Annual report [Section 13 and 15(d), not S-K Item 405]



>






0001089297


--12-31


Novagant Corp


14342349


false


2005


FY










0001089297




2005-01-01


2005-12-31






0001089297




2005-12-31






0001089297




2005-06-30






0001089297




2021-05-07


2021-05-07






0001089297




2021-04-26






0001089297




2004-12-31






0001089297




2004-01-01


2004-12-31






0001089297



us-gaap:RetainedEarningsMember





2005-01-01


2005-12-31






0001089297




2003-12-31






0001089297



us-gaap:PreferredStockMember





2003-12-31






0001089297



us-gaap:CommonStockMember





2003-12-31






0001089297



us-gaap:AdditionalPaidInCapitalMember





2003-12-31






0001089297



us-gaap:RetainedEarningsMember





2003-12-31






0001089297



us-gaap:RetainedEarningsMember





2004-01-01


2004-12-31






0001089297



us-gaap:PreferredStockMember





2004-12-31






0001089297



us-gaap:CommonStockMember





2004-12-31






0001089297



us-gaap:AdditionalPaidInCapitalMember





2004-12-31






0001089297



us-gaap:RetainedEarningsMember





2004-12-31






0001089297



us-gaap:PreferredStockMember





2005-12-31






0001089297



us-gaap:CommonStockMember





2005-12-31






0001089297



us-gaap:AdditionalPaidInCapitalMember





2005-12-31






0001089297



us-gaap:RetainedEarningsMember





2005-12-31






0001089297




2002-01-01


2002-12-31






0001089297



fil:ShareholderMember





2002-01-01


2002-12-31






0001089297



srt:OfficerMember





2002-01-01


2002-12-31





xbrli:pure




iso4217:USD




xbrli:shares






iso4217:USD




xbrli:shares










UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549







FORM



10-K








(Mark One)

















ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934







For the fiscal year ended


December 31, 2005







OR



















TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934







For the transition period from _________ to _________






Commission file number:

0-26675








NOVAGANT GROUP





f/k/a TRIMFAST INC.




(Exact name of registrant as specified in its charter)





































NV














33-0038621







(State or other jurisdiction












(I.R.S. Employer Identification No.)







of incorporation or organization)































21073 Powerline Road

,

Suite 57










33433





Boca Raton


Florida



(Address of principal executive offices)











(Zip Code)








Registrant’s telephone number, including area code

(



561



)





750-3922








Securities registered pursuant to Section 12(b) of the Exchange Act:
























Title of each class








Trading symbol(s)








Name of each exchange on




None







None







None






Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes


¨



No



x






Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes


¨



No



x






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


¨



No



x






Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).





Yes


¨



No



x






Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:























Large accelerated filer


¨





Accelerated filer


¨






Non-accelerated filer



x







Smaller reporting company








Emerging growth company











If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.







Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.


¨






Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



Yes



No


¨






The number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common Stock, par value $

0.001

per share,

72,071,562

shares issued and outstanding as of May 7, 2021.












TABLE OF CONTENTS





























































































































































































PART I















Item 1






Description of Business





3













Item 2






Description of Property





10













Item 3






Legal Proceedings





10













Item 4






Submission of Matters to a Vote of Security Holders





10
















PART II















Item 5






Market for Registrant's Common Equity and Related Stockholders Matters





11













Item 6






Management's Discussion and Analysis or Plan of Operation





11













Item 7A






Quantitative and Qualitative Disclosures About Market Risk





12













Item 8






Financial Statements and Supplementary Data





13













Item 8






Changes in and Disagreements with Accountants





14













Item 8A






Controls and Procedures





14
















PART III















Item 9






Directors, Executive Officers, Promoters and Control Persons





14













Item 10






Executive Compensation





15













Item 11






Security Ownership of Certain Beneficial Owners and Management





15













Item 12






Certain Relationships and Related Transactions





15













Item 13






Exhibits and Reports on Form 8-K





15













Item 14






Principal Accountant Fees and Services





15






2













PART I







This Annual Report on Form 10-K contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may", "will", "expect", "intend", "anticipate", "believe", "estimate", "continue" and other similar words. You should read statements that contain these words carefully because they discuss our future expectations, making projections of our future results of operations or our financial condition or state other "forward- looking" information. Forward- looking statements involve known and unknown risks and uncertainties which may cause the actual results, performance, or achievements of our Company to be materially different from those which may be expressed or implied by such statements. The factors listed in the section entitled "Risk Factors" incorporated by reference into the section "Management's Discussion and Analysis or Plan of Operation", as well as any other cautionary language in this report, provide examples of risks, uncertainties and events which may cause our actual results to differ materially from the expectations we described in our forward-looking statements. We do not undertake any obligation to publicly update forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.









ITEM 1. DESCRIPTION OF BUSINESS






Novagant Corp. f/k/a TrimFast Group, Inc. ("we", "us", "our", and "Company") is a Nevada corporation unless the context otherwise requires).






and is now specialty investment company which engages in developing, marketing and managing growth stage companies.





