Dror Ortho-Design, Inc. - Quarter Report: 2008 June (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
x QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
June 30, 2008
o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
Commission
File No. 000-51783
Novint
Technologies, Inc.
(Exact
name of small business issuer as specified in it charter)
Delaware
|
|
85-0461778
|
(State
or other jurisdiction of incorporation or
|
|
(IRS
Employer Identification
|
organization)
|
|
No.)
|
4601
Paradise Boulevard NW, Suite B,
Albuquerque,
New Mexico 87114
(Address of principal executive offices)
(866)
298-4420
(Registrant's telephone number, including area code)
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) has been subject to such filing requirements
for
the past 90 days. Yes x
No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated filer o | Non-Accelerated Filer o | ||
Accelerated Filer o | Smaller Reporting Company x |
The registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o No x
APPLICABLE
ONLY TO CORPORATE ISSUERS:
Indicate
the number of shares outstanding of each issuer's classes of common stock,
as of
the latest practicable date: 32,235,062 issued and outstanding as of August
11, 2008.
NOVINT
TECHNOLOGIES, INC.
TABLE
OF
CONTENTS
TO
QUARTERLY REPORT ON FORM 10-Q
FOR
PERIOD ENDED JUNE 30, 2008
|
|
Page
|
PART
I
|
FINANCIAL
INFORMATION
|
|
Item
1.
|
Financial
Statements
|
F-2
|
|
Balance
Sheets
|
F-2
|
|
Statement
of Operations
|
F-3
|
Statement
of Changes in Stockholders’ Equity
|
F-4
|
|
|
Statements
of Cash Flows
|
F-5
|
|
Notes
to Financial Statements
|
F-6
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
2
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
10
|
Item
4.
|
Controls
and Procedures
|
10
|
|
|
|
PART
II
|
OTHER
INFORMATION
|
|
Item
1.
|
Legal
Proceedings
|
10
|
Item
1A.
|
Risk
Factors
|
11
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
11
|
Item
3.
|
Defaults
Upon Senior Securities
|
11
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
11
|
Item
5.
|
Other
Information
|
11
|
Item
6.
|
Exhibits
|
12
|
Signatures
|
15
|
|
Exhibits
|
PART
I - FINANCIAL INFORMATION
ITEM
1. FINANCIAL
STATEMENTS
Novint
Technologies, Inc.
|
BALANCE
SHEETS
|
June
30,
2008
|
December
31,
2007
|
||||||
(Unaudited)
|
|||||||
ASSETS
|
|||||||
CURRENT
ASSETS:
|
|||||||
Cash
and cash equivalents
|
$
|
2,401,404
|
$
|
2,704,367
|
|||
Accounts
receivable, net
|
40,301
|
80,724
|
|||||
Prepaid
expenses and other current assets
|
1,081,553
|
257,787
|
|||||
Inventory
|
1,375,039
|
474,461
|
|||||
Deposit
on purchase of inventory
|
363,111
|
469,644
|
|||||
Total
current assets
|
5,261,408
|
3,986,983
|
|||||
PROPERTY
AND EQUIPMENT, NET
|
495,880
|
443,576
|
|||||
DEFERRED
FINANCING COSTS
|
430,878
|
-
|
|||||
PREPAID
EXPENSES - NET OF CURRENT PORTION
|
866,409
|
125,706
|
|||||
SOFTWARE
DEVELOPMENT COSTS, NET
|
627,413
|
644,308
|
|||||
INTANGIBLE
ASSETS, NET
|
854,029
|
405,299
|
|||||
DEPOSITS
|
16,224
|
43,063
|
|||||
Total
assets
|
$
|
8,552,241
|
$
|
5,648,935
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
CURRENT
LIABILITIES:
|
|||||||
Accounts
payable
|
$
|
879,419
|
$
|
230,677
|
|||
Accrued
payroll related liabilities
|
227,551
|
195,549
|
|||||
Accrued
expenses
|
220,993
|
238,060
|
|||||
Accrued
expenses - related parties
|
28,917
|
22,564
|
|||||
Deferred
revenue
|
41,693
|
44,966
|
|||||
Total
current liabilities
|
1,398,573
|
731,816
|
|||||
LONG
TERM LIABILITIES:
|
|||||||
Convertible
notes payable, net of unamortized debt
|
|||||||
discount
of $4,799,274
|
362,924
|
-
|
|||||
Total
liabilities
|
1,761,497
|
731,816
|
|||||
COMMITMENTS
AND CONTINGENCIES
|
|||||||
STOCKHOLDERS'
EQUITY:
|
|||||||
Common
stock, authorized 150,000,000 shares, $0.01
|
|||||||
par
value; 32,097,032 and 31,898,955 shares issued
|
|||||||
and
outstanding, respectively
|
320,972
|
318,990
|
|||||
Additional
paid-in capital
|
31,342,817
|
25,348,138
|
|||||
Accumulated
deficit
|
(24,868,440
|
)
|
(20,745,404
|
)
|
|||
Accumulated
other comprehensive loss
|
(4,605
|
)
|
(4,605
|
)
|
|||
|
|||||||
Total
stockholders' equity
|
6,790,744
|
4,917,119
|
|||||
Total
liabilities and stockholders' equity
|
$
|
8,552,241
|
$
|
5,648,935
|
The
accompanying notes are an integral part of these financial
statements.
F-2
Novint
Technologies, Inc.
|
|||||||||||||
STATEMENTS
OF OPERATIONS
|
For
the Three Months Ended
|
For
the Six Months Ended
|
||||||||||||
June
30, 2008
|
June
30, 2007
|
June
30, 2008
|
June
30, 2007
|
||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||
Revenue:
|
|||||||||||||
Project
|
$
|
18,150
|
$
|
30,173
|
$
|
45,729
|
$
|
158,904
|
|||||
Product
|
65,949
|
35,490
|
110,199
|
35,490
|
|||||||||
Total
revenue
|
84,099
|
65,663
|
155,928
|
194,394
|
|||||||||
Cost
of goods sold:
|
|||||||||||||
Project
|
12,940
|
16,254
|
34,127
|
123,735
|
|||||||||
Product
|
70,270
|
41,445
|
129,153
|
41,445
|
|||||||||
Total
cost of goods sold
|
83,210
|
57,699
|
163,280
|
165,180
|
|||||||||
Gross
profit (loss)
|
889
|
7,964
|
(7,352
|
)
|
29,214
|
||||||||
Operating
expenses
|
|||||||||||||
Research
and development
|
281,405
|
387,071
|
594,931
|
622,641
|
|||||||||
General
and administrative
|
1,277,371
|
1,019,277
|
2,605,571
|
2,570,567
|
|||||||||
Depreciation
and amortization
|
119,042
|
67,929
|
218,190
|
109,117
|
|||||||||
Sales
and marketing
|
114,166
|
224,697
|
246,015
|
318,049
|
|||||||||
Total
operating expenses
|
1,791,984
|
1,698,974
|
3,664,707
|
3,620,374
|
|||||||||
Loss
from operations
|
(1,791,095
|
)
|
(1,691,010
|
)
|
(3,672,059
|
)
|
(3,591,160
|
)
|
|||||
Other
(income) expense
|
|||||||||||||
Interest
income
|
(1,539
|
)
|
(79,913
|
)
|
(13,791
|
)
|
(107,548
|
)
|
|||||
Interest
expense
|
30,448
|
36
|
31,152
|
143,720
|
|||||||||
Debt
discount related to convertible debts
|
435,823
|
-
|
435,823
|
-
|
|||||||||
Other
(income) expense
|
-
|
-
|
(2,207
|
)
|
-
|
||||||||
Net
other (income) expense
|
464,732
|
(79,877
|
)
|
450,977
|
36,172
|
||||||||
Net
loss
|
$
|
(2,255,827
|
)
|
$
|
(1,611,133
|
)
|
$
|
(4,123,036
|
)
|
$
|
(3,627,332
|
)
|
|
Loss
per share, basic and diluted:
|
|||||||||||||
Net
loss
|
$
|
(0.07
|
)
|
$
|
(0.05
|
)
|
$
|
(0.13
|
)
|
$
|
(0.13
|
)
|
|
Weighted-average
common shares
|
|||||||||||||
outstanding,
basic and diluted
|
31,949,234
|
30,817,996
|
31,926,032
|
27,105,868
|
The
accompanying notes are an integral part of these financial statements.
