United States SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
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þ
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended: March 31, 2007
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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Commission File No. 000-51783
NOVINT TECHNOLOGIES, INC.
(Name of Small Business Issuer in its Charter)
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Delaware
(State of Incorporation)
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85-0461778
(IRS Employer ID. No.)
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4109 Bryan Avenue NW, Albuquerque, New Mexico
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87114
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(Address of Principal Executive Offices)
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(Zip Code)
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Issuers telephone number, including area code
: (866) 298-4420
Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 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
þ
No
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes
o
No
þ
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuers classes of common equity as of the
latest practicable date: As of May 11, 2007 there were 31,159,383 shares of common stock
outstanding and no other outstanding classes of a common equity security.
Transitional Small Business Disclosure Form (Check one): Yes
o
No
þ
PART 1 FINANCIAL INFORMATION
Item 1. Financial Statements
Novint Technologies, Inc.
BALANCE SHEET
(Unaudited)
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March 31, 2007
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ASSETS
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CURRENT ASSETS:
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Cash and cash equivalents
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$
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8,368,921
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Accounts receivable
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75,417
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Prepaid expenses and other current assets
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62,702
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Receivable related to stock options exercised
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75,000
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Costs and estimated earnings in excess of billings on contracts
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48,675
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Deposit on purchase of inventory
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283,071
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Total current assets
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8,913,786
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PROPERTY AND EQUIPMENT, NET
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281,543
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SOFTWARE DEVELOPMENT COSTS, NET
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302,773
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INTANGIBLE ASSETS, NET
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88,790
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Total assets
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$
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9,586,892
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LIABILITIES AND STOCKHOLDERS EQUITY
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CURRENT LIABILITIES:
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Accounts payable
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$
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383,867
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Accrued payroll related liabilities
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231,371
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Accrued expenses
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276,349
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Accrued expenses related parties
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107,369
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Deferred revenue
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31,507
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Billings in excess of costs and estimated earnings
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8,168
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Total current liabilities
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1,038,631
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COMMITMENTS AND CONTINGENCIES
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STOCKHOLDERS EQUITY:
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Conditionally redeemable convertible preferred
stock, Series A: aggregate liquidation preferences, $100,000,
$0.01 par value; 4,000 shares authorized, none issued and outstanding
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Common stock, authorized 50,000,000 shares, $0.01 par value;
30,441,299 shares issued and outstanding
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304,414
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Additional paid-in capital
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22,913,558
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Accumulated deficit
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(14,665,106
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)
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Accumulated other comprehensive loss
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(4,605
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)
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Total stockholders equity
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8,548,261
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Total liabilities and stockholders equity
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$
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9,586,892
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The accompanying notes are an integral part of these financial statements.
2
Novint Technologies, Inc.
STATEMENTS OF OPERATIONS
(Unaudited)
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For The Three Months Ended
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March 31, 2007
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March 31, 2006
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Revenue:
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Project
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$
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128,731
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$
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36,856
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Product
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1,925
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Total revenue
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128,731
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38,781
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Cost of goods sold:
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Project
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107,481
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25,679
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Product
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Total cost of goods sold
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107,481
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25,679
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Gross profit
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21,250
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13,102
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Operating expenses
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Research and development
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235,570
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89,840
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General and administrative
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1,551,290
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469,027
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Depreciation and amortization
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41,188
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24,697
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Sales and marketing
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93,352
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26,348
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Total operating expenses
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1,921,400
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609,912
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Loss from operations
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(1,900,150
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)
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(596,810
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Other (income) expense
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Interest income
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(27,635
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)
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Interest expense
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143,684
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32,927
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Net other expenses
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116,049
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32,927
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Net loss
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(2,016,199
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)
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(629,737
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)
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Preferred stock accretion
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(170,974
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)
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Net loss available to
common stockholders
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$
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(2,016,199
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)
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$
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(800,711
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)
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Loss per share, basic and diluted:
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Net loss
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$
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(0.09
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)
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$
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(0.04
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)
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Net loss available to
common stockholders
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$
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(0.09
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)
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$
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(0.05
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)
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Weighted-average common shares outstanding,
basic and diluted
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23,352,495
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15,161,091
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The accompanying notes are an integral part of these financial statements.
3
Novint Technologies, Inc.
STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
For the Three Months Ended March 31, 2007
(Unaudited)
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Accumulated
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Additional
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Other
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Common Stock
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Paid-in
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Accumulated
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Comprehensive
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Shares
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Amount
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Capital
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(Deficit)
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Loss
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Total
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Balances, December 31, 2006
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19,894,091
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$
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198,942
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$
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12,624,562
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$
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(12,648,907
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)
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$
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(4,605
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)
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$
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169,992
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Common stock sold for cash, net of offering costs of
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$424,364
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9,500,000
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95,000
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8,980,636
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9,075,636
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Common stock issued related to exercise of options/warrants
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428,621
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4,286
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128,350
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132,636
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Common stock issued to consultants for services
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311,700
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3,117
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347,884
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351,001
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Common stock issued for repayment of notes payable
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232,627
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2,326
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355,755
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358,081
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Common stock issued for settlement of accrued liabilities
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65,000
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650
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73,350
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74,000
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Options vested for employees services
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86,442
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86,442
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Options vested to consultants for services
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306,671
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306,671
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Common stock issued for purchase of licenses
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9,260
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93
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|
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9,908
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10,001
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Net loss
|
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|
|
|
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(2,016,199
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)
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|
|
|
|
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(2,016,199
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)
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Balances, March 31, 2007
|
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30,441,299
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|
$
|
304,414
|
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|
$
|
22,913,558
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|
$
|
(14,665,106
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)
|
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$
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(4,605
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)
|
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$
|
8,548,261
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|
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|
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|
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The accompanying notes are an integral part of these financial statements.
