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~~September 30, 2017

[ ]	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 ~~August~~November 1613, 2017
Common Stock, $0.001			54,296,641

NOVUS ROBOTICS INC.

Form 10-Q

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	34
	Interim Consolidated Balance Sheets	34
	Interim Consolidated Statements of Earnings and Comprehensive Income (Loss)	4
	Interim Consolidated Statements of Operations	5
	Interim Consolidated Statements of Cash Flows	56
	Interim Consolidated Notes to Financial Statements	67
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1415
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2425
Item 4.	Controls and Procedures	2526
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	2627
Item 1A.	Risk Factors	2627
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2628
Item 3.	Defaults Upon Senior Securities	2628
Item 4.	Mine Safety Disclosures	2728
Item 5.	Other Information	2728
Item 6.	Exhibits	2728

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

~~JUNE~~SEPTEMBER 30, 2017

(Unaudited)

NOVUS ROBOTICS INC.

Interim Consolidated Balance Sheets

	June 30, 2017			December 31, 2016
	September 30, 2017			December 31, 2016
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash	$	~~879~~958,~~710~~849		$	479,380
Amounts receivable, net		~~511~~1,~~239~~277,018			292,407
Inventory		~~292~~687,~~275~~105			1,489,955
Sales tax recoverable		26,~~141~~090			93,107
Security deposits		10,~~168~~573			9,827
Prepaid expense		1310,~~785~~892			10,677
Total current assets		12,~~733~~970,~~318~~527			2,375,353
Fixed assets
Fixed assets, net of deprecation		135,989			132,678
Fixed assets, net of depreciation		135,280			132,678
Total assets	$	13,~~869~~105,~~307~~807		$	2,508,031
LIABILIITIES
Current liabilities
Accounts payable and accrued expenses	$	~~201~~218,~~777~~316		$	341,179
Notes payable		-			100,000
Customer deposits		~~506~~1,~~845~~529,604			1,835,791
Warranty provision		1311,~~824~~267			8,885
Income taxes payable		~~226~~264,~~890~~547			-
Current portion of obligation under capital lease		8,~~405~~740			8,124
Total current liabilities		~~957~~2,~~741~~032,474			2,293,979
Obligation under capital lease		108,~~514~~710			14,077
Total liabilities		~~968~~2,~~255~~041,184			2,308,056
COMMITMENTS AND CONTINGENCIES - Note 7		-			-
STOCKHOLDERS’ EQUITY
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, 2016 - 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, 2016- 54,296,641 common shares)		54,296			54,296
Common Stock 500,000,000 shares authorized with a par value of $0.001, 54,296,641 issued and outstanding(December 31, 2016- 54,296,641 common shares)		54,296			54,296
Additional paid in capital		58,354			58,354
Accumulated other comprehensive loss		(~~331~~204,~~157~~253	)		(335,157	)
Retained earnings		1,~~118~~155,~~559~~226			421,482
Total stockholders’ equity		901,052			199,975
Total stockholders' equity		1,064,623			199,975
Total liabilities and stockholders’ equity	$	1,869,307		$	2,508,031
Total liabilities and stockholders' equity	$	3,105,807		$	2,508,031

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

NOVUS ROBOTICS INC.

Interim Consolidated Statements of Earnings and Comprehensive Income (Loss)

(Unaudited)

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2017

2016

2017

2016

Revenue

1339,~~022,570~~916

~~810~~53,~~030~~619

3,~~110~~450,~~862~~778

1,~~147~~201,~~520~~139

Cost of sales

~~612~~30,~~766~~702

~~393~~44,~~092~~159

1,~~712~~743,~~964~~666

~~707~~751,~~661~~820

Gross Profit

~~409~~309,~~804~~214

~~416~~9,~~938~~460

1,~~397~~707,~~898~~112

~~439~~449,~~859~~319

Expenses

Compensation

~~152~~130,~~510~~597

~~127~~118,~~962~~611

~~348~~479,~~695~~292

~~250~~368,~~188~~799

Occupancy costs

1617,~~681~~058

1715,~~496~~779

3552,~~348~~406

3551,~~813~~592

Travel

125,~~113~~440

138,~~143~~628

5055,~~261~~701

1827,~~474~~102

Professional fees

3711,~~113~~378

214,~~547~~591

5566,~~066~~444

3540,~~697~~287

Communication

2,~~084~~783

23,~~137~~223

47,~~319~~102

47,~~455~~678

Office and general

1932,~~524~~851

~~48,922~~129

3770,~~186~~037

79,~~010~~139

Total operating expenses

~~240~~200,~~026~~107

~~231~~150,~~207~~961

~~530~~730,~~876~~983

~~423~~574,~~637~~597

Income (loss) before other income (expense) and income taxes

~~169~~109,~~778~~107

~~185~~(141,~~731~~501

)

~~867~~976,~~022~~129

16(125,~~222~~278

)

Other income (expense)

Foreign exchange gain (loss)

5(36,~~165~~004

)

27280,~~056~~707

(238,~~888~~892

)

~~341~~(61,~~764~~057

)

Recovery of scientific research and development expenditures

-1,221

-31,800

5961,~~833~~054

-31,800

Total other income (expense)

5(34,~~165~~783

)

27312,~~056~~507

5622,~~945~~162

~~341~~(29,~~764~~257

)

Net income before income taxes

~~174~~74,~~943~~324

~~212~~171,~~787~~006

~~923~~998,~~967~~291

~~357~~(154,~~986~~535

)

Provision for income taxes

(2836,~~266~~657

)

(~~226~~264,~~890~~547

)

Net income

~~146~~37,~~678~~667

~~212~~171,~~787~~006

~~697~~733,~~077~~744

~~357~~(154,~~986~~535

)

Other comprehensive income (loss)

Foreign exchange adjustment

~~(10~~126,~~168~~904

)

~~(71~~315,~~825~~659

)

4130,~~000~~904

~~(386,533~~950

)

Comprehensive Income (loss)

~~136~~164,~~510~~571

~~140~~486,~~962~~665

~~701~~864,~~077~~648

(28153,~~547~~585

)

Basic loss per share

0.00

0.01

(0.0100

)

Diluted income per share

0.00

0.01

(0.0100

)

Weighted average number of shares outstanding - basic

54,296,541

49,295,500

54,296,541

34,218,577

Weighted average number of shares outstanding - diluted

54,296,541

49,295,500

54,296,541

34,218,577

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

NOVUS ROBOTICS INC.

