UNITED STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington, DC 20549





FORM 10-K/A





(Mark One)





x


ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended September 30,
2008


 ̈


TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from
______________to ____________





Commission File Number
333-127597





BOVERAN DIAGNOSTICS,
INC.


(Name of small business issuer in its
charter)


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





Issuer’s telephone number(954)
495-9334





Securities registered under Section
12(b) of the Exchange Act:None





Securities registered under Section
12(g) of the Exchange Act:None





Check whether the issuer is not required
to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ̈





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.  YesxNo ̈





Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B contained in this
form, and no disclosure will be contained, to the best of the registrant’s
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A.x





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


Yes ̈Nox





The issuer’s revenue for the most recent
fiscal year ended September 30, 2008 was $247,023. all attributable to
discontinued operations.





The aggregate market value of the voting
and non-voting common equity held by non-affiliates was $300,000 as of December
31, 2008, based upon the per share closing sale price of $0.05 on such
date.





As of December 31, 2008, there were
outstanding 24,000,000 shares of the registrant’s common stock, $.001 par value
per share.





Transitional Small Business Disclosure
Format:  Yes ̈Nox








Explanatory
Note





The
Company is filing this Amendment No. 1 to its Annual Report on Form 10-K/A for
the fiscal year ended September 30, 2008 for the purpose of revising its
disclosure under, "Item 8A. Controls and Procedures" the complete text of which
is contained herein as well as changes made to the Statement of Operations to
reflect the discontinuance of the Company's yacht brokerage operation. In
addition, Note 8 was amended to add the method of valuation for common stock
issued during the time period; and the disclosures in the certifications set
forth in Exhibits 31.1 and 31.2 and a conforming change to Exhibit 32, were made
thereto.  Except as discussed in this Explanatory Note, no other
changes have been made to the original filing of the Form 10-KSB which was filed
in February of 2009.








Form 10-K/A


For the Fiscal Year Ended September 30,
2008





TABLE OF CONTENTS




PagePART IItem
      1. Description of Business.
                      3Item
      2. Description of Property.
                      4Item
      3. Legal Proceedings.
                      4Item
      4. Submission of Matters to a Vote of Security Holders.
                      4PART
      IIItem
      5. Market for Common Equity and Related Stockholder
    Matters.
                      5Item
      6. Management’s Discussion and Analysis.
                      6Item
      7. Financial Statements.
                      11Item
      8. Changes In and Disagreements With Accountants on Accountingand
      Financial Disclosure.
                      22Item
      8A. Controls and Procedures.
                      22PART
      IIIItem
      9. Directors, Executive Officers, Promoters, Control Persons andCorporate
      Governance; Compliance With Section 16(a) of the Exchange
    Act.
                      22Item
      10. Executive Compensation.
                      23Item
      11. Security Ownership of Certain Beneficial Owners and Managementand
      Related Stockholder Matters.
                      24Item
      12. Certain Relationships and Related Transactions, and Director
      Independence.
                      25Item
      13. Exhibits.
                      25Item
      14. Principal Accountant Fees and Services.
                      26
  2




Form 10-K/A


For the Fiscal Year Ended September 30,
2008





PART I





Forward Looking
Statement





This Annual Report on Form 10-K/A
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
including, without limitation, statements regarding our expectations, beliefs,
intentions or future strategies that are signified by the words “expects,”
“anticipates,” “intends,” “believes,” “estimates” or similar language. All
forward-looking statements included in this document are based on information
available to us on the date hereof. We caution investors that our business and
financial performance and the matters described in these forward-looking
statements are subject to substantial risks and uncertainties. For further
information regarding these risks and uncertainties, please refer to publicly
available documents that we have filed with the Securities and Exchange
Commission (the “SEC”). Because of these risks and uncertainties, some of which
may not be currently ascertainable and many of which are beyond our control,
actual results could differ materially from those projected in the
forward-looking statements. Deviations between actual future events and our
estimates and assumptions could lead to results that are materially different
from those expressed in or implied by the forward looking statements. We do not
intend to update these forward looking statements to reflect actual future
events.  The terms “Boveran,” “Boveran Diagnostics,” “we,” “us,” “our,” and
the “Company” refer to Boveran Diagnostics, Inc.





Item 1.


Description of
Business.





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. Although it has not yet done so, the
Company’s strategy has since been to acquire established pathology labs and
medical diagnostic companies and introduce new automation and cancer detection
technologies to the marketplace. The Company believes that the application of
automated cancer detection technologies will provide physicians and laboratories
with the genomic information necessary to determine the presence or absence of
cancer by reducing the uncertainty for the pathologist and consumer by
eliminating false positive and false negatives resulting from current
conventional and inaccurate cancer diagnostic techniques.





In pursuance of this new business
direction, on July 26 2008, Z Yachts entered into an Asset Purchase Agreement
(the “Asset Purchase Agreement”) with Speedy X Change., a Wisconsin corporation
(“Purchaser”), which is controlled by Jason Eck (“Eck”), a director of Z Yachts
and of the Company. On July 26, 2008, the Company agreed to sell to Purchaser,
on an “AS IS” “WHERE IS” basis, certain assets consisting of the Company’s
furniture, trade exposition booth and website and certain Escrow Deposits
relating to pending boat sales (“Purchased Assets”).  The purchase price
for the Purchased Assets was $6,927. Of this amount, $3,581 comprised certain
assumed liabilities and the remaining $3,346 was paid in lieu of a partial
release of amounts loaned by Eck to the Company, with the remaining outstanding
amount still owed to Eck to remain due and payable (“Eck Partial Release”).
  The Purchase Price was determined based on the carrying value of the
Purchased Assets on the books of the Company.




3




In furtherance of the new business plan,
the Company’s board of directors, on July 26, 2008, approved the resignations of
James G. Weller from his positions as Chief Executive Officer, President and a
director of the Company effective July 26, 2008 and Regina F. Weller from her
positions as Chief Financial Officer, Treasurer  and Secretary effective
July 26, 2008.  On this same date, the Company’s board of directors
appointed Anthony K. Welch as Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, President, Secretary, Treasurer and a director of
the Company to be effective immediately upon the aforementioned resignations,
which were presented and accepted by the Company on July 26, 2008. On August 22,
2008, the Company’s remaining board of directors established a Business Advisory
Board and appointed Dr. Kary Mullis, PhD, Jr. as chairman and as a member of the
Business Advisory Board and Dr. Peter Duesberg, PhD, Jr. as a member of the
Business Advisory Board.





Item 2.


Description of
Property.





Our corporate office is maintained at
638 Main Street, Lake Geneva, Wisconsin 53147. Our corporate office is in good
condition, and we believe that this facility is adequate to meet our current
needs and is sufficient to conduct our operations.




Item 3.


Legal Proceedings.





We are not a party to any proceedings or
threatened proceedings as of the date of this filing.





Item 4.


Submission of Matters to a Vote of
Security Holders.





The following matters were submitted to
a vote of security holders during the fourth quarter of the fiscal year covered
by this report:





On July 9, 2008, the Company’s board of
directors believed it was in the best interest of the Company to issue Weller
Enterprises, Inc. 91,657 restricted shares of the Corporation’s common stock in
consideration for services James Weller rendered, to issue Weller Enterprises,
Inc. 91,657 restricted shares of the Corporation’s common stock in consideration
for services Gina Weller rendered, to issue Jason Eck 91,657 restricted shares
of the Corporation’s common stock in consideration for services rendered, to
issue Sandy Martini 150,000 restricted shares of the Corporation’s common stock
in consideration for services rendered, to issue Kellie Saragusa 3,002
restricted shares of the Corporation’s common stock in consideration for
services rendered, to issue Epi Almodovar 2,000,000 restricted shares of the
Corporation’s common stock in consideration for services rendered, and to issue
Kwajo Sarfoh 2,000,000 restricted shares of the Corporation’s common stock in
consideration for services rendered.





