UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q
 
 QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF
 THE
SECURITIES EXCHANGE ACT OF 1934
 
 For the
Quarter ended June 30, 2009
 
 BOVERAN
DIAGNOSTICS, INC.
 
 Commission
File Number: 0001333675
 
 Nevada
                    20-2725030(State
      or other jurisdiction of incorporation or
                      organization)
                    (I.R.S.
      Employer Identification No.)638 Main St, Lake Geneva,
WI
                    53147(Address
      of principal executive offices)
                    (Zip
      Code)
 
 (954)
495-9334
 (Issuer's
telephone number)
 
 Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
 Yes x    No
 ̈
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
      Accelerated Filer
                        o
                      Accelerated
      Filer o
                      Non-Accelerated
      Filer o
                        (Do
      not check if a
                        smaller
      reporting
                        company)
                      Smaller
      Reporting Company
                        þ
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 Yes o    No
x
 
 As of
July 31, 2009, there were 24,000,000 outstanding shares of the registrant's
common stock, $.001 par value per share.
 
 
   
 TABLE
OF CONTENTS
  PART
      I – FINANCIAL INFORMATION
                    3ITEM
      1.
                    INTERIM
      FINANCIAL STATEMENTS
                    3NOTE
      1.                      BASIS
      OF PRESENTATION
                    7NOTE
      2.                      NOTES
      PAYABLE/STOCKHOLDER LOANS
                    7NOTE
      3.                      BASIC
      AND DILUTED NET (LOSS) PER SHARE
                    8NOTE
      4.                      RECENT
      MATERIAL TRANSACTION
                    8NOTE
      5.                      RECENT
      ACCOUNTING PRONOUNCEMENTS
                    8ITEM
      2.
                    MANAGEMENT'S
      DISCUSSION AND ANALYSIS
                    8ITEM
      3.
                    QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                    12ITEM
      4.
                    CONTROLS
      AND PROCEDURES
                    12PART
      II – OTHER INFORMATION
                    13ITEM
      1.
                    LEGAL
      PROCEEDINGS
                    13ITEM
      1A
                    RISK
      FACTORS
                    13ITEM
      2.
                    UNREGISTERED
      SALES OF EQUITY SECURITIES
                    13ITEM
      3.
                    DEFAULT
      UPON SENIOR SECURITIES
                    13ITEM
      4.
                    SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                    13ITEM
      5.
                    OTHER
      INFORMATION
                    13ITEM
      6.
                    EXHIBITS
                    14SIGNATURES
                    14
 
 
    PART
I – FINANCIAL INFORMATION
  ITEM
1.  INTERIM FINANCIAL STATEMENTS
  BOVERAN
DIAGNOSTICS, INC.
 CONDENSED BALANCE
SHEETS
 
 June 30,
                      2009
                      (unaudited)
                    
                    
                    September
                      30,
                      2008AssetsEscrow
      deposit
                    
                    $
                    -
                    
                    
                    $
                    4,245Other
      current asset
                    
                    
                    -
                    
                    
                    
                    50Total
      assets
                    
                    $
                    -
                    
                    
                    $
                    4,295Liabilities
      and Stockholder's DeficitBank
      overdraft
                    
                    $
                    -
                    
                    
                    $
                    535Accounts
      payable
                    
                    
                    35,171
                    
                    
                    
                    51,537Accounts
      payable - related parties
                    
                    
                    39,711
                    
                    
                    
                    73,846Accrued
      expenses
                    
                    
                    48,383
                    
                    
                    
                    55,271Loans
      from stockholders
                    
                    
                    437,512
                    
                    
                    
                    451,652Notes
      payable
                    
                    
                    279,975
                    
                    
                    
                    40,430Bank
      line of credit
                    
                    
                    95,636
                    
                    
                    
                    243,221Total
      current liabilities
                    
                    
                    936,388
                    
                    
                    
                    916,492Stockholders'
      deficitCommon
      stock, $.001 par value, 50,000,000 shares authorized, 24,000,000 issued
      and outstanding
                    
                    
                    24,000
                    
                    
                    
                    24,000Additional
      paid in capital
                    
                    
                    1,538,989
                    
                    
                    
                    1,538,989Accumulated
      deficit
                    
                    
                    (2,499,377
                    )
                    
                    
                    (2,475,186
                    )Total
      stockholders' deficit
                    
                    
                    (936,388
                    )
                    
                    
                    (912,197
                    )Total
      liabilities and stockholders' deficit
                    
                    $
                    -
                    
                    
                    $
                    4,295
  See
accompanying notes to the condensed financial statements.
 