Interim Consolidated Statements of Cash Flows

(Unaudited)

For The Six Months Ended June 30,	2017			2016
For The Nine Months Ended September 30,	2017			2016
Cash flow from operating activities
Net income	$	~~697~~733,~~077~~744		$	~~357~~(154,~~986~~535	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		1320,~~357~~444			916,~~609~~023
Changes in operating assets and liabilities
Decrease (increase) in accounts receivable		(~~218~~984,~~831~~610	)		~~(380~~202,~~213~~182	)
Decrease (increase) in inventory		1802,~~197,680~~850			(~~280~~830,~~572~~631	)
Decrease (increase) in prepaid expenses		(~~3,109~~215	)		3(2,566	)
Decrease (increase) in security deposits		(~~340~~746	)		~~795~~884
Increase (decrease) in accounts payable and accrued expense		(~~139~~122,~~402~~863	)		~~199~~164,~~114~~168
Increase (decrease) in customer deposits		(1306,~~328,946~~188	)		~~789~~947,~~065~~542
Increase (decrease) in warranty payable		42,~~939~~382			54,~~934~~336
Increase (decrease) in taxes recoverable/payable		~~293~~331,~~856~~565			(2032,~~824~~440	)
Net cash provided by operating activities		~~516~~476,~~281~~362			~~680~~314,~~897~~963
Cash Flow from investing activity
Purchase of fixed assets		0(1,121	)		(65,~~051~~998	)
Net cash used in investing activity		0(1,121	)		(65,~~051~~998	)
Cash Flow from Financing activities
Obligation under capital lease, net of repayments		(34,~~282~~751	)		(13,~~814~~884	)
Repayment of notes payable		(100,000	)		-
Net cash provided by (used in) financing activities		(~~103~~104,~~282~~751	)		(13,~~814~~884	)
Effect of foreign exchange rate on changes in cash		~~(12~~108,~~669~~978	)		~~(364~~42,~~737~~337	)
Increase in cash		~~400~~479,~~330~~469			~~308~~347,~~294~~419
Cash, beginning of year		479,380			493,843
Cash, beginning of period		479,380			493,843
Cash, end of year	$	879,710		$	802,137
Cash, end of period	$	958,849		$	841,262
Non-Monetary Transactions
Purchase of assets in exchange for common and preferred shares	$	-		$	50,000

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

NOVUS ROBOTICS INC.

Notes to Interim Consolidated Financial Statements

~~June~~September 30, 2017

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 Tools Inc. All inter-company accounts and transactions have been eliminated on consolidation.

Uses 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:

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.

NOVUS ROBOTICS INC.

Notes to Interim Consolidated Financial Statements

~~June~~September 30, 2017

2. SIGNIFICANT ACCOUNTING POLICIES - continued

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.

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~~September 30, 2017 and December 31, 2016, the Company had no cash equivalents. The Company maintains its cash in bank deposit ~~accounts~~ accounts which may exceed federally insured limits. As of ~~June~~September 30, 2017, 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.

NOVUS ROBOTICS INC.

Notes to Interim Consolidated Financial Statements

~~June~~September 30, 2017

2. SIGNIFICANT ACCOUNTING POLICIES - continued

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~~September 30,2017, the Company had $~~180~~297,~~761~~587 of factored receivables. There were no factored receivables at December 31, 2016.Finance charges associated with the sale of factored receivable for the ~~six~~nine months ended ~~June~~September 30, 2017 and 2016 were $6,~~086~~018 and $1,117 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~~September 30, 2017 and December 31, 2016, the Company has not deemed any accounts uncollectible.

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~~September 30, 2017 and December 31, 2016 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

NOVUS ROBOTICS INC.

Notes to Interim Consolidated Financial Statements

~~June~~September 30, 2017

2. SIGNIFICANT ACCOUNTING POLICIES - continued

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.

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. SR&ED expenditures relating to 2016 taxation year were applied to recover previously paid taxes for which the Company obtained approval and received the requisite funds in the first quarter of 2017.

Advertising Costs

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

910

NOVUS ROBOTICS INC.

Notes to Interim Consolidated Financial Statements

~~June~~September 30, 2017

2. SIGNIFICANT ACCOUNTING POLICIES - continued

Revenue Recognition

The Company recognizes revenue in accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 101,”“Revenue Recognition in Financial Statements” (“SAB 101”) as modified by SEC Staff Accounting Bulletin No.104. Under SAB 101, revenue is recognized on a percentage of completions basis and when collection of the resulting receivable is reasonably assured.

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~~September 30, 2017 and December 31, 2016 customer deposits were $~~506~~1,~~845~~529,604 and $1,835,791 respectively.

D&R provides standard warranties for its product from the date of shipment. Estimated warranty obligations are recorded at the time of sale. Estimated warranty obligations are recorded at the time of sale and amortized over the two year warranty period. As of ~~June~~September 30, 2017 and December 31, 2016, warranty liability was $1311,~~824~~267 and $8,885.

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 evaluated the following recent accounting updates and are evaluating the potential impact upon adoption:

● ASU 2015-02 related to amendments for consolidation analysis

● ASU 2015-14 related to deferral of effective date for new revenue recognition standard

● ASU 2015-17 related to deferred taxes

● ASU 2016-01 related to lease recognition and classification

1011

NOVUS ROBOTICS INC.

Notes to Interim Consolidated Financial Statements

~~June~~September 30, 2017

3. FIXED ASSETS

Fixed assets are comprised of the following:

	June 30, 2017			December 31, 2016
	September 30, 2017			December 31, 2016
Office equipment	$	79,~~868~~323		$	7,623
Computer equipment		~~289~~300,~~116~~634			279,436
Delivery trucks		2122,~~190~~035			20,481
Shop and machinery equipment		~~390~~405,~~305~~854			377,237
Equipment under capital lease		4850,~~779~~722			47,145
Accumulated depreciation		(~~621~~653,~~268~~287	)		(599,244	)
Total fixed assets	$	135,~~989~~280		$	132,678

Depreciation expense for the quarter ended ~~June~~September 30, 2017 was $137,~~357~~087 (2016 - $96,~~609~~414).

4. CONVERTIBLE NOTES PAYABLE AND PROMISSORY NOTE

The convertible notes payable to Berardino Paolucci, CEO, are unsecured, due on demand, accrue interest at the rate of 8.0% per annum, and are convertible into shares of our restricted common stock at the rate of $0.005 per share. During fiscal 2014, the Company repaid $176,599 to the assigned note holder. As at ~~June~~March 3031, 2017, interest in the amount of $Nil (December 31, 2016 -$Nil) ~~was~~ was owing.

During the first quarter of 2016, it was determined that as of the date of the reverse merger and recapitalization between Ecoland and D&R Technologies Inc. on January 27, 2012, there were certain inaccuracies regarding the amounts recorded as owing on the convertible notes payable that were assigned to Mr. Paolucci. These notes were converted for 75,733 common shares in January 2015. Upon making this determination, Mr. Paolucci terminated the transaction, returned his shares to treasury for cancellation and reinstated the convertible notes payable under the terms and conditions referenced above. This reversal of the transaction is deemed to have occurred in 2015 for accounting purposes and the outstanding principal and accrued interest payable on the aforementioned notes have been adjusted to reflect the correct balances owing at December 31, 2015.

