Document and Entity Information
Document and Entity Information - USD ($) | May 07, 2021 | Dec. 31, 2008 | Apr. 26, 2021 | Jun. 30, 2008 |
Details | ||||
Registrant CIK | 0001089297 | |||
Fiscal Year End | --12-31 | |||
Registrant Name | Novagant Corp | |||
SEC Form | 10-K | |||
Period End date | Dec. 31, 2008 | |||
Tax Identification Number (TIN) | 33-0038621 | |||
Number of common stock shares outstanding | 72,071,562 | |||
Public Float | $ 14,342,349 | |||
Filer Category | Non-accelerated Filer | |||
Current with reporting | No | |||
Interactive Data Current | No | |||
Voluntary filer | No | |||
Well-known Seasoned Issuer | No | |||
Shell Company | true | |||
Small Business | true | |||
Emerging Growth Company | true | |||
Ex Transition Period | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Entity File Number | 0-26675 | |||
Entity Incorporation, State or Country Code | NV | |||
Entity Address, Address Line One | 21073 Powerline Road | |||
Entity Address, Address Line Two | Suite 57 | |||
Entity Address, Postal Zip Code | 33433 | |||
Entity Address, City or Town | Boca Raton | |||
Entity Address, State or Province | FL | |||
City Area Code | 561 | |||
Local Phone Number | 750-3922 | |||
Entity Listing, Par Value Per Share | $ 0.001 | |||
Amendment Flag | false | |||
Document Fiscal Year Focus | 2008 | |||
Document Fiscal Period Focus | FY |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2008 | Dec. 31, 2007 |
Current assets: | ||
Cash and cash equivalents | $ 0 | $ 0 |
Total assets | 0 | 0 |
Current liabilities: | ||
Accounts payable | 10,102 | 10,102 |
Accrued payroll | 60,415 | 60,415 |
Notes payable | 10,000 | 10,000 |
Other accrued liabilities | 10,940 | 10,940 |
Total current liabilities | 91,457 | 91,457 |
Commitments and contingencies | 0 | 0 |
Stockholders' Deficit: | ||
Preferred stock: $0.01 par value 20,000,000 shares authorized, -0- and -0- shares issued and outstanding as of December 31, 2008 and December 31, 2007 | 0 | 0 |
Common stock, $0.001 par value, 100,000,000 shares authorized; 22,000,137 and 22,000,137 issued and outstanding as of December 31, 2008 and December 31, 2007 | 22,000 | 22,000 |
Additional paid-in capital | 18,214,341 | 18,214,341 |
Accumulated deficit | (18,327,798) | (18,327,798) |
Total stockholders' equity | (91,457) | (91,457) |
Total liabilities and equity | $ 0 | $ 0 |
Balance Sheets - Parenthetical
Balance Sheets - Parenthetical - $ / shares | Dec. 31, 2008 | Dec. 31, 2007 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 22,000,137 | 22,000,137 |
Common Stock, Shares, Outstanding | 22,000,137 | 22,000,137 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2008 | Dec. 31, 2007 | |
Details | ||
Revenue | $ 0 | $ 0 |
Cost of revenue | 0 | 0 |
Gross profit | 0 | 0 |
Total operating expenses | 0 | 0 |
Income loss from operations | 0 | 0 |
Net loss | $ 0 | $ 0 |
Basic and diluted earnings (loss) per common share | $ 0 | $ 0 |
Weighted-average number of common shares outstanding: | ||
Basic and diluted | 22,000,137 | 22,000,137 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2006 | $ 0 | $ 22,000 | $ 18,214,341 | $ (18,327,798) | $ (91,457) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2006 | 0 | 22,000,137 | |||
Net loss | 0 | 0 | |||
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2007 | $ 0 | $ 22,000 | 18,214,341 | (18,327,798) | (91,457) |
Shares, Outstanding, Ending Balance at Dec. 31, 2007 | 0 | 22,000,137 | |||
Net loss | 0 | 0 | |||
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2008 | $ 0 | $ 22,000 | $ 18,214,341 | $ (18,327,798) | $ (91,457) |
Shares, Outstanding, Ending Balance at Dec. 31, 2008 | 0 | 22,000,137 |
Statements of Cash flows
Statements of Cash flows - USD ($) | 12 Months Ended | |
Dec. 31, 2008 | Dec. 31, 2007 | |
Operating activities | ||
Net loss | $ 0 | $ 0 |
Changes in operating assets and liabilities | ||
Accounts payable and accrued liabilities | 0 | 0 |
Notes payable | 0 | 0 |
Other accrued liabilities | 0 | 0 |
Net cash provided by (used in) operating activities | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | 0 | 0 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2008 | |
Notes | |
Organization and Description of Business | Organization and Description of Business Novagant Corp. f/k/a TrimFast Group, Inc. is a Nevada corporation unless the context otherwise requires). We were previously involved in the vitamin and nutraceutical field. We tried to launch our own line of vitamin products and supplements. We were not successful and had to file for protection from creditors with the United States Bankruptcy Court. On August 30, 2003 Gene Foland paid the Bankruptcy Court a total of $23,500 for all rights, title, and interest in the Bankrupt estate. The shareholders common stock equity position was retained as part of this transaction. We are a developmental stage company and have no revenues to date. We are a "shell" company conducting virtually no business operation, other than our efforts to seek merger partners or acquisition candidates. We have no full time employees and own no real estate. We were previously involved in the nutraceutical field and offered a line of nutritional supplements. We were not successful in this business and were required to file for protection from creditors under the U.S. Bankruptcy Code. Since the shell entity was dismissed from bankruptcy, we have been looking to make an acquisition, a merger, exchange of capital stock, asset acquisition or other similar business combination (a "Business Combination") with an operating or development stage business (the "Target Business") which desires to utilize our status as a reporting corporation under the Securities Exchange Act of 1934 ("Exchange Act"). We intend to seek potential business opportunities and effectuate a Business Combination with a Target Business with significant growth potential which, in the opinion of our management, could provide a profit to both the Company and our shareholders. We intend to seek opportunities demonstrating the potential of long term growth as opposed to short term earnings. Our efforts in identifying a prospective Target Business are expected to emphasize businesses primarily located in the United States; however, we reserve the right to acquire a Target Business located primarily elsewhere. The Company made its last public filing on November 18, 2004 and filed a Form 15-12G on April 2, 2009. All financial statement information subsequent to December 31, 2003 is. Summary of Significant Accounting Policies Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. As of December 31, 2008 the Company had no cash and an accumulated deficit of $18,327,798. