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United States SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended: March 31, 2006
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File No. 000-51783
 
 NOVINT TECHNOLOGIES, INC.
  Delaware
    
    85-0461778(State of Incorporation)
    
    (IRS Employer ID. No.)9620 San Mateo Boulevard NE, Albuquerque, NM
    
    87113(Address of Principal Executive Offices)
    
    (Zip Code)
 :
 þ o
 o þ




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TABLE OF CONTENTS  PART 1  FINANCIAL INFORMATIONItem 1. Financial StatementsItem 2. Managements Discussion and Analysis or Plan of OperationPART II  OTHER INFORMATIONItem 1. Legal ProceedingsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 6. ExhibitsITEM 13. EXHIBITSSIGNATURESExhibit 4.2Exhibit 10.39Exhibit 31Exhibit 32    Table of Contents  Novint Technologies, Inc.
 BALANCE SHEET
 March 31, 2006(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    61,054Prepaid expenses and other current assets
    
    
    7,753Accounts receivable, net
    
    
    7,662Costs and estimated earnings in excess of billings on contracts
    
    
    23,874Total current assets
    
    
    100,343PROPERTY AND EQUIPMENT:Office equipment
    
    
    48,841Software
    
    
    7,246Computer equipment
    
    
    209,630265,717Less: Accumulated depreciation
    
    
    226,439Net property and equipment
    
    
    39,278INTANGIBLE ASSETS, NET
    
    
    148,650Total assets
    
    $
    288,271
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Novint Technologies, Inc.
 BALANCE SHEET
(Continued)
 March 31, 2006(Unaudited)LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)CURRENT LIABILITIES:Accounts payable
    
    $
    71,728Accrued payroll related liabilities
    
    
    98,583Accrued royalties
    
    
    37,500Accrued interest
    
    
    22,247Accrued research and development liabilities
    
    
    189,646Accrued expenses, related party
    
    
    25,000Other accrued liabilities
    
    
    144,645Billings in excess of costs and estimated earnings
    
    
    6,185Convertible Notes payable
    
    
    481,303Note payable
    
    
    200,000Total current liabilities
    
    
    1,276,837COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY (DEFICIT):Preferred stock, Series A: $0.01 par value;
authorized 4,000 shares, 0 issued and outstanding
    
    
    Common stock, authorized 50,000,000 shares, $0.01 par value;
16,836,845 issued and outstanding
    
    
    168,368Additional paid-in capital
    
    
    7,816,614Accumulated deficit
    
    
    (8,968,943
    )Accumulated other comprehensive loss
    
    
    (4,605
    )Total stockholders equity (deficit)
    
    
    (988,566
    )Total liabilities and stockholders equity (deficit)
    
    $
    288,271
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Novint Technologies, Inc.
 STATEMENTS OF OPERATIONS
 For the
    
    
    For theThree Months
    
    
    Three MonthsEnded
    
    
    EndedMarch 31, 2006
    
    
    March 31, 2005(Unaudited)
    
    
    (Unaudited)RevenueProject
    
    $
    36,856
    
    
    $
    87,281Product
    
    
    1,925
    
    
    
    27,930Total revenue
    
    
    38,781
    
    
    
    115,211Cost of goods sold:Project
    
    
    25,679
    
    
    
    39,758Product
    
    
    
    
    
    
    19,653Total cost of goods sold
    
    
    25,679
    
    
    
    59,411Gross margin
    
    
    13,102
    
    
    
    55,800Costs and expensesResearch and development
    
    
    89,840
    
    
    
    411,175General and administrative
    
    
    469,027
    
    
    
    513,053Depreciation and amortization
    
    
    24,697
    
    
    
    29,943Sales and marketing
    
    
    26,348
    
    
    
    54,258Total costs and expenses
    
    
    609,912
    
    
    
    1,008,429Loss from operations
    
    
    (596,810
    )
    