On September 7, 2016, Mr. Paolucci sold a portion notes including interest to a third party. On October 18, 2016, the third party converted $25,000 of the principal of the note in exchange for 5,000,000 common shares.

On December 31, 2016, the Company agreed to issue Mr. Paolucci a $100,000 promissory note bearing interest at an annual rate of 8% per annum, due on demand in exchange for him forgoing the ability to convert the remaining balance of the convertible debenture totaling $12,825 and accrued interest of $3,052 into 2,616,000 common shares. As a result of this transaction, Novus recorded a loss on settlement of debt in the amount of $84,123. The note was repaid in the second quarter of 2017. As at ~~June~~September 30, 2017, interest in the amount of $2,000 (December 31, 2016 - $Nil) was owing and is included in the accounts payable and accrued liabilities.

1112

NOVUS ROBOTICS INC.

Notes to Interim Consolidated Financial Statements

~~June~~September 30, 2017

5. 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. Minimum lease payments to maturity are as follows:

Year Ending December 31:
2017	$	42,~~920~~460
2018		9,020
		13,940
		11,480
Less: amount representing interest		(1,~~817~~157	)
Present value of minimum lease payments	$	1210,~~123~~323

6. 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.

On February 25, 2016, the Company approved the purchase of materials relating to the design, construction and operation of robots in automation for medical and surgical purposes valued at $50,000 from Mr. Dino Paolucci, a board member as well as President and CEO and Mr. Drasko Karanovic, a board member, both being related parties, in exchange for 1,000,000 Series B Preferred Shares and 49,000,000 common shares. The acquired technology was previously held by individuals who also have majority control the Company, resulting in the Company recording the transaction at cost. As such, no value was assigned to the technology purchased and the par value of shares issued was charged against additional paid-in capital.

As referenced in Note 4, on October 18, 2016, $25,000 of the principal of the convertible note payable was converted in exchange for 5,000,000 common shares.

1213

NOVUS ROBOTICS INC.

Notes to Interim Consolidated Financial Statements

~~June~~September 30, 2017

7. LEASES AND OTHER COMMITMENTS

The Company leases premises totaling 18,000 square feet with monthly lease payments of approximately CDN$8,400 per month. Total minimum lease payments of CDN$~~210~~184,~~000~~800 are required to the lease expiration date on July 31, 2019.

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.

8.NOTE ~~Subsequent~~8 ~~Events~~– SUBSEQUENT EVENTS

~~They~~The Company has evaluated subsequent events through the filing date of ~~this~~these ~~filing~~financial statements and ~~identified~~has ~~none~~disclosed that ~~would~~there ~~require~~is no ~~disclosure~~such inevents ~~these~~that are material to the financial statements to be disclosed.

1314

FORWARD LOOKING STATEMENTS

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 Drasko 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).

1415

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 to be issued to 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 pre-Reverse Stock Split shares held in escrow to the shareholders listed on the Shareholder List.

We have placed 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

For the Six Months Ended June 30	2017			2016
For the Nine Months Ended September 30	2017			2016
Revenue	$	3,~~110~~450,~~862~~778		$	1,~~147~~201,~~520~~139
Cost of sales		1,~~712~~743,~~964~~666			~~707~~751,~~661~~820
Gross Profit		1,~~397~~707,~~898~~112			~~439~~449,~~859~~319
Expenses
Compensation		~~348~~479,~~695~~292			~~250~~368,~~188~~799
Occupancy costs		3552,~~348~~406			3551,~~813~~592
Travel		5055,~~261~~701			1827,~~474~~102
Professional fees		5566,~~066~~444			3540,~~697~~287
Communication		47,~~319~~102			47,~~455~~678
Office and general		3770,~~186~~037			79,~~010~~139
Total operating expenses		~~530~~730,~~876~~983			~~423~~574,~~637~~597
Income (loss) before other income		~~867~~976,~~022~~129			16(125,~~222~~278	)
Other (income) and expenses:
Foreign exchange gain (loss)		(238,~~888~~892	)		~~341~~(61,~~764~~057	)
Recovery of scientific and development expenditures		5961,~~833~~054			~~-0-~~31,800
Total other income (loss)		56(22,~~945~~162	)		~~341~~(29,~~764~~257	)
Net income (loss) before income taxes		~~923~~998,~~967~~291			~~357~~(154,~~986~~535	)
Provision for income taxes		(~~226~~264,~~890~~547	)		0
Net Income (loss)		~~697~~733,~~077~~744			~~357~~(154,~~986~~535	)
Foreign exchange adjustment		4130,~~000~~904			~~(386,533~~950	)
Comprehensive Income (loss)		~~701~~864,~~077~~648			(28153,~~547~~585	)

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.

~~Six~~Nine Month Period Ended ~~June~~September 30, 2017 Compared to ~~Six~~Nine Month Period Ended ~~June~~September 30, 2016.

We generated revenue during the ~~six~~nine month period ended ~~June~~September 30, 2017 in the amount of $3,~~110~~450,~~862~~778 compared to $1,~~147~~201,~~520~~139 generated during the ~~six~~nine month period ended ~~June~~September 30, 2016 (an increase of $12,~~963~~249,~~342~~639). Major components of the revenue mix for change ~~from~~ ~~June~~from September 30, 2016 to ~~June~~September 30, 2017 are as follows:

1. Prototypes Parts – increased $~~525~~761,~~720~~788 for prototypes for Adient/JCI projects. 2. Spare Parts and Services -increased $86108,~~335~~091 for parts required by many customers including JCI, Toyota, PWO Kitchener, Van Rob Mexico and Adient/JCI- Athens to replace worn parts. 3. Retrofit Systems – ~~increase~~decrease of $16151,~~643~~707. 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 JCI-Ramos move machines for customers, install additional tooling units on existing benders. 4. Seat Frame System – increase of $21,~~144~~543,~~217~~308. – Two machines were sold to Constellium through the first six months of 2017 versus only one machine sold in 2016. 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 our core business.

Cost of sales: During the ~~six~~nine month period ended ~~June~~September 30, 2017, cost of sales was $1,~~712~~743,~~964~~666 compared to $~~707~~751,~~661~~820 during the ~~six~~ nine month period ended ~~June~~September 30, 2016 (an increase of $1991,~~005,303~~846). The change in products sold in the ~~six~~nine month period ended ~~June~~September 30, 2017 contributed to an increase in our gross margin over the ~~six~~nine month period ended ~~June~~September 30, 2016. 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~~nine month period ended ~~June~~September 30, 2016.

Gross Profit. Thus, based on the above, our gross profit increased to $1,397,898 during the six month period ended June 30, 2017 from $439,859 during the six month period ended June 30, 2016.

