ITEM 1. DESCRIPTION OF BUSINESS.
Business Development.
NVCN Corporation, a Delaware corporation (“Company”), was incorporated in the State of Delaware on April 20, 1981, with the name Cardio-Pace Medical, Inc. On November 24, 1987, the Company’s name was changed to Novacon Corporation, and on February 20, 2001, the name was changed to NVCN Corporation.
The Company was incorporated in 1981 with authorized capital of 15,000,000 common shares with a par value of $0.01. On February 14, 2001, the shareholders of the Company approved (and on June 20, 2002, the Company effected) a 1 for 12 reverse common stock split, a reduction of common stock par value from $0.01 to $0.001, an increase of authorized capital to 50,000,000 common shares and the board of directors to authorize preferred shares of which 10,000,000 were authorized at $0.01 per share. The accompanying financial statements reflect all share data based on the 1 for 12 reverse common stock split basis.
Business of the Company.
The Company was organized to develop, manufacture and market its proprietary Durapulse(tm) cardiac pacemaker and accessory products. Although the Company achieved sales of its pacemaker medical device and accessories products, it did not achieve profitability. The Company suspended manufacturing the cardiac pacemaker in 1990. During 1985, the Company entered into an agreement with Qinling Semiconductor to establish Qinming Medical, Inc., a Sino-American joint venture in Baoji, China, for the manufacture and distribution of cardiac pacemakers and accessory products, which are still manufactured and distributed in China. In 1992, the Company sold its 49% interest in the joint venture to Qinming.
Until August 2000, the Company designed, developed, manufactured and marketed low-cost, disposable elastomeric infusion pumps for pain management and was developing other applications for its elastomeric infusion pump technology. Substantially all of the Company's revenues since 1995 were derived from the sale of elastomeric infusion pumps that were designed to deliver small quantities of pain medication at a nominally constant flow rate. The Company’s elastomeric infusion pumps, marketed as the dib(tm) Drug Infusion Balloon Pump, were authorized by the U.S. Food and Drug Administration for sale in the United States for epidural, intravenous and percutaneous infusion of a wide range of medications, including narcotic and non-narcotic anesthetics, chemotherapy agents and antibiotics. The Company terminated its drug infusion pump business activity as of August 31, 2000.
The Company currently has no operations. The Company continues to evaluate alternatives in order to improve the Company’s financial condition, including merger and acquisition opportunities. There is no assurance that the Company will be successful in obtaining such opportunities. If a merger or acquisition opportunity does arise, the Company’s value as a partner in a merger or other business combination will rest primarily upon the potential public market for the Company’s shares.
The Company owns no patents or trademarks, and has no employees.
ITEM 1A.
ITEM 1A. RISK FACTORS
Based on our current plan, we believe we may need additional financing within the next twelve months to expand and carry out our plan of operations. If we fail to obtain funds on acceptable terms, then we might be forced to delay or abandon some or all of our business plans.
From time to time, the Company will evaluate potential acquisitions of businesses, services, products, or technologies. These acquisitions may result in a potentially dilutive issuance of equity securities, the incurrence of debt and contingent liabilities, and recognition of expenses related to goodwill and other intangible assets. In addition, acquisitions involve numerous risks, including difficulties in the assimilation of the operations, technologies, services, and products of the acquired companies; the diversion of our management’s attention from other business concerns; risks of entering markets in which we have no or limited direct prior experience; and, the potential loss of key employees of the acquired company. We cannot assure you that we will be successful in developing and implementing a business strategy that provides for continued growth of all of our subsidiaries or business opportunities.
As of the date of this filing, the Company has one director and officer, Mr. Gary Borglund, and he has other business interests to which he currently devotes attention. He may be expected to continue to devote his attention to these other interests although management time should be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through his exercise of judgment in a manner which is consistent with his fiduciary duties.
If the Company fails to achieve and maintain the adequacy of our internal control over financial reporting, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act (“Section 404"). Effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, then our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.
ITEM 2.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company is provided office space without cost by the president of the company. It currently does not own any equipment at that location.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
None
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II.
ITEM 5.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Market Information.
