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 |
Accelerated filed
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o |
Non-accelerated filer | o | Smaller reporting company | x |
February 28,
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May 31,
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2013
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2012
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ASSETS
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Current assets
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||||||||
Cash
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$ | 7 | $ | 8 | ||||
Note receivable
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-- | 15,000 | ||||||
Total Assets
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$ | 7 | $ | 15,008 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
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Current Liabilities
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Accounts payable
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110,815 | 104,407 | ||||||
Accrued interest
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15,470 | 13,317 | ||||||
Accrued compensation- related party
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110,886 | 73,386 | ||||||
Notes payable- related parties
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16,495 | 5,310 | ||||||
Notes payable- third party
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90,413 | 90,413 | ||||||
Total Current Liabilities
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344,078 | 286,833 | ||||||
Stockholders’ Deficit
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Common stock, $0.001 par value; authorized 50,000,000
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||||||||
shares; issued and outstanding 14,548,371 shares respectively
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14,548 | 14,548 | ||||||
Preferred stock, $0.01 par value authorized 10,000,000
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||||||||
shares; issued and outstanding; none
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-- | -- | ||||||
Additional paid-in capital
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9,335,364 | 9,335,364 | ||||||
Retained earnings deficit
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(9,693,984 | ) | (9,621,737 | ) | ||||
Total Stockholders’ Deficit
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(344,071 | ) | (271,825 | ) | ||||
Total liabilities and stockholders deficit
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$ | 7 | $ | 15,008 |
Three Months Ended
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Nine Months Ended
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February
28
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February
28
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2013
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2012
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2013
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2012
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Revenue
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$ | -- | $ | -- | $ | -- | $ | -- | ||||||||
Selling, General, and Administrative Expenses
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17,380 | 14,995 | 55,094 | 45,015 | ||||||||||||
Operating loss
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(17,380 | ) | (14,995 | ) | (55,094 | ) | (45,015 | ) | ||||||||
Other income(expense)
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||||||||||||||||
Loss on note receivable
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(15,000 | ) | -- | (15,000 | ) | -- | ||||||||||
Interest expense
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(717 | ) | (717 | ) | (2,152 | ) | (2,152 | ) | ||||||||
Total other income(expense)
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(15,717 | ) | (717 | ) | (17,152 | ) | (2,152 | ) | ||||||||
Net loss
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$ | (33,098 | ) | $ | (15,712 | ) | (72,247 | ) | (47,167 | ) | ||||||
Basic and Diluted Loss per Common Share | ||||||||||||||||
Net loss
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
Weighted Average Number of Common Shares
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Used to Compute Net loss per Weighted Average Share
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14,548,371 | 14,548,371 | 14,548,371 | 14,548,371 |
Nine Months Ended
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February 28,
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2013
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2012
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Operating Activities
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Net Income (Loss) Before Extraordinary Item
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$ | (72,247 | ) | $ | (47,167 | ) | ||
Adjustments to Reconcile Net (Loss) to Net Cash
(Required) by Operating Activities:
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Loss on note receivable
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15,000 | -- | ||||||
Changes in operating assets and liabilities
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Accounts payable
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6,408 | (1,506 | ) | |||||
Accrued Interest
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2,153 | 2,153 | ||||||
Accrued compensation-related party
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37,500 | 37,500 | ||||||
Net Cash Required by Operating Activities
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(11,186 | ) | (9,020 | ) | ||||
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Financing Activities:
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Proceeds from notes payable
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-- | 4,000 | ||||||
Proceeds from notes payable-related party
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11,185 | 5,000 | ||||||
Net Cash Provided by Financing Activities
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11,185 | 9,000 | ||||||
Increase (Decrease) in Cash and Cash Equivalents
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(1 | ) | (20 | ) | ||||
Cash and Cash Equivalents at Beginning Of Period
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8 | 28 | ||||||
Cash and Cash Equivalents at End of Period
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$ | 7 | 8 | |||||
Supplemental schedules of cash flow information:
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Interest paid
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-- | -- | ||||||
Income Taxes paid
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-- | -- |
NVCN Corporation. | |||
Dated: April 20, 2013
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By:
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/s/ Gary Borglund | |
Gary Borglund, | |||
Principal Executive Officer and Principal Financial Officer | |||
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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1.
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I have reviewed this quarterly report on Form 10-Q of NVCN Corporation:
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: April 20, 2013
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By:
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/s/ Gary Borglund | |
Gary Borglund | |||
Principal Executive Officer and Principal Financial Officer | |||
1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
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Date: April 20, 2013
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By:
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/s/ Gary Borglund | |
Gary Borglund | |||
Principal Executive Officer and Principal Financial Officer | |||