    
    (952,629
    )Other expenseInterest expense
    
    
    32,927
    
    
    
    58Total other expenses
    
    
    32,927
    
    
    
    58Net loss
    
    
    (629,737
    )
    
    
    (952,687
    )Preferred stock accretion
    
    
    (170,974
    )
    
    
    (7,090
    )Net loss available to common stockholders
    
    $
    (800,711
    )
    
    $
    (959,777
    )Loss per share, basic and diluted:Net loss
    
    $
    (0.04
    )
    
    $
    (0.07
    )Net loss available to common stockholders
    
    $
    (0.05
    )
    
    $
    (0.07
    )Weighted-average common shares outstanding,
basic and diluted
    
    
    15,161,091
    
    
    
    13,287,544
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Novint Technologies, Inc.
 STATEMENT OF CASH FLOWS
 For theThree Months EndedMarch 31, 2006
    
    
    March 31, 2005(Unaudited)
    
    
    (Unaudited)Cash flows from operating activities:Net loss
    
    $
    (629,737
    )
    
    $
    (952,687
    )Adjustments to reconcile net loss to net cash used in
operating activitiesDepreciation and amortization
    
    
    24,697
    
    
    
    29,943Common stock issued for services
    
    
    8,500
    
    
    
    60,000Options issued to employees for services
    
    
    74,804
    
    
    
    13,951Options issued to consultants for services
    
    
    13,447
    
    
    
    Amortization of unearned compensation
    
    
    
    
    
    
    50,377Reserve for contract loss
    
    
    
    
    
    
    (3,156
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    67,478
    
    
    
    (780
    )Prepaid expenses
    
    
    400
    
    
    
    3,750Deferred financing costs
    
    
    4,032
    
    
    
    Accounts payable
    
    
    989
    
    
    
    (196,699
    )Accrued liabilities
    
    
    153,163
    
    
    
    367,880Accrued interest
    
    
    28,307
    
    
    
    Accrued royalties
    
    
    7,500
    
    
    
    7,500Costs and estimated earnings in excess of billings
on contracts, net
    
    
    (23,874
    )
    
    
    (50,105
    )Billings in excess of costs and estimated earnings
on contracts, net
    
    
    (6,485
    )
    
    
    (34,020
    )Net cash used by operating activities
    
    
    (276,779
    )
    
    
    (704,046
    )Cash flows from investing activities:Property and equipment acquisitions
    
    
    (4,294
    )
    
    
    (3,354
    )Net cash provided (used) by investing activities
    
    
    (4,294
    )
    
    
    (3,354
    )Cash flows from financing activities:Proceeds from notes payable
    
    
    300,000
    
    
    
    Net cash provided by financing activities
    
    
    300,000
    
    
    
    Net increase (decrease) in cash and cash equivalents
    
    
    18,927
    
    
    
    (707,400
    )Cash and cash equivalents at beginning of period
    
    
    42,127
    
    
    
    1,329,428Cash and cash equivalents at end of period
    
    $
    61,054
    
    
    $
    622,028Supplemental information:Non-cash:
Issuance of common stock in payment of accrued
research and development liabilities
    
    $
    465,000
    
    
    $
    Non-cash:
Issuance of common stock in payment of note
payable and accrued interest
    
    $
    860,624
    
    
    $
    Research and Development paid with Note Payable
    
    $
    
    
    
    $
    123,222Fair value accretion on conditionally redeemable, convertible preferred stock
    
    $
    170,974
    
    
    $
    7,090
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PART 1  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 Novint Technologies, Inc.
 NOTES TO FINANCIAL STATEMENTS
 MARCH 31, 2006 AND 2005 (Unaudited)
 NOTE 1  BASIS OF PRESENTATION AND NATURE OF BUSINESS
 Basis of Presentation
  Nature of Business
  Going Concern and Managements Plans
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NOTE 1  BASIS OF PRESENTATION AND NATURE OF BUSINESS (Continued)
    NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Software Development Costs
  Property and Equipment
  7