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.







"SHELL" CORPORATION







BACKGROUND.






Since the corporate shell was purchased in the bankruptcy proceeding in August 2003, we have conducted virtually no business operations to date and expect to conduct none in the future other than our efforts to effectuate a Business Combination, we can be characterized as a "shell" corporation. As a shell corporation, we face special risks inherent in the investigation, acquisition, or involvement in a new business opportunity. Further, as a new or "start-up" company, we face all of the unforeseen costs, expenses, problems, and difficulties related to such companies. We are dependent upon the efforts of our officers and directors to effectuate a Business Combination Assuming our officers are successful in identifying a Business Combination, it is unlikely our shareholders will have an opportunity to evaluate the specific merits or risks of any one or more Business combinations and will have no control over the decision making relating to such.





3










Due to our limited capital resources, the consummation of a Business Combination will likely involve the acquisition of, or merger or consolidation with, a company that does not need substantial additional capital but which desires to establish a public trading market for our shares, while avoiding what it might deem to be the adverse consequences of undertaking a public offering itself, such as the time delays and significant expenses incurred to comply with the various federal and state securities laws that regulate initial public offerings. A Target Business might desire, among other reasons, to create a public market for their shares in order to enhance liquidity for current shareholders, facilitate raising capital through the public sale of securities of which a prior existence of a public market for our securities exists, and/or acquire additional assets through the issuance of securities rather than for cash.






We cannot estimate the time that it will take to effectuate a Business Combination. It could be time consuming; possibly in excess of many months or years. Additionally, no assurance can be made that we will be able to effectuate a Business Combination on favorable terms. We might identify and effectuate a Business Combination with a Target Business which proves to be unsuccessful for any number of reasons, many of which are due to the fact that the Target Business is not identified at this time. If this occurs, the Company and our shareholders might not realize any type of profit.






UNSPECIFIED INDUSTRY AND TARGET BUSINESS.






We will seek to acquire a Target Business without limiting ourselves to a particular industry. Most likely, the Target Business will be primarily located in the United States, although we reserve the right to acquire a Target Business primarily located outside the United States. In seeking a Target Business, we will consider, without limitation, businesses which (I) offer or provide services or develop, manufacture or distribute goods in the United States or abroad, including, without limitation, in the following areas: Internet services, real estate, health care and health products, educational services, environmental services, consumer-related products and services (including amusement, entertainment and/or recreational services), personal care services, voice and data information processing and transmission and related technology development or (ii) is engaged in wholesale or retail distribution.






In July 2003, we signed a letter of intent to acquire all of the assets and certain designated liabilities of BuyMicro, Inc. The agreement called for us to issue to BuyMicro shares of our common stock having a value of $3 million in exchange for the purchase of the assets and assumption of the designated liabilities. The anticipated closing date for this agreement has lapsed and it has not been formally extended.






Except for the Letter of Intent we signed with BuyMicro, we have not selected any particular industry or any Target Business in which to concentrate our Business Combination efforts. Since we have no formal agreement extending our offer to acquire the BuyMicro assets, Management has determined to continue to look for other potential acquisition candidates. Accordingly, we are only able to make general disclosures concerning the risks and hazzards of effectuating a Business Combination with a Target Business since there is presently no current basis for us to evaluate the possible merits or risks of the Target Business or the particular industry in which we may ultimately operate. Any Target Business that is selected will be required to have audited financial statements prior to the commencement of the Business Combination.






To the extent that we effect a Business Combination with a financially unstable company or an entity in its early stage of development or growth (including entities without established records of sales or earnings), we will become subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, to the extent that we effect a Business Combination with a Target Business in an industry characterized by a high level of risk, we will become subject to the currently unascertainable risks of that industry. An extremely high level of risk frequently characterizes certain industries which experience rapid growth. Although management will endeavor to evaluate the risks inherent in a particular industry or Target Business, there can be no assurances that we will properly ascertain or assess all significant risk factors.






PROBABLE LACK OF BUSINESS DIVERSIFICATION.






As a result of our limited resources, in all likelihood, we will have the ability to effect only a single Business Combination. Accordingly, our prospects for success will be entirely dependent upon the future performance of a single business. Unlike certain entities that have the resources to consummate several Business Combinations or entities operating in multiple industries or multiple segments of a single industry, it is highly unlikely that we will have the resources to diversify our operations or benefit from spreading risks or offsetting losses. Our probable lack of diversification could subject us to numerous economic, competitive, and regulatory developments, any, or all of which may have a material adverse impact upon the particular industry in which we may operate subsequent to consummation of a Business Combination. The prospects for our success may become dependent upon the development or market acceptance of a single or limited number of products, processes, or services. Accordingly, notwithstanding possibility of management assistance to the Target Business by us, there can be no assurance that the Target Business will prove to be commercially viable.





4










LIMITED ABILITY TO EVALUATE TARGET BUSINESS' MANAGEMENT.