Operating expenses: During the six month period ended June 30, 2017, we incurred operating expenses in the amount of $530,876 compared to operating expenses incurred during the six month period ended June 30, 2016 of $423,637 (an increase of $107,239). Operating expenses include: (i) compensation of $348,695 (2016: $250,188); (ii) occupancy costs of $35,348 (2016: $35,813); (iii) travel of $50,261 (2016: $18,474); (iv) professional fees of $55,066 (2016: $35,697); (v) communication of $4,319 (2016: $4,455); and (vi) office and general of $37,186 (2016: $79,010). 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, 2016 due to the timing and completion of specific projects resulting in an increase of $98,507 being charged in 2017. Travel increased by $31,787 as we focused on acquiring new customers and opportunities during the six month period ended June 30, 2017 as compared to the same period in 2016. Professional fees increased by $19,369 in the six-month period ended June 30, 2017 as the additional charges associated with our auditors were incurred during this time frame, which we did not incur in 2016. Office and general expenses decreased by $41,824 due to an increase in selling expenses during 2016 as we purchased brochures and other materials to assist in marketing our products in 2016.

Income from Operations. Thus, this resulted in a profit before other income of $867,022 during the six month period ended June 30, 2017 compared to a profit before other income of $16,222 during the six month period ended June 30, 2016.

Other Income (Expense). During the six month period ended June 30, 2017, we recorded $56,945 in other income as compared to other income of $341,764 in the six month period ended June 30, 2016. The continued weakening Canadian dollar in 2017 against the United States dollar resulted during the six month period ended June 30, 2017 in a foreign exchange loss of ($2,888) compared to a foreign exchange gain of $341,764 during the six month period ended June 30, 2016 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 $59,833 in expenses associated with recovery of scientific research and development expenditures during the six month period ended June 30, 2017 compared to $-0- during the six month period ended June 30, 2016.

Net income (loss) before income taxes. Thus, during the six month period ended June 30, 2017, this resulted in net income before income taxes of $923,967 compared to $357,986 during the six month period ended June 30, 2016.

Provision for Income taxes. During the six month period ended June 30, 2017, we incurred $226,890 in income taxes compared to $-0- during the six month period ended June 30, 2016.

Net Income. Thus, this resulted in net income of $697,077 during the six month period ended June 30, 2017 as compared to net income of $357,986 incurred during the six month period ended June 30, 2016.

Other Comprehensive Gain (Loss). During the six month period ended June 30, 2017, we recorded a foreign exchange adjustment of $4,000 as compared to ($386,533) during the six month period ended June 30, 2016.

Comprehensive Income (Loss). Thus, during the six month period ended June 30, 2017, our comprehensive income was $701,077 or $0.01 per share compared to a comprehensive loss of ($28,547) or ($0.01) for the six month period ended June 30, 2016. The weighted average number of shares outstanding was 54,296,541 for the six month period ended June 30, 2017 compared to 34,218,577 for the six month period ended June 30, 2016.

Three Month Period Ended June 30, 2017 Compared to Three Month Period Ended June 30, 2016.

We generated revenue during the three month period ended June 30, 2017 in the amount of $1,022,570 compared to $810,030 generated during the three month period ended June 30, 2016 (an increase of $212,540).

Cost of sales: During the three month period ended June 30, 2017, cost of sales was $612,766 compared to $393,092 during the three month period ended June 30, 2016 (an increase of $219,674). The change in products sold in the three month period ended June 30, 2017 contributed to an increase in our gross margin over the three month period ended June 30, 2016. 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, 2016.

Gross Profit. Thus, based on the above, our gross profit increased to $~~409~~1,~~804~~707,112 during the ~~three~~nine month period ended ~~June~~September 30, ~~2017~~ 2017 from $~~416~~449,~~938~~319 during the ~~three~~nine month period ended ~~June~~September 30, 2016.

Operating expenses: During the ~~three~~nine month period ended ~~June~~September 30, 2017, we incurred operating expenses in the amount of $~~240~~730,~~026 compared~~983 compared to operating expenses incurred during the ~~three~~nine month period ended ~~June~~September 30, 2016 of $~~231~~574,~~207~~597 (an increase of $8156,~~819~~386). ~~Operating~~ Operating expenses include: (i) compensation of $~~152~~479,~~510~~292 (2016: $~~127~~368,~~962~~799); (ii) occupancy costs of $1652,~~681~~406 (2016: $1751,~~496~~592); (iii) ~~travel~~ travel of $1255,~~113~~701 (2016: $1327,~~143~~102); (iv) professional fees of $3766,~~113~~444 (2016: $2140,~~547~~287); (v) communication of $27,~~084~~102 (2016: $24,~~137~~319); ~~and~~ and (vi) office and general of $1970,~~524~~037 (2016: $4879,~~922~~139). In respect of compensation, more labor charges were capitalized to the ~~work~~ work in process projects during the ~~three~~nine month period ended ~~June~~September 30, 2017 compared to the ~~three~~nine month period ended ~~June~~ September 30, 2016 due to the timing and completion of specific projects resulting in an increase of $24110,~~548~~493 being charged in 2017. Travel ~~decreased~~ increased by $128,~~030~~599 as we focused on acquiring new customers and opportunities during the nine month period ended September 30, 2017 as compared to the same period in 2016. Professional fees increased by $1526,~~556~~157 in the ~~three~~nine month period ended ~~June~~ September 30, 2017 as the additional charges associated with our auditors were incurred during this time frame, which we did not incur in 2016. Office and general expenses decreased by $299,~~398~~102 due to an increase in selling expenses during 2016 as we purchased brochures ~~and~~ and other materials to assist in marketing our products in 2016.

Income from Operations. Thus, this resulted in a profit before other income of $~~169~~976,~~778~~129 during the ~~three~~nine month period ended ~~June~~September 30, 2017 compared to a ~~profit~~loss before other income of ($~~185~~125,~~731~~278) during the ~~three~~nine month period ended ~~June~~September 30, 2016.

Other Income (Expense). During the ~~three~~nine month period ended ~~June~~September 30, 2017, we recorded ($522,~~165~~162) in other ~~income~~expense as compared to other ~~income~~ expense of ($2729,~~056~~257) recorded in the ~~three~~nine month period ended ~~June~~September 30, 2016. The continued weakening Canadian dollar in 2017 against the United States dollar resulted during the ~~three~~nine month period ended ~~June~~September 30, 2017 in a foreign exchange loss ~~gain~~ of ($538,~~165~~892) compared to a foreign exchange ~~gain~~loss of ($2761,~~056~~057) during the ~~three~~nine month period ended ~~June~~September 30, 2016 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 $61,054 in expenses associated with recovery of scientific research and development expenditures during the nine month period ended September 30, 2017 compared to $31,800 during the nine month period ended September 30, 2016.

