Corruven, Inc. - FORM 10-Q - November 18, 2014

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EXCEL - IDEA: XBRL DOCUMENT - Corruven, Inc.	Financial_Report.xls
EX-10.10 - EXHIBIT 10.10 - Corruven, Inc.	v394332_ex10-10.htm
EX-32.2 - EXHIBIT 32.2 - Corruven, Inc.	v394332_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - Corruven, Inc.	v394332_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - Corruven, Inc.	v394332_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - Corruven, Inc.	v394332_ex31-1.htm

U. S. 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 quarterly period ended September 30, 2014

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

For the transition period from ___________ to _____________

Commission File Number: 333-184669

CORRUVEN, INC.

Nevada				01-0949620
(State or other jurisdiction				(IRS Employer
of Incorporation)				Identification Number)

Alain Belanger, Chief Executive Officer

Corruven, Inc.

264 Notre Dame

Kedgwick, New Brunswick E8B 1H9

Canada

Phone: (877) 284-3101

Fax: (506) 284-3153

(Name, address and telephone number of agent for service)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

22,392,628 common shares outstanding, $0.001 par value, as of November 18, 2014.

Forward Looking Statements

Certain information contained in this Quarterly Report on Form 10-Q (this “Report” or “Quarterly Report”) includes forward-looking statements expressed in good faith and based upon what we believe are reasonable assumptions, but there can be no assurance that these expectations will be achieved or accomplished. These forward looking statements can be identified by the use of terms and phrases such as “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.).

The statements herein which are not historical reflect our current expectations and projections about the Company’s future results, performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to the Company and management and their interpretation of what are believed to be significant factors affecting the businesses, including many assumptions regarding future events.

Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the filing date of this Quarterly Report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the SEC (which shall also include by reference herein and incorporate the same as if fully included in their entirety, all Form 10-Ks, Form 10-Qs, Form 8-Ks and other periodic reports filed by us in the SEC’s EDGAR filing system (www.sec.gov)) which attempt to update interested parties of the risks and factors and other disclosures that may affect our business, financial condition, results of operation and cash flows.

Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in this Quarterly Report.

PART I

ITEM 1.

FINANCIAL STATEMENTS

CORRUVEN, INC.

CONDENSED BALANCE SHEETS

	September 30,			December 31,
	2014			2013
	(Unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$	188,206		$	669,688
Amounts due from related parties, net		7,561			7,924
Accounts receivable, net		1,237			-
Other receivables		9,395			4,708
Deposits		4,461			4,675
Total current assets		210,860			686,995

Buildings, net of accumulated depreciation of $20,730 And $10,313, respectively		243,021			266,069
Land		15,978			16,743

Total assets	$	469,859		$	969,807

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable, related parties	$	26,612		$	82,531
Accounts payable and accrued expenses		26,573			28,573
Current maturities of note payable, net of discount of $5,702 and $-0-, respectively		16,603			-
Total current liabilities		69,788			111,104

Note payable, net of current maturities and discount of $2,023 and $13,493, respectively		109,506			126,453

Total liabilities		179,294			237,557

Stockholders' equity (deficit):
Series A preferred stock, $0.001 par value, 5,000,000 shares authorized, 100,000 shares issued and outstanding		100			100
Common stock, $0.001 par value, 95,000,000 shares authorized, 21,926,111 and 21,926,111 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively		21,926 21,926
Additional paid in capital		2,509,492			2,509,492
Subscriptions payable, consisting of 345,712 shares of common stock at September 30, 2014		233,356			-
Accumulated other comprehensive income		(45,535	)		(44,271	)
Accumulated deficit		(2,428,774	)		(1,754,997	)
Total stockholders' equity (deficit)		290,565			732,250

Total liabilities and stockholders' equity (deficit)	$	469,859		$	969,807

See accompanying notes to financial statements.

CORRUVEN, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2014			2013			2014			2013
Revenues:
Product revenues	$	6,719		$	-		$	13,526		$	-
Product revenues, related party		-			-			6,218			-
Cost of goods sold, related party		(5,743	)		-			(16,814	)		-
Gross profit		976			-			2,930			-

Operating expenses:
Research and development		70,096			79,880			622,113			289,323
Selling, general and administrative		33,121			20,595			72,079			88,228
Total operating expenses		103,217			100,475			694,192			377,551

Net operating loss		(102,241	)		(100,475	)		(691,262	)		(377,551	)

Other income (expense):
Interest income		-			3			-			3
Interest expense		(1,894	)		(1,912	)		(5,632	)		(3,026	)
Freight income		326			-			617			-
Rental income, related party		8,744			7,213			22,500			12,213
Total other income (expense)		7,176			5,304			17,485			9,190

Net loss	$	(95,065	)	$	(95,171	)	$	(673,777	)	$	(368,361	)

Other comprehensive income:
Loss on foreign currency translation	$	(2,638	)	$	(7,667	)	$	(1,264	)	$	(14,362	)

Net other comprehensive loss	$	(97,703	)	$	(102,838	)	$	(675,041	)	$	(382,723	)

Weighted average number of common shares outstanding - basic and fully diluted		21,926,111			20,646,502			21,926,111			20,487,290

Net loss per share - basic and fully diluted	$	(0.00	)	$	(0.00	)	$	(0.03	)	$	(0.02	)

See accompanying notes to financial statements.

CORRUVEN, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the Nine Months
	Ended September 30,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(673,777	)	$	(368,361	)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debts		15,185			-
Depreciation		11,261			6,766
Amortization of debt discount		5,632			3,026
Decrease (increase) in assets:
Amounts due from related parties		(13,846	)		-
Accounts receivable		(1,280	)		-
Other receivables		(5,504	)		72,731
Deposits		-			201
Increase (decrease) in liabilities:
Accounts payable, related parties		(46,331	)		54,725
Accounts payable and accrued expenses		(4,914	)		33,642
Net cash used in operating activities		(713,574	)		(197,270	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of buildings and land		-			(177,818	)
Net cash used in investing activities		-			(177,818	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the sale of common stock		233,356			423,713
Net cash provided by financing activities		233,356			423,713

Effect of exchange rate changes on cash and cash equivalents		(1,264	)		(14,362	)

NET CHANGE IN CASH		(481,482	)		34,263
CASH AT BEGINNING OF PERIOD		669,688			56,216

CASH AT END OF PERIOD	$	188,206		$	90,479

SUPPLEMENTAL INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Note payable exchanged for purchase of building	$	-		$	126,230
Value of shares issued for stock subscription	$	-		$	75,324

See accompanying notes to financial statements.

CORRUVEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business

Corruven, Inc. (“the Company”) was incorporated in the State of Nevada on January 4, 2010 (“Inception”). The Company develops and markets a lightweight composite panel, Corruven, fabricated mainly from rotary veneer providing numerous advantages for various applications in different construction sectors.

Basis of Presentation

The Company has prepared the accompanying unaudited condensed financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. For further information, refer to the Company’s audited financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

JOBS Act

We are an “emerging growth company” as defined in the recently-enacted JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not “emerging growth companies.” As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain reporting and disclosure requirements, which may make our future public filings different than that of other public companies.

Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain new accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We will remain an “emerging growth company” until the earliest of: (i) the last day of the fiscal year during which we had total annual gross revenues of $1 billion or more, (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement, (iii) the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt or (iv) the date on which we are deemed a “large accelerated filer” as defined under the federal securities laws.

Reclassifications

In the current year, the Company separately classified bad debts in the statements of operations. For comparative purposes, amounts in prior periods have been reclassified to conform to current year presentation.

Use of Estimates

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 the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

CORRUVEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Fair Value of Financial Instruments

Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments.

Cash and Cash Equivalents

The Company maintains cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.

Other Receivables

Other receivables consist of HST receivables, which represent amounts paid by the Company to sales taxes authorities for initial payments of products and services made to Corruven Canada. Initial payments include a tax amount for all payments made, regardless of the nature of the expense. On a quarterly basis, the Company requests refunds from the tax authority for overpayments of sales taxes made which are related to non-taxable items. Amounts paid on non-taxable items are then refunded to the Company by the tax authority. At September 30, 2014 and December 31, 2013 these amounts were $9,395 and $4,708, respectively.

