UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
AMENDMENT NO  5 TO
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
February 1, 2012
Date of Report (Date of earliest event reported)
 
NOVUS ROBOTICS INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
333-140396
 
20-3061959
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
7669 Kimbal Street
Mississauga, Ontario
Canda
 
L5S 1A7
(Address of principal executive offices)
 
(Zip Code)
 
(905) 672-7669
Registrant’s telephone number, including area code
 
Ecoland International Inc.
14 The Link, Mornigside
Sandton 2196 South Africa
 (Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
x
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 
SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS
 
ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
 
Share Exchange Agreement
 
Ecoland International, Inc., now known as Novus Robotics Inc., a Nevada corporation (the “Corporation”), D&R Technology Inc., a private corporation (“D&R Technology”) and, Beradino Paolucci and Drakso Karanovic, the shareholders of D&R Technology Inc. (the “D&R Shareholders”) entered into that certain share exchange agreement dated January 27, 2012 (the “Share Exchange Agreement”). The Board of Directors of the Corporation 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, the Corporation issued an aggregate of 59,000,000 shares of its 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. The Board of Directors of the Corporation deemed it in the best interests of the shareholders of the Corporation 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 overall business operations of the Corporation thus bringing potential value to its 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 are currently being held by D Mecatronics on behalf of these shareholders) .
 
In accordance with further terms and provisions of the Share Exchange Agreement, that certain employment agreement dated June 1, 2009 (the “Employment Agreement”) between the Corporation and David Wallace (“Wallace”) would be terminated and Wallace would waive any and all rights or claims to compensation due and owing under the terms of the Employment Agreement, including any liquidated damages due and owing Wallace under any currently existing severance pay plan for employees and any payments of benefits under any existing benefit coverages in which Wallace was participating in accordance with the terms of such benefit coverages (as that term is defined in the Employment Agreement).
 
Lastly, the Corporation provided to D&R Technology the reviewed balance sheet and statements of operation, stockholders' equity and cash flows as of and for the quarter ended November 30, 2011 (the “Financial Statements”). The Corporation had three liabilities reflected on the balance sheet of the Financial Statements: (i) $359,477 in notes payable – related parties, which related party is Wallace (the “Related Party Debt”); (ii) $26,574 in accounts payable and accrued liabilities (“Accounts Payable”); and (ii) $250,622 in notes payable, which consist of those certain convertible notes as follows: (a) convertible promissory note dated April 15, 2008 in the principal amount of $40,000 issued to Donna Boyle, (b) convertible promissory note dated December 15, 2006 in the principal amount of $60,000 issued to Raymond Russell, and (c) convertible promissory note dated December 15, 2006 in the principal amount of $60,000 issued to Stephen Treanor (collectively, "the Convertible Promissory Notes"). On December 15, 2009, the Corporation entered into three separate settlement agreements with Raymond Russell, Donna Boyle and Stephen Treanor, respectively (collectively, the Settlement Agreements"), with regards to the aggregate amounts due and owing to each creditor under the respective Convertible Promissory Note. In accordance with the Settlement Agreement with Stephen Treanor: (i) an aggregate of $72,000 in principal and accrued interest was agreed as due and owing as of December 15, 2009; and (ii) the Corporation agreed to convert $36,000 of the Convertible Note into shares of common stock of the Corporation at the rate of $0.005 per share. In accordance with the Settlement Agreement with Raymond Russell: (i) an aggregate of $72,000 in principal and accrued interest was agreed as due and owing as of December 15, 2009; and (ii) the Corporation agreed to convert $36,000 of the Convertible Note into shares of common stock of the Corporation at the rate of $0.005 per share. In accordance with the Settlement Agreement with Donna Boyle: (i) an aggregate of $41,600 in principal and accrued interest was agreed as due and owing as of December 15, 2009; and (ii) the Corporation agreed to convert $41,600 of the Convertible Note into shares of common stock of the Corporation at the rate of $0.005 per share. Thus, there is no remaining liability associated with Donna Boyle. The remaining liability associated with Stephen Treanor and Raymond Russell is $36,000 plus accrued interest, respectively. The Corporation is currently in default of the Convertible Promissory Note regarding the remaining aggregate $36,000 due and owing to each of Messrs. Treanor and Russell, which accrues interest at the rate of 8% per annum until paid in full.
 