F-3
Novint
Technologies, Inc.
|
||||||||||||||||||
STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY
|
||||||||||||||||||
For
the Six Months Ended June 30,
2008
|
Accumulated
|
|||||||||||||||||||
Additional
|
Other
|
||||||||||||||||||
Common
Stock
|
Paid-in
|
Accumulated
|
Comprehensive
|
||||||||||||||||
Shares
|
Amount
|
Capital
|
(Deficit)
|
Loss
|
Total
|
||||||||||||||
Balances,
December 31, 2007
|
31,898,955
|
$
|
318,990
|
$
|
25,348,138
|
$
|
(20,745,404
|
)
|
$
|
(4,605
|
)
|
$
|
4,917,119
|
||||||
Common
stock issued for services
|
7,664
|
77
|
7,123
|
-
|
-
|
7,200
|
|||||||||||||
Common
stock issued related to conversion
|
|||||||||||||||||||
of
convertible debts
|
72,900
|
729
|
72,170
|
-
|
-
|
72,899
|
|||||||||||||
Common
stock issued for settlement of
|
|||||||||||||||||||
accrued
liabilities
|
114,963
|
1,150
|
112,750
|
-
|
-
|
113,900
|
|||||||||||||
Common
stock issued related to cashless
|
|||||||||||||||||||
options
|
2,550
|
26
|
(26
|
)
|
-
|
-
|
-
|
||||||||||||
Options
vested for employees services
|
-
|
-
|
237,106
|
-
|
-
|
237,106
|
|||||||||||||
Options
vested to consultants for services
|
-
|
-
|
282,000
|
-
|
-
|
282,000
|
|||||||||||||
Warrants
issued for financing costs
|
-
|
-
|
48,459
|
-
|
-
|
48,459
|
|||||||||||||
Debt
discount and beneficial conversion
|
|||||||||||||||||||
feature
related to convertible notes
|
-
|
-
|
5,235,097
|
-
|
-
|
5,235,097
|
|||||||||||||
Net
loss
|
-
|
-
|
(4,123,036
|
)
|
-
|
(4,123,036
|
)
|
||||||||||||
Balances,
June 30, 2008 (Unaudited)
|
32,097,032
|
$
|
320,972
|
$
|
31,342,817
|
$
|
(24,868,440
|
)
|
$
|
(4,605
|
)
|
$
|
6,790,744
|
The
accompanying notes are an integral part of these financial statements.
F-4
Novint
Technologies, Inc.
|
||||||||||
STATEMENTS
OF CASH FLOWS
|
For
the Six Months Ended
|
|||||||
June
30,
|
June
30,
|
||||||
2008
|
2007
|
||||||
(Unaudited)
|
(Unaudited)
|
||||||
Cash
flows from operating activities:
|
|||||||
Net
loss
|
$
|
(4,123,036
|
)
|
$
|
(3,627,332
|
)
|
|
Adjustments
to reconcile net loss to net cash provided by (used in)
|
|||||||
operating
activities
|
|||||||
Depreciation
and amortization
|
218,190
|
109,117
|
|||||
Amortization
of capitalized finance cost and debt discount
|
464,017
|
-
|
|||||
Common
stock issued for services
|
7,200
|
358,502
|
|||||
Options
issued to employees and consultant for services
|
519,106
|
636,509
|
|||||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
receivable
|
40,423
|
(9,807
|
)
|
||||
Prepaid
expenses
|
(807,866
|
)
|
(131,329
|
)
|
|||
Inventory
|
(900,578
|
)
|
(11,924
|
)
|
|||
Deposit
on purchase of inventory
|
106,533
|
-
|
|||||
Prepaid
expenses
|
(740,703
|
)
|
-
|
||||
Deposits
|
26,839
|
30,614
|
|||||
Accounts
payable and accrued liabilities
|
131,647
|
252,408
|
|||||
Accrued
expenses related party
|
24,353
|
(54,915
|
)
|
||||
Costs
and estimated earnings in excess of billings on contracts, net
|
-
|
(10,818
|
)
|
||||
Deferred
revenues
|
(3,273
|
)
|
21,746
|
||||
Billings
in excess of costs and estimated earnings on contracts, net
|
-
|
(5,500
|
)
|
||||
Net
cash (used in) operating activities
|
(5,037,148
|
)
|
(2,442,729
|
)
|
|||
Cash
flows from (to) investing activities:
|
|||||||
Intangible
expenditures
|
(22,539
|
)
|
(97,006
|
)
|
|||
Capital
outlay for software development costs
|
(59,549
|
)
|
(320,920
|
)
|
|||
Capital
outlay for investment in marketable securities
|
-
|
(1,980,900
|
)
|
||||
Property
and equipment purchases
|
(103,323
|
)
|
(78,283
|
)
|
|||
Net
cash (used in) investing activities
|
(185,411
|
)
|
(2,477,109
|
)
|
|||
Cash
flows from (to) financing activities:
|
|||||||
Proceeds
from exercise of options
|
-
|
132,636
|
|||||
Proceeds
from issuance of common stock
|
-
|
10,080,000
|
|||||
Offering
costs
|
(315,501
|
)
|
(370,010
|
)
|
|||
Proceeds
from convertible notes payable
|
5,235,097
|
-
|
|||||
Net
cash provided by financing activities
|
4,919,596
|
9,842,626
|
|||||
Net
increase (decrease) in cash and cash equivalents
|
(302,963
|
)
|
4,922,788
|
||||
Cash
and cash equivalents at beginning of period
|
2,704,367
|
255,468
|
|||||
Cash
and cash equivalents at end of period
|
$
|
2,401,404
|
$
|
5,178,256
|
|||
Supplemental
information:
|
|||||||
Interest
paid
|
$
|
-
|
$
|
-
|
|||
Income
taxes paid
|
$
|
-
|
$
|
-
|
|||
Non-cash
investing and financing activities:
|
|||||||
Debt
discount and deferred financing cost related to convertible notes
|
|||||||
payable
recorded against paid-in capital
|
$
|
5,235,097
|
$
|
-
|
|||
Payment
of offering costs with
60,000
warrants
|
$
|
48,459
|
$
|
-
|
|||
Deferred
financing cost recognize and netted against paid-in capital
|
$
|
-
|
$
|
54,354
|
|||
Purchase
of licenses with common stock
|
$
|
-
|
$
|
10,001
|
|||
Conversion
of convertible debts with common stock
|
$
|
72,899
|
$
|
-
|
|||
Payment
of notes payable and accrued interest with common stock
|
$
|
-
|
$
|
358,081
|
|||
Payment
of accrued liabilities with common stock
|
$
|
113,900
|
$
|
74,000
|
|||
Receivable
related to stock options exercised
|
$
|
-
|
$
|
75,000
|
The
accompanying notes are an integral part of these financial statements.
F-5
Novint
Technologies, Inc.
NOTES
TO FINANCIAL STATEMENTS
JUNE
30, 2008 AND 2007
(Unaudited)
NOTE
1 — BASIS OF PRESENTATION AND NATURE OF BUSINESS
Basis
of Presentation
The
unaudited financial statements have been prepared by Novint Technologies,
Inc.
(the “Company“ or “Novint”), in accordance with generally accepted accounting
principles for interim financial information and with the instructions for
Form
10-Q and Regulation S-X as promulgated by the Securities and Exchange
Commission (“SEC”). Accordingly, these financial statements do not include all
of the disclosures required by generally accepted accounting principles in
the
United States of America for complete financial statements. These unaudited
interim financial statements should be read in conjunction with the audited
financial statements and the notes thereto included on Form 10-KSB for the
period ended December 31, 2007. In the opinion of management, the unaudited
interim financial statements furnished herein include all adjustments, all
of
which are of a normal recurring nature, necessary for a fair statement of
the
results for the interim period presented. The results of the three and six
months ended June 30, 2008 are not necessarily indicative of the results
to be
expected for the full year ending December 31, 2008.
Reclassifications
Certain
prior year amounts were reclassified to conform to the June 30, 2008
presentation.
Nature
of Business
Novint
Technologies, Inc. (the “Company” or “Novint”) was originally incorporated in
the State of New Mexico in April 1999. On February 26, 2002, the Company
changed
its state of incorporation to Delaware by merging with Novint Technologies,
Inc., a Delaware corporation. This merger was accounted for as a reorganization
of the Company. The Company currently is engaged in the development and sale
of
3D haptics products and equipment. Haptics refers to one’s sense of touch. The
Company’s focus is in the consumer interactive computer gaming market, but the
company also does project work in other areas. The Company’s operations are
based in New Mexico with sales of its haptics products primarily to consumers
through the Company’s website at www.novint.com and retail outlets.
Management’s
Plans
As
of
June 30, 2008, the Company had total current assets of $5,261,408 and total
current liabilities of $1,398,573, resulting in a working capital surplus
of
$3,862,835. As of June 30, 2008, the Company had cash totaling $2,401,404.
During the six months ended June 30, 2008 as further discussed in Note 4,
the
Company raised approximately $5,235,000 from the issuance of convertible
notes
and warrants through a subscription agreement. The Company believes that
it has
sufficient capital to sustain its operations for twelve months; however,
it will
require additional working capital in order to fully execute on its business
plans with respect to the haptics technology and the further development
of the
Novint Falcon and related software and accessories.
F-6
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Software
Development Costs
The
Company accounts for its software development costs in accordance with Statement
of Financial Accounting Standards (SFAS) Number 86, Accounting for the Costs
of
Computer Software to be Sold, Leased, or Otherwise Marketed. This statement
requires that, once technological feasibility of a developing product has
been
established, all subsequent costs incurred in developing that product to
a
commercially acceptable level be capitalized and amortized ratably over the
estimated life of the product, which is generally 5 years. The Company has
capitalized software development costs in connection with its haptics technology
beginning in 2000. Amortization is computed on the straight-line basis over
the
estimated life (5 years) of the haptics technology. As of June 30, 2008,
the
Company’s capitalized software development costs totaled $627,413 (net of
$266,919 of accumulated amortization). The estimated annual amortization
expense
related to the capitalized software development cost is approximately $155,000
per year. Amortization expense related to software development costs for
the
three and six months ended June, 2008 and 2007 totaled $39,225 and $76,983,
and
$18,735 and $34,548, respectively.