4
Novint Technologies, Inc.
STATEMENTS OF CASH FLOWS
(Unaudited)
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For The Three Months Ended
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March 31, 2007
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March 31, 2006
|
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Cash flows from (to) operating activities:
|
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|
|
|
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Net loss
|
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$
|
(2,016,199
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)
|
|
$
|
(629,737
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)
|
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities
|
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Depreciation and amortization
|
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|
41,188
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|
|
24,697
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Common stock issued for services
|
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|
351,001
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|
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8,500
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Options issued to employees and consultants for services
|
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|
393,113
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|
88,251
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|
Changes in operating assets and liabilities:
|
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Accounts receivable
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|
(75,417
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)
|
|
|
67,478
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|
Prepaid expenses
|
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|
31,365
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|
400
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Deferred financing costs
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|
|
|
|
|
4,032
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Accounts payable and accrued liabilities
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|
195,421
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|
|
189,959
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Accrued expenses related party
|
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|
35,494
|
|
|
|
|
|
Costs and estimated earnings in excess of billings
on contracts, net
|
|
|
(48,675
|
)
|
|
|
(23,874
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)
|
Deferred revenue
|
|
|
31,507
|
|
|
|
|
|
Billings in excess of costs and estimated earnings
on contracts, net
|
|
|
2,668
|
|
|
|
(6,485
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)
|
|
|
|
|
|
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Net cash (used in) operating activities
|
|
|
(1,058,534
|
)
|
|
|
(276,779
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)
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Cash flows from (to) investing activities:
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|
|
|
|
|
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Capital outlay for software development costs
|
|
|
(15,639
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)
|
|
|
|
|
Property and equipment acquisitions
|
|
|
|
|
|
|
(4,294
|
)
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
(15,639
|
)
|
|
|
(4,294
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from (to) financing activities:
|
|
|
|
|
|
|
|
|
Proceeds from exercise of options
|
|
|
57,636
|
|
|
|
|
|
Proceeds from issuance of common stock
|
|
|
9,500,000
|
|
|
|
|
|
Offering costs
|
|
|
(370,010
|
)
|
|
|
|
|
Proceeds from notes payable
|
|
|
|
|
|
|
300,000
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
9,187,626
|
|
|
|
300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
8,113,453
|
|
|
|
18,927
|
|
Cash and cash equivalents at beginning of period
|
|
|
255,468
|
|
|
|
42,127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
8,368,921
|
|
|
$
|
61,054
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental information:
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
Income taxes paid
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
Deferred financing cost recognize and netted against paid-in capital
|
|
$
|
54,354
|
|
|
$
|
|
|
|
|
|
|
|
|
|
Purchase of licenses with common stock
|
|
$
|
10,001
|
|
|
$
|
|
|
|
|
|
|
|
|
|
Payment of accrued research and development liabilities with common stock
|
|
$
|
|
|
|
$
|
465,000
|
|
|
|
|
|
|
|
|
Payment of notes payable and accrued interest with common stock
|
|
$
|
358,081
|
|
|
$
|
860,624
|
|
|
|
|
|
|
|
|
Payment of accrued liabilities with common stock
|
|
$
|
74,000
|
|
|
$
|
|
|
|
|
|
|
|
|
|
Receivable related to stock options exercised
|
|
$
|
75,000
|
|
|
$
|
|
|
|
|
|
|
|
|
|
Fair value accretion on conditionally redeemable, convertible preferred stock
|
|
$
|
|
|
|
$
|
170,974
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
5
Novint Technologies, Inc.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007 AND 2006 (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 Companyor
Novint), in accordance with generally accepted accounting principles for interim financial
information and with the instructions for Form 10-QSB and Regulation S-B 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, 2006. 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 months ended March 31, 2007 are not necessarily indicative of the results
to be expected for the full year ending December 31, 2007.
Reclassifications
Certain prior year amounts were reclassified to conform to the March 31, 2007 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 haptics products and equipment, including installation services and
support, to production and manufacturing companies in the United States. Haptics refers to ones
sense of touch. The Company is expanding into the consumer interactive computer gaming market,
which is a substantial departure from its current business of offering product development services
and limited sales of haptic technology. The Companys operations are based in New Mexico with sales
primarily to private entities and quasi-governmental agencies in the United States.
Managements Plans
As of March 31, 2007, the Company had total current assets of $8,913,786 and total current
liabilities of $1,038,631, resulting in a working capital surplus of $7,875,155. As of March 31,
2007, the Company had cash totaling $8,368,921. During the three months ended March 31, 2007 as
further discussed in Note 7, the Company raised approximately $9,663,000 from the sale of shares of
common stock with warrants through an equity agreement and exercise of stock purchase warrants.