The Corporation warranted and represented that based upon negotiations and discussions with Ms. Boyle and Messrs. Russell and Treanor, the Convertible Notes would be assigned and transferred at closing to certain individuals and in those denominations as specified by D&R Technology. Effective January 2, 2013, Ms. Boyle and Messrs. Russell and Treanor entered into assignments with Mr. Dino Paolucci, our President/Chief Executive Officer, assigning to Mr. Paolucci all of their respective right, title and interest in and to the Convertible Notes and Settlement Agreements (collectively, the "Assignments"). Thus, in the event Mr. Paolucci converts the aggregate debt of $185,600 into shares of common stock at the conversion rate of $0.005, 37,120,000 shares will be issued to Mr. Paolucci. As of the date of this Current Report, the debt has not been converted but could be converted at any time by Mr. Paolucci resulting in the further issuance of 37,120,000 shares of common stock to Mr. Paolucci. The Corporation further warranted and represented that Wallace waived payment of the Related Party Debt as reflected in the waiver and settlement agreement between the Corporation and Wallace dated January 27, 2012. The Corporation further warranted and represented that it has satisfied or will satisfy in full by closing all amounts due and owing under the Accounts Payable.
 
D&R Technology also had a payable balance as of December 31, 2011 due to the Company, which would be eliminated upon merger. The balance of the payable to the Company was $6,360 at December 31, 2011. The amount represented an advance by the Company to D&R Technology to satisfy legal and other closing costs associated with the transaction that were being paid directly by D&R Technology.
 
 
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Stock Purchase Agreement
 
The Corporation previously announced that certain controlling shareholders of the Corporation, who were Capitalsense Ltd., Altimo Ltd., Cimarron Capital Ltd. and David Wallace (the “Controlling Shareholders”), and D&R Technology entered into a stock purchase agreement dated November 7, 2011 (the “Stock Purchase Agreement”). In accordance with the terms and provisions of the Stock Purchase Agreement, the Controlling Shareholders were to transfer an aggregate of 59,000,000 shares of restricted common stock of the Corporation held of record by the Controlling Shareholders to D&R Technology. The terms and provisions of the Stock Purchase Agreement and the subsequent Rescission Agreement required the payment of $262,000 by the Corporation to the Controlling Shareholders. However, the Controlling Shareholders agreed to forgo the required payment by the Corporation and no payment was made or will be made. There is no written agreement memoralizing this verbal agreement.
 
Termination Agreement
 
Subsequently, it was determined that the structure and transaction represented by the Stock Purchase Agreement did not reflect the intent and strategic goals of the parties in that the Corporation desires to make D&R Technology its wholly-owned subsidiary. It was determined that the Stock Purchase Agreement previously entered into did not result in D&R Technology becoming the wholly-owned subsidiary of the Corporation . Therefore, the Controlling Shareholders and D&R Technology entered into that certain termination agreement dated January 27, 2012 (the “Termination Agreement”), pursuant to which the parties rescinded the Stock Purchase Agreement and the Controlling Shareholders returned to the Corporation their respective share certificates evidencing the aggregate 59,000,000 shares of common stock of the Corporation. The respective share certificates received from the Controlling Shareholders were cancelled and the 59,000,000 shares of common stock were returned to treasury.  Thus, neither D&R Technology nor the Controlling Shareholders no longer retained the general respective rights attributable to shareholders of the Corporation. Any differences between the parties concerning the nature of the structure of the transaction requiring a share exchange agreement and the return of the 59,000,000 shares of common stock for cancellation and return to treasury were resolved. The Controlling Shareholders returned their respective shares to the Corporation with the understanding that the shares were to be cancelled and returned to treasury as a condition precedent to consummation of the Share Exchange Agreement whereby 59,000,000 shares of common stock of the Corporation were going to be issued in exchange for the total issued and outstanding shares of common stock of D&R Technology.
 
SECTION 2. FINANCIAL INFORMATION
 
ITEM 2.01 COMPLETION OF ACQUISITON OR DISPOSITION OF ASSETS
 
The Corporation refers to Item 1.01 above, “Entry into Material Definitive Agreement” and incorporates the contents of that section herein, as if fully set forth under this Section 2.01.
 
