UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
þ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 2010
o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from _________ to _________
Commission File Number: 333-164454
AVICENNA GLOBAL CORP.
(Name of Small Business Issuer in its charter)
| Nevada | 80-0347923 |
| (state or other jurisdiction of incorporation or organization) | (I.R.S. Employer I.D. No.) |
No 4/1062A, Beach Road
Calicut, Kerala, India 673032
(Address of principal executive offices)
+91 495 401 4357
Issuer’s telephone number
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
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 definition of “large accelerated filer and “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes o No þ
Aggregate market value of the voting and non-voting stock of the registrant held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter: $0.00.
As of March 14, 2011 the registrant’s outstanding stock consisted of 47,500,000 common shares.
AVICENNA GLOBAL CORP.
Table of Contents
2
Item 1. Description of Business
Avicenna Global Corp. (“Avicenna”, “we”, “the Company”) was incorporated in the State of Nevada as Rodon, Inc as a for-profit company on January 29, 2009 and established a fiscal year end of November 30. As at January 4, 2011, we changed its name to Avicenna Global Corp. by amending our Articles of Incorporation. We are a development stage company as defined by FASB ASC Topic 915-205 “Development Stage Entities” whose mission is to bridge globally established solutions, technologies and services with emerging markets to improve the quality of life and living standards by collaborating with innovators and distribution channels.
We have not been involved in any bankruptcy, receivership or similar proceedings since its incorporation nor has it been involved in any reclassification, merger or consolidation. We have no plans to change our business activities.
General
Avicenna has diversified interests worldwide in innovative solutions and technology in the fields of medicine, health care, information technology, engineering and industrial services.
We strive to improve the quality of life and living standards of people around the globe and especially the emerging markets. Towards the goal we have partnered with inventors and innovates to bring time tested and patented solutions with solid partnerships worldwide.
KKT Spinal Treatment
KKT is a patented, non-invasive technology that uses sound waves to easily and painlessly realign the spine to its natural position while regenerating tissue.
The KKT technology is designed to realign and restore the spine, utilizing each patient's unique sound frequencies to address core spinal distortions and disturbances. KKT’s integrated diagnostic and treatment system along with its intensive orientation places it at the forefront of medical achievement.
KKT is highly effective for treating many spine-related conditions including: whiplash, herniated disks, neck and back pain, osteoarthritis, headaches and sciatica as well as many other conditions.
The "Ultimate Spine Treatment" KKT (Khan Kinetic Treatment) technology is a highly sophisticated, non-invasive, evidence-based medical treatment designed to easily and painlessly realign the spine and regenerate cellular tissue. It utilizes your unique signature sound frequencies to address core spinal distortions and disturbances. KKT’s integrated diagnostic and treatment system along with its intensive orientation places it ahead of all other treatment options.
The KKT treatment can have a significant impact on your physical health by:
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Reducing or eliminating pain;
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Promoting tissue regeneration to remedy narrowing and loss of normal disk height;
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Arresting bone degeneration that lead to osteophytes or bone spurs;
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Repairing and strengthening tendons and ligaments;
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Enhancing coordination;
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Increasing range of motion; and
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Improving posture.
On January 17, 2011, we entered into a Memorandum of Understanding with KKT International Ltd. (“KKT”). The MOU states that we will work with KKT to develop clinics using KKT’s technologies in Mumbai, India.
3
Plan of Operation
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| 1. | We plan to begin our activities by working with KKT to open a spinal clinic in Mumbai, India. We expect to complete this within 180 days after raising enough capital to implement our plan of operations. |
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| 2. | After we are successful in opening our first clinic in Mumbai, we will look to expand by opening a second location. We expect to finish this stage within 360 days after raising enough capital to implement our plan of operations.
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| 3. | We will also work at seeking out further business opportunities and solidify and implement the technologies that we are currently working with. |
If we are unable to complete any aspect of our development or marketing efforts because we don’t have enough money, we will cease our development and/or marketing operations until we raise money. Attempting to raise capital after failing in any phase of our business plan would be difficult. As such, if we cannot secure additional proceeds we will have to cease operations and investors would lose their entire investment.
Management does not plan to hire additional employees at this time. Our President and Directors will be responsible for the initial product sourcing. We intend to hire sales representatives initially on a commission only basis to keep administrative overhead to a minimum.
We do not expect to be purchasing or selling plant or significant equipment during the next twelve months.
