U.S. 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 period ended June 30, 2018

 

[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________

 

Commission File No. 000-53006

 

Novus Robotics Inc.

(Name of small business issuer in its charter)

 

Nevada		20-3061959
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

7669 Kimbal Street

Mississauga, Ontario

Canada L5S 1A7

(Address of principal executive offices)

 

(905) 672-7669

(Issuer’s telephone number)

 

N/A

(Former name, former address and former fiscal year, if changes since last report)

 

Securities registered pursuant to Section 12(b) of the Act:		Name of each exchange on which registered:
None

 

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001

(Title of Class)

 

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 (Section 229.405 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 filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

	Large accelerated filer	[  ]	Accelerated filer	[  ]
	Non-accelerated filer	[  ]	Smaller reporting company	[X]
	Emerging growth company	[  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [  ]

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.

 

N/A

 

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [  ] No [  ]

 

Applicable Only to Corporate Registrants.

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

 

Class		Outstanding as of, July 25, 2018
Common Stock, $0.001			54,296,641

 

 

 

NOVUS ROBOTICS INC.

 

Form 10-Q

 

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	4
	Interim Consolidated Balance Sheets (unaudited)	4
	Interim Consolidated Statements of Earnings and Comprehensive Income (unaudited)	5
	Interim Consolidated Statements of Cash Flows (unaudited)	6
	Interim Consolidated Notes to Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	24

 

 

FORWARD LOOKING STATEMENTS

 

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

NOVUS ROBOTICS INC.

CONSOLIDATED FINANCIAL STATEMENTS

 

NOVUS ROBOTICS INC.

Consolidated Balance Sheets

 

		June 30, 2018				December 31, 2017
		(Unaudited)				(Audited)
ASSETS
Current assets
Cash		$	1,458,562			$	1,705,806
Amounts receivable, net			641,358				382,187
Inventory			124,271				691,737
Sales tax recoverable			41,097				42,089
Security deposits			9,996				10,518
Prepaid expense			31,737				10,901
Total current assets			2,307,021				2,843,238
Fixed assets
Fixed assets, net of deprecation			111,297				131,561
Total assets		$	2,418,318			$	2,974,799
LIABILIITIES
Current liabilities
Accounts payable and accrued expenses		$	189,703			$	349,309
Customer deposits			180,886				828,184
Warranty provision			41,069				18,529
Income taxes payable			372,691				372,691
Obligation under capital lease			12,066				14,718
Total current liabilities			796,415				1,583,431
Deferred income taxes			27,408				27,408
Total liabilities			823,823				1,610,839
COMMITMENTS AND CONTINGENCIES - Note 6			-				-
STOCKHOLDERS’ EQUITY
Preferred Stock
50,000,000 shares authorized with a par value of $0.001;
Series A - 100 designated, none outstanding			-				-
Series B - 49,999,900 designated, 1,000,000 issued and outstanding (December 31, 2017 - 1,000,000)			1,000				1,000
Common Stock 500,000,000 shares authorized with a par value of $0.001, 54,296,641 issued and outstanding (December 31, 2017- 54,296,641 common shares)			54,296				54,296
Additional paid in capital			58,354				58,354
Accumulated other comprehensive loss			(483,931	)			(385,308	)
Retained earnings			1,964,776				1,635,618
Total stockholders’ equity			1,594,495				1,363,960
Total liabilities and stockholders’ equity		$	2,418,318			$	2,974,799

 

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

 

 

NOVUS ROBOTICS INC.

Consolidated Statements of Earnings and Comprehensive Income

(Unaudited)

 

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2018				2017				2018				2017
Revenue		$	1,799,908			$	1,022,570			$	2,321,207			$	3,110,862
Cost of sales			1,332,109				612,766				1,573,501				1,712,964
Gross Profit			467,799				409,804				747,706				1,397,898
Expenses
Compensation			145,728				152,510				202,683				348,695
Occupancy costs			17,244				16,681				35,843				35,348
Travel			33,629				12,113				47,909				50,261
Professional fees			86,706				37,113				137,059				55,066
Communication			2,527				2,084				4,749				4,319
Office and general			45,058				19,524				64,811				37,186
Total operating expenses			330,892				240,026				493,054				530,876
Income (loss) before other income (expense) and income taxes			136,907				169,778				254,652				867,022
Other income (expense)
Foreign exchange gain (loss)			53,203				5,165				74,506				(2,888	)
Recovery of scientific research and development expenditures							-								59,833
Total other income (expense)			53,203				5,165				74,506				56,945
Net income before income taxes			190,111				174,943				329,158				923,967
Provision for income taxes							(28,266	)			-				(226,890	)
Net income			190,111				146,678				329,158				697,077
Other comprehensive income (loss)
Foreign exchange adjustment			(83,075	)			(10,168	)			(98,623	)			4,000
Comprehensive Income (loss)		$	107,036			$	136,510			$	230,535			$	701,077
Basic loss per share		$	0.00			$	0.00			$	0.01			$	0.02
Diluted income per share		$	0.00			$	0.00			$	0.01			$	0.02
Weighted average number of shares outstanding - basic			54,296,541				54,296,541				54,296,541				54,296,541
Weighted average number of shares outstanding - diluted			54,296,541				54,296,541				54,296,541				54,296,541

 

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

 

 

NOVUS ROBOTICS INC.

Consolidated Statements of Cash Flows

(Unaudited)

 

For The Six Months Ended June 30,		2018				2017
Cash flow from operating activities
Net income		$	329,158			$	697,077
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation			14,205				13,357
Changes in operating assets and liabilities
Decrease (increase) in accounts receivable			(259,171	)			(218,831	)
Decrease (increase) in inventory			567,466				1,197,680
Decrease (increase) in prepaid expenses			(20,836	)			(3,109	)
Decrease (increase) in security deposits			521				(340	)
Increase (decrease) in accounts payable and accrued expense			(159,606	)			(139,402	)
Increase (decrease) in customer deposits			(647,298	)			(1,328,946	)
Increase (decrease) in warranty payable			22,540
Increase (decrease) in taxes recoverable/payable			992				293,856
Net cash provided by operating activities			(152,028	)			516,281
Cash Flow from investing activity
Purchase of fixed assets							0
Net cash used in investing activity							0
Cash Flow from Financing activities
Obligation under capital lease, net of repayments			(2,652	)			(3,282	)
Repayment of notes payable			-				(100,000	)
Net cash provided by (used in) financing activities			(2,652	)			(103,282	)
Effect of foreign exchange rate on changes in cash			(92,565	)			(12,669	)
Increase in cash			(247,245	)			400,330
Cash, beginning of year			1,705,806				479,380
Cash, end of year		$	1,458,562			$	879,710

 

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

 

 

NOVUS ROBOTICS INC.

