U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                         FORM 10-QSB

(Mark One)[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2004

                                       OR


[ ] TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                         COMMISSION FILE NUMBER: 0-13187

                                NVCN CORPORATION
                                ----------------
             (Exact Name of Registrant as Specified in Its Charter)

                         DELAWARE                             13-3074570
                         --------                             ----------
(State or Other Jurisdiction of Incorporation              (I.R.S. Employer
             or Organization)                             Identification No.)

 1800 Wooddale Drive, Suite 208, Woodbury, Minnesota            55125
-----------------------------------------------------           ------
      (Address of Principal Executive Offices)                (Zip Code)

                                 (651) 452-1606
                                 --------------
                         (Registrant's Telephone Number)

                             Novacon Corporation
--------------------------------------------------------------------------------
              (Former Name, Former Address, and Former Fiscal Year,
                          if Changed Since Last Report)

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

    As of November 30, 2004, the Registrant had 1,748,371 shares of common
stock issued and outstanding.

    Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange  Act).  Yes [X] No [ ]

    Transitional Small Business Disclosure Format (check one): Yes [ ] No [X].

                                       1


<PAGE>
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                                 <C>
PART I - FINANCIAL INFORMATION                                      PAGE

  Item 1.  FINANCIAL STATEMENTS

           BALANCE SHEET AS OF NOVEMBER 30, 2004..............................3

           STATEMENTS OF OPERATIONSFOR THE THREE MONTHS ENDED
           NOVEMBER 30, 2004AND NOVEMBER 30, 2003.............................4

           STATEMENTS OF CASH FLOWS FOR THREE MONTHS ENDED
           NOVEMBER 30, 2004and NOVEMBER 30, 2003.............................5

           NOTES TO FINANCIAL STATEMENTS......................................6

  ITEM 2. PLAN OF OPERATION...................................................9

  ITEM 3.  CONTROLS AND PROCEDURES............................................13

PART II - OTHER INFORMATION

  ITEM 1.  LEGAL PROCEEDINGS..................................................14

  ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS........14

  ITEM 3.  DEFAULTS UPON SENIOR SECURITIES....................................14

  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................14

  ITEM 5.  OTHER INFORMATION..................................................14

  ITEM 6.  EXHIBITS...........................................................14

SIGNATURES....................................................................15

</TABLE>
                                       2



<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                                NVCN CORPORATION
                                  BALANCE SHEET
                                November 30, 2004
                                   (Unaudited)
<TABLE>
<S>                                                                  <C>

                                     ASSETS

Total Assets                                                         $         0
                                                                     ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
        Accounts Payable and Accrued Expenses                       $     37,501
        Accrued Interest                                                 427,671
        Accrued Compensation - related party                              25,000
      Accrued Litigation Settlement                                    1,344,582
        Note Payable- Related Parties                                     15,000
        Note Payable- third party                                          8,000
                                                                     -----------

                 Total Current Liabilities                             1,857,754
                                                                     -----------
Stockholders' Deficit
   Common Stock, $0.001 Par Value;
     Authorized 50,000,000 shares;
     Issued and Outstanding 1,748,371 Shares                               1,748
Preferred stock, $0.01 par value
       authorized 10,000,000 shares;
        issued and outstanding; none                                          --
   Additional Paid-In Capital                                          8,948,564
   Retained Earnings (Deficit)                                      (10,808,066)
                                                                   -------------
       Total Stockholders' Deficit                                   (1,857,754)
                                                                   $           0
                                                                   =============
</TABLE>

           See accompanying notes to consolidated financial statements

                                       3


<PAGE>

                                NVCN CORPORATION
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                         Three Months Ended           Six Months Ended
                                                            November 30                  November 30
                                                    ----------------------------   -------------------------
                                                       2003             2004          2003            2004
                                                    ---------       ------------   ---------       ---------
<S>                                                  <C>            <C>           <C>               <C>

Sales                                               $      --        $        --   $      --        $     --
Cost of Sales                                              --                 --          --              --
                                                    ---------        -----------   ---------        --------
       Gross Profit (Loss)                                 --                 --          --              --

Selling, General, and Administrative Expenses          23,905            36,851       47,810          93,567

Net Income (Loss) Before Income Taxes                 (23,905)          (36,851)     (47,810)        (93,567)

