Thrive World Wide (TWWI) 10-Q 2009 Q3 Quarterly report

UNITED STATES  

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended June 30, 2009

BOVERAN DIAGNOSTICS, INC.

Commission File Number: 0001333675

Nevada	20-2725030
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
638 Main St, Lake Geneva, WI	53147
(Address of principal executive offices)	(Zip Code)

(954) 495-9334

(Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x    No ¨

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

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o (Do not check if a smaller reporting company) Smaller Reporting Company þ

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

Yes o    No x

As of July 31, 2009, there were 24,000,000 outstanding shares of the registrant's common stock, $.001 par value per share.

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TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		3
ITEM 1.	INTERIM FINANCIAL STATEMENTS	3
NOTE 1.                      BASIS OF PRESENTATION		7
NOTE 2.                      NOTES PAYABLE/STOCKHOLDER LOANS		7
NOTE 3.                      BASIC AND DILUTED NET (LOSS) PER SHARE		8
NOTE 4.                      RECENT MATERIAL TRANSACTION		8
NOTE 5.                      RECENT ACCOUNTING PRONOUNCEMENTS		8
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS	8
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12
ITEM 4.	CONTROLS AND PROCEDURES	12
PART II – OTHER INFORMATION		13
ITEM 1.	LEGAL PROCEEDINGS	13
ITEM 1A	RISK FACTORS	13
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES	13
ITEM 3.	DEFAULT UPON SENIOR SECURITIES	13
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	13
ITEM 5.	OTHER INFORMATION	13
ITEM 6.	EXHIBITS	14
SIGNATURES		14

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PART I – FINANCIAL INFORMATION

ITEM 1.  INTERIM FINANCIAL STATEMENTS

BOVERAN DIAGNOSTICS, INC.

CONDENSED BALANCE SHEETS

	June 30, 2009 (unaudited)			September  30, 2008
Assets
Escrow deposit	$	-		$	4,245
Other current asset		-			50
Total assets	$	-		$	4,295
Liabilities and Stockholder's Deficit
Bank overdraft	$	-		$	535
Accounts payable		35,171			51,537
Accounts payable - related parties		39,711			73,846
Accrued expenses		48,383			55,271
Loans from stockholders		437,512			451,652
Notes payable		279,975			40,430
Bank line of credit		95,636			243,221
Total current liabilities		936,388			916,492
Stockholders' deficit
Common stock, $.001 par value, 50,000,000 shares authorized, 24,000,000 issued and outstanding		24,000			24,000
Additional paid in capital		1,538,989			1,538,989
Accumulated deficit		(2,499,377	)		(2,475,186	)
Total stockholders' deficit		(936,388	)		(912,197	)
Total liabilities and stockholders' deficit	$	-		$	4,295

See accompanying notes to the condensed financial statements.

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BOVERAN DIAGNOSTICS, INC.

CONDENSED STATEMENTS OF OPERATIONS

	Three Months Ended June 30,						Nine Months Ended June 30,
	2009			2008			2009			2008
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Brokerage income	$	-		$	95,771		$	-		$	216,632
Operating expenses
General and administrative		11,620			102,289			40,770			634,583
Depreciation expense		-			875			-			3,448
Total operating expenses		11,620			103,164			40,770			638,031
Loss from operations		(11,620	)		(7,393	)		(40,770	)		(421,399	)
Other income/(expense)
Interest expense		(7,268	)		(5,227	)		(29,165	)		(25,095	)
Gain on forgiveness of debt		14,470			-			45,744			-
Total other income/(expense)		7,202			(5,227	)		16,579			(25,095	)
Net loss	$	(4,418	)	$	(12,620	)	$	(24,191	)	$	(446,494	)
Basic and diluted loss per share	$	-		$	-		$	-		$	-
Weighted average shares outstanding		24,000,000			19,572,027			24,000,000			19,572,027

See accompanying notes to the condensed financial statements.