Research and Development
We have not spent any amounts on research and development activities during the year ended November 30, 2010. We anticipate that we will not incur any expenses on research and development over the next 12 months. Our planned expenditures on our operations or a business combination are summarized under the section of this annual report entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations”.
Employees and Employment Agreements
At present, we have no employees other than our officers and directors. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 2. Description of Property
We do not own any real estate or other properties. Our office is located at No 4/1062A, Beach Road, Calicut, Kerala, India 673032.
Item 3. Legal Proceedings
We are currently unaware of any legal matters pending or threatened against us.
4
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
Market Information
There is a limited public market for our common shares. Our common shares are quoted on the OTC Bulletin Board under the symbol “RODN.OB”. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.
OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
As of March 14, 2011, no shares of our common stock have traded.
Number of Holders
As of March 14, 2011, the 47,500,000 issued and outstanding shares of common stock were held by a total of 29 shareholders of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal years ended November 30, 2010 and 2009. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.
Recent Sales of Unregistered Securities
None.
Purchase of our Equity Securities by Officers and Directors
None.
Other Stockholder Matters
Item 6. Selected Financial Data
Not applicable to smaller reporting companies.
5
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.
This interim report contains forward looking statements relating to our Company's future economic performance, plans and objectives of management for future operations, projections of revenue mix and other financial items that are based on the beliefs of, as well as assumptions made by and information currently known to, our management. The words "expects”, “intends”, “believes”, “anticipates”, “may”, “could”, “should" and similar expressions and variations thereof are intended to identify forward-looking statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.
Our auditor’s report on our November 30, 2010 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Since our officer and director may be unwilling or unable to loan or advance us additional capital, we believe that if we do not raise additional capital over the next 12 months, we may be required to suspend or cease the implementation of our business plans. See “November 30, 2010 Audited Financial Statements – “Report of Independent Registered Public Accounting Firm.”
Management believes the amount of cash on hand and in our bank will not satisfy our cash requirements for the next twelve months or until such time those additional proceeds are raised. We plan to satisfy our future cash requirements - primarily the working capital required for the development of our course guides and marketing campaign and to offset legal and accounting fees - by additional equity financing. This will likely be in the form of private placements of common stock.
Management believes that if subsequent private placements are successful, we will be able to generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.
If Avicenna is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering and failure thereof would result in Avicenna having to seek capital from other sources such as debt financing, which may not even be available to the company. However, if such financing were available, because Avicenna is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If Avicenna cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in Avicenna common stock would lose all of their investment.
The development and marketing of our products will start over the next 12 months. Avicenna does not anticipate obtaining any further products or services.
Results of Operations
We did not generate any revenues for the fiscal year ended November 30, 2010, as well as no revenues for the fiscal year ended November 30, 2009. We incurred operating expenses of $18,791 and $2,570, respectively, for fiscal years ended November 30, 2010 and November 30, 2009.
Our comprehensive net loss for the fiscal year ended November 30, 2010 was $18,801, compared to $2,570 for the fiscal year ended November 30, 2009. Since the date of inception, we have incurred a comprehensive net loss of $21,371. We do not currently have sufficient capital to fund our estimated expenditures for the fiscal year and intend to fund the expenditures through equity and/or debt financing. There can be no assurance that financing will be available to us on acceptable terms, if at all.
6
Liquidity and Capital Resources
At November 30, 2010, we had $114 in cash in the bank and prepaid expenses of $5,000.
Our accounts payable and accrued liabilities at November 30, 2010 were $492.
Our stockholders' equity (deficit) was ($1,463) at November 30, 2010, as compared to $17,338 at November 30, 2009.
In the next 12 months, we do not intend to spend any substantial funds on research and development and do not intend to purchase any major equipment.
We do not anticipate any material commitments for capital expenditures in the near term. While we continue to work towards 100% capacity, we feel that current cash on hand is insufficient to satisfy cash requirements. If we are unable to continue to develop and implement a profitable business plan, we will be required to seek additional avenues to obtain funds necessary to sustain operations, including equity and/or debt financing. There can be no assurance that financing will be available to us on acceptable terms, if at all.