 
    BOVERAN
DIAGNOSTICS, INC.
 CONDENSED STATEMENTS OF
OPERATIONS
 
 Three Months
                      Ended
                      June 30,
                    
                    
                    Nine Months
                      Ended
                      June 30,2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008(unaudited)
                    
                    
                    (unaudited)
                    
                    
                    (unaudited)
                    
                    
                    (unaudited)Brokerage
      income
                    
                    $
                    -
                    
                    
                    $
                    95,771
                    
                    
                    $
                    -
                    
                    
                    $
                    216,632Operating
      expensesGeneral
      and administrative
                    
                    
                    11,620
                    
                    
                    
                    102,289
                    
                    
                    
                    40,770
                    
                    
                    
                    634,583Depreciation
      expense
                    
                    
                    -
                    
                    
                    
                    875
                    
                    
                    
                    -
                    
                    
                    
                    3,448Total
      operating expenses
                    
                    
                    11,620
                    
                    
                    
                    103,164
                    
                    
                    
                    40,770
                    
                    
                    
                    638,031Loss
      from operations
                    
                    
                    (11,620
                    )
                    
                    
                    (7,393
                    )
                    
                    
                    (40,770
                    )
                    
                    
                    (421,399
                    )Other
      income/(expense)Interest
      expense
                    
                    
                    (7,268
                    )
                    
                    
                    (5,227
                    )
                    
                    
                    (29,165
                    )
                    
                    
                    (25,095
                    )Gain
      on forgiveness of debt
                    
                    
                    14,470
                    
                    
                    
                    -
                    
                    
                    
                    45,744
                    
                    
                    
                    -Total
      other income/(expense)
                    
                    
                    7,202
                    
                    
                    
                    (5,227
                    )
                    
                    
                    16,579
                    
                    
                    
                    (25,095
                    )Net
      loss
                    
                    $
                    (4,418
                    )
                    
                    $
                    (12,620
                    )
                    
                    $
                    (24,191
                    )
                    
                    $
                    (446,494
                    )Basic
      and diluted loss per share
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Weighted
      average shares outstanding
                    
                    
                    24,000,000
                    
                    
                    
                    19,572,027
                    
                    
                    
                    24,000,000
                    
                    
                    
                    19,572,027
  See
accompanying notes to the condensed financial statements.
  
   
 BOVERAN
DIAGNOSTICS, INC.
 CONDENSED STATEMENTS OF CASH
FLOWS
 
 Nine Months
                            Ended
                            June 30,2009
                          
                          
                          2008(unaudited)
                          
                          
                          (unaudited)Cash
      Flows From Operating ActivitiesNet
      loss
                          
                          $
                          (24,191
                          )
                          
                          $
                          (446,494
                          )Adjustments
      to reconcile net loss to netcash
      used in operating activities:Depreciation
      expense
                          
                          
                          -
                          
                          
                          
                          3,448Gain
      on forgiveness of debt
                          
                          
                          (45,744
                          )Changes
      in:Other
      current assets
                          
                          
                          50
                          
                          
                          
                          390,060Escrow
      deposit
                          
                          
                          4,245
                          
                          
                          
                          (5,900
                          )Accounts
      payable
                          
                          
                          22,278
                          
                          
                          
                          (1,249
                          )Accounts
      payable - related parties
                          
                          
                          2,999
                          
                          
                          
                          8,883Accrued
      expenses
                          
                          
                          23,025
                          
                          
                          
                          49,023Net
      cash used in operating activities
                          
                          
                          (17,338
                          )
                          
                          
                          (2,229
                          )Cash
      Flows From Investing ActivitiesChange
      in cash, escrow
                          
                          
                          -
                          
                          
                          
