U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q10-Q/A
(Amendment No. 1)
 
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2012
 
OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________________________ TO _________________________

COMMISSION FILE NUMBER:NUMBER: 0-13187

NVCN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware 13-3074570
(State or Other Jurisdiction of
 Incorporation or Organization)
 (IRS Employer Identification No.)
   
7617 Currell Blvd., Suite 200,
Woodbury, Minnesota
 55125
(Address of Principal Executive Offices) (Zip Code)

(612) 750-5855
(Registrant’s Telephone Number)
 
NA
(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) been subject to such filing requirements for the past 90 days.  Yesdays.Yes o No  x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file, non-accelerated filer, or a smaller reporting company.
 
Large accelerated fileroAccelerated filed o
Non-accelerated filer oSmaller reporting companyx

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x  No o

As of October 19, 2012 the Registrant had 14,548,371 shares of common stock issued and outstanding
 
 
 
 
TABLE OF CONTENTS

EXPLANATORY NOTE
PART I –FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENT
BALANCE SHEET AS OF AUGUST 31, 20123
STATEMENT OF OERATIONS FOR THE THREE MONTS ENDED AUGUST 31, 2012 AND AUGUST 31, 2011 (UNAUDITED)4
STATEMENT OF CASH FLOWS FOR THREE MONTHS ENDED AUGUST 31, 2012 AND AUGUST 31, 2011 (UNAUDITED)5
NOTES TO FINANCIAL STATEMENTS6
ITEM 2.  MANAGMENT DISCUSSION AND ANALYSIS9
ITEM 3.QUANATATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS10
ITEM 4T.CONTROLS AND PROCEDURES10
PART II –OTHER INFORMATION
ITEM 1.  LEGAL PROCEEDINGS11
ITEM 1A.  RISK FACTORS11
ITEM 2.  
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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ITEM 3.  DEFAULTS UPON SENIOR SECURITIES11
ITEM 4.   [REMOVE AND RESERVE]11
ITEM 5.OTHER INFORMATION11
ITEM 6.EXHIBITS11
SIGNATURES12

The sole purpose of this Amendment No. 1 to NVCN Corporation's Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2012 filed with the Securities and Exchange Commission on October 22, 2012 (the Form 10-Q), is to furnish Exhibit 101 in accordance with Rule 405 of Regulation S-T.  Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language). 
No other changes have been made to the Form 10-Q.  This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
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PART I – FINANCIAL INFORMATIONSIGNATURE

ITEM 1:  FINANCIAL STATEMENTS.

NVCN CORPORATION
BALANCE SHEET
 (Unaudited)
  August 31,  May 31, 
  2012  2012 
ASSETS      
Current assets      
     Cash $8  $8 
     Note receivable  15,000   15,000 
         
Total Assets  15,008  $15,008 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
Current Liabilities        
     Accounts payable  110,533   104407 
     Accrued interest  14,035   13,317 
     Accrued compensation- related party  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 
         
Stockholders’ 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 Stockholders’ Deficit  (291,169)  (271,825)
Total liabilities and stockholders deficit $15,008  $15,008 
The accompanying notes are an integral part of the unaudited financial statements
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NVCN CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
  Three Months Ended 
  August 31 
  2012  2011 
       
Revenue $--  $-- 
         
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 
The accompanying notes are an integral part of the unaudited financial statements
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NVCN CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
  Three Months Ended 
  August 31, 
  2012  2011 
       
Operating Activities      
     Net Income (Loss) Before Extraordinary Item $(19,344) $(13,238)
       Adjustments to Reconcile Net (Loss) to Net Cash        
      (Required) by Operating Activities:        
             Accounts payable  6,127   -- 
             Accrued Interest  717   718 
             Accrued compensation-related party  12,500   12,500 
         
      Net Cash Required by Operating Activities  --   (20)
         