While our ability to successfully effect a Business Combination will be dependent upon certain key personnel, the future role of such personnel in the Target Business cannot presently be stated with any certainty. There can be no assurance that current management will remain associated in any operational capacity with the Company following a Business Combination. Moreover, there can be no assurances that current management will have any experience or knowledge relating to the operations of the particular Target Business Furthermore, although we intend to closely scrutinize the management of a prospective Target Business in connection with evaluating the desirability of effecting a Business Combination, there can be no assurances that our assessment of such management will prove to be correct, especially since none of our management are professional business analysts.






Accordingly, we will be dependent, in some significant respects, on the ability of the management of the Target Business who are unidentifiable as of the date hereof. In addition, there can be no assurances that such future management will have the necessary skills, qualifications, or abilities to manage a public company. We may also seek to recruit additional managers to supplement the incumbent management of the Target Business. There can be no assurances that we will have the ability to recruit such additional managers, or that such additional managers will have the requisite skill, knowledge, or experience necessary or desirable to enhance the incumbent management.






SELECTION OF A TARGET BUSINESS AND STRUCTURING OF A BUSINESS COMBINATION

.






We anticipate that the selection of a Target Business will be complex and risky because of competition for such business opportunities among all segments of the financial community. The nature of our search for the acquisition of a Target Business requires maximum flexibility inasmuch as we will be required to consider various factors and circumstances which may preclude meaningful direct comparison among the various business enterprises, products or services investigated. We have virtually unrestricted flexibility in identifying and selecting a prospective Target Business. In addition, in evaluating a prospective Target Business, management will consider, among other factors, the following factors which are not listed in any particular order:






- financial condition and results of operation of the Target Business;






- growth potential and projected financial performance of the Target Business and the industry in which it operates;






- experience and skill of management and availability of additional personnel of the Target Business;





- capital requirements of the Target Business;





- the availability of a transaction exemption from registration pursuant to the Securities Act for the Business Combination;






- the location of the Target Business;






- competitive position of the Target Business;






- stage of development of the product, process, or service of the Target Business;






- degree of current or potential market acceptance of the product, process, or service of the Target Business;






- possible proprietary features and possible other protection of the product, process, or service of the Target Business;






- regulatory environment of the industry in which the Target Business operates;






- costs associated with effecting the Business Combination; and






- equity interest in and possible management participation in the Target Business.






The foregoing criteria are not intended to be exhaustive; any evaluation relating to the merits of a particular Business Combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by us in connection with effecting a Business Combination consistent with our business objective. In many instances, it is anticipated that the historical operations of a Target Business may not necessarily be indicative of the potential for the future because of the possible need to shift marketing approaches substantially, expand significantly, change product emphasis, change, or substantially augment management, or make other changes.





5










We will be dependent upon the owners of a Target Business to identify any such problems which may exist and to implement, or be primarily responsible for the implementation of, required changes. Because we may engage in a Business Combination with a newly organized firm or with a firm which is entering a new phase of growth, we will incur further risks, because in many instances, management of the Target Business will not have proven its abilities or effectiveness, the eventual market for the products or services of the Target Business will likely not be established, and the Target Business may not be profitable subsequent to a Business Combination.






Our limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a Target Business before we commit our capital or other resources thereto. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to it, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoter, owner, sponsor, or others associated with the business opportunity seeking our participation.






In connection with our evaluation of a prospective Target Business, management anticipates that it will conduct a due diligence review which will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial or other information which will be made available to us. The time and costs required to select and evaluate a Target Business (including conducting a due diligence review) and to structure and consummate the Business Combination (including negotiating relevant agreements and preparing requisite documents for filing pursuant to applicable securities laws and state, "blue sky" and corporation laws) cannot presently be ascertained with any degree of certainty. Our officers only devote a small portion of their time to the operations of the Company, and, accordingly, consummation of a Business Combination may require a greater period of time than if they devoted their full time to the Company's affairs.






Any costs incurred in connection with the identification and evaluation of a prospective Target Business with which a Business Combination is not ultimately consummated will result in a loss to the Company and reduce the amount of capital available to otherwise complete a Business Combination or for the resulting entity to utilize. In the event we deplete our cash reserves, we might be forced to cease operations and a Business Combination might not occur.






We anticipate that we will locate and make contact with Target Businesses primarily through the reputation and efforts of our officers who will meet personally with existing management and key personnel, visit, and inspect material facilities, assets, products, and services belonging to such prospects, and undertake such further reasonable investigation as they deem appropriate.






We also expect that many prospective Target Businesses will be brought to our attention from various other non-affiliated sources, including securities broker-dealers, investment bankers, venture capitalists, bankers, and other members of the financial community. We have neither the present intention, nor does the present potential exist for us, to consummate a Business Combination with a Target Business in which our management, promoters, or their affiliates or associates directly or indirectly have a pecuniary interest, although no existing corporate policies would prevent this from occurring. Although there are no current plans to do so, we may engage the services of professional firms that specialize in finding business acquisitions and pay a finder's fee or other compensation. Since we have no current plans to utilize any outside consultants or advisors to assist in a Business Combination, no policies have been adopted regarding use of such consultants or advisors, the criteria to be used in selecting such consultants or advisors, the services to be provided, the term of service, or regarding the total amount of fees that may be paid.