On July 11, 2008, the Company’s majority
stockholders executed a non-binding Amended Term Sheet (“Term Sheet”) with
Boveran, Inc. with respect to a proposed transaction at a time to be determined
in the future whereby certain selling shareholders of the Company would sell a
controlling interest in the Company to Boveran, Inc. and Boveran, Inc. would
merge with the Company. Pursuant to such Term Sheet, Boveran, Inc. would assume
certain accounts payable and shareholder loans of the Company and certain
principals of the Company would exchange the principal amount of loans they have
made to the Company for an aggregate of 591,000 shares of the Company’s common
stock. Pursuant to such Term Sheet, Boveran, Inc. would purchase 17,499,000
shares of common stock for a total purchase price of $692,510.  Pursuant to
the Term Sheet, the Company issued an aggregate of 4,000,000 shares of the
Company’s common stock to Mssrs. Almodovar and Sarfoh who provided advisory
services to the Company in connection with the proposed transaction. Further,
other than the shares proposed to be sold to Boveran Inc., no more than
7,092,000 shares of the Company’s common stock would be outstanding at the time
of the closing of the proposed transaction.  The proposed transaction is
subject to the negotiation and execution of a Stock Purchase Agreement and
related documentation and satisfaction of all terms and conditions to be
detailed therein.




On July 26, 2008, the Company’s board of
directors approved the sale of assets subject to the terms of the Asset Purchase
Agreement and determined that such transaction was in the best interests of the
Company and its stockholders.





On July 26, 2008, the Company’s board of
directors approved  of the resignations of James G. Weller from his
positions as Chief Executive Officer, President and a director of the Company
effective July 26, 2008 and Regina F. Weller from her positions as Chief
Financial Officer, Treasurer  and Secretary effective July 26, 2008.
 The letters of resignation for of James G. Weller and Regina F. Weller
were filed as Exhibits 10.4 and 10.5 to the Form 8-K, respectively, filed on
August 1, 2008.


4





On this same date, the Company’s board
of directors appointed Anthony K. Welch as Chief Executive Officer, Chief
Financial Officer, principal accounting officer, President, Secretary, Treasurer
and a director of the Company to be effective immediately upon the
aforementioned resignations, which were presented and accepted by the Company on
July 26, 2008.





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 July 26, 2008,
the Company’s board of directors agreed to adopt a business plan of cancer
detection technologies and plans to acquire established pathology labs and
medical diagnostic companies and introduce new automation and cancer detection
technologies to the marketplace.





On July 26, 2008, in support of its new
business plan, the Company’s directors and the majority stockholders approved to
amend the Company’s certificate of incorporation to change the name of the
Company to Boveran Diagnostics, Inc. The certificate of amendment was filed with
the Nevada Secretary of State on July 31, 2008, with an effective date of August
13, 2008.





On July 26, 2008, the Company’s
directors and the majority stockholders approved to amend the Company’s
certificate of incorporation to change the name of the Company to Boveran
Diagnostics, Inc., to reauthorize Fifty Million (50,000,000) shares of common
stock, $.001 par value per share of common stock, and to authorize Ten Million
(10,000,000) shares of preferred stock, $.001 par value per share of preferred
stock.





On July 26, 2008, the Company approved
that the directors and the majority stockholders of the Company are authorized,
in their sole discretion, to affect a reverse split of the Company's common
stock based upon a ratio of not less than one-for-two nor more than one-for-five
shares at any time subsequent to August 1, 2009. Notwithstanding the approval of
this resolution, the directors and majority stockholders may, in their sole
discretion, determine not to effect, and abandon, the reverse stock split
without further action by the Company’s Directors and the Majority
Stockholders.





PART II





Item 5.


Market for Common Equity and Related
Stockholder Matters.





Market Information





On August 18, 2008, our symbol was
changed from “ZYAT” to “BOVD” in conjunction with our change of name from Z
Yachts, Inc. to Boveran Diagnostics, Inc.  Our common stock was first
cleared for quotation on the OTCBB under the symbol “ZYAT” on December 6, 2007.
 Prior to that, there was no market for our common
stock.





Holders of Record





As of December 31, 2008 we had fifty-one
(51) registered holders of our common stock.





Dividend Policy





There are no restrictions in our
articles of incorporation or bylaws that prevent us from declaring dividends.
The Nevada Revised Statutes, however, do prohibit us from declaring dividends
where, after giving effect to the distribution of the
dividend:





1.


We would not be able to pay our debts as
they become due in the usual course of business; or


2.


Our total assets would be less than the
sum of our total liabilities plus the amount that would be needed to satisfy the
rights of shareholders who have preferential rights superior to those receiving
the distribution.


5





We have not declared any cash dividends
on our common stock since our inception and do not anticipate paying such
dividends in the foreseeable future.  We plan to retain any future earnings
for use in our business.  Any decisions as to future payments of dividends
will depend on our earnings and financial position and such other facts, as our
board of directors deems relevant.  There are no present loan agreements or
other agreements that impose any restrictions on the payment of
dividends.





Unregistered Sales of Equity
Securities





On July 9, 2008, the Company’s board of
directors issued a total of 4,427,973 shares to the following entity and
individuals: Weller Enterprises on behalf of James Weller and Gina Weller, Jason
Eck, Sandy Martini, Kellie Saragusa, Epi Almodovar and Kwajo Sarfoh in
consideration for services rendered on behalf of the Company.  We claim an
exemption from registration afforded by Section 4(2) of the Securities Act
because of the limited number of persons involved in each transaction, our
previous relationship with the recipients, the access of such person to
information about us that would have been available in a public offering and the
absence of any public solicitation or advertising.  Also, the recipients
took the securities for investment and not resale and we took appropriate
measures to restrict transfer.





Item 6.


Management’s Discussion and
Analysis.





You should read the following
Management’s Discussion and Analysis together with our financial statements and
notes to those financial statements included elsewhere in this report. This
discussion contains forward-looking statements that are based on our
management’s current expectations, estimates and projections about our business
and operations. Our actual results may differ from those currently anticipated
and expressed in such forward-looking statements. The terms “Boveran” “we,”
“us,” “our,” and the “Company” refer to Boveran Diagnostics,
Inc.





Overview





The Company’s strategy is to acquire
established pathology labs and medical diagnostic companies and introduce new
automation and cancer detection technologies to the marketplace. The Company
believes that the application of automated cancer detection technologies will
provide physicians and laboratories with the genomic information necessary to
determine the presence or absence of cancer by reducing the uncertainty for the
pathologist and consumer by eliminating false positive and false negatives
resulting from current conventional and inaccurate cancer diagnostic
techniques.





Results of Operations For The Year Ended
September 30, 2008 Compared to the Year Ended September 30,
2007





Our brokerage income for the twelve
months ended September 30, 2008 was $247,023.  This was a decrease of
$107,177, or 30%, as compared to brokerage income of $354,200 for the twelve
months ended September 30, 2007.  The decrease in brokerage income was due
to a decrease in the number of vessels sold due to tighter credit conditions and
the overall current unfavorable market conditions and also from a change in our
business from a full-service brokerage company to a cancer detection technology
company.





General and administrative expenses
(inclusive of discontinued operations) for the twelve months ended September 30,
2008 were $714,812.  This was a decrease of $14,599, or 2%, as compared to
general and administrative expenses (inclusive of discontinued operations) of
$729,411 for the twelve months ended September 30, 2007.




Depreciation expense for the twelve
months ended September 30, 2008 was $3,653.  This is a decrease of $1,060,
or 23%, as compared to depreciation expense of $4,713 for the twelve months
ended September 30, 2007.  The decrease in depreciation expense was due to
a reduction in fixed assets.





Interest expense for the twelve months
ended September 30, 2008 was $36,754.  This is a decrease of $6,652, or
15%, as compared to interest expense of $43,406 for the twelve months ended
September 30, 2007.  The decrease in interest expense is due to a decrease
in outstanding debt.