Income Tax Expense (Benefit)                               --                 --          --              --
                                                    ---------        -----------   ---------        --------

       Net Income (Loss)                              (23,905)       $  (36,851)     (47,810)        (93,567)
                                                    =========        ==========    =========        ========

Basic and Diluted Loss per Common Share
       Net Income (Loss)                            $ (0.0100)         $(0.0200)    $(0.0300)       $(0.0500)
                                                    ---------        -----------   ---------        --------

Weighted Average Number of Common Shares
    Used to Compute Net Income (Loss) per
    Weighted Average Share                          1,748,371         1,748,371    1,748,371       1,748,371
                                                    =========        ==========    =========       =========
</TABLE>

           See accompanying notes to consolidated financial statements

                                       4
<PAGE>

                                NVCN CORPORATION
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>

                                                               SIX MONTHS ENDED
                                                                  NOVEMBER 31,
                                                            ----------------------
                                                               2003        2004
                                                            ----------   ---------
<S>                                                         <C>          <C>
Operating Activities

   Net Income (Loss) Before Extraordinary Item              $   47,810)  $  93,567)
   Adjustments to Reconcile Net (Loss) to Net Cash
     (Required) by Operating Activities:
        Accounts payable                                        47,810      20,757
       Accrued compensation                                         --      25,000
       Accrued interest                                             --      47,810
                                                            ----------    --------
         Net Cash Required by Operating Activities                   0           0
                                                            ----------    --------

Investing Activities:
   Cash given in consideration with stock and other assets for
   the reduction of accrued compensation liabilities                 0           0

         Net Cash Required by Investing Activities                   0           0
                                                            ----------    --------

Financing Activities:

         Net Cash Provided by Financing Activities                   0           0
                                                            ----------    --------

Increase (Decrease) in Cash and  Cash Equivalents                    0           0

Cash and Cash Equivalents at Beginning Of Period                     0           0

Cash and Cash Equivalents at End of Period                 $         0           0
                                                            ==========    ========
Supplemental schedules of cash flow information:
      Interest paid                                                --           --
      Income Taxes paid                                            --           --
</TABLE>
           See accompanying notes to consolidated financial statements

                                       5
<PAGE>

                                NVCN CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1:  BASIS OF PRESENTATION

The Company.

NVCN Corporation (the Company) was incorporated in the State of Delaware on
April 20, 1981, with the name Cardio-Pace Medical, Inc. On November 24, 1987,
the Company's name was changed to Novacon Corporation, and on February 20, 2001,
the name was changed to NVCN Corporation.

The Company was incorporated in 1981 with authorized capital of 15,000,000
common shares with a par value of $0.01. On February 14, 2001, the shareholders
of the Company approved (and on June 20, 2002, the Company effected) a 1 for 12
reverse common stock split, a reduction of common stock par value from $0.01 to
$0.001, an increase of authorized capital to 50,000,000 common shares and
authorized the board of directors to issue preferred shares of which 10,000,000
with a par value of $0.01 were authorized. The accompanying financial statements
reflect all share data based on the 1 for 12 reverse common stock split basis.

The Company was engaged in the business of assembling and distributing
disposable drug infusion pumps designed for hospital and home pain management
applications, under an exclusive United States manufacturing and marketing
agreement with the purported Japanese developer of the proprietary technology.
In the second quarter of 2000, the Company discontinued its business operations
and since that date has remained inactive.

The decision by the management of the Company to discontinue its medical
products business was based on claims asserted against the Company in 1999, by
I-Flow Corporation (I-Flow), which claimed in litigation against the Company
that the Company's products infringed proprietary rights claimed by I-Flow. The
I-Flow litigation resulted in a final judgment being entered against the Company
on May 26, 2000, in the amount of $1,344,582. The judgment also enjoins the
Company from further sales of infringing products.

In an attempt to settle the above judgment, the Company on September 25, 2000,
entered into a letter of intent to acquire all the issued and outstanding shares
of YourNet, Inc. ("YourNet"). In order to facilitate this transaction, the
Company entered into a settlement with I-Flow that would have required the
Company to issue 500,000 shares of post acquisition stock and pay $144,000 in
cash. Neither the Your Net acquisition nor the I-Flow settlement was completed.

Interim Financial Statements.

