U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2012FEBRUARY 28, 2013
 
OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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: 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.     Yes  £o No Tx
 
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 filedo
Non-accelerated fileroSmaller reporting companyx

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

As of January 14,April 20, 2013 the Registrant had 14,548,371 shares of common stock issued and outstanding.
 
 
 
 
TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION   
     
ITEM 1.FINANCIAL STATEMENTSTATEMENTS
   
 BALANCE SHEETS AS OF NOVEMBER 30,FEBRUARY 28, 2013 AND MAY 31, 2012  3
 
 STATEMENTS OF OERATIONS FOR THE THREE AND SIXNINE MONTHS ENDED NOVEMBER 30, 2012FEBRUARY 28, 2013 AND NOVEMBER 30, 2011 (UNAUDITED)2012(UNAUDITED)  4
 
 STATEMENTS OF CASH FLOWS FOR SIXNINE MONTHS ENDED NOVEMBER 30,FEBRUARY 28, 2013 AND 2012 AND NOVEMBER 30, 2011 (UNAUDITED)  5
 
 NOTES TO FINANCIAL STATEMENTS  6 
      
ITEM 2.MANAGMENT DISCUSSION AND ANALYSIS  9 
      
ITEM 3.QUANATATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS  10 
      
ITEM 4T.CONTROLS AND PROCEDURES  10 
      
PART II – OTHER INFORMATION    
      
ITEM 1.LEGAL PROCEEDINGS  11 
      
ITEM 1A.RISK FACTORS  111 
      
ITEM 2.
UNREGISTERED SALES OF EQUITYSECURITIES AND USE OF PROCEEDS
  11 
      
ITEM 3.DEFAULTS UPON SENIOR SECURITIES  11 
      
ITEM 4.
MINE SAFETY INFORMATION
  11 
      
ITEM 5.OTHER INFORMATION  11 
      
ITEM 6.EXHIBITS  11 
      
SIGNATURES  12 

 
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PART I – FINANCIAL INFORMATION

ITEM 1:      FINANCIAL STATEMENTS.

NVCN CORPORATION
BALANCE SHEET
 (Unaudited)
 
 November 30,  May 31,  February 28,  May 31, 
 2012  2012  2013  2012 
ASSETSASSETS      
Current assets            
Cash $17  $8  $7  $8 
Note receivable  15,000   15,000   --   15,000 
                
Total Assets $15,017  $15,008  $7  $15,008 
        
LIABILITIES AND STOCKHOLDERS’ DEFICITLIABILITIES AND STOCKHOLDERS’ DEFICIT        
Current Liabilities                
Accounts payable  116,980   104407   110,815   104,407 
Accrued interest  14,752   13,317   15,470   13,317 
Accrued compensation- related party  98,386   73,386   110,886   73,386 
Notes payable- related parties  5,460   5,310   16,495   5,310 
Notes payable- third party  90,413   90,413   90,413   90,413 
                
Total Current Liabilities  325,991   286,833   344,078   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   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   9,335,364   9,335,364 
Retained earnings (deficit)  (9,660,886)  (9,621,737)
Retained earnings deficit  (9,693,984)  (9,621,737)
                
Total Stockholders’ Deficit  (310,374)  (271,825)  (344,071)  (271,825)
Total liabilities and stockholders deficit $15,017  $15,008  $7  $15,008 
 
The accompanying notes are an integral part of the unaudited financial statements.statements
 
 
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NVCN CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)

 Three Months Ended  Nine Months Ended 
 Three Months Ended  Six Months Ended  
February 28
  
February 28
 
 
November 30
  2013  2012  2013  2012 
 2012  2011  2012  2011             
                        
Revenue $-  $-  $-  $-  $--  $--  $--  $-- 
                                
Selling, General, and Administrative Expenses  19,087   17,500   37,714   30,020   17,380   14,995   55,094   45,015 
                                
Operating loss  (19,087)  (17,500)  (37,714)  (30,020)  (17,380)  (14,995)  (55,094)  (45,015)
                                
Other income(expense)                                
Loss on note receivable  (15,000)  --   (15,000)  -- 
Interest expense  (717)  (717)  (1,435)  (1,435)  (717)  (717)  (2,152)  (2,152)
Total other income(expense)  (717)  (717)  (1,435)  (1,435)  (15,717)  (717)  (17,152)  (2,152)
                                
Net loss $(19,804) $(18,217)  (39,149)  (31,455) $(33,098) $(15,712)  (72,247)  (47,167)
                                
Basic and Diluted Loss per Common Share                                
                
Net loss $(0.00) $(0.00) $(0.00) $(0.00) $(0.00) $(0.00) $(0.00) $(0.00)
                                