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BOVERAN DIAGNOSTICS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

	Nine Months Ended June 30,
	2009			2008
	(unaudited)			(unaudited)
Cash Flows From Operating Activities
Net loss	$	(24,191	)	$	(446,494	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		-			3,448
Gain on forgiveness of debt		(45,744	)
Changes in:
Other current assets		50			390,060
Escrow deposit		4,245			(5,900	)
Accounts payable		22,278			(1,249	)
Accounts payable - related parties		2,999			8,883
Accrued expenses		23,025			49,023
Net cash used in operating activities		(17,338	)		(2,229	)
Cash Flows From Investing Activities
Change in cash, escrow		-			5,900
Net cash provided by investing activities		-			5,900
Cash Flows From Financing Activities
Bank overdraft		(535	)		-
Proceeds from stockholders' loans		22,302			1,499
Payments on notes payable		-			(1,000	)
Net change in lines of credit		(4,429	)		(4,287	)
Net cash provided by/ (used in) financing activities		17,338			(3,788	)
Net change in cash		-			(117	)
Cash at beginning of period		-			175
Cash at end of period	$	-		$	58
Supplemental Disclosure of Cash Flows Information
Income taxes	$	-		$	-
Interest		-			13,059

See accompanying notes to the condensed financial statements.

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Supplemental Disclosure of Non-Cash Investing and Financing Activities

During the nine months ended June 30, 2009 outstanding debt of $17,111, $10,430, and $18,203 was forgiven on the Company's accounts payable/accrued expenses, note payable, and Washington Mutual line of credit, respectively.  These amounts have been excluded from the statements of cash flows presented.

During the nine months ended June 30, 2009 an outside third party purchased the notes payable to two stockholders. Accordingly,  loans/related party balances in the amount of $228,257 have been reclassified to “Notes Payable” and the third party was issued a new Note Payable for payment of other expenses on behalf of the Company in the amount of $21,718.  These amounts have been excluded from the statements of cash flows presented.

During the nine months ended June 30, 2009 a stockholder of the Company personally assumed the outstanding debt and interest on a line of credit held by the Company.  The total amount assumed on the line of credit was $124,953 and interest of $3,264 was also assumed.  These amounts have been excluded from the statements of cash flows presented.

During the nine months ended June 30, 2009 a stockholder of the Company personally assumed two stockholder loans/related party balances in the amount of $200,947.  Additionally, this stockholder personally assumed $26,463 of credit card debt held by the Company.  These amounts have been excluded from the statements of cash flows presented.

See accompanying notes to the condensed financial statements.

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BOVERAN DIAGNOSTICS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included. The results of operations are not necessarily indicative of the results that may be expected for the year ending September 30, 2009. For further information, refer to the financial statements and footnotes thereto for the most recent fiscal year as reported in Form 10-KSB.

NOTE 2 – NOTES PAYABLE/STOCKHOLDER LOANS

On July 6, 2007, we issued a promissory note in the amount of $42,430, which bears interest at a rate of 12% per annum.  The note required five monthly payments of $500 with the remainder due on January 6, 2008. The note was issued in lieu of payment for prior services rendered. The note has been  renegotiated to provide for a reduction of the principal balance to $30,000 payable in six equal installments of $5,000 (with interest at 0%), as follows: One payment of $5,000 on completion of the merger transaction with STB followed by five equal monthly payments of $5,000 commencing one month after the Closing of the merger transaction.

On January 2, 2009, we revised and re-issued certain promissory notes in the face amount of $173,257 and $55,000 to Collette Eck Szczesny and Marilyn Eck, respectively.  These notes represent amounts due and in default from December 31, 2007 and on which no interest or principal has been paid by the Company in over three (3) years.  In consideration of the lenders’ Agreement to extend these notes, the Company agreed to cause the notes to be revised and re-issued as convertible debentures which would pay 7.5% interest and be convertible by lenders at the conversion price equal to the par value of our common shares (at present $0.001/share).  As such, the holders could convert into a total of 237,000,000 shares of common stock of the Company, if the full conversion privilege were to be exercised.  Notwithstanding the foregoing, the Notes contain a provision limiting the conversion thereof by any party to not more that 4.99% ownership of the stock of the Company at any time after taking into account all of the holdings of the converting party.  The lenders have agreed that they will enter into such lock-up and/or leak-out agreements as may be required by any successor management and/or entity which may acquire control of the Company in a change of control transaction. On June 1, 2009, the notes were assigned to Horowitz Consulting Group, LLC and the principals thereof have agreed to limit the conversion right under the notes based on the fact that Company does not currently have sufficient authorized shares to allow for the conversion of the note beyond 26,000,000 shares and the fact that the Company will need to issue shares in order to raise other operating capital as set forth herein.