The consummation of a Business Combination will likely result in the issuance of additional shares of common stock. To the extent that such additional shares are issued, dilution to the interests of our stockholders will occur. Additionally, if a substantial number of shares of Common Stock are issued in connection with the consummation of a Business Combination, a change in our control is likely to occur which will likely affect, among other things, our ability to utilize net operating loss carry forwards, if any. Any such change in control may also result in the resignation or removal of our present officer and director. If there is a change in management, no assurance can be given as to the experience or qualification of such persons, either in the operation of our activities or in the operation of the business, assets or property being acquired. Management considers it likely that in order to consummate a Business Combination, a change in control will occur; therefore, management anticipates offering a controlling interest to a Target Business in order to effectuate a Business Combination.





Management may actively negotiate for or otherwise consent to the disposition of any portion of their Common Stock as a condition to or in connection with a Business Combination. Therefore, it is possible that the terms of any Business Combination will provide for the sale of some shares of Common Stock held by management. It is likely that none of our other shareholders will be afforded the right to sell their shares of Common Stock in connection with a Business Combination pursuant to the same terms that Management will be provided.





6










There are currently no limitations relating to our ability to borrow funds to increase the amount of capital available to us to effect a Business Combination or otherwise finance the operations of the Target Business. However, our limited resources and lack of operating history could make it difficult for us to borrow additional funds from other sources. The amount and nature of any borrowings by us will depend on numerous considerations, including our capital requirements, potential lenders' evaluation of our ability to meet debt service on borrowings and the then prevailing conditions in the financial markets, as well as general economic conditions. We do not have any arrangements with any bank or financial institution to secure additional financing and there can be no assurance that such arrangements if required or otherwise sought, would be available on terms commercially acceptable or otherwise in our best interests. Our inability to borrow funds required to effect or facilitate a Business Combination, or to provide funds for an additional infusion of capital into a Target Business, may have a material adverse effect on our financial condition and future prospects, including the ability to effect a Business Combination. To the extent that debt financing ultimately proves to be available, any borrowings may subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest. Furthermore, a Target Business may have already incurred debt financing and, therefore, all the risks inherent thereto.






Due to our small size and limited amount of capital, our ability to raise additional capital if and when needed could be constrained. Until such time as any enterprise, product, or service which we acquire generates revenues sufficient to cover operating costs, it is conceivable that we could find ourselves in a situation where it needs additional funds in order to continue our operations. This need could arise at a time when we are unable to borrow funds and when market acceptance for the sale of additional shares of our Common Stock does not exist. See "Management's Discussion and Analysis or Plan of Operation".






CONFLICTS OF INTEREST.





Our officers are not required to commit their full time to our affairs and, accordingly, such persons may have conflicts of interest in allocating management time among various business activities. Our affiliates, officers and directors may engage in other business activities similar and dissimilar to those we are engaged in. To the extent that our officers engage in such other activities, they will have possible conflicts of interest in diverting opportunities to other companies, entities, or persons with which they are or may be associated or have an interest, rather than diverting such opportunities to us. As no policy has been established for the resolution of such a conflict, we could be adversely affected should management choose to place their other business interests before ours.





No assurance can be given that such potential conflicts of interest will not cause us to lose potential opportunities. Management may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Management may have conflicts of interest in determining which entity a particular business opportunity should be presented.





Accordingly, as a result of multiple business affiliations, management may have similar legal obligations relating to presenting certain business opportunities to multiple entities. In addition, conflicts of interest may arise in connection with evaluations of a particular business opportunity by the board of directors with respect to the foregoing criteria. There can be no assurances that any of the foregoing conflicts will be resolved in our favor. We may consider Business Combinations with entities owned or controlled by persons other than those persons described above. There can be no assurances that any of the foregoing conflicts will be resolved in our favor.






INVESTMENT COMPANY ACT AND OTHER REGULATION






We may participate in a Business Combination by purchasing, trading, or selling the securities of such Target Business. We do not, however, intend to engage primarily in such activities. Specifically, we intend to conduct our activities so as to avoid being classified as an "investment company" under the Investment Company Act of 1940 (the "Investment Act"), and therefore to avoid application of the costly and restrictive registration and other provisions of the Investment Act, and the regulations promulgated thereunder.






Our plan of business may involve changes in our capital structure, management, control, and business, especially if we consummate a Business Combination as discussed above. Each of these areas is regulated by the Investment Act, in order to protect purchasers of investment company securities. Since we will not register as an investment company, stockholders will not be afforded these protections.






Any acquisition we make may be in an industry which is regulated or licensed by federal, state, or local authorities. Compliance with such regulations can be expected to be a time consuming and expensive process.





7










PENNY STOCK REGULATIONS - STATE BLUE SKY RESTRICTIONS - RESTRICTIONS ON MARKETABILITY.