BUSINESS DEVELOPMENT
 
Historical Business
 
The Corporation was formed in the State of Nevada on June 24, 2005 under the name Guano Distributors, Inc. Prior to its incorporation, on April 15, 2005, David Wallace, its 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 the Corporation. On June 28, 2006, the Corporation amended its Articles of Incorporation to change its name to Ecoland International, Inc.
 
Certificate of Amendment
 
On March 13, 2012, we filed a Certificate of Amendment with the Nevada Secretary of State in order to change our name from “Ecoland International Inc..” to “Novus Robotics Inc.” (the “Name Change”). The Name Change was effective with the Nevada Secretary of State on March 13, 2012 when the Certificate of Amendment was filed. The Name Change was approved by our Board of Directors pursuant to written consent resolutions dated February 21, 2012 and further approved by certain shareholders holding a majority of our total issued and outstanding shares of common stock pursuant to written consent resolutions dated February 21, 2012.
 
 
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We filed the appropriate documentation with FINRA in order to effectuate the Name Change in the OTC Markets. The Name Change was effected on the OTC Markets April 10, 2012. Our new cusip number is 67011H108.
 
Therefore, as of the date of this Current Report, our trading symbol is “NRBT”. Our management deemed it appropriate to change our name to Novus Robotics Inc. in furtherance of and to better reflect the nature of our new business operations.
 
D&R Technology
 
D&R Technology was previously the wholly-owned subsidiary of D Mecatronics Inc., which is a publicly traded corporation trading under the symbol "DMEC" ("D Mecatronics") The controlling shareholders of D&R Technology, Beradino Paoluccis and Drasko Karanovic, are also affiliates of D Mecatronics. Mr. Paolucci is the President/Chief Exeutive Officer and a member of  the Board of Directors of the Corporation and also the President/Chief Executive Officer and a member of the Board of Directors of D Mecatronics Inc. Mr. Karanovic is a member of the Board of Directors of the Corporation and also a member of the Board of Directors of D Mecatronics.
 
DESCRIPTION OF BUSINESS OPERATIONS
 
General
 
The Corporation will be involved in the area of engineering, design and manufacture of robotics and automation technology solutions  for tube bending machine, which management believes will enable the Corporation to become a recognized technology pioneer and market leader in the area of engineering. Through its wholly-owned subsidiary, D&R Technology, the Corporation will provide state of the art automation technologies through its automated tube bending machines which it deisgns, engineers and builds for the automotive industry to solve its customers’ complex automation needs, increase efficiencies and improve manufacturing processes. Serving as a comprehensive engineering partner, the Corporation will work with other leading robotic manufacturers to provide the best automation technologies. The Corporation 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 Current Report, the Corporation has 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.
 
The Corporation is 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. The Corporation also makes precision components and tooling using its own custom-built manufacturing systems, process knowledge and automation technology. The Corporation purchases 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 the Corporation purchases from its suppliers, i.e. Gerrie Electric, Beckhoff, Allen Bradley and others. The Corporation integrates these purchased parts from its suppliers into its electrical and controls design to make the automated tube bending machines operational. The Corporation provides all the programming of the electrical cabinet as well. The computer programming is based upon the specific needs.
 
The Corporation’s business is in its early development and operating stages. To date, the Corporation’s primary activities include designing and installation of retrofits to existing automated systems, automated spare parts for its tube bending machines, automated maintenance and repairs. The Corporation is currently offering products such as Seat Frame Systems, IP Tube systems and Integrated Bend-Weld Systems for the automotive industry. The Corporation’s 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.
 
The Corporation is a full service provider of turn-key production solutions, specializing in tubular components for its tube bending machines. The Corporation's experience is firmly rooted in fabrication solutions for automatedcomponents, such as seat frames and instrument panel beams. The Corporation's 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. The Corporation produces spare parts for the manufacturing equipment it designs. The Corporation does not produce spare parts for automobiles.
 
Industry
 
The automotive parts industry is divided into three tiers of original equipment manufacturers (“OEMs”), which supply automotive manufacturers with parts for new vehicles, and the aftermarket parts suppliers, which manufacture parts for used vehicles.
 