6





Other income for the twelve months ended
September 30, 2008 was $56,603.  This was an increase of $56,603, or 100%,
as compared to other income of $0 for the twelve months ended September 30,
2007.  The increase is primarily attributable to the receipt of
non-refundable deposit of $50,000.





We had no gain on the sale of assets for
the twelve months ended September 30, 2008, as compared to the gain on the sale
of assets of $10,000 for the twelve months ended September 30,
2007.




We had net loss of $451,593 (or basic
and diluted loss per share of $0.02) for the twelve months ended September 30,
2008, as compared to net loss of $413,330 (or basic and diluted loss per share
of $0.02) for the twelve months ended September 30, 2007.  The increase in
net loss was primarily due to the decrease in net brokerage income, discussed
above.





Liquidity and Capital
Resources





As of September 30, 2008, we had total
current assets of $4,295 consisting of a deposit of $4,245, and other current
assets of $50.





As of September 30, 2008, we had total
current liabilities of $916,492 consisting of loans from stockholders of
$451,652, bank lines of credit of $243,221, accounts payable to related parties
of $73,846, accrued expenses of $55,271, a note payable of $40,430 which is in
default (discussed below), accounts payable of $51,537 and bank overdraft of
$535. Accrued expenses consisted of credit card liabilities and accrued
interest.  See “Item 12. Certain relationships and Related Transactions”
for a discussion regarding the loans from stockholders and accounts payable to
related parties.





We had negative working capital of
$912,197 as of September 30, 2008. The ratio of current assets to current
liabilities was .005% as of September 30, 2008.





During the twelve months ended September
30, 2008, net cash decreased $175; consisting of $15,572 provided by operating
activities, $11,500 used in financing activities and $4,247 used in investing
activities.





Cash flows from operations were not
sufficient to fund our requirements during the twelve months ended September 30,
2008. Our current cash requirements are approximately $6,500 per month. To make
up the short fall, we utilized a portion of the $50,000 non-refundable deposit
we received upon executing a non-binding Amended Term Sheet that was executed on
July 11, 2008 with Boveran, Inc., an unrelated third party cancer detection
technology company, with respect to a proposed transaction whereby certain
shareholders of the Company would sell a controlling interest in the Company to
Boveran, Inc. and Boveran, Inc. would merge with the
Company.





We are in the process of negotiating our
outstanding debt with our 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.




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 is currently in default, in which event, we have agreed to
confess or stipulate judgment against us for all outstanding principal, unpaid
interest and all other amounts due under the note in any lawsuit filed by the
holder, and the amount of the judgment will be immediately due and payable.
 We have contacted the holder in an effort to extend the date of repayment
of the note, but there can be no assurance that we will be successful in
negotiating an extension; therefore, we could suffer a judgment related to the
note.





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 $100,000 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 and have not yet incurred any marketing or technology
expenditures.


7


We plan to obtain additional capital
from the sale of our common stock or through additional loans from our
stockholders and if we are unsuccessful in such efforts we will delay or curtail
the new business direction of cancer detection technologies or seek a business
combination or merger transaction.  At this time, we have not secured or
identified any additional financing. 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. If we do not raise additional capital
or generate additional funds on terms satisfactory to us, or at all, it could
cause us to further delay, curtail, scale back or forgo some or all of our
operations such as withdrawing from the cancer detection technology market or we
could cease to exist.





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 fiscal 2008, 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.





Plan of Operations for the Year Ending
September 30, 2008





We intend to grow our existing
organization by obtaining financing and acquiring established pathology labs and
medical diagnostic companies and introducing new automation and cancer detection
technologies to the marketplace. If we are unable to obtain the requisite
financing we will withdraw from the cancer detection market and seek a business
combination or merger transaction.





Risk Factors





Our financial condition and results of
operations raise substantial doubt about our ability to continue as a going
concern.





As of September 30, 2008, we had total
stockholders’ deficit of $912,197, including an accumulated operating deficit of
$2,475,186.  In addition, we incurred net losses of $451,593 and $413,330
for the twelve months ended September 30, 2008 and 2007, respectively.  Our
ability to continue as a going concern is dependent upon our ability secure
additional funding and attaining profitable operations.  We do not have any
commitments and have not identified sources of additional funding and we cannot
assure you that we will be able to attain or maintain profitable operation.
 These conditions raise substantial doubt as to our ability to continue as
a going concern.


8





We have losses which we expect to
continue into the future and there is no assurance our future operations will
result in profitable revenues.  If we cannot generate sufficient revenues
to operate profitably or we are unable to raise additional funds, we may enter
into a business combination which may ultimately decrease shareholder value or
cause us to cease operations.





We expect to incur operating losses in
future periods due to the change in our business to cancer detection
technologies from yacht brokerage sales.  We cannot be sure that we will be
successful in generating revenues in the future and in the event we are unable
to generate sufficient revenues or raise additional funds we will analyze all
avenues of business opportunities.  Management may consider a merger,
acquisition, joint venture, strategic alliance, a roll-up, or other business
combination to increase business and potentially increase the liquidity of the
Company.  Such a business combination may ultimately fail, decreasing the
liquidity of the Company and shareholder value or cause us to cease operations,
and investors would be at risk to lose all or part of their investment in
us.





We may incur debt to finance continued
operation.





We may borrow money from our executive
management or third persons to fund our operations.  If indebtedness is
incurred, a portion of our cash flow from operations will be dedicated to the
payment of interest and principal payments on our indebtedness and the lenders
may be granted a security interest in our assets.  There is no assurance
that our cash flows will be sufficient to fund total debt service requirements
in the future.





We have a short operating history from
which to evaluate our prospects.





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 July 26, 2008,
the Company’s board of directors agreed to adopt a business plan of cancer
detection technologies. Our new planned operations are subject to the risks
inherent in the establishment of a new business enterprise including the ability
to attract and retain management and operating personnel, availability of
adequate financing, management of daily operations, implementation of
communication and control systems, and acceptance of new business methods.
 We do not have an adequate history of operations from which to evaluate
our performance.





We are dependent upon certain key
officers and employees.





Our success is dependent upon the
expertise and management decisions of Anthony K. Welch as Chief Executive
Officer, Chief Financial Officer, Principal Accounting Officer, President,
Secretary, Treasurer and a director of the Company.  The loss of services
of Mr. Welch could adversely affect our financial condition and results of
operations.





Our Board of Directors is not
independent.





We do not have independent members of
our Board of Directors or an Audit Committee or Compensation Committee of our
Board of Directors.  There is a potential conflict in that the members of
the Board of Directors will be solely responsible for establishing the
compensation paid to themselves as officers and will be responsible for
selecting and compensating the auditor that will review our financial records,
which they are responsible for preparing.




9




The
market for our common stock is highly sporadic, illiquid and
volatile.





On August 18, 2008, our symbol was
changed from “ZYAT” to “BOVD” in conjunction with our change of name from Z
Yachts, Inc. to Boveran Diagnostics, Inc.  Our common stock was first
cleared for quotation on the OTCBB under the symbol “ZYAT” on December 6, 2007.
 Prior to that, there was no market for our common stock. The trading price
of our common stock has been volatile since it began trading and will likely
continue to be volatile. The trading price of our common stock may fluctuate
widely in response to various factors, some of which are beyond our control.
These factors include:





·


Quarterly variations in our results of
operations or those of our competitors;


·


Announcements by us or others about our
business, development, significant contracts or results of operations or other
matters;


·


The volume of shares of common stock
available for public sale;


·


Sales of stock by our stockholders;
and





Additionally, at present, we have a very
limited number of shares in our public float, and as a result, there could be
extreme fluctuations in the price of our common stock and the ability to buy and
sell our shares could be impaired.





The application of the “Penny Stock
Regulations” could adversely affect the price of our common
stock.