The
Company follows Statement of Position (SOP) No. 98-1, Accounting for the
Costs
of Computer Software Developed or Obtained for Internal Use, which requires
capitalization of certain costs incurred during the development of internal
use
software. Through June 30, 2008, capitalizable costs incurred have not been
significant for any development projects. Accordingly, the Company has charged
all related costs to research and development expense in the periods incurred.
Property
and Equipment
Property
and equipment is stated at cost. Depreciation on property and equipment is
calculated on a straight-line depreciation method over the estimated useful
lives of the assets, which range from 3 to 5 years for software and
computer equipment, and 5 years for office equipment. Repairs and
maintenance costs are expensed as incurred. Depreciation expense was $26,849
and
$51,019, and $11,181 and $17,597 for the three and six months ended June
30,
2008 and 2007, respectively.
Intangible
Assets
Intangible
assets consist of licensing agreements of $1,228,044 and patents of $40,706,
and
are carried at cost less accumulated amortization of $414,721. Amortization
is
computed using the straight-line method over the economic life of the assets,
which range between 3 and 12 years. For the three and six months ended June
30,
2008 and 2007, the Company recognized amortization expense of approximately
$52,968 and $90,188, and $38,013 and $56,972, respectively, related to
intangible assets.
Annual
amortization of intangible assets remaining at June 30, 2008, is as
follows:
Year
Ended December 31,
|
||||
2008
|
253,562
|
|||
2009
|
343,471
|
|||
2010
|
253,871
|
|||
2011
|
2,500
|
|||
2012
and after
|
625
|
|||
Total
|
$
|
854,029
|
Revenue
and Cost Recognition
The
Company recognizes revenue from the sale of software products under the
provisions of SOP 97-2, Software Revenue Recognition, as amended by SOP 98-4
and
SOP 98-9. SOP 97-2 generally requires that revenue recognized from software
arrangements be allocated to each element of the arrangement based on the
relative vendor specific objective evidence of fair values of the elements,
such
as software products, upgrades, enhancements, post contract customer support,
installation or training. Under SOP 97-2, if the determination of vendor
specific objective evidence of fair value for each element of the arrangement
does not exist, all revenue from the arrangement is deferred until such time
that evidence does exist or until all elements of the arrangement are
delivered.
SOP
97-2
was amended in December 1998 by SOP 98-9, Modification of SOP 97-2 Software
Revenue Recognition with Respect to Certain Transactions. SOP 98-9 clarified
what constitutes vendor specific objective evidence of fair value and introduced
the concept of the “residual method” for allocating revenue to elements in a
multiple element arrangement.
F-7
The
Company’s revenue recognition policy is as follows:
Project
revenue consists of programming services provided to unrelated parties under
fixed-price contracts. Revenues from fixed price programming contracts are
recognized in accordance with SOP 81-1, Accounting for Performance of
Construction-Type and Certain Production-Type Contracts, and Accounting Research
Bulletin (ARB) 45, Long-Term Construction-Type Contracts, using the
percentage-of-completion method, measured by the percentage of costs incurred
to
date compared with the total estimated costs for each contract. The Company
accounts for these measurements in the accompanying balance sheets under
costs
and estimated earnings in excess of billings on contracts, and billings in
excess of costs and estimated earnings on contracts. Provisions for estimated
losses on uncompleted contracts are made and recorded in the period in which
the
loss is identified. As of June 30, 2008 the Company did not have any costs
and
estimated earnings in excess of billings on contracts or any billings in
excess
of costs and estimated earnings on contracts. All contracts were 100% complete
as of June 30, 2008.
Revenue
from product sales relates to the sale of the Falcon haptics interface, which
is
a human-computer user interface (the “Falcon”) and related accessories. The
Falcon allows the user to experience the sense of touch when using a computer,
while holding its interchangeable handle. The Falcons are manufactured by
an
unrelated party. Revenue from the product sales is recognized when the products
are shipped to the customer and the Company has earned the right to receive
and
retain reasonable assured payments for the products sold and delivered.
Consequently, if all these revenue from product sales requirements are not
met,
such sales will be recorded as deferred revenue until such time as all revenue
recognition requirements are met.
As
of
June 30, 2008, the Company had recorded $41,693 of deferred revenue, which
represents fees received for product and project revenues that have not met
all
revenue recognition requirements.
Emerging
Issues Task Force (EITF) 00-10, Accounting for Shipping and Handling Fees
and Costs, require amounts billed to a customer in a sales transaction related
to shipping and handling, if any, to be classified and accounted for as revenues
earned for the goods provided whereas shipping and handling costs incurred
by a
company are required to be classified as cost of sales. The Company’s costs
associated with shipping product items to the Company’s customers are included
in the Company’s Cost of Goods Sold, which for the three and six months ended
June 30, 2008 and 2007 approximated $16,800 and $24,900, and $0 and $0,
respectively.
Arrangements
made with certain customers, including slotting fees and co-operative
advertising, are accounted for in accordance with EITF No. 01-9, Accounting
for
Consideration Given by a Vendor to a Customer (Including a Reseller of the
Vendor's Products). These incentives are recognized as a reduction in revenue
or
as a selling, general, and administrative expense, respectively, when payment
is
made to a customer (or at the time the Company has incurred the obligation,
if
earlier) unless the Company receives a benefit over a period of time and
the
Company meets certain other criteria, such as retailer performance,
recoverability and enforceability, in which case the incentive is recorded
as an
asset and is amortized as a reduction of revenue over the term of the
arrangement.
EITF
01-14, Income Statement Characterization of Reimbursements Received for
“Out-of-Pocket” Expenses Incurred, requires reimbursements received for
out-of-pocket expenses incurred while providing services to be characterized
in
the statements of operations as revenue. The Company’s out-of-pocket expenses
incurred in connection with their project revenues are recognized in revenues
based on a computed overhead rate that is included in their project labor
costs
to derive a project price.
In
accordance with EITF 99-19, Reporting Revenue Gross as a Principal versus
Net as
an Agent, the Company recognizes its product sales on a gross basis. The
Company
is responsible for fulfillment, including the acceptability of the product
ordered. The Company has risks and rewards of ownership such as the risk
of loss
for collection, delivery or returns. Title passes to the customer upon receipt
of the product by the customer. In accordance with the Company’s agreement with
its customer, further obligation is limited to the terms defined in its
warranty.
The
Company’s customers are provided a one (1) year limited warranty on the Falcon.
This warranty guarantees that the products shall be free from defects in
material and workmanship. Additionally, the Company offers its customers
of the
Falcon a 30 day money back guarantee. The Company continually evaluates its
reserve accounts for both the limited warranty and 30 day money back guarantee
based on its historical activities.
As
of
June 30, 2008, the Company has accrued $8,190 as warranty reserve.
F-8
Loss
per Common Share
Statement
of Financial Accounting Standards No. 128,
Earnings Per Share,
(SFAS
128) provides for the calculation of “Basic” and “Diluted” earnings per share.
Basic earnings per share includes no dilution and is computed by dividing
net
loss available to common shareholders by the weighted average number of common
shares outstanding for the period. All potentially dilutive securities have
been
excluded from the computations since they would be antidilutive. However,
these
dilutive securities could potentially dilute earnings per share in the future.
As of June 30, 2008 and 2007, the Company had a total of 23,029,456 and
26,245,724 in potentially dilutive securities, respectively.
Stock
Option Plans
The
Company adopted SFAS No. 123 (Revised 2004), Share Based Payment (“SFAS
No. 123R”), under the modified-prospective transition method on
January 1, 2006. SFAS No. 123R requires companies to measure and
recognize the cost of employee services received in exchange for an award
of
equity instruments based on the grant-date fair value. Share-based compensation
recognized under the modified-prospective transition method of SFAS
No. 123R includes share-based compensation based on the grant-date fair
value determined in accordance with the original provisions of SFAS
No. 123, Accounting for Stock-Based Compensation, for all share-based
payments granted prior to and not yet vested as of January 1, 2006 and
share-based compensation based on the grant-date fair-value determined in
accordance with SFAS No. 123R for all share-based payments granted after
January 1, 2006.
The
Company recognized $237,106 and $190,620 in employee share-based compensation
expense for the six months ended June 30, 2008 and 2007, respectively. The
fair
value of the stock options was estimated using the Black-Scholes option pricing
model. In calculating the fair value of options for stock based compensation
for
the six months ended June 30, 2008, the following assumptions were used:
closing
price of the common stock at the date of grant, risk-free rates ranged from
4.00% to 5.25%, volatility of the options ranged from 73% to 157%, estimated
lives of 3 to 10 years and exercise prices ranged from $0.66 to $1.20 per
share.
Research
and Development
Research
and development costs are expensed as incurred and amounted to $281,405 and
$594,931, and $387,071 and $622,641 for the three and six months ended June
30,
2008 and 2007, respectively.
