UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2015~~2016

¨ TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~_____________~~_________ to ~~_____________~~_________

Commission File Number: 333-149617

Novagen Ingenium, Inc.

(Name of registrant as specified in its charter)

Nevada		98-0471927
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1846 E. Innovation Park Drive, Oro Valley, AZ 85755

(Address of Principal Executive Offices)

(310) 994-7988

(Issuer'’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "“large accelerated filer,"” "“accelerated filer"” and "“smaller reporting company"” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller Reporting Company	x

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

As of ~~March~~February 1724, ~~2016~~2017, the issuer had 48,510,901 shares of common stock, $0.001 par value per share, issued and outstanding.

NOVAGEN INGENIUM, INC.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3	3
Item 2.	Management'’s Discussion and Analysis or Plan of Operation.	9	8
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	11	10
Item 4.	Controls and Procedures.	11	10
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	12	11
Item 1A.	Risk Factors	12	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	12	11
Item 3.	Defaults Upon Senior Securities	12	11
Item 4.	Mine Safety Disclosures	12	11
Item 5.	Other Information.	12	11
Item 6.	Exhibits.	13	12
SIGNATURES		14	13

PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements

NOVAGEN INGENIUM, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30,2015			December 31,2014
	March 31, 2016			December 31, 2015
ASSETS
Cash and equivalents	$	13,~~022~~973		$	41,~~334~~990
Accounts receivable, net		-			3,423
Other current assets		-			10,000
Total current assets		13,~~022~~973			711,~~757~~990
TOTAL ASSETS	$	1,022		$	7,757
Property and equipment, net of accumulated depreciation of $1,048 and $0 at March 31, 2016 and December 31, 2015, respectively		11,535			-
Total non-current assets		11.535			-
TOTAL ASSETS	$	15,508		$	11,990
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable and accrued liabilities	$	~~236~~304,~~005~~163		$	~~250~~229,~~354~~607
Notes payable		~~510~~586,~~811~~274			~~532~~531,~~176~~741
Notes payable, related parties		~~259~~494,~~523~~037			~~223~~413,~~184~~259
Deferred income		-			76,247
Total current liabilities		1,384,474			1,174,607
Total current liabilities		1,006,339			1,081,961
TOTAL LIABILITIES		1,384,474			1,174,607
TOTAL LIABILITIES		1,006,339			1,081,961
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value, 50,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock, $0.0001 par value; 100 million shares authorized, 48,510,901 shares issued and outstanding at September 30, 2015 and December 31, 2014		4,852			4,852
Common stock, $0.0001 par value; 100 million shares authorized, 48,510,901 shares issued and outstanding at March 31, 2016 and December 31, 2015		4,852			4,852
Additional paid in capital		1,~~772~~774,~~610~~080			1,~~617~~772,~~115~~601
Accumulated other comprehensive gain (loss)		~~251~~148,~~892~~250			99212,~~266~~074
Common stock payable		17,550			17,550
Accumulated deficit		(3,~~052~~313,~~221~~698	)		(23,~~812~~169,~~987~~154	)
TOTAL STOCKHOLDERS' DEFICIT		(1,~~005~~368,~~317~~966	)		(1,~~074~~162,~~204~~617	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	115,~~022~~508		$	711,~~757~~990

The accompanying notes are an integral part of these unaudited consolidated financial statements.

3 Table of Contents

NOVAGEN INGENIUM, INC.

CONSOLIDATED STAEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

(Unaudited)

	Nine months endedSeptember 30,						Three months endedSeptember 30,
	Three Months Ended March 31,
	2015			2014			2015			2014
	2016			2015
REVENUES
Sales	$	~~373~~-		$	~~9,031~~373		$	-		$	~~9,031~~
Cost of revenues		1,081			17,945			-			17,945
Cost of sales		-			1,081
Gross profit		~~(708~~-	)		(~~8,914~~708	)		-			~~(8,914~~	)
OPERATING EXPENSES
General and administrative expenses		~~192~~123,~~534~~074			~~218~~92,~~516~~914			~~50,686~~			~~70,994~~
Asset impairments		-			228,516			-			-
Depreciation, depletion and amortization		988			-
Total operating expenses		~~192~~124,~~534~~062			~~447~~92,~~032~~914			~~50,686~~			~~70,994~~
Loss from operations		(~~193~~124,~~242~~062	)		(~~455~~93,~~946~~622	)		~~(50,686~~	)		~~(79,908~~	)
OTHER INCOME/(EXPENSE)
Interest expense		(4520,~~992~~482	)		(4015,~~430~~126	)		~~(14,667~~	)		~~(15,590~~	)
Total other expense		(4520,~~992~~482	)		(4015,~~430~~126	)		~~(14,667~~	)		~~(15,590~~	)
Net loss	$	(~~239~~144,~~234~~544	)	$	(~~496~~108,~~376~~748	)	$	~~(65,353~~	)	$	~~(95,498~~	)
OTHER COMPREHENSIVE INCOME/(LOSS)
Currency translation		~~152~~(63,~~626~~824	)		1365,~~947~~385			~~94,695~~			~~68,344~~
Net comprehensive gain (loss)	$	(86208,~~608~~368	)	$	(~~482~~43,~~429~~363	)	$	~~29,342~~		$	~~(27,154~~	)
Net loss per share	$	(0.00	)	$	(0.0100	)	$	~~(0.00~~	)	$	~~(0.00~~	)
Weighted average number of shares outstanding, basic and fully diluted		48,510,901			48,510,901			~~48,510,901~~			~~48,510,901~~

