UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

WASHINGTON, D.C. 20549


FORM 10-Q

(Mark One)


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED For the quarterly period ended March 31, 20092020

OR


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

For the transition period from ____ to ____

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


Commission File No. 000-51783


Novint Technologies, Inc.

NOVINT TECHNOLOGIES, INC.

(Exact nameName of registrantRegistrant as specifiedSpecified in it charter)


Its Charter)

Delaware 85-0461778
(State or other jurisdictionOther Jurisdiction of incorporationIncorporation or Organization) (IRS Employer Identification No.)
organization) No.)
100 Merrick Road–Suite 400W
Rockville Center, NY11570
(Address of Principal Executive Offices)(Zip Code)
(866) 298-4420
Registrant’s Telephone Number, including Area Code:

4601 Paradise Blvd., NW, Suite B
Albuquerque, NM 87114
 (Address

Securities registered pursuant to Section 12(b) of principal executive offices)


(866) 298-4420
  (Registrant's telephone number, including area code)

the Act:None

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

Title of each class
Common Stock, $.0001 Par Value Per Share

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by sectionSection 13 or 15 (d)15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o


☐ 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thanthat the registrant was required to submit and post such files). Yes o No o


☐ 

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


Larger Accelerated Filer ☐
Large Accelerated filer  o
Filer ☐
Non-Accelerated Filer o
Accelerated Filer o
Smaller Reporting Company x
Emerging growth company ☐ 

The

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate

On May 13, 2020, the number ofRegistrant had 202,308,728 shares outstanding of each issuer's classes of common stock as of the latest practicable date: 32,942,709 issued and outstanding as of May 11, 2009.

outstanding.

 


  

NOVINT TECHNOLOGIES, INC.

TABLE OF CONTENTS
TO

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2009
2020

INDEX

PART I - FINANCIAL INFORMATION
  Page
PART IItem 1.FINANCIAL INFORMATIONFinancial Statements
 
Item 1.Financial StatementsUnaudited Condensed Balance Sheets as of March 31, 2020 and December 31, 2019.12
Unaudited Condensed Statements of Operations for the Periods Ended March 31, 2020 and 20193
Unaudited Statements of Stockholders’ Deficit for the Periods Ended March 31, 2020 and 20194
Unaudited Statements of Cash Flows for the Periods Ended March 31, 2020 and 20195
Notes to Consolidated Financial Statements6
Item 2.Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations2
Item 3.Quantitative and Qualitative Disclosures About Market Risk7
Item 4.Controls and Procedures710
   
PART IIItem 3.OTHER INFORMATIONQuantitative and Qualitative Disclosures About Market Risk12
 
Item 1.4.Legal ProceedingsControls and Procedures812
PART II - OTHER INFORMATION13
Item 1.Legal Proceedings13
Item 1A.Risk Factors13
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds8
Item 3.Defaults Upon Senior Securities8
Item 4.Submission of Matters to a Vote of Security Holders8
Item 5.Other Information8
Item 6.Exhibits913
  
SignaturesItem 3.10Defaults Upon Senior Securities13
Item 4.Mine Safety Disclosures13
Item 5.Other Information13
Item 6.Exhibits13




PART I - FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

Item 1.Financial Statements

NOVINT TECHNOLOGIES, INC.

Our financial statements start on the following page, beginning with page F-1.
1

BALANCE SHEETS

 
Novint Technologies, Inc.
BALANCE SHEETS
       
       
  
March 31,
2009
  December 31, 2008 
  (Unaudited)    
ASSETS 
       
CURRENT ASSETS:      
Cash and cash equivalents $78,632  $55,315 
Accounts receivable, net  78,907   57,170 
Prepaid expenses and other current assets  566,407   674,608 
Inventory  1,324,834   1,333,632 
Deposit on purchase of inventory  14,722   14,722 
Deposits  4,040   12,181 
         
Total current assets  2,067,542   2,147,628 
         
PROPERTY AND EQUIPMENT, NET  374,402   463,080 
DEFERRED FINANCING COSTS  335,718   362,247 
PREPAID EXPENSES - NET OF CURRENT PORTION  1,079,173   1,020,534 
SOFTWARE DEVELOPMENT COSTS, NET  555,886   585,682 
INTANGIBLE ASSETS, NET  595,810   680,367 
DEPOSITS, NET OF CURRENT PORTION  -   16,042 
         
Total assets $5,008,531  $5,275,580 
         
         
LIABILITIES AND STOCKHOLDERS' EQUITY 
         
CURRENT LIABILITIES:        
Accounts payable $914,314  $684,277 
Accrued payroll related liabilities  1,009,521   939,298 
Accrued expenses  507,029   323,548 
Accrued expenses - related parties  138,928   86,577 
Deferred revenue  29,061   29,662 
Notes payable, net of unamortized debt discount of  327,807   230,040 
$72,193 and $69,952, respectively        
Notes payable - original issue discount, net of unamortized  187,441   - 
debt discounts of $87,559 and $0, respectively        
         
Total current liabilities  3,114,101   2,293,402 
         
LONG TERM LIABILITIES:        
Convertible notes payable, net of unamortized debt        
discount of $3,780,006 and $4,132,480, respectively  1,382,192   1,029,718 
         
Total liabilities  4,496,293   3,323,120 
         
COMMITMENTS AND CONTINGENCIES        
         
STOCKHOLDERS' EQUITY:        
Common stock, authorized 150,000,000 shares, $0.01        
par value; 32,259,131 and 32,259,131 shares issued        
and outstanding, respectively  322,592   322,592 
Additional paid-in capital  32,171,716   32,026,387 
Accumulated deficit  (31,977,465)  (30,391,914)
Accumulated other comprehensive loss  (4,605)  (4,605)
         
Total stockholders' equity  512,238   1,952,460 
         
Total liabilities and stockholders' equity $5,008,531  $5,275,580 

  March 31,  December 31, 
  2020  2019 
  (Unaudited)    
ASSETS      
       
CURRENT ASSETS:        
Cash and cash equivalents $398,075  $431,715 
Prepaid expenses and other current assets  5,003   2,048 
Total Current Assets  403,078   433,763 
         
TOTAL ASSETS $403,078  $433,763 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT        
         
CURRENT LIABILITIES:        
Accounts payable and accrued expenses $660,083  $640,374 
Total Current Liabilities  660,083   640,374 
         
TOTAL LIABILITIES  660,083   640,374 
         
STOCKHOLDERS' DEFICIT        
         
Preferred stock, $0.0001 par value; 12,500,000 shares authorized, 0 shares issued and outstanding as of
March 31, 2020 and December 31, 2019
      
         
Common stock, $0.0001 par value; 500,000,000 shares authorized, 202,308,728 shares issued and outstanding as of March 31, 2020 and December 31, 2019  20,231   20,231 
         
Additional paid in capital  41,059,293   41,059,293 
Accumulated deficit  (41,336,529)  (41,286,135)
TOTAL STOCKHOLDERS' DEFICIT  (257,005)  (206,611)
         
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $403,078  $433,763 

The accompanying notes are an integral part of these financial statements.statements


NOVINT TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS
(Unaudited)

 
F-1

Novint Technologies, Inc.
STATEMENTS OF OPERATIONS
       
       
  For the Three Months Ended 
  March 31, 2009  March 31, 2008 
  (Unaudited)  (Unaudited) 
Revenue:      
Project $106,874  $27,579 
Product  24,848   44,250 
Total revenue  131,722   71,829 
         
         
Cost of goods sold:        
Project  88,891   21,187 
Product  45,339   80,802 
Total cost of goods sold  134,230   101,989 
         
         
Gross loss  (2,508)  (30,160)
         
Operating expenses        
Research and development  72,838   313,526 
General and administrative  777,899   1,306,282 
Depreciation and amortization  153,761   99,147 
Sales and marketing  70,136   131,849 
Total operating expenses  1,074,634   1,850,804 
         
Loss from operations  (1,077,142)  (1,880,964)
         
Other (income) expense        
Interest income  (8)  (12,252)
Interest expense  117,812   704 
Debt discounts related to notes and convertible debts  380,125   - 
Other (income) expense  10,480   (2,207)
         
Net other (income) expense  508,409   (13,755)
         
         
Net loss $(1,585,551) $(1,867,209)
         
Loss per share, basic and diluted $(0.05) $(0.06)
         
Weighted-average common shares        
outstanding, basic and diluted  32,259,131   31,902,829 

  Three Months Ended March 31, 
  2020  2019 
Revenue $1,000  $ 
Operating Expenses        
Professional fees  31,200   19,893 
General and administrative expenses  20,088   20,494 
Total Operating Expenses  51,288   40,387 
         
Loss from operations  (50,288)  (40,387)
         