Given that we have not achieved significant profitable operations to date, our cash requirements are subject to numerous contingencies and risk factors beyond our control, including operational and development risks, competition from well-funded competitors and our ability to manage growth. We can offer no assurance that we will generate cash flow sufficient to achieve profitable operations or that our expenses will not exceed our projections. If our expenses exceed estimates, we will require additional monies during the next twelve months.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Policies
Management's discussion and analysis of our financial condition and results of operations are based on the financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of such financial statements requires Management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, Management will evaluate its estimates and will base its estimates on historical experience, as well as on various other assumptions in light of the circumstances surrounding the estimate, and the results will form the basis in making judgments about the carrying values of our assets and liabilities that are not readily apparent from other sources. It should be noted, however, that actual results could materially differ from the amount derived from Management's estimates under different assumptions or conditions.
Loss per share is computed using the weighted average number of common stock outstanding during the period. Diluted loss per share is computed using the weighted average number of common and potentially dilutive common stock outstanding during the period reported. Our Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted, would have a material effect on the our current financial statements.
Because we are a small, development stage company, with only one director, we have not yet appointed an audit committee or any other committee of our Board of Directors.
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
7
Item 8. Financial Statements
AVICENNA GLOBAL CORP.
(A Development Stage Company)
Audited
November 30, 2010
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| Index |
| Balance Sheets | F-1 |
| Statements Of Operations | F-2 |
| Statements Of Stockholders' Equity (Deficit) | F-3 |
| Statements Of Cash Flow | F-4 |
| Notes To Financial Statements | F-5 |
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| (formerly: Rodon, Inc.) (A Development Stage Company) Balance Sheets (Audited) | ||||||
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| November 30, 2010 | November 30, 2009 | ||||
| Assets |
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| Current assets |
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| Cash | $ 114 | $ 17,673 | |||
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| Prepaid expenses | 5,000 |
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| Total current assets | 5,114 |
17,673 | |||
| Total assets | $ 5,114 | $ 17,673 | ||||
| Liabilities and Stockholders’ Equity(Deficit) | ||||||
| Current liabilities | ||||||
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| Advances-related party | $ 6,085 | $ 335 | |||
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| Accounts payables and accrued liabilities | 492 |
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| Total current liabilities | 6,577 |
335 | |||
| Total liabilities | 6,577 | 335 | ||||
| Stockholders’ equity (deficit) | ||||||
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| Common stock, $0.001 par value, 75,000,000 shares authorized; |
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| 47,500,000 shares issued and outstanding | 47,500 | 47,500 | |||
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| Additional paid-in-capital | 4,280 | 4,280 | |||
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| Deficit accumulated during the development stage | (53,243) | (34,442) | |||
| Total stockholders’ equity (deficit) | (1,463) | 17,338 | ||||
| Total liabilities and stockholders’ equity (deficit) | $ 5,114 | $ 17,673 | ||||
| The accompanying notes are an integral part of these financial statements. | ||||||
F-1
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| Avicenna Global Corp (formerly: Rodon, Inc.) (A Development Stage Company) Statements of Operations (Audited) | |||||
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| Year Ended November 30, 2010 | From Inception on (January 29, 2009) to November 30, 2009 | From Inception on (January 29, 2009) to November 30, 2010 |
| Expenses |
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| General and administrative expenses |
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| $ 18,791 | $ 2,570 | $ 21,371 |
| Net loss from operations |
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| (18,791) | (2,570) | (21,371) |
| Other income(expense) |
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| Interest expense |
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| (10) | - | (10) |
| Net loss |
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| $ (18,801) | $ (2,570) | $ (21,371) |
| Loss per common share – Basic |
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| $ (0.00) | $ (0.00) |
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| Weighted Average Number of Common Shares Outstanding-Basic |
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| 47,500,000 | 28,513,070 |
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| The accompanying notes are an integral part of these financial statements. | |||||
F-2
| (formerly: Rodon, Inc.) (A Development Stage Company) Statement of Stockholders’ Equity (Deficit) From Inception (January 29, 2009) to November 30, 2010 (Audited) | |||||
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| Number of Common Shares | Amount | Additional Paid-in- Capital | Deficit accumulated During development stage | Total |
| Balance at inception on January 29, 2009 | - | $ - | $ - | $ - | $ - |
| May 18 , 2009 |
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| Common shares issued for cash at $0.0001 | 25,000,000 | 25,000 | - | (22,500) | 2,500 |
| June 20, 2009 |
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| Common shares issued for cash at $0.0005 | 18,000,000 | 18,000 | - | (9,372) | 8,628 |
| June 26, 2009 |
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| Common shares issued for cash at $0.002 | 4,500,000 | 4,500 | 4,280 | - | 8,780 |
| Net loss |
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| (2,570) | (2,570) |
| Balance as of November 30, 2009 | 47,500,000 | $ 47,500 | $ 4,280 | $ (34,442) | $ 17,338 |
| Net loss |
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| (18,801) | (18,801) |
| Balance as of November 30, 2010 | 47,500,000 | $ 47,500 | $ 4,280 | $ (53,243) | $ (1,463) |
The accompanying notes are an integral part of these financial statements.