During the nine months ended June 30, 2009 a stockholder of the Company personally assumed the outstanding debt and interest on a line of credit held by the Company.  The total amount assumed on the line of credit was $124,953 and interest of $3,264 was also assumed.

During the nine months ended June 30, 2009 a stockholder of the Company personally assumed two stockholder loans/related party balances in the amount of $200,947.  Additionally, this stockholder personally assumed $26,463 of credit card debt held by the Company.

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NOTE 3 – BASIC AND DILUTED NET (LOSS) PER SHARE

The basic net (loss) per common share is computed by dividing the net (loss) by the weighted average number of common shares outstanding.  Diluted net (loss) per common share is not computed since it would be anti-dilutive.

NOTE 4 – RECENT MATERIAL TRANSACTION

On July 16th, the Company, in furtherance of their Letter of Intent “LOI” to merge with STB Telemedia, Inc., entered into a formal joint venture agreement (the “Joint Venture LLC”).  The joint venture was created by means of the formation of an LLC to operate the business of STB Telemedia under the auspices of the Company as a co-owner thereof.  It is the intention to of the Company and STB Telemedia to complete the merger transaction on or before September 15, 2009.

In addition, the Company has subsequently received commitments from certain of its prior principle shareholders to exonerate the Company from any obligation with respect to a principal balance of debt of approximately $437,000 and accrued expenses of approximately $32,000 due to them along with the interest accrued thereon.

Bank of America has agreed in principle to a reduction of the principal balance and accrued interest to an amount not exceeding $55,000 as of the date hereof.

NOTE 5 – RECENT ACCOUNTING PRONOUNCEMENTS

In July 2009, the FASB, in an effort to codify all authoritative accounting guidance related to a particular topic in a single place, issued Statement of Financial Account Standards No. 168, "The FASB Accounting Standard Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162" ("SFAS No. 168").  It replaces the U.S. generally accepted accounting principles ("U.S. GAAP") hierarchy created by Statement of Financial Accounting Standards No. 162, "The Hierarchy of Generally Accepted Accounting Principles," by establishing only two levels of generally accepted accounting principles: authoritative and non authoritative. All authoritative guidance will carry the same level of authority. The statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of SFAS No. 168 is not expected to have a material effect on our results of operations.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

The following discussion should be read in conjunction with our unaudited financial statements and the notes thereto.

Forward-Looking Statements

This quarterly report contains forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this report, the words "believe," "anticipate," "expect," "estimate," “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management's current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: a general economic downturn; a downturn in the securities markets; federal or state laws or regulations having an adverse effect on proposed transactions that we desire to effect; Securities and Exchange Commission regulations which affect trading in the securities of "penny stocks,"; and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. The accompanying information contained herein, including, without limitation, the information set forth under the heading “Management’s Discussion and Analysis and Plan of Operation" identifies important additional factors that could materially adversely affect actual results and performance. You are urged to carefully consider these factors. All forward-looking statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statement. The terms “Boveran Diagnostics,” “Boveran,” “we,” “us,” “our,” and the “Company” refer to Boveran Diagnostics, Inc.

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Overview

Prior to July 26, 2008, the Company was known as Z Yachts, Inc., the successor of a limited liability company founded in December 2002 in the state of Florida which then became a corporation on April 8, 2005 in the State of Nevada. Z Yachts, Inc. was a full-service brokerage company that served both recreational boaters and the marine industry and had as its primary business the brokerage sale of new and previously-owned recreational vessels.

On July 26, 2008, the Company determined that it would no longer operate as a broker for the sale of new and previously owned recreational vessels. Instead, from and after July 26, 2008, the Company’s board of directors agreed to adopt a business plan of developing cancer detection technologies and to change its name to Boveran Diagnostics, Inc in light of its new change in business. The Company’s board of directors then abandoned those operations and subsequently established a new line of business for the Company and then formulated a new business model of creating, marketing and licensing new media technologies. Along those lines, the Company has entered into the letter of intent and the joint venture agreement set forth below to accomplish that objective.