Property, Plant and Equipment

Property, plant and equipment is stated at cost, less accumulated depreciation, and we depreciate it on a straight-line basis over the estimated useful lives of the assets. Additions and improvements (including interest costs for construction of qualifying long-lived assets) are capitalized. Maintenance and repair expenses are charged to expense as incurred. The cost of property and equipment sold or disposed of and the related accumulated depreciation are eliminated from the property and related accumulated depreciation accounts, and any gain or loss is credited or charged to other income (expense).

We generally provide for depreciation over the following estimated useful service lives. Additionally, if there are indicators that certain assets may be potentially impaired we will analyze such assets in accordance with the related GAAP standard. The estimated useful lives for significant property, plant and equipment categories are as follows:

	Years
Equipment		5

Building and improvements		18

Revenue Recognition

For revenue from product sales, the Company recognizes revenue using four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

CORRUVEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Stock-Based Compensation

Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, are to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. There was no stock based compensation issued for services during the nine months ended September 30, 2014 and 2013, respectively.

Basic and Diluted 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 computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations.

Uncertain Tax Positions

In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities.

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

Foreign Currency Translation

The Company’s functional currency is the Canadian dollar. The Company uses the United States dollar for financial reporting purposes. Assets and liabilities of foreign operations are translated using current rates of exchange prevailing at the balance sheet date. Equity accounts have been translated at their historical exchange rates when the capital transaction occurred. Statement of operations amounts are translated at average rates in effect for the reporting period. The foreign currency translation adjustment loss of $1,264 and $14,362 for the nine months ended September 30, 2014 and 2013, respectively, have been reported as a component of comprehensive loss in the statement of stockholders’ equity. Translation gains or losses are shown as a separate component of stockholders’ equity.

CORRUVEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.

In July 2013, the FASB issued ASU No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carryforwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

CORRUVEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 2 – Going Concern

As shown in the accompanying financial statements, the Company has minimal revenues and incurred net losses from operations, resulting in an accumulated deficit of $2,428,774 as of September 30, 2014. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new ventures to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful; therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3 – Related Parties

R&D and License Agreements, Corruven Canada, Inc.

On January 5, 2010, the Company entered into an Intellectual Property License Agreement with Corruven Canada, Inc. (the “License”). The License provided the Company an exclusive license for various patents and patent applications related to materials, methods and devices relating to Corruven wood panel. The License provides that the Company shall pay to Corruven Canada, Inc. an annual royalty license fee of one percent (1%) of net sales of the products sold by the Company pursuant to the License. In addition, the Company entered into a Research and Development Agreement (the “R&D Agreement”) with Corruven Canada, Inc. in which the Company agreed to expend certain funds for the right of using the technologies and patents developed by Corruven Canada, Inc. Corruven Canada, Inc. is considered a related party due to the ownership by Alain Belanger, the Company's CEO and majority shareholder. The R&D Agreement provided that Corruven Canada was required to perform all research and development related to the finalization and commercial application of the Corruven Composite Panel, for which the Company was required to pay certain research and development costs to Corruven Canada consisting of: (i) a total of $1,928,820 over a five year period as follows: $495,982 on or before January 5, 2012; $440,873 on or before January 5, 2013; $385,764 on or before January 5, 2014; $330,655 on or before January 5, 2015;and (ii) $275,546 on or before January 5 of each following year thereafter for the life of the R&D Agreement. On June 30, 2014, the Company and Corruven Canada amended and restated the R&D Agreement wherein the above scheduled research and development cost payment schedule was terminated and the parties agreed that the Company would provide such research and development costs to Corruven Canada on an “as needed” basis when requested by Corruven Canada. In addition the Company is required to pay to Corruven Canada a “development fee” of two percent (2%) of net sales proceeds of the Company after January 5, 2013.

The R&D Agreement can be terminated by either party at any time upon the receipt of 90 days written notice to the other party. Upon notification of termination, Corruven Canada Inc. shall proceed in an orderly fashion to limit or terminate any outstanding commitments and/or to conclude any research being developed as a result of the R&D Agreement.

The following represents payments the Company has made to Corruven Canada through September 30, 2014:

	Amount
	Paid
2014	$	641,342
2013		312,945
2012		647,651
2011		463,738
2010		150,000
Total	$	2,196,447

The amounts paid in 2010 of $150,000 were applied to the accrual of and balance due at January 5, 2013. Due to the June 30, 2014 amendment, there are no longer any liabilities for amounts due under this agreement.

CORRUVEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Cost of Goods Sold, Corruven Canada, Inc.

The Company is a sales and research company with exclusive commercialization rights over the Corruven® technology. The Company does not maintain inventory on hand. The Company currently purchases finished panels and/or core from Corruven Canada, Inc. and resells it without holding the inventory. Currently, all manufacturing operations and inventory are manufactured and held by Corruven Canada, Inc. The Company made purchases related to products sold totaling $16,814 during the nine months ended September 30, 2014.

Lease Agreement, Corruven Canada, Inc.

Effective May 1, 2013, the Company entered into a lease agreement with Corruven Canada, Inc., a related party, wherein the Company leased a portion of industrial space at the Property to Corruven Canada, Inc. The lease agreement terminates on May 1, 2015, and Corruven Canada, Inc. is required to pay $30,000 per year in base rent to the Company. Rental income related to this lease agreement is classified as other income on the accompanying unaudited statement of operations. The Company is due $22,684 under this agreement at September 30, 2014.

Product Sales, Groupe Regenord, Inc.

The Company recorded revenues related to the sale of products to Groupe Regenord, Inc. during the three and nine months ended September 30, 2014, totaling $-0- and $6,218, respectively. Groupe Regenord, Inc. made payments to the Company totaling $-0- and $6,218 during the three and nine months ended September 30, 2014, respectively, and no amounts were due from Groupe Regenord, Inc. at September 30, 2014. Groupe Regenord, Inc. is a company in which Alain Belanger, the Company's CEO and majority shareholder, owns a majority stake. We have an allowance for bad debts expense of $15,185, which resulted in bad debts expense of $15,185 for the nine months ended September 30, 2014.

Note 4 – Fair Value of Financial Instruments

The Company adopted FASB ASC 820-10 upon inception at January 4, 2010. Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

CORRUVEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of September 30, 2014, and December 31, 2013:

	Fair Value Measurements at September 30, 2014
	Level 1		Level 2			Level 3
Assets
Cash and cash equivalents	$	188,206	$	-		$	-
Total assets		188,206		-			-
Liabilities
Note payable, net of discount of $7,725		-		126,109			-
Total liabilities		-		126,109			-
	$	188,206	$	(126,109	)	$	-

	Fair Value Measurements at December 31, 2013
	Level 1		Level 2			Level 3
Assets
Cash and cash equivalents	$	669,688	$	-		$	-
Total assets		669,688		-			-
Liabilities
Note payable, net of discount of $13,493		-		126,453			-
Total liabilities		-		126,453			-
	$	669,688	$	(126,453	)	$	-

The fair value of our note payable is deemed to approximate book value, and is considered a Level 2 input as defined by ASC Topic 820-10-35.

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the nine months ended September 30, 2014, or the year ended December 31, 2013.

Note 5 – Property, Plant and Equipment

Property, plant and equipment, as adjusted for foreign currency translations, consist of the following at September 30, 2014 and December 31, 2013, respectively:

	September 30,			December 31,
	2014			2013
Building and improvements	$	263,751		$	276,382
Land		15,978			16,743
		279,729			293,125
Less: accumulated depreciation		(20,730	)		(10,313	)
	$	258,999		$	282,812

Depreciation expense totaled $11,261 and $6,766 for the nine months ended September 30, 2014 and 2013, respectively.

CORRUVEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 6 – Note Payable

Note payable consists of the following at September 30, 2014 and December 31, 2013, respectively:

	September 30,			December 31,
	2014			2013

Effective April 29, 2013, the Company entered into a purchase agreement (the “Purchase Agreement”) to acquire an industrial building located at 355 Chemin du Pouvoir, Edmundston, New Brunswick, Canada (the “Property”). The total purchase price of the Property was $300,000 CAD. The Company made an initial deposit related to the Purchase Agreement on March 26, 2013, totaling $25,000 CAD, and $125,000 CAD was paid on April 29, 2013. Half of the remaining balance of $150,000 CAD is due as due on March 29, 2015 and the other half is due on March 29, 2016. The amounts due under the Purchase Agreement are non-interest bearing. The Purchase Agreement contains a negative covenant that restricts the Company from taking out an additional mortgage on the Property of more than 80% of the Property’s market value, if the Property‘s market value is less than $750,000 CAD. The Company applied an effective interest rate of 5.95% to the amount due under the Purchase Agreement, and recorded a discount of $19,235 related to the amount due. The Company recorded the purchase of the Property at cost, and capitalized approximately $33,361 CAD in additional expenses related to conditioning the Property for use. The Company estimates an 18 year useful life. The Company estimated land associated with Purchase Agreement and the Property to be $17,908 CAD.	$	133,834		$	140,239

Less: debt discount		(7,725	)		(13,786	)
Less: current portion		(16,603	)		-
Note payable, less current portion	$	109,506		$	126,453

The Company recorded interest expense in the amount of $5,632 and $3,026 related to the amortization of the debt discount for the nine months ended September 30, 2014 and 2013, respectively.

Note 7 – Changes in Stockholders’ Equity (Deficit)

Series A Preferred Stock

The Company has 5,000,000 authorized shares of Preferred Stock, of which 100,000 shares of $0.001 par value Series A Preferred Stock were issued and outstanding at September 30, 2014 and December 31, 2013, respectively. The Series A Preferred Stock have voting rights to vote as a single class upon any matter submitted to the stockholders. The Series A shareholder shall have such number of votes as is determined by multiplying: (a) the number of shares of Series A Preferred Stock held by such shareholder; (b) the sum of the number of issued and outstanding shares of Series A Preferred Stock, any other series of preferred and Common Stock on a fully diluted basis; and (c) 0.000006. The Series A Preferred Stock has no conversion, dividend, or liquidation rights.

Common Stock

The Company has 95,000,000 authorized shares of $0.001 par value Common Stock, of which 21,926,111 and 21,926,111 shares were issued and outstanding at September 30, 2014 and December 31, 2013, respectively.

CORRUVEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Subscriptions Payable on Common Stock Sales

On September 29, 2014, we sold 3,704 shares of our common stock and warrants to purchase another 1,852 shares, exercisable at $0.75 per share over a thirty six month period, to a qualified investor pursuant to a unit offering in exchange for proceeds of $2,500. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The shares were subsequently issued on October 31, 2014, and were accordingly presented as subscriptions payable as of September 30, 2014.

On September 23, 2014, we sold 2,000 shares of our common stock and warrants to purchase another 1,000 shares, exercisable at $0.75 per share over a thirty six month period, to a qualified investor pursuant to a unit offering in exchange for proceeds of $1,350. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The shares were subsequently issued on October 31, 2014, and were accordingly presented as subscriptions payable as of September 30, 2014.

On September 29, 2014, we sold 134,289 shares of our common stock and warrants to purchase another 67,145 shares, exercisable at $0.75 per share over a thirty six month period, to a qualified investor pursuant to a unit offering in exchange for proceeds of $90,646. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The shares were subsequently issued on October 31, 2014, and were accordingly presented as subscriptions payable as of September 30, 2014.

On September 29, 2014, we sold 134,289 shares of our common stock and warrants to purchase another 67,145 shares, exercisable at $0.75 per share over a thirty six month period, to a qualified investor pursuant to a unit offering in exchange for proceeds of $90,645. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The shares were subsequently issued on October 31, 2014, and were accordingly presented as subscriptions payable as of September 30, 2014.

On September 29, 2014, we sold 13,493 shares of our common stock and warrants to purchase another 6,747 shares, exercisable at $0.75 per share over a thirty six month period, to a qualified investor pursuant to a unit offering in exchange for proceeds of $9,108. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The shares were subsequently issued on October 31, 2014, and were accordingly presented as subscriptions payable as of September 30, 2014.

On September 29, 2014, we sold 13,493 shares of our common stock and warrants to purchase another 6,747 shares, exercisable at $0.75 per share over a thirty six month period, to a qualified investor pursuant to a unit offering in exchange for proceeds of $9,107. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The shares were subsequently issued on October 31, 2014, and were accordingly presented as subscriptions payable as of September 30, 2014.

On September 29, 2014, we sold 22,222 shares of our common stock and warrants to purchase another 11,111 shares, exercisable at $0.75 per share over a thirty six month period, to a qualified investor pursuant to a unit offering in exchange for proceeds of $15,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The shares were subsequently issued on October 31, 2014, and were accordingly presented as subscriptions payable as of September 30, 2014.

CORRUVEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 8 – Warrants

Warrants Granted

On September 29, 2014, the Company issued warrants to purchase 1,852 shares of common stock, exercisable at $0.75 per share over a thirty six month period pursuant to a unit offering in exchange for proceeds of $2,500. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On September 23, 2014, the Company issued warrants to purchase 1,000 shares of common stock, exercisable at $0.75 per share over a thirty six month period pursuant to a unit offering in exchange for proceeds of $1,350. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On September 23, 2014, the Company issued warrants to purchase 67,145 shares of common stock, exercisable at $0.75 per share over a thirty six month period pursuant to a unit offering in exchange for proceeds of $90,646. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On September 23, 2014, the Company issued warrants to purchase 67,145 shares of common stock, exercisable at $0.75 per share over a thirty six month period pursuant to a unit offering in exchange for proceeds of $90,645. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On September 5, 2014, the Company issued warrants to purchase 6,747 shares of common stock, exercisable at $0.75 per share over a thirty six month period pursuant to a unit offering in exchange for proceeds of $9,108. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On September 5, 2014, the Company issued warrants to purchase 6,747 shares of common stock, exercisable at $0.75 per share over a thirty six month period pursuant to a unit offering in exchange for proceeds of $9,107. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On August 19, 2014, the Company issued warrants to purchase 11,111 shares of common stock, exercisable at $0.75 per share over a thirty six month period pursuant to a unit offering in exchange for proceeds of $15,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On August 18, 2014, the Company issued warrants to purchase 11,111 shares of common stock, exercisable at $0.75 per share over a thirty six month period pursuant to a unit offering in exchange for proceeds of $15,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

Warrants Expired

No warrants expired during the nine months ended September 30, 2014.

Warrants Exercised

No warrants were exercised during the nine months ended September 30, 2014.

CORRUVEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The following is a summary of activity of outstanding common stock warrants:

					Weighted
			Weighted		Average
			Average		Remaining
	Number		Exercise		Contractual
	of Shares		Price		Life

Balance, December 31, 2012		1,188,041	$	1.12		1.47
Warrants granted		1,751,583		0.87		3.23

Balance, December 31, 2013		2,939,624		1.12		3.16
Warrants granted		172,858		0.75		2.96

Balance, September 30, 2014		3,112,482	$	0.96		2.39

Exercisable, September 30, 2014		3,312,482	$	0.96		2.39

Note 9 – Income Taxes

The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.

For the nine months ended September 30, 2014, and the year ended December 31, 2013, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At September 30, 2014, and December 31, 2013, the Company had approximately $2,411,000 and $1,716,000 of federal net operating losses, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2031.

The components of the Company’s deferred tax asset are as follows:

	September 30,			December 31,
	2014			2013
Deferred tax assets:
Net operating loss carry forwards	$	843,850		$	600,649

Net deferred tax assets before valuation allowance	$	843,850		$	600,649
Less: Valuation allowance		(843,850	)		(600,649	)
Net deferred tax assets	$	-		$	-

Based on the available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at September 30, 2014, and December 31, 2013, respectively.

A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and state statutory income tax rate to pre-tax loss is as follows:

	September 30,			December 31,
	2014			2013

Federal and state statutory rate		35	%		35	%
Change in valuation allowance on deferred tax assets		(35	)%		(35	)%

In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.

CORRUVEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 10 – Subsequent Events

On October 31, 2014, we issued a total of 345,712 shares of our common stock amongst eight qualified investors in satisfaction of subscriptions payable pursuant to the sale of $233,356 of unit offerings, consisting of our common stock and warrants, during the three months ended September 30, 2014.

On October 24, 2014, we sold 20,000 shares of our common stock and warrants to purchase another 10,000 shares, exercisable at $0.75 per share over a thirty six month period, to a qualified investor pursuant to a unit offering in exchange for proceeds of $13,500. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On October 20, 2014, we sold 6,730 shares of our common stock and warrants to purchase another 3,365 shares, exercisable at $0.75 per share over a thirty six month period, to a qualified investor pursuant to a unit offering in exchange for proceeds of $4,542. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On October 20, 2014, we sold 74,075 shares of our common stock and warrants to purchase another 37,038 shares, exercisable at $0.75 per share over a thirty six month period, to a qualified investor pursuant to a unit offering in exchange for proceeds of $50,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On October 16, 2014, we sold 20,000 shares of our common stock and warrants to purchase another 10,000 shares, exercisable at $0.75 per share over a thirty six month period, to a qualified investor pursuant to a unit offering in exchange for proceeds of $13,500. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This discussion and analysis in this Quarterly Report on Form 10-Q should be read in conjunction with the accompanying Consolidated Financial Statements and related notes. Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. We review our estimates and assumptions on an on-going basis. Our estimates are based on our historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations. Our critical accounting policies, the policies we believe are most important to the presentation of our financial statements and require the most difficult, subjective and complex judgments, are outlined below in ‘‘Critical Accounting Policies,’’ and have not changed significantly.

In addition, certain statements made in this report may constitute forward-looking statements. These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Specifically, but not limited to, 1) our ability to obtain necessary regulatory approvals for our products; and 2) our ability to increase revenues and operating income, is dependent upon our ability to develop and sell our products, general economic conditions, and other factors. You can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continues" or the negative of these terms or other comparable terminology. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance. Although we believe that the expectations reflected-in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Forward-looking statements are only predictions. The forward-looking events discussed in this Quarterly Report, the documents to which we refer you, and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about us. For these statements, we claim the protection of the “bespeaks caution” doctrine. The forward-looking statements speak only as of the date hereof, and we expressly disclaim any obligation to publicly release the results of any revisions to these forward-looking statements to reflect events or circumstances after the date of this filing.

OVERVIEW AND PLAN OF OPERATION

Corruven, Inc. (the “Company”) is a Nevada company that intends to develop and market a lightweight composite panel, the Corruven® composite panel (the “Corruven Composite Panel”). The Company currently generates minimal revenues and maintains uncertain viability. The Company’s head executive offices are located at 264 Notre Dame, Kedgwick, New Brunswick E8B 1H9 Canada. The Company’s phone number is (877) 284-3101 and fax number is (506) 284-3153. We maintain a website at www.corruven.com, however, the information in, or that can be accessed through, our web site, is not part of this report.

Overview

Corruven, Inc. is a company that intends to develop and market a lightweight composite panel, the Corruven® composite panel (the “Corruven Composite Panel”), which we believe, when fully developed, will provide numerous advantages over conventional panels when used in applications including building materials, furniture components, transportation and in other potential industries and applications. As currently designed, the Corruven Composite Panels: (i) contain approximately 75% air making them extremely lightweight compared to other conventional panels; (ii) utilize approximately 25% of the raw material required to produce traditional panels (e.g.: FRP, Fiber Cement, MDF, HDF, OSB, plywood, etc.); and (iii) use environmentally friendly formaldehyde-free glues which increase our distinction in the “green product” market.

All of the intellectual property rights, including trademark rights and patent rights (collectively the “Corruven IP”), underlying the Corruven Composite Panel are owned by Corruven Canada, Inc. (“Corruven Canada”), a Canadian corporation of which the majority of the shares are owned and/or controlled by certain principal shareholders and directors of the Company. The patent applications are entitled "(Elastic) Waved Wood Assembly and Method of Making Same". The International Patent Application was filed on November 27, 2009 claiming a priority of November 28, 2008, and has since entered a national phase in Canada, the United States, Brazil, Chile, China, the European Patent Office, Israel, India and South Korea. The applications are currently pending in each of the aforementioned countries, except in Canada, where the patent has already issued. The Corruven® trademark is registered in Canada and in the United States. There can be no assurance any additional patents will be granted or, even if they are, that we will have the resources to enforce these patents through litigation or otherwise. In addition, patents granted by the Canadian Patent Office do not guarantee that competitors in overseas locations will not imitate our products, or patent similar products in other nations.

On July 5, 2010, the Company entered into an exclusive world-wide license agreement (the "License Agreement") with Corruven Canada. The License Agreement granted the Company an exclusive world-wide license to manufacture, market, and sell the Corruven Composite Panels and to utilize any products, methods, structures, assemblies and devices which exist or may in the future be derived from, or utilize, the Corruven IP. The License Agreement also provides the Company with the right to sub-license the Corruven IP and will remain in force and effect until the expiration date of the patents.

Coincidentally with the granting of the License Agreement, the Company and Corruven Canada originally entered into a Research and Development Agreement (the “R&D Agreement”). The R&D Agreement provided that Corruven Canada was required to perform all research and development related to the finalization and commercial application of the Corruven Composite Panel, for which the Company was required to pay certain research and development costs to Corruven Canada consisting of: (i) a total of $1,928,820 over a five year period as follows: $495,982 on or before January 5, 2012; $440,873 on or before January 5, 2013; $385,764 on or before January 5, 2014; $330,655 on or before January 5, 2015;and (ii) $275,546 on or before January 5 of each following year thereafter for the life of the R&D Agreement. On or about June 30, 2014, the Company and Corruven Canada amended and restated the R&D Agreement (the “Restated R&D Agreement”) wherein the above scheduled research and development cost payment schedule was terminated and the parties agreed that the Company would provide such research and development costs to Corruven Canada on an “as needed” basis when requested by Corruven Canada. In addition the Company is required to pay to Corruven Canada a “development fee” of two percent (2%) of net sales proceeds of the Company after January 5, 2013. Title to the equipment and related machinery developed under the Restated R&D Agreement will be owned by Corruven Canada.

The following description of the License Agreement and Restated R&D Agreement is a summary only, and is qualified in its entirety by the actual Restated R&D Agreement and License Agreement (and amendments thereto). A copy of the License Agreement has been attached to our Registration Statement filed with the SEC on June 10, 2013 and is hereby incorporated in its entirety by reference. A copy of the Restated R&D Agreement has been attached to this Form 10-Q and is hereby incorporated in its entirety by reference.

We are a business that has recognized little revenue since our formation and there can be no assurance that the marketplace will generate any significant revenues in the future. Further, there can be no assurance that even if significant revenues are generated, that those revenues will be sufficient to enable the Company to maintain its operations. The Company believes it will need to secure additional financing in the future to continue to develop the product, attract customers, and start generating revenues. There can be no assurance that the Company will be able to raise additional capital.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Auditor's Report included in our audited financial statements for the years ending December 31, 2013 and December 31, 2012 included language raising doubt about our ability to continue as a going concern. Our business plans estimate that we will need to raise additional capital to continue to fund our operations and there can be no assurance that we will be able to raise any or all of the capital required. We have only generated minimal revenues since our inception and have an accumulated deficit of $2,428,774 at September 30, 2014. Unless we begin generating significant revenues in the near future, we anticipate that we will continue to incur net losses in the near term, and we may never be able to achieve profitability. We expect to continue to incur losses for the foreseeable future. In order to achieve profitable operations we need to generate significant revenues. We cannot be certain that our business strategies will be successful or that will we generate significant revenues and become profitable. As such, we believe we will need to obtain additional public or private equity financings or debt financings in order to continue operations.