Notes to Consolidated Financial Statements

June 30, 2018

(Unaudited)

 

1.

Basis of Presentation and Continuance

 

 

Novus Robotics Inc. (“Novus” or “the Company”), formerly known as Ecoland International Inc. (“Ecoland”), a Nevada corporation, was incorporated on June 24, 2005 under the name Guano Distributors, Inc. for the purpose of selling Dry-Bar Cave bat guano. On June 28, 2006, the articles of incorporation were amended to change its name to Ecoland. On March 13, 2012, the articles of incorporation were amended to change the Company’s name to Novus. The Company carries on business in one segment being the engineering, design and the manufacturing of automated tube processing solutions for the automotive industry.

 

2.

Significant Accounting Policies

 

Basis of Presentation

 

These interim consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in US dollars. The functional currency of Novus is the Canadian Dollar.

 

The interim consolidated financial information furnished herein reflects all adjustments, which, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results in accordance with General Accepted Accounting Principles in the United States (“U.S. GAAP”), have been included and properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below.

 

Principles of Consolidation

 

The interim consolidated financial statements include the accounts and operations of Novus and its wholly owned subsidiaries D&R Technologies Inc and D&R Toolings Inc. All inter-company accounts and transactions have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Financial statement items subject to significant judgment include expense accruals, as well as income taxes and loss contingencies. Actual results could differ from those estimates.

 

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

 

 

NOVUS ROBOTICS INC.

Notes to Consolidated Financial Statements

June 30, 2018

(Unaudited)

 

2.

SIGNIFICANT ACCOUNTING POLICIES - continued

 

 

Assets’ carrying values and impairment charges

 

Assets, including property and equipment and inventory, are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount exceeds their recoverable amounts. In the determination of carrying values and impairment charges, management looks at the higher of recoverable amount or fair value less costs to sell in the case of assets and at objective evidence, significant or prolonged decline of fair value on financial assets indicating impairment. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period.

 

Income taxes and recoverability of potential deferred tax assets

 

In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. The Company considers whether relevant tax planning opportunities are within the Company’s control, are feasible, and are within management’s ability to implement. Examination by applicable tax authorities is supported based on individual facts and circumstances of the relevant tax position examined in light of all available evidence. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the amounts of income tax assets recognized. Also, future changes in tax laws could limit the Company from realizing the tax benefits from the deferred tax assets. The Company reassesses unrecognized income tax assets at each reporting period.

 

Warranty Provision

 

In assessing the warranty provision, management makes estimates related to expectations of future repair cost needed to service new seat frame sales under its two year warranty terms. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period

 

Long-lived Assets

 

In accordance with the Financial Accounting Standards Board (“FASB”) ASC No. 360, “Property, Plant and Equipment” the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

 

 

NOVUS ROBOTICS INC.

Notes to Consolidated Financial Statements

June 30, 2018

(Unaudited)

 

2.

SIGNIFICANT ACCOUNTING POLICIES - continued

 

 

Regulatory Matters

 

The Company is subject to a variety of federal, provincial and state regulations governing land use, health, safety and environmental matters. The Company’s management believes it has been in substantial compliance with all such regulations.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents. At June 30, 2018, the Company had no cash equivalents. The Company maintains its cash in bank deposit accounts which may exceed federally insured limits. As of June 30, 2018, the Company’s accounts are insured for $100,000 CDN by Canadian Deposit Insurance Corporation for Canadian bank deposits and are insured for $250,000 by FDIC for US bank deposits.

 

Factoring Agreement and Accounts Receivable

 

The Company has a financing agreement that included a non-recourse factoring arrangement that provides nonrecourse factoring on the Company’s receivable from its primary customer Johnson Controls, Inc. to assist in its operational cash flow requirements. The factor is based on credit approved orders, assumes the accounts receivable risk of the Company’s customer in the event of insolvency or non-payment. The Company assumes the risk on accounts receivable not factored to which is shown as accounts receivable on the accompanying balance sheets. As of June 30,2018, the Company had $20,170 and had $23,243 at December 31, 2017 of factored receivables. Finance charges associated with the sale of factored receivable for the period ended June 30, 2018 and June 30, 2017 were $2,411 and $6,068 and are included in office and general expense.

 

Allowance for Doubtful Accounts

 

The Company extends credit to customers in the normal course of business. The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on specific customer information, historical write-off experience and current industry and economic data. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Management believes that there are no concentrations of credit risk for which an allowance has not been established. Although management believes that the allowance is adequate, it is possible that the estimated amount of cash collections with respect to accounts receivable could change. As of June 30, 2018, the Company has not deemed any accounts uncollectible.

 

 

NOVUS ROBOTICS INC.

Notes to Consolidated Financial Statements

June 30, 2018

(Unaudited)

 

2. SIGNIFICANT ACCOUNTING POLICIES - continued

 

 

Inventory

 

Inventory is stated at the lower of cost or market using the first-in, first-out (“FIFO”) method. Cost of work in progress and finished goods includes raw materials, direct labor and indirect manufacturing costs. The Company’s inventory balance at June 30, 2018 was comprised of work-in-progress. This policy requires D&R to make estimates regarding the market value of our inventory, including an assessment of excess or obsolete inventory. The Company determines excess and obsolete inventory based on an estimate of the future demand and estimated selling prices for its products.

 

Fixed Assets

 

Fixed assets are stated at cost. Depreciation is recorded on a straight line basis reflective of the useful lives of the assets. Expenditures for maintenance and repairs are charged to operations when incurred, while additions and betterments are capitalized. When assets are retired or disposed, the asset’s original cost and related accumulated depreciation are eliminated from accounts and any gain or loss is reflected in income.

 

	Estimated
	Useful Life
Office equipment	5 years
Computer equipment	5 years
Delivery trucks	5 years
Shop and Machinery equipment	5 to 10 years

 

Foreign Currency Translation

 

Gains and losses arising upon settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company’s functional currency is the Canadian dollar. Transactions in foreign currency are translated into Canadian dollars then translated into U.S. dollars for reporting in accordance with the ASC 830-30 as follows:

 

● For assets and liabilities, the exchange rate at the balance sheet date shall be used.

● For revenues, expenses, gains, and losses, the exchange rate at the dates on which those elements are recognized shall be used.