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4 Table of Contents

NOVAGEN INGENIUM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months EndedSeptember 30,
	Three Months Ended March 31,
	2015			2014
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net income / (loss)	$	(~~239~~144,~~234~~544	)	$	(~~496~~108,~~376~~748	)
Adjustments to reconcile net loss to net cash used in operating activities:
Asset impairments		-			228,516
Depreciation, depletion and amortization		988			-
Imputed interest		42,~~486~~019			51,~~770~~412
Change in operating assets and liabilities:
Accounts receivable		~~3,184~~-			(83,~~388~~286	)
Accrued interest		2117,~~451~~459			1613,~~139~~030
Prepaid expenses and other current assets		-10,000			~~17,930~~-
Accounts payable and accrued expenses		7244,~~882~~303			2136,~~332~~832
Net cash provided by / (used in) operations		(~~137~~69,~~231~~775	)		(~~215~~54,~~077~~188	)
CASH FLOWS FROM INVESTING ACTIVITIES		-			-
Net cash used in investing activities		-			-
Acquisitions of property and equipment		(11,853	)		-
Net cash used in investing activities		(11,853	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		6225,~~753~~266			~~150~~39,~~107~~305
Proceeds from related-party notes payable		7858,~~443~~914			~~127~~23,~~720~~799
Payments on related-party notes payable		(~~5,077~~50	)		(691,~~252~~284	)
Net cash provided by/(used in) financing activities		~~136~~84,~~119~~130			~~208~~61,~~575~~820
Foreign exchange effect		(2,200	)		13,947
Effect of foreign exchange rates on cash and cash equivalents		(519	)		(495	)
Net change in cash and equivalents		(31,~~312~~983	)		7,~~445~~137
Cash and equivalents, beginning of period		41,~~334~~990			~~327~~4,334
Cash and equivalents, end of period	$	13,~~022~~973		$	711,~~772~~471
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	$	~~22,163~~758		$	~~24,413~~-
Cash paid for income taxes	$	-		$	-
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES
Reclassification of notes payable to related party	$	-		$	112,101
Gain on disposal of subsidiary with related party	$	-		$	155,822
Gain on disposal of subsidiary with related party	$	155,822		$	-

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5 Table of Contents

NOVAGEN INGENIUM, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation

Nature of Business

Novagen Ingenium Inc. (referred to herein collectively with its subsidiaries as "Novagen" and the "Company"), was incorporated in the State of Nevada, U.S.A., on June 22, 2005 under the name of Pickford Minerals, Inc. Since then, the Company has changed its name to Novagen ~~Solar~~Ingenium, Inc., and formed or acquired various subsidiaries which are in the business of ~~designing,~~engine ~~manufacturing~~design and ~~distributing V-Twin engines~~development, ~~custom~~precision ~~motorcycles~~engineering ~~and~~services ~~related urban clothing under the Renegade brand. Renegade operates from leased premises situated at Helensvale, Queensland for use as a workshop, prototype machine shop~~ and ~~engine~~industrial ~~assembly~~services ~~shop~~supply. ~~In late 2013, Renegade abandoned its custom motorcycle business and now concentrates on development of the Renegade V-Twin engine line as its core business.~~

OnNovagen ~~April~~operates ~~15,~~from ~~2013,~~leased ~~the~~premises ~~Company~~situated ~~filed~~at ~~Articles~~Arundel, ofQueensland, ~~Merger~~Australia ~~with~~for ~~the~~use ~~Nevada~~as ~~Secretary~~an ofoffice, ~~State~~workshop, inprototype ~~order~~machine toshop ~~merge~~and ~~with~~engine ~~Novagen~~assembly ~~Ingenium Inc~~shop. ~~(the~~Novagen ~~"Subsidiary"),~~also aoperates ~~wholly-owned~~from ~~subsidiary~~shared ofpremises ~~the~~situated ~~Company~~at ~~that~~Ernest, ~~was incorporated on April 2~~Queensland, ~~2013~~Australia ~~under~~for ~~the~~precision ~~laws~~engineering ~~of the State of Nevada (the "Merger"). Effective April 30~~services, ~~2013,~~CNC ~~the~~machining ~~Subsidiary merged with~~ and ~~into~~production ~~the~~machining ~~Company, with the Company being the surviving entity~~services. ~~As a result of the Merger~~Further, ~~effective~~Novagen ~~April~~operates ~~30,~~administrative ~~2013,~~and ~~the~~office ~~Articles~~activities offrom ~~Incorporation~~shared ofleased ~~the~~offices ~~Company~~located ~~were~~at ~~amended~~Oro ~~to change the name of the Registrant to Novagen Ingenium~~Valley, ~~Inc~~Arizona USA.