Our common stock is deemed a penny
stock.  Penny stocks generally are equity securities with a price of less
than $5.00 per share other than securities registered on certain national
securities exchanges or quoted on the NASDAQ Stock Market.  The “penny
stock rules” impose additional sales practice requirements on broker-dealers who
sell such securities to persons other than established customers and accredited
investors (generally those with assets in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 together with their spouse).  For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of such securities and have received
the purchaser’s written consent to the transaction prior to the purchase.
 Additionally, the “penny stock rules” require the delivery prior to the
transaction, of a disclosure schedule prescribed by the United States Securities
and Exchange Commission relating to the penny stock market.  The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities.  Finally, monthly statements must be sent disclosing recent
price information on the limited market in penny stocks.  Consequently, the
“penny stock rules” may restrict the ability of broker-dealers to sell our
securities and may have the effect of reducing the level of trading activity of
our Common Stock in the secondary market.


10





Item
7.


Financial
Statements.





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders of


Boveran
Diagnostics, Inc.


Lake
Geneva, WI





We have
audited the accompanying balance sheet of Boveran Diagnostics, Inc. as of
September 30, 2008 and the related statements of operations, changes in
stockholders’ deficit and cash flows for each of the years in the two-year
period ended September 30, 2008.  Boveran Diagnostics, Inc.’s management is
responsible for these financial statements.  Our responsibility is to
express an opinion on these financial statements based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  The company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the company’s internal control
over financial reporting.  Accordingly, we express no such opinion.
 An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Boveran Diagnostics, Inc. as of
September 30, 2008 and the results of its operations and its cash flows for each
of the years in the two-year period ended September 30, 2008 in conformity with
accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming that Boveran
Diagnostics, Inc. will continue as a going concern.  As discussed in Note 2
to the financial statements, Boveran Diagnostics, Inc. has suffered recurring
losses from operations, which raises substantial doubt about its ability to
continue as a going concern.  Management’s plans regarding those matters
are described in Note 2.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





/s/
D’Arcangelo & Co., LLP


February
13, 2009


Poughkeepsie,
New York


11





Boveran
Diagnostics, Inc


Balance
Sheet


September
30, 2008





September 30,
                                2008AssetsEscrow
       deposit
                              
                              $
                              4,245Other
      current asset
                              
                              
                              50Total
      current assets
                              
                              
                              4,295Fixed
      assets, net of accumulated depreciationof
      $13,179
                              
                              
                              -Total
      assets
                              
                              $
                              4,295Liabilities
      and Stockholders’ DeficitBank
      overdraft
                              
                              $
                              535Escrow
      liability
                              
                              
                              -Accounts
      payable
                              
                              
                              51,537Accounts
      payable - related parties
                              
                              
                              73,846Accrued
      expenses
                              
                              
                              55,271Loans
      from stockholders
                              
                              
                              451,652Note
      payable
                              
                              
                              40,430Bank
      lines of credit
                              
                              
                              243,221Total
      current liabilities
                              
                              
                              916,492Stockholders'
      deficitPreferred
      stock, $.001 par value, 10,000,000 sharesauthorized,
      0 issued and outstanding
                              
                              
                              -Common
      stock, $.001 par value, 50,000,000 sharesauthorized,
      24,000,000issued
      and outstanding
                              
                              
                              24,000Additional
      paid in capital
                              
                              
                              1,538,989Accumulated
      deficit
                              
                              
                              (2,475,186
                              )Total
      stockholders' deficit
                              
                              
                              (912,197
                              )Total
      liabilities and stockholders' deficit
                              
                              $
                              4,295





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


12


Boveran
Diagnostics, Inc.


Statements
of Operations


Years
Ended September 30, 2008 and September 30, 2007





2008
                
                
                2007Revenue
                
                $
                -
                
                
                $
                -Operating
      expensesGeneral
      and administrative
                
                
                575,981
                
                
                
                511,791Depreciation
      expense
                
                
                3,653
                
                
                
                4,713Total
      operating expenses
                
                
                579,634
                
                
                
                516,504Loss
      from operations
                
                
                (579,634
                )
                
                
                (516,504
                )Other
      income/(expense)Interest
      expense
                
                
                (36,754
                )
                
                
                (43,406
                )Other
      income
                
                
                56,603
                
                
                
                -Gain
      on sale of assets
                
                
                -
                
                
                
                10,000Total
      other income/(expense)
                
                
                19,849
                
                
                
                (33,406
                )Loss
      from continuing operations before benefit from income
taxes
                
                
                (559,785
                )
                
                
                (549,910
                )Benefit
      from income taxes
                
                
                37,867
                
                
                
                47,803Total
      loss from continuing operations
                
                
                (521,918
                )
                
                
                (502,107
                )Discontinued
      operationsIncome
      from operations of discontinued brokerage business, net of income tax
      expense
                
                $
                70,325
                
                
                $
                88,777Net
      loss
                
                $
                (451,593
                )
                
                $
                (413,330
                )Basic
      and diluted loss per share from continuing operations
                
                
                (0.03
                )
                
                
                (0.03
                )Basic
      and diluted income per share from discontinued operations
                
                
                -
                
                
                
                -Net
      basic and diluted loss per share
                
                
                (0.02
                )
                
                
                (0.02
                )Weighted
      average shares outstanding
                
                
                20,409,096
                
                
                
                19,190,316


13





Boveran
Diagnostics, Inc.


Statements
of Cash Flows


Years
Ended September 30, 2008 and 2007





2008
                    
                    
                    2007Cash
      Flows From Operating ActivitiesNet
      loss
                    
                    $
                    (451,593
                    )
                    
                    $
                    (413,330
                    )Adjustments
      to reconcile net loss to netcash
      used in operating activities:Depreciation
      expense
                    
                    
                    3,653
                    
                    
                    
                    4,713Non-cash
      services paid with equity interest
                    
                    
                    30,996
                    
                    
                    
                    712,500Note
      payable issued for services
                    
                    
                    -
                    
                    
                    
                    18,430Gain
      on sale of assets
                    
                    
                    -
                    
                    
                    
                    (10,000
                    )Changes
      in:Cash,
      escrow
                    
                    
                    11,500
                    
                    
                    
                    (8,700
                    )Escrow
      deposit
                    
                    
                    (4,245
                    )
                    
                    
                    -Other
      current asset
                    
                    
                    390,535
                    
                    
                    
                    (366,585
                    )Bank
      overdraft
                    
                    
                    535
                    
                    
                    
                    -Accounts
      payable
                    
                    
                    (2,111
                    )
                    
                    
                    3,473Accounts
      payable - related parties
                    
                    
                    12,851
                    
                    
                    
                    12,630Accrued
      expenses
                    
                    
                    23,451
                    
                    
                    
                    (20,933
                    )Net
      cash provided by/(used in)operating activities
                    
                    
                    15,572
                    
                    
                    
                    (67,802
                    )Cash
      Flows From Investing ActivitiesProceeds
      from sale of assets
                    
                    
                    -
                    
                    
                    
                    10,000Change
      in cash, escrow
                    
                    
                    (11,500
                    )
                    
                    
                    8,700Net
      cash provided by/(used in) investing activities
                    
                    
                    (11,500
                    )
                    
                    
                    18,700Cash
      Flows From Financing ActivitiesProceeds
      from stockholders ' loans
                    
                    
                    1,500
                    
                    
                    
                    41,614Payments
      on note payable
                    
                    
                    (1,000
                    )
                    
                    
                    (1,000
                    )Payments
      on stockholders' loans
                    
                    
                    -
                    
                    
                    
                    (5,100
                    )Net
      change in lines of credit
                    
                    
                    (4,747
                    )
                    
                    
                    452Proceeds
      from sale of stock
                    
                    
                    -
                    
                    
                    
                    11,064Net
      cash provided by/(used in) financing activities
                    
                    
                    (4,247
                    )
                    
                    
                    47,030Net
      change in cash
                    
                    
                    (175
                    )
                    
                    
                    (2,072
                    )Cash
      at beginning of period
                    
                    
                    175
                    
                    
                    
                    2,247Cash
      at end of period
                    
                    $
                    -
                    
                    
                    $
                    175Supplemental Disclosure of Cash Flow
      InformationIncome
      taxes
                    
                    $
                    -
                    
                    
                    $
                    -Interest
                    
                    
                    32,370
                    
                    
                    
                    43,406


14




Supplemental Disclosure of
Cash Flow Information





During
the fiscal year ended September 30, 2008, the Company sold all of its fixed
assets to a stockholder of the Company for $6,927.  Consideration was
received through assumption of liabilities by the stockholder of $3,581 and
$3,346 through a partial release of the respective stockholder loan. These
amounts have been excluded from the statements of cash flows
presented.