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NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Intangible Assets
   Year Ended December 31,2006
    
    
    55,6262007
    
    
    71,6662008
    
    
    2,5002009
    
    
    2,5002010 and after
    
    
    16,358Total
    
    $
    148,650
 Revenue and Cost Recognition
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NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
     Loss per Common Share
 , Earnings Per Share
 Stock Option Plans
  9




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NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
  March 31,2005Net loss available to common shareholders, as reported
    
    $
    (959,776
    )Add: Stock-based employee compensation expense included in reported net income
    
    
    50,377Deduct: Total stock-based employee compensation expense determined under fair
value-based method for all awards
    
    
    (78,575
    )Pro forma net loss available to common shareholders
    
    $
    (987,974
    )Loss available to common shareholders per share, basic and diluted:As reported
    
    $
    (0.07
    )Pro forma
    
    $
    (0.07
    )
  Classification and Measurement of Freestanding Financial Instruments
Originally Issued in Exchange for Employee Services under FASB Statement No. 123(R)
 Application of EITF Issue No. 00-19 to
Freestanding Financial Instruments Originally Issued as Employee Accounting for Derivative Instruments and Hedging
 Research and Development
  Recent Accounting Pronouncements
  Accounting Changes and
Error Corrections Accounting Changes Reporting Accounting Changes in Interim Financial Statements
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NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
   NOTE 3  COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS ON CONTRACTS AND BILLINGS IN EXCESS OF
COSTS AND ESTIMATED EARNINGS ON CONTRACTS
  March 31,2006Costs and estimated earnings incurred on uncompleted contracts
    
    $
    23,874Billings on uncompleted contracts
    
    
    Costs and estimated earnings in excess of billings on uncompleted contracts
    
    $
    23,874
  March 312006Billings on uncompleted contracts
    
    $
    (6,497
    )Costs and estimated earnings incurred on uncompleted contracts
    
    
    310Billings in excess of costs and estimated earnings on uncompleted contracts
    
    $
    (6,187
    )
 NOTE 4  INTANGIBLE ASSETS
  March 31,2006Licensing agreements
    
    $
    880,000Patent
    
    
    10,734Less accumulated amortization
    
    
    (742,084
    )$
    148,650
 NOTE 5  NOTES PAYABLE
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NOTE 5  NOTES PAYABLE (Continued)
  NOTE 6  CONVERTIBLE NOTES PAYABLE
  NOTE 7  COMMITMENTS AND CONTINGENCIES
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NOTE 7  COMMITMENTS AND CONTINGENCIES (Continued)
        NOTE 8  STOCKHOLDERS EQUITY
 Conditionally Redeemable, Convertible Preferred Stock
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NOTE 8  STOCKHOLDERS EQUITY (Continued)
   Stock Options
   Shares
    
    
    
    
    
    
    Weighted-Under
    
    
    Price per
    
    
    AverageOption
    
    
    Share
    
    

Exercise PriceOptions outstanding at 12/31/05
    
    
    8,003,341
    
    
    $
    0.01-$0.66
    
    
    $
    0.26Granted
    
    
    554,900
    
    
    $
    1.00
    
    
    $
    1.00Exercised
    
    
    
    
    
    
    
    
    
    $
    Canceled
    
    
    
    
    
    
    
    
    
    $
    Options outstanding at 3/31/06
    
    
    8,558,241
    
    
    $
    0.01-$0.66
    
    
    $
    0.26Exercisable at 3/31/06
    
    
    6,304,241
    
    
    $
    0.01-$1.00
    
    
    $
    0.18
  Outstanding
    
    
    ExercisableWeightedAverageWeighted-
    
    
    Remaining
    
    
    
    
    
    
    WeightedAverage
    
    
    Contractual
    
    
    
    
    
    
    AverageExercise Price

    
    Number
    
    
    Exercise Price
    
    
    Life (years)
    