                          5,900Net
      cash provided by investing activities
                          
                          
                          -
                          
                          
                          
                          5,900Cash
      Flows From Financing ActivitiesBank
      overdraft
                          
                          
                          (535
                          )
                          
                          
                          -Proceeds
      from stockholders' loans
                          
                          
                          22,302
                          
                          
                          
                          1,499Payments
      on notes payable
                          
                          
                          -
                          
                          
                          
                          (1,000
                          )Net
      change in lines of credit
                          
                          
                          (4,429
                          )
                          
                          
                          (4,287
                          )Net
      cash provided by/ (used in) financing activities
                          
                          
                          17,338
                          
                          
                          
                          (3,788
                          )Net
      change in cash
                          
                          
                          -
                          
                          
                          
                          (117
                          )Cash
      at beginning of period
                          
                          
                          -
                          
                          
                          
                          175Cash
      at end of period
                          
                          $
                          -
                          
                          
                          $
                          58Supplemental Disclosure of Cash Flows
      InformationIncome
      taxes
                          
                          $
                          -
                          
                          
                          $
                          -Interest
                          
                          
                          -
                          
                          
                          
                          13,059
  See
accompanying notes to the condensed financial statements.
 
 
   
 Supplemental Disclosure of
Non-Cash Investing and Financing Activities
 
 During
the nine months ended June 30, 2009 outstanding debt of $17,111, $10,430, and
$18,203 was forgiven on the Company's accounts payable/accrued expenses, note
payable, and Washington Mutual line of credit, respectively.  These
amounts have been excluded from the statements of cash flows
presented.
 
 During
the nine months ended June 30, 2009 an outside third party purchased the notes
payable to two stockholders. Accordingly,  loans/related party
balances in the amount of $228,257 have been reclassified to “Notes Payable” and
the third party was issued a new Note Payable for payment of other expenses on
behalf of the Company in the amount of $21,718.  These amounts have
been excluded from the statements of cash flows presented.
 
 During
the nine months ended June 30, 2009 a stockholder of the Company personally
assumed the outstanding debt and interest on a line of credit held by the
Company.  The total amount assumed on the line of credit was $124,953
and interest of $3,264 was also assumed.  These amounts have been
excluded from the statements of cash flows presented.
 
 During
the nine months ended June 30, 2009 a stockholder of the Company personally
assumed two stockholder loans/related party balances in the amount of
$200,947.  Additionally, this stockholder personally assumed $26,463
of credit card debt held by the Company.  These amounts have been
excluded from the statements of cash flows presented.
 
 See accompanying notes to the condensed
financial statements.
  
    BOVERAN
DIAGNOSTICS, INC.
 NOTES TO CONDENSED FINANCIAL
STATEMENTS
  NOTE
1 – BASIS OF PRESENTATION
 
 The
accompanying unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for annual financial statements. In the opinion
of management, all adjustments, consisting of normal recurring accruals
considered necessary for a fair presentation, have been included. The results of
operations are not necessarily indicative of the results that may be expected
for the year ending September 30, 2009. For further information, refer to the
financial statements and footnotes thereto for the most recent fiscal year as
reported in Form 10-KSB.
 
 NOTE
2 – NOTES PAYABLE/STOCKHOLDER LOANS
 
 On July
6, 2007, we issued a promissory note in the amount of $42,430, which bears
interest at a rate of 12% per annum.  The note required five monthly
payments of $500 with the remainder due on January 6, 2008. The note was issued
in lieu of payment for prior services rendered. The note has
been  renegotiated to provide for a reduction of the principal balance
to $30,000 payable in six equal installments of $5,000 (with interest at 0%), as
follows: One payment of $5,000 on completion of the merger transaction with STB
followed by five equal monthly payments of $5,000 commencing one month after the
Closing of the merger transaction.
 