On May 18, 2009, the Company entered into a Binding Letter of Intent to acquire 100% of the stock of STB Telemedia and we intend to grow our existing organization by obtaining financing and acquiring new technologies in the Multi-media sector and to develop them and to bring them to the marketplace.  On July 16th, the Company, in furtherance of their Letter of Intent “LOI” to merge with STB Telemedia, Inc., entered into a joint venture agreement (the “Joint Venture LLC”).  The joint venture was created by means of the formation of an LLC to operate the business of STB Telemedia under the auspices of the Company as a co-owner thereof.  It is the intention of both the Company and STB Telemedia, Inc., to complete the merger transaction as set forth in the LOI on or before September 15, 2009.

Results of Operations for the Nine Months Ended June 30, 2008 Compared to the Nine Months Ended June 30, 2009.

Due to the change of our business, our brokerage income for the nine months ended June 30, 2009 was $0.  This was a decrease of $216,632, or 100%, as compared to brokerage income of $216,632 for the nine months ended June 30, 2008.  The decrease in brokerage income was due to our change in business from a full-service brokerage company that served both recreational boaters and the marine industry and had as its primary business the brokerage sale of new and previously-owned recreational vessels, to a cancer detection technology development company and now into a new media technology development, marketing and licensing Company.

General and administrative expenses for the nine months ended June 30, 2009 were $40,770.  This was a decrease of $593,813, or 94%, as compared to general and administrative expenses of $634,583 for the nine months ended June 30, 2008.   The decrease is due to our change in business from a full-service brokerage company that served both recreational boaters and the marine industry and had as its primary business the brokerage sale of new and previously-owned recreational vessels to a cancer detection technology company and ultimately into a new media technology development, marketing and licensing Company, resulting in there being far reduced general and administrative expenses for the period. The decrease is also due to the absence of $390,385 of consulting fees related to shares of common stock issued during the nine months ended June 30, 2008 that was not present during the nine months ended June 30, 2009.

Depreciation expense for the nine months ended June 30, 2009 was $0.  This is a decrease of $3,448 or 100%, as compared to depreciation expense of $3,448 for the nine months ended June 30, 2008. The decrease in depreciation expense was due to the sale of the Company’s assets pursuant to an Asset Purchase Agreement entered into on July 26, 2008, with Speedy X Change, a Wisconsin corporation and the Company.

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Interest expense for the nine months ended June 30, 2009 was $29,165.  This is an increase of $4,070, or 16%, as compared to interest expense of $25,095 for the nine months ended June 30, 2008.  The increase in interest expense is due to the accrual of interest on outstanding lines of credit and a stockholder loan during the nine months ended June 30, 2009.   Additional interest has also been accrued for the nine months ended June 30, 2009 due to Bank of America demanding full payment on the outstanding line of credit in December 2008, however, the Bank of America has agreed in principle to a reduction of the principal balance and accrued interest to an amount not exceeding $55,000 as of the date hereof.

We had gain on the forgiveness of debt for the nine months ended June 30, 2009 of $45,744. This is an increase of $45,744, or 100%, as compared to gain on forgiveness of debt of $0 for the nine months ended June 30, 2008.  The gain on the forgiveness of debt resulted from the following: renegotiating and settling the outstanding balance on our line of credit with Washington Mutual in the amount of $18,203, the forgiveness of debt by vendors on the Company’s accounts payable/accrued expenses in the amount of $17,111 and forgiveness of debt on a note payable in the amount of $10,430. In addition, the Company has subsequently received commitments from certain of its prior principle shareholders to exonerate the Company from any obligation with respect to a principal balance of debt of approximately $437,000 and accrued expenses of approximately $32,000 due to them along with the interest accrued thereon.