Other expense:        
Interest expense, net  (106)  (82)
Total other expense  (106)  (82)
         
Loss before provision for income taxes  (50,394)  (40,469)
Provision for income taxes      
Net loss $(50,394) $(40,469)
         
Net loss per share        
Basic and Diluted $(0.00) $(0.00)
         
Weighted-average common shares outstanding        
Basic and Diluted  202,308,728   202,308,728 

The accompanying notes are an integral part of these financial statements.statements


NOVINT TECHNOLOGIES, INC.
STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Unaudited)

 
F-2

Novint Technologies, Inc.
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Three Months Ended March 31, 2009
                   
                   
              Accumulated   
        Additional  Other    
  Common Stock  Paid-in  Accumulated Comprehensive   
  Shares  Amount  Capital  (Deficit)  Loss  Total 
                   
Balances, December 31, 2008  32,259,131  $322,592  $32,026,387  $(30,391,914) $(4,605) $1,952,460 
                         
Options vested for employees services  -   -   120,466   -   -   120,466 
Options and warrants vested to consultants for services  -   -   (40,801)  -   -   (40,801)
Warrants issued with note payable  -   -   65,664   -   -   65,664 
Net loss  -   -       (1,585,551)  -   (1,585,551)
                         
Balances, March 31, 2009 (Unaudited)  32,259,131  $322,592  $32,171,716  $(31,977,465) $(4,605) $512,238 

  Three Months Ended March 31, 2019 
        Additional       
  Common Stock  Paid-in  Accumulated    
  Shares  Amount  Capital  (Deficit)  Total 
Balances, December 31, 2018  202,308,728  $20,231  $41,059,293  $(41,151,958) $(72,434)
Net Loss for the Three Months           (40,469)  (40,469)
Balances, March 31, 2019  202,308,728  $20,231  $41,059,293  $(41,192,427) $(112,903)

  Three Months Ended March 31, 2020 
        Additional       
  Common Stock  Paid-in  Accumulated    
  Shares  Amount  Capital  (Deficit)  Total 
Balances, December 31, 2019  202,308,728  $20,231  $41,059,293  $(41,286,135) $(206,611)
Net Loss for the Three Months           (50,394)  (50,394)
Balances, March 31, 2020  202,308,728  $20,231  $41,059,293  $(41,336,529) $(257,005)

The accompanying notes are an integral part of these financial statements.statements


NOVINT TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)

 
F-3

 Novint Technologies, Inc.
 STATEMENTS OF CASH FLOWS
       
       
  For the Three Months Ended 
  March 31, 2009  March 31, 2008 
  (Unaudited)  (Unaudited) 
 Cash flows from operating activities:      
 Net loss $(1,585,551) $(1,867,209)
 Adjustments to reconcile net loss to net cash provided by (used in)        
 operating activities        
Depreciation and amortization  153,761   99,147 
Amortization of debt discount related to warrants issued with debt  380,125   - 
Amortization of capitalized finance cost  40,397   - 
Amortization of discount related to original issue discount notes  3,222   - 
Loss on disposal of assets  10,480   - 
Loss on assets given to terminated employees  15,759   - 
Loss on assets provided as part of lease termination  43,894   - 
Common stock issued for services  -   7,200 
Options issued to employees and consultant for services  79,665   256,710 
Changes in operating assets and liabilities:        
 Accounts receivable  (21,737)  47,550 
 Prepaid expenses  108,201   (414,778)
 Inventory  8,798   (483,786)
 Deposit on purchase of inventory  -   (135,463)
 Prepaid expenses, net of current  (58,639)  (502,679)
 Deposits  12,183   26,839 
 Accounts payable and accrued liabilities  495,741   42,190 
 Accrued expenses related party  52,351   248 
 Deferred revenues  (601)  (3,273)
 Net cash (used in) operating activities  (261,951)  (2,927,304)
         
 Cash flows from (to) investing activities:        
 Intangible expenditures  (7,888)  (22,539)
 Capital outlay for software development costs and other intangible assets  (12,975)  (27,424)
 Property and equipment purchases  -   (77,683)
 Net cash (used in) investing activities  (20,863)  (127,646)
         
 Cash flows from (to) financing activities:        
 Cash paid for offering costs  (13,869)  (60,000)
 Proceeds from notes payable  100,000   - 
 Proceeds from original issue discount notes  220,000     
 Proceeds from convertible notes payable  -   2,025,000 
 Net cash provided by financing activities  306,131   1,965,000 
         
 Net increase (decrease) in cash and cash equivalents  23,317   (1,089,950)
 Cash and cash equivalents at beginning of period  55,315   2,704,367 
         
 Cash and cash equivalents at end of period $78,632  $1,614,417 
         
 Supplemental information:        
 Interest paid $-  $- 
 Income taxes paid $-  $- 
 Non-cash investing and financing activities:        
Debt discount and deferred financing cost related to convertible notes     
 payable recorded against paid-in capital $-  $2,025,000 
    Payment of offering costs with 60,000 warrants $-  $41,728 
    Warrants for 430,000 shares of common stock granted related to issuance of notes payable $65,664  $- 

  Three Months Ended March 31, 
  2020  2019 
Cash flows from operating activities:        
Net loss $(50,394) $(40,469)
Changes in operating assets and liabilities:        
Prepaid expenses and other current assets  (2,955)  330 
Accounts payable and accrued expenses  19,709   13,150 
Net cash used in operating activities  (33,640)  (26,989)
         
Net decrease in cash  (33,640)  (26,989)
         
Cash and cash equivalents, beginning of year  431,715   508,547 
         
Cash and cash equivalents, end of period $398,075  $481,558 
         
Supplemental cash flow information:        
Cash paid for interest $106  $163 
Cash paid for taxes $  $ 

The accompanying notes are an integral part of these financial statements.

F-4

statements


NOTES

NOVINT TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2009 AND 2008

2020

(Unaudited)

NOTE 1 —BASIS– DESCRIPTION OF PRESENTATION AND NATURE OF BUSINESS


Basis of Presentation

The unaudited financial statements have been prepared by

Novint Technologies, Inc. (the “Company” or “Novint”), in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements and the notes thereto included on Form 10-K for the period ended December 31, 2008. 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, 2009 are not necessarily indicative of the results to be expected for the full year ending December 31, 2009.


Reclassifications

Certain prior year amounts were reclassified to conform to the March 31, 2009 presentation.

Nature of Business

The Company 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.

Nature of Business

The Company currently is engaged in the development and sale of 3D haptics products and equipment. Haptics refers to one’s sense of touch.  The Company’s focus is in the consumer interactive computer gaming market, but the companyCompany also does project work in other areas. The Company’s operations are based in New Mexico with sales of its haptics products primarily to consumers through the Company’s website at www.novint.com and retail outlets.


Going Concern and Management’s Plans


These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred recurring losses and at March 31, 2009,2020, had an accumulated deficit of $31,977,465.$41,336,529. For the three monthsperiod ended March 31, 2009,2020, the Company sustained a net loss of $1,585,551.$50,394. These factors, among others, indicate that the Company may be unable to continue as a going concern for a reasonable period of time.the next twelve months from the date the financial statements were issued. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company'sCompany’s continuation as a going concern is contingent upon its ability to obtain additional financing, and to generate revenue and cash flow to meet its obligations on a timely basis.


Management intends to source new inventory and generate revenue. The Company believes there are several factors in continuing as a going concern. The Company has dramatically reduced operating expenses and staff in the first quarter of 2009 and will continue do so in areas deemed non-essential during 2009, while maintaining the resources to continue to sell its hardwareseek and software products. Additionally, in the immediate timeframe, the Company has put more emphasis on haptics development projects. These projects have historically generated revenues and expanded the intellectual property portfolio. Next, the Company is anticipating on releasing new top tier games in the first half of 2009, which should generate additional product sales.  Lastly, the Company will seek to raise additional funding through debt or equity financing during the next twelve months.
F-5


Novint Technologies, Inc.

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
(Unaudited)

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Use of Estimates


In preparing and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management makesto make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosuresdisclosure of contingent assets and liabilities at the date of the financial statements as well asand the reported amounts of revenues and expenses during the reporting period.  The most significant estimates and assumptions made in the preparation of the financial statements relate to accrued royalties and contingent consideration.  Actual results could differ from those estimates. Significant estimates

Basis of Presentation

The accompanying unaudited condensed financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these unaudited condensed financial statements do not include the fair value ofall information or notes required by generally accepted accounting principles for annual financial statements and should be read in conjunction with the Company’s common stockannual financial statements included within the Company’s Special Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on May 5, 2020.