Net income (loss) before income taxes. Thus, during the ~~three~~nine month period ended ~~June~~September 30, 2017, this resulted in net income ~~before~~ before income taxes of $~~174~~998,~~943~~291 compared to a net loss of ($~~212~~154,~~787~~535) during the ~~three~~nine month period ended ~~June~~September 30, 2016.

Provision for Income taxes. During the ~~three~~nine month period ended ~~June~~September 30, 2017, we incurred $28264,~~266~~547 in income taxes compared to $-0- during the ~~three~~nine month period ended ~~June~~September 30, 2016.

Net Income. Thus, this resulted in net income of $~~146~~733,~~678~~744 during the ~~three~~nine month period ended ~~June~~September 30, 2017 as compared to a net ~~income~~ loss of ($~~212~~153,~~787~~585) incurred during the ~~three~~nine month period ended ~~June~~September 30, 2016.

Other Comprehensive Gain (Loss). During the ~~three~~nine month period ended ~~June~~September 30, 2017, we recorded a foreign exchange adjustment of (of $10130,~~168)~~904 as compared to ($~~71,825)~~950 during the ~~three~~nine month period ended ~~June~~September 30, 2016.

Comprehensive Income (Loss). Thus, during the ~~three~~nine month period ended ~~June~~September 30, 2017, our comprehensive income was $~~136~~864,~~510~~648 or $0.0001 per share compared to a comprehensive ~~income~~loss of ($~~140~~153,~~962~~585) or ($0.000) for the ~~three~~nine month period ended ~~June~~September 30, 2016. The ~~weighted~~ weighted average number of shares outstanding was 54,296,541 for the ~~three~~nine month period ended ~~June~~September 30, 2017 compared to 4934,~~295~~218,~~500 for~~577 for the ~~three~~nine month period ended ~~June~~September 30, 2016.

Three Month Period Ended September 30, 2017 Compared to Three Month Period Ended September 30, 2016.

We generated revenue during the three month period ended September 30, 2017 in the amount of $339,916 compared to $53,619 generated during the three month period ended September 30, 2016 (an increase of $286,297).

Cost of sales: During the three month period ended September 30, 2017, cost of sales was $30,702 compared to $44,159 during the three month period ended September 30, 2016 (a decrease of $13,457). The change in products sold in the three month period ended September 30, 2017 contributed to a decrease in our gross margin over the three month period ended September 30, 2016. 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 September 30, 2016.

Gross Profit. Thus, based on the above, our gross profit increased to $309,214 during the three month period ended September 30, 2017 from $9,460 during the three month period ended September 30, 2016.

Operating expenses: During the three month period ended September 30, 2017, we incurred operating expenses in the amount of $200,107 compared to operating expenses incurred during the three month period ended September 30, 2016 of $150,961 (an increase of $49,146). Operating expenses include: (i) compensation of $130,597 (2016: $118,611); (ii) occupancy costs of $17,058 (2016: $15,779); (iii) travel of $5,440 (2016: $8,628); (iv) professional fees of $11,378 (2016: $4,591); (v) communication of $2,783 (2016: $3,223); and (vi) office and general of $32,851 (2016: $129). In respect of compensation, more labor charges were capitalized to the work in process projects during the three month period ended September 30, 2017 compared to the three month period ended September 30, 2016 due to the timing and completion of specific projects resulting in an increase of $11,986 being charged in 2017. Travel decreased by $3,188 as compared to the same period in 2016. Professional fees increased by $6,787 in the three month period ended September 30, 2017 as the additional charges associated with our auditors were incurred during this time frame, which we did not incur in 2016.

Income from Operations. Thus, this resulted in a profit before other income of $109,107 during the three month period ended September 30, 2017 compared to a loss before other income of ($141,501) during the three month period ended September 30, 2016.

Other Income (Expense ). During the three month period ended September 30, 2017, we recorded ($34,783) in other expense as compared to other income of $312,507 in the three month period ended September 30, 2016. The continued weakening Canadian dollar in 2017 against the United States dollar resulted during the three month period ended September 30, 2017 in a foreign exchange loss of ($36,004) compared to a foreign exchange gain of $280,707 during the three month period ended September 30, 2016 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. During the three month period ended September 30, 2017, we further realized recovery of scientific research and development expenditures in the amount of $1,221 compared with $-0- during the three month period ended September 30, 2016.

Net income (loss) before income taxes. Thus, during the three month period ended September 30, 2017, this resulted in net income before income taxes of $74,324 compared to $171,606 during the three month period ended September 30, 2016.

Provision for Income taxes. During the three month period ended September 30, 2017, we incurred $36,657 in income taxes compared to $-0- during the three month period ended September 30, 2016.

Net Income. Thus, this resulted in net income of $7,180 during the three month period ended September 30, 2017 as compared to net income of $37,667 during the three month period ended September 30, 2016.

Other Comprehensive Gain (Loss). During the three month period ended September 30, 2017, we recorded a foreign exchange adjustment of $126,904 as compared to $315,659 during the three month period ended September 30, 2016.

Comprehensive Income (Loss). Thus, during the three month period ended September 30, 2017, our comprehensive income was $164,571 or $0.00 per share compared to a comprehensive income of $486,665 or $0.00 for the three month period ended September 30, 2016. The weighted average number of shares outstanding was 54,296,541 for the three month period ended September 30, 2017 compared to 49,295,500 for the three month period ended September 30, 2016.

LIQUIDITY AND CAPITAL RESOURCES

As of ~~June~~September 30, 2017

As of ~~June~~September 30, 2017, our current assets were $12,~~733~~970,~~318~~527 and our current liabilities were $~~957~~2,~~740~~032,474, which resulted in a working capital surplus of $~~775~~938,~~576~~053. As of ~~June~~September 30, 2017, current assets were comprised of: (i) $~~879~~958,~~710~~849 in cash; (ii) $~~511~~1,~~239~~277,018 in amounts receivable, net; (iii) $~~292~~687,~~275~~105 in inventory; (iv) $26,~~141~~090 in sales tax recoverable; (v) $10,~~168~~573 in security deposits; and (vi) $1310,~~785~~892 in prepaid expenses. As of ~~June~~September 30, 2017, current liabilities were comprised of: (i) $~~201~~218,~~776~~316 in accounts payable and accrued expenses; (ii) $~~506~~1,~~845~~529,604 in customer deposits; (iii-v) $1311,~~824~~267 in warranty provision; (iv) $~~226~~264,~~890~~547 in incomes taxes payable; and (v) $8,~~405~~ 740 in current portion of obligation under capital lease.

As of ~~June~~September 30, 2017, our total assets were $13,~~869~~105,~~307~~807 comprised of: (i) $12,~~733~~970,~~318~~527 in current assets; and (ii) $135,~~989~~280 in fixed assets, net of depreciation. The ~~decrease~~increase of total assets during the ~~six~~nine month period ended ~~June~~September 30, 2017 from December 31, 2016 was primarily due aan ~~decrease~~increase in ~~inventory~~amounts receivable, net of $1984,~~197,680,~~611 $ and ~~$66,966~~an increase in ~~sales~~cash ~~tax~~of ~~recoverable~~$479,469.