 On
January 2, 2009, we revised and re-issued certain promissory notes in the face
amount of $173,257 and $55,000 to Collette Eck Szczesny and Marilyn Eck,
respectively.  These notes represent amounts due and in default from
December 31, 2007 and on which no interest or principal has been paid by the
Company in over three (3) years.  In consideration of the lenders’
Agreement to extend these notes, the Company agreed to cause the notes to be
revised and re-issued as convertible debentures which would pay 7.5% interest
and be convertible by lenders at the conversion price equal to the par value of
our common shares (at present $0.001/share).  As such, the holders
could convert into a total of 237,000,000 shares of common stock of the Company,
if the full conversion privilege were to be
exercised.  Notwithstanding the foregoing, the Notes contain a
provision limiting the conversion thereof by any party to not more that 4.99%
ownership of the stock of the Company at any time after taking into account all
of the holdings of the converting party.  The lenders have agreed that
they will enter into such lock-up and/or leak-out agreements as may be required
by any successor management and/or entity which may acquire control of the
Company in a change of control transaction. On June 1, 2009, the notes were
assigned to Horowitz Consulting Group, LLC and the principals thereof have
agreed to limit the conversion right under the notes based on the fact that
Company does not currently have sufficient authorized shares to allow for the
conversion of the note beyond 26,000,000 shares and the fact that the Company
will need to issue shares in order to raise other operating capital as set forth
herein.
 
 During
the nine months ended June 30, 2009 a stockholder of the Company personally
assumed the outstanding debt and interest on a line of credit held by the
Company.  The total amount assumed on the line of credit was $124,953
and interest of $3,264 was also assumed.
 
 During
the nine months ended June 30, 2009 a stockholder of the Company personally
assumed two stockholder loans/related party balances in the amount of
$200,947.  Additionally, this stockholder personally assumed $26,463
of credit card debt held by the Company.
 
 
    NOTE
3 – BASIC AND DILUTED NET (LOSS) PER SHARE
 
 The basic
net (loss) per common share is computed by dividing the net (loss) by the
weighted average number of common shares outstanding.  Diluted net
(loss) per common share is not computed since it would be
anti-dilutive.
 
 NOTE
4 – RECENT MATERIAL TRANSACTION
 
 On July
16th, the
Company, in furtherance of their Letter of Intent “LOI” to merge with STB
Telemedia, Inc., entered into a formal joint venture agreement (the “Joint
Venture LLC”).  The joint venture was created by means of the
formation of an LLC to operate the business of STB Telemedia under the auspices
of the Company as a co-owner thereof.  It is the intention to of the
Company and STB Telemedia to complete the merger transaction on or before
September 15, 2009.
 
 In
addition, the Company has subsequently received commitments from certain of its
prior principle shareholders to exonerate the Company from any obligation with
respect to a principal balance of debt of approximately $437,000 and accrued
expenses of approximately $32,000 due to them along with the interest accrued
thereon.
 
 Bank of
America has agreed in principle to a reduction of the principal balance and
accrued interest to an amount not exceeding $55,000 as of the date
hereof.
 
 NOTE
5 – RECENT ACCOUNTING PRONOUNCEMENTS
 
 In July
2009, the FASB, in an effort to codify all authoritative accounting guidance
related to a particular topic in a single place, issued Statement of Financial
Account Standards No. 168, "The FASB Accounting Standard Codification and the
Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB
Statement No. 162" ("SFAS No. 168").  It replaces the U.S. generally
accepted accounting principles ("U.S. GAAP") hierarchy created by Statement
of Financial Accounting Standards No. 162, "The Hierarchy of Generally
Accepted Accounting Principles," by establishing only two levels of generally
accepted accounting principles: authoritative and non authoritative. All
authoritative guidance will carry the same level of authority. The statement is
effective for financial statements issued for interim and annual periods ending
after September 15, 2009. The adoption of SFAS No. 168 is not expected to
have a material effect on our results of operations.
 
 ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS
 
 The
following discussion should be read in conjunction with our unaudited financial
statements and the notes thereto.
 