F-3
| (formerly: Rodon, Inc.) (A Development Stage Company) Statement of Cash Flows (Audited) | ||||||
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| Year Ended November 30, 2010 | From Inception on (January 29, 2009) to November 30, 2009 | From Inception on (January 29, 2009) to November 30, 2010 | |||
Operating Activities |
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| Net loss | $ (18,801) | $ (2,570) | $ 21,371) | ||
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| Prepaid Expenses | (5,000) |
| (5,000) | ||
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| Accounts payables and accrued liabilities | 492 |
| 492 | ||
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| Net cash used in operating activities | (23,309) | (2,570) | (25,879) | ||
| Financing Activities |
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| Advances | 5,750 | 335 | 6,085 | ||
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| Sale of common stock | - | 19,908 | 19,908 | ||
| Net cash provided by financing activities | 5,750 | 20,243 | 25,993 | ||
| Net increase (decrease) in cash and equivalents | (17,559) | 17,673 | 114 | |||
| Cash and equivalents at beginning of the period | 17,673 | - | - | |||
| Cash and equivalents at end of the period | $ 114 | $ 17,673 | $ 114 | |||
| Supplemental cash flow information: |
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| Cash paid for: |
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| Interest | $ - | $ - | $ - | ||
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| Taxes | $ - | $ - | $ - | ||
Non-Cash Activities | $ - | $ - | $ - | |||
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The accompanying notes are an integral part of these financial statements. | ||||||
F-4
(formerly: Rodon, Inc.)
(A Development Stage Enterprise)
Notes to the Audited Financial Statements
November 30, 2010
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
Avicenna Global Corp. formerly Rodon. Inc (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on January 29, 2009. The Company is in the development stage as defined under Statement on Financial Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities". The Company intends to bridge globally established solutions, technologies and services with emerging markets to improve the quality of life and living standards by collaborating with innovators and distribution channels.
The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception (January 29, 2009) through November 30, 2010, the Company has accumulated losses of $21,371.
NOTE 2 - GOING CONCERN
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $53,243 as of November 30, 2010 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
F-5
Avicenna Global Corp.
(formerly: Rodon, Inc.)
(A Development Stage Company)
Notes to the Audited Financial Statements
November 30, 2010
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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.
Foreign Currency Translation
The Company's functional currency and its reporting currency is the United States dollar.
Financial Instruments
The carrying value of the Company’s financial instruments approximates their fair value because of the short maturity of these instruments.
Stock-based Compensation
Stock-based compensation is accounted for at fair value in accordance with Financial Accounting Standards Board Accounting Standards Codification 718 (FASB ASC 718) “Stock Compensation”. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Income Taxes
Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with FASB ASC 205 "Earnings per Share". FASB ASC 205 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.
Fiscal Periods
The Company's fiscal year end is November 30.
F-6
Avicenna Global Corp.
(formerly: Rodon, Inc.)
(A Development Stage Company)
Notes to the Audited Financial Statements
November 30, 2010
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements
In February 2010, the FASB issued Accounting Standards Update 2010-09 (ASU 2010-09), Subsequent Events (Topic 855), amending guidance on subsequent events to alleviate potential conflicts between FASB guidance and SEC requirements. Under this amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and we adopted these new requirements for the period ended November 30, 2010. The adoption of this guidance did not have a material impact on our financial statements.
In March 2010, the FASB issued ASU No. 2010-11, "Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives" (codified within ASC 815 - Derivatives and Hedging). ASU 2010-11 improves disclosures originally required under SFAS No. 161. ASU 2010-11 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-11 is not expected to have any material impact on our financial position, results of operations or cash flows.
In April 2010, the FASB issued ASU No. 2010-17, "Revenue Recognition - Milestone Method (Topic 605): Milestone Method of Revenue Recognition" (codified within ASC 605 - Revenue Recognition). ASU 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. ASU 2010-17 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-17 is not expected to have any material impact on our financial position, results of operations or cash flows.