 

Translation adjustments are included in accumulated other comprehensive income (loss), a separate component of shareholders’ equity.

 

Financial Instruments

 

The carrying values of the Company’s financial instruments, which comprise cash, accounts receivable, accounts payable, payroll liabilities, loan payable, taxes payable and due to officers/shareholders, approximate their fair values due to the immediate or short-term maturity of these instruments. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

 

 

NOVUS ROBOTICS INC.

Notes to Consolidated Financial Statements

June 30, 2018

(Unaudited)

 

2. SIGNIFICANT ACCOUNTING POLICIES - continued

 

 

Fair Value Measurements

 

The authoritative guidance for fair values establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

Income Taxes

 

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, “Accounting for Income Taxes,” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will be able to utilize the net operating losses carried forward in future years.

 

Recorded in other (income) and expenses are monies recovered relating to non-refundable, federal government Scientific Research & Experimental Development (“SR&ED”) tax credits. Due to the uncertain nature of these expenditures, the Company does not record any amount until such time as the deduction is approved by Canadian provincial and federal governments.

 

Advertising Costs

 

Advertising costs are expensed as incurred. No advertising costs have been incurred by the Company to date.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with ASC 606,“Revenue from Contracts with Customers” (“ASC 606”). In accordance with ASC 606, Novus applies the following methodology to recognize revenue:

 

	i.	Identify the contract with a customer.
	ii.	Identify the performance obligations in the contract.
	iii.	Determine the transaction price.
	iv.	Allocate the transaction price to the performance obligations in the contract.
	v.	Recognize revenue when (or as) the entity satisfies a performance obligation.

 

 

NOVUS ROBOTICS INC.

Notes to Consolidated Financial Statements

June 30, 2018

(Unaudited)

 

2. SIGNIFICANT ACCOUNTING POLICIES - continued

 

 

Accordingly, the Company recognizes specific components of revenue as described below:  

 

	1.	Spare parts – Revenues and cost of sales are recognized at the time of sale.
	2.	Service – Revenues and cost of sales are recognized at the time services are performed and accepted by customer via sign off.
	3.	Seat systems and tooling – progress invoicing to the customer are recorded as deferred revenue. When the projects are installed and accepted by the customer the final invoice is issued and all deferred revenue is recognized along with the related work in process costs for the project. Systems generally take 20-28 weeks to design, manufacture, assemble, and then ship to our various customers. As of June 30, 2018 and December 31, 2017 customer deposits were $180,886 and $828,184 respectively.

 

D&R provides standard warranties for its product from the date of shipment. Estimated warranty obligations are recorded at the time of sale and amortized over the two year warranty period. As of June 30, 2018 and December 31, 2017, warranty liability was $41,069 and $18,529.

 

Earnings per Common Share

 

Net income per share is provided in accordance with ASC 260-10, “Earnings per Share”. We present basic income per share (“EPS”) and diluted EPS the face of the statement of operations. Basic EPS is computed by dividing reported net income (loss) applicable to common shareholders by the weighted average number of common shares outstanding during the period. Except where the result would be anti-diluted to income from continuing operations, diluted earnings per share would be computed assuming the conversion of the convertible long-term debt and the elimination of the related interest expense, and the exercise of stock warrants. Income per common share has been computed using the weighted average number of common shares outstanding during the year.

 

Comprehensive Income

 

The Company has adopted ASC 220, “Comprehensive Income,” which establishes standards for reporting and the display of comprehensive income, its components and accumulated balances. Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners or distributions to owners. Among other disclosures, ASC 220 requires that all items that are required to be recognized under the current accounting standards as a component of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income (loss) is displayed in the balance sheet as a component of shareholders’ equity.

 

Recent Accounting Pronouncements

 

The Company has evaluated recent accounting updates and the potential impact upon adoption from which Novus has discerned that any new accounting standard updates are not expected to have a significant impact on the Company’s financial statements.

 

 

NOVUS ROBOTICS INC.

Notes to Consolidated Financial Statements

June 30, 2018

(Unaudited)

 

3. FIXED ASSETS

 

Fixed assets are comprised of the following:

 

		June 30, 2018				December 31, 2017
Office equipment		$	8,814			$	9,274
Computer equipment			288,250				303,278
Delivery trucks			20,833				21,919
Shop and machinery equipment			383,720				403,727
Equipment under capital lease			47,956				50,456
Accumulated depreciation			(638,276	)			(657,094	)
Total fixed assets		$	111,297			$	131,561

 

Depreciation expense for the six months ended June 30, 2018 was $14,205 (2017 - $13,357).

 

4. OBLIGATION UNDER CAPITAL LEASE

 

The Company entered into a lease to purchase equipment in November of 2015. An initial payment of $16,900 was made with the balance of the lease to be satisfied in 36 equal monthly payments of approximately $820. The interest rate related to the lease obligation is 14% with a maturity date of November 2018 at which time the option exists to purchase the equipment for $4,600.

 

5. COMMON AND PREFERRED STOCK

 

On October 26, 2015, the Board of Directors approved a reverse stock split of one for three hundred reverse stock split of the Company’s total issued and outstanding shares of common stock. The Reverse Stock Split was affected on January 21, 2016 and reduced the total number of issued and outstanding common shares from 88,650,000 to 296,641. The resultant decrease in the value attributed to the common stock was transferred to Additional Paid In Capital (“APIC”) in the amount of $88,354. All share and related stock option information presented in these consolidated financial statements has been retroactively adjusted to the reduced number of shares resulting from this transaction.

 

Each share of Series A Preferred Stock is convertible on a one-for-one basis into common stock, has all of the voting rights that the holders of the common shares and has the ability to elect three directors.

 

The Series B Preferred Stock (‘Series B’) has voting rights whose holders must vote together with the common stock. Each Series B share has the same number of votes equal to 5,000 common shares and in the event of a stock split, share dividend or otherwise for the common shares will retain this voting proportion.

 

6. RELATED PARTY TRANSACTION

 

D&R Technologies paid consulting fees to a company owned by the President consulting fees in the second quarter in the amount of $42,120 (2017 - $Nil) and for the six months ended of $xx (2017 - $Nil).

 

7. LEASES AND OTHER COMMITMENTS

 

The Company leases premises totaling 18,000 square feet with monthly lease payments of approximately CDN$8,400 per month. Total minimum lease payments of CDN$109,200 are required to the lease expiration date on July 31, 2019.

 

D&R Technology has entered into purchase agreements to acquire two pre-construction rental properties totaling CDN$740,000. Deposits in the amount of $23,000 have been paid and included in prepaid expenses. Closings on these properties are scheduled between November of 2019 and March 2020.