Investing Activities:        
     Cash given in consideration with stock and other assets for the reduction
        
        of accrued compensation liabilities  --   -- 
         
     Net Cash Required by Investing Activities  --   -- 
         
Financing Activities:        
       Notes payable  --   -- 
         
Net Cash Provided by Financing Activities  --   -- 
         
Increase (Decrease) in Cash and  Cash Equivalents  --   (20)
         
Cash and Cash Equivalents at Beginning Of Period  8   28 
         
Cash and Cash Equivalents at End of  Period $8   8 
         
Supplemental schedules of cash flow information:        
Interest paid  --   -- 
Income Taxes paid  --   -- 
The accompanying notes are an integral part of the unaudited financial statements
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NVCN CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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 NVCN’s 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.

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 Company’s 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 Company’s 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.

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.

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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.

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.
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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.

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.

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.

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ITEM 2:  MANAGEMENTS DISCUSSION AND ANALYSIS

This report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. NVCN’s actual results could differ materially from those set forth on the forward looking statements as a result of the risks set forth in NVCN Corporation’s filings with the Securities and Exchange Commission, general economic conditions, and changes in the assumptions used in making such forward looking statements.

OVERVIEW

NVCN Corporation (the 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.

RESULTS OF OPERATIONS

During the three month period ending August 31, 2012 and 2011 the Company had no revenues.  General and Administrative expense totaled $18,627 for the three months ending August 31, 2012 compared to $12,520 for the same period in 2011.  Interest expense was $717 for the three months periods ending August 31, 2012 and $718for the same period in 2011. Net loss of the period was $19,344 for August 31, 2012 and $13,237 for 2011.  The loss was a result of no revenue and during both 2012 and 2011 along with administrative expenses and interest.

LIQUIDITY AND CAPITAL RESOURCES

At August 31, 2012, the Company had $15,008 in current assets and current liabilities of $306,177, resulting in working capital deficit of $220,927.  Shareholders' deficit as of August 31, 2012 was $291,169. Except for funds of $5,310 advanced by a related party there exist no agreements or understandings with regard to loan agreements by or with the Officers, Directors, principals, affiliates or shareholders of the Company.

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Net cash used in operations for the period ending August 31, 2012 was zero compared to cash used of $20 for the same period in 2011. Net cash used in investing activities for the period ending August 31, 2012 was zero as well as for the same period in 2011. Net cash provided by financing activities during the period ended August 31, 2012 was zero compared to net cash provided of zero in 2011.
Our 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.  This condition raises substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if NVCN is unable to continue as a going concern.

EMPLOYEES

As of August 31, 2012 the Company had no employees

CAPITAL EXPENDITURES

There were no capital expenditures during the quarter ended August 31, 2012.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSUREES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K NVCN is not required to provide information required under this Item.

ITEM 4: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the "Exchange Act"), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this quarterly report on Form 10-Q such disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. 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 CEO/CFO 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.
Changes in Internal Control over Financial Reporting
Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION

ITEM 1:   LEGAL PROCEEDINGS

None

ITEM 1A:  RISK FACTORS

There have been no material changes to NVCN’s risk factors as previously disclosed in our most recent 10-K filing for the year ending May 31, 2012.

ITEM 2:  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3:  DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

ITEM 4: MINE SAFETY INFORMATION

None

ITEM 5:  OTHER INFORMATION.

None

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K.

None

Exhibits

Exhibits included or incorporated by reference herein are set forth in the attached Exhibit Index.

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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.
 
 NVCN Corporation. 
    
Dated: October 19,23, 2012By:/s/ Gary Borglund 
  Gary Borglund, Principal Executive Officer 
  and Principal Financial Officer 
 
 
123
 
 
EXHIBIT INDEX

Number Description
   
31 Rule 13a-14(a)/15d-14(a) Certification of Gary Borglund (filed herewith).
   
32 Section 1350 Certification of Gary Borglund (filed herewith).

101.INS ** XBRL Instance Document
   
101.SCH ** XBRL Taxonomy Extension Schema Document
   
101.CAL ** XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF ** XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB ** XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE ** XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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