During
the fiscal year ended September 30, 2007, we issued a note payable for $42,430.
 The note represents $18,430 of prior services rendered and $24,000 of
services to be provided to us.  The issuance of the note and the prepaid
services have been excluded on the statement of cash flows
presented.





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


15




Boveran
Diagnostics, Inc.


Statements
of Changes in Stockholders’ Deficit


Years
Ended September 30, 2008 and 2007





Common Stock
                    
                    
                    Additional Paid-InShares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Retained Deficit
                    
                    
                    TotalBalances
      @ October 1, 2006
                    
                    
                    19,089,651
                    
                    
                    $
                    19,090
                    
                    
                    $
                    785,758
                    
                    
                    $
                    (1,610,263
                    )
                    
                    $
                    (805,415
                    )Shares
      issued for cash
                    
                    
                    7,376
                    
                    
                    
                    7
                    
                    
                    
                    11,057
                    
                    
                    
                    
                    
                    
                    
                    11,064Shares
      issued for services
                    
                    
                    475,000
                    
                    
                    
                    475
                    
                    
                    
                    712,025
                    
                    
                    
                    
                    
                    
                    
                    712,500Net
      loss
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (413,330
                    )
                    
                    
                    (413,330
                    )Balances
      @ September 30, 2007
                    
                    
                    19,572,027
                    
                    
                    
                    19,572
                    
                    
                    
                    1,508,840
                    
                    
                    
                    (2,023,593
                    )
                    
                    
                    (495,181
                    )Shares
      issued for cash
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Shares
      issued for services
                    
                    
                    4,427,973
                    
                    
                    
                    4,428
                    
                    
                    
                    26,568
                    
                    
                    
                    -
                    
                    
                    
                    30,996Assumption
      of liability by a shareholder
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    3,581
                    
                    
                    
                    
                    
                    
                    
                    3,581Net
      loss
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (451,593
                    )
                    
                    
                    (451,593
                    )Balances
      @ September 30, 2008
                    
                    
                    24,000,000
                    
                    
                    $
                    24,000
                    
                    
                    $
                    1,538,989
                    
                    
                    $
                    (2,475,186
                    )
                    
                    $
                    (912,197
                    )





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


16





Boveran
Diagnostics, Inc.


Notes
to Financial Statements





NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





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 adopted a business plan of
cancer detection technologies and to change its name to Boveran Diagnostics,
Inc. Although it has not yet done so, the Company’s strategy has since been to
acquire established pathology labs and medical diagnostic companies and
introduce new automation and cancer detection technologies to the marketplace.
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
and 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.





Reclassifications


Certain
prior year amounts have been reclassified to confirm with the current year
presentation.





Use
of Estimates in Financial Statement Preparation


The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
 Estimates are used in calculation of depreciation.





Cash
and Cash Equivalents


For
purposes of the statement of cash flows, Boveran Diagnostics, Inc. considers all
highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents.  There were no cash equivalents as of
September 30, 2008.





Allowance
for Doubtful Accounts


Bad debt
expense is recognized based on management’s estimate of likely losses per year,
based on past experience and an estimate of current year uncollectible amounts.
 There was no allowance for doubtful accounts as of September 30,
2008.





Property
and Equipment


Property
and equipment are valued at cost.  Additions are capitalized and
maintenance and repairs are charged to expense as incurred.  Gains and
losses on dispositions of equipment are reflected in operations.
 Depreciation is provided using the straight-line method over the estimated
useful lives of the assets, which are three to seven years.





Income
Taxes


Prior to
April 8, 2005, Boveran Diagnostics, Inc. was a limited liability company in the
name of Z Yachts, LLC, whereby federal and state income taxes were not payable
by, or provided for.  Members of Z Yachts, LLC,. were taxed individually on
their share of partnership earnings.  From April 8, 2005 going forward,
Boveran Diagnostics, Inc. recognizes 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.  Boveran
Diagnostics, Inc. provides a valuation allowance for deferred tax assets for
which it does not consider realization of such assets to be more likely than
not.





Revenue
Recognition


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


17





Impairment
of Long-Lived Assets


Boveran
Diagnostics, Inc.  reviews the carrying value of its long-lived assets
annually or whenever events or changes in circumstances indicate that the
historical cost-carrying value of an asset may no longer be appropriate. Boveran
Diagnostics, Inc. assesses recoverability of the carrying value of the asset by
estimating the future net cash flows expected to result from the asset,
including eventual disposition.  If the future net cash flows are less than
the carrying value of the asset, an impairment loss is recorded equal to the
difference between the asset’s carrying value and fair value.  No
impairment loss has been recognized for each of the years
presented.





Advertising
Costs


Advertising
Costs are expensed as incurred.  Advertising costs were $19,304 and $21,616
for the years ended September 2008 and 2007, respectively.





Basic
and Diluted Net Income (Loss) per Share


The basic
net income (loss) per common share is computed by dividing the net income (loss)
by the weighted average number of common shares outstanding.  Diluted net
income (loss) per common share is computed by dividing the net income (loss)
adjusted on an “as if converted” basis, by the weighted average number of common
shares outstanding plus potential dilutive securities.  For the years ended
September 30, 2008 and 2007, there were no dilutive securities.





Recently
issued accounting pronouncements


In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS
No. 157 defines fair value, establishes a framework for measuring fair value in
accordance with generally accepted accounting principles, and expands
disclosures about fair value measurements.  The provision of SFAS No. 157
are effective for fiscal years beginning after November 15, 2007.





In
February 2007, the FASB issued SFAS 159,“The Fair Value Option for
Financial Assets and Financial Liabilities – including an amendment of FASB
Statement No. 115.”   The statement permits entities to
choose to measure many financial instruments and certain other items at fair
value.  The objective is to improve financial reporting by providing
entities with the opportunity to mitigate volatility in reported earnings caused
by measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions.  The statement is effective for fiscal
years beginning after November 15, 2007.





In
December 2007, the FASB issued SFAS 141 (Revised 2007), "Business Combinations." SFAS
141(R) will significantly change the accounting for business combinations. Under
SFAS 141(R), an acquiring entity will be required to recognize, with limited
exceptions, all the assets acquired and liabilities assumed in a transaction at
the acquisition-date fair value.  SFAS 141(R) will change the accounting
treatment for certain specific acquisition-related items including, among other
items: (1) expensing acquisition-related costs as incurred,
(2) valuing noncontrolling interests at fair value at the acquisition date,
and (3) expensing restructuring costs associated with an acquired business.
SFAS 141(R) also includes a substantial number of new disclosure requirements.
SFAS 141(R) is to be applied prospectively to business combinations for which
the acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008.





Boveran
Diagnostics, Inc.  does not expect the adoption of recently issued
accounting pronouncements to have a significant impact on Boveran Diagnostics,
Inc. results of operations, financial position or cash flows.





NOTE
2 - GOING CONCERN





As shown
in the accompanying financial statements, Boveran Diagnostics, Inc. has a
working capital deficit and a stockholders’ deficit of $912,197 as of September
30, 2008.  These conditions raise substantial doubt as to Boveran
Diagnostics, Inc.’s ability to continue as a going concern.  Management has
plans to raise additional capital through sales of its common stock and
financial loans. The financial statements do not include any adjustments that
might be necessary if Boveran Diagnostics, Inc. is unable to continue as a going
concern.