The Company’s common stock began trading publicly in January, 1985 on the NASDAQ Small Cap following its initial public stock offering. The Company’s common stock was de-listed to the Over the Counter Bulletin Board in 1987. In February, 2000, the Company’s common stock was de-listed to the National Quotation Bureaus’ Pink Sheets (now known as Pink Sheets LLC), where it continued to trade under the symbol “NVCN”. In February 2001, the name was changed to NVCN Corporation, and now trades under the symbol “NVCP”. The range of closing prices shown below is as reported by this market. The quotations shown reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions. As of February 21, 2012 the Company had 14,548,371 shares of common stock issued and outstanding, of which 14,226,704 were held by none-affiliates.
Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on May 31, 2012 (1)
(1) The Company’s common stock only traded sporadically during this fiscal year
Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on May 31, 2011
The Internet provided the above information to the Company. These quotations may reflect inter-dealer prices without retail mark-up/mark-down/commission and may not reflect actual transactions.
As of May 31, 2012, the Company had approximately 1,146 shareholders of record.
Dividend Information.
The Company has not declared or paid a cash dividend to stockholders since it was incorporated. The Board of Directors presently intends to retain any earnings to finance Company operations and does not expect to authorize cash dividends in the foreseeable future. Any payment of cash dividends in the future will depend upon the Company's earnings, capital requirements and other factors.
Sales of Unregistered Securities.
There were no sales of unregistered (restricted) securities during the year ending May 31, 2012
ITEM 6.
ITEM 6. SELECT FINANCIAL DATA
Not Applicable.
ITEM 7.
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Forward Looking Statements May Not Prove Accurate
When used in this Form 10-K, the words “anticipated”, “estimate”, “expect”, and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks, uncertainties and assumptions including the possibility that the Company will fail to generate projected revenues. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected.
Overview
The following discussion of the financial condition, changes in financial condition and results of operations of the Company for the fiscal years ended May 31, 2012 and 2011 should be read in conjunction with the financial statements of the Company and related notes included therein.
Liquidity and Capital Resources
Since inception, the Company’s most significant change in liquidity or capital resources has been receipts of proceeds from debt offerings. Further, there exist no agreements or understandings with regard to loan agreements by or with the Officers, Directors, principals, affiliates or shareholders of the Company.
At May 31, 2012, the Company had negative working capital of $271,824 which consisted of current assets of approximately $15, 008 and current liabilities of $286,832. The current liabilities of the Company at May 31, 2012 are composed primarily of accrued compensation of $73,385, accounts payable and accrued expenses of $117,724 and notes payable of $95,723.
Cash flow used in operating activities during the year ending May 31, 2012 was $9,020 compared to $53,999 for the same period in 2011. The difference was due primarily to a smaller loss in 2012 compared to in the loss in 2011.
Cash flow used in investing activities was zero in the period ended May 31, 2012 and $15,000 in the same period in 2011. The issuance of a demand note in 2012 accounted for the difference between the two years.
Cash flow provided by financing was $9,000 for the period ending May 31, 2012 compared to $69,101 for the same period in 2011 The change from 2011 to 2012 was due primary to notes payable of $64,000 issued in 2011compared to $9,000 issued in 2012.
The Company will attempt to carry out its plan of business as discussed above. The Company cannot predict to what extent its lack of liquidity and capital resources will hinder its business plan. The Company will need additional capital to fund that proposed operation.
Need for Additional Financing
The Company’s existing capital may not be sufficient to meet the Company’s cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended.
No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any funds will be available to the Company to allow it to cover its expenses.
Twelve-Month Plan of Operation.
The Company intends to take advantage of any reasonable business proposal presented which management believes will provide the Company and its stockholders with a viable business opportunity. The board of directors will make the final approval in determining whether to complete any acquisition, and unless required by applicable law, the articles of incorporation or bylaws or by contract, stockholders' approval will not be sought.
The investigation of specific business opportunities and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will require substantial management time and attention and will require the Company to incur costs for payment of accountants, attorneys, and others. If a decision is made not to participate in or complete the acquisition of a specific business opportunity, the costs incurred in a related investigation will not be recoverable. Further, even if an agreement is reached for the participation in a specific business opportunity by way of investment or otherwise, the failure to consummate the particular transaction may result in the loss to the Company of all related costs incurred.