The Product

The Corruven Composite Panels are created as an engineered structure composed at a basic level of a corrugated veneer core, proprietary glue, a special paper and two veneer faces. The production concept requires heat pressing paper backed veneer sheets in a corrugated shaped press which creates the core of the lightweight panels. The outer face veneer sheets are then glued to the corrugated core material and structural outer edges of the panel are then installed. The Corruven Composite Panels can be customized with various materials found in industry to address specific customer requirements in terms of structure (wood species, plastics, steel, etc.) and faces (aluminum, HDF, laminates, paperboard, etc.). In addition to the composite panel technology protected by the Corruven IP, the proprietary materials and the entire production process and assembly line is a proprietary process that we believe none of our competitors maintain the knowledge or experience to replicate.

Traditional Wood Panels

Over the years, a few techniques have been used to “flex” veneer, all of which have remained tied to a low production environment and rudimentary production equipment due to a very limited niche market. Briefly, 2-ply veneer is usually described as being wood-on-wood or paperbacked. However, through the years, the term has also been used for a product with 3 layers; 2 sheets of veneer that are bonded to each face of a paper backing. The flexing or tenderizing process (mechanical, no chemicals required) begins thereafter, conferring great flexibility to the veneer sheets in the direction of the wood grain.

Since the 1970’s, flexible veneer has been used exclusively in woodworker projects for decorative purposes (custom designs for furniture, architectural finishes, etc.). During the 1990’s, usage of 2-ply veneer was initiated in commercial packaging (wine bottles, etc.) but remains a low volume market. To this day, these applications remain the main commercial and industrial uses of 2-ply veneer.

With regards to Particleboard, Fiberboard, Flake board and such, these products were developed to use fiber waste generated from sawmill processes and provide a relatively low cost panel for non-structural applications (contrary to plywood and OSB). Although they remain interesting products for various purposes, their weight, glue and formaldehyde content and poor track record in humid conditions leave several sectors of manufacturing looking for alternative solutions.

Corruven Composite Panels; The New Generation of Paneling

We believe the Corruven Composite Panels provide numerous advantages over the traditional type wood panels and boards for applications in a multitude of sectors focused mainly within the building materials, furniture and transportation sectors. One of its interesting particularities is that our panels contain approximately 75% air, which makes them extremely lightweight compared to other conventional panel (e.g. FRP, Fiber Cement, MDF, HDF, OSB, Plywood, etc.). We do not intend to replace products traditional products in all applications, but rather in those applications which generate the most value for the end user (i.e. weight reduction in the construction and transportation sectors).

Furthermore, we believe the Corruven Composite Panel is one of the “greenest” panels on the market today by reducing the need for and therefore preserving approximately 75% of the raw materials necessary for competing panels (thus reducing our production line capital costs as well) and allowing for final assembly closer to market and therefore substantially reducing the CO2 emissions associated with transportation.

This is contrary to large traditional panel manufacturers which require a very large infrastructure in one place to maximize plant output due to high capital costs related to production line equipment. We believe our production model will allow us to significantly reduce transportation costs, giving us and our clients a sharp advantage on our competitors when it comes to delivering product to market.

Market for the Product

The Corruven Composite Panel is oriented towards a multitude of markets where a combination of lightweight and relative strength is required, such as furniture components, watercraft/boat components, industrial packaging and Recreational Vehicles. Furthermore, with an edged panel, the insulation factor becomes appealing for ceiling overhead panels as well as acoustic applications (speaker enclosures, sound barriers). We believe our products provide advantages over traditional wood panels including:

Opportunity to considerably reduce shipping costs due to the products light weight and potential to conduct final assembly closer to end user/market;

The Corruven Composite Panel, with its light weight, low production costs and overall green appeal can help manufacturers gain a competitive edge by reducing their respective product weight without retooling their production line and, as an added bonus, reap the advantages of using an “eco-friendly” product.

The fact that the Corruven Composite Panel manufacturing process and machinery requires significantly less capital investment than other traditional panel production lines, we can consider assembling the panels as close as possible to end user/market, thus considerably reducing final product transportation costs.

With the ability to use various grades of veneer as panel faces, it will be to our advantage to attract premium markets by adding exotic/high quality veneer faces, thus considerably increasing the potential return on investment and product notoriety.

Initial Commercial Applications

Large scale users of traditional wood panels, in mostly non-structural applications, are usually furniture manufacturers and cabinet makers. The shipping and handling costs of their products, due to increasing crude oil prices and overall cost increases therewith, are forcing these sectors to reconsider the design of their products and further manage the weight of said products, especially in connection with shipping expense.

Because of the interest expressed in the furniture manufacturing sector for light weight panels, it is our intent to allocate a large portion of our startup production to this market. However, the overall focus for Corruven Composite Panel will be to penetrate markets attracting premium pricing for added value products, such as natural wood finished ceiling tiles, luxury jet interior design, marine/yacht cabinetry & design and other lower volume / higher margin sectors. Other sectors like marine and aviation require light weight panels offering a high quality finish to maintain the luxury niche while reducing the overall weight of their products.

The following market analysis covers the four (4) key market segments we initially plan to penetrate.

1. Furniture

We believe that furniture and cabinet manufacturers are actively seeking lightweight panels for their products. One of the furniture industry’s major concerns is not being able to ship their products via standard shipping (UPS, FedEx, etc.) because of the weight of their products and the added costs that are attributable to weight. We believe that furniture and cabinets manufactured using our light weight panels would reduce these shipping weight costs and allow for more use of the standard shipping options.

2. Marine, Recreational Vehicles and Aviation

We believe this market represents an opportunity for our light weight Corruven Composite Panel. The Market already utilizes lightweight panels and we believe our panels present a viable alternative. We will manufacture our Corruven Composite Panels following strict industry guidelines regarding requirements of product stability and moisture resistance. We expect we may have to use a more moisture resistant core product to comply with industry standards. Several products are available, including the utilization of Teak wood sheets to produce the panels to increase marine appeal and humidity tolerance.

3. Shelves and Shelving Units

The current materials utilized for shelves and shelving units are mostly particleboard and MDF. These products are unnecessarily very heavy and oversized. The large quantity of material (and weight) is not necessary to support the products’ own structure. The Corruven Composite Panel, when utilized in this application, would make a much lighter product that is both easier to handle and less costly to ship.

4. Ceiling Tiles

This is a niche market. We believe this segment would be willing to pay a premium price for our product as it offers all of the key product characteristics with reduced weight and shipping costs.

Competition

When we become operational and commence offering our Corruven Composite Panels, we will face strong competition from competitors in all of the countries and regions in which we intend to operate. In the case of our products, we face competition from foreign competitors in other regions of the world. In the future we may face increased competition in other countries in which we intend to operate from domestic or foreign competitors, most of which have greater financial resources than we do. In addition, we may face increased competition as a result of existing competitors increasing their production capacity. An increase in competition in the wood market or other value added wood products markets could adversely affect both our potential share of those markets and the price at which we are able to sell our products.

A multitude of wood and composite panels are offered on the market today. All of them are conceived and marketed to respond to a market need. Most of these businesses are relying on large volumes to generate revenue (requiring great quantities of raw material) to earn income, as their gross margins are small. The summary below and product specific comments give an overview and non-inclusive summary of the competition that the Company believes it faces.

Honeycomb

The most popular type of light weight panel is the “honeycomb” type which is a cardboard (or other materials such as aluminum or fiberglass) core, whose configuration resembles “honeycomb”, sandwiched between other substrates serving as faces (Veneer, HDF, Hardboard, Aluminum, Stainless steel, rubber, vinyl). The honeycomb core material is stretched or preformed into a hexagonal structure to which is bonded facing skins to form the sandwich panel. The bonding process for Honeycomb Panels is carried out in a heated hydraulically controlled press to ensure uniformity of each panel. The panel remains in the press during the adhesive curing process. The cost of producing honeycomb structures is high and requires sophisticated and expensive equipment and when adding the use of higher cost materials such as aluminum or fiberglass for the production of the honeycomb structure, the sheer cost of such panels is prohibitive for many sectors.

The advantage of honeycomb structures is the light weight it confers to a panel. However, honeycomb core panels require costly adapted hardware/anchoring systems, costly fabrication processes and sophisticated equipment.

World-wide distribution is limited to a few large-large scale manufacturers including:

Egger, an Austrian company producing a product line called EuroLight;

CCV (Canadian Commercial Vehicles) Corporation produces composite panels, mostly for the automotive industry;

Cascades, a North American Company, has a product line called Enviropac oriented towards the packaging industry; and

Bellcomb Technologies, a North American Company based in Minnesota, offers a variety of composite panel solutions with honeycomb structures.