Engine Development

The reciprocating internal combustion engine has been in commercial operation for more than a century with many advances in technical operation resulting in numerous differentiated designs, including two stroke, four stroke, rotary, turbine, radial, in-line, v block, boxer, side valve and overhead engines. Over the past century, in-line and V-block engines have become the dominant configurations in non-aircraft commercial applications. Modern engines have seen the inclusion of radical technologies such as staggered crank shaft journals, piston coolers, complex computer electrical control systems and other advancements which are now mainstream features. Novagen is focused on new geometric configuration design engines. Novagen intends to develop engines based on disruptive innovative designs and technology that can be powered by gasoline, diesoline, biofuels, liquid petroleum gas, steam, permanent magnets and other alternative power sources.

The Novagen Y Engine;

On July 5, 2012 Novagen acquired all the issued and outstanding shares of Y Engine Developments Pty Ltd., an Australian company, from Micheal Nugent, the President and CEO of Novagen. Y Engine Developments was the owner of all of the intellectual property, patentable rights, prototype models and associated machinery and parts of the opposing piston, divaricate cylinder Y engine (The Novagen Y Engine). On October 14, 2012, Novagen filed for patent protection of the Novagen Y-Engine with the United States Patent and Trade Mark Office. On November 2, 2012, Novagen filed an updated patent application and is currently preparing the utility patent application. The Novagen Y Engine (patent pending) under development is a new design engine configuration that utilizes opposing pistons and three angled cylinders with 180º crank journals.

The Renegade V-Twin Custom Motorcycle Engine;

On June 1, 2012 Novagen acquired all of the issued and outstanding shares of R Urban Streetwear Pty Ltd (formally Renegade Engine Company Pty Ltd) (Renegade). Renegade was in the business of design, manufacture and distribution of V-Twin engines, custom motorcycles and related urban clothing under the Renegade brand. On March 26, 2015, Novagen sold R Urban Streetwear Pty Ltd. to a related party for AU$1, but retained the Renegade trademark, engine manufacturing design, development and manufacturing operations. Renegade Engine Company, a division of Novagen Precision Engineering Services Pty Ltd, designs, develops and manufactures high end custom motorcycle V Twin motorcycle engines. Renegade has supplied USA legendary custom motorcycle manufacturer, Jesse James with engines and parts in line with developing a branded Jesse James Renegade V-Twin engine. This work is ongoing.

Novagen Precision Engineering;

On April 22, 2013 Novagen acquired all of the plant, equipment and inventory of N.C. Precision Engineering Pty Ltd., a precision engineering business located in Ernest, Queensland, Australia. Novagen utilizes the plant and equipment, which is a full-service precision engineering and production manufacturing facility to develop prototype parts for the Novagen Y engine, new parts for the Renegade V-Twin custom motorcycle engine and other components including tooling as required.

Table of Contents

Industrial Supply Services;

Novagen supplies industrial services such as specific vehicle supply, labor supply and engineering services on a commercial basis.

On September 18, 2015, the registrant and Roadships Holdings Inc, A Delaware corporation (Roadships”) entered into a share exchange agreement under which Novagen agreed to purchase from Roadships all of the issued and outstanding shares of Roadships.US, Inc. a Nevada company. Roadships.US, Inc. owns assets and intellectual property relating to transport and shipping.

From October 2015 through June 2016, Novagen supplied branded vehicles to Tautachrome, Inc. for a promotional tour of Universities in Australia.

From November 2016, Novagen has been supplying branded transport equipment to K Bees Transport, a division of Syndicated Transport and Trucking Pty Ltd.

On December 15, 2016 Novagen Precision Engineering Pty Ltd registered Novagen Truckfix as a trading name in Australia to carry out commercial work in the sales, service and repair of transport vehicles.

Basis of Presentation

The interim consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in U.S. Dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. These interim condensed financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, ~~2014~~2015 and notes thereto included in the Company'’s Annual Report on Form 10-K, filed with the Commission on ~~March~~June 116, 2016. The Company follows the same accounting policies in the preparation of interim reports.

Note 2 – Going Concern

As shown in the accompanying financial statements, the Company incurred net losses from operations resulting in an accumulated deficit of $3,~~052~~313,~~221~~698, and a working capital deficit of $1,~~005~~380,~~317~~501 as of March 31, 2016. These factors raise substantial doubt about the Company'’s ability to continue as a going concern. The Company is currently in search of 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 Party Transactions

During the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016, we had borrowings from related parties of AU$~~102~~58,~~969~~914 ~~(US$78,443)~~ and repaid AU$~~6,664~~50 ~~(US$5,077)~~ to related parties and accrued an additional $1912,~~356~~143 in interest.