The interim financial statements included herein have been prepared by the
Company, without audit pursuant to the rules and regulations of the Securities
and Exchange Commission ("SEC"). Certain information and footnote disclosures
normally included in annual financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have
been condensed or omitted. The interim financial statements reflect, in the
opinion of management, all adjustments necessary (consisting only of normal
recurring adjustments) to present a fair statement of results for the interim
periods presented. The operating results for any interim period are not
necessarily indicative of the results that may be expected for the fiscal year
ending May 31, 2005. The accompanying financial statements should be read in
conjunction with the consolidated financial statements and notes included in
the Company's Annual Report on Form 10-KSB for the fiscal year ended May 31,
2004.

                    6
<PAGE>

NOTE2:  CRITICAL ACCOUNTING POLICIES

Use of Estimates.

The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management of the
Company to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the interim financial statements and the
reported amounts of revenues and expenses during the reporting period. Such
estimates include, but are not limited to, revenue recognition and allowances,
accrued liabilities, deferred revenue, loss contingencies and accounting for
 income taxes. Actual results could differ from these estimates.

Impaired Fair Value of Financial Instruments.

The carrying amounts for the Company's cash, accounts payable, accrued
liabilities, due to stockholder and officers approximate fair value due to the
short-term maturity of these instruments.

Income Taxes.

In February 1992, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes". SFAS No. 109 required a change from the deferred method of
accounting for income taxes of Accounting Principles Board Opinion No. 11 to
the asset and liability method of accounting for income taxes. Under the
asset and liability method of SFAS No. 109, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. 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. Under SFAS No. 109, the effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that includes
the enactment date. Effective January 1, 1993, the Company adopted SFAS No. 109.

Earnings (Loss) per Share.

In February 1997, the FASB issued SFAS No. 128, "Earnings per Share." SFAS No.
128 simplifies the standards for computing earnings per share ("EPS") and was
effective for financial statements issued for periods ending after December
15, 1997, with earlier application not permitted. Effective January 1, 1998,
the Company adopted SFAS No. 128. Basic EPS is determined using net income
divided by the weighted average shares outstanding during the period. Diluted
EPS is computed by dividing net income by the weighted average shares
outstanding, assuming all dilutive potential common shares were issued. Since
the fully diluted losses per share for the six months of fiscal years 2004 and
2003 were antidilutive, basic and diluted losses per share are the same.
Accordingly, rights to purchase common issuable upon conversion of convertible
debentures were not included in the calculation of diluted earnings per
common share.

                    7
<PAGE>

NOTE 3: GOING CONCERN CONSIDERATIONS

As shown in the accompanying interim financial statements, the Company has
incurred a net loss of $36,851 for the three months ending November 30, 2004
and $ 93,567 for the six months ending the same period. As of November 30,
2004, the Company reported an accumulated deficit of $10,808,066. The
industry in which the Company operates is very dynamic and extremely
competitive. The Company's ability to generate net income and positive cash
flows is dependent on the ability to continue to increase sales while
reducing operating costs, as well as the ability to raise additional capital.
Management is following strategic plans to accomplish these objectives, but
success is not guaranteed. As of November 30, 2004, these factors raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the outcome
of this uncertainty.

NOTE 4: RELATED PARTY TRANSACTION

An officer-director in 2002 made a $15,000, interest bearing unsecured demand
loan to the Company, to provide funds to pay outstanding Company expenses due to
a former officer and former legal counsel of the Company.

ITEM 2. PLAN OF OPERATION.

     The following discussion should be read in conjunction with the
financial statements of the Registrant and notes thereto contained elsewhere in
this report.

Liquidity and Capital Resources.

     The Registrant's has a working capital deficit f $ 1,857,754. Since the
Registrant has no operations or plans for such, and because its administrative
expenses are minimal, it believes it has sufficient capital to fund its needs
as it evaluates any options for future business opportunities.

     To meet existing operating expenses, the Registrant raises funds
on an as needed basis. By doing so the Registrant maximizes its ability to
continue its operations as it has no other means of revenue.

                    8
<PAGE>

Capital Expenditures.

     There were no capital expenditures during the quarter ended November
30, 2004

Twelve-Month Plan of Operation.