NOTE 4 – INCOME TAXES (CONTINUED)
Components of net deferred tax assets, including a valuation allowance, are as follows at November 30, 2010 and 2009:
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| 2010 | 2009 |
| Deferred tax assets: |
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| Net operating loss carryforward | $ 7,476 | $ 129 |
| Total deferred tax assets | 7,476 | 129 |
| Less: Valuation allowance | (7,476) | (129) |
| Net deferred tax assets | $ - | $ - |
The valuation allowance for deferred tax assets as of November 30, 2010 and 2009 was $7,476 and $129, respectively, which will begin to expire 2029. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of November 30, 2010 and 2009 and maintained a full valuation allowance.
Reconciliation between the statutory rate and the effective tax rate is as follows at November 30, 2010 and 2009:
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| 2010 | 2009 |
| Federal statutory rate | (35.0)% | (35.0)% |
| State taxes, net of federal benefit | (0.00)% | (0.00)% |
| Change in valuation allowance | 35.0% | 35.0% |
| Effective tax rate | 0.0% |
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F-7
Avicenna Global Corp
(formerly: Rodon, Inc.)
(A Development Stage Company)
Notes to the Audited Financial Statements
November 30, 2010
NOTE 5 - COMMON STOCK
The authorized capital of the Company is 75,000,000 common shares with a par value of $ 0.001 per share.
a)
On May 18, 2009, the Company issued 25,000,000 shares of common stock at a price of $0.0001 per share for total cash proceeds of $2,500.
b)
On June 22, 2009, the Company issued 18,000,000 shares of common stock at a price of $0.0005 per share for total cash proceeds of $8,628.
c)
On June 26, 2009, the Company issued 4,500,000 shares of common stock at a price of $0.002 per share for total cash proceeds of $8,780.
NOTE 6 – RELATED PARTY TRANSACTIONS
Since the inception of the Company, a shareholder, officer and director of the Company has advanced cash to the Company in the aggregate amount of $6,085. The amount is unsecured, non interest bearing and is due on demand.
NOTE 7 – OTHER INFORMATION
On November 3, 2010, the Company received a resignation notice from when Yung Bo Wang from all of his positions with the Company, including President, CEO, Principal Executive Officer, Treasurer, CFO, Principal Accounting Officer, Secretary, Treasurer and as Director.
Mr. Wang’s resignation was not due to any disagreement with the Company on any matter relating to its operations, policies or practices.
On November 3, 2010, the Company appointed Ummer Veedu as its new President, CEO, Principal Executive Officer, Treasurer, CFO, Principal Accounting Officer, Secretary, Treasurer and as Director.
Effective November 3, 2010 the Company has moved the location of its principal office to Grace 27/365A, P.O. Puthiyara, Calicut, Kerala, India.
On November 23, 2010, Rodon, Inc. (the “Company”), pursuant to a special vote by written consent of the majority of its shareholders, appointed Tariq Tyab to its Board of Directors. The appointment of Mr. Tyab brings the number of directors sitting on the Company’s Board of Directors to two.
NOTE 8 – SUBSEQUENT EVENTS
On December 22, 2011 the Company passed a resolution by Majority to change the name of the Company to Avicenna Global Corp and effecting a 10-1 forward stock split of the Company’s issued and outstanding common shares. Effective January 10, 2011, the Company will begin to trade on the Over the Counter Bulleting under the new ticker symbol “RODND”, which reflects the name change and forward split. In addition, the Company has moved the location of its principal office to No 4/1062A, Beach Road, Calicut Kerala, India.
On January 17, 2011, Avicenna Global Corp. (the “Company”) entered into a Memorandum of Understanding (the “MOU”) with KKT International Ltd. (“KKT”). KKT has acquired or developed a body of knowledge pertaining to therapeutic and diagnostic treatment of the spine. The MOU states that the Company will work with KKT to develop clinics using KKT’s technologies in Mumbai, India.
On January 28, 2011, the Company, pursuant to a special vote by written consent of the majority of its shareholders, appointed Dr. Aslam Khan, Afnaz, Abootty Ahamed and Jawad Qureshi to its Board of Directors. The appointment of Messrs. Khan, Ahamed and Qureshi brings the number of directors sitting on the Company’s Board of Directors to five.