 

D&R Technology failed to comply with Section 5 of the Securities Act of 1933 regarding registration of its common shares issued to shareholders of D Mecatronics in connection with its spin-off of D&R Technology in 2011. In management’s opinion, any legal liability with this failure to comply has been deemed remote.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

GENERAL

 

We were formed in the State of Nevada on June 24, 2005 under the name Guano Distributors, Inc. Prior to our incorporation, on April 15, 2005, David Wallace, our then-chief executive officer, chief financial officer and sole director, formed Guano Distributors (Pty) Ltd., a South African registered company, for the purpose of selling Dry-Bar Cave bat guano. On May 15, 2005, Mr. Wallace transferred all of his ownership interest in Guano Distributors (Pty) Ltd. to us. On June 28, 2006, we amended our Articles of Incorporation to change our name to Ecoland International, Inc.

 

Please note that throughout this Quarterly Report, and unless otherwise noted, the words “we,” “our,” “us,” the “Company,” or “Novus Robotics,” refers to Novus Robotics Inc.

 

Share Exchange Agreement

 

Ecoland International, Inc., now known as Novus Robotics Inc., D&R Technology Inc., a private corporation (“D&R Technology”) and, Berardino Paolucci and Drakso Karanovic, the shareholders of D&R Technology Inc. (the “D&R Shareholders”) entered into that certain share exchange agreement dated January 27, 2012 (the “Share Exchange Agreement”). Our Board of Directors approved the execution and consummation of the transaction under the Share Exchange Agreement on February 1, 2012. In accordance with the terms and provisions of the Share Exchange Agreement, we issued an aggregate of 59,000,000 pre-Reverse Stock Split shares of our restricted common stock to the D&R Shareholders (which consisted of Messrs. Paolucci and Karanovic and D Mecatronics, which is holding the shares for the benefit of the remaining shareholders of D&R Technology) in exchange for 100% of the total issued and outstanding shares of D&R Technology, thus making D&R Technology its wholly-owned subsidiary. Our Board of Directors deemed it in the best interests of our shareholders to enter into the Share Exchange Agreement pursuant to which it would acquire all the technology and assets and assume all liabilities of D&R Technology. This resulted in a change in control and our overall business operations thus bringing potential value to our shareholders. D&R Technology was previously the wholly-owned subsidiary of D Mecatronics Inc., a Delaware corporation. On approximately November 10, 2011, D Mecatronics spun-off D&R Technology. D&R Technology subsequently issued shares of its restricted common stock to the shareholders of D Mecatronics on a pro-rata basis in accordance with their respective equity holdings in D Mecatronics. The equity percentages regarding the issuance of shares by D&R Technology were 48% to Berardino Paolucci, 24% to Drasko Karanovic and 28% to various shareholders (which shares were previously held by D Mecatronics on behalf of these shareholders).

 

 

Escrow Agreement.

 

On June 4, 2013, our Board of Directors authorized the execution of that certain escrow agreement dated June 4, 2013 (the “Escrow Agreement”) with Manhattan Transfer Registrar Co., our transfer agent (“Manhattan Transfer”). As disclosed in previous filings with the Securities and Exchange Commission, on approximately November 10, 2011, D Mecatronics Inc. (“D Mecatronics”) spun-off our wholly-owned subsidiary, D&R Technology. D&R Technology subsequently issued shares of its restricted common stock to the shareholders of D Mecatronics on a pro-rata basis in accordance with their respective equity holdings in D Mecatronics. The equity percentages regarding the issuance of shares by D&R Technology were 48% to Berardino Paolucci, 24% to Drasko Karanovic and 28% to various shareholders (which shares were being held by D Mecatronics on behalf of these shareholders). The transfer agent for D Mecatronics at the time of the spin-off was Global Sentry Equity Transfer Inc. (“Global Sentry”). At the time of the spin-off, management of D Mecatronics had attempted on several occasions to contact Global Sentry with regards to its shareholder list and records. However, any and all attempts were to no avail. To date, D Mecatronics has not been able to obtain any of its records, including a shareholders list, from Global Sentry. Management has no knowledge or information as to the whereabouts of Global Sentry or its management nor of the location of its records and shareholders list. This has impeded the issuance of the shares of D&R Technology to the appropriate 28% minority shareholders of D Mecatronics and thus the reason why D Mecatronics was holding the shares in trust for the benefit of its shareholders.

 

Subsequently, we entered into the Share Exchange Agreement. Our Board of Directors had approved the execution and consummation of the transaction under the Share Exchange Agreement on February 1, 2012. In accordance with the terms and provisions of the Share Exchange Agreement, we issued an aggregate of 59,000,000 pre-reverse stock split shares of our restricted common stock to the D&R Shareholders (which consisted of Messrs. Paolucci and Karanovic and D Mecatronics, which held the shares for the benefit of the remaining shareholders of D&R Technology) in exchange for 100% of the total issued and outstanding shares of D&R Technology, thus making D&R Technology our wholly-owned subsidiary. The Board of Directors deemed it in the best interests of the shareholders to enter into the Share Exchange Agreement pursuant to which it would acquire all the technology and assets and assume all liabilities of D&R Technology.

 

The majority shareholders of D&R Technology approved the Share Exchange Agreement as did its Board of Directors. The Board of Directors of D&R Technology resolved in its board resolutions to issue to D Mecatronics the 16,520,000 pre-reverse stock split shares on behalf of the missing 28% minority shareholders of D&R Technology (who are also the unknown shareholders of D Mecatronics).

 

Therefore, D Mecatronics held in trust and for the benefit of its unknown shareholders (and as shareholders of D&R Technology) the shares to be issued to them by the Company. D Mecatronics is in the process of attempting to locate the transfer agent in order to obtain its records.

 

 

We are also in the process of locating the missing shareholders of D Mecatronics (and also as shareholders of D&R Technology) to whom our shares should be issued in accordance with the terms and provisions of the Share Exchange Agreement. Therefore, we entered into the Escrow Agreement. In accordance with the terms and provisions of the Escrow Agreement, D Mecatronics returned to Manhattan Transfer the share certificate evidencing the shares of our common stock issued to it as trustee. A new share certificate was issued to Manhattan Transfer as trustee in the aggregate denomination of 16,520,000 shares to be held in escrow. Together with Manhattan Transfer, we created a shareholders list (the “Shareholders List”) indicating each record owner of the shares. Subsequent to the date of the Escrow Agreement, Manhattan Transfer has released shares to certain of the persons indicated on the Shareholders List. As of the date of this Quarterly Report, Manhattan Transfer has issued approximately 5,331,641 of the 16,520,000 shares held in escrow to the shareholders listed on the Shareholder List.