The Company evaluated the terms of the above related-party notes in accordance with ASC Topic No. 815 – 40, Derivatives and Hedging - Contracts in Entity'’s Own Stock and determined that the underlying common stock is indexed to the Company'’s common stock. We determined that the conversion features did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. The Company further analyzed the convertible debts for a beneficial conversion feature under ASC 470-20 on the date of the notes and determined that no beneficial conversion feature exists.

67 Table of Contents

On March 26, 2015, we sold our subsidiary, Renegade Engine Company Pty Ltd. to a related party for AU$1, but retained the Renegade trademark. The effect on the financial statements was to reduce assets by US$248, reduce liabilities by US$151,811, increase the foreign exchange effect by $4,259, and to record a gain of $155,822 on the sale as follows:

Financial Statement Item	FinancialEffect
Assets
Cash and equivalents	$	248
Total assets		248
Liabilities
Accounts payable and accrued liabilities		(151,811	)
Total current liabilities		(151,811	)
Foreign exchange effect		(4,259	)
Gain on sale of Novagen Pty Ltd to related party	$	155,822

Because the sale was to a related party, we included the gain in Additional Paid in Capital.

Note 4 – Notes Payable

During the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016, we borrowed AU$5015,000 (US$3910,~~305~~828) on a previously-existing promissory note (on which we had a balance before this borrowing of AU$50100,000 (US$4072,~~937~~831). That note bears interest at 5%, is callable by the maker at any time, and is convertible to common stock at $0.10 per share.

In addition, we borrowed AU$1020,000 (US$714,~~816~~438) from an unrelated party ~~and~~with ~~issued~~whom awe ~~convertible~~do ~~promissory~~not ~~note~~have ina ~~return.~~formal ~~The~~promissory note ~~is callable by the maker at any time, bears interest at 4% and is convertible into common stock at AU$0~~.25 ~~per share.~~

OnThe ~~June~~Company ~~29,~~evaluated ~~2015,~~the weterms ~~borrowed~~of ~~AU$20,000~~the ~~(US$15,632)~~above ~~from~~third-party annote ~~unrelated~~in ~~party.~~accordance with ASC Topic No. ~~promissory~~815 ~~note~~– ~~was~~40, ~~issued~~Derivatives and Hedging - Contracts in ~~exchange~~Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. We determined that the conversion features did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. The Company further analyzed the convertible debts for a beneficial conversion feature under ASC 470-20 on the date of the notes and determined that no beneficial conversion feature exists.

~~The~~At ~~Company~~December ~~evaluated~~31, ~~the~~2015, ~~terms~~we ofhad ~~the~~$45,982 ~~above third-party note~~ in ~~accordance~~unpaid ~~with~~interest ~~ASC~~to ~~Topic~~unrelated Noparties. ~~815~~During –the ~~40,~~three ~~Derivatives~~months ~~and~~ended ~~Hedging~~March -31, ~~Contracts~~2016, inwe ~~Entity's~~accrued ~~Own~~an ~~Stock~~additional ~~and~~$6,074 ~~determined~~in ~~that~~interest ~~the~~and ~~underlying~~paid ~~common~~none ~~stock~~of ~~is indexed to~~ the ~~Company's~~outstanding ~~common~~interest ~~stock~~balances. WeAt ~~determined~~March ~~that~~31, ~~the~~2016, ~~conversion~~we ~~features~~adjusted ~~did not meet~~ the ~~definition~~account ofto areflect ~~liability~~the ~~and~~period ~~therefore~~end ~~did~~currency ~~not~~exchange ~~bifurcate~~rate ~~the conversion feature~~ and ~~account~~recorded ~~for~~an itunrealized asloss ain ~~separate~~that ~~derivative~~account ~~liability~~of $4,687. ~~The~~At ~~Company~~March ~~further~~31, ~~analyzed~~2016, ~~the~~we ~~convertible~~have ~~debts~~unpaid ~~for~~interest ato ~~beneficial~~unrelated ~~conversion~~parties ~~feature under ASC 470-20 on the date~~ of ~~the notes and determined that no beneficial conversion feature exists~~$56,743.

AtNote ~~December~~5 ~~31,~~– ~~2014,~~Stockholders’ ~~we had $18,867 in unpaid interest. During the nine months ended September 30, 2015, we accrued an additional $28,182 in interest and paid none of the outstanding interest balances.~~Equity

~~Note~~We 5issued –no ~~Stockholders'~~common ~~Equity~~or preferred stock during the three months ended March 31, 2016.

WeFor ~~issued~~the nothree ~~common~~months orended ~~preferred~~March ~~stock~~31, ~~during~~2016, ~~the~~we ~~nine~~imputed ~~months~~$2,019 ~~ended~~on ~~September~~several ~~30,~~non-interest-bearing ~~2015~~notes.

~~For~~8 ~~the~~Table ~~nine~~of ~~months ended September 30, 2015, we imputed $4,486 on several non-interest-bearing notes.~~Contents

7Item 2. Management’s Discussion and Analysis or Plan of Operation.