We had net loss of $24,191 (or basic and diluted loss per share of $0.00) for the nine months ended June 30, 2009, as compared to net loss of $446,494 (or basic and diluted loss per share of $0.00), for the nine months ended June 30, 2008. The decrease in net loss was primarily due to our change in business from a full-service brokerage company, to a cancer detection technology development company, and then to a new media technology holding company which has, as of July 16th, entered into a formal joint venture agreement with STB Telemedia, Inc. (the “Joint Venture LLC”), which is now operating the business of STB Telemedia, Inc. under the auspices of the Company as a co-owner thereof.  It is the intention of the Company and STB to complete the merger transaction on or before September 15, 2009.

Liquidity and Capital Resources

As of June 30, 2009, we had total current assets of $0.

As of June 30, 2009, we had total current liabilities of $936,388 consisting of loans from stockholders of $437,512, bank line of credit of $95,636, accounts payable to related parties of $39,711, accrued expenses of $48,383 accounts payable of $35,171, and notes payable of $279,975.  Accrued expenses consisted of credit cards payable and accrued interest.

We had negative working capital of $936,388 as of June 30, 2009. The ratio of current assets to current liabilities was 0% as of June 30, 2009.

During the nine months ended June 30, 2009, net cash was $0; consisting of $17,338 used in operating activities which was offset by $17,338 provided by financing activities.

Cash flows from operations were not sufficient to fund our requirements during the nine months ended June 30, 2009.  Our current cash requirements are approximately $6,500 per month. To make up the shortfall, we utilized a portion of the $50,000 non-refundable deposit we received upon executing a non-binding Amended Term Sheet. Subsequent to that time and for the period of three months ending September 30, 2009, we have and will continue to use third party loans and additional capital investment to meet our monthly operating costs as well as our capital expense and material inventory budget.

We are in the process of renegotiating our outstanding debt with our creditors.

On July 6, 2007, we issued a promissory note in the amount of $42,430 to PCMS’ parent company for PCMS to provide us with six months of regulatory compliance services regarding periodic and other reports that we are required to file with the SEC.  The note matured on January 6, 2008, and was in default, until a renegotiation thereof to provide for a reduction of the principal balance to $30,000 payable in six equal installments of $5,000 (with interest at 0%), as follows: One payment of $5,000. on completion of the merger transaction with STB followed by five equal monthly payments of $5,000 commencing one month after the Closing of the merger transaction.

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We are having difficulty meeting our current cash requirements as discussed above regarding a note payable which is in default.  We estimate that we will need to raise approximately $1,250,000 of additional capital during the next twelve months in order to meet our cash requirements and fund our operations.  To conserve cash we do not pay salaries and benefits for management as of now and have not yet incurred any marketing expenditures.

We plan to obtain additional capital from the sale of our common stock or through additional loans from our stockholders. If we are unsuccessful in such efforts we will delay our new business operations in the new media development, marketing and licensing and possibly entertain the addition of certain strategic partners.  At this time, we have identified additional financing sources that are interested in our operations at this time. We do not have any firm commitments or other identified sources of additional capital from third parties or from our officers or directors or from shareholders. There can be no assurance that additional capital will be available to us, or that, if available, it will be on terms satisfactory to us. Any additional financing may involve dilution to our shareholders. In the alternative, additional funds may be provided from cash flow in excess of that needed to finance our day-to-day operations, although we may never generate this excess cash flow. That agreement with Boveran has been terminated and the Company has commenced operations with STB Telemedia, Inc., as a new media technology development, marketing and licensing company which we expect will generate significant operating cash flows and cause the Company to attract significant amounts of additional investment dollars.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principals generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of any contingent assets and liabilities. On an on-going basis, we evaluate our estimates. We base our estimates on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements:

Revenue Recognition

We recognize revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectibility is reasonably assured.

Income Taxes

Prior to April 8, 2005, we were a limited liability company whereby federal and state income taxes were not payable by, or provided for.  Members were taxed individually on their share of partnership earnings.  From April 8, 2005 going forward, we recognize deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered.  We provide a valuation allowance for deferred tax assets for which we do not consider realization of such assets to be more likely than not.  During the nine months ended June 30, 2009, we incurred net losses and, therefore, had no tax liability.  The net deferred tax asset generated by the loss carry-forward has been fully reserved.