     The Registrant has no current plans to begin operations again, and has
no research and development initiatives underway. It does, however, continue
to evaluate alternatives in order to improve the Registrant's financial
condition, including merger and acquisition opportunities.

     The Registrant intends to take advantage of any reasonable business
 proposal presented which management believes will provide the Registrant
and its stockholders with a viable business opportunity. The board of directors
will make the final approval in determining whether to complete any acquisition,
and unless required by applicable law, the articles of incorporation or bylaws
or by contract, stockholders' approval will not be sought.

     The investigation of specific business opportunities and the
negotiation, drafting, and execution of relevant agreements, disclosure
documents, and other instruments will require substantial management time and
attention and will require the Registrant to incur costs for payment of
accountants, attorneys, and others. If a decision is made not to participate
in or complete the acquisition of a specific business opportunity, the costs
incurred in a related investigation will not be recoverable. Further, even if an
agreement is reached for the participation in a specific business opportunity by
way of investment or otherwise, the failure to consummate the particular
transaction may result in the loss to the Registrant of all related costs
incurred.

     Currently, management is not able to determine the time or resources
that will be necessary to locate and acquire or merge with a business prospect.
There is no assurance that the Registrant will be able to acquire an interest
in any such prospects, products or opportunities that may exist or that any
activity of the Registrant, regardless of the completion of any transaction,
will be profitable.

    If and when the Registrant locates a business opportunity, management
of the Registrant will give consideration to the dollar amount of that entity's
profitable operations and the adequacy of its working capital in determining
the terms and conditions under which the Registrant would consummate such an
acquisition. Potential business opportunities, no matter which form they may
take, will most likely result in substantial dilution for the Registrant's
shareholders due to the issuance of stock to acquire such an opportunity.

                    9
<PAGE>

Risk Factors Connected with Plan of Operation.


(a)   Limited Prior Operations, History of Operating Losses, and Accumulated
     Deficit May Affect Ability of Registrant to Survive.

     The Registrant has had limited prior operations to date. Since the
Registrant's principal activities to date have been limited to organizational
activities, and seeking new business ventures, it has no recent record
of any revenue-producing operations. Consequently, there is only a limited
operating history upon which to base an assumption that the Registrant will be
able to achieve its business plans. In addition, the Registrant has only
limited assets. As a result, there can be no assurance that the Registrant
will generate significant revenues in the future; and there can be no assurance
that the Registrant will operate at a profitable level. Accordingly, the
Registrant's prospects must be considered in light of the risks, expenses and
difficulties frequently encountered in connection with the establishment of a
new business.

     The Registrant has incurred net losses: $23,905 for the three month
and $47,810 for the six months periods ended November 30, 2003, compared to
$36,851for the three month period and $ 93,567 for the six months period ended
November 30, 2004. At November 30, 2004, the Registrant had an accumulated
deficit of $10,808,066. This raises substantial doubt about the Registrant's
 ability to continue as a going concern.

(b)  Need for Additional Financing May Affect Operations and Plan of Business.


     While the Registrant's management believes it will be successful in
arranging adequate lines of equity or debt financing to implement a new
business for the company, there is no assurance of that occurring. The
Registrant's continued operations therefore will depend upon its ability to
raise additional funds through bank borrowings, equity or debt financing. The
Registrant estimates that it will need to raise up to $500,000 or more over the
next twelve months for such purposes. However, adequate funds may not be
available when needed or may not be available on favorable terms to the
Registrant. The ability of the Registrant to continue as a going concern is
dependent on additional sources of capital and the success of the Registrant's
business plan. The Registrant's independent accountant audit report included
in the Form 10-KSB for the fiscal year ended May 31, 2004 includes a substantial
doubt paragraph regarding the Registrant's ability to continue as a going
concern.

     If funding is insufficient at any time in the future, the
Registrant may not be able to take advantage of business opportunities or
respond to competitive pressures, or may be required to reduce the scope of its
planned product development and marketing efforts, any of which could have
a negative impact on its business, operating results and financial condition. In
addition, insufficient funding may have a material adverse effect on the
company's financial condition, hich could require the company to:

o    curtail operations significantly;

o    sell significant assets;

o    seek arrangements with strategic partners or other parties that may
     require the company to relinquish significant rights to products,
     technologies or markets; or
o    explore other strategic alternatives including a merger or sale of
     the company.