Particleboard

The particleboard panel is a product generally utilized for interior applications. It is an engineered wood product manufactured from wood particles, such as wood chips, sawmill shavings, or even saw dust, and a synthetic resin or other suitable binder, which is pressed and extruded. Particleboard is a type of fiberboard, a composite material, but it is made up of larger pieces of wood than medium-density fiberboard and hardboard.

Particleboard is cheaper, denser and more uniform than conventional wood and plywood and is substituted when appearance and strength are less important than cost. However, particleboard can be made more attractive by painting or the use of wood veneers that are glued onto surfaces that will be visible. Though it is denser than conventional wood, it is the lightest and weakest type of fiberboard, except for insulation board. Medium-density fiberboard and hardboard, also called high-density fiberboard, are stronger and denser than particleboard.

A major disadvantage of particleboard is that it is very prone to expansion and discoloration due to moisture, particularly when it is not covered with paint or another sealer. Accordingly, it is rarely used outdoors or places that have high levels of moisture.

Medium Density Fiberboard (MDF)

Medium-density fiberboard (MDF or MDFB) is an engineered wood product formed by breaking down softwood into wood fibers, often in a defibrator, combining it with resin, and forming panels by applying high temperature and pressure. It is a building material similar in application to plywood but made up of separated fibers, not wood veneers. It is denser than normal particleboard.

Benefits of MDF:

Some varieties are less expensive than many natural woods;

Isotropic (no grain), so no tendency to split;

Consistent in strength and size;

Flexible. Can be used for curved walls or surfaces; and

Shapes well with a router.

Drawbacks of MDF:

Heavier (due to the resins weights);

Swells and breaks when waterlogged;

Warps or expands if not sealed;

Contains urea-formaldehyde which may cause eye and lung irritation when cutting and sanding;

Dulls blades more quickly than many woods; and

Subject to significant shrinkage in low humidity environments

High Density Fiberboard (HDF or Hardboard)

Similar to MDF panels, the HDF or Hardboard is produced under increased pressure and temperature conditions. With its higher density Hardboard, also called high-density fiberboard, is a type of fiberboard, which is an engineered wood product. It is similar to particleboard and medium-density fiberboard, but is denser and much stronger and harder because it is made out of exploded wood fibers that have been highly compressed. It differs from particleboard in that the bonding of the wood fibers requires no additional materials, although resin is often added. Unlike particleboard, it has significant structural strength and will not split or crack. It is used in construction and furniture.

Plywood

Plywood is a type of engineered wood made from thin sheets of wood veneer called plies or veneers. The layers are glued together, each with its grain at right angles to adjacent layers for greater strength. There are usually an odd number of plies, as the symmetry makes the board less prone to warping, and the grain on the outside surfaces runs in the same direction. The plies are bonded under heat and pressure with strong adhesives, usually phenol formaldehyde resin, making plywood a type of composite material. Plywood is sometimes called the original engineered wood. The plies are usually 3mm in thickness.

A common reason for using plywood instead of plain wood is its resistance to cracking, shrinkage, twisting/warping, and its general high degree of strength. It has replaced many dimensional lumbers on construction applications for these reasons.

Raw Materials

Production startup will require a steady supply of low grade veneer and composite sheets to produce the Corruven Composite Panel cores as well as other composite substrates required as per potential client’s request for face finishes. Such supply can be provided from local producers as well as overseas suppliers. The overseas market for veneer and composite sheets is both a cost efficient and reliable source of raw material. The raw material cost is significant for those overseas operators but their manufacturing is stronger and sees greater value than we do domestically.

The required grade of veneer and composite to produce the Corruven Composite Panel corrugated cores is considered of low value and in abundance in present market conditions, without any projected changes in the near future. Therefore, this underutilized resource use benefits everyone: the sellers get income for an often unwanted product and the Company obtains its raw material at reduced costs. Cosmetic defects do not affect the quality of our final product as these layers reside within the panel. The difference, once again, is that visual defects (knots, stains, discoloration) do not affect the Corruven Composite Panel, thus reducing raw material cost.

Marketing

We anticipate that our future marketing activities may include all or some of the below activities:

Press releases and nurturing relationships with industry thought leaders to gain third-party validation and generate positive coverage for the Company;

Participation in industry events and trade shows, etc. to create customer awareness, trust and enthusiasm;

Search engine marketing and search engine optimization;

Web site development and design to create a pleasant and productive user-experience, engage and educate prospects and generate interest through information and demonstration, case studies, and marketing collateral;

Marketing campaigns to capture leads, promote the brand, conduct surveys and communicate information about our products;

Use of customer testimonials and case studies;

Promotions, partnerships and sponsorships as appropriate;

Advertising in industry related websites, blogs, e-newsletters and publications; and

Industry contacts and relationships.

Customer Service and Support

We anticipate that following the commercial launch of our Corruven Composite Panel, basic customer support during business hours will be available to Corruven customers.

Environmental and Other Regulatory Matters

Our proposed operations may be subject to extensive U.S., Canadian and other international federal, state and local environmental laws and regulations relating to, among other things, the generation, storage, handling, emission, transportation and discharge of regulated materials into the environment. Permits may be required for certain of our operations, and these permits may be subject to revocation, modification and renewal by issuing authorities. Governmental authorities may have the power to enforce compliance with their regulations, and violations may result in the payment of fines or the entry of injunctions, or both. We may also incur liability for investigation and clean-up of soil or groundwater contamination on or emanating from our proposed facilities at which regulated materials are located where we are identified as a responsible party. We do not believe we will be required under existing environmental laws and enforcement policies to expend amounts that will have a material adverse effect on our results of operations, financial condition or cash flows. The requirements of such laws and enforcement policies, however, have generally become more stringent over time. Also discovery of unknown conditions could require responses that could result in significant costs. Accordingly, we are unable to predict the ultimate cost of compliance with environmental laws and enforcement policies.

Intellectual Property

All of the Corruven IP underlying the Corruven Composite Panel are owned by Corruven Canada, Inc. The patent applications are entitled "(Elastic) Waved Wood Assembly and Method of Making Same". The International Patent Application was filed on November 27, 2009 claiming a priority of November 28, 2008, and has since entered a national phase in Canada, the United States, Brazil, Chile, China, the European Patent Office, Israel, India and South Korea. The applications are currently pending in each of the aforementioned countries, except in Canada, where the patent has already issued. The Corruven® trademark is registered in Canada and in the United States. There can be no assurance any additional patents will be granted or, even if they are, that we will have the resources to enforce these patents through litigation or otherwise. In addition, patents granted by the Canadian Patent Office do not guarantee that competitors in overseas locations will not imitate our products, or patent similar products in other nations.

On July 5, 2010, the Company entered into an exclusive world-wide License Agreement with Corruven Canada, a Canadian corporation of which the majority of the shares are owned and/or controlled by certain principal shareholders and directors of the Company. The License Agreement granted the Company an exclusive world-wide license to manufacture, market, and sell the Corruven Composite Panels and to utilize any products, methods, structures, assemblies and devices which exist or may in the future be derived from, or utilize, the Corruven IP. The License Agreement also provides the Company with the right to sub-license the Corruven IP and will remain in force and effect until the expiration date of the patents.

Employees

We currently have three employees consisting of our management team of Alain Belanger, Daniel Beauregard-Long and Conrad Belanger. At the present time, none of our employees receive a salary from the Company. All other work that is not handled by our management is outsourced to qualified professionals and consultants as deemed necessary. We intend to hire employees and independent contract labor on an as needed basis. Following the completion of our Line of Production (defined below), we intend to maintain a highly competitive team of experienced and technically proficient employees and consultants and motivate them through a positive work environment and stock ownership. We believe that employee ownership, which may be encouraged through a stock option plan, is helpful for attracting, retaining and motivating qualified personnel. While we have not yet adopted a stock option plan, however, we may do so in the future.

Property

Our head offices are located at the offices of our Chief Executive Officer, Alain Belanger, for which we currently pay no rent.