F-8
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Our auditors are De Joya Griffith & Company, LLC, Certified Public Accountants & Consultants, operating from their offices in Henderson, NV. There have not been any changes in or disagreements with our accountants on accounting, financial disclosure or any other matter.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Company management, including our chief executive officer and chief financial officer, have evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Form 10-K. Based on that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective to ensure that the information we are required to disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified in Securities and Exchange Commission rules and forms. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including cost limitations, the possibility of human error, judgments and assumptions regarding the likelihood of future events, and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 promulgated under the Exchange Act that occurred during the last fiscal quarter of the fiscal year ended November 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management is aware that there is a lack of segregation of duties at our company due to the limited number of employees dealing with general administrative and financial matters. At this time management believes that, given the individuals involved and the control procedures in place, the risks associated with such lack of segregation are insignificant, and that the potential benefits of adding additional employees to segregate duties more clearly do not justify the associated added expense. Management will continue to evaluate this segregation of duties. In addition, management is aware that many of our currently existing internal controls are undocumented. Our management will be working to document such internal controls over the coming year.
Item 9B. Other Information.
None.
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PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act
Directors, Executive Officers and Key Employees
The following table sets forth certain information regarding our directors, executive officers and key employees as of November 30, 2010 and as of the date of the filing of this report:
| Name and Address | Age | Position(s) Held |
| Ummer Veedu | 37 | President, CEO, Treasurer, Principal Executive Officer, Chairman of the Board of Directors, and Secretary |
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| Tariq Tyab | 35 | Director |
| Dr. Aslam Khan | 45 | Director |
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Afnaz Abootty Ahamed |
32 |
Director |
| Jawad Qureshi | 33 | Director |
Background of Directors and Executive Officers
Ummer Veedu has been has our President, CEO, Principal Executive Officer, Treasurer, CFO, Principal Accounting Officer, Secretary, Treasurer and Director since November 3, 2010. Mr. Veedu has over 14 years of experience in managing and leading multimillion dollar IT projects in India, the United States and in Canada. He has worked in a leadership capacity to manage and deliver critical projects for companies such as IBM, JP Morgan Chase and various state and governmental departments both in the U.S. and in Canada. Since 2007, Mr. Veedu has been a Technical Architect and Technical Team Lead with the Alberta Employment, Immigration and Industry Cúram Implementation Project, a project for the Government of Alberta. From 2004 to 2007, Mr. Veedu was the Application Architect and Senior Technical Consultant with the Department of Workforce Development Enhanced Automated Benefits Legal Enterprise Services, a Department of the State of Wisconsin.
Tariq Tyab has been a director on our Board of Directors since November 23, 2010. Mr. Tyab has over 13 years of experience in corporate development and investor relations with both US and Canadian companies in a variety of industries such as medical technology, internet software start-ups, and oil and gas. From March 2009 to May 2010, Mr. Tyab served as VP of Chosen Foods Corporation, a private company, in the capacity of marketing & business development. From August 2007 to March 2009, Mr. Tyab served as President of EZShow.com, leading a staff of 20 in all aspects of product development, fundraising and marketing. From January 2005 to August 2007, Mr. Tyab served as Corporate Communications manager for Meridian Medical Inc., a publically traded company, in the role of investor relations and marketing. Mr. Tyab devotes approximately 10 hours a week to our business.
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Dr. Aslam Khan has been a director on our Board of Directors since January 28, 2011. For the past 15 years, Dr. Aslam Khan has been the founder and creative visionary behind the revolutionary non-invasive KKT spine treatment. As the founder, CEO and chairman of KKT International, Dr. Khan has been involved in the research and development of KKT treatment technology and managing the company’s operations around the globe including Canada, Thailand, Taiwan, Germany, the Middle East and India. Dr. Khan has co-authored several research articles that have been published in peer-reviewed medical journals such as “Spine”. Dr. Khan and his research has determined that tissue regeneration and bio-synthesis activation offer new opportunities in medical research and has focused his collaborations with other world renown researchers specifically in this area. Dr. Khan has developed new diagnostic analysis applications, exercise programs and spine related medical services and products. Dr. Khan has been nominated for several innovation and medical breakthrough awards both locally and internationally. Dr. Khan devotes approximately 10 hours a week to our business.
Afnaz Abootty Ahamed has been a director on our Board of Directors since January 28, 2011. Mr. Ahamed has 12 years of experience in managing and leading multimillion dollar IT projects in the Middle East primarily in the U.A.E. His experience range from various industries such as airline, media & broadcast, financial institution and governmental bodies. He has worked in a leadership capacity to manage and deliver critical projects for several government agencies. From 2009 to present he is the Projects & Services Director at Securetech LLC in the U.A.E. where he heads the organization service delivery and enterprise projects business unit. From 2005 to 2009 Mr. Ahamed was a Technical Architect at ESCA in the U.A.E. At ESCA Mr. Ahamed was responsible for designing and implementing the IT services infrastructure. Mr. Ahamed devotes approximately 10 hours a week to our business.