                    10
<PAGE>

     To the extent that the Registrant raises additional capital through
the sale of equity or convertible debt securities, the issuance of such
securities will result in dilution to existing stockholders. If additional funds
are raised through the issuance of debt securities, these securities may have
rights, preferences and privileges senior to holders of common stock and the
terms of such debt could impose restrictions on the Registrant's operations.
Regardless of whether the Registrant's cash assets prove to be inadequate to
meet the Registrant's operational needs, the Registrant may seek to compensate
providers of services by issuance of stock in lieu of cash, which will also
result in dilution to existing shareholders.

(c)   Loss of Any of Current Management Could Have Adverse Impact on Business
     and Prospects for Registrant.

     The Registrant's success is dependent upon the hiring of key
administrative personnel. None of the Registrant's officers, directors, and
key employees has an employment agreement with the Registrant; therefore,
there can be no assurance that these personnel will remain employed by the
Registrant after the termination of such agreements. Should any of these
individuals cease to be affiliated with the Registrant for any reason before
qualified replacements could be found, there could be material adverse effects
on the Registrant's business and prospects. In addition, management has no
experience is managing companies in the same business as the Registrant.

      In addition, all decisions with respect to the management of the
Registrant will be made exclusively by the officers and directors of the
Registrant. Shareholders of the Registrant will only have rights associated with
such ownership to make decisions that affect the Registrant. The success of the
Registrant, to a large extent, will depend on the quality of the directors
and officers of the Registrant. Accordingly, no person should invest in the
shares unless he is willing to entrust all aspects of the management of the
Registrant to the officers and directors.

(d)   Limitations on Liability, and Indemnification, of Directors and
     Officers May Result in Expenditures by Registrant.

     The by-laws of the Registrant include provisions to the effect that
the company may indemnify any director, officer, or employee. In addition,
the Delaware Revised Statutes provide for permissive indemnification of
officers and directors. Any limitation on the liability of any director, or
indemnification of directors, officer, or employees, could result in
substantial expenditures being made by the Registrant in covering any liability
of such persons or in indemnifying them.

(e)   Potential Conflicts of Interest May Affect Ability of Officers and
     Directors to Make Decisions in the Best Interests of Registrant.

     The officers and directors have other interests to which they devote
time, either individually or through partnerships and corporations in which
they have an interest, hold an office, or serve on boards of directors, and
each will continue to do so notwithstanding the fact that management time may
be necessary to the business of the Registrant. As a result, certain conflicts
of interest may exist between the Registrant and its officers and/or directors
that may not be susceptible to resolution. All of the potential conflicts of
interest will be resolved only through exercise by the directors of such
judgment as is consistent with their fiduciary duties to the Registrant. It is
the intention of management, so as to minimize any potential conflicts of
interest, to present first to the board of directors to the Registrant, any
proposed investments for its evaluation.

                    11
<PAGE>

(f)   Non-Cumulative Voting May Affect Ability of Some Shareholders to
     Influence Mangement of Registrant.

     Holders of the shares are not entitled to accumulate their votes for
the election of directors or otherwise. Accordingly, the holders of a majority
of the shares present at a meeting of shareholders will be able to elect all
of the directors of the Registrant, and the minority shareholders will not be
able to elect a representative to the Registrant's board of directors.

(g)   Absence of Cash Dividends May Affect Investment Value of
     Registrant's Stock.

     The board of directors does not anticipate paying cash dividends on
the shares for the foreseeable future and intends to retain any future earnings
to finance the growth of the Registrant's business. Payment of dividends, if
any, will depend, among other factors, on earnings, capital requirements, and
the general operating and financial condition of the Registrant, and will be
subject to legal limitations on the payment of dividends out of paid-in capital.

(h)   No Assurance of Continued Public Trading Market and Risk of Low Priced
     Securities May Affect Market Value of Registrant's Stock.