 Forward-Looking
Statements
 
 This
quarterly report contains forward-looking statements and information relating to
us that are based on the beliefs of our management as well as assumptions made
by, and information currently available to, our management. When used in this
report, the words "believe," "anticipate," "expect," "estimate," “intend”,
“plan” and similar expressions, as they relate to us or our management, are
intended to identify forward-looking statements. These statements reflect
management's current view of us concerning future events and are subject to
certain risks, uncertainties and assumptions, including among many others: a
general economic downturn; a downturn in the securities markets; federal or
state laws or regulations having an adverse effect on proposed transactions that
we desire to effect; Securities and Exchange Commission regulations which affect
trading in the securities of "penny stocks,"; and other risks and uncertainties.
Should any of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described in this report as anticipated, estimated or expected. The accompanying
information contained herein, including, without limitation, the information set
forth under the heading “Management’s Discussion and Analysis and Plan of
Operation" identifies important additional factors that could materially
adversely affect actual results and performance. You are urged to carefully
consider these factors. All forward-looking statements attributable to us are
expressly qualified in their entirety by the foregoing cautionary statement. The
terms “Boveran Diagnostics,” “Boveran,” “we,” “us,” “our,” and the “Company”
refer to Boveran Diagnostics, Inc.
 
 
    Overview
 
 Prior to
July 26, 2008, the Company was known as Z Yachts, Inc., the successor of a
limited liability company founded in December 2002 in the state of Florida which
then became a corporation on April 8, 2005 in the State of Nevada. Z Yachts,
Inc. was a full-service brokerage company that served both recreational boaters
and the marine industry and had as its primary business the brokerage sale of
new and previously-owned recreational vessels.
 
 On July
26, 2008, the Company determined that it would no longer operate as a broker for
the sale of new and previously owned recreational vessels. Instead, from and
after July 26, 2008, the Company’s board of directors agreed to adopt a business
plan of developing cancer detection technologies and to change its name to
Boveran Diagnostics, Inc in light of its new change in business. The Company’s
board of directors then abandoned those operations and subsequently established
a new line of business for the Company and then formulated a new business model
of creating, marketing and licensing new media technologies. Along those lines,
the Company has entered into the letter of intent and the joint venture
agreement set forth below to accomplish that objective.
 
 On May
18, 2009, the Company entered into a Binding Letter of Intent to acquire 100% of
the stock of STB Telemedia and we intend to grow our existing organization by
obtaining financing and acquiring new technologies in the Multi-media sector and
to develop them and to bring them to the marketplace.  On July 16th, the
Company, in furtherance of their Letter of Intent “LOI” to merge with STB
Telemedia, Inc., entered into a joint venture agreement (the “Joint Venture
LLC”).  The joint venture was created by means of the formation of an
LLC to operate the business of STB Telemedia under the auspices of the Company
as a co-owner thereof.  It is the intention of both the Company and
STB Telemedia, Inc., to complete the merger transaction as set forth in the LOI
on or before September 15, 2009.
 
 Results
of Operations for the Nine Months Ended June 30, 2008 Compared to the Nine
Months Ended June 30, 2009.
 
 Due to
the change of our business, our brokerage income for the nine months ended June
30, 2009 was $0.  This was a decrease of $216,632, or 100%, as
compared to brokerage income of $216,632 for the nine months ended June 30,
2008.  The decrease in brokerage income was due to our change in
business from a full-service brokerage company that served both recreational
boaters and the marine industry and had as its primary business the brokerage
sale of new and previously-owned recreational vessels, to a cancer detection
technology development company and now into a new media technology development,
marketing and licensing Company.
 
 General
and administrative expenses for the nine months ended June 30, 2009 were
$40,770.  This was a decrease of $593,813, or 94%, as compared to
general and administrative expenses of $634,583 for the nine months ended June
30, 2008.   The decrease is due to our change in business from a
full-service brokerage company that served both recreational boaters and the
marine industry and had as its primary business the brokerage sale of new and
previously-owned recreational vessels to a cancer detection technology company
and ultimately into a new media technology development, marketing and licensing
Company, resulting in there being far reduced general and administrative
expenses for the period. The decrease is also due to the absence of $390,385 of
consulting fees related to shares of common stock issued during the nine months
ended June 30, 2008 that was not present during the nine months ended June 30,
2009.
 
 Depreciation
expense for the nine months ended June 30, 2009 was $0.  This is a
decrease of $3,448 or 100%, as compared to depreciation expense of $3,448 for
the nine months ended June 30, 2008. The decrease in depreciation expense was
due to the sale of the Company’s assets pursuant to an Asset Purchase Agreement
entered into on July 26, 2008, with Speedy X Change, a Wisconsin corporation and
the Company.
 