The equity agreement allows for the sale of an additional $1,000,000 common stock and warrants to a
strategic investor, which the Company closed on the sale of 580,000 units for $580,000 on May 11,
2007. This recent equity raised should allow the Company to further develop its haptics
technology, and seek and develop strategic partnerships with game publishers and hardware
manufacturers that will utilize the Companys haptics technology. The Company believes that it has
sufficient capital and existing equity financing arrangements, as result of the equity raise, to
sustain its operations beyond twelve months and execute its current business plans with respect to
the haptics technology.
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 2005. Amortization is computed on the
straight-line basis over the estimated life (5 years) of the haptics technology. As of March 31,
2007, the Companys capitalized software development costs totaled $302,773 (net of $103,270 of
accumulated amortization). The estimated annual amortization expense related to the capitalized
software development cost is approximately $56,000 per year. Amortization expense for the three
months ended March 31, 2007 and 2006 totaled $15,813 and $0.
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 March 31, 2007, capitalizable
costs incurred have not been significant for any development projects. Accordingly, the Company has
charged all costs to research and development expense in the periods incurred.
Property and Equipment
Property and equipment are 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 $6,416 and $6,155 for the
three months ended March 31, 2007 and 2006, respectively.
Intangible Assets
Intangible assets consist of licensing agreements $260,001 and patents $10,734, and are carried at
cost less accumulated amortization. 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 months ended
March 31, 2007 and 2006, the Company recognized amortization expense of approximately $18,959 and
$18,542, respectively, related to intangible assets.
Annual amortization of intangible assets remaining at March 31, 2007, is as follows:
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2007
|
|
|
55,209
|
|
2008
|
|
|
5,836
|
|
2009
|
|
|
5,836
|
|
2010
|
|
|
3,335
|
|
2011 and after
|
|
|
18,584
|
|
|
|
|
|
Total
|
|
$
|
88,790
|
|
|
|
|
|
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.
7
The Companys 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.
Revenue from product sales relates to the sale of the Phantom haptics interface, which is a
human-computer user interface (the Phantom). The Phantom allows the user to experience sensory
information when using a computer and its handle and is the approximate size and shape of a writing
instrument. Phantoms are manufactured by an unrelated party and are shipped directly to the
customer.
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
Companys costs associated with shipping product items to the Companys customers are included in
the Companys Cost of Goods Sold. The Company does not charge a separate or additional fee for
shipment to their customers, rather this fee is included in the price and, therefore, part of the
Companys product revenue. No provision for sales returns has been provided in these financial
statements as the Company has never had a sales return.
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 Companys
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 Companys agreement with its
customer, further obligation is limited to the terms defined in its warranty.
The Companys customers are provided a warranty from the Companys supplier. This warranty
guarantees that the suppliers products shall be free from manufacturing defects. The supplier
agrees to provide, free of charge, replacements for any components found to be defective within 1
year of delivery. The Companys customers also have the option of purchasing a Maintenance Renewal,
which extends the suppliers warranty coverage for the following year. The Companys supplier
handles all administration and actual repairs provided for under the basic and renewal programs
and, therefore, the Company has not recorded a warranty accrual. To date, the Companys customers
have not purchased a Maintenance Renewal.
Deferred Revenue
As of March 31, 2007, the Company recorded deferred revenue totaling $31,507 related to pre-sale
orders on the Falcon product, a gaming haptics hardware device, and related gaming software. The Company will record these pre-sale orders as revenue upon shipment of such products
which is anticipated to occur during the second quarter of 2007.
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 March 31, 2007 and
2006, the Company had a total of 26,245,724 and 10,251,338 in potentially dilutive securities,
respectively.
8
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. SFAS No. 123R eliminates the ability to account for the
award of these instruments under the intrinsic value method proscribed by Accounting Principles
Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and allowed under the
original provisions of SFAS No. 123.
The Company recognized $393,113 and $88,251 in share-based compensation expense for the three
months ended March 31, 2007 and 2006, 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 three months ended March31, 2007 and 2006, the following
assumptions were used: closing price of the common stock at the date of grant, risk-free rates
ranged from 5.15% to 5.25%, volatility of the options ranged from 73% to 151%, 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 $235,570 and $89,840 for
the three months ended March 31, 2007 and 2006, respectively.
Recent Accounting Pronouncements
The Company has adopted all accounting pronouncements issued before March 31, 2007, which are
applicable to the Company.
In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109 (FIN
48), which clarifies the accounting for uncertainty in tax positions. This Interpretation requires
that we recognize in our financial statements the benefit of a tax position if that position is
more likely than not of being sustained on audit, based on the technical merits of the position.
The provisions of FIN 48 become effective as of the beginning of the 2007 fiscal year, with the
cumulative effect of the change in accounting principle recorded as an adjustment to opening
retained earnings. The adoption of the provisions of FIN 48 did not have an impact on its
financial condition or results of operations.
In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108,
Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial Statements (SAB 108), which addresses how to quantify the effect of financial statement
errors. The provisions of SAB 108 become effective as of the end of its 2007 fiscal year. The
adoption of the provisions of SAB 108 did not have an impact on its financial condition or results
of operations.