18


NOTE
3 – ACCRUED EXPENSES





Accrued
expenses consist of the following:





Credit
      cards payable
                  
                  $
                  50,887Accrued
      interest payable
                  
                  
                  4,384Total
                  
                  $
                  55,271





NOTE
4- LOANS FROM STOCKHOLDERS





The
stockholders advance money to Boveran Diagnostics, Inc. on an as-needed basis.
 At September 30, 2008, there are five outstanding stockholder loans.
 One loan is to a stockholder/officer of Boveran Diagnostics, Inc.
 Two loans are to former officers and current stockholders, and the
remaining two loans are to stockholders of Boveran Diagnostics, Inc.
  One of the stockholder loans bears interest at a rate of 7.50% per
annum and is due on demand.  Interest expense of $11,250 and $8,310 has
been recorded for the years ended September 30, 2008 and 2007, respectively.
 All other loans bear no interest and are due on demand.





NOTE
5 – NOTE PAYABLE





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.  Interest expense of
$2,484 and $844 has been recorded for the years ended September 30, 2008 and
2007, respectively.





The note
is currently in default, in which event, we have agreed to confess or stipulate
judgment against us for all outstanding principal, unpaid interest and all other
amounts due under the note in any lawsuit filed by the holder, and the amount of
the judgment will be immediately due and payable.  We have contacted the
holder in an effort to extend the date of repayment of the note, but there can
be no assurance that we will be successful in negotiating an extension;
therefore, we could suffer a judgment related to the note.





NOTE
6 – BANK LINES OF CREDIT





Bank
lines of credit consists of the following:





$100,000
      revolving line of credit with Bank of America, interest rate of 7.75% at
      September 30, 2008; secured by the personal guarantees of  former
      officers.
                
                $
                95,636$125,000
      line of credit with First Banking Center, interest rate of 5.50% at
      September 30, 2008; secured by the property and vehicle of one of the
      former officers that was pledged on behalf of the company.
                
                
                124,953$25,000
      revolving line of credit with Washington Mutual, interest rate of 7.50% at
      September 30, 2008; secured by the personal guarantees of the former
      officers.
                
                
                22,632Total
                
                $
                243,221




19





NOTE
7 – INCOME TAXES





Prior to
April 8, 2005, Boveran Diagnostics, Inc. was a limited liability company in the
name of Z Yachts, LLC, whereby federal and state income taxes were not payable
by, or provided for.  Members of Z Yachts, LLC,. were taxed individually on
their share of partnership earnings.  From April 8, 2005 going forward,
Boveran Diagnostics, Inc. recognizes 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.  Boveran
Diagnostics, Inc. provides a valuation allowance for deferred tax assets for
which it does not consider realization of such assets to be more likely than
not.





From
April 8, 2005 going forward, Boveran Diagnostics, Inc. uses the asset and
liability method, where deferred tax assets and liabilities are determined based
on the expected future tax consequences of temporary differences between the
carrying amounts of assets and liabilities for financial and income tax
reporting purposes.  During fiscal 2008, Boveran Diagnostics, Inc. incurred
net losses and, therefore, has no tax liability.  The net deferred tax
asset generated by the loss carry-forward has been fully reserved.  The
cumulative net operating loss carry-forward is approximately $2,050,000 at
September 30, 2008, and will begin to expire in 2025.





At
September 30, 2008, deferred tax asset consists of the following:





Deferred
      tax assetNet
      operating losses
                  
                  $
                  717,500Less
      valuation allowance
                  
                  
                  (717,500
                  )Net
      deferred tax asset
                  
                  $
                  -





NOTE
8 – COMMON STOCK





During
fiscal 2008, Boveran Diagnostics, Inc. issued a total of 4,427,973 shares to the
following entity and individuals: Weller Enterprises on behalf of James Weller
and Gina Weller, Jason Eck, Sandy Martini, Kellie Saragusa, Epi Almodovar and
Kwajo Sarfoh in consideration for services rendered on behalf of the Company
valued at $.007 per share, $.001 par value per share of common stock, or
$30,996.  The value of the stock was calculated based on the fair
value of the services received as it was deemed a more reliable measure of fair
value of the transaction than the fair value of the equity as per SFAS 123 (R),
“Share Based
Payments”.





During
fiscal 2007, Z Yachts sold 7,376 shares of its common stock to several investors
at $1.50 per share for total cash proceeds of $11,064.





During
fiscal 2007, Z Yachts issued 475,000 shares of its common stock in exchange for
six months of regulatory compliance services.  These services have been
valued at $1.50 per share or $712,500.  Professional fees of $377,664 and
$334,836 have been recognized for the year ended September 30, 2008 and 2007,
respectively.





NOTE
9 – AMENDED TERM SHEET





On July
11, 2008, the Company’s majority stockholders executed a non-binding Amended
Term Sheet (“Term Sheet”) with Boveran, Inc., an unrelated third party cancer
detection technology company, with respect to a proposed transaction at a time
to be determined in the future whereby certain selling shareholders of the
Company would sell a controlling interest in the Company to Boveran, Inc. and
Boveran, Inc. would merge with the Company (“Proposed Transaction”). Pursuant to
such Term Sheet, Boveran, Inc. would assume certain accounts payable and
shareholder loans of the Company and certain principals of the Company would
exchange the principal amount of loans they have made to the Company for an
aggregate of 591,000 shares of the Company’s common stock.





Further,
pursuant to the Term Sheet a non-refundable $50,000 deposit against the
estimated purchase price of $692,510 was made by Boveran, Inc. to the Company.
The balance was due as follows: approximately $350,000 payable within 90 days of
closing, or September 30, 2008 (accounting for all allowable extensions) with
the remaining balance of approximately $292,000 consisting of certain accounts
payable and shareholder loans, together with interest, to be paid within 180
days from September 30, 2008.


20





To date,
the only amount received by the Company was the $50,000 non-refundable deposit
which has been included in other income for the year ended September 30, 2008.
 The Proposed Transaction has not occurred as of the date of this filing.
 Refer to Note 11.





Pursuant
to the Term Sheet, the Company issued an aggregate of 4,000,000 shares of the
Company’s common stock to Mssrs. Almodovar and Sarfoh who provided advisory
services to the Company in connection with the Proposed Transaction. Further,
other than the shares proposed to be sold to Boveran Inc., no more than
7,092,000 shares of the Company’s common stock would be outstanding at the time
of the closing of the Proposed Transaction.  Refer to Note 8.





NOTE
10 – RELATED PARTY TRANSACTIONS





On July
26 2008, Z Yachts completed an Asset Purchase Agreement (the “Asset Purchase
Agreement”) with Speedy X Change., a Wisconsin corporation (“Purchaser”), which
is controlled by Jason Eck (“Eck”), a director of Z Yachts. On July 26, 2008,
the Company’s board of directors approved the sale of assets subject to the
terms of the Asset Purchase Agreement and determined that such transaction was
in the best interests of the Company and its stockholders. Pursuant to the Asset
Purchase Agreement, the Company agreed to sell to Purchaser, on an “AS IS”
“WHERE IS” basis, certain assets consisting of the Company’s furniture, trade
exposition booth and website and certain Escrow Deposits relating to pending
boat sales (“Purchased Assets”).  The purchase price for the Purchased
Assets was $6,927. Of this amount, $3,581 comprised certain assumed liabilities
and the remaining $3,346 was paid in lieu of a partial release of amounts loaned
by Eck to the Company, with the remaining outstanding amount still owed to Eck
to remain due and payable (“Eck Partial Release”).   The Purchase
Price was determined based on the carrying value of the Purchased Assets on the
books of the Company.