As of ~~June~~September 30, 2017, our total liabilities were $~~968~~2,~~254~~041,184 comprised of: (i) $~~957~~2,~~740~~032,474 in current liabilities; and (ii) $108,~~514~~710 in obligation under capital lease. The decrease in liabilities during the ~~six~~nine month period ended ~~June~~September 30, 2017 from December 31, 2016 was primarily due to a decrease in ~~customer~~income ~~deposits~~taxes payable of $1264,~~328~~547,~~946,~~ ~~notes~~a ~~payable~~decrease in customer deposits of $~~100~~306,~~000~~187 and ~~accounts~~a ~~payable~~decrease ~~and~~in ~~accrued~~notes ~~expenses~~payable of $~~139~~100,~~402~~000.

Total stockholders’ equity increased from $199,975 as of December 31, 2016 to $~~901~~1,~~053~~064,623 as of ~~June~~September 30, 2017.

Cash Flows from Operating Activities

For the ~~six~~nine month period ended ~~June~~September 30, 2017, net cash flows provided by operating activities was $~~516~~476,~~281~~362 consisting ~~primarily~~ primarily of net income of $~~697~~733,~~077~~744. Net cash flows provided by operating activities was adjusted by $1320,~~357~~444 in depreciation. ~~Net~~ Net cash flow from operating activities was further changed by: (i) an increase of $~~218~~984,~~831~~610 in accounts receivable; (ii) a decrease of $1802,~~197,680~~850 in inventory; (iii) an increase of $~~3,109~~215 in prepaid expenses; (iv) ana ~~increase~~decrease of $~~340~~746 in security deposit; (v) a decrease of $~~139~~122,~~403~~863 in accounts payable and accrued expense; (vi) a decrease of $1306,~~328,946~~188 in customer deposits; (vii) an increase of $42,~~939~~ 382 in warranty payable; and (viii) an increase of $~~293~~331,~~856~~565 in taxes recoverable/payable.

For the ~~six~~nine month period ended ~~June~~September 30, 2016, net cash flows provided by operating activities was $~~680~~314,~~897~~963 consisting primarily of of net ~~income~~loss of $~~357~~154,~~986~~535. Net cash flows provided by operating activities was adjusted by $916,~~609~~023 in depreciation. Net cash flow from operating activities was further changed by: (i) ana ~~increase~~decrease of $~~380~~202,~~213~~182 in accounts receivable; (ii) an increase of $~~280~~830,~~572~~631 in inventory; (iii) aan ~~decrease~~increase of $32,566 in prepaid expenses; (iv) a decrease of $~~795~~884 in security deposit; (v) an increase of $~~199~~164,~~114~~ 168 in accounts payable and accrued expense; (vi) an increase of $~~789~~947,~~065~~542 in ~~deferred~~customer ~~revenue~~deposits; (vii) an increase of $54,~~934~~ 336 in warranty payable; and (viii) a decrease of $2032,~~824~~440 in taxes recoverable/payable.

Cash Flows from Investing Activities

For the ~~six~~nine month period ended ~~June~~September 30, 2017, net cash flows used in investing activity was $~~-0-~~1,121 consisting of purchase of fixed assets compared to net cash flows used in investing activity of $65,~~051~~998 during the ~~six~~nine month period ended ~~June~~September 30, 2016.

Cash Flows from Financing Activities

For the ~~six~~nine month period ended ~~June~~September 30, 2017, net cash flow used in financing activity was $~~103~~104,~~282~~751 consisting of $34,~~282~~751 in ~~obligation~~ obligation under capital lease, net of repayments, and $100,000 in repayment of notes payable compared to net cash flow used in ~~financing~~ financing activity of $13,~~814~~884 during the ~~six~~nine month period ended ~~June~~September 30, 2016 consisting of $13,~~814~~884 in 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 2017, 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~~ 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 and Tennessee Rand, are consistently submitting new projects. We had $1,860,401 of project work in process at the end of December 31, 2016 with a total contract value of approximately $2,800,000. WeAs of ~~have~~the ~~received~~date ~~committed~~of ~~future~~this ~~orders of~~Quarterly ~~over~~Report, we have $~~593~~665,~~395,~~752.00 ~~which~~of ~~are~~project ~~anticipated~~work toin beprocess ~~completed~~with ~~during~~a ~~the~~total ~~first~~contract ~~half~~value of approximately ~~2017~~$2,739,000. ~~Other~~Revenue ~~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 ~~six~~nine month period ended ~~June~~September 30, 2017.

Settlement Agreement/Convertible Note

On October 18, 2016, our Board of Directors authorized the issuance of an aggregate 5,000,000 post Reverse Stock Split shares of restricted common stock to certain unrelated parties. We received certain conversion notices dated October 18, 2016 from the unrelated parties (collectively, the “Conversion Notices”) and authorized the issuance of 5,000,000 shares of our post Reverse Stock split restricted common stock. The shares were issued in a private transaction to two non-United States residents, in reliance on Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The parties acknowledged that the securities to be issued have not been registered under the Sec45.83urities Act and that they understood the economic risk of an investment in the securities

On August 26, 2016, Bernardino Paolucci, our President/Chief Executive Officer, entered into those certain debt purchase agreements dated August 26, 2016 (each, the “Debt Purchase Agreement”), which each Debt Purchase Agreement was consummated on September 2, 2016 with payment of consideration. It was previously reported and disclosed that the Company had issued: (i) that certain convertible promissory note dated December 15, 2006 in the principal amount of $60,000.00 (the “Treanor Convertible Note”), to Stephen Treanor (“Treanor”), which a portion of the principal and accrued interest in the amount of $36,000 was subsequently settled pursuant to the terms and provisions of that certain settlement agreement dated December 15, 2009 between the Company and Treanor (the “Treanor Settlement Agreement”); (ii) that certain convertible promissory note dated April 15, 2008 in the principal amount of $40,000.00 (the “Boyle Convertible Note”), to Donna Boyle (“Boyle”), which all the principal and accrued interest in the amount of $41,600.00 was subsequently settled pursuant to the terms and provisions of that certain settlement agreement dated December 15, 2009 between the Company and Boyle (the “Boyle Settlement Agreement”); and (iii) that certain convertible promissory note dated December 15, 2006 in the principal amount of $60,000.00 (the “Russell Convertible Note”), to Raymond Russell (“Russell”), which a portion of the principal and accrued interest in the amount of $36,000 was subsequently settled pursuant to the terms and provisions of that certain settlement agreement dated December 15, 2009 between the Company and Russell (the “Russell Settlement Agreement”).

