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EX-32.1 - EXHIBIT 32.1 - AgriVest Americas, Inc.ex32_1.htm
EX-31.1 - EXHIBIT 31.1 - AgriVest Americas, Inc.ex31_1.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2010
   
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________ to__________ .
 
Commission File Number  0-22735

 
ROBOCOM SYSTEMS INTERNATIONAL INC.
 
 
(Name of small business issuer as specified in its charter)
 

New York
 
11-2617048
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

 
17 Fairbanks Boulevard, Woodbury, NY  11797
 
 
(Address of principal executive offices)
 

 
516-692-8394
 
 
(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 Exchange Act 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 o

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

Large accelerated filer o
Accelerated filer o
   
Non-accelerated filer o
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 x NO o

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 4,840,984 shares of common stock as of January 25, 2011.

 
 

 

ROBOCOM SYSTEMS INTERNATIONAL INC.

FORM 10-Q

INDEX

 
 
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PART I.    FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

ROBOCOM SYSTEMS INTERNATIONAL INC.

BALANCE SHEETS

   
November 30,
2010
   
May 31,
2010
 
Assets
 
(unaudited)
       
Current assets:
           
Cash and cash equivalents
  $ 679     $ 1,299  
Other current assets
    ----       1,042  
                 
Total assets
  $ 679     $ 2,341  
                 
Liabilities and Shareholders’ Equity
               
Current liabilities:
               
Accrued expenses
  $ 49,992     $ 50,973  
                 
Long term liabilities:
               
Loan payable shareholders
    15,000       ----  
                 
Total liabilities
    64,992       50,973  
                 
                 
Shareholders’ equity:
               
Preferred stock, $.01 par value; 1,000,000 shares authorized; None issued
    ----       ----  
Common stock, $.01 par value; 125,000,000 shares authorized; 4,840,984 issued and outstanding at November  30, 2010 and May 31, 2010
      48,410         48,410  
Additional paid-in capital
    12,163,574       12,163,574  
Accumulated deficit
    (12,276,297 )     (12,260,616 )
Total shareholders’ deficit
    (64,313 )     (48,632 )
Total liabilities and shareholders’ deficit
  $ 679     $ 2,341  

See accompanying notes.

 
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ROBOCOM SYSTEMS INTERNATIONAL INC.

STATEMENTS OF OPERATIONS
(unaudited)
 
   
Three months ended November 30,
 
   
2010
   
2009
 
             
Selling, general and administrative expenses
  $ (11,347 )   $ (28,324 )
                 
Other income, net
    7,536       ----  
                 
Interest (expense) income
    (300 )     75  
                 
Net loss
  $ (4,111 )   $ (28,249 )
                 
Basic and diluted net loss per share:
               
                 
Net loss per basic and diluted share
  $ (0.00 )   $ (0.01 )
                 
Weighted average shares outstanding:
               
Basic and diluted
    4,840,984       4,840,984  
 
See accompanying notes.

 
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ROBOCOM SYSTEMS INTERNATIONAL INC.

STATEMENTS OF OPERATIONS
(unaudited)
 
   
Six months ended November 30,
 
   
2010
   
2009
 
             
Selling, general and administrative expenses
  $ (22,918 )   $ (50,646 )
                 
Other income, net
    7,536       ----  
                 
Interest (expense) income, net
    (300 )     651  
                 
Net loss
  $ (15,682 )   $ (49,995 )
                 
Basic and diluted net loss per share:
               
                 
Net loss per basic and diluted share
  $ (0.00 )   $ (0.01 )
                 
Weighted average shares outstanding:
               
Basic and diluted
    4,840,984       4,840,984  
 
See accompanying notes.

 
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ROBOCOM SYSTEMS INTERNATIONAL INC.

STATEMENTS OF CASH FLOWS
(unaudited)
 
   
Six months ended November 30,
 
   
2010
   
2009
 
Operating activities
           
Net loss
  $ (15,682 )   $ (49,995 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Changes in operating assets and liabilities:
               
Other current assets
    1,042       (6,375 )
Accrued expenses
    (980 )     7,238  
Net cash used in operating activities
    (15,620 )     (49,132 )
                 
Net cash provided by financing activities
               
Loan from shareholders
    15,000       ----  
                 
Investing activities
               
Net cash used in investing activities – dividend distribution
    ----       (217,844 )
                 
                 
Decrease in cash and cash equivalents
    (620 )     (266,976 )
Cash and cash equivalents at beginning of period
    1,299       286,107  
Cash and cash equivalents at end of period
  $ 679     $ 19,131  

See accompanying notes.