~~Item~~This 2report on form 10−Q contains forward-looking statements. ~~Management's~~Our ~~Discussion~~actual results could differ materially from those set forth as a result of general economic conditions and ~~Analysis~~changes orin ~~Plan~~the assumptions used in making such forward-looking statements. The following discussion and analysis of ~~Operation~~our financial condition and results of operations should be read together with the financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.

This report on form 10−Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events. Overview

~~Overview~~Novagen Ingenium Inc. (referred to herein collectively with its subsidiaries as "Novagen" and the "Company"), was incorporated in the State of Nevada, U.S.A., on June 22, 2005 under the name of Pickford Minerals, Inc. Since then, the Company has changed its name to Novagen Ingenium, Inc., and formed or acquired various subsidiaries which are in the business of engine design and development, precision engineering services and industrial services supply.

~~Novagen~~On ~~Ingenium~~April ~~Inc.~~15, ~~(referred~~2013, tothe ~~herein~~Company ~~collectively~~filed Articles of Merger with ~~its~~the ~~subsidiaries~~Nevada asSecretary "of State in order to merge with Novagen" ~~and~~Ingenium Inc. (the "~~Company~~Subsidiary"), ~~was~~a ~~incorporated~~wholly-owned insubsidiary of the ~~State~~Company ofthat ~~Nevada,~~was ~~U.S.A.,~~incorporated on ~~June~~April 222, ~~2005~~2013 under the ~~name~~laws of ~~Pickford~~the ~~Minerals,~~State ~~Inc.~~of ~~Since~~Nevada ~~then,~~ (the ~~Company~~"Merger"). ~~has~~Effective ~~changed~~April ~~its name to Novagen Solar~~30, ~~Inc.~~2013, ~~and formed or acquired various subsidiaries which are in~~ the ~~business~~Subsidiary ofmerged ~~designing,~~with ~~manufacturing~~ and ~~distributing~~into ~~V-Twin~~the ~~engines~~Company, ~~custom~~with ~~motorcycles~~the ~~and~~Company ~~related~~being ~~urban clothing under~~ the ~~Renegade~~surviving ~~brand~~entity. ~~Renegade~~As ~~operates~~a ~~from~~result ~~leased~~of ~~premises~~the ~~situated at Helensvale~~Merger, ~~Queensland~~effective ~~for~~April ~~use as a workshop~~30, ~~prototype machine shop and engine assembly shop. In late~~ 2013, ~~Renegade~~the ~~abandoned~~Articles ~~its~~of ~~custom~~Incorporation ~~motorcycle~~of ~~business~~the ~~and~~Company ~~now~~were ~~concentrates~~amended onto ~~development~~change of the ~~Renegade~~name ~~V-Twin~~of ~~engine~~the ~~line~~Registrant asto ~~its~~Novagen ~~core~~Ingenium, ~~business~~Inc.

OnOur ~~April~~currently ~~15,~~available ~~2013,~~capital ~~the~~and ~~Company~~cash ~~filed~~flow ~~Articles~~has ofbeen ~~Merger~~generated ~~with~~through ~~the~~share ~~Nevada~~subscriptions ~~Secretary~~and ofloans ~~State~~from inmanagement ~~order~~and ~~to merge with Novagen Ingenium Inc. (the "Subsidiary"), a wholly~~non-~~owned~~affiliated ~~subsidiary~~third ofparties ~~the Company that was incorporated on April 2, 2013 under the laws of the State of Nevada (the "Merger"). Effective April 30, 2013, the Subsidiary merged with~~ and ~~into~~it ~~the~~is ~~Company,~~our ~~with~~management’s ~~the~~intention ~~Company~~that ~~being~~this ~~the~~will ~~surviving~~continue ~~entity.~~until ~~As a result of~~ the ~~Merger, effective April 30, 2013, the Articles of Incorporation of the~~ Company ~~were~~earns ~~amended~~sufficient torevenue ~~change the name of the Registrant~~ to ~~Novagen~~be ~~Ingenium, Inc~~self-sustaining.

Our ~~currently~~ultimate ~~available~~success will depend upon our ability to raise capital including joint venture projects and ~~cash~~debt ~~flow~~or ~~has~~equity ~~been~~financings. ~~generated~~Future financings through ~~share~~equity ~~subscriptions~~investments ~~and~~are ~~loans~~likely ~~from~~to ~~management~~be ~~and~~dilutive ~~non-affiliated~~to ~~third~~existing ~~parties~~stockholders. ~~and~~Also, itthe isterms of securities we may issue in future capital transactions may be more favorable for our ~~management's~~new ~~intention~~investors. ~~that~~Newly ~~this~~issued ~~will~~securities ~~continue~~may ~~until~~include preferences, superior voting rights, and the ~~Company~~issuance ~~earns~~of ~~sufficient~~warrants ~~revenue~~or toother derivative securities, which may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be ~~self~~required to recognize non-~~sustaining~~cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition.