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It was further previously disclosed that in accordance with the terms and provisions of that certain share exchange agreement dated January 27, 2012 (the “Share Exchange Agreement”) between the Company and D Mecatronics Inc., a private corporation (“D Mecatronics”) and the shareholders of D Mecatronics (the “D Mecatronics Shareholders”), the Company acquired all of the total issued and outstanding shares of D Mecatronics in exchange for the issuance of shares of its common stock to the D Mecatronic Shareholders and the assignment the Treanor Convertible Note, the Boyle Convertible Note and the Russell Convertible Note to Mr. Paolucci (collectively, the “Convertible Notes”).

During the first quarter of 2016, it was determined that as of the date of the Share Exchange Agreement, there were certain inaccuracies regarding the amounts recorded as owing on the convertible Notes payable that were assigned to Mr. Paolucci. These Convertible Notes were converted for 75,733 shares of common stock in January 2015. Upon making this determination, Mr. Paolucci terminated the transaction, returned his shares to treasury for cancellation and reinstated the Convertible Notes.

As of the date of the Debt Purchase Agreements, the aggregate amount that remained due and owing under the Treanor Convertible Note, the Boyle Convertible Note and the Russell Convertible Note was $39,864.00 (the “Debt”). Mr. Paolucci was the holder of all right, title and interest in and to the Debt due and owing by the Company, which Debt is evidenced on the audited and reviewed financial statements of the Company commencing as filed with the Securities and Exchange Commission. Therefore, on September 7, 2016, two separate unrelated parties entered into a separate Debt Purchase Agreement with Mr. Paolucci for payment of consideration each in the amount of $12,500.00 (each, the “Purchase Price”) and Mr. Paolucci sold and transferred all of his respective right, title and interest, including conversion rights of $0.005 per share, in and to the Debt.

As of the date of this Quarterly Report, an aggregate $25,000 of the Debt was converted into 5,000,000 shares of common stock.

On January 17, 2017, the Board of Directors authorized the execution of that certain settlement agreement (the Settlement Agreement”) and corresponding promissory note (the “Note”) between the Company and Mr. Paolucci. In accordance with the terms and provisions of the Settlement Agreement, Mr. Paolucci agreed to refrain from converting certain debt into shares of our common stock and to accept the settlement and payoff of $100,000 (the “Settlement Debt”). Mr. Paolucci’s agreement to forego his right and opportunity to convert the debt into approximately 2,616,600 shares of our common stock represented a large potential monetary loss based upon the anticipated increase in the trading price and valuation of our shares of common stock. As of the date of the Settlement Agreement, our common stock was trading at $1.7425, which represented a then monetary value of $4,559,425.50 in the event such debt was converted. Mr. Paolucci recognized his potential conflict of interest associated with the Settlement Agreement and as a member of the Board of Directors analyzed several factors and criteria with regards to his decision to enter into the Settlement Agreement as being in the best interests of the Company and its shareholders. The Note was paid in full during fiscal year 2017.

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.

The base rent is $8,400 CDN per month. As at December 31, 2016, the aggregate minimum annual lease payments under operating lease was $58,500 for 2016. Total remaining lease payments of $210,000 CDN are required to the lease expiration date, which is July 31, 2019.23

22The base rent is $8,400 CDN per month. As at December 31, 2016, the aggregate minimum annual lease payments under operating lease was $58,500 for 2017. Total remaining lease payments of $184,800 CDN are required to the lease expiration date, which is July 31, 2019.

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.

Uses of Estimates

The preparation of interim consolidated financial statements in conformity with U.S. generally accepted accounting principles 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:

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 exceed 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

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Cash and Cash Equivalents

We consider all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents. At ~~June~~September 30, 2017, we had no cash equivalents. We maintain our cash in bank deposit accounts which may exceed federally ~~insured~~ insured limits. As of ~~June~~September 30, 2017, our 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. The entirety of our US bank deposits are insured at ~~June~~September 30, 2017.

Inventory

Inventory, comprised principally of raw materials, is stated at the lower of cost or market using the first-in, first-out (“FIFO”) method. This policy requires D&R to make estimates regarding the market value of our inventory, including an assessment of excess or obsolete inventory. We determine excess and obsolete inventory based on an estimate of the future demand and estimated selling prices for its products.

Allowance for Doubtful Accounts

We extend credit to our customers in the normal course of business. The allowance for doubtful accounts represents our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine 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 we believe it is probable the receivable will not be recovered. Management believes that there are no concentrations of credit risk for which an allowance should be established. Although management believes that no allowance is needed, it is possible that the estimated amount of cash collections with respect to accounts receivable could change. As of ~~June~~September 30, 2017, we have not deemed any accounts uncollectible.

Revenue Recognition

We recognize revenue in accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 101,”Revenue Recognition in Financial Statements” (“SAB 101”) as modified by SEC Staff Accounting Bulletin No.104. Under SAB 101, revenue is recognized when the project is complete, and when collection of the resulting receivable is reasonably assured.

	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.

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~~September 30, 2017, warranty liability was $1311,~~824~~267.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting company.

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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~~September 30, 2017 to provide reasonable assurance that ~~information~~ information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, ~~summarized~~ 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 September 30, ~~2016~~2017, management identified significant deficiencies related to: (i) the absence of an Audit Committee as of September 30, ~~2016~~2017; 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, 2014. 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.

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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~~September 30, 2017. 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 ~~six~~nine month period ended ~~June~~September 30, 2017.

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. The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit Number		Description
3.1		Articles of Incorporation of Ecoland International Inc. and all amendments thereto incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Registration Statement on Form SB-2 on February 1, 2007 and the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2012.
3. 1		Articles of Incorporation of Ecoland International Inc. and all amendments thereto incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Registration Statement on Form SB-2 on February 1, 2007 and the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2012.
3.2		Bylaws of Ecoland International Inc. incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Registration Statement on Form SB-2 on February 1, 2007
10.1		Share Exchange Agreement between Ecoland International Inc. and D&R Technologies Inc
10.2		Lease Agreement between STENVI STEEL CO. LTD. (The Landlord) and D & R TECHNOLOGY INC. (The Tenant) incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on August 20, 2012.
10.3		Lease between Stenvi Steel Co. Ltd and D&R Technology Inc. dated March 10, 2010 incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.4		Stock Purchase Agreement among D&R Technology, Inc. and certain selling shareholders of Ecoland International Inc. dated November 7, 2011 as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on February 8, 2013.
10.5		Rescission Agreement among D&R Technology Inc. and certain shareholders of Ecoland International Inc. dated January 27, 2012 2011 as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on February 8, 2013.
10.6		Convertible Promissory Note between Ecoland International Inc. and Stephen Treanor dated December 15, 2006 incorporated herewith as filed with the Securities and Exchange Commission as an exhibit to the SB-2 Registration Statement on April 18, 2007.
10.7		Convertible Promissory Note between Ecoland International Inc. and Raymond Russell dated December 15, 2006 incorporated herewith as filed with the Securities and Exchange Commission as an exhibit to the S-1 Registration Statement on April 18, 2007.
10.8		Convertible Promissory Note between Ecoland International Inc. and Donna Boyle dated April 15, 2008 incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.9		Purchase Order 013863 dated March 6, 2012 from Broshco Fab Products incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.