Weighted Average Number of Common Shares Used to Compute Net loss per Weighted Average Share
  14,548,371   14,548,371   14,548,371   14,548,371 
Weighted Average Number of Common Shares                
Used to Compute Net loss per Weighted Average Share  14,548,371   14,548,371   14,548,371   14,548,371 
 
The accompanying notes are an integral part of the unaudited financial statements.statements
 
 
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NVCN CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
 Nine Months Ended 
 Six Months Ended  February 28, 
 November 30,  2013  2012 
 2012  2011       
Operating Activities            
Net Income (Loss) Before Extraordinary Item $(39,149) $(31,445) $(72,247) $(47,167)
Adjustments to Reconcile Net (Loss) to Net Cash        
(Required) by Operating Activities:        
Adjustments to Reconcile Net (Loss) to Net Cash (Required) by Operating Activities:
        
Loss on note receivable  15,000   -- 
Changes in operating assets and liabilities        
Accounts payable  12,573   -   6,408   (1,506)
Accrued Interest  1,435   1,435   2,153   2,153 
Accrued compensation-related party  25,000   25,000   37,500   37,500 
                
Net Cash Required by Operating Activities  (141)  (5,020)  (11,186)  (9,020)
                
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-related party  150   5,000 
Proceeds from notes payable  --   4,000 
Proceeds from notes payable-related party  11,185   5,000 
                
Net Cash Provided by Financing Activities  150   5,000   11,185   9,000 
                
Increase (Decrease) in Cash and Cash Equivalents  9   (20)  (1)  (20)
                
Cash and Cash Equivalents at Beginning Of Period  8   28   8   28 
                
Cash and Cash Equivalents at End of Period $17   8  $7   8 
                
Supplemental schedules of cash flow information:                
Interest paid  -   -   --   -- 
Income Taxes paid  -   -   --   -- 
 
The accompanying notes are an integral part of the unaudited financial statements.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, 2012 Annual 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, 2012 as 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 $39,149$72,247 for the sixnine months ending November 30, 2012.February 28, 2013. As of November 30, 2012,February 28, 2013, the Company reported an accumulated deficit of $9, 660,896.$9,693,984. 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 November 30, 2012,February 28, 2013, 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.

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.
 
 
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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 November 30, 2012 an officerFebruary 28, 2013 $110,886 was due $98,386 in accrued compensation and $5,460 as an advanceto the officer from the officer.Company for accrued compensation. The advances are on demand and bear no interest.
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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 November 30, 2012February 28, 2013 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 and sixnine month period ending November 30,February 28, 2013 and 2012 and 2011 the Company had no revenues. General and Administrative expense totaled $19,087$17,380 and $37,714$55,094 for the three and sixnine months ending November 30, 2012February 28, 2013 compared to $17,500$14,995 and $30,020$45,015 for the same period in 2011.2012. Interest expense was $717 and $1,435$2,152 for the three and sixnine month periods ending November 30,February 28, 2012 and $717 and $1,435$2,152 for the same period in 2011.2012. Net loss in the three and sixnine month period was $19,804$33,098 and $39,149$72,247 in November 30, 2012February 28, 2013 and $18,217$15,712 and $31,455$47,167 for the same periods in 2011.2012. The loss was a result of no revenue and during both 20122013 and 20112012 along with administrative expenses and interest. The net loss for the period ended February 28, 2013 was higher than the same period in 2012 due to the write down of a note receivable for $15,000.

LIQUIDITY AND CAPITAL RESOURCES

At November 30, 2012,February 28, 2013, the Company had $15,017$7 in current assets and current liabilities of $325,991,$344,078, resulting in working capital deficit of $310,974.$344,071. Shareholders' deficit as of November 30, 2012February 28, 2013 was $310,974.$344,071. Except for funds of $5,460$16,495 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.Company..

Net cash used in operations for the period ending November 30, 2012February 28, 2013 was $141$11,186 compared to net cash used of $5,020$9,020 for the same period in 2011.2012. Net cash used in investing activities for the period ending November 30, 2012February 28, 2013 was zero as well as for the same period in 2011.2012. Net cash provided by financing activities during the period ended November 30, 2012February 28, 2013 was $150$11,185 compared to net cash provided of $5,000$9,000 in 2011.
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2012.

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. 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.
9

EMPLOYEES

As of November 30, 2012February 28, 2013 the Company had no employees

CAPITAL EXPENDITURES

There were no capital expenditures during the quarter ended November 30, 2012.February 28, 2013.

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.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.reporting
 
 
10
 
 
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: January 14,April 20, 2013By: /s//s/ Gary Borglund 
  Gary Borglund, Principal Executive Officer 
  Principal Executive Officer and Principal Financial Officer
 

 

 
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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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