NOTE 3 COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS ON CONTRACTS AND BILLINGS IN EXCESS OF
COSTS AND ESTIMATED EARNINGS ON CONTRACTS
Costs and estimated earnings in excess of billings on contracts consisted of the following at
March 31, 2007:
|
|
|
|
|
Costs and estimated earnings incurred on uncompleted contracts
|
|
$
|
121,688
|
|
Billings on uncompleted contracts
|
|
|
73,013
|
|
|
|
|
|
Costs and estimated earnings in excess of billings on uncompleted contracts
|
|
$
|
48,675
|
|
|
|
|
|
Billings in excess of costs and estimated earnings on contracts consisted of the following at:
|
|
|
|
|
Billings on uncompleted contracts
|
|
$
|
83,455
|
|
Costs and estimated earnings incurred on uncompleted contracts
|
|
|
72,287
|
|
|
|
|
|
Billings in excess of costs and estimated earnings on uncompleted contracts
|
|
$
|
8,l68
|
|
|
|
|
|
9
NOTE 4 INTANGIBLE ASSETS
Intangible assets consisted of the following at March 31, 2007:
|
|
|
|
|
Licensing agreements
|
|
$
|
260,001
|
|
Patent
|
|
|
10,734
|
|
Less accumulated amortization
|
|
|
(181,945
|
)
|
|
|
|
|
|
|
$
|
88,790
|
|
|
|
|
|
NOTE 5 CONVERTIBLE NOTES PAYABLE
During 2005, the Company executed convertible promissory notes in the amount of $358,081 to Lunar
Design for the costs incurred during 2005 associated with contracted research and development
efforts. The promissory notes were non-interest bearing, past their maturity dates (maturity dates
varied throughout 2006) and were due on demand. If the promissory notes were not paid in full in
cash at the promissory notes maturity date, the Company was to convert the unpaid balance of the
note into shares of the Companys common stock at the price per share equal to the last sale price
of the Companys common stock on the maturity date, or on the last business day prior to the
maturity date. Subsequent to the maturity dates, the Company negotiated with Lunar regarding
conversion terms and during the quarter ended March 31, 2007, the Company converted the entire
remaining balance totaling $358,081 of the promissory note balance into 232,627 shares of common
stock and agreed to issue an additional 77,313 shares valued at $81,178 to cover a portion of
$141,532 as settlement , which has been accrued for and recorded as interest expense during the
three months ended March 31, 2007.
NOTE 6 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.
10
NOTE 7 STOCKHOLDERS EQUITY
On February 14, 2007, the Company approved an increase (subject to stockholder approval) in the authorized shares of common stock
from 50,000,000 shares to 150,000,000 shares and to cancel the 4,000 authorized Series A Preferred
Stock.
Conditionally Redeemable, Convertible Preferred Stock
On April 20, 2000, in connection with the license agreement with Sandia, the Company issued all
4,000 authorized shares of Series A conditionally redeemable, convertible preferred stock at $0.25
per share. The preferred stock was convertible into fully paid and non-assessable common stock as
follows: at the holders option based on the conversion price in effect on the conversion date or
automatically upon the closing of an IPO, which would result in 447,300 shares of common stock. The
conversion price shall be (i) the subscription price ($100,000 when expressed as an aggregate
amount or $25.00 per share when expressed on a per-share basis) divided by (ii) the conversion
price in effect on the conversion date. Additionally, the Company is obligated to redeem the
preferred shares, if there is no IPO or initial sale within 10 years from the issue date.
In connection with the effectiveness of the Companys registration statement, on February, 6 2006
the Company issued 447,300 shares of common stock to Sandia for the conversion of the preferred
stock in accordance with the agreement.
Accordingly, the Company accreted the fair value of the common stock conversion to retained
earnings through the conversion date of February 6, 2006. When the Company was approved for public
filing, it recognized an additional charge of $170,974 to retained earnings of the converted shares
at the fair value as compared to the IPO price. The fair value of the stock on February 6, 2006 was
estimated to be $1.00 per share.
11
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 and closed the Unit Subscription Agreement on any further sales. 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. Mr. Tom Anderson, the
Companys 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 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 filing timeline to file a registration statement had been extended to May 30, 2007 which the Company believes it will be able to
file the registration statement timely and become effective within the time prescribed in the Investors
Rights Agreement and accordingly no accrual is considered necessary with regards to any potential
penalties associated with a delayed filing and effectiveness. The Company has considered the
provisions of FSP 00-19-1 in its assessment of the penalty provisions and accrual.
NOTE 8 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
March 31, 2007, the Company calculated the value of the options using the Black-Scholes model based
on the following assumptions: a risk-free rate of 5.15%, volatility of 151%, estimated life of 10
years and a fair market value of $1.38 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 $13,809 and
$3,413, respectively, was recorded as consultant expense during the three months ended March 31,
2007 and 2006.
In March 2004, Normandie New Mexico Corporation, which is owned by the Chief Executive Officer
(CEO) of Manhattan Scientific (a significant shareholder) who is also a member of the Companys
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 three months ended March 31, 2007 and 2006, the Company had paid $-0- and $-0-,
respectively, for these services. As of March 31, 2007, the Company owed $90,625to Normandie New
Mexico under the agreement.