    
    Number
    
    
    Exercise Price$0.01
    
    
    
    338,416
    
    
    $
    0.01
    
    
    
    2.30
    
    
    
    338,416
    
    
    $
    0.01$0.05
    
    
    
    4,600,000
    
    
    $
    0.05
    
    
    
    6.46
    
    
    
    4,600,000
    
    
    $
    0.05$0.50
    
    
    
    1,261,364
    
    
    $
    0.50
    
    
    
    8.13
    
    
    
    261,364
    
    
    $
    0.50$0.66
    
    
    
    1,886,894
    
    
    $
    0.66
    
    
    
    8.45
    
    
    
    522,894
    
    
    $
    0.66$1.00
    
    
    
    554,900
    
    
    $
    1.00
    
    
    
    4.73
    
    
    
    304,900
    
    
    $
    1.00Total
    
    
    
    8,558,241
    
    
    $
    0.31
    
    
    
    6.92
    
    
    
    6,304,241
    
    
    $
    0.18
 NOTE 9  EQUITY TRANSACTIONS
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NOTE 9  EQUITY TRANSACTIONS (Continued)
        NOTE 10 WARRANTS
  March 31, 2006Shares
    
    
    Wtd Avg Ex PriceOutstanding at beginning of year
    
    
    3,442,900
    
    
    $
    1.29Granted
    
    
    Exercised
    
    
    
    
    
    
    1.00Forfeited
    
    
    (
    )
    
    
    Outstanding at end of year
    
    
    3,442,900
    
    
    
    1.31Exercisable at end of year
    
    
    2,888,000
    
    
    
    1.30Weighted average fair value of warrants granted
    
    $
    1.84
    
    
    $
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NOTE 10 WARRANTS (Continued)
  Warrants Outstanding
    
    
    Warrants ExercisableWeighted-Average
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Number
    
    
    Remaining
    
    
    Average
    
    
    Number
    
    
    AverageRange of
    
    Outstanding at
    
    
    Contractual
    
    
    Exercise
    
    
    Exercisable
    
    
    ExerciseExercise
Prices
    
    3/31/06
    
    
    Life
    
    
    Price
    
    
    at 3/31/06
    
    
    Price$0.00 to $0.25
    
    
    550,000
    
    
    7.50 years
    
    $
    0.25
    
    
    
    550,000
    
    
    $
    0.25$0.26 to $0.50
    
    
    250,000
    
    
    
    7.60
    
    
    
    0.50
    
    
    
    250,000
    
    
    
    0.50$0.51 to $1.00
    
    
    1,118,400
    
    
    
    4.68
    
    
    
    1.00
    
    
    
    563,500
    
    
    
    1.00$1.01 to $2.00
    
    
    1,524,500
    
    
    
    2.88
    
    
    
    2.00
    
    
    
    1,524,500
    
    
    
    2.00$0.25 to $2.00
    
    
    3,442,900
    
    
    
    
    
    
    
    
    
    
    
    2,888,000
 NOTE 11  RELATED PARTIES
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NOTE 11  RELATED PARTIES (Continued)
  NOTE 12  SUBSEQUENT DISCLOSURE
  17




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Item 2. Managements Discussion and Analysis or Plan of Operation.
 Note Regarding Forward-Looking Statements
   MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
  OVERVIEW
      18




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Accounting Changes and
Error Corrections Accounting Changes Reporting Accounting Changes in Interim Financial Statements
  20




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    22




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Item 6. Exhibits
 
  Number
    
    Description3.1*
    
    Articles of Incorporation3.2*
    
    Bylaws
 25




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Number
    
    Description3.3*
    
    Articles of Merger3.4*
    
    Certificate of Merger4.1*
    
    Articles of Incorporation (See Exhibit 3.1)4.2
    
    Form of Common Stock Purchase Warrant, April 2006.10.1*
    
    License Agreement with Sandia; Amendments10.2*
    
    Lease for 9620 San Mateo10.3*
    
    Employment Agreement with Tom Anderson10.4*
    
    Employment Agreement with Walter Aviles10.5*
    
    2004 Incentive Stock Plan10.6*
    
    Shareholders Agreement10.7*
    
    Lock Up Agreement10.8*
    
    Miscellaneous Technical Services Agreement between Aramco Services Company and Novint Technologies,
Inc.10.9*
    