 
    Interest
expense for the nine months ended June 30, 2009 was $29,165.  This is
an increase of $4,070, or 16%, as compared to interest expense of $25,095 for
the nine months ended June 30, 2008.  The increase in interest expense
is due to the accrual of interest on outstanding lines of credit and a
stockholder loan during the nine months ended June 30,
2009.   Additional interest has also been accrued for the nine
months ended June 30, 2009 due to Bank of America demanding full payment on the
outstanding line of credit in December 2008, however, the Bank of America has
agreed in principle to a reduction of the principal balance and accrued interest
to an amount not exceeding $55,000 as of the date hereof.
 
 We had
gain on the forgiveness of debt for the nine months ended June 30, 2009 of
$45,744. This is an increase of $45,744, or 100%, as compared to gain on
forgiveness of debt of $0 for the nine months ended June 30,
2008.  The gain on the forgiveness of debt resulted from the
following: renegotiating and settling the outstanding balance on our line of
credit with Washington Mutual in the amount of $18,203, the forgiveness of debt
by vendors on the Company’s accounts payable/accrued expenses in the amount of
$17,111 and forgiveness of debt on a note payable in the amount of $10,430. In
addition, the Company has subsequently received commitments from certain of its
prior principle shareholders to exonerate the Company from any obligation with
respect to a principal balance of debt of approximately $437,000 and accrued
expenses of approximately $32,000 due to them along with the interest accrued
thereon.
 
 We had
net loss of $24,191 (or basic and diluted loss per share of $0.00) for the nine
months ended June 30, 2009, as compared to net loss of $446,494 (or basic and
diluted loss per share of $0.00), for the nine months ended June 30, 2008. The
decrease in net loss was primarily due to our change in business from a
full-service brokerage company, to a cancer detection technology development
company, and then to a new media technology holding company which has, as of
July 16th,
entered into a formal joint venture agreement with STB Telemedia, Inc. (the
“Joint Venture LLC”), which is now operating the business of STB Telemedia, Inc.
under the auspices of the Company as a co-owner thereof.  It is the
intention of the Company and STB to complete the merger transaction on or before
September 15, 2009.
 
 Liquidity
and Capital Resources
 
 As of
June 30, 2009, we had total current assets of $0.
 
 As of
June 30, 2009, we had total current liabilities of $936,388 consisting of loans
from stockholders of $437,512, bank line of credit of $95,636, accounts payable
to related parties of $39,711, accrued expenses of $48,383 accounts payable of
$35,171, and notes payable of $279,975.  Accrued expenses consisted of
credit cards payable and accrued interest.
 
 We had
negative working capital of $936,388 as of June 30, 2009. The ratio of current
assets to current liabilities was 0% as of June 30, 2009.
 
 During
the nine months ended June 30, 2009, net cash was $0; consisting of $17,338 used
in operating activities which was offset by $17,338 provided by financing
activities.
 
 Cash
flows from operations were not sufficient to fund our requirements during the
nine months ended June 30, 2009.  Our current cash requirements are
approximately $6,500 per month. To make up the shortfall, we utilized a portion
of the $50,000 non-refundable deposit we received upon executing a non-binding
Amended Term Sheet. Subsequent to that time and for the period of three months
ending September 30, 2009, we have and will continue to use third party loans
and additional capital investment to meet our monthly operating costs as well as
our capital expense and material inventory budget.
 
 We are in
the process of renegotiating our outstanding debt with our
creditors.
 
 On July
6, 2007, we issued a promissory note in the amount of $42,430 to PCMS’ parent
company for PCMS to provide us with six months of regulatory compliance services
regarding periodic and other reports that we are required to file with the
SEC.  The note matured on January 6, 2008, and was in default, until a
renegotiation thereof to provide for a reduction of the principal balance to
$30,000 payable in six equal installments of $5,000 (with interest at 0%), as
follows: One payment of $5,000. on completion of the merger transaction with STB
followed by five equal monthly payments of $5,000 commencing one month after the
Closing of the merger transaction.
 