12
On June 10, 2004, the Company granted 250,000 options to purchase common stock to one of the member
of the Companys 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 March
31, 2007, the Company calculated the value of the options using the Black-Scholes model based on
the following assumptions: a risk-free rate of 5.15%, volatility of 151%, estimated life of 10
years and a fair market value of $1.38 per share. The vesting schedule is prorated over the
reporting period, and approximately $26,000 and $8,000, respectively, was recorded as consultant
expense during the three months ended March 31, 2007 and 2006.
NOTE 9 SUBSEQUENT EVENTS
In May 2007, the Company increased the equity compensation options related to a consulting agreement
negotiated on May 1, 2006 with AF Double Eagle from 1,213,933 to 1,613,933 which the exercise price for such additional options are $1.02 per share. Although
this consulting agreement has not been signed, the Company has paid and continues to pay Consultant under the terms of the agreement and the original options were
considered granted May 1, 2006. In addition, the Company granted the consultant an option to purchase up to $150,000 worth of common stock at $1.02 per share along with one warrant
with an exercise price of $1.02 which vest at a rate of $50,000 equally on July 1, 2007, October 1, 2007 and January 1, 2008.
During May 2007, the Company issued a total of 99,447 shares of common stock to seven investors
pursuant to provisions within their investment subscription agreements consummated in 2006 which
provides for additional shares to be issued as an anti-dilutive measure which terminated in May
2007. These shares issued pursuant to the anti-dilutive measure will be accounted for as
additional shares issued as part of the overall original sale of stock related to the investment
subscription agreement during 2006. The par value of the 99,447 shares of common stock will
recorded as a reduction to additional paid-in capital.
During May 2007, the Company issued 13,637 shares of common stock to a board director as payment
for serving as a director. The value of the 13,637 shares totaled $16,364 of $1.20 per share.
During May 2007, the Company issued 25,000 shares of common stock to a board director as prepayment
for future services performed totaling $30,000 or $1.20 per share.
13
Item 2. Managements Discussion and Analysis or Plan of Operation
MANAGEMENTS DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
Statements included in this managements discussion and analysis of financial condition and
results of operations, and in future filings by the company with the securities and exchange
commission, in the companys press releases and in oral statements made with the approval of an
authorized executive officer which are not historical or current facts are forward-looking
statements and are subject to certain risks and uncertainties that could cause actual results to
differ materially from historical earnings and those presently anticipated or projected. You are
cautioned not to place undue reliance on any such forward-looking statements, which speak only as
of the date made. The following important factors, among others, in some cases have affected and in
the future could affect the companys actual results and could cause the companys actual financial
performance to differ materially from that expressed in any forward-looking statement: (i) the
extremely competitive conditions that currently exist in the market for companies similar to the
company and (ii) lack of resources to maintain the companys good standing status and requisite
filings with the securities and exchange commission. The foregoing list should not be construed as
exhaustive and the company disclaims any obligation subsequently to revise any forward-looking
statements to reflect events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events. The following discussion should be read in
conjunction with our financial statements and their explanatory notes included as part of this
annual report.
I. 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.
To date, we have derived the majority of our revenues developing professional applications for
our customers. We have completed a number of contracts with companies such as Aramco, Lockheed
Martin, Chrysler, Chevron, Sandia National Laboratories, The Falk Group and Woods Hole
Oceanographic Institute.
Although we continue our operations in professional applications for our customers, we will
begin to focus more of our attention in leveraging our computer touch technology to exploit
opportunities in the consumer console and PC interactive computer games market. Using our haptics
technology, games and applications will have the crucial missing third sense 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 will become the focus of our operations which we will devote majority of our
resources to further developing, seeking new business relationships in the video game software
developers and hardware manufacturers. We believe our haptic technology will be ready to market to
consumers in latter part of the 2
nd
quarter of 2007 possibly generating revenues in the
2nd quarter of 2007.
II. 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 March 31, 2007, and are
considered by management to be critical for an understanding of our financial statements because
their application places the most significant demands on managements 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
2007. However, we are evaluating how improvements in
processes and other changes in haptics technology and our emerging video games business may
impact revenue recognition policies in the future.
14
REVENUE AND COST RECOGNITION We recognize 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.
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 Statement of Position (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. Novint accounts for these
measurements on the balance sheet 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.
IMPAIRMENT In accordance with 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 remaining life
(five years) of our software platform.
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.
15
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2007 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2006
REVENUES. During the three months ended March 31, 2007, we had revenues of $128,731 as
compared to revenues of $38,781 during the three months ended March 31, 2006, a increase of
approximately 232%. During the three months ended March 31, 2007, our revenues were derived from
the development of professional applications for customers. In 2006, we redirected much of our
attention in the development and completion of our haptics technology and hardware platforms for
consumers, however, we still generated revenues during both periods from developing professional
applications, with more contracts occurring in 2007 than in 2006. We will still continue to
provide development of professional applications in future years but not at the level as prior
years since we believe our future growth will be centered around our haptics technology and
hardware platform for consumers.
COST OF GOODS SOLD AND GROSS PROFIT (LOSS). Cost of Goods Sold, which consists of materials
purchased for resale to customers and the direct labor incurred for delivering on projects, were
$107,481 for the three months ended March 31, 2007, compared to $25,679 for the three months ended
March 31, 2006. Our average gross profit percentage on contract activity was approximately 17% for
the three months ended March 31, 2007, compared to 51% for the three months ended March 31, 2006.