Our stock trades as a "Penny stock". The Securities and Exchange Commission (the "Commission") has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities may be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse) For transactions covered by the rule, the broker-dealers must make a special suitability determination for the purchase and receive the purchaser's written agreement of the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell our securities and also may affect the ability of our shareholders to sell their shares in the secondary market.






In addition, the Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and 15g-9 under the Securities Exchange Act of 1934, as amended. Because the securities of the Company may constitute "penny stocks" within the meaning of the rules, the rules would apply to the Company and to its securities. The rules may further affect the ability of the Company's shareholders to sell their shares in any public market which might develop.






Shareholders should be aware that, according to Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (I) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. We are aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.






COMPETITION






We expect to encounter intense competition from other entities having a business objective similar to ours. Many of these entities are well-established and have extensive experience in connection with identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater financial, marketing, technical, personnel and other resources than us and there can be no assurances that we will have the ability to compete successfully. Our financial resources will be extremely limited in comparison to those of many of our competitors. This inherent competitive limitation could compel us to select certain less attractive Target Businesses for a Business Combination. There can be no assurances that such Target Businesses will permit us to meet our stated business objective. Management believes, however, that our status as a reporting public entity could give us a competitive advantage over privately held entities having a similar business objective to ours in acquiring a Target Business with significant growth potential on favorable terms.






UNCERTAINTY OF COMPETITIVE ENVIRONMENT OF TARGET BUSINESS






In the event that we succeed in effecting a Business Combination, we will, in all likelihood, become subject to intense competition from competitors of the Target Business. In particular, certain industries which experience rapid growth frequently attract an increasingly larger number of competitors, including competitors with increasingly greater financial, marketing, technical and other resources than the initial competitors in the industry. The degree of competition characterizing the industry of any prospective Target Business cannot presently be ascertained. There can be no assurances that, subsequent to a Business Combination, we will have the resources to compete effectively, especially to the extent that the Target Business is in a high- growth industry.






EMPLOYEES






We are in the development stage and currently have no full time employees. We expect to use consultants, attorneys, and accountants as necessary, and do not anticipate a need to engage any full-time employees so long as it is seeking and evaluating Target Businesses. The need for employees and their availability will be addressed in connection with the decision whether or not to acquire or participate in a specific Business Combination.





8










AVAILABLE INFORMATION





Access to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed with or furnished to the Securities and Exchange Commission may be accessed through the Securities and Exchange Commission's Electronic Data Gathering, Analysis and Retrieval system at www.sec.gov. All statements made in any of our securities filings, including all forward- looking statements or information, are made as of the date of the document in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.






CERTAIN RISKS AFFECTING BUSINESS






This Annual Report on Form 10-K contains forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Our actual results could differ materially from those anticipated or projected in these forward-looking statements as a result of certain factors, including those set forth in the following cautionary statements and elsewhere in this Annual Report on Form 10-K. If any of the following risks were to occur, our business, financial condition or results of operations would likely suffer. Any forward-looking statements should be considered in light of the factors discussed below.







Risks Related to Recent Developments







WE CANNOT ASSURE YOU THAT WE WILL NOT DISCOVER INSTANCES OF HISTORICAL BREAKDOWNS IN CONTROLS, POLICIES AND PROCEDURES AFFECTING OUR PREVIOUSLY ISSUED FINANCIAL STATEMENTS. Following our management and corporate governance restructuring, we have made changes in our internal controls; our disclosure controls, policies, and procedures; and our corporate governance policies and procedures. While the Company believes that the restructuring and our newly implemented controls, policies and procedures will prevent the occurrence of financial reporting problems in the future, there can be no assurance that we will not discover instances of historical breakdowns in our internal controls, policies and procedures of the types that would lead to a restatement of our historical financial results.







Risks Related To Our Financial Condition And Business Model







We have not yet established any business operations. Accordingly, we cannot provide you with information to evaluate our business. You should consider the risks, expenses, and uncertainties that an early stage corporation like ours faces. These risks include our ability or inability to: (I) identify an acquisition candidate; (ii) achieve profitable operations (iii) achieve financing to fund our plan of operations; and (v) respond effectively to competitive pressures If we are unsuccessful in these addressed risks, our business, financial condition, and results of operations will be adversely affected and our business may fail.





BECAUSE WE ARE STILL DEVELOPING OUR BUSINESS, WE EXPECT OUR LOSSES TO CONTINUE.






To date, we have not been profitable and we have earned no revenues. As our business plan is implemented, we expect to incur increased operating expenses and thus significant losses until sufficient operating revenues can be earned.





IF WE ARE NOT ABLE TO GENERATE SIGNIFICANT REVENUES FROM OUR PLANNED VALUE-ADDED TECHNOLOGY, PRODUCTS AND SERVICES, THEN WE WILL NOT BE ABLE TO ACHIEVE PROFITABILITY. IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS MAY FAIL.