In the opinion of management, the unaudited condensed financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position and the fair valueresults of optionsits operations and warrants to purchase common stock, allowances for doubtful accounts, inventory valuation, return and warranty reserves, accounting for income taxes, and uncertainty in income taxes and depreciation and amortization.


Software Development Costs

The Company accounts for its software development costs in accordance with Statement of Financial Accounting Standards (SFAS) Number 86, Accountingcash flows for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed. This statement requires that, once technological feasibilityinterim periods presented. Such adjustments are 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 lifenormal recurring nature. The results of the product, which is generally 5 years. The Company has capitalized software development costs in connection with its haptics technology beginning in 2000. Amortization is computed on the straight-line basis over the estimated life (5 years) of the haptics technology. As of March 31, 2009, the Company’s capitalized software development costs totaled $555,886 (net of $392,564 of accumulated amortization)  The estimated annual amortization expense related to the capitalized software development cost is approximately $155,000 per year.  Amortization expense related to software development costsoperations for the three months ended March 31, 20092020 may not be indicative of results for the full year.

Cash and 2008 totaled $42,771 and $37,758, respectively.


Cash Equivalents

The Company follows Statementconsiders all highly liquid investments purchased with maturities 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, 2009, capitalizable costs incurred have not been significant for any development projects. Accordingly, the Company has charged all related costs to research and development expense in the periods incurred.


Property and Equipment

Property and equipment is stated at cost. Depreciation on property and equipment is calculated on a straight-line depreciation method over the estimated useful lives of the assets, which range from 3 to 5 years for software and computer equipment and 5 years for office equipment. Repairs and maintenance costs are expensed as incurred. Depreciation expense was $18,544 and $24,170 for the three months ended March 31, 2009 and 2008, respectively.

Intangible Assets

Intangible assets consist of licensing agreements of $1,245,543 and patents of $48,595 andor less to be cash equivalents. The Company maintains cash balances at financial institutions that are carried at cost less accumulated amortization of $698,328 at March 31, 2009.  Amortization is computed usinginsured by the straight-line method over the economic life of the assets, which range between 3 and 20 years. For the three months ended March 31, 2009 and 2008, the Company recognized amortization expense of approximately $92,446 and $37,219, respectively, relatedFederal Deposit Insurance Corporation (“FDIC”) up to intangible assets.
F-6

Novint Technologies, Inc.

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
(Unaudited)

Annual amortization of intangible assets remaining at March 31, 2009 is as follows:
For the twelve months ending March 31,   
     2010 $370,977 
     2011  178,950 
     2012  8,958 
     2013  2,325 
     2014 and thereafter  34,600 
     Total $595,810 

In August 2008, the Company entered into a licensing agreement for several games with a guaranteed minimum royalty of $100,000.  In March 2009, the Company signed an amendment to reduce the minimum royalty to $15,000 for a total of two games.federally insured limits. At times balances may exceed FDIC insured limits. The Company has accrued for the $15,000 as of December 31, 2008.  This amount was paidnot experienced any losses in March 2009.

The Company follows the provisions of SFAS 142, Goodwill and Other Intangible Assets. SFAS 142 requires intangible assets to be tested for impairment in accordance with SFAS 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, which has been superseded by SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The Company performs a periodic review of its identified intangible assets to determine if facts and circumstances exist which indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, the Company assesses the recoverability of identified intangible assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over the remaining lives against the respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. After an impairment loss is recognized, the adjusted carrying amount shall be its new accounting basis. No impairment loss was recorded during the three months ended March 31, 2009 or 2008.

accounts.

Revenue and Cost Recognition


In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), and has since issued amendments thereto (collectively referred to as “ASC 606”). The Company recognizes revenue from the salecore principle 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 requiresASC 606 is 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 allocatingan entity should recognize revenue to elementsdepict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and the guidance defines a multiple element arrangement.
F-7


Novint Technologies, Inc.

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
(Unaudited)

five-step process to achieve this core principle. The Company’s revenue recognition policyfive-step process to achieve this principle is as follows:

Project (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract(s), (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract(s), and (v) recognize revenue consistswhen, or as, the entity satisfies a performance obligation. ASC 606 also mandates additional disclosure about the nature, amount, timing and uncertainty of programming services provided to unrelated parties under fixed-price contracts. Revenuesrevenues and cash flows arising from fixed price programmingcustomer contracts, areincluding significant judgments and changes in judgments and assets 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 offrom costs incurred to date compared with the total estimated costs for eachobtain or fulfill a contract. The Company accounts for these measurements in the accompanying balance sheets under costs and estimated earnings in excess of billings on contracts, and billings in excess of costs and estimated earnings on contracts. Provisions for estimated losses on uncompleted contracts are made and recorded in the period in which the loss is identified.  As of March 31, 2009 and December 31, 2008, the Company did not have any costs and estimated earnings in excess of billings on contracts or any billings in excess of costs and estimated earnings on contracts.


For project revenue that is not under fixed price programming contracts, the Company recognizes revenues as the services are completed.

Revenue from product sales relates to the sale of the Falcon haptics interface,3D Touch Haptic Controller (the “Falcon”), which is a human-computer user interface (the “Falcon”) and related accessories. The Falcon allows the user to experience the sense of touch when using a computer, while holding its interchangeable handle. The Falcons are manufactured by an unrelated party. Revenue from the product sales isare recognized when the products are shipped to the customer and the Company has earned the right to receive and retain reasonable assured payments for the products sold and delivered. Consequently, if all these revenue from product salesrecognition requirements are not met, such sales will be recorded as deferred revenue until such time as all revenue recognition requirements are met.


As

Accounts Receivable

Accounts receivable are stated at the amounts management expects to collect. An allowance for doubtful accounts is recorded based on a combination of historical experience, aging analysis and information on specific accounts. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Management has determined that $0 allowance is required at March 31, 20092020 and December 31, 2008,2019.

Income Taxes

The Company accounts for its income taxes under the Company recorded $29,061provisions of ASC Topic 740, “Income Taxes”. The method of accounting for income taxes under ASC 740 is an asset and 29,662, respectively,liability method which requires recognition of deferred revenue, which represents fees receivedtax assets and liabilities for product and project revenuesthe expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not met all revenue recognition requirements.


that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

Fair Value of Financial Instruments

The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments. The FASB ASC establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy are described below:

Level 1

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3

Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. 

The carrying amounts of the Company’s financial assets and liabilities, including cash, inventory, prepaid expenses, accounts payable, accrued expenses, payroll and related liabilities, and advances approximate their fair values because of the short maturity of these instruments.

Recently Issued Accounting Pronouncements

The Company has reviewed the recent accounting pronouncements issued by the FASB, including its 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 costAmerican Institute of sales. The Company’s costs associated with shipping product items to the Company’s customers are included in the Company’s cost of goods sold, which for the three months ended March 31, 2009 and 2008 approximated $6,509 and $8,140, respectively.


Arrangements made with certain customers, including slotting fees and co-operative advertising, are accounted for in accordance with EITF No. 01-9, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor's Products). These incentives are recognized as a reduction in revenue or as a selling, general, and administrative expense, respectively, when payment is made to a customer (or at the time the Company has incurred the obligation, if earlier) unless the Company receives a benefit over a period of timeCertified Public Accountants, and the Company meets certain other criteria, such as retailer performance, recoverability,SEC and enforceability, in which case the incentive is recorded as an asset and is amortized as a reduction of revenue over the term of the arrangement.

EITF 01-14, Income Statement Characterization of Reimbursements Received for “Out-of-Pocket” Expenses Incurred, requires reimbursements received for out-of-pocket expenses incurred while providing services to be characterized in the statements of operations as revenue. The Company’s out-of-pocket expenses incurred in connection with their project revenuesthey did not or are recognized in revenues based on a computed overhead rate that is included in their project labor costs to derive a project price.
F-8


Novint Technologies, Inc.

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
(Unaudited)
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 productnot believed by the customer. In accordance with the Company’s agreement with its customer, further obligation is limited to the terms defined in its warranty.

The Company’s customers are provided a one (1) year limited warranty on the Falcon. This warranty guarantees that the products shall be free from defects in material and workmanship. Additionally, the Company offers its customers of the Falcon a 30-day money back guarantee. The Company continually evaluates its reserve accounts for both the limited warranty and 30-day money back guarantee based on its historical activities. As of March 31, 2009 and December 31, 2008, the Company accrued $15,000 and $17,000, respectively, as warranty reserve.

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, 2009 and December 31, 2008, the Company had a total of 10,047,109 and 10,783,473, respectively, in potentially dilutive securities.