Recently
Issued Accounting Pronouncements
The
Company has adopted all recently issued accounting pronouncements. The adoption
of the accounting pronouncements, including those not yet effective is not
anticipated to have a material effect on the financial position or results
of
operations of the Company.
In
March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities - an amendment of FASB Statement No. 133” (“SFAS No.
161”). SFAS No. 161 amends and expands the disclosure requirements of SFAS No.
133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No.
133”). The objective of SFAS No. 161 is to provide users of financial statements
with an enhanced understanding of how and why an entity uses derivative
instruments, how derivative instruments and related hedged items are accounted
for under SFAS No. 133 and its related interpretations, and how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. SFAS No. 161 requires qualitative
disclosures about objectives and strategies for using derivatives, quantitative
disclosures about fair value amounts of and gains and losses on derivative
instruments, and disclosures about credit-risk-related contingent features
in
derivative agreements. SFAS No. 161 applies to all derivative financial
instruments, including bifurcated derivative instruments (and nonderivative
instruments that are designed and qualify as hedging instruments pursuant
to
paragraphs 37 and 42 of SFAS No. 133) and related hedged items accounted
for
under SFAS No. 133 and its related interpretations. SFAS No. 161 also amends
certain provisions of SFAS No. 131. SFAS No. 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. SFAS No. 161 encourages, but
does
not require, comparative disclosures for earlier periods at initial adoption.
The Company has not yet determined the effect on its consolidated financial
statements, if any, upon adoption of SFAS No. 161.
F-9
NOTE
3 — INTANGIBLE ASSETS
Intangible
assets consisted of the following at June 30, 2008:
Licensing
agreements
|
$
|
1,228,043
|
||
Patent
|
40,707
|
|||
Less
accumulated amortization
|
(414,721
|
)
|
||
$
|
854,029
|
NOTE
4- CONVERTIBLE NOTES PAYABLE
In
March
2008, the Company closed on a $2,025,000 private placement of debt securities
under Regulation D promulgated under the Securities Act of 1933 pursuant to
the terms of a subscription agreement among the Company and the subscribers’
signatory thereto (the "Subscription Agreement"). From April 2008 through
June
2008, the Company closed an additional $3,210,097 for an aggregate Subscription
Agreement amount of $5,235,097. Each Subscriber acquired an unsecured
convertible note in the principal amount invested and a warrant to purchase
shares of the Company’s common stock with an exercise price of $1.00 per
share. In each case, the number of shares of common stock underlying the
warrant equals the principal amount of the unsecured convertible note. Each
warrant is exercisable for a term of five (5) years. The unsecured
convertible notes have a three (3) year maturity, require payment of principal
and interest in full on the maturity date, and accrue interest at a rate
of
seven percent (7%) beginning on the first anniversary of their respective
dates of issuance. At the option of the holder, principal outstanding under
a
note may be converted into common stock at the conversion rate then in
effect, initially $1.00 per share. Upon conversion, the holder will receive
common stock at the conversion price of $1.00 per share and additional warrants
to purchase shares of common stock at an exercise price of $1.50 per
share. The number of shares of common stock underlying the additional
warrants shall equal one-half (1/2) the principal and interest amounts
converted. The additional warrants shall be exercisable for a term of five
(5) years. Certain existing shareholders of the Company are entitled to
purchase notes and warrants under the terms of the Subscription Agreement
and
the Company was required to create a second offering of these notes and
warrants.
The
Company has recorded $459,073 as deferred financing costs associated with
the
closing that occurred on June 30, 2008. This amount represents $197,049 accrued
for legal expenses associated with the private placement, $149,403 paid to
an
investment banking company and $112,621 for the value of warrants to purchase
143,403 shares of the Company’s common
stock at $1.00 per share for 5 years owed to the same investment banking
company. These amounts are being amortized to interest expense over the term
of
the notes.
The
Company has determined the convertible debenture contains a beneficial
conversion feature and qualifies for treatment under Emerging Issues Task
Force
No. 00-27. The estimated fair value of the detachable warrants of $4,462,663
has
been determined using Black-Scholes option pricing model using the following
assumptions: stock price volatility of 124% to 125%, risk free interest rate
of
3.77%; dividend yield of 0% and 3 year term. The face amount of the convertible
debenture of $5,235,097 was proportionately allocated to the debenture and
the
warrants in the amount of $2,849,425 and $2,385,672, respectively. The
convertible debentures’ proportionate allocated value of $2,849,425 was then
further allocated between the debenture and the beneficial conversion feature,
and the entire remaining value of $2,849,425 was allocated to the beneficial
conversion feature. The combined total value of the warrant and beneficial
conversion feature of $5,235,097 has been accounted for as a debt discount
that
is being amortized and treated as interest expense over the term of the
convertible debenture under the effective interest method.
NOTE
5 — COMMITMENTS AND CONTINGENCIES
From
time
to time, in the normal course of business, the Company is subject to routine
litigation incidental to its business. Although there can be no assurances
as to
the ultimate disposition of any such matters, it is the opinion of management,
based upon the information available at this time, that there are no matters,
individually or in the aggregate, that will have a material adverse effect
on
the results of operations and financial condition of the Company.
The
Company has licensing agreements with various parties providing gaming software.
These licensing agreements have royalty provisions which require royalty
fees
ranging from 5% to 50% of either gross revenue or net revenue and one licensing
agreement has a royalty provision of $0.50 per end user. Royalty fees
paid or accrued for the six months ended June 30, 2008 and 2007 related to
these
licensing agreements approximated $1,474,872 and $0, respectively, of which
$1,732,818 remains as prepaid expenses as of June 30, 2008. Based
upon reaching certain milestones, the Company may be required to pay additional
amounts.
F-10
NOTE
6 — STOCKHOLDERS’ EQUITY
Sale
of Common Stock and Warrant
During
January 2007, the Company sold 500,000 shares of common stock and warrants
for
500,000 shares of common stock to 8 investors for a total of $500,000. The
warrants have an exercise price of $1.00 per share and life of five
years.
Unit
Subscription Agreement
On
March 5, 2007, the Company entered into a Unit Subscription Agreement (the
“Agreement”) with 42 accredited investors (the “Purchasers”) pursuant to which
the Company issued and sold $9,000,000 of Units, at a price of one dollar
per
Unit. Each Unit consists of one share of common stock, and one five-year
warrant
to purchase one share of common stock at an exercise price of $1.50.
Accordingly, an aggregate of 9,000,000 shares of its common stock, and warrants
to purchase 9,000,000 shares of common stock were issued (the “Financing”). The
Financing closed on March 5, 2007. Under the terms of the Unit Subscription
Agreement the Company may sell an additional 1,000,000 Units for $1,000,000
to a
strategic investor, of which the Company closed on the sale of 580,000 units
for
$580,000 on May 11, 2007. Gross proceeds from the Financing to the Company
were
$9,000,000, of which $320,010 was paid to certain individuals who served
as
placement agents for the transaction and approximately $50,000 was paid to
counsel for the Purchasers in connection with the transaction. In addition,
the
Company had netted a previously capitalized deferred offering cost totaling
$54,354 towards the gross proceeds from the Financing. The
Company granted warrants to purchase 320,000 shares of common stock with
an
exercise price of $1.50 to certain individuals who served as placement agents
in
the financing and options to purchase 173,419 shares of common stock with
an
exercise price of $1.00 to AF Double Eagle upon the closing of the Financing.
These warrants and options have been accounted for as related offering costs.
Mr. Tom
Anderson, the Company’s Chief Executive Officer, invested $25,000 in the
Financing.
As
part
of the terms of the Agreement, the Company entered into an Investor Rights
Agreement among the Purchasers pursuant to which the Company has agreed to
file
a registration statement to register for resale of the shares of common stock
sold in the Financing, including the shares of common stock underlying the
warrants, within 55 days following the closing of the Financing. Subject to
certain exceptions, in the event the registration statement is not filed
within
such 55 day period or does not become effective within certain time periods
set forth in the Investor Rights Agreement, the Company would be required
to pay
each purchaser in the Financing an amount in cash equal to 0.0333% of the
sum of
(i) the purchase amount paid by the Purchaser and (ii) the amount paid
upon exercise of the warrants for each day the filing or effectiveness of
the
registration statement is delayed and, pursuant to the terms of the warrants,
the Purchasers would be entitled to exercise their warrants pursuant to a
cashless exercise formula. In addition, the Company has agreed not to grant
any
registration rights that are senior to the registration rights of the Purchasers
for a period of two years from the closing date without the prior written
consent of a majority of the Purchasers. The Company filed a Form SB-2
registration statement as required by the Agreement on May 24, 2007 and it
became effective on June 19, 2007 within the required timeline of the
Agreement.