Currently, management is not able to determine the time or resources that will be necessary to locate and acquire or merge with a business prospect. There is no assurance that the Company will be able to acquire an interest in any such prospects, products or opportunities that may exist or that any activity of the Company, regardless of the completion of any transaction, will be profitable.
If and when the Company locates a business opportunity, management of the Company will give consideration to the dollar amount of that entity's profitable operations and the adequacy of its working capital in determining the terms and conditions under which the Company would consummate such an acquisition. Potential business opportunities, no matter which form they may take, will most likely result in substantial dilution for the Company’s shareholders due to the issuance of stock to acquire such an opportunity.
Capital Expenditures.
There were no capital expenditures during the fiscal year ended May 31, 2012
Risk Factors Connected with Plan of Operation.
The Company has had limited prior operations to date. Since the Company’s principal activities recently have been limited to seeking new business ventures, it has no recent record of any revenue-producing operations. Consequently, there is only a limited operating history upon which to base an assumption that the Company will be able to achieve its business plans. In addition, the Company has only limited assets. As a result, there can be no assurance that the Company will generate significant revenues in the future; and there can be no assurance that the Company will operate at a profitable level. Accordingly, the Company’s prospects must be considered in light of the risks, expenses and difficulties frequently encountered in connection with the establishment of a new business.
The Company has incurred net loss of $64,135 for the fiscal year ended May 31, 2012 and a net loss of $87,967 for the fiscal year ended May 31, 2011. The Company’s current liabilities exceed its current assets by $271,824 as of May 31, 2012 and $207,687 as of May 31, 2011. At May 31, 2012, the Company had an accumulated deficit of $9,621,737. This raises substantial doubt about the Company’s ability to continue as a going concern.
As a result of the fixed nature of many of the Company’s expenses, the Company may be unable to adjust spending in a timely manner to compensate for any unexpected delays in the development and marketing of the Company’s products or any capital raising or revenue shortfall. Any such delays or shortfalls will have an immediate adverse impact on the Company’s business, operations and financial condition.
The working capital requirements associated with any adopted plan of business of the Company may be significant. The Company anticipates, based on currently proposed assumptions relating to its operations (including with respect to costs and expenditures and projected cash flow from operations), that it must seek financing to continue its operations (an amount which is as yet to be determined). However, such financing, when needed, may not be available, or on terms acceptable to management. The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company’s business plan. The Company’s independent accountant audit report included in this Form 10-K includes a substantial doubt paragraph regarding the Company’s ability to continue as a going concern.
If funding is insufficient at any time in the future, the Company may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of its planned product development and marketing efforts, any of which could have a negative impact on its business, operating results and financial condition. In addition, insufficient funding may have a material adverse effect on the company’s financial condition,
The Company’s success is dependent upon the hiring and retention of key personnel. The officer and director does not have a non-competition agreement with the Company. Therefore, there can be no assurance that the personnel will remain employed by the Company. Should this individual cease to be affiliated with the Company for any reason before qualified replacements could be found, there could be material adverse effects on the Company’s business and prospects.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
Not required for smaller reporting companies
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS.
Financial statements are audited and included herein beginning on Exhibit 1, page 1 and are incorporated herein by this reference.
ITEM 9.
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLSOURE
None
ITEM 9A.
ITEM 9A. (T) CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Act”) (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our CEO and CFO has concluded that the Company’s disclosure controls and procedures are not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures.
Changes in Internal Controls over Financial Reporting
We have not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its evaluation, our management concluded that there is a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our President does not possess accounting expertise and our company does not have an audit committee. This weakness is due to the company’s lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to the attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
The Company’s management carried out an assessment of the effectiveness of the Company’s internal control over financial reporting as of May 31, 2012. The Company’s management based its evaluation on criteria set forth in the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of theTreadway Commission. Based on that assessment, management has concluded that the Company’s internal control over financial reporting was not effective as of May 31, 2012
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers of the Company
The following sets forth the names and ages of all directors and executive officers of the Company and all persons nominated or chosen to become a director, indicating all positions and offices with the Company held by each such person and the period during which they have served as a director:
Business Experience.
The following is a brief account of the business experience for the past five years of the director and executive officer, indicating their principal occupations and employment during that period, and the names and principal businesses of the organizations in which such occupations and employment were carried out.