Our manufacturing and research & development facilities are located at 355 Chemin du Pouvoir, Edmundston, New Brunswick, Canada (the “355 Chemin Property”). As further described in the notes to the financial statements, the 355 Chemin Property was purchased on April 29, 2013 and the total purchase price of the 355 Chemin Property was $300,000 CAD. The Company made an initial deposit related to the Purchase Agreement on March 26, 2013, totaling $25,000 CAD, and $125,000 CAD was paid on April 29, 2013. The remaining balance due ($150,000 CAD) is due as follows, $75,000 CAD due on March 29, 2015 and $75,000 due on March 29, 2016.

Our U.S. executive offices are located at the offices of our attorney, The Bingham Law Group, APC, for which we currently pay no rent.

Company Business Model and Proposed Revenue Generation

As of the date of this filing, through the Restated R&D Agreement with Corruven Canada, the Company is currently in the process of developing and completing the pilot technology and machinery involved in the line of production and production processes needed to produce the Corruven Composite Panel (the “Line of Production”). The Company has two initial proposed business models designed to generate future revenues through: (i) sales of the Corruven Composite Panel as an end user product; and (ii) the Line of Production license model.

Sales of Corruven Products

Our initial business model focuses on the generation of revenues through the sale of the Corruven Composite Panel product line itself. Following the completion of the pilot Line of Production, we intend to generate revenues through the development of sales contracts relating to the purchase by manufacturers of the Corruven Composite Panel product line. Once our pilot Line of Production and initial production facilities are complete, we plan to begin production initially for this target market.

Line of Production License Model

Our long term business model focuses on the potential for licensing our Line of Production and necessary raw materials related to the production of the Corruven Composite Panel. We hope to be less dependent on the manufacturing sector’s fluctuations by potentially focusing on the business of licensing the Line of Production equipment in different sectors while generating revenue from: (i) the sale and license of equipment and related technology; (ii) ongoing royalties from the output of such licensed equipment; and (iii) the raw materials used in the Line of Production and end product to be provided to the licensee by the Company. This allows for a business model that we believe does not depend on the local or regional health of the economy to generate balanced revenues. We expect that the Line of Production clients will develop new applications for the products on a case-by-case basis and thus increase its reach in the market place. Each Line of Production license and the related equipment and technology will be tailored to the individual licensee’s needs.

As described above, our initial revenue generating business model relates to the sale of Corruven Composite Panel products. Following the completion of the pilot Line of Production, we intend to launch the line of Corruven Composite Panel products and generate potential revenues through the development of sales contracts relating to the purchase by manufacturers of our line of Corruven Composite Panel products. Once our pilot Line of Production is complete, we plan to begin production initially for this target market.

RESULTS OF OPERATIONS

Revenues

We recognized revenues of $6,719 and $13,526 for the three and nine months ended September 30, 2014 respectively, and $-0- for the same periods in the prior year. These revenues were related to the sale of finished panels and core.

Cost of Goods Sold

We recognized cost of goods sold of $5,743 and $16,814 for the three and nine months ended September 30, 2014 respectively, and $-0- for the same periods in the prior year.

Operating Expenses

Our operating expenses consisted primarily of R&D fees incurred in the development of the Corruven technology associated with our Restated R&D Agreement with Corruven Canada, Inc. Additionally, general and administrative expenses consisting primarily of marketing, professional fees, travel, and other miscellaneous corporate costs are included in these amounts.

The tables below provide information regarding operating expenses:

	The Three Months Ended September 30,							The Nine Months Ended September 30,
	2014		2013		Variance			2014		2013		Variance
Research and development	$	70,096	$	79,880	$	(9,784	)	$	622,113	$	289,323	$	332,790
Selling, general and administrative	$	33,121	$	20,595	$	12,526		$	72,079	$	88,228	$	(16,149	)

For the three and nine months ended September 30, 2014, R&D fees incurred in the development of the Corruven technology totaled approximately $70,096 and $79,880, respectively, as compared to $622,113 and $289,323 incurred during the same periods in the prior year, respectively. Additionally, general and administrative expenses consisting primarily of marketing, professional fees, travel, and other miscellaneous corporate costs totaled approximately $33,121 and $20,595, for the three and nine months ended September 30, 2014, as compared to $72,079 and $88,228 incurred during same periods in the prior year, respectively.

Net Loss

Net losses attributable to common stockholders for the three and nine months ended September 30, 2014, were $(95,065) and $(673,777), respectively, or $(0.00) and $(0.03), respectively, per basic and diluted share, compared to net losses attributable to common stockholders for the three and nine months ended September 30, 2013, were $(102,838) and $(382,723), respectively, or $(0.00) and $(0.02), respectively, per basic and diluted share.

Capital Resources and Liquidity

Cash Flows

The following table provides information about our net cash flow for the nine months ended September 30, 2014 and 2013.

Net cash used in operating activities	$	(713,574	)	$	(197,270	)
Net cash used in investing activities		-			(177,818	)
Net cash provided by financing activities		233,356			423,713
Effect of exchange rate changes on cash		(1,264	)		(14,362	)
Net Increase (Decrease) in Cash and Cash Equivalents		(481,482	)		34,263
Cash and Cash Equivalents at Beginning of the Period		669,688			56,216
Cash and Cash Equivalents at End of the Period	$	188,206		$	90,479

Operating Activities

Net cash used in operating activities was $713,574 for the nine months ended September 30, 2014, as compared to $197,270 used in operating activities for the nine months ended September 30, 2013. The net cash used in operating activities was mainly due to general operations of our business, primarily used for research and development costs paid to Corruven Canada, Inc., and the reduction of our historical working capital debt.

Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2014 and 2013 was $-0- and $177,818, respectively. The net used in investing activities during the nine months ended September 30, 2013 was due to the purchase of an industrial building, land and related building improvements.

Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2014 was $233,356 from the sale of Common Stock and Warrants and $423,713 from the sale of Common Stock and Warrants for the nine months ended September 30, 2013.

Need for Additional Capital

As of September 30, 2014 the Company had $188,206 cash on hand. We anticipate that this amount is not sufficient to satisfy our cash requirements for the following twelve months without additional funding. The Company has funded its operations and met its capital expenditures requirements primarily through cash generated from the sale of securities. We do not have any financing commitments and no assurance can be made that we will be obtaining financing at the times and terms needed. Therefore, there is substantial doubt that we will be able to continue as a going concern as we believe we will need substantial additional capital during the next 12 months on order to complete our business plan.

During the subsequent twelve month period, the Company believes that it will expend funds primarily on the completion of the Line of Production equipment, with additional potentially substantial costs associated with being a reporting company under the Exchange Act, including legal, accounting and audit costs. Although the Company hopes it will begin generating significant revenues in the fiscal year ending December 31, 2014, management does not believe that such revenues will provide sufficient capital to sustain its current and execute its proposed operations for the next twelve month period without raising additional capital. Accordingly, we expect that we will require additional funding through additional equity and/or debt financings. Although the Company has been able to historically raise capital sufficient to continue its R&D, there can be no assurance that any additional financing will become available to us, and if available, on terms acceptable to us.

Any financing, if available, may involve restrictive covenants that may impact our ability to conduct our business or raise additional funds on acceptable terms. If we are unable to raise additional capital when required or on acceptable terms, we may have to delay, scale back or discontinue our expansion plans. In the event we are unable to raise additional capital we will not be able to sustain any growth or continue to operate.

As indicated above, we believe that we may only have sufficient funds to complete the pilot Line of Production and continue business operations through March 31, 2015. It is anticipated that the Company may begin generating revenue by the end of 2014, however, there can be no assurance that the Company will be able to generate significant revenues by that date and, if in fact the Company does generate significant revenue, that such revenues would be sufficient to sustain or grow the operations. It is therefore anticipated that the Company will need additional capital in order to continue operations.

The Company presently does not have any available credit, bank financing or other external sources of liquidity. Due to its brief history and historical operating losses, the Company's operations have not been a source of liquidity. The Company will need to obtain additional capital in order to continue operations. In order to obtain capital, the Company may need to sell additional shares of its securities or borrow funds from private lenders. There can be no assurance that additional financing will be available in amounts or on terms acceptable to the Company, if at all.