 

We will place on our website www.novusrobotics.com (which is currently under construction) under “Investor Relations” contact information to be used by persons/entities that believe they were shareholders of D Mecatronics. Such individuals/entities should contact our management.

 

CURRENT BUSINESS OPERATIONS

 

We are involved in the area of engineering, design and manufacture of robotics and automation technology solutions for tube bending machines, which management believes will enable us to become a recognized technology pioneer and market leader in the area of engineering. Through our wholly-owned subsidiary, D&R Technology, we will provide state of the art automation technologies through its automated tube bending machines which we design, engineer and build for the automotive industry to solve its customers’ complex automation needs, increase efficiencies and improve manufacturing processes. Serving as a comprehensive engineering partner, we will work with other leading robotic manufacturers to provide the best automation technologies. We will provide automation solutions to a wide spectrum of customers and industries ranging from large Fortune 500 companies to small privately-held businesses. Our automated solutions can be found in manufacturing, assembly and processing lines throughout the United States, Canada, Mexico and South America. D&R Technology, has served the automotive industry for more than seven years and is currently applying its service solutions to other markets, such as medical robotics, personal robotic devices and water treatment industry. Management believes that increasing use of robotics in sectors such as food handling and processing, clean technology and energy, as well as pharmaceutical and general consumer goods production, will lead to increased demand for company’s products as manufacturers look to improve the speed, quality and reliability of production through automation. As of the date of this Quarterly Report, we have not generated any revenue from the medical robotics, personal robotic devices, water treatment industry, food handling and processing, clean technology and energy or pharmaceutical and general consumer goods production.

 

 

We are involved in the area of engineering, design and the manufacturing of automated solutions through its automated tube bending machines for the automotive industry and intends to rapidly become one of the leading providers of automated manufacturing solutions, which are used primarily by three of the top ten Tier I automotive part suppliers in the world. We also make precision components and tooling using our own custom-built manufacturing systems, process knowledge and automation technology. We purchase from third parties components for the electrical cabinet, which creates the automation and controls section of the machinery. The electrical cabinet consists of fuses, holders, relays, cables, wiring, controls and sensors, which we purchase from our suppliers, i.e. Gerrie Electric, Beckhoff, Allen Bradley and others. We integrate these purchased parts from our suppliers into our electrical and controls design to make the automated tube bending machines operational. We provide all the programming of the electrical cabinet as well. The computer programming is based upon the specific needs.

 

Our business is in the early development and operating stages. To date, our primary activities include designing and installation of retrofits to existing automated systems, automated spare parts for our tube bending machines, automated maintenance and repairs. We are currently offering products such as Seat Frame Systems, IP Tube systems and Integrated Bend-Weld Systems for the automotive industry. Our primary focus will be placed on product engineering and manufacturing processes as discussed above to ensure the highest quality, product features and efficient manufacturing processing.

 

We are a full service provider of turn-key production solutions, specializing in tubular components for our tube bending machines. Our experience is firmly rooted in fabrication solutions for automated components, such as seat frames and instrument panel beams. Our expertise is in the areas of automation and machinery for computer numerical control (CNC) bending, forming, piercing and laser cutting, which is applicable to a wide range of production solutions. We produce spare parts for the manufacturing equipment we design. We do not produce spare parts for automobiles.

 

MANAGEMENT DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS RESULTS OF OPERATION

 

NOVUS ROBOTICS INC.

Consolidated Statements of Earnings and Comprehensive Income

(Unaudited)

 

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2018				2017				2018				2017
Revenue		$	1,799,908			$	1,022,570			$	2,321,207			$	3,110,862
Cost of sales			1,332,109				612,766				1,573,501				1,712,964
Gross Profit			467,799				409,804				747,706				1,397,898
Expenses
Compensation			145,728				152,510				202,683				348,695
Occupancy costs			17,244				16,681				35,843				35,348
Travel			33,629				12,113				47,909				50,261
Professional fees			86,706				37,113				137,059				55,066
Communication			2,527				2,084				4,749				4,319
Office and general			45,058				19,524				64,811				37,186
Total operating expenses			330,892				240,026				493,054				530,876
Income before other income and income taxes			136,907				169,778				254,652				867,022
Other income (expense)
Foreign exchange gain (loss)			53,203				5,165				74,506				(2,888	)
Recovery of scientific research and development expenditures			-				-				-				59,833
Total other income (expense)			53,203				5,165				74,506				56,945
Net income before income taxes			190,111				174,943				329,158				923,967
Provision for income taxes			-				(28,266	)			-				(226,890	)
Net income			190,111				146,678				329,158				697,077
Other comprehensive income (loss)
Foreign exchange adjustment			(83,075	)			(10,168	)			(98,623	)			4,000
Comprehensive Income		$	107,036			$	136,510			$	230,535			$	701,077
Basic loss per share		$	0.00			$	0.00			$	0.00			$	0.02
Diluted income per share		$	0.00			$	0.00			$	0.00			$	0.02
Weighted average number of shares outstanding - basic			54,296,541				54,296,541				54,296,541				54,296,541
Weighted average number of shares outstanding - diluted			54,296,541				54,296,541				54,296,541				54,296,541

 

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

 

 

The financial information in the table above is derived from the quarterly unaudited financial statements. The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. The Corporation’s actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Quarterly Report on Form 10-Q. The financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

Three Month Period Ended June  30, 2018 Compared to Three Month Period Ended June 30, 2017.

 

We generated revenue during the three month period ended June 30, 2018 in the amount of $1,799,908 compared to $1,022,570 generated during the three month period ended June 30, 2017 (an increase of $777,338). Major components of the revenue mix for change from June 30, 2018 to June 30, 2017 are as follows:

 

	1.	Prototypes Parts – decreased $162,570 for prototypes for Adient/JCI projects as no projects were initiated in the second quarter of 2018.
	2.	Spare Parts and Services increased $4,600 for replacement parts required by many customers including Adient, Toyota, PWO Kitchener, Van Rob Mexico and Adient Athens to replace worn parts.
	3.	Retrofit Systems - increased $107,640. We assess old machines and recommend that specified work needs to be done on them. This includes all mechanical , electrical, hydraulic and pneumatics as required. We then replace worn parts on old benders overhauled benders for Adient - Lakewood System C, Adient – Athens, PWO - Kitchener, Adient – Ramos move machines for customers, install additional tooling units on existing benders. We did a retrofit for a machine at Adient.
	4.	Seat Frame System - increase of $827,668 as one machine was sold during Q2 2017 compared to the 3 unitst sold during Q2 2018. They were to existing and new customers.
	5.	Medical robotics, personal robotic devices and water treatment industry We have not generated revenue from these sources as yet and will continue to investigate opportunities in these areas to augment its core business.