The Company adopted SFAS No. 123 (Revised 2004), Share Based Payment (“SFAS No. 123R”), under the modified-prospective transition method on January 1, 2006. SFAS No. 123R requires companies to measure and recognize the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value. Share-based compensation recognized under the modified-prospective transition method of SFAS No. 123R includes share-based compensation based on the grant-date fair value determined in accordance with the original provisions of SFAS No. 123, Accounting for Stock-Based Compensation, for all share-based payments granted prior to and not yet vested as of January 1, 2006 and share-based compensation based on the grant-date fair-value determined in accordance with SFAS No. 123R for all share-based payments granted after January 1, 2006.

The Company recognized $120,466 and $122,139 in employee share-based compensation expense for the three months ended March 31, 2009 and 2008, 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 March 31, 2009, the following assumptions were used: closing price of the common stock at the date of grant, risk-free rates ranged from 4.00% to 5.25%, volatility of the options ranged from 73% to 157%, estimated lives of 3 to 10 years, and exercise prices ranged from $0.66 to $1.06 per share.  In calculating the fair value of options for stock-based compensation for the three months ended March 31, 2008, the following assumptions were used: closing price of the common stock at the date of grant, risk-free rates ranged from 5.00% to 5.25%, volatility of the options ranged from 73% to 157%, estimated lives of 3 to 10 years, and exercise prices ranged from $0.66 to $1.20 per share.
Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based on the fair value of the services provided or the estimated fair market value of the option or warrant, whichever is more reliably measurable in accordance with SFAS 123 and Emerging Issues Task Force No. 96-18, Accounting for Equity Investments That are Issued to Other Than Employees for Acquiring or in Conjunction with Selling Goods or Services, including related amendments and interpretations. The related expense is recognized over the period the services are provided. For the three months ended March 31, 2009 and 2008, stock options and warrants issued to consultants and other non-employees as compensation for services that vested during those periods totaled $(40,801) and $134,571, respectively.
F-9

Novint Technologies, Inc.

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
(Unaudited)

Research and Development

Research and development costs are expensed as incurred and amounted to $72,838 and $313,526 for the three months ended March 31, 2009 and 2008, respectively.

Recently Issued Accounting Pronouncements

The Company has adopted all recently issued accounting pronouncements.  The adoption of the accounting pronouncements, including those not yet effective, is not anticipatedmanagement to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures.


NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses are as follows:

 

 

March 31, 

 

 

December 31,

 

 

 

2020

 

 

2019

 

Trade payables

 

$

106,338

 

 

$

99,486

 

Accrued expenses

 

 

8,113

 

 

 

7,756

 

Accrued royalties

 

 

545,632

 

 

 

533,132

 

Total accounts payable and accrued expenses

 

$

660,083

 

 

$

640,374

 

NOTE 4 – 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 financial position or results of operations and financial condition of the Company.


NOTE 3 – PREPAID ASSETS

As

The Company has licensing agreements with various parties providing gaming software. These licensing agreements have royalty fees ranging from 5% to 50% of either gross or net revenue, and a flat per user end fee of $0.50. Under one or more of these agreements, there was an annual aggregate minimum payment due of $50,000 which has been recorded as accrued royalties but remains unpaid. Accrued royalty fees as of March 31, 2009, prepaid expenses totaling $1,645,580 principally consist2020 and December 31, 2019, was $545,632 and $533,132, respectively. If contested, the Company may be found to be in breach of prepayments towards marketing costs, insurance premiums, rents,obligations to pay these amounts (although the Company believes this obligation is no longer ongoing), thus the remaining obligation under this agreement will remain as a liability.

NOTE 5 – INCOME TAXES

The Company files corporate income tax returns in the United States (Federal), in New Mexico and royaltiesin New York. The Company is subject to federal, state and local income tax examinations by tax authorities for the tax years 2015 through 2018.

As of December 31, 2019, the Company had federal and state net operating loss carry forwards of $33.8 million and $0.5 million, respectively. Federal net operating losses generated prior to January 1, 2018, amounting to  $33.7 million, and may be offset against future taxable income, subject to limitation under IRC Section 382, which $1,079,173 is consideredbegin to expire in 2022 if not utilized prior to that date, and fully expire during various years through 2037 for federal purposes.  Net operating losses generated after January 1, 2018, amounting to $0.3 million, are limited to 80% utilization of current year income and no longer have an expiration. State net operating loss carryforwards will begin to expire in 2034 through 2039. 

Other than minimum taxes, the long-term portion. Prepayments on royalties comprisecompany does not incur a significant portion ofprovision for income taxes because the prepaid expenses at March 31, 2009 totaling $1,583,566 of which $1,079,173 is considered long-term portionCompany has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets due to the lengthuncertainty surrounding the realizability of the related licensebenefit, based on a more likely than not criteria and royalty agreementsin consideration of available positive and negative evidence.

On December 22, 2017, the Tax Cuts and Jobs Act (“The Act”), was signed into law by President Trump. The Act includes a number of provisions, including the lowering of the U.S. corporate tax rate from 34 percent to 21 percent, effective January 1, 2018 and the expected realization.


NOTE 4 — INTANGIBLE ASSETS

Intangible assets consistedestablishment of a territorial-style system for taxing foreign-source income of domestic multinational corporations. In December 2017, the SEC issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the following at March 31, 2009:

    
Licensing agreements $1,245,543 
Patent  48,595 
Less accumulated amortization  (698,328)
  $595,810 

NOTE 5 – NOTES PAYABLE

In December 2008, the Company issued two promissory notes totaling $300,000 secured by allAct (“SAB118”), which allows us to record provisional amounts during a measurement period not to extend beyond one year of the Company’s intellectual property at an annual interest rate of eight percent (8%), with principalenactment. The Company remeasured its deferred tax assets and interest due at maturity and a maturity dateliabilities as of December 4, 2009.  If31, 2017, applying the notes are not paid back byreduced corporate income tax rate and recorded a provisional decrease to the maturity date, then the Company will have the right but not the obligation to refinance the notes with new notes equaling the interest and principal from the first note,deferred tax assets of $4,504,000, with a new maturity datecorresponding adjustment to the valuation allowance. In the fourth quarter of 2018, we completed our analysis to determine the effect of the Tax Act and there were no material adjustments as of December 4, 2010 and an annual interest rate of eight percent (8%). The new notes are convertible into common stock at a rate of $0.50/share.  Additionally, the Company issued each note holder a detachable warrant for 150,000 shares of the Company’s common stock for a total of 300,000 shares.  The Company has accounted for the warrants to purchase 300,000 shares under Accounting Principles Board Opinion No. 14, “Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants,” as additional consideration to the promissory notes payable with an estimated fair value of $100,962 valued using the Black-Scholes option pricing model under the following assumptions: stock price volatility of 119%; risk free interest rate of 2.24%; dividend yield of 0%; and 5 year term.  The face amount of the promissory notes of $300,000 was proportionately allocated to debt and the estimated fair value of the warrants in the amounts of $224,460 and $75,540, respectively.  The allocable estimated fair value of the warrants totaling $75,540 has been accounted for as a debt discount that is being amortized and treated as interest expense over the term of the promissory notes.  For the three months ended March 31, 2009, the Company’s debt discount amortization expense totaled $18,626.  The remaining unamortized debt discount at March 31, 2009 totaled $51,326.
2018.


F-10


Novint Technologies, Inc.

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
(Unaudited)

In January 2009, the Company issued a promissory note totaling $100,000 secured by all of the Company’s intellectual property, annual interest rate of eight percent (8%), principal and interest due at maturity, and maturity date of December 4, 2009.  If the note is not paid back by the maturity date, then Novint will have the right but not the obligation to refinance the note with a new note equaling the interest and principal from the first note, with a new maturity date of December 4, 2010 and an annual interest rate of eight percent (8%). The new note would be convertible into common stock at a rate of $0.50/share.  Additionally, the Company issued the note holder a detachable warrant for 100,000 shares of the Company’s common stock.  The Company has accounted for the warrant to purchase 100,000 shares under Accounting Principles Board Opinion No. 14, “Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants,” as additional consideration to the promissory note payable with an estimated fair value of $37,479 valued using the Black-Scholes option pricing model under the following assumptions: stock price volatility of 117%; risk free interest rate of 2.24%; dividend yield of 0%; and 5 year term.  The face amount of the promissory notes of $100,000 was proportionately allocated to debt and the estimated fair value of the warrants in the amounts of $72,738 and $27,262, respectively.  The allocable estimated fair value of the warrants totaling $27,262 has been accounted for as a debt discount that is being amortized and treated as interest expense over the term of the promissory notes.  For the three months ended March 31, 2009, the Company’s debt discount amortization expense totaled $6,395.  The remaining unamortized debt discount at March 31, 2009 totaled $20,867.