The Company cannot guarantee that it will be able to obtain additional capital. The Company will seek capital from the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. The recent downturn in the U.S. stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if the Company is able to raise the funds required, it is possible that it could incur unexpected costs and expenses, or experience unexpected cash requirements. Further, if the Company issues additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of the Company's Common Stock. If additional financing is not available or is not available on acceptable terms, the Company will have to curtail or may even cease its operations.

Off Balance Sheet Arrangements

None.

Going Concern

Language regarding the Company's ability to continue as a going concern has been included in the Auditor's Report included in our audited financial statements for the years ending December 31, 2013 and December 31, 2012. The accompanying financial statements have been prepared assuming we will continue as a going concern. We have had substantial operating losses for the past years and are dependent upon outside financing to continue operations. If we are not successful in generating sufficient liquidity from Company operations or in raising sufficient capital resources, on terms acceptable to us, this would have a material adverse effect on the Company's business, results of operations, liquidity and financial condition. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. It is management’s plan to raise necessary funds from shareholders to satisfy the expense requirements of the Company.

Critical Accounting Policies

Basis of Presentation

Use of Estimates

Fair Value of Financial Instruments

Cash and Cash Equivalents

Other Receivables

Property, Plant and Equipment

		Years
Equipment		5

Building and improvements		18

Revenue Recognition

Stock-Based Compensation

Basic and Diluted Loss Per Share

Income Taxes

Uncertain Tax Positions

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

Foreign Currency Translation

JOBS Act

Recently Issued Accounting Pronouncements

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4.

CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (“Exchange Act”) we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as September 30, 2014, being the date of our most recently completed fiscal quarter. This evaluation was carried out under the supervision and with the participation of our Chief Executive and Chief Financial Officer. Based upon that evaluation, our Chief Executive and Chief Financial Officer have concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to them to allow timely decisions regarding required disclosure. Such reasons for ineffectiveness are outlined below:

Insufficient segregation of duties in our finance and accounting functions due to limited personnel. During the quarter ended September 30, 2014, the company internally performed all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. Due to the fact these duties were performed oftentimes by the same people, a lack of review was created over the financial reporting process that might result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could potentially result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.

We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies and we intend to consider the results of our remediation efforts and related testing as part of our next year-end assessment of the effectiveness of our internal control over financial reporting. However, due to the limited personnel and financial resources available to the Company at this time, the Company has been unable to ameliorate such weaknesses in our disclosure controls and procedures.

During our most recently completed fiscal quarter ended September 30, 2014, there were no changes in our internal control over financial reporting that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We currently do not have an audit committee, or a person serving on our Board of Directors (the “Board”) who would qualify as a financial expert.

PART II

ITEM 1. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings nor are any contemplated by us at this time.

ITEM 1A. RISK FACTORS

Not Applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended September 30, 2013, the Company sold a total of 345,712 shares of common stock to investors for proceeds of $233,356. The common stock sold included 172,858 warrants to purchase 172,858 shares of common stock at a purchase price of $0.75 per share exercisable over a thirty six month period. The shares were subsequently issued on October 31, 2014, and were accordingly presented in our financial statements as subscriptions payable as of September 30, 2014.

All of the above offerings and sales were deemed to be exempt under Regulation D, Regulation S and/or Section 4(1) or 4(2) of the Securities Act, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited or exempted investors, business associates of the Company or executive officers of the Company, and transfer was restricted by the Company in accordance with the requirements of the Securities Act. In addition to representations by the above-referenced persons, where applicable, we have made independent determinations that the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4. REMOVED AND RESERVED

None.

ITEM 5. OTHER INFORMATION

ITEM 6. EXHIBITS

The following exhibits are included as part of this report.

Exhibit #		Description
3.1		Articles of Incorporation of Corruven, Inc. as amended (incorporated by reference to Exhibit 3.1 to the Company’s Form S-1 filed with the Securities and Exchange Commission on October 31, 2012)
3.2		Corporate Bylaws for Corruven, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Form S-1 filed with the Securities and Exchange Commission on October 31, 2012)
10.1		Intellectual Property License Agreement with Corruven Canada, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Form S-1 filed with the Securities and Exchange Commission on October 31, 2012)
10.2		Research and Development Agreement with Corruven Canada, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Form S-1 filed with the Securities and Exchange Commission on October 31, 2012)
10.3		Amendment to Research and Development Agreement with Corruven Canada, Inc. (incorporated by reference to Exhibit 5.1 to the Company’s Form S-1 filed with the Securities and Exchange Commission on June 10, 2013)
10.4		Amended and Restated Research and Development Agreement with Corruven Canada, Inc. (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q for the period ending June 30, 2014 filed with the Securities and Exchange Commission on August 19, 2014)
10.5		Industrial Lease Agreement with Corruven Canada, Inc. (incorporated by reference to Exhibit 5.1 to the Company’s Form S-1 filed with the Securities and Exchange Commission on June 10, 2013)
10.6		Sample Series A-100 Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Form S-1 filed with the Securities and Exchange Commission on October 31, 2012)
10.7		Sample Series A-200 Warrant (incorporated by reference to Exhibit 10.4 to the Company’s Form S-1 filed with the Securities and Exchange Commission on October 31, 2012)
10.8		Sample Series A-300 Warrant (incorporated by reference to Exhibit 10.5 to the Company’s Form S-1 filed with the Securities and Exchange Commission on October 31, 2012)
10.9		Sample Series A-400 Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 10, 2013)
10.10		Sample Series A-500 Warrant*
31.1		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase
101.DEF*		XBRL Taxonomy Extension Definition Linkbase
101.LAB*		XBRL Taxonomy Extension Label Linkbase
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

* Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this Quarterly Report on Form 10-Q for the period ended September 30, 2014, to be signed on its behalf by the undersigned on November 18, 2014 thereunto duly authorized.

	CORRUVEN, INC

	By:	/s/ Alain Belanger
		Alain Belanger
		Chief Executive Officer

EXHIBIT INDEX

Exhibit #		Description
3.1		Articles of Incorporation of Corruven, Inc. as amended (incorporated by reference to Exhibit 3.1 to the Company’s Form S-1 filed with the Securities and Exchange Commission on October 31, 2012)
3.2		Corporate Bylaws for Corruven, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Form S-1 filed with the Securities and Exchange Commission on October 31, 2012)
10.1		Intellectual Property License Agreement with Corruven Canada, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Form S-1 filed with the Securities and Exchange Commission on October 31, 2012)
10.2		Research and Development Agreement with Corruven Canada, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Form S-1 filed with the Securities and Exchange Commission on October 31, 2012)
10.3		Amendment to Research and Development Agreement with Corruven Canada, Inc. (incorporated by reference to Exhibit 5.1 to the Company’s Form S-1 filed with the Securities and Exchange Commission on June 10, 2013)
10.4		Amended and Restated Research and Development Agreement with Corruven Canada, Inc. (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q for the period ending June 30, 2014 filed with the Securities and Exchange Commission on August 19, 2014)
10.5		Industrial Lease Agreement with Corruven Canada, Inc. (incorporated by reference to Exhibit 5.1 to the Company’s Form S-1 filed with the Securities and Exchange Commission on June 10, 2013)
10.6		Sample Series A-100 Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Form S-1 filed with the Securities and Exchange Commission on October 31, 2012)
10.7		Sample Series A-200 Warrant (incorporated by reference to Exhibit 10.4 to the Company’s Form S-1 filed with the Securities and Exchange Commission on October 31, 2012)
10.8		Sample Series A-300 Warrant (incorporated by reference to Exhibit 10.5 to the Company’s Form S-1 filed with the Securities and Exchange Commission on October 31, 2012)
10.9		Sample Series A-400 Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 10, 2013)
10.10		Sample Series A-500 Warrant*
31.1		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase
101.DEF*		XBRL Taxonomy Extension Definition Linkbase
101.LAB*		XBRL Taxonomy Extension Label Linkbase
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

* Filed herewith

Corruven, Inc. - FORM 10-Q - November 18, 2014

Attached files

Corruven, Inc. Reports