 

Cost of sales: During the three month period ended June 30, 2018, cost of sales was $1,332,109 compared to $612,766 during the three month period ended June 30, 2017 (a increase of $719,343). The change in products sold in the three month period ended June 30, 2018 contributed to a decrease in our gross margin over the three month period ended June 30, 2017. Less work for retrofit systems, where the majority of the costs are borne by the customer, did not assist in offsetting the lower product margins generated on the sale of seat frames during the three month period ended June 30, 2018.

 

Gross Profit. Thus, based on the above, our gross profit increased to $467,799 during the three month period ended June 30, 2018 from $409,804 during the three month period ended June 30, 2017.

 

Operating expenses: During the three month period ended June 30, 2018, we incurred operating expenses in the amount of $330,892 compared to operating expenses incurred during the three month period ended June 30, 2017 of $240,026 (a increase of $90,866). Operating expenses include: (i) compensation of $145,728 (2017: $152,510); (ii) occupancy costs of $17,244 (2017: $16,681); (iii) travel of $33,629 (2017: $12,113); (iv) professional fees of $86,706 (2017: $37,113); (v) communication of $2,527 (2017: $2,084); and (vi) office and general of $45,058(2017: $19,524). In respect of compensation, more labor charges were capitalized to the work in process projects during the three month period ended June 30, 2017 compared to the three month period ended June 30, 2018 due to the timing and completion of specific projects resulting in a decrease of $6,782 being charged in 2018. Travel increased by $21,516 as we installed 3 machines in 2018 compared to 1 in 2017, on acquiring new customers and opportunities during the three month period ended June 30, 2017 as compared to the same period in 2018. Professional fees increased by $49,593 in the three month period ended June 30, 2018 as the additional charges associated with our auditors were incurred during this time frame, which we did not incur in 2017. Office and general expenses increased by $25,533 due to increase of office costs, and rebates during 2018.

 

Income from Operations. Thus, this resulted in net income before other income or expenses of $136,907 during the three month period ended June 30, 2018 compared to income before other income of $169,778 during the three month period ended June 30, 2017.

 

 

Other Income (Expense). During the three month period ended June 30, 2018, we recorded $53,203 in other income as compared to other income of $5,165 recorded in the three month period ended June 30, 2017. The continued fluctuation of the Canadian dollar in 2018 and 2017 against the United States dollar resulted during the three month period ended June 30, 2018 in a foreign exchange gain of $53,203 compared to a foreign exchange gain of $5,165 during the three month period ended June 30, 2017 on denominations transacted and settled in foreign currencies, primarily being sales to the United States from which the monies are being converted and used to satisfy Canadian dollar operational requirements.

 

Net income before income taxes. Thus, during the three month period ended June 30, 2018, this resulted in net income before income taxes of $190,111 compared to net income before income taxes of $174,943 during the three month period ended June 30, 2017.

 

Provision for Income taxes. During the three month period ended June 30, 2018, we incurred 0 in income taxes compared to ($28,266) during the three month period ended June 30, 2017.

 

Net Income. Thus, this resulted in net income of $190,111 during the three month period ended June 30, 2018 as compared to net income of $146,678 incurred during the three month period ended June 30, 2017.

 

Other Comprehensive Gain (Loss). During the three month period ended June 30, 2018, we recorded a foreign exchange adjustment of ($83,075) as compared to ($10,168) during the three month period ended June 30, 2017.

 

Comprehensive Income. Thus, during the three month period ended June 30, 2018, our comprehensive income was $107,036 or $0.00 per share compared to comprehensive income of $136,510 or $0.00 for the three month period ended June 30, 2017. The weighted average number of shares outstanding was 54,296,541 for the three month periods ended June 30, 2018 and June 30, 2017, respectively.

 

Six Month Period Ended June 30, 2018 Compared to Six Month Period Ended June 30, 2017.

 

We generated revenue during the six month period ended June 30, 2018 in the amount of $2,321,207 compared to $3,110,862 generated during the six month period ended June 30, 2017 (a decrease of $789,656). Major components of the revenue mix for change from June 30, 2018 to June 30, 2017 are as follows:

 

	1.	Prototypes Parts – decreased $527,652 for prototypes for Adient/JCI projects as no projects were initiated in the six months of 2018.
	2.	Spare Parts and Services - decreased $49,546 for parts required by many customers including Adient, Toyota, PWO Kitchener, Van Rob Mexico and Adient Athens to replace worn parts.
	3.	Retrofit Systems - increased $135,243. We did new tooling on older machines for Adient and Constellium. We assess old machines and recommend that specified work needs to be done on them. This includes all mechanical , electrical, hydraulic and pneumatics as required. We then replace worn parts on old benders overhauled benders for Adient - Lakewood System C, Adient – Athens, PWO - Kitchener, Adient – Ramos move machines for customers, install additional tooling units on existing benders.
	4.	Seat Frame System - decrease of $347,700 as 2 machines were sold during 6 months of 2017 at a higher price point compared to the three units sold during first six months of 2018.
	5.	Medical robotics, personal robotic devices and water treatment industry We have not generated revenue from these sources as yet and will continue to investigate opportunities in these areas to augment its core business.

 

Cost of sales: During the six month period ended June 30, 2018, cost of sales was $1,573,501 compared to $1,712,964 during the six month period ended June 30, 2017 (a decrease of $139,463). The change in products sold in the six month period ended June 30, 2018 contributed to a decrease in our gross margin over the six month period ended June 30, 2017. Less work for retrofit systems, where the majority of the costs are borne by the customer, did not assist in offsetting the lower product margins generated on the sale of seat frames during the six month period ended June 30, 2018.

 

Gross Profit. Thus, based on the above, our gross profit decreased to $747,706 during the six month period ended June 30, 2018 from $1,397,898 during the six month period ended June 30, 2017.