Jawad Qureshi has been a director on our Board of Directors since January 28, 2011. From June 2010 to present, Mr. Jawad Qureshi has served as President Of Simple Q Management Inc. where he assisted companies that were private and publically traded with his vast experience in areas of corporate restructuring, capital formation and corporate finance in the US stock markets. From 2003 until June 2010 Mr. Qureshi worked at Auto West BMW in various positions, from business development to director of new car sales. In his time at Auto West BMW, Mr. Qureshi was pioneering innovative sales and marketing methods that resulted in continuous organic double digit growth. Mr. Qureshi devotes approximately 10 hours a week to our business.
Term of Office of Directors
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until the officer dies or resigns or the Board elects a successor or removes the officer.
Key Employees
None.
Family Relationships
None.
Involvement in Certain Legal Proceedings
None.
Audit Committee Financial Expert
No determination has been made as to whether any member of the audit committee qualified as an audit committee financial expert as defined in Item 401 of Regulation S-K.
Code of Ethics
We have adopted an informal Code of Ethics that applies to our officers, directors, which we feel is sufficient at this time, given we are still in the start-up, development stage and have no employees, other than our officers and directors.
Item 11. Executive Compensation.
The following table sets forth, as of November 30, 2010 compensation awarded to our Chief Executive Officer (CEO) for the last two completed fiscal years.
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| SUMMARY COMPENSATION TABLE | |||||||||
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compens-ation ($) | Total ($) |
| Ummer Veedu, President, CEO (1) | 2010 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2009 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Yun Bo Wang, former CEO and director (2) | 2010 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2009 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Tariq Tyab, director (3) | 2010 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2009 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Dr. Aslam Khan, director (4) | 2010 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2009 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Afnaz Abootty Ahamed, director (5) | 2010 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2009 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Jawad Qureshi, director (6) | 2010 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2009 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
(1)
Mr. Veedu has been our President, CEO, CFO, Secretary and Treasurer since November 3, 2010.
(2)
Mr. Wang was our President, CEO, CFO, Treasurer and Secretary from January 29, 2009 to November 3, 2010.
(3)
Mr. Tyab has been a director on our Board of Directors since November 23, 2010.
(4)
Dr. Khan has been a director on our Board of Directors since January 28, 2011.
(5)
Mr. Ahamed has been a director on our Board of Directors since January 28, 2011.
(6)
Mr. Qureshi has been a director on our Board of Directors since January 28, 2011.
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Our current directors and executive officer have not and do not receive any compensation and have not received any restricted shares awards, options or any other payouts.
There are no current employment agreements between the Company and its executive officer or directors. Our executive officer and directors have agreed to work without remuneration until such time as we receive revenues that are sufficiently necessary to provide proper salaries to the officer and compensate the directors for participation. Our executive officer and directors have the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and a cash balances. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.
There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company.
Option Grants
No options were granted during the fiscal year ended November 30, 2010. We have no outstanding warrants or stock options.
Director Compensation
None.
Employment Agreements
None.
Report on Repricing of Options
None.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners and Management
The following table provides certain information regarding the ownership of our common stock, as of November 30, 2010 and as of the date of the filing of this annual report by:
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| • |
| each of our executive officers; |
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| • |
| each director; |
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| • |
| each person known to us to own more than 5% of our outstanding common stock; and |
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| • |
| all of our executive officers and directors and as a group. |
As of November 30, 2010, we had a total of 47,500,000 shares of common stock issued and outstanding. Except as indicated in footnotes to this table, the persons named in this table have sole voting and investment power with respect to all shares of common stock indicated below. Except where noted, the address of all listed beneficial owners is in care of our office address.
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| Name of Beneficial Owner | Title of Class | Amount and Nature of Beneficial Ownership (1) (#) | Percent of Class (2) (%) |
| Ummer Veedu, President, CEO, Treasurer, CFO, Principal Executive Officer and Director | Common Shares | 25,000,000 | 52.6 |
| Tariq Tyab, Director | Common Shares | 0 | 0 |
| Dr. Aslam Khan, Director | Common Shares | 0 | 0 |
| Mr. Afnaz Abootty Ahamed, Director | Common Shares | 0 | 0 |
| Jawad Qureshi, Director | Common Shares | 0 | 0 |
| All Officers and Directors as a Group | Common Shares | 25,000,000 |
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Changes in Control
None.