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. offering any form of financing. Historically, the Company raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its operations become profitable. Cash equivalents For purposes of the statement of cash flows, the Company considers cash equivalents to be highly liquid instruments if, when purchased, there original due dates were within three months. Stock based compensation The Company accounts for stock based compensation under Statement of Financial Accounting Standards No. 123 ("SFAS 123"). SFAS 123 defines a fair value based method of accounting for stock based compensation. However, SFAS 123 allows an entity to continue to measure compensation cost related to stock and stock options issued to employees using the intrinsic method of accounting prescribed by Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees". Entities electing to remain with the accounting method of APB 25 must make pro forma disclosures of net income and earnings per share, as if the fair value method of accounting defined in SFAS 123 had been applied. The Company has elected to account for its stock based compensation to employees under APB 25. Income taxes: The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). Under SFAS 109, income taxes are provided on the liability method whereby deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases and reported amounts of assets and liabilities. Deferred tax assets and liabilities are computed using enacted tax rates expected to apply to taxable income in the periods in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Reporting comprehensive income The Company reports and displays comprehensive income and its components as separate amounts in the financial statements with the same prominence as other financial statements. Comprehensive income includes all changes in equity during the year that results from recognized transactions and other economic events other than transactions with owners. There were no components of comprehensive income to report for the years ended December 31, 2008 and 2007. Use of estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
2. Note Payable
2. Note Payable | 12 Months Ended |
Dec. 31, 2008 | |
Notes | |
2. Note Payable | 2. Note Payable The Company's note payable is to an individual. The note bears interest at 10% per annum and is unsecured. Principal and interest were due in October 2004. |
3. Preferred Stock
3. Preferred Stock | 12 Months Ended |
Dec. 31, 2008 | |
Notes | |
3. Preferred Stock | 3. Preferred Stock The Company's preferred stock may be voting or have other rights and preferences as determined from time to time by the Board of Directors. |
4. Commitment
4. Commitment | 12 Months Ended |
Dec. 31, 2008 | |
Notes | |
4. Commitment | 4. Commitment On July 21, 2004, the Company entered into a Letter of Intent to purchase all of the outstanding common stock of Kadfield, Inc., dba Buy Micro in exchange for 2,000,000 share of the Company's common stock. Kadfield is a supplier of computer and electronic equipment and its customers are located nationwide. The acquisition of Kadfield, Inc. will be accounted for as a reverse merger. |
5. Contingency
5. Contingency | 12 Months Ended |
Dec. 31, 2008 | |
Notes | |
5. Contingency | 5. Contingency There were no commitments or contingencies as of December 31, 2008. |
6. Common Stock
6. Common Stock | 12 Months Ended |
Dec. 31, 2008 | |
Notes | |
6. Common Stock | 6. Common Stock On October 9, 2002, the Company's Board of Directors approved a 1-for-200 reverse stock split for all shareholders of record on that date. All share amounts in the accompanying financial statements have been restated to reflect the reverse stock split. On July 19, 2002, the Board of Directors authorized the issuance of 327,865 share of common stock of the Company to a shareholder in exchange for management services. Management of the Company valued the shares issued at $.001 per share, the par value of the Company's common stock, and recorded compensation expense in that period of $65,573. Management of the Company estimated the value of the Company's shares granted after considering the historical trend of the trading prices for its common stock and the limited volume of shares being traded. On October 10, 2002, the Board of Directors authorized the issuance of 1,000,000 share of common stock of the Company to an officer in exchange for management services. Management of the Company valued the shares issued at $.001 per share, the par value of the Company's common stock, and recorded compensation expense in that period of $10,000. Management of the Company estimated the value of the Company's shares granted after considering the historical trend of the trading prices for its common stock and the limited volume of shares being traded. On December 3, 2002, the Company issued 500,000 shares of its common stock in exchange for cash proceeds of $50,000. |