Our business plan calls for increased expenditures as we seek to identify a targeted business. Accordingly, we will have substantial additional capital. requirements and we can provide no assurance that such funding will be available if and when needed. Obtaining additional financing will be subject to a number of factors, including: (I) market conditions; (ii) our operating performance; and (iii) investor acceptance of our business plan. These factors may make the timing, amount, terms, and conditions of additional financing unattractive for us. If we are unable to raise additional capital, we may not be able to implement our business plan and our business may fail.





IF WE ARE NOT ABLE TO EFFECTIVELY MANAGE EXPANDING OPERATIONS, THEN OUR BUSINESS MAY BE HARMED.





Our business plan anticipates that our operations will undergo significant expansion if we are able to implement our plan of operations. This expansion will require us to hire additional personnel. We anticipate that this growth will place a significant strain on our managerial, operational, and financial resources. To accommodate this growth, we must successfully find and train additional employees, acquire and implement new computer hardware and software systems and establish new offices. We may not succeed with these efforts. Our failure to expand in an efficient manner could cause our expenses to be greater than anticipated, our revenues to grow more slowly than expected and could otherwise have an adverse effect on our business, financial condition, and results of operations.





9










OUR STOCK PRICE HAS BEEN VOLATILE.





The market price of our common stock has historically been volatile. It is likely that the market price of our common stock will continue to be subject to significant fluctuations. We believe that future announcements concerning us, governmental regulations, litigation, or any future decision to restate any of our financial statements may cause the market price of our common stock to fluctuate substantially in the future. Sales of substantial amounts of outstanding common stock in the public market could materially and adversely affect the market price of our common stock. Further, in recent years the stock market has experienced extreme price fluctuations in equity securities of technology companies.






Such price and volume fluctuations often have been unrelated to the operating performance of those companies. These fluctuations, as well as general economic, political and market conditions, such as armed hostilities, acts of terrorism, civil disturbances, recessions, international currency fluctuations, or tariffs and other trade barriers, may materially and adversely affect the market price of our common stock.






FORWARD-LOOKING STATEMENTS






This Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this document and in the documents incorporated herein by reference, the words "may", "will", "continue", "anticipate", "believe", "estimate", "expect", "intend" and similar expressions, as they relate to the Company or its management, are intended to identify such forward-looking statements. Such statements reflect the current views of the Company or its management with respect to future events and are subject to certain risks, uncertainties and assumptions including, but not limited to those set forth above under "Certain Risks Affecting Business, Operating Results and Financial Condition." Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, the Company's actual results, performance or achievements could differ materially from those expressed in, or implied by, any such forward-looking statements. Factors that could cause or contribute to such material differences include, but are not limited to, those discussed in Item 1 under "Business" and "Certain Risks Affecting Business, Operating Results and Financial Condition" and Item 3, "Legal Proceedings," as well as those factors discussed elsewhere in this Form 10-K and in the documents incorporated herein by reference The inclusion of such forward-looking information should not be regarded as a representation by the Company or any other person that the future events, plans, or expectations contemplated by the Company will be achieved. The Company undertakes no obligation to release publicly any updates or revisions to any such forward-looking statements that may reflect events or circumstances occurring after the date of this Form 10-K.








ITEM 2. DESCRIPTION OF PROPERTY






Our principal office is now located at 501 Silverside Road, PMB#352, Wilmington, Delaware 19809








ITEM 3. LEGAL PROCEEDINGS






There are no legal proceeding pending or threatened.








ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.






N/A





10













PART II









ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS






Our common stock previously traded on the Over-the-counter -Bulletin Board ("OTCBB"). We now trade on the Pink Sheets. Trading in our common stock on the Pink Sheets has been limited and sporadic and the quotations set forth above are not necessarily indicative of actual market conditions. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions. As of March 31, 2021 we had approximately 762 shareholders of record of our common stock and 72,071,562 shares of our common stock outstanding. This number of shareholders of record does not include stockholders for whom shares were held in a "nominee" or "street" name.






RECENT SALES OF UNREGISTERED SECURITIES






N/A








ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION





You should read this section together with our consolidated financial statements and related notes thereto included elsewhere in this report. In addition to the historical information contained herein, this report contains forward-looking statements that involve risks and uncertainties. Forward-looking statements are not based on historical information but relate to future operations, strategies, financial results, or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties, and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. Certain statements contained in this Form 10-K, including, without limitation, statements containing the words.






"believe", "anticipate", "estimate", "expect", are of the opinion that and words of similar import, constitute "forward-looking statements." You should be aware that our actual growth and results could differ materially from those contained in the forward-looking statements and as a result you should not place any undue reliance on these forward-looking statements.






We assume no obligation to update any forward-looking statements as a result of new information, future events, or developments, except as required by applicable securities laws.