During February and March 2009, the Company received $220,000 for three promissory notes totaling $275,000 with 150% warrant coverage.  The notes are secured by all of the Company’s assets and intellectual property, with no stated interest rate and principal due in February 2010.  These notes are considered original issue discount notes whereby the discount (difference between the face value of the notes of $275,000 and amounts actually received of $220,000) will be amortized over the lives of the notes. For the three months ended March 31, 2009, the Company amortized interest expense totaled $3,222.  The remaining unamortized original issue discount at March 31, 2009 totaled 51,778.  If the notes are prepaid, the exercise price of the warrants will adjust to the fair market value of the Company’s stock at the time of prepayment, subject to a floor of $0.02 and a ceiling of $1.00. If an investor sells any shares of our common stock during 120 days prior to the maturity date of the note, the strike price will automatically reset to $2.00. If the notes are not paid back by the maturity date, then the Company will have the right but not the obligation to refinance the notes with new notes equaling the principal and accrued interest from the first note, with a new maturity date one year later and an annual interest rate of five percent (5%). The new note would be convertible into common stock at a rate of $0.0625/share on the principal balance only. The conversion rate is subject to change based upon the provision in the note.  The Company has accounted for the 150% warrants coverage to purchase 330,000 shares under Accounting Principles Board Opinion No. 14, “Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants,” as additional consideration to the promissory notes payable with an estimated fair value of $44,677 valued using the Black-Scholes option pricing model under the following assumptions: stock price volatility ranging from 122% to 142%; risk free interest rate of 2.24%; dividend yield of 0%; and 5 year term.  The face amount of the promissory notes of $275,000 was proportionately allocated to debt and the estimated fair value of the warrants in the amounts of $236,597 and $38,403, respectively.  The allocable estimated fair value of the warrants totaling $38,403 has been accounted for as a debt discount that is being amortized and treated as interest expense over the term of the promissory notes.  For the three months ended March 31, 2009, the Company’s debt discount amortization expense totaled $2,622.  The remaining unamortized debt discount at March 31, 2009 totaled $35,781.
F-11

Novint Technologies, Inc.

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
(Unaudited)

NOTE 6 – CONVERTIBLE NOTES PAYABLE
In March 2008, the Company closed a $2,025,000 private placement of debt securities under Regulation D promulgated under the Securities Act of 1933, as amended, pursuant to the terms of a subscription agreement among the Company and the subscribers’ signatory thereto (the "Subscription Agreement"). From April 2008 through June 2008, the Company closed an additional $3,210,097 for an aggregate Subscription Agreement amount of $5,235,097.  Each Subscriber acquired an unsecured convertible note in the principal amount invested and a warrant to purchase shares of the Company’s common stock with an exercise price of $1.00 per share.  In each case, the number of shares of common stock underlying the warrant equals the principal amount of the unsecured convertible note. Each warrant is exercisable for a term of five (5) years.  The unsecured convertible notes have a three (3) year maturity, require payment of principal and interest in full on the maturity date, and accrue interest at a rate of seven percent (7%) beginning on the first anniversary of their respective dates of issuance. At the option of the holder, principal outstanding under a note may be converted into common stock at the conversion rate then in effect, initially $1.00 per share. Upon conversion, the holder will receive common stock at the conversion price of $1.00 per share and additional warrants to purchase shares of common stock at an exercise price of $1.50 per share.  The number of shares of common stock underlying the additional warrants shall equal one-half (1/2) the principal and interest amounts converted.  The additional warrants shall be exercisable for a term of five (5) years.  Certain existing shareholders of the Company are entitled to purchase notes and warrants under the terms of the Subscription Agreement, and the Company was required to create a second offering of these notes and warrants. The Company recorded $459,073 as deferred financing costs associated with the closing that occurred on June 9, 2008. This amount represents $197,049 for legal expenses associated with the private placement, of which $117,855 remains accrued for at March 31, 2009 and December 31, 2008, $149,403 paid to an investment banking company, and $112,621 for the value of warrants to purchase 143,403 shares of the Company’s common stock at $1.00 per share for 5 years owed to the same investment banking company. These amounts are being amortized to interest expense over the term of the notes.
The Company has determined the convertible debenture contains a beneficial conversion feature and qualifies for treatment under Emerging Issues Task Force No. 00-27 and 00-19. The estimated fair value of the detachable warrants of $4,462,663 has been determined using Black-Scholes option pricing model using the following assumptions: stock price volatility of 124% to 125%, risk free interest rate of 3.77%; dividend yield of 0%; and a 3 year term. The face amount of the convertible debenture of $5,235,097 was proportionately allocated to the debenture and the warrants in the amount of $2,849,425 and $2,385,672, respectively. The convertible debentures’ proportionate allocated value of $2,849,425 was then further allocated between the debenture and the beneficial conversion feature, and the entire remaining value of $2,849,425 was allocated to the beneficial conversion feature. The beneficial conversion feature of $2,849,425 was allocated to the stock due upon conversion of $2,058,623 and the warrants due upon conversion of $790,802.  In accordance with EITF 00-27, the beneficial conversion feature attributed to the warrants due upon conversion of $790,802 is recorded as a debt discount and will not be amortized until the notes are converted at which time the entire discount will be expensed.  The combined total value of the initial warrant and beneficial conversion feature attributed to the stock of $4,444,295 has been accounted for as a debt discount that is being amortized and treated as interest expense over the term of the convertible debenture under the effective interest method.  For the three months ended March 31, 2009 and 2008, the Company’s debt discount amortization expense totaled $352,482 and $0, respectively.  The remaining unamortized debt discount at March 31, 2009 totaled $3,780,006.

As the notes are non-interest bearing for the first year, the Company has imputed interest for the first year.  The Company recorded interest expense of $60,239 related to these convertible notes for the three months ended March 31, 2009.  As of March 31, 2009 and December 31, 2008, the Company accrued interest of $235,143 and $174,904, respectively.
F-12

Novint Technologies, Inc.

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
(Unaudited)

NOTE 76 – STOCKHOLDERS’ EQUITY


In February 2009, the

Preferred Stock

The Company is currently authorized to issue up to 12,500,000 shares of $0.0001 par value preferred stock. No shares of preferred stock are currently outstanding. The Board of Directors granted employeesmay designate the authorized but unissued shares of the Preferred Stock with such rights and privileges as the board of directors 6,850,000 optionsmay determine. As such, the board of directors may issue preferred shares and designate the conversion, voting and other rights and preferences without notice to purchasethe shareholders and without shareholder approval.

Common Stock

The Company is currently authorized to issue up to 500,000,000 shares of $0.0001 par value common stock. All issued shares of common stock at an exercise priceare entitled to vote on a 1 share/1 vote basis.

The Company had 202,308,728 shares of $.10 per share as compensation for prior services.  The options vest upon grant,common stock issued and the expense for these options, totaling $582,102, was recorded in the year ended December 31, 2008.  As the options have not been issued, the value remains in accrued payroll liabilities on the accompanying balance sheetoutstanding as of March 31, 2009.  2020 and December 31, 2019.

NOTE 7 – SUBSEQUENT EVENTS

The Board of Directors also granted consultants 700,000 options to purchase shares of common stockCompany has evaluated subsequent events through the date these financial statements were issued.

We may be at an exercise price of $.10 per sharerisk as compensation for future services.  These options vest equally every six months for two years following the grant.


Also in February 2009, the Board of Directors granted 100,000 options to purchase shares of common stock at an exercise price of $1.00 per share to a consultant for past services, of which $4,389result of the total valuecurrent COVID-19 pandemic. Risks that could affect our business include the duration and scope of $6,089the COVID-19 pandemic and the impact on the demand for our products; actions by governments, businesses and individuals taken in response to the pandemic; the length of time of the COVID-19 pandemic and the possibility of its reoccurrence; the timing required to develop effective treatments and a vaccine in the event of future outbreaks; the eventual impact of the pandemic and actions taken in response to the pandemic on global and regional economies; and the pace of recovery when the COVID-19 pandemic subsides.

9

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the audited Financial Statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K as of and for the fiscal year ended December31, 2019.  Unless otherwise noted, all the financial information in this Report is financial information for the Company.

General

The Company currently is engaged in the development and sale of 3D haptics products and equipment. Haptics refers to one’s sense of touch.  The Company’s focus is in the consumer interactive computer gaming market, but the Company also does project work in other areas. The Company’s operations are based in New Mexico with sales of its haptics products primarily to consumers through retail outlets.

Results of Operations for the Three Months Ended March 31, 2020 and 2019

Revenues

 

 

Three months ended March 31,

 

 

 

2020

 

 

2019

 

 

Change

 

Revenue

 

$

1,000

 

 

$

 

 

$

1,000

 

The Company recorded $1,000 of revenue for the three-month period ended March 31, 2020 and no revenue during the three-month period ended March 31, 2019. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future. The Company’s net losses may fluctuate significantly from quarter to quarter and year to year.