Our ~~ultimate success will depend upon our~~ ability to ~~raise~~obtain ~~capital~~needed ~~including~~financing ~~joint~~may ~~venture projects and debt or equity financings. Future financings through equity investments are likely to~~ be ~~dilutive~~impaired toby ~~existing~~such ~~stockholders.~~factors ~~Also,~~as the ~~terms~~capital ofmarkets, ~~securities~~both wegenerally ~~may~~and ~~issue~~specifically in ~~future~~the ~~capital~~renewable ~~transactions~~energy ~~may be more favorable for our new investors. Newly issued securities may include preferences~~industry, ~~superior voting rights,~~ and the ~~issuance~~fact ofthat ~~warrants~~we orhave ~~other~~not ~~derivative~~been ~~securities~~profitable, which ~~may~~could ~~have~~impact ~~additional~~the ~~dilutive~~availability ~~effects.~~or ~~Further,~~cost weof ~~may incur substantial costs in pursuing~~ future ~~capital and financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs~~financings. ~~We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition.~~

~~Our~~Results ability to obtain needed financing may be impaired by such factors as the capital markets, both generally and specifically in the renewable energy industry, and the fact that we have not been profitable, which could impact the availability or cost of ~~future financings.~~Operations

~~Results~~The following is a discussion and analysis of ~~Operations~~our results of operations for the three months ended March 31, 2016 and 2015, and the factors that could affect our future financial condition. This discussion and analysis should be read in conjunction with our financial statements and the notes thereto included elsewhere in this report. Our financial statements are prepared in accordance with United States generally accepted accounting principles. All references to dollar amounts in this section are in United States dollars unless expressly stated otherwise.

~~The~~9 ~~following~~Table ~~is a discussion and analysis~~ of our results of operations for the nine and three months ended September 30, 2015 and 2014, and the factors that could affect our future financial condition. This discussion and analysis should be read in conjunction with our financial statements and the notes thereto included elsewhere in this report. Our financial statements are prepared in accordance with United States generally accepted accounting principles. All references to dollar amounts in this section are in United States dollars unless expressly stated otherwise.Contents

8Three months ended March 31, 2016 and 2015

~~Nine~~Revenues ~~months~~and ~~ended~~cost ~~September~~of ~~30, 2015 and 2014~~sales:

~~Revenues~~We had de minimis sales and cost of sales: during the three months ended March 31, 2015 from our segment operating Traffic Control services which have since terminated. We had no such revenues or cost of revenues for the same period in 2016.

WeGeneral ~~had de minimis sales~~ and ~~cost~~administrative of sales in our wholly-owned subsidiary Renegade Engine Company Pty Ltd for the nine months ended September 30, 2015. As discussed in Note 3 to the financial statements, we sold that subsidiary on March 26, 2015. For the nine months ended September 30, 2014, we had $9,031 and $17,945 in sales and cost of sales, respectively.expenses:

General and administrative expenses: totaled $123,074 for the three months ended March 31, 2016 versus $92,914 for the same period in 2015 representing an increase of $30,160 or about 32%. Our costs of reporting compliance increased by about $61,000 while other areas of spending decreased by about $31,000.

~~General and administrative expenses totaled $192~~Depreciation,~~534~~ ~~for~~depletion ~~the~~and ~~nine months ended September 30, 2015 versus $218,516 for the same period in 2014 representing a 12% decrease.~~ amortization:

~~Asset~~Depreciation, ~~impairments:~~depletion and amortization went from $0 for the three months ended March 31, 2015 to $988 owing to the inclusion of a vehicle purchased in January, 2016.

WeInterest ~~impaired 100% of the carrying value of our property, plant and equipment in 2014 and charged asset impairments with $228,516. There were no such impairments in 2015.~~expense:

Interest expense: was $20,482 for the three months ended March 31, 2016 versus $15,126 for the same period in 2015 due to higher debt levels.

~~Interest~~Currency ~~expense~~translation ~~was~~and ~~$45,992~~net ~~for~~comprehensive ~~the nine months ended September 30, 2015 versus $40,430 for the same period in 2014. The increase is due to higher debt levels.~~ income:

~~Currency~~The ~~translation~~effect of translating the Australian dollar accounts into US dollar accounts was a negative $63,824 for the three months ended March 31, 2016 and ~~net~~a ~~comprehensive~~positive ~~income:~~$65,385 for the same period in 2015.