PLAN OF OPERATIONS






We are presently a development stage company conducting virtually no business operation, other than our efforts to effect a Business Combination with a Target Business which we consider to have significant growth potential. Since the filing of our bankruptcy in 2001, we have neither engaged in any operations nor generated any revenue. We receive no cash flow. We will carry out our plan of business as discussed above. See "Description of Business". We cannot predict to what extent our liquidity and capital resources will be diminished prior to the consummation of a Business Combination or whether our capital will be further depleted by the operating losses, if any, of the Target Business which we effectuate a Business Combination with. The continuation of our business is dependent upon our ability to obtain adequate financing arrangements, effectuate a Business Combination and ultimately, engage in future profitable operations. Presently, we are not in a position to meet our cash requirements for the next 12 months. We do not generate any cash revenue or receive any type of cash flow.






Prior to the occurrence of a Business Combination, we may be required to raise capital through the sale or issuance of additional securities in order to ensure that we can meet our operating the effectuation of a Business Combination. There can be no assurance that we will be successful with this endeavor.





We had no revenues in either 2005 or 2004. We incurred operating expenses of $-0- which resulted in a loss per share of $-0- in 2005 as compared to operating expenses of $21 and a net loss per share of $-0- in 2004.






LIQUIDITY AND CAPITAL RESOURCES





As of December 31, 2005 we had -0-_ in cash.





11










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, 2005 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.






RECENT ACCOUNTING PRONOUNCEMENTS






The FASB issued the following pronouncements during and subsequent to 2005, none of which are expected to have a significant affect on the financial statements:






AUDIT COMMITTEE REPORT





N/A









ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK






Not applicable.





12













ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
























































Report of Independent Registered Public Accounting Firm






F-2
















Balance Sheets as of December 31, 2005 and December 31, 2004






F-3
















Statements of Operations for the Years Ended December 31, 2005 and December 31, 2004






F-4
















Statement of Changes in Stockholders’ Equity for the Years Ended December 31, 2005 and December 31, 2004






F-5
















Statements of Cash Flows for the Years Ended December 31, 2005 and December 31, 2004






F-6
















Notes to the Financial Statements






F-7






13










REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM






To the Board of Directors and Stockholders of Novagant Corp.:





We were engaged to audit the accompanying balance sheets of Novagant Corp. (“the Company”) as of December 31, 2005 and 2004 and the related statement of operations, stockholders’ equity (deficit) and cash flows for the years then ended. As described in the following paragraph, because the Company’s records were not sufficient, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the financial statements, and we do not express, an opinion on these financial statements.






Basis for Disclaimer Opinion:





We were not engaged as auditors of the Company until April of 2021 at which time much of the audit evidence necessary to provide a basis for an audit opinion had been destroyed or lost. We were unable to satisfy ourselves by other audit procedures concerning the assets and liabilities held at December 31, 2005 and 2004, as well as the revenues and expenses recognized for the year then ended. As a result of these matters, we were unable to determine whether any adjustments might have been found necessary in respect of recorded or unrecorded assets, liabilities, revenue and expenses.





We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Because of the matters described in the Basis for Disclaimer Opinion paragraph above, however, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion.





The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company's internal control over financial reporting. Accordingly, we express no such opinion.





Because of the significance of the matters described in the Basis for Disclaimer Opinion paragraph, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on these financial statements.






Substantial Doubt about the Company’s Ability to Continue as a Going Concern





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.















/s/ BF Borgers CPA PC








B F Borgers CPA PC









We have served as the Company's auditor since 2021



Lakewood, CO


May 14, 2021





F-1












Novagant Corp.




Balance Sheets





















































































































































































December 31,






2005









December 31,




2004




















ASSETS

















Current assets:
















Cash and cash equivalents








$



-









$



-






Total assets








$



-









$



-






















LIABILITIES AND STOCKHOLDERS' EQUITY


















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









-










-





















Stockholders' Deficit:
















Preferred stock: $


0.01


par value


20,000,000


shares authorized, -


0


- and


-


0


- shares issued and outstanding as of December 31, 2005 and December 31, 2004









-










-





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, 2005 and December 31, 2004









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








$



-









$



-







The accompanying notes are an integral part of the consolidated financial statements.





F-2












Novagant Corp.




Statements of Operations
















































































































Year Ended




December 31,




2005








Year Ended




December 31,




2004



















Revenue








$



-









$



-





Cost of revenue









-










-





Gross profit









-










-





General and administrative expenses









-










21





Total operating expenses









-










21





Income loss from operations









-









(

21

)




Net loss








$



-









$


(

21

)



















Basic and diluted earnings (loss) per common share








$



-









$


(

0.00

)



















Weighted-average number of common shares outstanding:
















Basic and diluted









22,000,137










22,000,137







The accompanying notes are an integral part of the consolidated financial statements.





F-3














Novagant Corp.