Operating Expenses

 

 

Three months ended March 31,

 

 

 

2020

 

 

2019

 

 

Change

 

Revenue

 

$

51,288

 

 

$

40,387

 

 

$

10,901

 

Operating expenses increased by $10,901 or 27% due to an increase in professional fees of $11,307 and a decrease in general and administrative expenses of $406. The increase in professional fees is primarily due to additional costs of being a current reporting company.

Other Expense

 

 

Three months ended March 31,

 

 

 

2020

 

 

2019

 

 

Change

 

Revenue

 

$

106

 

 

$

82

 

 

$

24

 

Other expense was for services performed during 2008.  The remaining $1,700 was recorded as expense$106 during the three months ended March 31, 2009.  The Board of Directors also approved the issuance of  250,000 restricted shares of common stock to a consultant for consulting services.  As the shares have not been issued, the value $37,500 has been accrued for and is included in accrued expenses on the accompanying balance sheet as of March 31, 2009.


NOTE 8 — 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.

In February 2009, the Company received a notice of breach of one of their licensing agreements.  The Company does not plan to cure this breach.  The remaining obligation under this agreement of $200,000 related to the breach will remain as a liability, and all of the prepaid royalties were expensed in 2008.

On March 1, 2009, the Company signed a lease termination agreement for the headquarter office.  The Company paid $30,000, forfeited the security deposit of approximately $11,000, transferred title to assets (office furniture, leasehold improvements and a vehicle)2020 compared with a net book value of $43,894, and will issue 400,000 shares of common stock with a fair value of $60,000 in exchange for termination of the original lease obligation and use of one small office and 1500 square feet of storage rent free for at least six months. The shares issued have a provision limiting sales to a percentage of volume.  As the shares have not been issued, the value of $60,000 is included as accrued expenses on the accompanying balance sheet as of March 31, 2009.

In February 2009, the Company terminated many of its employees in order to reduce expenses.  They have retained the personnel necessary to continue key operations to maintain sales.   The Company does not anticipate or expect any additional expenses related to the termination other than amounts earned up through the date of termination.  Included in accrued payroll related liabilities on the accompanying balance sheet as of March 31, 2009 is $77,680 related to potential severance liabilities owed to these terminated employees.  As part of the terminations, the Company allowed the terminated employees to keep their computer equipment with a net book value of $15,759 and accelerated the vesting of certain options.
F-13

Novint Technologies, Inc.

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
(Unaudited)

NOTE 9 — 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, 2009, the Company calculated the value of the options using the Black-Scholes model based on the following assumptions: a risk-free rate of 2.24%, volatility of 120%, estimated life of 10 years, and a fair market value of $0.20 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 $(1,651) and $4,890 was recorded as consultant expense$82 during the three months ended March 31, 2009 and 2008, respectively.

In March 2004, Normandie New Mexico Corporation, which is owned by the former Chief Executive Officer (CEO) of Manhattan Scientific (a significant shareholder) who is also a member of the Company’s Board of Directors, entered into an agreement with the Company to provide consulting services in relation to business development and marketing support. Fees per the agreement are $6,250 per month. For2019.  Other expense for the three months ended March 31, 20092020 consisted of interest expense of related to finance charges on credit cards.

Liquidity and 2008,Capital Resources

The following table summarizes select balance sheet and working capital amounts as at March 31, 2020 and December 31, 2019:

 

 

As of

 

 

As of

 

 

 

 

 

 

March 31,

 

 

December 31,

 

 

 

 

 

 

2020

 

 

2019

 

 

Change

 

Cash

 

$

398,075

 

 

$

431,715

 

 

$

(33,640

)

Working capital deficit

 

$

(257,005

)

 

$

(206,611

)

 

$

(50,394

)


At March 31, 2020, the Company paid $0had working capital deficit of approximately $257,005. Accumulated deficit amounted to $41,336,529 and $25,000, respectively,$41,286,135 at March 31, 2020 and December 31, 2019, respectively. Net loss for these services.the three months ended March 31, 2020 and 2019 was $50,394 and $40,469, respectively. Net cash used in operating activities was $33,640 and $26,989 for the three months ended March 31, 2020 and 2019, respectively. Operations since inception have been funded primarily with the proceeds from equity and debt offerings. As of March 31, 2009,2020, the Company owed $43,750had cash of $398,075.

The Company’s management has evaluated whether there is substantial doubt about the Company’s ability to Normandie New Mexico under the agreement.


On June 10, 2004, the Company granted 250,000 options to purchase common stock to onecontinue as a going concern and has determined that substantial doubt existed as of the memberdate of the Company’s Board of Directors for future consulting services at an exercise price of $0.66 per share. The options have a 5-year annual vesting provision. At June 30, 2004, the Company calculated the initial value of these options using the Black-Scholes modelthis filing. This determination was based on the following assumptions: a risk-free ratefactors: (i) the Company’s available cash as of 4.81%, volatilitythe date of 100%, estimated lifethis filing will not be sufficient to fund its anticipated level of 10 years,operations for the next 12 months; (ii) the Company has incurred recurring losses and a fair market value of $1.00 per share. Atat March 31, 2009,2020, had an accumulated deficit of $41,336,529; (iii) the Company calculatedsustained an operating loss of $50,394 for the valueperiod ended March 31, 2020,.; and (iv) if the Company fails to obtain the needed capital, it will be forced to delay, scale back, or eliminate some or all of its programs or perhaps cease operations. In the opinion of management, these factors, among others, raise substantial doubt about the ability of the options usingCompany to continue as a going concern.

There is no assurance that the Black-Scholes model based onCompany will be successful in any capital-raising efforts that it may undertake to fund operations during 2020. The Company anticipates that it will continue to issue equity and/or debt securities as a source of liquidity, until it begins to generate positive cash flow to support its operations. Any future sales of securities to finance operations will dilute existing stockholders’ ownership. The Company cannot guarantee when or if it will generate positive cash flow.

The audit report prepared by our independent registered public accounting firm relating to the Company’s consolidated financial statements for the year ended December 31, 2019 included an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.

Cash Flow Activities

The following assumptions: a risk-free ratetable summarizes the Company’s cash flows for the periods set forth below:

 

 

Three months ended March 31,

 

 

 

2020

 

 

2019

 

 

Change

 

Net cash used in operating activities

 

$

(33,640

)

 

$

(26,989

)

 

$

6,651

 

Net cash used in operating activities for the three months ended March 31, 2020 was $33,640 compared with net cash used in operating activities of 2.24%, volatility of 120%, estimated life of 10 years, and a fair market value of $0.20 per share.$26,989 for the three months ended March 31, 2019. The vesting schedule is prorated over the reporting period, and approximately $(8,910) and $14,000 was recorded as consulting expensenet cash used in operating activities during the three months ended March 31, 20092020, was primarily due to a net loss of $50,394 partial offset by increase of $19,709 in accounts payable and 2008, respectively.


Onaccrued expenses.

Net cash used in operating activities for the three months ended March 9, 2006, the Company granted 250,000 options to purchase common stock to an employee, who is the brother of the Company’s Chief Executive Officer, at an exercise price of $1.00 per share.31, 2019 was $26,989. The options have a ten year term, and a vesting schedule of 50,000 shares per year beginning March 9, 2007. At March 9, 2006, the Company calculated the initial value of the options using the Black-Scholes model based on the following assumptions: a risk-free rate of 4.86%, volatility of 36%, 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 approximately $7,135 and $7,135 was recorded as consulting expensenet cash used in operating activities during the three months ended March 31, 20092019, was primarily due to a net loss of $40,469 partial offset by increase of $13,150 in accounts payable and 2008, respectively.

In November 2006,accrued expenses.

Effects of Inflation

We do not believe that inflation has had a material impact on our business, sales, or operating results during the Company granted 1,500,000 optionsperiods presented.

Off-Balance Sheet Arrangements

We currently do not have any off-balance sheet arrangements or financing activities with special-purpose entities.

Critical Accounting Policies

Critical accounting policies are those policies which are both important to purchase common stock to onethe presentation of a company’s financial condition and results and require management’s most difficult, subjective or complex judgments, often as a result of the membersneed to make estimates about the effect of the Company’s Board of Directors for future consulting services at an exercise price of $0.90 per share. The optionsmatters that are inherently uncertain.  There have a 2-year annual vesting provision which 750,000 these options vested immediately. At December 31, 2006, the Company calculated the initial value of these options using the Black-Scholes model based on the following assumptions: a risk-free rate of 5.15%, volatility of 146%, estimated life of 10 years, and a fair market value of $1.05 per share. The vesting schedule is prorated over the reporting period, and approximately $0 (fully vested as of December 31, 2008) and $61,496 was recorded as consultant expensebeen no recent significant changes to our accounting policies during the three months ended March 31, 20092020.  For a further discussion of our critical accounting policies, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2019


Certain Factors That May Affect Future Results of Operations

The Securities and 2008, respectively.