NOTE
7 — RELATED PARTIES
On
February 18, 2004, the Company granted to a significant shareholder, for
future
services, 125,000 options to purchase common stock at an exercise price of
$0.66
per share. The options have a 5-year annual vesting provision. Options granted
to consultants are valued each reporting period to determine the amount to
be
recorded as consultant expense in the respective period. As the options vest,
they will be valued one last time on the vesting date and an adjustment will
be
recorded for the difference between the value already recorded and the current
value on date of vesting. At June 30, 2008, the Company calculated the value
of
the options using the Black-Scholes model based on the following assumptions:
a
risk-free rate of 4.00%, volatility of 120%, estimated life of 10 years and
a
fair market value of $1.01 per share. At March 31, 2004, the Company calculated
the initial value of the options using the Black-Scholes model based on the
following assumptions: a risk-free rate of 4.05%, volatility of 91%, estimated
life of 10 years and a fair market value of $1.00 per share. The vesting
schedule is prorated over the reporting period, and $10,917 and $18,851,
respectively, was recorded as consultant expense during the six months ended
June 30, 2008 and 2007.
F-11
In
March
2004, Normandie New Mexico Corporation, which is owned by the former Chief
Executive Officer (CEO) of Manhattan Scientific (a significant shareholder)
who
is also a member of the Company’s Board of Directors, entered into an agreement
with the Company to provide consulting services in relation to business
development and marketing support. Fees per the agreement are $6,250 per
month.
For the six months ended June, 2008 and 2007, the Company had paid $37,500
and
$112,500, respectively, for these services. As of June 30, 2008, the Company
owed $-0- to Normandie New Mexico under the agreement.
On
June
10, 2004, the Company granted 250,000 options to purchase common stock to
one of
the member of the Company’s Board of Directors for future consulting services at
an exercise price of $0.66 per share. The options have a 5-year annual vesting
provision. At June 30, 2004, the Company calculated the initial value of
these
options using the Black-Scholes model based on the following assumptions:
a
risk-free rate of 4.81%, volatility of 100%, estimated life of 10 years and
a
fair market value of $1.00 per share. At June 30, 2008, the Company calculated
the value of the options using the Black-Scholes model based on the following
assumptions: a risk-free rate of 4.00%, volatility of 120%, estimated life
of 10
years and a fair market value of $1.01 per share. The vesting schedule is
prorated over the reporting period, and approximately $26,000 and $21,000,
respectively, was recorded as consulting expense during the six months ended
June 30, 2008 and 2007.
One
of
the members of the Company’s Board of Directors provided legal services to
the Company. Total legal expense incurred by the Company for such legal
services by this director totaled $100,935 and $79,030 for the six months
ended
June 30, 2008 and 2007, respectively. At the beginning of 2008, the Company
granted this board member options to purchase 100,000 shares of common stock
with an exercise price of $.89 per share for service performed and to be
performed in relation to the Company’s patents. As of June 30, 2008, 6,709
options had vested and the Company recorded $8,206 in expense related to
these
vested options.
F-12
ITEM
2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward
Looking Statements
Certain
statements in the Management’s Discussion and Analysis (“MD&A”), other than
purely historical information, including estimates, projections, statements
relating to our business plans, objectives and expected operating results,
and
the assumptions upon which those statements are based, are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. These forward-looking statements generally
are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions.
Forward-looking statements are based on current expectations and assumptions
that are subject to risks and uncertainties which may cause actual results
to
differ materially from the forward-looking statements. We undertake no
obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events, or otherwise.
As
used in this Form 10-Q, unless the context requires otherwise, “we” or “us” or
the “Company” or “Novint” means Novint Technologies, Inc.
2
OVERVIEW
We
were
initially incorporated in the State of New Mexico as Novint Technologies,
Inc.
in April 1999. On February 26, 2002, we changed our state of incorporation
to
Delaware by merging into Novint Technologies, Inc., a Delaware corporation.
We
have no subsidiaries and operate our business under Novint Technologies,
Inc. We
are a haptics technology company (haptics refers to your sense of touch).
We
develop, market and sell applications and technologies that allow people
to use
their sense of touch to interact with computers.
We
have
derived revenues from 3D touch hardware sales, 3D touch software sales, and
the
development of professional applications for our customers. We launched our
Falcon product in June 2007, and are selling it in our on-line store and
in a
number of retailers and other websites. We launched an on-line game store
in
November 2007. We also have completed a number of professional application
contracts with customers who desire custom developed software.
Novint
focuses the majority of its efforts to exploit opportunities in the consumer
console and PC interactive games market. Using our haptics technology, games
and
applications will have the crucial missing “third sense”, touch, to human
computer interaction. Users will be able to directly and intuitively feel
the
shape, texture, and physical properties of virtual objects using our computer
touch software. Our haptic technology and related hardware for consumers
is now
the primary focus of our operations whereas in the past it had been professional
applications. We will devote a majority of our resources to further developing
this market and seeking new business relationships with video game developers
and publishers and hardware manufacturers. We began selling our haptic product,
the Novint Falcon, in June 2007 through our website at www.novint.com. We
currently are selling one haptic hardware product which is a haptic game
controller device called the Novint Falcon marketed in a bundled package
which
includes several games. We launched an on-line game store in late 2007, where
consumers can purchase and download a variety of game titles. Although our
sales
of the Novint Falcon and games since product launch have been limited, we
anticipate sales of the Novint Falcon and games to increase resulting from
increased sales and distributions to retailers and release of new software
and
games in 2008. One of the most significant drivers of revenue for Novint
will be
games and content. This is true not only in the revenue we get from the games
themselves, but largely because this is a criterion we see many of our customers
desiring in order to justify the Falcon hardware purchase. For example, if
the
Novint Falcon has many games available to play on it, a customer can purchase
a
single piece of hardware and then over time purchase multiple games that
give a
unique gaming experience, making the initial hardware purchase valuable over
a
larger amount of time and across a larger number of games. Given our recent
licensing deals with Valve, Electronic Arts, and Codemasters, and therefore
dozens of AAA level games that will be supported by the Falcon, we believe
these
new licensed games, when released, will drive additional revenue that we
have
not seen before the AAA games were released.
3
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
High-quality
financial statements require rigorous application of accounting policies.
Our
policies are discussed in our financial statements for the quarter ended
June
30, 2008 and are considered by management to be critical for an understanding
of
our financial statements because their application places the most significant
demands on management’s judgment, with financial reporting results relying on
estimation about the effect of matters that are inherently uncertain. We
review
the accounting policies we use in reporting our financial results on a regular
basis. As part of such review, we assess how changes in our business processes
and products may affect how we account for transactions. We have not changed
our
critical accounting policies or practices during 2008. New accounting policies
and practices were implemented in 2007 as necessary based on the launch of
our
haptics product sales in June 2007.
REVENUE
AND COST RECOGNITION — We recognize revenue from the sale of software products
under the provisions of Statement of Position (“SOP”) 97-2, Software Revenue
Recognition, as amended by SOP 98-4 and SOP 98-9. SOP 97-2 generally requires
that revenue recognized from software arrangements be allocated to each element
of the arrangement based on the relative vendor specific objective evidence
of
fair values of the elements, such as software products, upgrades, enhancements,
post contract customer support, installation, or training. Under SOP 97-2,
if
the determination of vendor specific objective evidence of fair value for
each
element of the arrangement does not exist, all revenue from the arrangement
is
deferred until such time that evidence does exist or until all elements of
the
arrangement are delivered.
SOP
97-2
was amended in December 1998 by SOP 98-9, Modification of SOP 97-2 Software
Revenue Recognition with Respect to Certain Transactions. SOP 98-9 clarified
what constitutes vendor specific objective evidence of fair value and introduced
the concept of the “residual method” for allocating revenue to elements in a
multiple element arrangement.
Our
revenue recognition policy is as follows:
Project
revenue consists of programming services provided to unrelated parties under
fixed-price contracts. Revenues from fixed price programming contracts are
recognized in accordance with SOP 81-1, Accounting for Performance of
Construction-Type and Certain Production-Type Contracts, and Accounting Research
Bulletin 45, Long-Term Construction-Type Contracts, using the
percentage-of-completion method, measured by the percentage of costs incurred
to
date compared with the total estimated costs for each contract. The Company
accounts for these measurements in the accompanying balance sheets under
costs
and estimated earnings in excess of billings on contracts, and billings in
excess of costs and estimated earnings on contracts. Provisions for estimated
losses on uncompleted contracts are made and recorded in the period in which
the
loss is identified. As of June 30, 2008, the Company did not have any costs
and
estimated earnings in excess of billings on contracts, and no billings in
excess
of costs and estimated earnings on contracts. All contracts were 100% complete
as of June 30, 2008.
Revenue
from product sales relates to the sale of the Falcon haptics interface, which
is
a human-computer user interface (the “Falcon”) and related accessories. The
Falcon allows the user to experience the sense of touch when using a computer,
while holding its interchangeable handle. The Falcons are manufactured by
an
unrelated party. Revenue from the product sales is recognized when the products
are shipped to the customer and the Company has earned the right to receive
and
retain reasonable assured payments for the products sold and delivered.
Consequently, if all these revenue from product sales requirements are not
met,
such sales will be recorded as deferred revenue until such time as all revenue
recognition requirements are met.
As
of
June 30, 2008, the Company had recorded $41,693 of deferred revenue, which
represents fees received for product and project revenues that have not met
all
revenue recognition requirements.