     There has been only a limited public market for the common stock of
the Registrant. The common stock of the Registrant is not currently traded on
any exchange. As a result, an investor may find it difficult to dispose of, or
to obtain accurate quotations as to the market value of the Registrant's
securities. In addition, the common stock is subject to the low-priced security
or so called "penny stock" rules that impose additional sales practice
requirements on broker-dealers who sell such securities. The Securities
Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure
in connection with any trades involving a stock defined as a penny stock
generally, according to recent regulations adopted by the U.S. Securities
and Exchange Commission, any equity security that has a market price of less
than $5.00 per share, subject to certain exceptions), including the delivery,
prior to any penny stock transaction, of a disclosure schedule explaining
the penny stock market and the risks associated therewith. The regulations
governing low-priced or penny stocks sometimes limit the ability of
broker-dealers to sell the Registrant's common stock and thus, ultimately, the
ability of the investors to sell their securities in the secondary market.

Critical Accounting Policies.

     The Securities and Exchange Commission ("SEC") has issued Financial
Reporting release No. 60, "Cautionary Advice Regarding Disclosure About Critical
Accounting Policies" ("FRR 60"), suggesting companies provide additional
disclosure and commentary on their most critical accounting policies. In FRR 60,
the SEC defined the most critical accounting policies as the ones that are most
important to the portrayal of a company's financial condition and
operating results, and require management to make its most difficult and
subjective judgments, often as a result of the need to make estimates of matters
that are inherently uncertain. Based on this definition, the Registrant's
most critical accounting policies include the use of estimates in the
preparation of financial statements. The methods, estimates and judgments the
Registrant uses in applying these most critical accounting policies have a
significant impact on the results the Registrant reports in its financial
statements.

                    12
<PAGE>

     The preparation of the financial statements contained in this report
requires the company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure
of contingent assets and liabilities. On an on-going basis, the Registrant
evaluates these estimates, including those related to revenue recognition and
concentration of credit risk. The Registrant bases its estimates on historical
experience and on various other assumptions that is believes to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the 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.

Forward Looking Statements.

     The foregoing management's discussion and analysis of financial
condition and results of operations contains "forward looking statements"
within the meaning of Rule 175 of the Securities Act of 1933, as amended, and
Rule 3b-6 of the Securities Act of 1934, as amended. The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and similar
expressions identify forward-looking statements. These are statements that
relate to future periods and include, but are not limited to, statements as
to the Registrants estimates as to the adequacy of its capital resources,
its need and ability to obtain additional financing, its operating losses
and negative cash flow, and its critical accounting policies. Forward-looking
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those projected. These risks and
uncertainties include, but are not limited to, those discussed above. These
forward-looking statements speak only as of the date hereof. The Registrant
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in its expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based.

<PAGE>

ITEM 3. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

Within the 90 days prior to the end of the period covered by this report, the
Registrant carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures pursuant to Rule 13a-15
under the Securities Exchange Act of 1934, as amended ("Exchange Act"). This
evaluation was done under the supervision and with the participation of the
Registrant's president. Based upon that evaluation, he concluded that the
Registrant's disclosure controls and procedures are effective in gathering,
analyzing and disclosing information needed to satisfy the Registrant's
disclosure obligations under the Exchange Act.

Changes in Disclosure Controls and Procedures.

   There were no significant changes in the Registrant's disclosure controls and
procedures, or in factors that could significantly affect those controls and
procedures since their most recent evaluation.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     On July 24, 1999, I-Flow Corporation (I-Flow) filed a suit against the
Registrant, which claimed that the Company's products infringed on proprietary
rights claimed by I-Flow. The I-Flow litigation resulted in a final judgment
being entered against the Company on May 26, 2000, in the amount of $1,344,582.
The judgment also enjoins the Company from further sales of infringing products.

ITEM 2. CHANGES IN SECURITIES.

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     Not Applicable.

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

     None

ITEM 5. OTHER INFORMATION.

     None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

Exhibits.

     Exhibits included or incorporated by reference herein are set forth in
the attached Exhibit Index.

Reports on Form 8-K.

     The Registrant did not file any reports on Form 8-K during the quarter
of the fiscal year covered by this Form 10-QSB.

                    13

<PAGE>
                  SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                    NVCN CORPORATION.


Dated: March 19, 2008         By: /s/ Gary Borglund
                        -------------
                        Gary Borglund,
                        Principal Executive Officer
                        and Principal Financial Officer

                    14


<PAGE>
                 EXHIBIT INDEX

NUMBER      DESCRIPTION
------      -----------
 31       RULE 13a-14(a)/15d-14(a) CERTIFICATION
 32       SECTION 1350 CERTIFICATION

                    15