F-14

Novint Technologies, Inc.

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
(Unaudited)

On July 23, 2007,Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q contains such “forward-looking statements” within the Company entered into a perpetual employment agreement with an individual relatedmeaning of the Private Securities Litigation Reform Act of 1995.All statements in this report, other than statements of historical fact, are forward-looking statements for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statements of the plans and objectives of management for future operations, any statements concerning proposed new products or services, any statements regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing. All forward-looking statements included in this report are made as of the date hereof and are based on information available to the Chief Executive Officer.  Under the agreement, he was entitledus as of such date. We assume no obligation to an annual base salary of $68,000 per year and cash bonus toupdate any forward-looking statement. In some cases, forward-looking statements can be determinedidentified by the Company, is subject to confidentiality provisions, and was entitled to a severance equal to this employee’s base salary for a two week period if this employee was terminated byuse of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “potential,” or “continue,” or the Company without cause.  Additionally,negative thereof or other comparable terminology. Although we believe that the employment agreement granted this employee an option for 25,000 shares of common stock with an exercise price of $0.95 per share which vests over a five-year period.  In October 2008, this employee was terminated, and 15,000 ofexpectations reflected in the options were cancelled.  As of March 31, 2009, there is an accrual of $2,672 for the severance pay that has not yet been issued.

One of the members of the Company’s Board of Directors provides legal services to Company.  Total legal expense incurred by the Company for such legal services by this director totaled $34,047 and $32,829 for the three months ended March 31, 2009 and 2008, respectively.  At the beginning of 2008, the Company granted this board member options to purchase 100,000 shares of common stock with an exercise price of $.89 per share for service performed and to be performed in relation to the Company’s patents.  As of March 31, 2009, 10,709 options had vested, and the Company recorded $5,344 in expense related to these vested options.

NOTE 10 — SUBSEQUENT EVENTS

In May 2009, the Company issued 8,578 shares of common stock to a director of the Company for compensation.  The Company recorded $4,260 in Accrued Expenses, Related Parties as of March 31, 2009 for these shares.

In May 2009, the Company issued 25,000 shares of common stock to a consultant as compensation.  The Company recorded $12,500 in Accrued Expenses as of March 31, 2009 for these shares.

In May 2009, the Company issued 400,000 shares of common stock as part of the lease settlement for the New Mexico office.  The Company recorded $60,000 in Accrued Expenses as of March 31, 2009 for these shares.

In May 2009, the Company issued 250,000 shares of common stock to a consultant as compensation.  The Company recorded $37,500 in Accrued Expenses as of March 31, 2009 for these shares.

In April 2009, the Company received $50,000 for a promissory note totaling $62,500 with 150% warrant coverage.  The exercise price on the warrants was $1.00/share with a 5 year term. The notesforward-looking statements contained herein are secured with the Company’s assets and intellectual property, no stated interest rate, with principal and interest due February 2010. This note is considered an original issue discount note whereby the discount will be amortized over the life of the note. If the note is prepaid, the exercise price of the warrants will adjust to the fair market value of the Company’s stockbased upon reasonable assumptions at the time of prepayment, subjectmade, there can be no assurance that any such expectations or any forward-looking statement will prove to a floor of $0.02be correct. Our actual results will vary, and a ceiling of $1.00. If an investor sells any shares of our common stock during 120 days prior to the maturity date of the note, the strike price will automatically reset to $2.00. If the note is not paid back by the maturity date, then the Company will have the right but not the obligation to refinance the note with a new note equaling the principal and accrued interestmay vary materially, from the first note, with a new maturity date one year later and an annual interest rate of five percent (5%). The new note would be convertible into common stock at a rate of $0.0625/share on the principal balance only. The conversion rate is subject to change based upon the provisionthose projected or assumed in the note.
In May 2009, the Company entered into an agreement whereby a portion of their inventory stored at a vendor location will be held as collateral until the outstanding balance of $32,613 is paid.  As of March 31, 2009, the amount outstanding was $31,076.
F-15

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Statements included in this management’s discussion and analysis offorward-looking statements. Future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not anticipate, including, without limitation, product recalls and product liability claims; infringement of our technology or assertion that our technology infringes the rights of other parties; termination of supplier relationships, or failure of suppliers to perform; inability to successfully manage growth; delays in future filings byobtaining regulatory approvals or the Companyfailure to maintain such approvals; concentration of our revenue among a few customers, products or procedures; development of new products and technology that could render our products obsolete; market acceptance of new products; introduction of products in a timely fashion; price and product competition, availability of labor and materials, cost increases, and fluctuations in and obsolescence of inventory; volatility of the market price of our common stock; foreign currency fluctuations; changes in key personnel; work stoppage or transportation risks; integration of business acquisitions; and other factors referred to in our reports filed with the SEC, including our Registration Statement on Form 10. All subsequent forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in the Company’s press releases andtheir entirety by these cautionary statements. Additional factors that may have a direct bearing on our operating results are discussed in oral statements made with the approvalItem 1A “Risk Factors” in our Registration Statement on Form 10. In light of an authorized executive officer that are not historical or current facts are “forward-looking statements” and are subject to certainthese assumptions, risks and uncertainties, that could cause actualthe results to differ materially from historical earnings and those presently anticipatedevents discussed in the forward-looking statements contained in this Quarterly Report or projected. Youin any document incorporated by reference might not occur. Stockholders are cautioned not to place undue reliance on any suchthe 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 Company’s actual results and could cause the Company’s 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 Company’s good standing status and requisite filings with the SEC. The foregoing list shouldthis Quarterly Report. We are not be construed as exhaustive, and the Company disclaimsunder any obligation, subsequentlyand we expressly disclaim any obligation, to reviseupdate or alter 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 report.




Novint focuses many of its efforts to exploit opportunities in the consumer console and PC interactive games market, and is also looking to expand its efforts in other areas of computer touch in funded projects. Using our haptics technology, games and applications will have the crucial missing “third sense”, touch, to human computer interaction. Users will be able to directly and intuitively feel the shape, texture, and physical properties of virtual objects using our computer touch software.  Our haptic technology and related hardware for consumers is the primary focus of our operations, but we will continue to develop our professional applications.  We will devote much of our resources to further developing the video game market and seeking new business relationships with video game developers and publishers and hardware manufacturers.  We began selling our haptic product, the Novint Falcon, in June 2007 through our website at www.novint.com.  We currently are selling one haptic hardware product, which is a haptic game controller device called the Novint Falcon marketed in a bundled package that includes several games. In late 2007, we launched an on-line game store where consumers can purchase and download a variety of game titles.  In 2008, we launched a pistol grip attachment for the Falcon.  Although our sales of the Novint Falcon and games since product launch have been limited, we anticipate sales of the Novint Falcon, the pistol grip, and games to increase resulting from the release of new software and games in 2009. One of the most significant drivers of revenue for Novint will be games and content. This is true not only in the revenue we receive from the games themselves, but largely because this is a criterion we see many of our customers desiring in order to justify the Falcon hardware purchase. For example, if the Novint Falcon has many games available to play on it, a customer can purchase a single piece of hardware and then over time purchase multiple games that give a unique gaming experience, making the initial hardware purchase valuable over a larger amount of time and across a larger number of games. In 2008, we entered into licensing agreements with Valve Software and Electronic Arts among others, and therefore several new AAA level games will soon be supported by the Falcon.


































ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

in this section.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.


ITEM 4.CONTROLS AND PROCEDURES

Item 4.  CONTROLS AND PROCEDURES

1. Disclosure Controls and Procedures


We maintain disclosure controls and procedures (Disclosure Controls) within the meaning of Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Our Disclosure Controls are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our Disclosure Controls are also designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our Disclosure Controls, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily applied its judgment in evaluating and implementing possible controls and procedures. As of the end of the period covered by this report,Quarterly Report on Form 10-Q, we carried out an evaluation,evaluated the effectiveness of the design and operation of our Disclosure Controls, which was done under the supervision and with the participation of our management, including our Chief Executive Officer and ChiefPrincipal Financial Officer, ofOfficer. Based on the effectiveness of the design and operationevaluation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Based upon that evaluation,Disclosure Controls, our Chief Executive Officer and ChiefPrincipal Financial Officer has concluded that, as of March 31,2020, our Disclosure Controls were not effective due to a material weakness in the Company’s internal control over financial reporting as disclosed below.