The decrease in gross profit percentage resulted as the contracts in 2007 required contracted labor
to complete the project, resulting in a lower margin.
RESEARCH AND DEVELOPMENT EXPENSES Research and development totaled $235,570 for the three
months ended March 31, 2007 compared to $89,840 for the three months ended March 31, 2006, an
increase of $145,730 or 162%. Our research and development for 2007 increased as development was
completed for the various software applications of our haptics technology.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses totaled $1,551,290
for the three months ended March 31, 2007, compared to $469,027 for the three months ended March
31, 2006 , an increase of $1,082,263 or 231%. The increase in general and administrative expenses
compared to the prior year was primarily related to the activity to prepare for the launch of
haptic technology sales. Business and professional fees increased approximately $831,000 for
business development consulting during 2007. Payroll and other overhead expenses increase
approximately $240,000 as we prepared to bring our haptic technology out to market during latter
part of the 2
nd
quarter of 2007.
SALES AND MARKETING EXPENSE Sales and marketing expense totaled $93,352 for the three months
ended March 31, 2007 compared to $26,348 for the three months ended March 31, 2006, a increase of
$67,004 or 254%. The increase was primarily contributed trade show expenses and professional fees
for a public relations firm. We anticipated such expenses to increase during 2007 as we bring our
haptic technology out to market during latter part of the 2
nd
quarter of 2007.
LOSS FROM OPERATIONS: We had a Loss from Operations of $1,900,150 for the three months ended
March 31, 2007, compared to a Loss from Operations of $596,810 for the three months ended March 31,
2006. Our operating losses have increased as a result of the increase in our operating expenses as
described above.
NET LOSS. We had a net loss of $2,016,199, or $0.09 per share, for the three months ended
March 31, 2007, compared to $800,711, or $0.04 per share, for the three months ended March 31,
2006. Our net losses increased as a result of the increase in our operating expenses as described
above. Additionally, our interest expense increased $110,757, but this was offset by an increase
in interest income of $27,635.
16
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2007, the Company, the Company had total current assets of $8,913,786 and total
current liabilities of $1,038,631, resulting in a working capital surplus of $7,875,155. As of
March 31, 2007, the Company had cash totaling $8,368,921. Our cash flows to operating activities
for the three months ended March 31, 2007 was $1,058,534. Our cash flows to investing activities
for the three months ended March 31, 2007 was $15,639. Our cash flows from financing activities for
the three months ended March 31, 2007
was $9,187,626. Overall, the Companys cash flows for the three months ended March 31, 2007,
netted a surplus of $8,113,453. During the three months ended March 31, 2007, the Company raised
approximately $9,663,000 from the sale of shares of common stock with warrants through an equity
agreement and exercise of stock purchase warrants. The equity agreement allows for the sale of
an additional $1,000,000 common stock and warrants to a strategic investor, which the Company
closed on the sale of 580,000 units for $580,000 on May 11, 2007. This recent equity raised should
allow the Company to further develop its haptics technology, and seek and develop strategic
partnerships with game publishers and hardware manufacturers that will utilize the Companys
haptics technology. The Company believes that it has sufficient capital and existing equity
financing arrangements, as result of the equity raise, to sustain its operations beyond twelve
months and execute its current business plans with respect to the haptics technology.
17
Item 3. Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our
management, including our President, Chief Executive Officer, and Acting Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and procedures pursuant
to Exchange Act Rule 13a-14 as of the end of the period covered by this report. Based upon that
evaluation, our President, Chief Executive Officer, and Acting Chief Financial Officer concluded
that the our disclosure controls and procedures are effective to ensure the information required to
be disclosed by us in reports filed or submitted under the Exchange Act were timely recorded,
processed and reported within the time periods specified in the Securities and Exchange Commission
rules and forms.
There have been no significant changes in our internal controls over financial reporting or in
other factors which occurred during the last quarter covered by this report, which could materially
affect or are reasonably likely to materially affect our internal controls over financial
reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In January 2007, we issued a total of 145,000 shares of common stock to two individuals in
payment of consulting services rendered. 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 shareholders 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 shareholders were
permitted access to our management for the purpose of acquiring investment information. Due to the
shareholders status as consultants and their dealings with companies similar to ours, we deem the
shareholders sophisticated for the purposes of Section 4(2) of the Securities Act.
In January 2007, we issued 9,000 shares of common stock 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 shareholders 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.
In January 2007, we issued 25,000 shares of common stock to Gerald Grafe, one of our
directors, in payment for legal services rendered. 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 shareholders status as our legal counsel and his dealings with companies
similar to ours, we deem the shareholder sophisticated for the purposes of Section 4(2) of the
Securities Act.
In January 2007, we issued 115,000 shares of common stock to Todd M. Ficeto pursuant to an
exercise of warrants at a purchase price of $0.50 per share. The recipient of the common stock was
an accredited investor 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
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 shareholders status as an accredited investor and his dealings
with development companies generally, we deem the shareholder sophisticated for the purposes of
Section 4(2) of the Securities Act.
18
In January 2007, we issued 500,000 shares of common stock at a price per share of $1.00,
together with Common Stock Purchase Warrants to purchase 500,000 shares of common stock at an
exercise price of $1.50 per share, exercisable until February 2012. The eight 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 their dealings with development companies generally, we deem the
holders sophisticated for the purposes of Section 4(2) of the Securities Act.
