Delaware
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13-3074570
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer Identification No.)
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7617 Currell Blvd., Suite 200,
Woodbury, Minnesota
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55125
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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o
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Accelerated filed
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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NVCN Corporation.
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Dated: October 23, 2012
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By:
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/s/ Gary Borglund
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Gary Borglund, Principal Executive Officer
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and Principal Financial Officer
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Number
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Description
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31
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Rule 13a-14(a)/15d-14(a) Certification of Gary Borglund (filed herewith).
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32
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Section 1350 Certification of Gary Borglund (filed herewith).
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101.INS **
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XBRL Instance Document
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101.SCH **
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XBRL Taxonomy Extension Schema Document
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101.CAL **
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF **
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB **
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE **
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XBRL Taxonomy Extension Presentation Linkbase Document
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Date: October 23, 2012
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By:
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/s/ Gary Borglund
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Gary Borglund
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Principal Executive Officer and Principal Financial Officer
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Date: October 23, 2012
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By:
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/s/ Gary Borglund
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Gary Borglund
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Principal Executive Officer and Principal Financial Officer
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RECENT ACCOUNTING PRONOUNCEMENTS
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3 Months Ended |
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Aug. 31, 2012
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Recent Accounting Pronouncements | |
Note 4. RECENT ACCOUNTING PRONOUNCEMENTS | We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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3 Months Ended |
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Aug. 31, 2012
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Summary Of Significant Accounting Policies | |
Note 3. 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 share 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.
Revenue Recognition
The Company has not recognized any revenues from its operations. |
BALANCE SHEET(Unaudited) (USD $)
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Aug. 31, 2012
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May 31, 2012
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ASSETS | ||
Cash | $ 8 | $ 8 |
Note receivable | 15,000 | 15,000 |
Total Assets | 15,008 | 15,008 |
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | ||
Accounts payable | 110,533 | 104,407 |
Accrued interest | 14,035 | 13,317 |
Accrued compensation - related parties | 85,886 | 73,386 |
Notes payable - related parties | 5,310 | 5,310 |
Notes payable- third party | 90,413 | 90,413 |
Total Current Liabilities | 306,177 | 286,833 |
Shareholders' deficit | ||
Common stock, $0.001 par value; authorized 50,000,000 shares; issued and outstanding 14,548,371 shares respectively | 14,548 | 14,548 |
Preferred stock, $0.01 par value authorized 10,000,000 shares; issued and outstanding; none | ||
Additional paid-in capital | 9,335,364 | 9,335,364 |
Retained earnings (deficit) | (9,641,081) | (9,621,737) |
Total shareholders' deficit | (291,169) | (271,825) |
Total liabilities and shareholders' equity(deficit) | $ 15,008 | $ 15,008 |
BASIS OF PRESENTATION
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3 Months Ended |
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Aug. 31, 2012
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Basis Of Presentation | |
Note 1. BASIS OF PRESENTATION | The accompanying unaudited interim consolidated financial statements of NVCN Corporation (NVCN) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in NVCNs May 31, 2012Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year end May 31, 2012as reported on Form 10-K, have been omitted. |
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GOING CONCERN CONSIDERATIONS
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3 Months Ended |
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Aug. 31, 2012
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Going Concern Considerations | |
Note 2. GOING CONCERN CONSIDERATIONS | As shown in the accompanying interim financial statements, the Company has incurred a net loss of $19,344 for the three months ending August 31, 2012. As of August 31, 2012, the Company reported an accumulated deficit of $9, 641,081. The Company has no sales or revenue. The Companys ability to generate net income and positive cash flows is dependent on the ability to acquire or start an operating entity as well as the ability to raise additional capital. Management is following strategic plans to accomplish these objectives, but success is not guaranteed. As of August 31, 2012, these factors raise substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty |
BALANCE SHEET(Unaudited) (Parenthetical) (USD $)
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Aug. 31, 2012
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May 31, 2012
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Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, Authorized | 50,000,000 | 50,000,000 |
Common stock, Issued | 14,548,371 | 14,548,371 |
Common stock, outstanding | 14,548,371 | 14,548,371 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, Authorized | 10,000,000 | 10,000,000 |
Preferred stock, Issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Document and Entity Information
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3 Months Ended | |
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Aug. 31, 2012
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Oct. 19, 2012
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Document And Entity Information | ||
Entity Registrant Name | NVCN CORPORATION | |
Entity Central Index Key | 0000740571 | |
Document Type | 10-Q | |
Document Period End Date | Aug. 31, 2012 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --05-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 14,548,371 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2013 |
STATEMENTS OF OPERATIONS(Unaudited) (USD $)
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3 Months Ended | |
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Aug. 31, 2012
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Aug. 31, 2011
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Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
Selling, General, and Administrative Expenses | 18,627 | 12,520 |
Operating loss | (12,520) | (12,520) |
Other income(expense) | ||
Interest expense | (717) | (717) |
Total other income(expense) | (717) | (717) |
Net loss | $ (19,344) | $ (13,237) |
Basic and Diluted Loss per Common Share Net loss | $ 0.00 | $ (0.01) |
Weighted Average Number of Common Shares Used to Compute Net loss per Weighted Average Share | 14,548,371 | 14,548,371 |
COMMITMENTS AND CONTINGENCIES
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3 Months Ended |
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Aug. 31, 2012
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Commitments And Contingencies | |
Note 7. 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 August 31, 2012 the Company has an outstanding balance of $ 23,013 with the stock transfer agent. |
INCOME TAXES
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3 Months Ended |
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Aug. 31, 2012
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Income Taxes | |
Note 6. 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. |
RELATED PARTY TRANSACTION (Details Narrative) (USD $)
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Aug. 31, 2012
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Related Party Transaction Details Narrative | |
Outstanding balance due to the officer | $ 5,310 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
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3 Months Ended |
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Aug. 31, 2012
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Summary Of Significant Accounting Policies 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.
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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 share loss per share are equal.
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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. |
Revenue Recognition | The Company has not recognized any revenues from its operations. |
GOING CONCERN CONSIDERATIONS (Details Narrative) (USD $)
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3 Months Ended | ||
---|---|---|---|
Aug. 31, 2012
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Aug. 31, 2011
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May 31, 2012
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Going Concern Considerations Details Narrative | |||
Net loss | $ (19,344) | $ (13,237) | |
Accumulated deficit | $ (9,641,081) | $ (9,621,737) |
COMMITMENTS AND CONTINGENCIES (Details Narrative) (StockTransferAgentMember, USD $)
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Aug. 31, 2012
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StockTransferAgentMember
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Related Party Transaction [Line Items] | |
Outstanding balance with the stock transfer agent | $ 23,013 |
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RELATED PARTY TRANSACTION
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3 Months Ended |
---|---|
Aug. 31, 2012
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Related Party Transaction | |
Note 5. RELATED PARTY TRANSACTION | As of August 31, 2012 an outstanding balance of $5,310 was due to the officer as an advance to the Company. |