2. Internal Control Over Financial Reporting

Based on our assessment as of March 31,2020, management concluded that our disclosureinternal control over financial reporting was not effective due to a material weakness related to the following: (1) we lack a sufficient number of employees to properly segregate duties and provide adequate review of the preparation of the financial statements and (2) we lack sufficient independent directors on our Board of Directors to maintain Audit and other committees consistent with proper corporate governance standards. We have limited financial resources and only one employee. The lack of personnel is a weakness because it could lead to improper classification of items and other failures to make the entries and adjustments necessary to comply with U.S. GAAP. Accordingly, management’s assessment is that the Company’s internal controls and proceduresover financial reporting were not effective as of the endMarch 31, 2020. A “material weakness” is a deficiency, or a combination of the applicable period to ensure that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.


Changesdeficiencies, in Internal Control over Financial Reporting

There was ("ICFR"), such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Such material weakness has not yet been remediated as of March 31, 2020.

3.Change in Internal Control over Financial Reporting

Except as described above, there were no changechanges in our internal control over financial reporting that occurred during our most recent fiscal quarterthe three months ended March 31, 2020 that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

7

PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

None

Item 1A. RISK FACTORS

Not required to be provided by smaller reporting companies.

Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

None.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS



EXHIBIT INDEX

ITEM 1.NumberLEGAL PROCEEDINGS

There have been no material developments during the quarter ended March 31, 2009 in any material pending legal proceedings to which the Company is a party or of which any of our property is the subject.
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.Description

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


ITEM 5.OTHER INFORMATION
(a) None.
(b) There were no changes to the procedures by which security holders may recommend nominees to our board of directors.

8

EXHIBITS

Exhibit NumberDescription
3.1Amended and Restated Certificate of Incorporation, as currently in effect (3)
3.2Amended and Restated Bylaws, as currently in effect (2)
3.3Articles of Merger (1)
3.4Certificate of Merger (1)
10.1Form of Subscription Agreement (4)
   
10.231.1 FormCertification of Secured Note (4)the President and Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to section 302 of the Sarbanes- Oxley Act of 2002 (filed herewith).
    
10.332.1 FormCertification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of Convertible Note (4)the Sarbanes- Oxley Act of 2002 (filed herewith).
   
10.4101. INS Form of Warrant (4)XBRL Instance Document (submitted electronically herewith).
   
10.5101. SCH Form of Intercreditor Agreement (4)XBRL Taxonomy Extension Schema Document (submitted electronically herewith).
   
31.1101. CAL Section 302 Certification by the Corporation’s Chief Executive Officer *
31.2Section 302 Certification by the Corporation’s Chief Financial Officer *
32.1Section 906 Certification by the Corporation’s Chief Executive Officer and Chief Financial Officer *


*Filed herewith.XBRL Taxonomy Extension Calculation Linkbase Document (submitted electronically herewith).
   
(1)Filed on May 17, 2004 as an exhibit to our Registration Statement on Form SB-2, and incorporated herein by reference.101. LAB XBRL Taxonomy Extension Label Linkbase Document (submitted electronically herewith).
   
(2)Filed on March 1, 2007 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference.101. PRE XBRL Taxonomy Extension Presentation Linkbase Document (submitted electronically herewith).
   
(3)Filed on June 21, 2007 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference.101. DEF XBRL Taxonomy Extension Definition Linkbase Document (submitted electronically herewith).
  
(4)3.1Filed onAmend and Restated Certificate of Incorporation*
3.2 (6)Amended and Restated Bylaws*
3.3 (1)Articles of Merger*
3.4 (1)Certificate of Merger*
4.1 (1)Articles of Incorporation (See Exhibit 3.1) *
4.2 (3)Form of Common Stock Purchase Warrant, April 16, 2009 as an exhibit to our Annual Report on 2006*
4.3 (7)Form 10-K,of Common Stock Purchase Warrant, March 2007*
10.1 (1)License Agreement with Sandia; Amendments*
10.2 (1)Lease for 9620 San Mateo*
10.3 (1)Employment Agreement with Tom Anderson*
10.4 (1)Employment Agreement with Walter Aviles*
10.5 (10)Amended and incorporated herein by reference.Restated 2004 Stock Incentive Plan*
10.6 (1)Shareholders Agreement*


9

10.7 (1)Lock Up Agreement*
10.8 (1)Miscellaneous Technical Services Agreement between Aramco Services Company and Novint Technologies, Inc.*
10.9 (1)Contract Addendum between Aramco Services Company and Novint Technologies, Inc.*
10.10 (1)Amendment to Contract between Aramco Services Company and Novint Technologies, Inc.*
10.11 (1)Amendment to Contract between Aramco Services Company and Novint Technologies, Inc.*
10.12 (1)Statement of Work between Chevron Corporation and Novint Technologies, Inc.*
10.13 (1)Purchase Order from DaimlerChrylser Corporation*
10.14 (1)Purchase Order # 94059 from LockheedMartin Corporation*
10.15 (1)Purchase Order # 96996 from LockheedMartin Corporation*
10.16 (1)Purchase Order # 97860 from LockheedMartin Corporation*
10.17 (1)Purchase Order # Q50601685 from LockheedMartin Corporation*
10.18 (1)Purchase Order # QQ060592 from LockheedMartin Corporation*
10.19 (1)Purchase Order # Q50608809 from LockheedMartin Corporation*
10.20 (1)Purchase Order # 24232 from Sandia National Laboratories*
10.21 (1)Purchase Order # 27467 from Sandia National Laboratories*
10.22 (1)Purchase Order # 117339 from Sandia National Laboratories*
10.23 (1)Purchase Order # 250810 from Sandia National Laboratories*
10.24 (1)Undersea Exploration Modeling Agreement between Woods Hole Oceanographic Institute and Novint Technologies, Inc.*
10.25 (1)Purchase Order for Lunar Design, Inc. dated April 7, 2005*
10.26 (1)Sublicense Agreement between Manhattan Scientifics and Novint Technologies, Inc.*


10.27 (1)License and Royalty Agreement between Manhattan Scientifics and Novint Technologies, Inc.*
10.28 (1)Research Development and License Agreement between Manhattan Scientifics and Novint Technologies, Inc.*
10.29 (1)Intellectual Property License Agreement with Force Dimension LLC*
10.30 (1)Purchase Order with Lockheed Martin dated April 1, 2005*
10.31 (1)Purchase Order with Lockheed Martin dated April 4, 2005*
10.32 (1)Purchase Order with Lockheed Martin dated April 21, 2005*
10.33 (1)Purchase Order with Deakin University dated April 6, 2004*
10.34 (1)Purchase Order with Robarts Research dated September 24, 2004*
10.35 (1)Purchase Order with University of New Mexico dated March 16, 2004*
10.36 (1)Amendment to Agreement with Force Dimension Dated May 5, 2005*
10.37 (1)Amendment to contract between Aramco Services Company and Novint Technologies, Inc*
10.38 (2)Purchase Order with Lockheed Martin dated February 16, 2006*
10.39 (2)Amendment to Intellectual Property License Agreement with Force Dimension LLC dated March 9, 2006*
10.40 (2)Purchase Order with Lockheed Martin dated March 3, 2006*
10.41 (3)Form of Subscription Agreement for Securities, April 2006*
10.42 (4)Board of Directors Agreement between V. Gerald Grafe and Novint Technologies, Inc.*
10.44 (5)Manufacturing Agreement dated December 19, 2006 by and between Novint Technologies, Inc. and VTech Communications Ltd.*
10.45 (5)Novint Purchase Order 1056. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.) *
10.46 (7)Form of Unit Subscription Agreement, March 2007*
10.47 (7)Form of Investor Rights Agreement, March 2007*
10.48 (8)Amendment No. 1 to Unit Subscription Agreement dated March 2, 2007*
10.49 (8)Amendment No. 2 to Unit Subscription Agreement dated March 30, 2007*

In accordance
10.50 (8)Amendment No. 1 to Investor Rights Agreement dated March 30, 2007*
10.51 (10)Purchase Order with The Falk Group, LLC dated January 16, 2007*
10.52 (11)Tournabout Intellectual Property Acquisition Agreement dated July 17, 2007*
10.53 (12)Lease Agreement dated May 29, 2007*
10.54 (12)Lease Agreement dated June 21, 2007*

14 (2)Code of Ethics*

* Previously filed with Section 13 or 15(d)the SEC as indicated, and hereby incorporated herein by reference.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

May 14, 2020NOVINT TECHNOLOGIES, INC.
(Registrant)
  
Date: May 15, 2009By:/s/ Tom AndersonOrin Hirschman
  Tom AndersonName: Orin Hirschman
  ChiefTitle: President (Principal Executive Officer President, and ChiefPrincipal Financial OfficerOfficer)


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