4
Emerging
Issues Task Force (EITF) 00-10, Accounting for Shipping and Handling Fees
and Costs, require amounts billed to a customer in a sales transaction related
to shipping and handling, if any, to be classified and accounted for as revenues
earned for the goods provided whereas shipping and handling costs incurred
by a
company are required to be classified as cost of sales. The Company’s costs
associated with shipping product items to the Company’s customers are included
in the Company’s Cost of Goods Sold, which for the three and six months ended
June 30, 2008 and 2007 approximated $16,800 and $24,900, and $0 and $0,
respectively.
Arrangements
made with certain customers, including slotting fees and co-operative
advertising, are accounted for in accordance with EITF No. 01-9, Accounting
for
Consideration Given by a Vendor to a Customer (Including a Reseller of the
Vendor's Products). These incentives are recognized as a reduction in revenue
or
as a selling, general, and administrative expense, respectively, when payment
is
made to a customer (or at the time the Company has incurred the obligation,
if
earlier) unless the Company receives a benefit over a period of time and
the
Company meets certain other criteria, such as retailer performance,
recoverability and enforceability, in which case the incentive is recorded
as an
asset and is amortized as a reduction of revenue over the term of the
arrangement.
EITF
01-14, Income Statement Characterization of Reimbursements Received for
“Out-of-Pocket” Expenses Incurred, requires reimbursements received for
out-of-pocket expenses incurred while providing services to be characterized
in
the statements of operations as revenue. The Company’s out-of-pocket expenses
incurred in connection with their project revenues are recognized in revenues
based on a computed overhead rate that is included in their project labor
costs
to derive a project price.
In
accordance with EITF 99-19, Reporting Revenue Gross as a Principal versus
Net as
an Agent, the Company recognizes its product sales on a gross basis. The
Company
is responsible for fulfillment, including the acceptability of the product
ordered. The Company has risks and rewards of ownership such as the risk
of loss
for collection, delivery or returns. Title passes to the customer upon receipt
of the product by the customer. In accordance with the Company’s agreement with
its customer, further obligation is limited to the terms defined in its
warranty.
The
Company’s customers are provided a one (1) year limited warranty on the Falcon.
This warranty guarantees that the products shall be free from defects in
material and workmanship. Additionally, the Company offers its customers
of the
Falcon a 30 day money back guarantee. The Company continually evaluates its
reserve accounts for both the limited warranty and 30 day money back guarantee
based on its historical activities.
As
of
June 30, 2008, the Company has accrued $8,190 as warranty reserve.
IMPAIRMENT
— In accordance with Statement of Financial Accounting (“SFAS”) 144, Accounting
for the Impairment or Disposal of Long-Lived Assets, we review our long-lived
assets for impairment whenever events or changes in circumstances indicate
that
the carrying amount of an asset may not be recoverable. Recoverability of
assets
to be held and used is measured by a comparison of the carrying amount of
an
asset to future net cash flows expected to be generated by the asset. If
such
assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceeds
the
fair value of the assets. Assets to be disposed of are reported at the lower
of
the carrying amount or fair value less costs to sell.
SOFTWARE
DEVELOPMENT COSTS — We account for our software development costs in accordance
with SFAS 86, Accounting for the Costs of Computer Software to be Sold, Leased,
or Otherwise Marketed. This statement requires that, once technological
feasibility of a developing product has been established, all subsequent
costs
incurred in developing that product to a commercially acceptable level be
capitalized and amortized ratably over the estimated life of the product,
which
is 5 years. We have capitalized software development costs in connection
with
our haptic software beginning in 2000. Amortization is computed on the
straight-line basis over the estimated life (5 years) of the haptics
technology.
5
STOCK
BASED COMPENSATION - We account for stock based compensation in accordance
with
SFAS 123(R), Share-Based Payment, which requires the measurement and recognition
of compensation expense for all share-based payment awards made to employees
and
directors, including employee stock options and employee stock purchases,
related to a Employee Stock Purchase Plan based on the estimated fair values.
We
have used stock option awards in the past and continue to use them as a means
of
rewarding our employees and directors for their continued commitment and
efforts
in helping us execute our overall business plans.
Additionally,
the Company has adopted all recently issued accounting pronouncements. The
adoption of the accounting pronouncements, including those not yet effective
is
not anticipated to have a material effect on the financial position or results
of operations of the Company.
In
March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities - an amendment of FASB Statement No. 133” (“SFAS No.
161”). SFAS No. 161 amends and expands the disclosure requirements of SFAS No.
133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No.
133”). The objective of SFAS No. 161 is to provide users of financial statements
with an enhanced understanding of how and why an entity uses derivative
instruments, how derivative instruments and related hedged items are accounted
for under SFAS No. 133 and its related interpretations, and how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. SFAS No. 161 requires qualitative
disclosures about objectives and strategies for using derivatives, quantitative
disclosures about fair value amounts of and gains and losses on derivative
instruments, and disclosures about credit-risk-related contingent features
in
derivative agreements. SFAS No. 161 applies to all derivative financial
instruments, including bifurcated derivative instruments (and nonderivative
instruments that are designed and qualify as hedging instruments pursuant
to
paragraphs 37 and 42 of SFAS No. 133) and related hedged items accounted
for
under SFAS No. 133 and its related interpretations. SFAS No. 161 also amends
certain provisions of SFAS No. 131. SFAS No. 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. SFAS No. 161 encourages, but
does
not require, comparative disclosures for earlier periods at initial adoption.
The Company has not yet determined the effect on its consolidated financial
statements, if any, upon adoption of SFAS No. 161.
RESULTS
OF OPERATIONS
THREE
MONTHS ENDED JUNE 30, 2008 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
2007.
REVENUES.
During the quarter ended June 30, 2008, we had revenues of $84,099 as compared
to revenues of $65,663 during the quarter ended June 30, 2007, an increase
of
approximately 28%. We launched our Falcon product in June 2007, and launched
the
on-line game store in November 2007. Prior to this launch, all of our revenues
were derived from the development of professional applications. In 2008 our
revenues were mainly derived from consumer products, which is a much different
focus.
Our
revenues in the quarter ended June 30, 2008 were derived from both the sales
of
our haptics products and projects. During the quarter ended June 30, 2008,
we
had revenues from the sale of our haptics technology products of $65,949,
as
compared to revenues of $35,490 during the quarter ended June 30, 2007, an
increase of approximately 86%. During the quarter ended June 30, 2008, we
had
revenues from projects of $18,150, as compared to revenues of $30,173 during
the
quarter ended June 30, 2007, a decrease of approximately 40%. We will continue
to provide development of professional applications in future years, but
the
primary focus remains on revenues derived from consumer products.
6
COST
OF
GOODS SOLD AND GROSS PROFIT (LOSS). Cost of goods sold for our haptics
technology products includes the cost of the haptics technology products
sold
and the costs associated with shipping product to customers. The cost of
goods
sold for our development of professional applications includes materials
purchased for resale to customers and the direct labor incurred for delivering
on projects. Costs of goods sold were $83,210 for the quarter ended June
30,
2008, compared to $57,699 for the quarter ended June 30, 2007. Our overall
gross
profit percentage was approximately 1 % for the quarter ended June 30, 2008,
which is a result of our gross profit from our development of professional
applications approximately 29%, and gross loss from the sale of our haptics
technology product approximated (7) %, compared to a gross profit percentage
of
12% for the quarter ended June 30, 2007, which is a result of our gross profit
from our development of professional applications approximately 46%, and
gross
loss from the sale of our haptics technology product approximated (17) %.
Our
gross profit from the development of professional applications decreased
from
year to year as the nature of the work being done is at a lower margin,.
Our
gross loss experienced from the sale of our haptics technology product continues
to be impacted by efforts to drive market penetration—freight costs to meet the
demands of product distribution, costs to place product into major retail
chains, third-party warehousing costs, and lower pricing for retailer and
distributors; however, we have begin to see improvement in many of these
costs
as our processes are worked out.
RESEARCH
AND DEVELOPMENT EXPENSES. Research and development totaled $281,405 for the
quarter ended June 30, 2008 compared to $387,071 for the quarter ended June
30,
2007, a decrease of $105,666 or 27%. Our research and development for 2008
decreased slightly as our software and games are being launched. We will
continue to develop new software associated with the haptics technology product,
as well as specialized grips for use with the product.
GENERAL
AND ADMINISTRATIVE EXPENSES. General and administrative expenses totaled
$1,277,371 for the quarter ended June 30, 2008, compared to $1,019,277 for
the
quarter ended June 30, 2007, an increase of $258,094 or 25%. The increase
in
general and administrative expenses compared to the prior year was primarily
related to the addition of infrastructure to support the business that launched
in June 2007. Business and professional fees decreased approximately $141,000,
royalty expense increased approximately $14,000, and payroll and other overhead
expenses increased approximately $385,000 as new employees, insurance, office
space, warehousing, and other expenses were added to support the business.
We
anticipate such expenses to stabilize as we continue to market and promote
the
product.
DEPRECIATION
AND AMORTIZATION EXPENSE. Depreciation and amortization expense totaled $119,042
for the quarter ended June 30, 2008 compared to $67,929 for the quarter ended
June 30, 2007, an increase of $51,113 or 75%. This has increased as we have
increased our investment in fixed assets, intangibles, and capitalized
software.