The principal executive officer and director of the Company are as follows:
Gary L. Borglund, CEO, CFO &Director.
Mr. Borglund, age 64, has over thirteen years of professional experience in new ventures as a principal and executive, as well as ten years as a consultant. Since 1998 to date, Mr. Borglund has worked exclusively with early stage development, high tech and Internet companies. Mr. Borglund serves on several boards of directors for public and private companies and remains in these capacities with regard to the companies to date. Mr. Borglund was Vice President of Marketing for Greenhaven Marketing from 1991 to 1996 and a Director of Red Oak Management from 1996 to 2000. Mr. Borglund was appointed to the board of directors of City Capital Corporation of America in February 2001, and served as President of that firm until May, 2007. Mr. Borglund was appointed CEO on 27, January 2002. He became a director of the Company on September 28, 2001. Mr. Borglund attended the University of Minnesota.
There are no other promoters or control persons of the Company. There are no legal proceedings involving the directors of the Company. David P. Lang resigned as an officer and director of the Company January 27, 2002; Mr. Borglund was appointed as director and officer of the company on that date prior to Mr. Lang’s resignation.
The Director and Officer of the Company will devote his time to the Company’s affairs on an “as needed” basis. As a result, the actual amount of time which each will devote to the Company’s affairs is unknown and is likely to vary substantially from month to month.
The Company has no audit or compensation committee.
Conflict of Interest
The Officer and Director of the Company will devote only a small portion of his time to the affairs of the Company, estimated to be no more than approximately 25 hours per month. There will be occasions when the time requirements of the Company’s business conflict with the demands of their other business and investment activities. Such conflicts may require that the Company attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to the Company.
There is no procedure in place which would allow the Officers and Directors to resolve potential conflicts in an arms-length fashion. Accordingly, they will be required to use their discretion to resolve them in a manner which they consider appropriate.
The Company’s Officers and Directors may actively negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. It is anticipated that a substantial premium over the initial cost of such shares may be paid by the purchaser in conjunction with any sale of shares by the Company’s Officers and Directors which is made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to the Company’s Officers and Directors to acquire their shares creates a potential conflict of interest for them in satisfying their fiduciary duties to the Company and its other shareholders. Even though such a sale could result in a substantial profit to them, they would be legally required to make the decision based upon the best interests of the Company and the Company’s other shareholders, rather than their own personal pecuniary benefit.
The Company previously adopted a Code of Ethics in 2004. The Company has revised the Code of Ethics and is adopting a new Code of Ethics which applies to its director as well as to its officer including its principal executive officer, principal financial officer, and principal accounting officer. A copy of the Code of Ethics is also available at no charge to anyone who may send a request in writing to the Company, addressed to its CEO.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
During fiscal 2012 the Company accrued for its officer and director an aggregate of $50,000 which was not paid. In 2011 the officer and director did exchange $273,600 of accrued salary for common stock assigned to 33 individuals for claims.
Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meeting of the Board of Directors.
The Company has no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company’s directors or executive officers.
The Company has no compensatory plan or arrangements, including payments to be received from the Company, with respect to any executive officer or director, where such plan or arrangement would result in any compensation or remuneration being paid resulting from the resignation, retirement or any other termination of such executive officer’s employment or from a change-in-control of the Company or a change in such executive officer’s responsibilities following a change-in-control and the amount, including all periodic payments or installments where the value of such compensation or remuneration exceeds $100,000 per executive officer.
During the last completed fiscal year, no funds were set aside or accrued by the Company to provide pension, retirement or similar benefits for Directors or Executive Officers.
The Company has a written employment agreement with its sole officer and director.
Summary Compensation Table
(1) Mr. Borglund was appointed a director and president on January 27, 2002.
(2) Mr. Berglund’s salary has been accrued but not paid.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information regarding the beneficial ownership of shares of the Company’s common stock as of May 31, 2012 (14,548,371 issued and outstanding) by (i) all stockholders known to the Company to be beneficial owners of more than 5% of the outstanding common stock; and (ii) all officers and directors of the Company, individually and as a group (each person has sole voting power and sole dispositive power as to all of the shares shown as beneficially owned by them):
(1) No security holders have the right to acquire any amount of the shares within sixty days from options, warrants, rights, conversion privilege, or similar obligations.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Other than as set forth below, during the last two fiscal years there have not been any transaction that have occurred between the Company and its officers, directors, and five percent or greater shareholders.