In February 2007, we issued 13,621 shares of common stock to an employee pursuant to the
cashless exercise of 25,000 stock options. The recipient of the shares was Antonia Chappell. 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 shareholders status as an employee and her
dealings with development companies generally, we deem the shareholder sophisticated for the
purposes of Section 4(2) of the Securities Act.
In February 2007, we issued a total of 197,700 shares of common stock to four individuals in
payment of consulting services rendered. 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 shareholders 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 shareholders were
permitted access to our management for the purpose of acquiring investment information. Due to the
shareholders status as consultants and their dealings with companies similar to ours, we deem the
shareholders sophisticated for the purposes of Section 4(2) of the Securities Act.
In February 2007, we issued 232,627 shares of common stock to Lunar Design in satisfaction of
an accrued liability related to the conversion of a note payable. 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 shareholders status as a consultant and its dealings with development
companies generally, we deem the shareholder sophisticated for the purposes of Section 4(2) of the
Securities Act.
In February 2007, we issued 9,260 shares of common stock to Dejobaan Games as payment for the
acquisition of software. 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 shareholders
dealings with development companies generally, we deem the shareholder sophisticated for the
purposes of Section 4(2) of the Securities Act.
In March 2007, we issued 300,000 shares of common stock to Todd M. Ficeto pursuant to an
exercise of warrants at a purchase price of $0.25 per share. The recipient of the common stock was
an accredited investor 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 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 shareholders status as an accredited investor and his dealings
with development companies generally, 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.
19
Item 5. Other Information
Pursuant to that certain Unit Subscription Agreement entered into among Novint and 42
accredited investors on February 23, 2007, as amended on March 2, 2007 and March 30, 2007 (the
Unit Subscription Agreement), Novint issued and sold an additional $580,000 of Units, at a price
of $1.00 per Unit, to four of the original 42 accredited investors (the Purchasers). 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 per share. The additional financing closed on May 11, 2007
(the Second Closing). The Unit Subscription Agreement was amended on March 2, 2007 to extend the
date of the First Closing to March 6, 2007 and was further amended on March 30, 2007 to, among
other things, extend the date of the Second Closing to May 11, 2007. Gross proceeds from the
additional financing were $580,000. There were no commissions paid in connection with the
additional financing. The net proceeds of the additional financing will be used by Novint for
general working capital purposes.
As part of the terms of the Unit Subscription Agreement, Novint entered into an Investor
Rights Agreement, as amended (the Investor Rights Agreement), with the Purchasers whereby Novint
has agreed to file a registration statement to register for resale the shares of common stock sold
in the financing, including the shares of common stock underlying the warrants, by May 31, 2007.
Subject to certain exceptions, in the event the registration statement is not filed by May 31,
2007, or does not become effective within certain time periods set forth in the Investor Rights
Agreement, Novint would be required to pay each Purchaser in the First and Second Closing 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
Registrant 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 foregoing description of the Unit Subscription Agreement, the Investor Rights Agreement,
and the warrants does not purport to be complete and is qualified in its entirety by the exhibits
attached to the Companys Current Report on Form 8-K filed with the SEC on March 9, 2007 as well as
Amendment No. 1 to the Unit Subscription Agreement attached hereto as Exhibit 10.48, Amendment No.
2 to the Unit Subscription Agreement attached hereto as Exhibit 10.49 and Amendment No. 1 to the
Investor Rights Agreement attached hereto as Exhibit 10.50.
Item 6. Exhibits
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Number
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Description
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3.1 (1)
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Articles of Incorporation
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3.2 (6)
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Amended and Restated Bylaws
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3.3 (1)
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Articles of Merger
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3.4 (1)
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Certificate of Merger
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4.1 (1)
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Articles of Incorporation (See Exhibit 3.1)
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4.2 (3)
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Form of Common Stock Purchase Warrant, April 2006
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4.3 (7)
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Form of Common Stock Purchase Warrant, March 2007
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10.1 (1)
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License Agreement with Sandia; Amendments
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20
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Number
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Description
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10.2 (1)
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Lease for 9620 San Mateo
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10.3 (1)
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Employment Agreement with Tom Anderson
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10.4 (1)
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Employment Agreement with Walter Aviles
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10.5 (1)
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2004 Stock Incentive Plan
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10.6 (1)
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Shareholders Agreement
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10.7 (1)
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Lock Up Agreement
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10.8 (1)
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Miscellaneous Technical Services Agreement between Aramco Services Company and Novint Technologies, Inc.
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10.9 (1)
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Contract Addendum between Aramco Services Company and Novint Technologies, Inc.
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10.10 (1)
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Amendment to Contract between Aramco Services Company and Novint Technologies, Inc.
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10.11 (1)
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Amendment to Contract between Aramco Services Company and Novint Technologies, Inc.
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10.12 (1)
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Statement of Work between Chevron Corporation and Novint Technologies, Inc.