SALES
AND
MARKETING EXPENSE. Sales and marketing expense totaled $114,166 for the quarter
ended June 30, 2008 compared to $224,697 for the quarter ended June 30, 2007,
a
decrease of $110,531 or 49%. In 2007, we had programs focused on the launch
of
the Falcon, which occurred in June 2007, and in 2008 expenses continued for
website development, trade show expenses and an “Evangelist Program” to
encourage early adopters to tell others about the product. Promotional efforts
will continue in 2008 with print advertising, trade shows, branding, and
promotion through the website.
LOSS
FROM
OPERATIONS: We had a loss from operations of $1,791,095 for the quarter ended
June 30, 2008, compared to a loss from operations of $1,691,010 for the quarter
ended June 30, 2007. Our net losses have increased slightly as a result the
changes in our operating expenses as described above.
NET
LOSS.
We had a net loss of $2,255,827, or $0.07 per share, for the quarter ended
June
30, 2008, compared to $1,611,133, or $0.05 per share, for the quarter ended
June
30, 2007. There was an increase in the net loss of $644,694, which is a result
of an increase in the loss from operations of approximately $100,000, a decrease
in interest income of approximately $78,000, and an increase in interest
expense
and debt discount related to convertible debt of approximately
$466,000.
7
SIX
MONTHS ENDED JUNE 30, 2008 COMPARED TO THE SIX MONTHS ENDED JUNE 30,
2007.
REVENUES.
During the six months ended June 30, 2008, we had revenues of $155,928 as
compared to revenues of $194,394 during the six months ended June 30, 2007,
a
decrease of approximately 20%. We launched our Falcon product in June 2007,
and
launched the on-line game store in November 2007. Prior to this launch, all
of
our revenues were derived from the development of professional applications.
In
2008 our revenues were mainly derived from consumer products, which is a
much
different focus.
Our
revenues in the six months ended June 30, 2008 were derived from both the
sales
of our haptics products and projects. During the six months ended June 30,
2008,
we had revenues from the sale of our haptics technology products of $110,199,
as
compared to revenues of $35,490 during the six months ended June 30, 2007,
an
increase of approximately 211%. During the six months ended June 30, 2008,
we
had revenues from projects of $45,729, as compared to revenues of $158,904
during the six months ended June 30, 2007, a decrease of approximately 71%.
We
will continue to provide development of professional applications in future
years, but the primary focus remains on revenues derived from consumer
products.
COST
OF
GOODS SOLD AND GROSS PROFIT (LOSS). Cost of goods sold for our haptics
technology products includes the cost of the haptics technology products
sold
and the costs associated with shipping product to customers. The cost of
goods
sold for our development of professional applications includes materials
purchased for resale to customers and the direct labor incurred for delivering
on projects. Costs of goods sold were $163,280 for the six months ended June
30,
2008, compared to $165,180 for the six months ended June 30, 2007. Our overall
gross loss percentage was approximately (5)% for the six months ended June
30,
2008, which is a result of our gross profit from our development of professional
applications approximately 25%, and gross loss from the sale of our haptics
technology product approximated (17) %, compared to a gross profit percentage
of
15% for the six months ended June 30, 2007, which is a result of our gross
profit from our development of professional applications approximately 22%,
and
gross loss from the sale of our haptics technology product approximated (17)
%.
Our gross profit from the development of professional applications has remained
consistent from year to year. Our gross loss experienced from the sale of
our
haptics technology product continues to be impacted by efforts to drive market
penetration—freight
costs to meet the demands of product distribution,
costs
to place product into major retail chains, third-party warehousing costs,
and
lower pricing for retailer and distributors; however, we have begun to see
improvement in many of these costs as our processes are worked out.
RESEARCH
AND DEVELOPMENT EXPENSES. Research and development totaled $594,931 for the
six
months ended June 30, 2008 compared to $622,641 for the six months ended
June
30, 2007, a decrease of $27,710 or 4%. Our research and development for 2008
decreased slightly as our software and games are being launched. We will
continue to develop new software associated with the haptics technology product,
as well as specialized grips for use with the product.
GENERAL
AND ADMINISTRATIVE EXPENSES. General and administrative expenses totaled
$2,605,571 for the six months ended June 30, 2008, compared to $2,570,567
for
the six months ended June 30, 2007, an increase of $35,004 or 1%. The slight
increase in general and administrative expenses compared to the prior year
was
primarily related to the addition of infrastructure to support the business
that
launched in June 2007, offset by the reduction in business and professional
fees. Business and professional fees decreased approximately $663,000, royalty
expense increased approximately $36,000, and payroll and other overhead expenses
increased approximately $662,000 as new employees, insurance, office space,
warehousing, and other expenses were added to support the business. We
anticipate such expenses to stabilize as we continue to market and promote
the
product.
DEPRECIATION
AND AMORTIZATION EXPENSE. Depreciation and amortization expense totaled $218,190
for the six months ended June 30, 2008 compared to $109,117 for the six months
ended June 30, 2007, an increase of $109,073 or 100%. This has increased
as we
have increased our investment in fixed assets, intangibles, and capitalized
software.
SALES
AND
MARKETING EXPENSE. Sales and marketing expense totaled $246,015 for the six
months ended June 30, 2008 compared to $318,049 for the six months ended
June
30, 2007, a decrease of $72,034 or 23%. In 2007, we had programs focused
on the
launch of the Falcon, which occurred in June 2007, and in 2008 expenses
continued for website development, trade show expenses and an “Evangelist
Program” to encourage early adopters to tell others about the product.
Promotional efforts will continue in 2008 with print advertising, trade shows,
branding, and promotion through the website.
8
LOSS
FROM
OPERATIONS: We had a loss from operations of $3,672,059 for the six months
ended
June 30, 2008, compared to a loss from operations of $3,591,160 for the six
months ended June 30, 2007. Our net losses have increased slightly as a result
the changes in our operating expenses as described above.
NET
LOSS.
We had a net loss of $4,123,036, or $0.13 per share, for the six months ended
June 30, 2008, compared to $3,627,332, or $0.13 per share, for the six months
ended June 30, 2007. There was an increase in the net loss of $495,704, which
is
a result of an increase in the loss from operations of approximately $81,000,
a
decrease in interest income of approximately $94,000, an increase in other
income of approximately $2,000, and an net increase in interest expense and
debt
discount related to convertible debt of approximately $323,000.
LIQUIDITY
AND CAPITAL RESOURCES
As
of
June 30, 2008, we had a total cash balance of $2,401,404. Our cash flow from
operating activities for the six months ended June 30, 2008 resulted in a
deficit of $5,037,148 compared with a deficit of $2,442,729 in the same period
of the prior year. Our cash flow from investing activities for the six months
ended June 30, 2008 resulted in a deficit of $185,411 compared with a deficit
of
$2,477,109 in the same period of the prior year. Our cash flow from financing
activities for the six months ended June 30, 2008 resulted in a surplus of
$4,919,596 compared to a surplus of $9,842,626 in the same period of the
prior
year. Overall, our cash decreased by $302,963 during the six months ended
June
30, 2008.
As
of
June 30, 2008, the Company had total current assets of $5,261,408 and total
current liabilities of $1,398,573, resulting in a working capital surplus
of
$3,862,835. As of June 30, 2008, the Company had cash totaling $2,401,404.
During the six months ended June 30, 2008, the Company raised approximately
$5,235,000 from the issuance of convertible notes and warrants through a
subscription agreement. The Company believes that it has sufficient capital
to
sustain its operations for twelve months; however, it will require additional
working capital in order to fully execute on its business plans with respect
to
the haptics technology and the further development of the Novint Falcon and
related software and accessories.
9
ITEM
3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
Applicable.
ITEM
4. CONTROLS
AND PROCEDURES.
Disclosure
Controls and Procedures
As
of the
end of the period covered by this quarterly report, we carried out an
evaluation, under the supervision of, and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the Company’s disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934, as amended) as of the end of the period covered by this report. Based
on that evaluation, our Chief Executive Officer and Chief Financial Officer
have
concluded that, as of the end of the period covered by this report, our
disclosure controls and procedures were effective to enable us to record,
process, summarize and report information required to be included in our reports
that we file or submit under the Exchange Act within the time periods required.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting (as defined
in
Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as
amended) during the quarter ended June 30, 2008 that have materially affected,
or are reasonably likely to materially affect our internal control over
financial reporting.
PART
II - OTHER INFORMATION
ITEM
1. LEGAL
PROCEEDINGS
We
know
of no material, existing or pending legal proceedings against us, nor are we
involved as a plaintiff in any material proceeding or pending litigation. There
are no proceedings in which any of our directors, officers or affiliates, or
any
registered or beneficial stockholder, is an adverse party or has a material
interest adverse to our company.
10
ITEM
1A. RISK
FACTORS
ITEM
2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In
April,
May and June 2008, we issued warrants to purchase an aggregate 59,954
shares of common stock at an exercise price of $1.00 per share to associates
at
Equity Source Partners as placement agent fees. The six recipients of the
warrants were accredited investors within the meaning of Regulation D of
the Securities Act. We relied upon the exemption from registration as set forth
in Section 4(2) of the Securities Act for the issuance of these securities.
