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 FEBRUARY 28, 2002

                                       OR

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

                         COMMISSION FILE NUMBER: 0-13187

                                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].

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

      As of February 28, 2002, the Registrant had 1,248,334 shares of common
stock issued and outstanding.

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

                                        1

<PAGE>

                                TABLE OF CONTENTS

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

      ITEM 1. FINANCIAL STATEMENTS

              BALANCE SHEET AS OF
              FEBRUARY 28, 2002 ..........................................     3

              STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED
              FEBRUARY 28, 2002 AND FEBRUARY 29, 2001 ....................     4

              STATEMENTS OF CASH FLOWS
              FOR THREE MONTHS ENDED
              FEBRUARY 28, 2002 AND FEBRUARY 29, 2001 ....................     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
                                FEBRUARY 28, 2002
                                   (UNAUDITED)

<TABLE>
<S>                                                                <C>
                                     ASSETS
Total Assets                                                       $          0
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
   Accounts Payable and Accrued Expenses                           $     59,016
   Accrued Interest                                                     211,743
                                                                   ------------
         Total Current Liabilities                                      270,759

Long Term Liabilities
         Accrued Litigation Settlement                                1,344,582
         Notes Payable- Related Parties                                 104,269
                                                                   ------------
         Total Long Term Liabilities                                  1,448,851
                                                                   ------------

Total Liabilities                                                     1,719,610
                                                                   ------------

Stockholders' Deficit
   Common Stock, $0.001 Par Value;
      Authorized 50,000,000 shares;
      Issued and Outstanding 1,248,334 Shares                             1,248
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)                                      (10,669,422)
                                                                   ------------

         Total Stockholders' Deficit                                 (1,719,610)
                                                                   ------------

                                                                   $          0
                                                                   ============
</TABLE>

           See accompanying notes to consolidated financial statements

                                        3

<PAGE>

                                NVCN CORPORATION
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED               NINE MONTHS ENDED
                                                          FEBRUARY 28                     FEBRUARY 28
                                                     2002            2001            2002            2001
                                                 ------------    ------------    ------------    ------------
<S>                                              <C>             <C>             <C>             <C>
Sales                                            $         --    $         --              --              --

      Gross Profit (Loss)                                  --              --              --              --

Selling, General, and Administrative Expenses          40,761          23,530          92,284          85,890

Net Income (Loss) Before Income Taxes                 (40,761)        (23,530)        (92,284)        (85,890)

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

      Net Income (Loss) from
         Continuing Operations                        (40,761)        (23,530)        (92,284)        (85,890)

      Net Income (Loss)                          $    (40,761)   $         --         (92,284)        (85,890)
                                                 ============    ============    ------------    ------------

Basic and Diluted Loss Per Common Share
      Net Income (Loss)                          $      (0.03)   $      (0.02)   $      (0.07)   $      (0.07)
                                                 ============    ============    ------------    ------------

Weighted Average Number of Common Shares
   Used to Compute Net Income (Loss) per
   Weighted Average Share                           1,248,334       1,248.334       1,248,334       1,248,334
                                                 ============    ============    ------------    ------------
</TABLE>

           See accompanying notes to consolidated financial statements

                                        4

<PAGE>

                                NVCN CORPORATION
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   NINE MONTHS ENDED
                                                                       FEBRUARY 28,
                                                                   2001          2000
                                                                ----------    ----------
<S>                                                             <C>           <C>
Operating Activities
   Net Income (Loss) Before Extraordinary Item                  $  (92,284)   $  (85,890)
   Adjustments to Reconcile Net (Loss) to Net Cash
      (Required) by Operating Activities:

         Accounts payable                                           92,284        85,890

            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        (3,294)

            Net Cash Required by Investing Activities                    0        (3,294)
                                                                              ----------
Financing Activities:

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

Increase (Decrease) in Cash and  Cash Equivalents                        0        (3,294)

Cash and Cash Equivalents at Beginning Of Period                         0        (3,294)
                                                                ----------    ----------
Cash and Cash Equivalents at End of  Period                     $        0             0
                                                                ==========    ----------

Supplemental schedules of cash flow information:
   25,00 shares of common stock issued
   for conversion of note payable                               $        0        30,000

   Elimination of accrued compensation liabilities
   In exchange for all assets existing as of May 31, 2000                0       392,711

   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, 2002. 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, 2001

                                        6

<PAGE>

NOTE 2:     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.

REVENUE RECOGNITION.

Revenue is recognized on a completed contract basis, i.e., when the product or
services are provided.

INVENTORY

Inventory is valued at specific identification adjusted to the lower of cost or
market value.

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 first quarter 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 $92,284for the nine months ending February 28, 2002. As
of February 28, 2002, the Company reported an accumulated deficit of
$10,669,422. 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 February 28, 2002, 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:     SUBSEQUENT EVENTS

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

In December 2003, the Company executed an agreement with their stock transfer
agent to settle all past outstanding obligations for $ 8,000. The payment was
subsequently made in January 2004 per the terms of the agreement. As part of the
settlement, the Company entered into an agreement to retain the stock transfer
agent through December 2006 at the mutually agreed rate of $ 600 per month.

Minnesota Statutes Sections 336.2-725 and 541.05, state that any action for any
breach of contract or product defect claim, respectively, must be commenced
within four years of the date that the cause of action arose. These statues of
limitation effectively bar a creditor from bringing legal action against the
Company for transactions beyond the four year limit. For this reason, and since
the Company has not conducted business for over four years, management of the
Company believes that all liabilities of the Company other than the I-Flow
patent infringement judgment and the note payable to a related party are time
barred. The Company has accounted for previously outstanding and previously
potential liabilities accordingly.

When the statute of limitation has expired for any liability, the Company will
remove that liability from the books of the Company and apply any gain or loss
to paid-in capital.

On the basis of the foregoing, the following liabilities will be eliminated on
or before May 31, 2004:

<TABLE>
<S>                                 <C>
Accounts Payable                    $ 43,716
Accrued Interest                      58,190
Notes Payable- Related parties        89,269
                                    --------
Total Liabilities Eliminated:       $191,175
                                    ========
</TABLE>

                                        8

<PAGE>

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 of $ 270,759. 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.

CAPITAL EXPENDITURES.

      There were no capital expenditures during the quarter ended February 28,
2002.

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: $40,761 for the three month period
and $ 92,284 for the nine months periods ended February 28, 2002, compared to
$23,530 for the three month period and $ 85,890 for the nine months period ended
February 29, 2001. At February 28, 2002, the Registrant had an accumulated
deficit of $10,669,422. 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 February 29, 2001 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, which could require the company to:

o     curtail operations significantly;

                                       10

<PAGE>

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.

      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.

                                       11

<PAGE>

(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.

(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.

                                       12

<PAGE>

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.

      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 Registrant's 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.

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.

                                       13

<PAGE>

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.

                                       14

<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 17, 2008               By: /s/ Gary Borglund
                                        -----------------
                                    Gary Borglund, Principal Executive Officer
                                    and Principal Financial Officer

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Number   Description
------   -----------
<S>      <C>
  31     RULE 13a-14(a)/15d-14(a) CERTIFICATION OF GARY BORGLUND

  32     SECTION 1350 CERTIFICATION OF GARY BORGLUND
</TABLE>

                                       15