 

 

Operating expenses: During the six month period ended June 30, 2018, we incurred operating expenses in the amount of $493,054 compared to operating expenses incurred during the six month period ended June 30, 2017 of $530,876 (a decrease of $37,811). Operating expenses include: (i) compensation of $202,683 (2017: $348,695); (ii) occupancy costs of $35,843 (2017: $35,348); (iii) travel of $47,909 (2017: $50,261); (iv) professional fees of $137,059 (2017: $55,066); (v) communication of $4,749 (2017: $4,319); and (vi) office and general of $64,811 (2017: $37,186). In respect of compensation, more labor charges were capitalized to the work in process projects during the six month period ended June 30, 2017 compared to the six month period ended June 30, 2018 due to the timing and completion of specific projects resulting in a decrease of $146,013 being charged in 2018. Travel decreased by $2,352 during the six month period ended June 30, 2017 as compared to the same period in 2018. Professional fees increased by $81,933 in the six month period ended June 30, 2018 as the additional charges associated with our auditors were incurred during this time frame, which we did not incur in 2017. Office and general expenses increased by $27,625 due to rebates, new printers, paper etc during 2018.

 

Income from Operations. Thus, this resulted in net income before other income or expenses of $254,652 during the six month period ended June 30, 2018 compared to income before other income of $867,022 during the six month period ended June 30, 2017.

 

Other Income (Expense). During the six month period ended June 30, 2018, we recorded $74,506 in other income as compared to other income of $56,945 recorded in the six month period ended June 30, 2017. The continued fluctuation of the Canadian dollar in 2018 and 2017 against the United States dollar resulted during the six month period ended June 30, 2018 in a foreign exchange gain of $74,506 compared to a foreign exchange loss of ($2,888) during the six month period ended June 30, 2017 on denominations transacted and settled in foreign currencies, primarily being sales to the United States from which the monies are being converted and used to satisfy Canadian dollar operational requirements. We recovered $0 in expenses associated with recovery of scientific research and development expenditures during the six month period ended June 30, 2018 compared to $59,833 recovered during the six month period ended June 30, 2017.

 

Net income before income taxes. Thus, during the six month period ended June 30, 2018, this resulted in net income before income taxes of $329,158 compared to net income of $923,967 during the six month period ended June 30, 2017.

 

Provision for Income taxes. During the six month period ended June 30, 2018, we incurred $0 in income taxes compared to ($226,890) during the six month period ended June 30, 2017.

 

Net Income. Thus, this resulted in net income of $329,158 during the six month period ended June 30, 2018 as compared to net income of $697,077 incurred during the six month period ended June 30, 2017.

 

Other Comprehensive Gain (Loss). During the six month period ended June 30, 2018, we recorded a foreign exchange adjustment of ($98,623) as compared to $4,000 during the six month period ended June 30, 2017.

 

Comprehensive Income. Thus, during the six month period ended June 30, 2018, our comprehensive income was $230,535 or $0.01 per share compared to comprehensive income of $701,077 or $0.02 for the six month period ended June 30, 2017. The weighted average number of shares outstanding was 54,296,541 for the six month periods ended June 30, 2018 and June 30, 2017, respectively.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of June 30, 2018

 

As of June 30, 2018, our current assets were $2,307,012 and our current liabilities were $796,415, which resulted in a working capital surplus of $1,510,597. As of June 30, 2018, current assets were comprised of: (i) $1,458,562 in cash; (ii) $641,358 in amounts receivable, net; (iii) $124,271 in inventory; (iv) $41,097 in sales tax recoverable; (v) $9,996 in security deposits; and (vi) $31,737 in prepaid expenses. As of June 30, 2018, current liabilities were comprised of: (i) $1898,703 in accounts payable and accrued expenses; (ii) $180,886 in customer deposits; (iii) $41,069 in warranty provision; (iv) $372,691 in incomes taxes payable; and (v) $12,066 in obligations under capital lease.

 

As of June 30, 2018, our total assets were $2,418,318 comprised of: (i) $2,307,021 in current assets; and (ii) $111,297 in fixed assets, net of depreciation. The decrease of total assets of $556,481 during the six month period ended June 30, 2018 from fiscal year ended December 31, 2017 was primarily due a decrease in cash of $247,244, decrease in amounts receivable, net of $259,171, a decrease of sales tax recoverable of $567,466, and a decrease of $20,836 in prepaid expenses.

 

 

As of June 30, 2018, our total liabilities were $823,823 comprised of: (i) $796,415 in current liabilities; and (ii) $27,408 in deferred income taxes. The decrease in total liabilities of $787,106 during the six month period ended June 30, 2018 from December 31, 2017 was primarily due to a decrease in accounts payable and accrued expenses of $159,606, a decrease in customer deposits of $647,298 and a decrease in warranty provision of $22,540, and a decrese in obligation under capital lease of $2,652.

 

Total stockholders’ equity increased from $1,363,960 as of December 31, 2017 to $1,594,495 as of June 30, 2018.

 

Cash Flows from Operating Activities

 

For the six month period ended June 30, 2018, net cash flows used by operating activities was ($213,467) consisting primarily of net income of $267,718. Net cash flows provided by operating activities was adjusted by $14,205 in depreciation. Net cash flow from operating activities was further changed by: (i) a decrease of $259,171 in accounts receivable; (ii) an increase of $567,466 in inventory; (iii) an increase of ($20,836) in prepaid expenses; (iv) a decrease of $521 in security deposit; (v) a decrease of $159,606 in accounts payable and accrued expense; (vi) a decrease of $647,298 in customer deposits; (vii) a decrease of $22,540 in warranty payable; and (viii) an increase of $992 in taxes recoverable/payable.

 

Cash Flows from Investing Activities

 

For the six month periods ended June 30, 2018 and March 31, 2017, net cash flows used in investing activity was $-0-.

 

Cash Flows from Financing Activities

 

For the six month period ended June 30, 2018, net cash flow used in financing activity was $2,652 comprised of obligation under capital lease, net of repayments compared to net cash flow used in financing activity of $2,652 during the six month period ended March 31, 2017 comprised of obligation under capital lease, net of repayments.

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds and generation of revenues. Our working capital requirements are expected to increase in line with the growth of our business.

 

PLAN OF OPERATION

 

Our principal demands for liquidity are to increase capacity, inventory purchase, sales distribution, and general corporate purposes. We are in the process of being accepted as a global prototype supplier by Johnson Controls compared to our prior role as a supplier for North America. We had been involved in discussions with Johnson Controls regarding prototypes and parts production. Johnson Controls visited our facility during early 2012 to conduct an audit for global recommendation. Their goal was to understand the processes we use to run the business and the controls that we have in place so that we were assured to have utmost control over the quality of work. The audit was based on our employees and their qualifications, data management, processes, tooling and equipment and parts and material management. Johnson Controls conducted a tour of our facility, which was followed up with a final review on May 3, 2012. Subsequently we received a call from Johnson Controls stating that we had been accepted and recommended for their global work. Therefore, we have been accepted for global work and thus provided the basis for previously disclosed projections.  We may achieve those revenue projections during fiscal year 2018, however, we may also not achieve that level of revenue.