7. Income Taxes
7. Income Taxes | 12 Months Ended |
Dec. 31, 2008 | |
Notes | |
7. Income Taxes | 7. Income Taxes As a result of the Company's continued losses and uncertainties surrounding the realization of the net operating loss carryforwards, management has determined that the realization of deferred tax assets is uncertain. Accordingly, a valuation allowance equal to the net deferred tax asset amount has been recorded as of December 31, 2008 and 2007. Reconciliation of income taxes computed at the Federal statutory rate of 34% to the provision for income taxes is as follows for the years ended December 31: The Company has approximately $140,700 in Federal net operating losses, which, if not utilized, expire through 2023. The utilization of the net operating loss carryforwards could be limited due to restrictions imposed under Federal laws upon a change in ownership. The amount of the limitation, if any, has not been determined at this time. |
Organization and Description _2
Organization and Description of Business: Going Concern (Policies) | 12 Months Ended |
Dec. 31, 2008 | |
Policies | |
Going Concern | Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. As of December 31, 2008 the Company had no cash and an accumulated deficit of $18,327,798. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. offering any form of financing. Historically, the Company raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its operations become profitable. |
Organization and Description _3
Organization and Description of Business: Cash equivalents (Policies) | 12 Months Ended |
Dec. 31, 2008 | |
Policies | |
Cash equivalents | Cash equivalents For purposes of the statement of cash flows, the Company considers cash equivalents to be highly liquid instruments if, when purchased, there original due dates were within three months. |
Organization and Description _4
Organization and Description of Business: Stock based compensation (Policies) | 12 Months Ended |
Dec. 31, 2008 | |
Policies | |
Stock based compensation | Stock based compensation The Company accounts for stock based compensation under Statement of Financial Accounting Standards No. 123 ("SFAS 123"). SFAS 123 defines a fair value based method of accounting for stock based compensation. However, SFAS 123 allows an entity to continue to measure compensation cost related to stock and stock options issued to employees using the intrinsic method of accounting prescribed by Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees". Entities electing to remain with the accounting method of APB 25 must make pro forma disclosures of net income and earnings per share, as if the fair value method of accounting defined in SFAS 123 had been applied. The Company has elected to account for its stock based compensation to employees under APB 25. |
Organization and Description _5
Organization and Description of Business: Income taxes (Policies) | 12 Months Ended |
Dec. 31, 2008 | |
Policies | |
Income taxes | Income taxes: The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). Under SFAS 109, income taxes are provided on the liability method whereby deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases and reported amounts of assets and liabilities. Deferred tax assets and liabilities are computed using enacted tax rates expected to apply to taxable income in the periods in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
Organization and Description _6
Organization and Description of Business: Reporting comprehensive income (Policies) | 12 Months Ended |
Dec. 31, 2008 | |
Policies | |
Reporting comprehensive income | Reporting comprehensive income The Company reports and displays comprehensive income and its components as separate amounts in the financial statements with the same prominence as other financial statements. Comprehensive income includes all changes in equity during the year that results from recognized transactions and other economic events other than transactions with owners. There were no components of comprehensive income to report for the years ended December 31, 2008 and 2007. |
Organization and Description _7
Organization and Description of Business: Use of estimates (Policies) | 12 Months Ended |
Dec. 31, 2008 | |
Policies | |
Use of estimates | Use of estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Organization and Description _8
Organization and Description of Business: Going Concern (Details) - USD ($) | Dec. 31, 2008 | Dec. 31, 2007 |
Details | ||
Accumulated deficit | $ 18,327,798 | $ 18,327,798 |
4. Commitment (Details)
4. Commitment (Details) | 12 Months Ended |
Dec. 31, 2008shares | |
Details | |
Letter of Intent to purchase all outstanding common stock of acquiree in exchange for Company's common stock | 2,000,000 |
6. Common Stock (Details)
6. Common Stock (Details) | 12 Months Ended |
Dec. 31, 2002USD ($)shares | |
Stockholders' Equity, Reverse Stock Split | On October 9, 2002, the Company's Board of Directors approved a 1-for-200 reverse stock split for all shareholders of record on that date. All share amounts in the accompanying financial statements have been restated to reflect the reverse stock split. |
Stock Issued During Period, Shares, New Issues | shares | 500,000 |
Proceeds from Issuance of Common Stock | $ | $ 50,000 |
Shareholder | |
Stock Issued During Period, Shares, Issued for Services | shares | 327,865 |
Stock Issued During Period, Value, Issued for Services | $ | $ 65,573 |
Officer | |
Stock Issued During Period, Shares, Issued for Services | shares | 1,000,000 |
Stock Issued During Period, Value, Issued for Services | $ | $ 10,000 |
7. Income Taxes (Details)
7. Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2008USD ($) | |
Details | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% |
Operating Loss Carryforwards | $ 140,700 |