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Plan of Operations for the Year Ending September 30, 2009

On July 26, 2008, the Company determined that it would no longer operate its business as a broker for the sale of new and previously owned recreational vessels. Instead, from and after May 18, 2009, the Company’s board of directors agreed to adopt a business plan of media based technologies and in furtherance thereof, the Company entered into a joint venture with STB Telemedia, Inc. (“STB”) it’s proposed merger partner and its current Joint Venture Partner.

We intend to grow our existing organization by obtaining financing and acquiring new technologies in the Multi-media sector and to develop them and to bring them to the marketplace. If we are unable to obtain the requisite financing we may have to withdraw from the multi-media delivery market and seek a potential new business combination or merger transaction.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and our Chief Financial Officer, after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”), has concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required  disclosure, and (ii) is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

We plan to improve our internal control over financial reporting in an effort to remediate these deficiencies through improved supervision and training of our accounting staff. These deficiencies have been disclosed to our board of directors. We believe that this effort is sufficient to fully remedy these deficiencies and we are continuing our efforts to improve and strengthen our control processes and procedures. Our Chief Executive Officer, Chief Financial Officer and directors will continue to work with our auditors and other outside advisors to ensure that our controls and procedures are adequate and effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There are no legal proceedings which are pending or have been threatened against us or any of our officers, directors or control persons of which management is aware.

ITEM 1A.  RISK FACTORS.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES

Except as above and as may have previously been disclosed on a current report on Form 8-K, a quarterly report on Form 10-Q, an annual report on Form 10-KSB or a registration statement, we have not sold any of our securities in a private placement transaction or otherwise during the past three years.

ITEM 3. DEFAULT UPON SENIOR SECURITIES.

Prior to the date of filing this report, we had failed to fully pay and were in default on $40,430 of remaining principal and $2,109 of accrued interest on a note payable which matured on January 6, 2008, that we issued to the parent of PCMS for PCMS to provide us with six months of regulatory compliance services regarding periodic and other reports that we are required to file with the SEC.  We were also subject to late charges equal to 5% of any amount due under the note that is not received by the holder within three (3) days of when such amount is due. As of the date hereof, the holder of such note payable agreed to reduce the principal balance and accrued interest and late charges to $30,000 payable in six equal installments of $5,000 (with interest at 0%), as follows: One payment of $5,000 on completion of the merger transaction with STB followed by five equal monthly payments commencing one month after the Closing of the merger transaction.

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

None.

ITEM 5. OTHER INFORMATION

The previously pending transaction with Boveran Diagnostics has been aborted, and, on May 18, 2009, the Company entered into a Binding Letter of Intent to acquire 100% of the stock of STB Telemedia and we intend to grow our existing organization by obtaining financing and acquiring new technologies in the Multi-media sector and to develop them and to bring them to the marketplace.  On July 16th, the Company, in furtherance of their Letter of Intent “LOI” to merge with STB Telemedia, Inc., entered into a joint venture agreement (the “Joint Venture LLC”).  The joint venture was created by means of the formation of an LLC to operate the business of STB Telemedia under the auspices of the Company as a co-owner thereof.  It is the intention of both the Company and STB Telemedia, to complete the merger transaction as set forth in the LOI on or before September 15, 2009.

The Company has been in the process of negotiating its outstanding debt with its creditors.  In December 2008 we renegotiated and settled the outstanding balance on our line of credit with Washington Mutual. As a result, Washington Mutual has agreed to reduce the line of credit from $22,632 to $4,429.  This amount has been satisfied.

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In December 2008 Bank of America called the outstanding line of credit for immediate payment.  Per diem interest is being accrued daily in the amount of $20 for each day payment is late subsequent to December 12, 2008. However, the Bank of America has agreed in principle to a reduction of the principal balance and accrued interest to an amount not exceeding $55,000 as of the date hereof.

ITEM 6. EXHIBITS

Exhibit No.	Description
31.1*	Certification of Chief Executive Officer  and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*      Filed herein.

SIGNATURES

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

	BOVERAN DIAGNOSTICS, INC.
Date: August 19, 2009	By:	/s/ Andrew J. Schenker
	Name: Andrew J. Schenker
	Title: Chief Executive Officer and
	Principal Financial Officer