 
    We are
having difficulty meeting our current cash requirements as discussed above
regarding a note payable which is in default.  We estimate that we
will need to raise approximately $1,250,000 of additional capital during the
next twelve months in order to meet our cash requirements and fund our
operations.  To conserve cash we do not pay salaries and benefits for
management as of now and have not yet incurred any marketing
expenditures.
 
 We plan
to obtain additional capital from the sale of our common stock or through
additional loans from our stockholders. If we are unsuccessful in such efforts
we will delay our new business operations in the new media development,
marketing and licensing and possibly entertain the addition of certain strategic
partners.  At this time, we have identified additional financing
sources that are interested in our operations at this time. We do not have any
firm commitments or other identified sources of additional capital from third
parties or from our officers or directors or from shareholders. There can be no
assurance that additional capital will be available to us, or that, if
available, it will be on terms satisfactory to us. Any additional financing may
involve dilution to our shareholders. In the alternative, additional funds may
be provided from cash flow in excess of that needed to finance our day-to-day
operations, although we may never generate this excess cash flow. That agreement
with Boveran has been terminated and the Company has commenced operations with
STB Telemedia, Inc., as a new media technology development, marketing and
licensing company which we expect will generate significant operating cash flows
and cause the Company to attract significant amounts of additional investment
dollars.
  Critical
Accounting Policies
 
 Our
discussion and analysis of our financial condition and results of operations is
based upon our financial statements, which have been prepared in accordance with
accounting principals generally accepted in the United States. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of any contingent assets and liabilities. On an on-going
basis, we evaluate our estimates. We base our estimates on various assumptions
that we believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or
conditions.
 
 We
believe the following critical accounting policies affect our more significant
judgments and estimates used in the preparation of our financial
statements:
 
 Revenue
Recognition
 
 We
recognize revenue when persuasive evidence of an arrangement exists, services
have been rendered, the sales price is fixed or determinable, and collectibility
is reasonably assured.
 
 Income
Taxes
 
 Prior to
April 8, 2005, we were a limited liability company whereby federal and state
income taxes were not payable by, or provided for.  Members were taxed
individually on their share of partnership earnings.  From April 8,
2005 going forward, we recognize deferred tax assets and liabilities based on
differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered.  We provide
a valuation allowance for deferred tax assets for which we do not consider
realization of such assets to be more likely than not.  During the
nine months ended June 30, 2009, we incurred net losses and, therefore, had no
tax liability.  The net deferred tax asset generated by the loss
carry-forward has been fully reserved.
 
 
    Plan
of Operations for the Year Ending September 30, 2009
 
 On July
26, 2008, the Company determined that it would no longer operate its business as
a broker for the sale of new and previously owned recreational vessels. Instead,
from and after May 18, 2009, the Company’s board of directors agreed to adopt a
business plan of media based technologies and in furtherance thereof, the
Company entered into a joint venture with STB Telemedia, Inc. (“STB”) it’s
proposed merger partner and its current Joint Venture Partner.
 
 We intend
to grow our existing organization by obtaining financing and acquiring new
technologies in the Multi-media sector and to develop them and to bring them to
the marketplace. If we are unable to obtain the requisite financing we may have
to withdraw from the multi-media delivery market and seek a potential new
business combination or merger transaction.
 
 ITEM
      3.
                QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
 
 The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates. The Company does not undertake any specific actions
to limit those exposures.
 
 ITEM
      4.
              CONTROLS
      AND PROCEDURES
 
 Evaluation of Disclosure
Controls and Procedures
 
 Our Chief
Executive Officer and our Chief Financial Officer, after evaluating the
effectiveness of our “disclosure controls and procedures” (as defined in the
Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of
the period covered by this report (the “Evaluation Date”), has concluded that as
of the Evaluation Date, our disclosure controls and procedures were not
effective to provide reasonable assurance that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act (i)
is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required  disclosure, and (ii) is recorded, processed,
summarized and reported within the time periods specified in the Commission’s
rules and forms.
 
 We plan
to improve our internal control over financial reporting in an effort to
remediate these deficiencies through improved supervision and training of our
accounting staff. These deficiencies have been disclosed to our board of
directors. We believe that this effort is sufficient to fully remedy these
deficiencies and we are continuing our efforts to improve and strengthen our
control processes and procedures. Our Chief Executive Officer, Chief Financial
Officer and directors will continue to work with our auditors and other outside
advisors to ensure that our controls and procedures are adequate and
effective.
 