~~The~~Liquidity ~~effect of translating the Australian dollar accounts into US dollar accounts was a positive $152,626 for the nine months ended September 30, 2015~~ and aCapital ~~positive $13,947 for the same period in 2014.~~Resources

~~Three~~Our principal source of operating capital has been provided from unrelated and related-party debt financing. At March 31, 2016, we had negative working capital of $1,380,501 and negative cash flows from operations of $69,775 for the three months ended ~~September~~March 3031, ~~2015~~2016. As we continue to develop our business and ~~2014~~attempt to expand operational activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable. We will be required to obtain additional financing to fund operations through common stock offerings and debt borrowings to the extent necessary to provide working capital. We have and expect to continue to have substantial capital expenditure and working capital needs. We do not now have funds sufficient to fund our operations at their current level for the next twelve months. We need to raise additional cash to fund our operations and implement our business plan. We expect that the additional financing will (if available) take the form of a private placement of equity, although we may be constrained to obtain additional debt financing in lieu thereof. We are maintaining an ongoing effort to locate sources of additional funding, without which we will not be able to remain a viable entity. There are no assurances that we will be able to obtain adequate financing to fund our operations. If we are able to obtain the financing required to remain in business, eventually achieving operating profits will require substantially increasing revenues or drastically reducing expenses from their current levels or both. If we are able to obtain the required financing to remain in business, future operating results depend upon a number of factors that are outside of our control.

~~Revenues~~Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or ~~cost~~to raise funds to finance ongoing operations and repay debt. There can be no assurance, however, that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our future operations will be adequate to meet our needs. These factors, among others, indicate that there is substantial doubt about our ability to continue as a going concern for a reasonable period of ~~sales:~~time.

We10 ~~had~~Table ~~no sales or cost~~ of ~~sales for the three months ended September 30, 2015. For the three months ended September 30, 2014, we had $9,031 and $17,945 in sales and cost of sales, respectively.~~Contents

~~General~~Off-Balance ~~and~~Sheet ~~administrative expenses:~~Arrangements

~~General~~The ~~and~~Company ~~administrative~~has ~~expenses~~no ~~totaled~~off-balance ~~$50,686~~sheet ~~for~~arrangements ~~the~~that ~~three~~have ~~months~~or ~~ended~~are ~~September~~reasonably ~~30,~~likely ~~2015~~to ~~versus~~have ~~$70,994~~a ~~for~~current ~~the~~or ~~same~~future ~~period~~effect inon ~~2014~~the ~~representing a 29% decrease~~Company.

~~Interest~~Item ~~expense:~~3. Quantitative and Qualitative Disclosure about Market Risk

~~Interest~~Smaller ~~expense~~reporting ~~was~~companies ~~$14,667~~are ~~for~~not ~~the~~required ~~three~~to ~~months~~provide ~~ended September 30, 2015 versus $15,590 for~~ the ~~same~~information ~~period~~required inby ~~2014.~~this Item.

~~Currency~~Item ~~translation~~4. Controls and ~~net comprehensive income:~~Procedures.

~~The~~Evaluation ~~effect~~ of ~~translating~~Disclosure ~~the~~Controls ~~Australian dollar accounts into US dollar accounts was a positive $94,695 for the three months ended September 30, 2015~~ and ~~a positive $68,344 for the same period in 2014.~~Procedures

9Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(f) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, in consideration of the fact that the Company has no employees besides the President and Chief Executive Officer, the officer concluded that the Company’s disclosure controls and procedures are not effective at March 31, 2016 or December 31, 2015. Through the use of external consultants, the Company believes that the financial statements and the other information presented herewith are not materially misstated.

~~Liquidity~~Inherent ~~and~~Limitations ~~Capital~~of ~~Resources~~Internal Controls

Our ~~principal~~Principal ~~source~~Executive ofOfficer ~~operating~~does ~~capital~~not ~~has~~expect ~~been~~that ~~provided~~the ~~from~~Company’s ~~unrelated~~disclosure ~~and~~controls ~~related-party debt financing. At September 30, 2015, we had negative working capital of $1,005,317~~ and ~~negative~~procedures ~~cash~~or ~~flows from operations of $137,231 for~~ the ~~nine~~Company’s ~~months~~internal ~~ended~~controls ~~September~~will ~~30,~~prevent ~~2015.~~all Aserrors ~~we continue to develop our business~~ and ~~attempt~~all tofraud. ~~expand~~A ~~operational~~control ~~activities~~system, weno ~~expect~~matter tohow ~~continue~~well toconceived ~~experience net negative cash flows from operations in amounts not now determinable. We will be required to obtain additional financing to fund operations through common stock offerings~~ and ~~debt~~operated, ~~borrowings~~can ~~to the extent necessary to~~ provide ~~working~~only ~~capital.~~reasonable, ~~We have and expect to continue to have substantial capital expenditure and working capital needs. We do~~ not ~~now~~absolute, ~~have~~assurance ~~funds~~that ~~sufficient~~the toobjectives ~~fund~~of ~~our operations at their current level for~~ the ~~next~~control ~~twelve~~system ~~months.~~are ~~We need to raise additional cash to fund our operations and implement our business plan~~met. WeFurther, ~~expect that~~ the ~~additional~~design ~~financing will (if available) take the form~~ of a ~~private~~control ~~placement~~system ofmust ~~equity,~~reflect ~~although~~the wefact ~~may~~that bethere ~~constrained to obtain additional debt financing in lieu thereof. We~~ are ~~maintaining~~resource anconstraints, ~~ongoing~~and ~~effort~~the tobenefits ~~locate sources~~ of ~~additional~~controls ~~funding,~~must ~~without which we will not~~ be ~~able~~considered torelative ~~remain a viable entity. There are no assurances that we will be able~~ to ~~obtain~~their ~~adequate financing to fund our operations~~costs. IfBecause weof ~~are able to obtain~~ the ~~financing~~inherent ~~required~~limitations toin ~~remain~~all incontrol ~~business~~systems, ~~eventually~~no ~~achieving~~evaluation ~~operating~~of ~~profits~~the ~~will~~controls ~~require~~can ~~substantially~~provide ~~increasing~~absolute ~~revenues~~assurance orthat ~~drastically~~all ~~reducing~~control ~~expenses~~issues ~~from~~and ~~their~~instances ~~current~~of ~~levels~~fraud, orif ~~both.~~any, Ifwithin ~~we are able to obtain~~ the ~~required~~Company ~~financing~~have tobeen ~~remain in business, future operating results depend upon a number of factors that are outside of our control~~detected.