For the
years ended September 30, 2008 and 2007, Boveran Diagnostics, Inc. occupied
office space owned by a stockholder on a rent-free basis.  The fair market
value of the rent is $6,000 for each of the years presented.





For the
years ended September 30, 2008 and 2007, a stockholder and former officer of the
Company provided professional services related to closings in the amount of
$10,500 and $3,750, respectively.  These amounts have been recorded as
general and administrative expenses.





NOTE
11 – SUBSEQUENT EVENTS





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.





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.





The
Proposed Transaction discussed in Note 9 has not occurred as of the date of this
filing. The Term Sheet has not been revised to extend the time of Closing which
was to occur on September 30, 2008, accounting for all allowable
extensions.





NOTE
12 – DISCONTINUED OPERATIONS





As
discussed in Note 1, prior to July 26, 2008, the Company’s primary business was
the brokerage sale of new and previously-owned recreational
vessels.  As of the aforementioned date the Company sold all of its
brokerage business assets and no longer has any involvement in the brokerage
business.  Accordingly the results of operations of the brokerage
business are reported as income from discontinued operations in the statements
of operations.  Prior to the sale the brokerage business represented
substantially all of the Company’s operating revenue.





Results
for discontinued operations were as follows for the years ended September
30:





2008
                  
                  
                  2007Revenue
                  
                  $
                  247,023
                  
                  
                  $
                  354,200Expenses
                  
                  
                  138,831
                  
                  
                  
                  217,620Income
      from discontinued operations before income taxes
                  
                  
                  108,192
                  
                  
                  
                  136,580Income
      tax expense
                  
                  
                  37,867
                  
                  
                  
                  47,803Net
      income from discontinued operations
                  
                  $
                  70,325
                  
                  
                  $
                  88,777






21
  Item
8.
 Changes
In and Disagreements With Accountants on Accounting and Financial
Disclosure.
 
 None.
 
 Item
8A.
 
 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”), have 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 are in
the process of improving 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.
 
 Management's
Report on Internal Control Over Financial Reporting
 
 Our
Management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such terms defined in Rules13a-15(f) and
15d-15(f) of the exchange act. Under the supervision and with the participation
of management we conducted an evaluation of the effectiveness of our internal
controls over financial reporting based on the framework in Internal Control-
Integrated  Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.  Based on our evaluation our
management concluded that our internal controls over financial reporting were
effective as of September 30, 2008 and for the year then ended.
 
 This
Annual Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Security
and Exchange Commission that permit us to provide only management's report in
this annual report.
 
 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.
 
 PART
III
 
 Item
9.
 Directors,
Executive Officers, Promoters, Control Persons and Corporate Governance;
Compliance With Section 16(a) of the Exchange Act.
 
 Executive
Officers and Directors
 
 Our
executive officers and directors, and their ages and positions are as
follows:
 
 Name
                      
                      Age
                      
                      PositionAnthony
      Welch
                      
                      40
                      
                      Chief
      Executive Officer, Chief Financial Officer, Principal Accounting Officer,
      President, Secretary, Treasurer, DirectorRegina
      F. Weller
                      
                      40
                      
                      DirectorJason
      C. Eck
                      
                      36
                      
                      Director
 
 Anthony K. Welch (40) has
served as our acting Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer, President, Secretary, Treasurer, Director beginning July
2008. He is currently acting Chairman and CEO of Boveran, Inc. since January
2007 and also serves as interim Chairman of Modern Technology Corp. and Encore
Energy Systems. Since May 2004, Mr. Welch has served as Chairman for Encore
Energy Systems, a company in the business of providing energy conservation
solutions and patent licensing for its geothermal technologies. Prior to May
2004, Mr. Welch was Managing Member of Maxim Advisors, a Mergers and
Acquisitions consulting firm. Concurrent with his position in Encore Energy
Systems, beginning in March 2004, Mr. Welch
serves as Chairman for Modern Technology Corp, a company in the business of
acquiring specialized assets and technology.   Mr. Welch holds an NASD
Series 65 License.
  22
 
 Regina F. Weller a Director
since April, 2005 and as our Chief Financial Officer from December 2002 through
July 2008.  Mrs. Weller is currently a consultant of Weller Consulting, a
business and software consulting firm (June 2001-January 2005) and was a
consultant with Harp Consulting, LLC, a business-consulting firm (March
1995-July 2001).  Mrs. Weller earned her accounting/MIS degree in 1988 from
the University of Southern Mississippi, a Certificate of Financial Planning in
2001 from Florida State University, and obtained her Georgia real estate license
and Certified Estate Counselor certification in 2001.  Mrs. Weller is
married to James G. Weller, a former director, Chief Executive Officer and
President.
 
 Jason C. Eck was named as a a
Director for the Company on June 30, 2006.  Mr. Eck served as the Chief
Operating Officer of the Company (including our predecessor Z Yachts LLC) from
November 2002 to May 2006, and also as a Director of the Company from April 2005
to May 2006.  Mr. Eck owned and operated his own oil change business called
Speedy XChange based in Lake Geneva, Wisconsin from November 2001 through
December 2002. Formerly, Mr. Eck was involved with the development planning and
management for RemJak Real Estate (October 1986-November 2001) and general
manager of Lake Geneva Charter Service (May 1988-June 1996).  Mr. Eck
earned his degree in International Business from St. Norberts University in
1992.
 
 Committees
of the Board of Directors
 
 We do not
have a standing audit, nominating, or compensation committee, or any other
committees of our board of directors performing similar functions.  We do
not have an audit committee financial expert. We do not anticipate implementing
any of these committees or seek an individual to serve as an audit committee
financial expert until we are required to do so under federal or state corporate
or securities laws or the rules of any stock exchange or inter-dealer quotation
system on which our securities may be listed or cleared for quotation
 
 Code
of Ethics
 
 Our board
of directors adopted a code of ethics meeting the requirements of Section 406 of
the Sarbanes-Oxley Act of 2002. We will provide to any person without charge,
upon request, a copy of our code of ethics.  Persons wishing to make such a
request should contact Secretary, Boveran Diagnostics, Inc., 638 Main Street,
Lake Geneva, Wisconsin 53147.
 
 Item
10.
 Executive
Compensation.
 
 The
following table sets forth summary information concerning the compensation
received for services rendered to us during the two fiscal years ended by our
Chief Executive Officer. None of our other executive officers received $100,000
or more of compensation in any fiscal year represented in the
table.
 
 SUMMARYCOMPENSATIONTABLE(1)Name and
                                Principal Position
                              
                              Year
                              
                              Salary($)(2)
                              
                              
                              Stock
                                Awards($)(3)
                              
                              
                              All Other
                                Compensation ($)
                              
                              
                              Total ($)Anthony
      Welch, President & CEO
                              
                              2008
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -James
      Weller, President & CEO
                              
                              2007
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
 
 (1)
              Does
      not include perquisites and other personal benefits or property unless the
      aggregate amount of such compensation is $10,000 or
  more.
  23
  Employment
Contracts
 
 The
Company and Mr. Welch have not entered into an employment agreement. Mr. Welch
has not been named to any committees of the Company’s Board of Directors and any
committees of the Company’s Board of Directors to which Mr. Welch may be named
have not been determined as of the filing of this report.
 
 On May 1,
2005, we entered employment agreements with Mr. James G. Weller to act as our
Chief Executive Officer, Mrs. Gina F. Weller to act as our Chief Financial
Officer and Mr. Jason C. Eck as our Chief Operating Officer.  Effective
June 1, 2006, each of the three executive officers provided us with notice to
terminate their employment agreement. Pursuant to the terms of the termination
agreements, each executive officer represented that we did not owe any amounts
under the employment agreements as of the effective date of
termination.
 
 Each of
the employment agreements was for the period from May 1, 2005 until December 31,
2008 and provided that we would pay Mr. Weller, Mrs. Weller and Mr. Eck a base
salary as set forth below during each of the periods.
 