 Changes in Internal Control
over Financial Reporting
 
 There
were no changes in our internal control over financial reporting that occurred
during the period covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
 
 
    PART
II – OTHER INFORMATION
 
 ITEM
      1.
              LEGAL
      PROCEEDINGS
 
 There are
no legal proceedings which are pending or have been threatened against us or any
of our officers, directors or control persons of which management is
aware.
 
 ITEM
      1A.
              RISK
      FACTORS.
 
 As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item
 
 ITEM
      2.
              UNREGISTERED
      SALES OF EQUITY SECURITIES
 
 Except as
above and as may have previously been disclosed on a current report on Form 8-K,
a quarterly report on Form 10-Q, an annual report on Form 10-KSB or a
registration statement, we have not sold any of our securities in a private
placement transaction or otherwise during the past three years.
 
 ITEM
      3.
              DEFAULT
      UPON SENIOR SECURITIES.
 
 Prior to
the date of filing this report, we had failed to fully pay and were in default
on $40,430 of remaining principal and $2,109 of accrued interest on a note
payable which matured on January 6, 2008, that we issued to the parent of PCMS
for PCMS to provide us with six months of regulatory compliance services
regarding periodic and other reports that we are required to file with the
SEC.  We were also subject to late charges equal to 5% of any amount
due under the note that is not received by the holder within three (3) days of
when such amount is due. As of the date hereof, the holder of such note payable
agreed to reduce the principal balance and accrued interest and late charges to
$30,000 payable in six equal installments of $5,000 (with interest at 0%), as
follows: One payment of $5,000 on completion of the merger transaction with STB
followed by five equal monthly payments commencing one month after the Closing
of the merger transaction.
 
 ITEM
      4.
                SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS
 
 None.
 
 ITEM
      5.
              OTHER
      INFORMATION
 
 The
previously pending transaction with Boveran Diagnostics has been aborted, and,
on May 18, 2009, the Company entered into a Binding Letter of Intent to acquire
100% of the stock of STB Telemedia and we intend to grow our existing
organization by obtaining financing and acquiring new technologies in the
Multi-media sector and to develop them and to bring them to the
marketplace.  On July 16th, the
Company, in furtherance of their Letter of Intent “LOI” to merge with STB
Telemedia, Inc., entered into a joint venture agreement (the “Joint Venture
LLC”).  The joint venture was created by means of the formation of an
LLC to operate the business of STB Telemedia under the auspices of the Company
as a co-owner thereof.  It is the intention of both the Company and
STB Telemedia, to complete the merger transaction as set forth in the LOI on or
before September 15, 2009.
 
 The
Company has been in the process of negotiating its outstanding debt with its
creditors.  In December 2008 we renegotiated and settled the
outstanding balance on our line of credit with Washington Mutual. As a result,
Washington Mutual has agreed to reduce the line of credit from $22,632 to
$4,429.  This amount has been satisfied.
 
 
    In
December 2008 Bank of America called the outstanding line of credit for
immediate payment.  Per diem interest is being accrued daily in the
amount of $20 for each day payment is late subsequent to December 12,
2008. However, the Bank of America has agreed in principle to a reduction
of the principal balance and accrued interest to an amount not exceeding $55,000
as of the date hereof.
 
 ITEM
      6.
              EXHIBITS
 
 Exhibit No.
                    
                    Description31.1*
                    
                    Certification
      of Chief Executive Officer  and Principal Financial Officer
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  200232.1*
                    
                    Certification
      of Principal Executive Officer and Principal Financial Officer furnished
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002.
 
 *      Filed
herein.
  SIGNATURES
 
 In
accordance with the requirements of the Exchange Act, the registrant has caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 BOVERAN
      DIAGNOSTICS, INC.Date:
      August 19, 2009
                By:
                /s/ Andrew J. SchenkerName:
      Andrew J. SchenkerTitle:
      Chief Executive Officer andPrincipal
      Financial Officer