 
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ROBOCOM SYSTEMS INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS

(unaudited)

1.
Background and Basis of Financial Statement Presentation

The accompanying unaudited financial statements of Robocom Systems International Inc. (“we,” “us,” “our,” or “our company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.  In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Robocom Systems International Inc. was incorporated under the laws of the State of New York in 1982.  Our company was organized to develop, market and support advanced warehouse management software solutions that enable companies to realize significant cost savings by automating their warehouse operations and providing inventory visibility throughout the supply chain.  On October 11, 2005, we sold substantially all of our assets to Avantce RSI, LLC (“Avantce”), a Delaware limited liability company, for $2,970,000 in cash, plus a $200,000 promissory note payable over two years.  In July 2006, we paid a dividend to our shareholders totaling approximately $2,760,000, which represented approximately 87% of our total assets at that time.  On August 20, 2009, our Board of Directors approved the payment of a cash dividend in the aggregate amount of $217,844 or $.045 per share, to it shareholders of record as of September 2, 2009.  On September 15, 2009, we paid a dividend to our shareholders totaling approximately $217,844, which represented approximately 82% of our total assets at that time.

Since the asset sale on October 11, 2005, we have not engaged in any operations and our business has been dormant.  As such, we may presently be defined as a "shell" company, whose sole purpose, at this time, is to locate and consummate a merger with or an acquisition of a private entity.

We will continue our filing with the Securities and Exchange Commission of reporting documentation and reports in an effort to maximize shareholder value.  We believe our best use and primary attraction, as a merger partner or acquisition vehicle, will be our status as a reporting public company.  Any business combination or transaction may potentially result in a significant issuance of shares and substantial dilution to our present stockholders.

The balance sheet at May 31, 2010 has been derived from the audited financial statements at that date but, as presented, does not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements.

Operating results for the six-month period ended November 30, 2010 are not necessarily indicative of the results that may be expected for the year ending May 31, 2011.  For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended May 31, 2010.

Related Party Transactions

On September 1, 2007, we entered into a two-year consulting agreement with Irwin Balaban, our Chairman of the Board.  Under this agreement, Mr. Balaban serves as President and Chief Executive Officer of our company.  As of August 31, 2010, this agreement has not been renewed.  As of November 30, 2010 we owed $19,500 to Mr. Balaban.

On June 28, 2010, we borrowed $2,500 from each of Mr. Balaban and Eric M. Hellige, the beneficial owner of more than 26% of our outstanding common stock, and issued to each such individual a promissory note that bears interest at the rate of 8% per annum and matures on the earlier of (1) the date our company is no longer a shell company, or (ii) June 30, 2011.

On September 21, 2010, we borrowed $5,000 from each of Mr. Balaban and Mr. Hellige and issued to each such individual a promissory note that bears interest at the rate of 8% per annum and matures on the earlier of (i) the date our company is no longer a shell company, or (ii) June 30, 2011.

 
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ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Certain statements in this Report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of our company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Factors that might cause such a difference include, among others, uncertainties relating to general economic and business conditions, intense competition for the acquisition of businesses, and domestic and foreign government regulations.  The words “believe,” “expect,” “anticipate,” “intend” and “plan” and similar expressions identify forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

Overview

On October 11, 2005, we sold substantially all of our assets to Avantce RSI, LLC, a Delaware limited liability company, for $2,970,000 in cash, plus a $200,000 promissory note payable over two years.  On July 28, 2006, we paid a dividend to our shareholders totaling approximately $2,760,000, which represented approximately 87% of our total assets at that time. On August 20, 2009, our Board of Directors approved the payment of a cash dividend in the aggregate amount of $217,844 or $.045 per share, to it shareholders of record as of September 2, 2009.  On September 15, 2009, we paid a dividend to our shareholders totaling approximately $217,844, which represented approximately 82% of our total assets at that time.