    Contract Addendum between Aramco Services Company and Novint Technologies, Inc.10.10*
    
    Amendment to Contract between Aramco Services Company and Novint Technologies, Inc.10.11*
    
    Amendment to Contract between Aramco Services Company and Novint Technologies, Inc.10.12*
    
    Statement of Work between Chevron Corporation and Novint Technologies, Inc.10.13*
    
    Purchase Order from DaimlerChrylser Corporation10.14*
    
    Purchase Order # 94059 from LockheedMartin Corporation10.15*
    
    Purchase Order # 96996 from LockheedMartin Corporation10.16*
    
    Purchase Order # 97860 from LockheedMartin Corporation10.17*
    
    Purchase Order # Q50601685 from LockheedMartin Corporation10.18*
    
    Purchase Order # QQ060592 from LockheedMartin Corporation10.19*
    
    Purchase Order # Q50608809 from LockheedMartin Corporation10.20*
    
    Purchase Order #24232 from Sandia National Laboratories10.21*
    
    Purchase Order #27467 from Sandia National Laboratories10.22*
    
    Purchase Order #117339 from Sandia National Laboratories10.23*
    
    Purchase Order #250810 from Sandia National Laboratories10.24*
    
    Undersea Exploration Modeling Agreement between Woods Hole Oceanographic Institute and Novint
Technologies, Inc.10.25*
    
    Purchase Order for Lunar Design, Inc. dated April 7, 200510.26*
    
    Sublicense Agreement between Manhattan Scientifics and Novint Technologies, Inc.
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Number
    
    Description10.27*
    
    License and Royalty Agreement between Manhattan Scientifics and Novint Technologies, Inc.10.28*
    
    Research Development and License Agreement between Manhattan Scientifics and Novint Technologies, Inc.10.29*
    
    Intellectual Property License Agreement with Force Dimension LLC10.30*
    
    Purchase Order with Lockheed Martin dated April 1, 200510.31*
    
    Purchase Order with Lockheed Martin dated April 4, 200510.32*
    
    Purchase Order with Lockheed Martin dated April 21, 200510.33*
    
    Purchase Order with Deakin University dated April 6, 200410.34*
    
    Purchase Order with Robarts Research dated September 24, 200410.35*
    
    Purchase Order with University of New Mexico dated March 16, 200410.36*
    
    Amendment to Agreement with Force Dimension Dated May 5, 200510.37*
    
    Amendment to contract between Aramco Services Company and Novint Technologies, Inc.10.36#
    
    Purchase Order with Lockheed Martin dated February 16, 200610.37#
    
    Amendment to Intellectual Property License Agreement with Force Dimension LLC dated March 9, 200610.38#
    
    Purchase Order with Lockheed Martin dated March 3, 200610.39
    
    Form of Subscription Agreement for Securities, April 2006.14#
    
    Code of Ethics31
    
    Certification Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 200232
    
    Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The
Sarbanes-Oxley Act Of 2002
 
 *
    
    Filed with the Issuers Registration Statement on Form SB-2 on May 17, 2004, and as
subsequently amended, and incorporated herein by
reference.#
    
 Filed with the Issuers Annual Report on Form 10KSB, filed with the Commission on April 17,
2006, and incorporated herein by reference.  27




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SIGNATURES
  NOVTIN TECHNOLOGIES, INC.By:
    /s/  TOM ANDERSONTom AndersonChief Executive Officer ,
President and Chief Financial
Officer
May 22, 2006 28