1012131--3/31/2006--NOVT

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In connection with the completion of the sale of our VBT business, we have no continuing business operations. We have no source of revenue. We received a notice from the NASDAQ Stock Market that we are not in compliance with their continued listing requirements and we expect to be delisted from the NASDAQ Stock Market at the open of business on April 3, 2006. Best Vascular and BMI could default on their obligations to perform and discharge the assumed liabilities. The reporting requirements under rules adopted by the SEC relating to shell companies may delay or prevent us from making certain acquisitions. We have not selected a specified industry in which to acquire or develop a business. Product liability suits against us could result in expensive and time-consuming litigation and the payment of substantial damages. We have substantially reduced our workforce as part of our wind down of operations and the sale of our VBT business. We hold an unsecured promissory note of ONI Medical Systems, Inc. that may not be repaid in full or at all. We may continue to incur the expense of complying with public company reporting requirements.

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1012131--3/31/2006--NOVT_CORP