Since the asset sale on October 11, 2005, we have not engaged in any operations and the business has been dormant.  As such, our company may presently be defined as a "shell" company, whose sole purpose, at this time, is to locate and consummate a merger with or an acquisition of a private entity.

We will continue our filing with the Securities and Exchange Commission of reporting documentation and reports in an effort to maximize shareholder value.  We believe our best use and primary attraction, as a merger partner or acquisition vehicle, will be our status as a reporting public company.  Any business combination or transaction may potentially result in a significant issuance of shares and substantial dilution to our present stockholders.

The proposed business activities described herein classify us as a "blank check" company.  Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions.  Management does not intend to undertake any offering of our securities, either debt or equity, until such time as we have successfully implemented our business plan described herein.

At this time, our purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which desire to seek the perceived advantages of a corporation whose securities are registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  We will not restrict our search to any specific business, industry or geographical location and we may participate in a business venture of virtually any kind or nature.

This discussion of our proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities. Management anticipates that we may be able to participate in only one potential business venture because we have nominal assets and limited financial resources.  This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture against gains from another.

Our company will remain an insignificant participant among the firms that engage in the acquisition of business opportunities.  There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have.  In view of our combined extremely limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.

 
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On May 27, 2008 our Board of Directors, and the holders of a majority of the outstanding shares of our issued and outstanding common stock, par value $0.01 per share (our “Common Stock”), pursuant to a written consent in lieu of a meeting in accordance with our articles of incorporation and Section 615(a) of the New York Business Corporation Law, approved a reincorporation of our company in the state of Delaware (the “Reincorporation”) through the merger with and into a wholly-owned, newly-formed Delaware subsidiary formed specifically for this purpose (“Robocom-Delaware”).  Our Board of Directors and such shareholders approved the Reincorporation in an effort to better position our company to attract an operating business that is seeking to complete a business combination or merger with a shell corporation.  Our board and such shareholders believe the actions taken will provide us with a more flexible capital structure, simplicity in corporate governance under Delaware law and the ability to proceed more quickly with a business combination or merger if and when an acquisition or merger partner is identified.  Although we have had, and continue to have, discussions with potential merger or acquisition partners, we do not currently have a definitive agreement or understanding in place with any potential partner.  The Reincorporation will result in the following:

 
·
our company will be governed by the laws of the State of Delaware and by a new certificate of incorporation and new by-laws governed by Delaware law;

 
·
the conversion of every share of our Common Stock owned as of the effective time of the Reincorporation, into a fractional share of common stock of Robocom-Delaware, such fraction to be not more than 0.5 (1/2) of a share or less than 0.05 (1/20) of a share as determined by our Board of Directors, in its sole discretion, prior to the Reincorporation;

 
·
the reduction of the par value of our Common Stock from $0.01 per share to $0.001 per share;

 
·
a reduction in our authorized capital stock to 125,000,000 total shares, consisting of 100,000,000 shares of common stock, par value $0.001 per share, and 25,000,000 shares of “blank check” preferred stock, par value $0.001 per share;

 
·
the persons currently serving as officers and directors of our company will continue to serve in their respective capacities immediately after the Reincorporation; and

 
·
a change of our corporate name to a name to be determined by our Board of Directors, in its sole discretion, prior to the Reincorporation.

Notwithstanding approval of the Reincorporation by our shareholders, our Board of Directors may, in its sole discretion, determine not to effect, and to abandon, the Reincorporation without further action by our shareholders. Moreover, until our Board of Directors is able to identify a suitable operating business to be our merger or acquisition partner, it is likely we will not proceed with the Reincorporation.

We have had in the past, and continue to have, discussions with potential merger or acquisition partners and while we do not have a definitive agreement in place with any potential partner to do so, we anticipate issuing shares of our common stock, and possibly preferred stock, as part of any merger or acquisition with a merger or acquisition partner.

As of January 25, 2011, no further action had been taken regarding the Reincorporation.

Three Months ended November 30, 2010 compared to the three months ended November 30, 2009.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses consisted of fees for financial personnel and professional fees, as well as other miscellaneous administrative expenses.  Selling, general and administrative expenses decreased by $16,977 to 11,347 in the three months ended November 30, 2010, as compared to $28,324 in the three months ended November 30, 2009.  This decrease was primarily due to a decrease in insurance, consulting and professional fees associated with the dividend distribution on September 15, 2009.