The holders took the securities for investment purposes without a view to
distribution and had access to information concerning Novint and our business
prospects, as required by the Securities Act. In addition, there was no general
solicitation or advertising for the issuance of the securities. The holders
were
permitted access to our management for the purpose of acquiring investment
information. Due to the holders’ status as accredited investors and their
dealings with development companies generally, we deem the holders sophisticated
for the purposes of Section 4(2) of the Securities Act.
In
June
2008, we issued 72,899 shares of common stock and warrants to purchase 36,450
shares of common stock at an exercise price of $1.50 per share to four investors
upon their conversion of notes. The four recipients of the common stock and
warrants were accredited investors within the meaning of Regulation D of
the Securities Act. We relied upon the exemption from registration as set forth
in Section 4(2) of the Securities Act for the issuance of these securities.
The holders took the securities for investment purposes without a view to
distribution and had access to information concerning Novint and our business
prospects, as required by the Securities Act. In addition, there was no general
solicitation or advertising for the issuance of the securities. The holders
were
permitted access to our management for the purpose of acquiring investment
information. Due to the holders’ status as accredited investors and, we deem the
holders sophisticated for the purposes of Section 4(2) of the Securities
Act.
In
June
2008, we issued 49,020 shares of common stock and warrants to purchase 49,020
shares of common stock at an exercise price of $1.50 per share to Aidan Foley
upon the exercise of a unit option. We relied upon the exemption from
registration as set forth in Section 4(2) of the Securities Act for the issuance
of these securities. The shareholder took the securities for investment purposes
without a view to distribution and had access to information concerning Novint
and our business prospects, as required by the Securities Act. In addition,
there was no general solicitation or advertising for the issuance of the
securities. The shareholder was permitted access to our management for the
purpose of acquiring investment information. Due to the shareholder’s dealings
with development companies generally, we deem the shareholder sophisticated
for
the purposes of Section 4(2) of the Securities Act.
In
June 2008, we issued 3,297 shares of common stock to Ralph Anderson in
payment for services rendered on our audit committee. We relied upon the
exemption from registration as set forth in Section 4(2) of the Securities
Act for the issuance of these shares. The shareholder took the shares for
investment purposes without a view to distribution and had access to information
concerning Novint and our business prospects, as required by the Securities
Act.
In addition, there was no general solicitation or advertising for the issuance
of the shares. The shareholder was permitted access to our management for the
purpose of acquiring investment information. Due to the shareholder’s status on
our audit committee and his dealings with companies similar to ours, we deem
the
shareholder sophisticated for the purposes of Section 4(2) of the
Securities Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM
5. OTHER
INFORMATION
(a)
|
None.
|
(b)
|
There
were no changes to the procedures by which security holders may recommend
nominees to our board of directors.
|
11
ITEM
6. EXHIBITS
Number
|
Description
|
|
3.1
(9)
|
|
Amend
and Restated Certificate of Incorporation
|
|
|
|
3.2
(6)
|
|
Amended
and Restated Bylaws
|
|
|
|
3.3
(1)
|
|
Articles
of Merger
|
|
|
|
3.4
(1)
|
|
Certificate
of Merger
|
|
|
|
4.1
(1)
|
|
Articles
of Incorporation (See Exhibit 3.1)
|
|
|
|
4.2
(3)
|
|
Form
of Common Stock Purchase Warrant, April 2006
|
|
|
|
4.3
(7)
|
|
Form
of Common Stock Purchase Warrant, March 2007
|
4.4
(13)
|
Form
of Note, April 2008
|
|
4.5
(13)
|
Form
of Common Stock Purchase Warrant, April 2008
|
|
|
|
|
4.6
(14)
|
Form
of Note, May 2008
|
|
4.7
(14)
|
Form
of Common Stock Purchase Warrant, May 2008
|
|
4.8
(15)
|
Form
of Note, June 2008
|
|
4.9
(15)
|
Form
of Common Stock Purchase Warrant, June 2008
|
|
10.1
(1)
|
|
Employment
Agreement with Tom Anderson
|
|
|
|
10.2
(1)
|
|
Employment
Agreement with Walter Aviles
|
|
|
|
10.3
(10)
|
|
Amended
and Restated 2004 Stock Incentive
Plan
|
10.4
(2)
|
|
Purchase
Order with Lockheed Martin dated February 16, 2006
|
|
|
|
10.5
(2)
|
|
Amendment
to Intellectual Property License Agreement with Force Dimension LLC
dated
March 9, 2006
|
|
|
|
10.6
(2)
|
|
Purchase
Order with Lockheed Martin dated March 3, 2006
|
|
|
|
10.7
(3)
|
|
Form
of Subscription Agreement for Securities, April 2006.
|
|
|
|
10.8
(4)
|
|
Board
of Directors Agreement between V. Gerald Grafe and Novint Technologies,
Inc.
|
12
10.9
(5)
|
|
Manufacturing
Agreement dated December 19, 2006 by and between Novint Technologies,
Inc.
and VTech Communications Ltd.
|
|
|
|
10.10
(5)
|
|
Novint
Purchase Order 1056. (Portions of this exhibit have been omitted
pursuant
to a request for confidential treatment.)
|
|
|
|
10.11
(7)
|
|
Form
of Unit Subscription Agreement, March 2007
|
|
|
|
10.12
(7)
|
|
Form
of Investor Rights Agreement, March 2007
|
|
|
|
10.13
(8)
|
|
Amendment
No. 1 to Unit Subscription Agreement dated March 2,
2007
|
|
|
|
10.14
(8)
|
|
Amendment
No. 2 to Unit Subscription Agreement dated March 30,
2007
|
|
|
|
10.15
(8)
|
|
Amendment
No. 1 to Investor Rights Agreement dated March 30, 2007
|
|
|
|
10.16
(10)
|
|
Purchase
Order with The Falk Group, LLC dated January 16, 2007
|
|
|
|
10.17
(11)
|
|
Tournabout
Intellectual Property Acquisition Agreement dated July 17,
2007
|
|
|
|
10.18
(12)
|
|
Lease
Agreement dated May 29, 2007
|
|
|
|
10.19
(12)
|
|
Lease
Agreement dated June 21, 2007
|
10.20
(13)
|
Form
of Subscription Agreement, April 2008
|
|
10.21
(14)
|
Form
of Subscription Agreement, May 2008
|
|
10.22
(15)
|
Form
of Subscription Agreement, June
2008
|
14
(2)
|
|
Code
of Ethics
|
|
|
|
31
|
|
Certification
Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002 — Chief
Executive Officer and Chief Financial Officer
|
|
|
|
32
|
|
Certification
Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section
906 Of
The Sarbanes-Oxley Act Of 2002 — Chief Executive Officer and Chief
Financial Officer
|
(1)
|
|
Filed
with the Issuer’s Registration Statement on Form SB-2 on May 17, 2004, and
as subsequently amended, and incorporated herein by
reference.
|
|
||
(2)
|
|
Filed
with the Issuer’s Annual Report on Form 10-KSB, filed with the Commission
on April 17, 2006, and incorporated herein by
reference.
|
|
||
(3)
|
|
Filed
with the Issuer’s Periodic Report on Form 10-QSB, filed with the
Commission on May 22, 2006, and incorporated herein by
reference.
|
|
||
(4)
|
|
Filed
with the Issuer’s Current Report on Form 8-K, filed with the Commission on
September 22, 2006, and incorporated herein by
reference.
|
|
||
(5)
|
|
Filed
with the Issuer’s Current Report on Form 8-K, filed with the Commission on
December 20, 2006, and incorporated herein by
reference.
|
13
(6)
|
|
Filed
with the Issuer’s Current Report on Form 8-K, filed with the Commission on
March 1, 2007.
|
|
||
(7)
|
|
Filed
with the Issuer’s Current Report on Form 8-K, filed with the Commission on
March 9, 2007.
|
|
||
(8)
|
|
Filed
with the Issuer’s Periodic Report on Form 10-QSB, filed with the
Commission on May 15, 2007.
|
|
||
(9)
|
|
Filed
with the Issuer’s Current Report on Form 8-K, filed with the Commission on
June 21, 2007.
|
|
||
(10)
|
|
Filed
with the Issuer’s Registration Statement on Form SB-2 on May 24,
2007.
|
|
||
(11)
|
|
Filed
with the Issuer’s Current Report on Form 8-K, filed with the Commission on
July 23, 2007.
|
|
||
(12)
|
|
Filed
with the Issuer’s Registration Statement on Form SB-2 on July 27,
2007.
|
(13)
|
Filed
with the Issuer’s Current Report on Form 8-K, filed with the Commission on
April 15, 2008.
|
|
(14)
|
Filed
with the Issuer’s Current Report on Form 8-K, filed with the Commission on
May 12, 2008.
|
|
(15)
|
Filed
with the Issuer’s Current Report on Form 8-K, filed with the Commission on
June 13, 2008.
|
All
other
exhibits are filed herewith.
14
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
NOVINT
TECHNOLOGIES, INC.
|
||
(Registrant)
|
||
|
|
|
Date: August 14, 2008 | By: | /s/ Tom Anderson |
Tom
Anderson
|
||
Chief
Executive Officer
|
15