Statements of Changes in Shareholders Equity


















































































































































Preferred Stock Series








Common stock








Additional




Paid-in








Accumulated








Total




Stockholders




Equity/











Shares








Value








Shares








Value








Capital








Deficit








Deficit

















































Balance, December 31, 2003








-







$

-








22,000,137








22,000








18,214,341







(

18,327,777

)







$(

91,436

)

















































Net loss





































(

21

)







(

21

)

















































Balance, December 31, 2004








-







$

-








22,000,137







$

22,000







$

18,214,341







$(

18,327,798

)







$(

91,457

)


































































































































Preferred Stock Series








Common stock








Additional




Paid-in








Accumulated








Total




Stockholders




Equity/









Shares








Value








Shares








Value








Capital








Deficit








Deficit




Balance, December 31, 2004








-







$

-








22,000,137







$

22,000







$

18,214,341







$(

18,327,798

)







$(

91,457

)

















































Net loss






































-








-

















































Balance, December 31, 2005








-







$

-








22,000,137







$

22,000







$

18,214,341







$(

18,327,798

)







$(

91,457

)






The accompanying notes are an integral part of the consolidated financial statements.





F-4












Novagant Corp.




Statements of Cash flows



































































































































Year Ended




December 31,




2005








Year Ended




December 31,




2004



















Operating activities
















Net loss








$



-









$


(

21

)




Changes in operating assets and liabilities
















Accounts payable and accrued liabilities









-











Notes payable









-











Other accrued liabilities









-











Net cash provided by (used in) operating activities









-









(

21

)



















Net increase (decrease) in cash and cash equivalents









-









(

21

)




Cash and cash equivalents at beginning of period









-










21





Cash and cash equivalents at end of period








$



-









$



-




















Supplemental disclosure of cash flow information:
















Cash paid for interest








$



-









$



-





Cash paid for income taxes








$



-









$



-







The accompanying notes are an integral part of the consolidated financial statements.





F-5














Novagant Corp.




Notes to Financial Statements




December 31, 2005 and December 31, 2004







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, 2005 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.







F-6












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, 2005 and 2004.








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








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








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








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







There were no commitments or contingencies as of December 31, 2005.










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

.






F-7











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, 2005 and 2004.






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.










F-8









ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.







The Company has had no disagreements with any accountants concerning required financial disclosure during the past two years.









ITEM 8A. CONTROLS AND PROCEDURES







(a) Evaluation of disclosure controls and procedures.






Under the supervision and with the participation of our Management, including our president and chief financial officer, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of December 31, 2005. Based on this evaluation, our president and chief financial officer concluded that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission ("SEC") reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms relating to our reporting obligations, and was made known to them by others within the company, particularly during the period when this report was being prepared.






(b) Changes in internal controls over financial reporting.






In addition, there were no significant changes in our internal control over financial reporting that could significantly affect these controls during fiscal year ended December 31, 2005. There were no deficiency or materials weaknesses in our internal controls, and therefore there were no corrective actions taken.









PART III










ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.








Directors and Executive Officers Compensation








N/A








Biographies of Directors and Executive Officers.






Alexander M. Woods-Leo is the Company’s Chief Executive Officer. Mr Woods-Leo

Alex has been at the helm of both private and public companies since 2013. With over 15 years of computer technology experience and over 10 years of sales and marketing experience.. Previously, Mr. Woods worked as a business consultant and a commercial banker. Alex attended the University of Delaware with honors studying Integrated Mathematics and Engineering. He is also the co-inventor for the patents owned and issued to Apex Farms Corp.







FAMILY RELATIONSHIPS.







There are no family relationships among the current officers and directors of the Company.





14










INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.






Based on information provided to the Company's legal counsel, during the five year period ending on December 31, 2005, no current director, person nominated to become a director, executive officer, promoter, or control person of the Company has been a party to or the subject of:





(1) Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time






(2) Any conviction in a criminal proceeding or pending criminal proceeding (excluding traffic violations and other minor offenses);






(3) Any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, or banking activities; or,






(4) Been found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.






COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.






We are not aware of any filings pursuant to Section 16(a) of the Act.









ITEM 10. EXECUTIVE COMPENSATION






N/A








ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.









ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.







N/A








ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K






(a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as described in the following index of exhibits, are incorporated herein by reference, as follows:







Item 1. Index to Exhibits
























3.1




Articles of Incorporation (Incorporated by reference as filed on Form 10-SB filed on July 12, 1999 as exhibit 3.1




3.2




Bylaws Incorporated by reference as filed on Form 10-SB filed on July 12, 1999 as exhibit 3.2




31.1






Officer's Certificate Pursuant to Section 302





32.1






Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002








(B) REPORTS ON FORM 8-K. None.









ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES








AUDIT-RELATED FEES







The aggregate fees billed by the Company's auditors for all other non-audit services rendered to the Company, such as attending meetings and other miscellaneous financial consulting, in fiscal 2005 and 2004 were $-0- and $-0-, respectively.





15











SIGNATURES







In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





























Novagant Corp




















Dated: May 17, 2021





By:





/s/ Alexander M. Woods-Leo














Alexander M. Woods-Leo



Chief Executive Officer, Chief Financial Officer




(Principal Executive Officer)




(Principal Accounting Officer)






16





The above information was disclosed in a filing to the SEC. To see the filing, click here.

To receive a free e-mail notification whenever Novagant Corp. makes a similar move, sign up!

Other recent filings from the company include the following:

Annual report [Section 13 and 15(d), not S-K Item 405] - Sept. 2, 2022

Auto Refresh

Feedback