 
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Other Income, Net.  During the three months ended November 30, 2010, we realized a gain of $7,536 as a result of a one time adjustment to certain liabilities.  These liabilities consisted of a reduction in accrued expenses.

Interest (Expense) Income, Net. No interest income was recorded in the three months ended November 30, 2010, as compared to $75 in the three months ended November 30, 2009.  This decrease was due to a decrease in cash and cash equivalents.  Interest expense of $300 was recorded in the three months ended November 30, 2010, related to the borrowings under the loan from shareholders.

Income Taxes.  No provision for or benefit of income taxes was reflected in the 2010 or 2009 periods, as the benefits of operating loss carryforwards have been reserved.

Six Months ended November 30, 2010 compared to the six months ended November 30, 2009.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses consisted of fees for financial personnel and professional fees, as well as other miscellaneous administrative expenses.  Selling, general and administrative expenses decreased by $27,758 to $22,918 in the six months ended November 30, 2010, as compared to $50,646 in the six months ended November 30, 2009.  This decrease was primarily due to decreased professional, insurance and consulting fees.

Other Income, Net.  During the six months ended November 30, 2010, we realized a gain of $7,536 as a result of a one time adjustment to certain liabilities.  These liabilities consisted of a reduction in accrued expenses.

Interest (Expense) Income, Net.  No interest income was recorded in the six months ended November 30, 2010, as compared to $651 in the six months ended November 30, 2009.  This decrease was due to a decrease in cash and cash equivalents.  Interest expense of $300 was recorded in the six months ended November 30, 2010, related to the borrowings under the loan from shareholders.

Income Taxes.  No provision for or benefit of income taxes was reflected in the 2010 or 2009 periods, as the benefits of operating loss carryforwards have been reserved.

LIQUIDITY AND CAPITAL RESOURCES

Our cash expenditures are limited primarily to amounts required for the payment of professional fees in connection with meeting our requirements under the securities laws and in seeking a merger or acquisition partner.

During the fiscal quarter ended November 30, 2010, we funded our operations from cash on hand derived from the sale of substantially all of our assets on October 11, 2005 and with the proceeds from loans from our shareholders in the amount of $15,000.  As of November 30, 2010, we had $679 in cash and cash equivalents.  The loans from our shareholders bear interest at the rate of 8% per annum and mature on the earlier of (i) the date our company is no longer a shell company, or (ii) June 30, 2011.

Net cash used in operating activities was $15,620 for the six months ended November 30, 2010.  Net cash used in operating activities was $49,132 for the six months ended November 30, 2009.  During the six months ended November 30, 2010, we were not engaged in any revenue-generating operations.  Cash used in operations was lower in the 2010 period primarily as a result of decreased costs related to insurance, consulting and professional fees.

At the present time we have no employees, other than our executive officer.  We do not anticipate hiring any employees until such time as we are able to consummate a merger with or an acquisition of a private entity.

We believe that our existing cash and cash equivalents, together with funds verbally committed to be loaned by our principal stockholders, will be sufficient to fund our legal, accounting and reporting requirements as a publicly-held “shell” company over the next twelve months.

 
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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.

ITEM 4.  CONTROLS AND PROCEDURES

 
(a)
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and principal accounting officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Based upon the evaluation, our Chief Executive Officer and principal accounting officer concluded that, as of the end of the period, the disclosure controls and procedures were effective in timely alerting him to material information relating to our company required to be included in the reports that are filed and submitted pursuant to the Exchange Act.

 
(b)
During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the internal controls over financial reporting.

PART II.    OTHER INFORMATION

ITEM 6.  EXHIBITS

The exhibits required by this item are listed on the Exhibit Index attached hereto.

 
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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in Woodbury, New York, on January 25, 2011.

 
ROBOCOM SYSTEMS INTERNATIONAL INC.
       
       
 
By:
/s/Irwin Balaban
 
   
Irwin Balaban
 
   
Chief Executive Officer and
 
   
Principal Financial and Accounting Officer

 
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Exhibit Index

Exhibit No.
Description
   
Certification of our Chief Executive Officer and Principal Financial and Accounting Officer, Irwin Balaban, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
Certification of our Chief Executive Officer and Principal Financial and Accounting Officer, Irwin Balaban, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
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