 January
      1, 2006 to December 31, 2006
                    
                    $
                    125,000January
      1, 2007 to December 31, 2007
                    
                    $
                    130,000January
      1, 2008 to December 31, 2008
                    
                    $
                    135,000
 
 In
addition, the employment agreements provided for the payment of incentive
bonuses of up to 100% of base compensation to each of our executive officers
depending on achievement of goals set by our board of directors.  No
incentive bonuses were paid for the fiscal years ended September 30, 2007 or
2008.
 
 Although
the employment agreements with our three executive officers are no longer in
effect, Mrs. Weller and Mr. Eck continue to provide the services agreed to
therein. The decision to terminate the employment agreements was made to
conserve cash for operations. At a future date, dependent upon favorable market
demand and stable revenues, we may renegotiate with Mrs. Weller and Mr. Eck for
compensation for their services subject to approval by our board of
directors.
 
 Compensation
of Directors
 
 Members
of our board of directors do not receive cash compensation for their services as
directors but are reimbursed for their expenses incurred in connection with
their attendance at any meeting.
 
 Item
11.
 Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
 
 The
following table set forth information as of December 31, 2008, with respect to
the beneficial ownership of our common stock by each person known by us to be
the beneficial owner of more than 5% of our outstanding common stock, each of
our directors and Named Executive Officers, and our directors and Named
Executive Officers as a group.
 
 Common Stock
                      BeneficiallyOwned(1)NameofBeneficialOwner(2)
                    
                    Amount
                    
                    
                    PercentJames
      G. Weller
                    
                    
                    12,091,657
                    (3)
                    
                    
                    50.0
                    %Regina
      F. Weller
                    
                    
                    12,091,657
                    (3)
                    
                    
                    50.0
                    %Jason
      C. Eck
                    
                    
                    6,091,657
                    
                    
                    
                    25.0
                    %Epi
      Almodovar
                    
                    
                    2,000,000
                    
                    
                    
                    8.3
                    %Kwajo
      Sarfoh
                    
                    
                    2,000,000
                    
                    
                    
                    8.3
                    %All
      directors and Named Executive Officers as a group (3
    people)
                    
                    
                    18,183,314
                    
                    
                    
                    76.0
                    %
  24
 
 (1)
              The
      number of shares of common stock owned are those "beneficially owned" as
      determined under the rules of the SEC, including any shares of common
      stock as to which a person has sole or shared voting or investment power
      and any shares of common stock which the person has the right to acquire
      within 60 days through the exercise of any option, warrant or right. More
      than one person may be deemed to be a beneficial owner of the same
      securities. The percentage of beneficial ownership by any person as of a
      particular date is calculated by dividing the number of shares
      beneficially owned by such person, which includes the number of shares as
      to which such person has the right to acquire voting or investment power
      within 60 days, by the sum of the number of shares outstanding as of such
      date plus the number of shares as to which such person has the right to
      acquire voting or investment power within 60 days. Consequently, the
      denominator used for calculating such percentage may be different for each
      beneficial owner. This table is based upon information derived from our
      stock records. Unless otherwise indicated in the footnotes to this table
      and subject to community property laws where applicable, each of the
      shareholders named in this table has sole or shared voting and investment
      power with respect to the shares indicated as beneficially owned.
       Applicable percentages are based upon 24,000,000 shares of our
      common stock which were outstanding as of December 31,
    2008.
 
 (2)
              The
      address is 638 Main Street, Lake Geneva, Wisconsin
  53147.
 
 (3)
              James
      G. Weller and Regina F. Weller are husband and wife, and the amount of
      shares set forth above for each includes 6,091,657 shares owned by the
      other. The 12,183,314 shares are held in the name of Weller Consulting
      Enterprises, Inc. of which James G. Weller and Regina F. Weller are 100%
      owners.
 
 Item
12.  Certain Relationships and Related Transactions, and Director
Independence.
 
 Our
corporate office is maintained at 638 Main St., Lake Geneva, WI 53147. The
office building, owned by RemJak, whose principal owner is Mr. Eck’s mother, is
provided to us on a rent-free basis.  The fair market value of the rent was
$6,000 for each of the fiscal years ended September 30, 2008 and
2007.
 
 For the
years ended September 30, 2008 and 2007, a stockholder and former officer of the
Company provided professional services related to closings in the amount of
$10,500 and $3,750, respectively.  These amounts have been recorded as
general and administrative expenses.
 
 At
September 30, 2008, our  former executive officers, James G. Weller, Regina
F. Weller and Jason C. Eck, have loaned us $151,639, $35,642 and $59,370
respectively.  The loans bear no interest and are due on demand.  In
addition, we had accounts payable to our former executive officers of $53,376 at
September 30, 2008.
 
 Item
13.  Exhibits.
 
 Exhibit No.
              
              Description of Exhibit2.1(1)
              
              Conversion
      Agreement dated April 8, 2005 between Z Yachts, LLC, a Florida limited
      liability company and Z Yachts, Inc., a Nevada
  corporation3.1(1)
              
              Articles
      of Incorporation3.2(1)
              
              Bylaws4.1(1)
              
              Form
      of certificate representing the Common Stock, $.001 par value per share,
      of Z Yachts, Inc., a Nevada corporation10.1(1)
              
              Amended
      and Restated Service Contract, dated January 3, 200610.2(2)
              
              Amendment
      to Amended and Restated Service Contract, dated July 6,
    200710.3(2)
              
              Credit
      Agreement, dated July 6, 200710.4(2)
              
              Commercial
      Promissory Note, dated July 6, 200710.5(3)
              
              Asset
      Purchase Agreement between Z Yachts, Inc. and Speedy X Change, dated July
      26, 200810.6(3)
              
              Partial
      Release of Claims between Z Yachts, Inc. and Jason Eck, dated July 26,
      2008.10.7(3)
              
              Certificate
      of Amendment to Articles of Incorporation14*
              
              Code
      of Ethics31.1*
              
              Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200231.2*
              
              Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200232.1*
              
              Certifications
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002
 
 * Filed
herein
  25
 
 (1)
                Filed
      as Exhibits 2.1, 3.1, 3.2, 4.1 and 10.7, respectively to the to the
      registrant’s Form SB-2 filed with the SEC on August 16, 2005, and
      incorporated herein by
reference.
 (2)
                Filed
      as Exhibits 10.2, 10.3 and 10.4, respectively, to the to the registrant’s
      Form 8-K filed with the SEC on September 28, 2007, and incorporated herein
      by reference.
 (3)
                Filed
      as Exhibits 10.1, 10.2 and 10.3, respectively, to the to the registrant’s
      Form 8-K filed with the SEC on July 31, 2008, and incorporated herein by
      reference.
 
 Item
14.
 Principal
Accountant Fees and Services.
 
 The
following table sets forth the aggregate fees incurred by us for the audit and
other services provided by our principal account during the fiscal years ended
September 30, 2008 and 2007:
 
 2007
                    
                    
                    2008Audit
      Fees
                    
                    $
                    21,495
                    
                    
                    $
                    24,000Audit-Related
      Fees
                    
                    $
                    -
                    
                    
                    $
                    -Tax
      Fees
                    
                    $
                    -
                    
                    
                    $
                    -All
      Other Fees
                    
                    $
                    -
                    
                    
                    $
                    -
 
 SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 BOVERAN
      DIAGNOSTICS, INC.Date:
      February 13, 2009
                            By:
                            /s/ Andrew
      SchenkerName:
      Andrew SchenkerTitle:
      President and Chief Executive
Officer
 
 In
accordance with the requirements of the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
 
 Signature
                  
                  Title
                  
                  Date/s/
      Andrew Schenker
                  
                  President,
      Chief Executive Office, Chief Financial Officer and
    Director
                  
                  February
      13, 2009Andrew
      Schenker
                  
                  (Principal
      Executive Officer and Principal Financial Officer and
                    Principal
      Accounting Officer )
  26