Since January 2002, the Company has been provided office space without cost by the president of the company.
On January 24, 2011 and February 10, 2011 the Company issued 9,000,000 shares of restricted common stock to 33 individuals to whom the Company’s sole director had assigned his claims against the company for accrued compensation with a total value of $273,600.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table presents for each of the last two fiscal years the aggregate fees billed in connection with the audits of our financial statements and other professional services rendered by our independent registered public accounting firm Johnson & Mattson, PA , Certified Public Accountants for the year ending May 31, 2012 and 2011.
Audit fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accounting firm in connection with statutory and regulatory filings or engagements. Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.
Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning. All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for in the other categories.
PART IV.
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)
Financial Statements and Schedules
The following financial statements and schedules are filed as part of this report:
Exhibits.
Exhibits included or incorporated by reference herein are set forth under the Exhibit Index.
Reports on Form 8-K.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the date indicated:
Signature
Title
Date
/s/ Gary Borglund
President (principal financial and accounting officer)/Director
August 29, 2012
Gary Borglund
JOHNSON & MATTSON, PA.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
NVCN Corporation
Woodbury, Minnesota
We have audited the accompanying balance sheet of NVCN Corporation as of May 31, 2012 and May 31, 2011, and the related statements of operations, shareholders’ deficit and cash flows for the years ended May 31, 2012 and 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of the Company's internal control over its financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of NVCN Corporation as of May 31, 2012 and 2011 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 2 to the financial statements, the Company’s recurring losses, negative cash flow from operations and net working capital deficiency raise substantial doubt about its ability to continue as a going concern. Management’s plans as to these matters are also described in Note 2. The May 31, 2012 and 2011 financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Johnson & Mattson, PA.
Johnson, Mattson, &Co.
Buffalo, MN
August 28, 2012
NVCN CORPORATION
BALANCE SHEET
MAY 31, 2012
The accompanying notes are an integral part of the audited financial statements
NVCN CORPORATION
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MAY 31, 2012 AND 2011
The accompanying notes are an integral part of the audited financial statements
NVCN CORPORATION
STATEMENT OF SHAREHOLDERS’ DEFICIT
FOR THE YEARS ENDED MAY 31, 2012 AND 2011
The accompanying notes are an integral part of the audited financial statements
NVCN CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MAY 31, 2012 AND 2011
The accompanying notes are an integral part of the audited financial statements
NVCN CORPORATION
(Formerly Novacon Corporation)
NOTES TO FINANCIAL STATEMENTS
NOTE 1: NATURE OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES
Nature of Business
NVCN Corporation, a Delaware corporation (“Company”), was incorporated in the State of Delaware on April 20, 1981, with the name Cardio-Pace Medical, Inc. On November 24, 1987, the Company’s name was changed to Novacon Corporation, and on February 20, 2001, the name was changed to NVCN Corporation.
The Company was incorporated in 1981 with authorized capital of 15,000,000 common shares with a par value of $0.01. On February 14, 2001, the shareholders of the Company approved (and on June 20, 2002, the Company effected) a 1 for 12 reverse common stock split, a reduction of common stock par value from $0.01 to $0.001, an increase of authorized capital to 50,000,000 common shares and authorized the board of directors to issue preferred shares of which 10,000,000 with a par value of $0.01 were authorized. The accompanying financial statements reflect all share data based on the 1 for 12 reverse common stock split basis.
The Company was engaged in the business of assembling and distributing disposable drug infusion pumps designed for hospital and home pain management applications, under an exclusive United States manufacturing and marketing agreement with the purported Japanese developer of the proprietary technology. In the second quarter of 2000, the Company discontinued its business operations and since that date has remained inactive.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles (US GAAP).
Going Concern
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has no established source of revenue. This matter raises substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company intends to pursue acquisitions of various business opportunities that, in the opinion of management, will provide a profit to the Company; however, the Company does not have the working capital to be successful in this effort or to service its debt. These factors raise substantial doubt about its ability to continue as a going concern.
Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy that it believes will accomplish this objective through additional equity funding which will enable the Company to operate for the coming year. There is no guarantee that additional funding will be obtained or that the Company will be successful in it funding efforts or acquiring any profitable business opportunities.