Item 13. Certain Relationships, Related Transactions and Director Independence
Currently, there are no contemplated transactions that the Company may enter into with our officers, directors or affiliates. If any such transactions are contemplated we will file such disclosure in a timely manner with the Commission on the proper form making such transaction available for the public to view.
The Company has no formal written employment agreement or other contracts with our current officer and director and there is no assurance that the services to be provided by him will be available for any specific length of time in the future. Ms. Clark anticipates devoting at a minimum of ten to fifteen percent of his available time to the Company’s affairs. The amounts of compensation and other terms of any full time employment arrangements would be determined, if and when, such arrangements become necessary.
14
Item 14. Principal Accountant Fees and Services
For the fiscal year ended November 30, 2010, we expect to incur approximately $4,000 in fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements. For the fiscal year ended November 30, 2009, we incurred $4,000 in fees to our independent accountants.
During the fiscal year ended November 30, 2010, we did not incur any other fees for professional services rendered by our principal independent accountants for all other non-audit services which may include, but not limited to, tax related services, actuarial services or valuation services.
Item 15. Exhibits
The following exhibits are being filed as part of this Annual Report on Form 10-K; all other exhibits required to be filed herein are incorporated by reference and can be found in their entirety in our original Form SB-2 registration statement filing on the SEC website at www.sec.gov.
Exhibit No.
Description
23.1
Consent of Independent Certified Public Accountants
15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
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| AVICENNA GLOBAL CORP. |
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| By: /s/ Ummer Veedu |
| Date: March 15, 2011 | Ummer Veedu |
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| President, Chief Executive Officer |
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| Chief Financial Officer, Director, Secretary, Treasurer |
Pursuant to 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 |
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| /s/ Ummer Veedu | President, Chief Executive | March 15, 2011 |
| Ummer Veedu | Officer, Chief Financial Officer, Director, Secretary, Treasurer |
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| /s/ Tariq Tyab | Director | March 15, 2011 |
| Tariq Tyab |
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| /s/ Dr. Aslam Khan | Director | March 15, 2011 |
| Dr. Aslam Khan |
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| /s/Afnaz Abootty Ahamed | Director | March 15, 2011 |
| Afnaz Abootty Ahamed |
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| /s/ Jawad Qureshi |
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| Jawad Qureshi | Director | March 15, 2011 |
16
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Avicenna Global Corp.
(formerly: Rodon, Inc.)
We have audited the accompanying balance sheets of Avicenna Global Corp. formerly Rodon, Inc. (A Development Stage Company) as of November 30, 2010 and 2009, and the related statements of operations, stockholders’ deficit, and cash flows for the years ended November 30, 2010 and 2009 and from inception (January 29, 2009) to November 30, 2010. Avicenna Global Corp. management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits 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 the 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 audits provide 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 Avicenna Global Corp. (A Development Stage Company) as of November 30, 2010 and 2009, and the results of its operations and its cash flows for the period ended November 30, 2010 and 2009 and from inception (January 29, 2009) to November 30, 2010 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
De Joya Griffith & Company, LLC
/s/ De Joya Griffith & Company, LLC
Henderson, Nevada
March 07, 2011
Certification of Chief Executive and Financial Officer Under
Section 302 of the Sarbanes-Oxley Act of 2002
I, Ummer Veedu, Chief Executive and Financial Officer of Avicenna Global Corp., certify that:
1. I have reviewed this Annual Report on Form 10-K of Avicenna Global Corp. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))) for the Registrant and have:
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. |
| (c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
| (a) | All significant deficiencies and material weaknesses in the design of operation of internal control over financial reporting which are reasonably likely to adversely effect the Registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
| Date: March 15, 2011 | /s/ Ummer Veedu Ummer Veedu Chief Executive Officer and Chief Financial Officer |
Certification of Chief Executive and Financial Officer of
Avicenna Global Corp. Pursuant to 18 U.S.C. 1350
I, Ummer Veedu, certify that:
In connection with the Annual Report on Form 10-K of Avicenna Global Corp. (the “Company”) for the period ended November 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ummer Veedu, Chief Executive and Financial Officer of the Company, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company |
| Date: March 15, 2011 | /s/ Ummer Veedu Ummer Veedu Chief Executive Officer and Chief Financial Officer |