~~Our~~Changes ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. There can be no assurance, however, that we will be successful in ~~our~~Internal ~~efforts~~Control toover ~~raise~~Financial additional debt or equity capital and/or that our cash generated by our future operations will be adequate to meet our needs. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time.Reporting

~~Off-Balance~~There ~~Sheet~~were ~~Arrangements~~no changes in our internal control over financial reporting during the quarter ended March 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~The~~11 ~~Company~~Table ~~has~~of ~~no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company.~~ Contents

~~Item~~PART 3.II ~~Quantitative~~– ~~and~~OTHER ~~Qualitative Disclosure about Market Risk.~~INFORMATION

~~Smaller~~Item ~~reporting~~1. ~~companies~~Legal ~~are not required to provide the information required by this Item~~Proceedings.

~~Item 4~~None. ~~Controls and Procedures.~~

~~Evaluation~~Item of1A. ~~Disclosure~~Risk ~~Controls and Procedures~~Factors

~~Pursuant~~Smaller toreporting ~~Rule~~companies 13a-15(b) under the Securities Exchange Act of 1934 ("Exchange Act"), the Company carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(f) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, in consideration of the fact that the Company has no employees besides the President and Chief Executive Officer, the officer concluded that the Company's disclosure controls and procedures are not ~~effective~~required atto ~~September~~provide ~~30, 2015 or December 31, 2014. Through~~ the ~~use of external consultants, the Company believes that the financial statements and the other~~ information ~~presented~~required ~~herewith~~by ~~are~~this ~~not materially misstated~~Item.

~~Inherent~~Item ~~Limitations~~2. Unregistered Sales of ~~Internal~~Equity ~~Controls~~Securities and Use of Proceeds.

~~Our Principal Executive Officer does not expect that the Company's disclosure controls and procedures or the Company's internal controls will prevent all errors and all fraud~~None. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

~~Changes~~Item in3. ~~Internal~~Defaults ~~Control~~Upon ~~over~~Senior ~~Financial Reporting~~Securities

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reportingNone.

10Item 4. Mine Safety Disclosures

~~PART~~Not ~~II — OTHER INFORMATION~~applicable.

Item 15. ~~Legal~~Other ~~Proceedings~~Information.

None.

~~Item~~12 ~~1A.~~Table ~~Risk~~of ~~Factors.~~Contents

~~Smaller~~Item ~~reporting~~6. ~~companies are not required to provide the information required by this Item~~Exhibits.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Exhibit No.		Document Description

3.1		Amended Articles of Incorporation, Novagen Ingenium Inc (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).

3.2		Amended and Restated Bylaws, Novagen Ingenium Inc (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 101		The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, formatted in XBRL: (i) Consolidated Statements of Cash Flows, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Balance Sheets, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

~~None.~~13 Table of Contents

~~Item 3. Defaults Upon Senior Securities.~~SIGNATURE

~~None~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 4. Mine Safety Disclosures.

	NOVAGEN INGENIUM, INC.

Date: February 24, 2017	By:	/s/ Micheal P. Nugent
		Micheal P. Nugent
		Principal Executive Officer

Date: February 24, 2017	By:	/s/ Micheal P. Nugent
		Micheal P. Nugent
		Principal Financial Officer

~~Not applicable.~~14

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.		Document Description
3.1		Amended Articles of Incorporation, Novagen Ingenium Inc (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2012).
3.2		Amended and Restated Bylaws, Novagen Ingenium Inc (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2012)
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, formatted in XBRL: (i) Consolidated Statements of Cash Flows, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Balance Sheets, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NOVAGEN INGENIUM, INC.
Date: March 17, 2016	By:	/s/ Micheal P. Nugent
		Micheal P. NugentPrincipal Executive Officer
Date: March 17, 2016	By:	/s/ Micheal P. Nugent
		Micheal P. NugentPrincipal Financial Officer

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