10.10		Purchase Order 39066968 dated September 14, 2011 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.11		Purchase Order 39073789 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.12		Purchase Order 39074711 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.13		Purchase Order 39079925 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.14		Purchase Order 39082436 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.15		Purchase Order 39083371 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.16		Purchase Order 39083718 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.17		Purchase Order 4006857 from Manufacturers Industrial Group incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.18		Settlement Agreement between Ecoland International Inc. and Stephen Treanor dated December 15, 2009 incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.19		Settlement Agreement between Ecoland International Inc. and Raymond Russell dated December 15, 2009 incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.20		Settlement Agreement between Ecoland International Inc. and Donna Boyle dated December 15, 2009 incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.21		Purchase Order 39076849 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on December 17, 2012 2011 as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on February 8, 2013.
10.22		Purchase Order 39064982 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on December 17, 2012 2011 as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on February 8, 2013.
10.23		Purchase Order 39043224 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on December 17, 2012 2011 as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on February 8, 2013.

10.24		Purchase Order 39061937 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on December 17, 2012 2011 as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on February 8, 2013.
10.8		Convertible Promissory Note between Ecoland International Inc. and Donna Boyle dated April 15, 2008 incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.25		Assignment Agreement dated January 2, 2013 between Stephen Treanor and Bernardino Paolucci 2011 as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on February 8, 2013.
10.9		Purchase Order 013863 dated March 6, 2012 from Broshco Fab Products incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.26		Assignment Agreement dated January 2, 2013 between Raymond Russell and Bernardino Paolucci 2011 as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on February 8, 2013.
10.10		Purchase Order 39066968 dated September 14, 2011 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.27		Assignment Agreement dated January 2, 2013 between Donna Boyle and Bernardino Paolucci.
10.11		Purchase Order 39073789 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.28		Purchase Order 39099733 Rev. 2 dated February 5, 2013 from Johnson Controls 2011 as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on February 8, 2013.
10.12		Purchase Order 39074711 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.29		Purchase Order 50382 dated November 15, 2011 with PWO Canada Inc. as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on March 20, 2013.
10.13		Purchase Order 39079925 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.30		Purchase Order 182366 dated November 23, 2011 Toyota Boshuku as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on March 20, 2013.
10.14		Purchase Order 39082436 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.31		Purchase Order 182367 Dated November 28, 2011 with Toyota Boshuku as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on March 20, 2013.
10.15		Purchase Order 39083371 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.32		Purchase Order 40863 dated February 4, 2012 with Toyota Boshuku as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on March 20, 2013.
10.16		Purchase Order 39083718 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
10.33		Purchase Order 21052074 dated March 12, 2012 with Johnson Controls as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on March 20, 2013.
10.17		Purchase Order 4006857 from Manufacturers Industrial Group incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
16.1		Letter from De Joya Griifith LLC dated April 21, 2015 filed as exhibit to Current Report on Form 8-K regarding Item 4.01 with the Securities and Exchange Commission on April 22, 2015.
10.18		Settlement Agreement between Ecoland International Inc. and Stephen Treanor dated December 15, 2009 incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
16.1.2		Letter from De Joya Griffith LLC dated April 22, 2015 filed as an exhibit to Current Report on Form 8-K regarding Item 4.02 with the Securities and Exchange Commission on April 22, 2015.
10.19		Settlement Agreement between Ecoland International Inc. and Raymond Russell dated December 15, 2009 incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
21		List of Subsidiaries incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on December 17, 2012
10.20		Settlement Agreement between Ecoland International Inc. and Donna Boyle dated December 15, 2009 incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on October 11, 2012.
99.1		Audited financial statements of D&R Technologies Inc. incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on August 20, 2012.
10.21		Purchase Order 39076849 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on December 17, 2012 2011 as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on February 8, 2013.
99.2		Unaudited pro forma combined financial statements of D&R and Ecoland International Inc. incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on August 20, 2012.
10.22		Purchase Order 39064982 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on December 17, 2012 2011 as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on February 8, 2013.
99.3		Press Release of Novus Robotics Inc. dated January 5, 2013 as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on March 20, 2013.
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 *

10.23		Purchase Order 39043224 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on December 17, 2012 2011 as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on February 8, 2013.

10.24		Purchase Order 39061937 from Johnson Controls incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on December 17, 2012 2011 as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on February 8, 2013.

10.25		Assignment Agreement dated January 2, 2013 between Stephen Treanor and Bernardino Paolucci 2011 as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on February 8, 2013.

10.26		Assignment Agreement dated January 2, 2013 between Raymond Russell and Bernardino Paolucci 2011 as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on February 8, 2013.

10.27		Assignment Agreement dated January 2, 2013 between Donna Boyle and Bernardino Paolucci.

10.28		Purchase Order 39099733 Rev. 2 dated February 5, 2013 from Johnson Controls 2011 as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on February 8, 2013.

10.29		Purchase Order 50382 dated November 15, 2011 with PWO Canada Inc. as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on March 20, 2013.

10.30		Purchase Order 182366 dated November 23, 2011 Toyota Boshuku as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on March 20, 2013.

10.31		Purchase Order 182367 Dated November 28, 2011 with Toyota Boshuku as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on March 20, 2013.

10.32		Purchase Order 40863 dated February 4, 2012 with Toyota Boshuku as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on March 20, 2013.

10.33		Purchase Order 21052074 dated March 12, 2012 with Johnson Controls as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on March 20, 2013.

16.1		Letter from De Joya Griifith LLC dated April 21, 2015 filed as exhibit to Current Report on Form 8-K regarding Item 4.01 with the Securities and Exchange Commission on April 22, 2015.

16.1.2		Letter from De Joya Griffith LLC dated April 22, 2015 filed as an exhibit to Current Report on Form 8-K regarding Item 4.02 with the Securities and Exchange Commission on April 22, 2015.

21		List of Subsidiaries incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on December 17, 2012

99.1		Audited financial statements of D&R Technologies Inc. incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on August 20, 2012.

99.2		Unaudited pro forma combined financial statements of D&R and Ecoland International Inc. incorporated herewith as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on form 8-K on August 20, 2012.

99.3		Press Release of Novus Robotics Inc. dated January 5, 2013 as filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K on March 20, 2013.

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.

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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 18, 2017	By:	/s/ Berardino Paolucci
Dated: November 13, 2017	By:	/s/ Berardino Paolucci
		Berardino Paolucci,
		President/Chief
		Executive Officer

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Filing Compare · Novus Robotics Inc.