 

We intend to meet our liquidity requirements, including capital expenditures related to the purchase of equipment, purchase of inventory, and the expansion of its business, through cash flow provided by operations and funds raised through proceeds from the issuance of debt or equity.

 

With a flexible labor force, workers are hired on a project by project basis, and strong inventory management, we are able to manage our cash flow to meet the ever changing needs of the business. We can expand and contract very quickly based on customer demand. Our major customers, JCI, Adient and Constellium, are consistently submitting new projects. We had $180,886 of project work in process at the end of June 30, 2018 with a total contract value of approximately $570,394. We have received committed future orders of $670,000., which are anticipated to be completed during the second half of 2018. Other revenue opportunities have historically materialized to supplement this revenue being service and retooling.

 

 

We have not paid any sums for public relations or investor relations.

 

MATERIAL COMMITMENTS

 

Other than the lease obligation and note referenced below, we have no other reportable material commitments for the as of June 30, 2018.

 

Lease

 

We currently have a three-year lease on a standalone building located at 7669 Kimbel Street, Mississauga, Ontario, Canada, which is 18,000 square feet. The building is located on approximately one acre of land. The building has two floors of office/engineering space, 1,500 square feet, and the balance is used for its welding, assembly and machining areas. We also have two loading docks for shipping.

 

We lease the premises with monthly lease payments of approximately CDN$8,400 per month. Total minimum lease payments of CDN$134,400 are required to the lease expiration date on July 31, 2019.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

We evaluated recent accounting updates and the potential impact upon adoption. See Footnote No. 2 to the financial statements.

 

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

 

The discussion and analysis of our financial condition and plan of operations is based upon our interim consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of these interim financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates including, among others, those affecting revenue, the allowance for doubtful accounts, the salability of inventory and the useful lives of tangible and intangible assets. The discussion below is intended as a brief discussion of some of the judgments and uncertainties that can impact the application of these policies and the specific dollar amounts reported on our financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, or if management made different judgments or utilized different estimates. Many of our estimates or judgments are based on anticipated future events or performance, and as such are forward-looking in nature, and are subject to many risks and uncertainties, including those discussed elsewhere in this Quarterly Report on Form 10-Q. We do not undertake any obligation to update or revise this discussion to reflect any future events or circumstances.

 

See Footnote No. 2 to the financial statements.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required for smaller reporting company.

 

ITEM 4. CONTROLS AND PROCEDURES

 

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 

We have performed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were not effective as of June 30, 2018 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

 

 

Based on such evaluation, our Chief Executive Officer/Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our internal controls over financial reporting were not effective:

 

	●	to give reasonable assurance that the information required to be disclosed by us in reports that we file under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and
	●	to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

We believe that the foregoing steps will remediate the significant deficiencies identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate. A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting.

 

During our assessment of the effectiveness of internal control over financial reporting as of June 30, 2018, management identified significant deficiencies related to: (i) the absence of an Audit Committee as of June 30, 2018; and (ii) a lack of segregation of duties within accounting functions.

 

We began preparing to be in compliance with the internal control obligations, including Section 404, for our fiscal year ending December 31, 2018. In an effort to improve our internal control environment, management has engaged a Chartered Accountant to review the work prepared by the controller. He is independent of the daily accounting function. He prepares the quarterly financial statement after reviewing and recommending adjustments to the records based on his analysis of the financial information presented. This review includes vouching and reconciling key accounts to source documents.

 

In order to correct the foregoing weaknesses, we have taken certain further remediation measures and designed new internal controls and procedures to ensure: (a) effectiveness and efficiency of operations; (b) reliability of financial reporting; and (c) compliance with laws and regulations. To that end, management will provide a controlled environment which organizes and influences its people.

 

(a)	Management is establishing an information and communication system for its executives and employees allowing them to carry out their responsibilities in an organized and process driven manner.
(b)	The firm engaged the Chartered Accountant to assist with: (a) compiling and maintaining our financial records; (b) assisting the bookkeeping staff with proper recording of transactions; (c) maintaining permanent accounting records and proper backup procedures; and (d) providing continuous monitoring of accounting functions throughout the company. In addition, the Chartered Accountant will perform a risk assessment which identifies and analyzes the relevant risks management should address in order to achievement of its objectives. The Chartered Accountant will also assist with the preparation of written policies and procedures that will help ensure management directives are carried out.
(c)	Our President/Chief Executive Officer is serving as the point of communication between us and the audit firm. Communication between our President/Chief Executive Officer and the audit firm’s engagement partner has been established to ensure that the audit is aware of management’s intent and actions.

 

Management’s Annual Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Under the supervision and with the participation of the Company’s management, including the chief executive officer and principal financial officer, we evaluated the effectiveness of our internal control over financial reporting as of June 30, 2018. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO 2013”) in Internal Control-Integrated Framework. Based on our assessment, no progress toward remediation of our previously disclosed material weaknesses has been implemented.

 

 

Inherent Limitations on Effectiveness of Controls

 

We believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and our CEO and our CFO have concluded that these controls and procedures are not effective at the “reasonable assurance” level.

 

Changes in internal controls

 

There were no changes in internal controls for the three month period ended June 30, 2018.

 

AUDIT COMMITTEE REPORT

 

Our Board of Directors has not established an audit committee. The respective role of an audit committee has been conducted by our Board of Directors. We intend to establish an audit committee during fiscal year 2017. When established, the audit committee’s primary function will be to provide advice with respect to our financial matters and to assist our Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee’s primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management’s establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and our Board of Directors.

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

No report required.

 

ITEM 1A. RISK FACTORS

 

No report required.

 

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

 

No report required.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No report required.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

No report required.

 

ITEM 5. OTHER INFORMATION

 

No report required.

 

ITEM 6. EXHIBITS AND REPORTS ON FORM 8- K

 

(d) Exhibits.

 

Exhibit Number		Description
31.1		Rule 13a-15(e)/15d-15(e) Certification by the Chief Executive Officer and Chief Financial Officer *
32.1		Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 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 Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

 

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 

SIGNATURES

 

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

 

	NOVUS ROBOTICS INC.
Dated: August 20, 2018	By:	/s/ Berardino Paolucci
		Berardino Paolucci,
		President/Chief Executive Officer