Basic and Diluted Earnings (Loss) per Share
The Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share are computed by dividing income (loss) available to common stockholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.
The Company has no potential dilutive instruments and accordingly, basic loss and diluted loss per share are equal.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
Statement of Cash Flows
For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.
Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.
NOTE 3: RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on their financial position, results of operations or cash flows.
NOTE 4: NOTE RECEIVABLE
On December 27, 2010 the Company issued a $15,000 note to a non-related party. The note is a non interest bearing note due upon demand.
NOTE 5: RELATED PARTY TRANSACTIONS
During the year ending May 31, 2010 an officer of the Company loaned the Company $950. During the year ended May 31, 2012 a related party loaned the Company $5,000. The loans are on demand and non-interest bearing. As of May 31, 2011 the outstanding balance due to the related parties is $5,310.
During the year ended May 31, 2011 the Company was issued 9,000,000 shares of restricted stock to 33 individuals to whom the company’s sole director had assigned his claim against the Company for accrued compensation with a value of $270,000 ($0.03 per share) (See Note 8: Common Stock)
NOTE 6: NOTES PAYABLE
During the period ended May 31, 2011 the Company raised a total of $64,000 in demand notes consisting of following:
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Two notes totaling $14,000 with an interest rate of 8%
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One note of $5,000 with an interest rate of 12% and convertible to common stock at $0.03 per share
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One note for $30,000 with no interest and convertible to common stock at $0.05 per share
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One note for $15,000 with no interest convertible to common shares at $0.03 per share.
During the year ending May 31, 2012 the Company raised a total of $9,000 in 2 demand notes bearing no interest. One of the demand notes for $5,000 was from a related party.
As of May 31, 2012 total amount of notes outstanding were $95,723 plus interest of $13,317 for a total principal and interest of $109,040
NOTE 7: INCOME TAXES
The Company follows Accounting Standards Codification 740, Accounting for Income Taxes.
Under section 382 of the Internal Revenue Code such a change in control negates much of the tax loss carry forward and deferred income tax. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry forwards. For federal income tax purposes, the Company uses the accrual basis of accounting, the same that is used for financial reporting purposes.
The following schedule provides a reconciliation of the statutory income tax rate in effect as of May 31, 2012, to the effective rate as presented in the financial statements:
For financial statement purposes, no tax benefit has been reported for 2012 as realization of the tax benefits is uncertain. Accordingly, a valuation allowance has been established for the full amount for the deferred tax asset.
At May 31, 2012, for the years indicated, the Company had approximate net operating loss (NOL) carryforwards as follows for income tax purposes of $ 1, 267,567 with expiration beginning in the year 2012 through 2030. The litigation amount of $1,344,582 that was incurred in May 26, 2001 and expired in May 27, 2011 has not been included in the NOL calculation.
The utilization of the carryforwards is dependent upon the Company’s ability to generate sufficient taxable income during the carryforward period. In addition, utilization of these carryforwards may be limited due to ownership changes as defined in the Internal Revenue Code.
NOTE 8: COMMON STOCK
On January 24, 2011 and February 10, 2011 the Company entered into agreements which provided for the Company to issue an aggregate of 12,800,000 restricted common shares for the purpose of extinguishing indebtedness of the Company:
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9,000,000 shares of restricted stock to 33 individuals to whom the company’s sole director had assigned his claim against the Company for accrued compensation with a value of $270,000 ($0.03 per share) (See Note 5: Related Party Transactions)
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1,333,334 shares of restricted common stock to two individuals for accounts payable with a total value of $40,000 ($0.03 per share)
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2,466,666 of restricted common stock to five individuals for the conversion of debt valued at $86,000 ($0.03-0.05 per share)
NOTE 9: COMMITMENTS AND CONTINGENCIES
In December 2003, the Company executed an agreement with its stock transfer agent to settle all past outstanding obligations for $8,000. The payment was subsequently made in January 2004 per the terms of the agreement. As part of the settlement, the Company entered into an agreement to retain the stock transfer agent through December 2006 at the mutually agreed rate of $625 per month. As of May 31, 2011 the Company has an outstanding balance of $ 23,013 with the stock transfer agent.