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10.13 (1)
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Purchase Order from DaimlerChrylser Corporation
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10.14 (1)
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Purchase Order # 94059 from LockheedMartin Corporation
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10.15 (1)
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Purchase Order # 96996 from LockheedMartin Corporation
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10.16 (1)
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Purchase Order # 97860 from LockheedMartin Corporation
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10.17 (1)
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Purchase Order # Q50601685 from LockheedMartin Corporation
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21
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Number
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Description
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10.18 (1)
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Purchase Order # QQ060592 from LockheedMartin Corporation
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10.19 (1)
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Purchase Order # Q50608809 from LockheedMartin Corporation
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10.20 (1)
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Purchase Order #24232 from Sandia National Laboratories
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10.21 (1)
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Purchase Order #27467 from Sandia National Laboratories
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10.22 (1)
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Purchase Order #117339 from Sandia National Laboratories
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10.23 (1)
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Purchase Order #250810 from Sandia National Laboratories
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10.24 (1)
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Undersea Exploration Modeling Agreement between Woods Hole Oceanographic Institute and Novint
Technologies, Inc.
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10.25 (1)
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Purchase Order for Lunar Design, Inc. dated April 7, 2005
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10.26 (1)
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Sublicense Agreement between Manhattan Scientifics and Novint Technologies, Inc.
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10.27 (1)
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License and Royalty Agreement between Manhattan Scientifics and Novint Technologies, Inc.
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10.28 (1)
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Research Development and License Agreement between Manhattan Scientifics and Novint Technologies, Inc.
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10.29 (1)
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Intellectual Property License Agreement with Force Dimension LLC
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10.30 (1)
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Purchase Order with Lockheed Martin dated April 1, 2005
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10.31 (1)
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Purchase Order with Lockheed Martin dated April 4, 2005
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10.32 (1)
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Purchase Order with Lockheed Martin dated April 21, 2005
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10.33 (1)
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Purchase Order with Deakin University dated April 6, 2004
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22
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Number
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Description
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10.34 (1)
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Purchase Order with Robarts Research dated September 24, 2004
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10.35 (1)
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Purchase Order with University of New Mexico dated March 16, 2004
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10.36 (1)
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Amendment to Agreement with Force Dimension Dated May 5, 2005
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10.37 (1)
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Amendment to contract between Aramco Services Company and Novint Technologies, Inc.
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10.38 (2)
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Purchase Order with Lockheed Martin dated February 16, 2006
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10.39 (2)
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Amendment to Intellectual Property License Agreement with Force Dimension LLC dated March 9, 2006
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10.40 (2)
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Purchase Order with Lockheed Martin dated March 3, 2006
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10.41 (3)
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Form of Subscription Agreement for Securities, April 2006.
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10.42 (4)
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Board of Directors Agreement between V. Gerald Grafe and Novint Technologies, Inc.
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10.44 (5)
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Manufacturing Agreement dated December 19, 2006 by and between Novint Technologies, Inc. and VTech
Communications Ltd.
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10.45 (5)
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Novint Purchase Order 1056. (Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.)
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10.46 (7)
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Form of Unit Subscription Agreement, March 2007
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10.47 (7)
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Form of Investor Rights Agreement, March 2007
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10.48
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Amendment No. 1 to Unit Subscription Agreement dated March 2, 2007
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10.49
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Amendment No. 2 to Unit Subscription Agreement dated March 30, 2007
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10.50
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Amendment No. 1 to Investor Rights Agreement dated March 30, 2007
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14 (2)
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Code of Ethics
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23
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Number
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Description
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31.1
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Certification Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002 Chief Executive Officer
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31.2
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Certification Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002 Chief Financial Officer
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32.1
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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
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32.2
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Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The
Sarbanes-Oxley Act Of 2002 Chief Financial Officer
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(1)
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Filed with the Issuers Registration Statement on Form SB-2 on May 17, 2004, and as
subsequently amended, and incorporated herein by reference.
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(2)
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Filed with the Issuers Annual Report on Form 10-KSB, filed with the Commission on April 17,
2006, and incorporated herein by reference.
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(3)
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Filed with the Issuers Periodic Report on Form 10-QSB, filed with the Commission on May 22,
2006, and incorporated herein by reference.
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(4)
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Filed with the Issuers Current Report on Form 8-K, filed with the Commission on September 22,
2006, and incorporated herein by reference.
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(5)
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Filed with the Issuers Current Report on Form 8-K, filed with the Commission on December 20,
2006, and incorporated herein by reference.
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(6)
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Filed with the Issuers Current Report on Form 8-K, filed with the Commission on March 1, 2007.
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(7)
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Filed with the Issuers Current Report on Form 8-K, filed with the Commission on March 9, 2007.
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All other exhibits are filed herewith.
24
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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NOVINT TECHNOLOGIES, INC.
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By:
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/s/ TOM ANDERSON
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Tom Anderson
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Chief Executive Officer, President and Chief
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Financial Officer
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May 15, 2007
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25
EXHIBIT INDEX
|
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Exhibit
Number
|
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Description
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10.48
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Amendment No. 1 to Unit Subscription Agreement dated March 2, 2007
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10.49
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Amendment No. 2 to Unit Subscription Agreement dated March 30, 2007
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10.50
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Amendment No. 1 to Investor Rights Agreement dated March 30, 2007
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31.1
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Certification Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002 Chief Executive Officer
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31.2
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Certification Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002 Chief Financial Officer
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32.1
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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
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32.2
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Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The
Sarbanes-Oxley Act Of 2002 Chief Financial Officer
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26