 
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The automobile industry is one of the largest sectors of the global economy. In 2011, a market research firm valued the global automobile components sector at over $1.8 trillion dollars and the global automotive parts and equipment sector at almost $600,000,000. The global automotive manufacturing industry operates in an increasingly aggressive marketplace whose performance is tied directly to performance of the large and growing retail automobile industry. The top six companies in the global manufacturing industry are General Motors (GM), Toyota, Ford, Daimler/Chrysler, Volkswagen and Honda and, of those, the Corporation’s subsidiary, D&R Technology, has produced machines supplying parts and components for five of the top six manufacturers. The systems that the Corporation builds for its customers are for Tier 1 OEM suppliers.  An OEM supplier is an "original equipment manufacturer or, in other words, a company that manufactures products or components that are purchased by a company and retailed under that purchasing company's brand name.  OEM refers to the company that originally manufactured the product. When referring to automotive parts, OEM designates a replacement part made by the manufacturer of the original part. In this usage, OEM means "original equipment from manufacturer" The Tier I OEM suppliers deal directly with the automakers - General Motors, Ford, Nissan, Honda, Toyota, Hyundai etc.  The Corporation supplies the systems to the Tier 1 ORM suppliers that produce the seats, front dashboards and other products for the big automakers.
 
The automotive industry marketplace is the nation’s largest manufacturing industry. It is a marketplace with an estimated value in the hundreds of billions. The nation’s automotive manufacturing industry is tied to the U.S. automotive industry, which is considered one of the largest automotive retail marketplaces in the world. Management reviews marketplace press releases which state that economies are growing steadily from last year and that over the next five years, older automobiles will need to be replaced. India and China are cited as requiring more products for their growing population. Management believes that this demand will require more systems by the Tier 1 OEMs. See "Behind the Wheel" with Phil LeBeau, CNBC Correspondent, published March 15, 2012 and Edmunds.com May 2012 "Auto Sales Forecast: Steady Pace Continues as Summer Approaches".
 
Products
 
The Corporation provides special purpose machinery products and services to Automotive Tier I businesses and their suppliers. The Corporation’s services include design and installation of retrofits to existing systems, spare parts, maintenance, repairs and production support. The Corporation builds seat frame systems and tube processing lines. Each system consists of self contained tooling modules linked by a series of automated transfer or robots. Several modules will be integrated into a processing system by adding single or multi-axis transfer units. This approach allows uniformity of design, which provides ease of expansion, simplicity of operation, and excellent throughput rates.
 
At conception of the project, the Corporation review component designs and provides suggestions to its customers to reduce manufacturing costs. The Corporation works with customers to ensure that proposed systems strike the right balance of throughput, flexibility, automation and tooling/capital budgets. Throughout the project, the Corporation's team managers work to keep the customer's team informed with progress updates, highlighting decision points and tracking component design changes. The Corporation's designs and technologist work to ensure that its production solutions are robust, reliable and maintainable. The Corporation collaborates with its technology partners to ensure that every aspect is leading edge and proven reliable. Ultimately, the Corporation works with its customers to ensure that its production solutions provide value to every level of their organization .
 
The Corporation’s value propositions regarding its machinery products and services are: (i) delivery – providing on-time delivery thereby reducing customer inventory and providing them with overall cost reduction; (ii) quality – products and services that the Corporation delivers are of high quality and have attributes that enable customers to carry out their business functions; and (iii) price – products are competitively priced thus helping customers control their own overhead and expenses. The Corporation works with its customers on a one-to-one basis to the best of its ability to keep its prices competitive and within the customers' budgets. When the Corporation's customers desire to bid on jobs, they contact and provide the Corporation with certain prerequisites. The  Corporation then discusses their respective needs and starts to compile all relevant information into a request for quote file. The Corporation then reviews all compiled information and submits to the customer its quotation regarding pricing.  The Corporation has a very broad and diverse field that it has developed from which to obtain certain pricing. The Corporation would not receive purchase orders to provide its services to the respective customers if its prices were not competitive in the marketplace.  Therefore, the Corporation believes it offers very competitive pricing based upon prior successful demand and awards for its products and services.
 
The Corporation’s primary focus will be placed on product engineering and manufacturing processes to ensure the highest quality, high level of product features, and the most efficient manufacturing process possible. The Corporation will focus its market offerings on two major customer groups: (i) automobile seating manufacturers; and (ii) manufacturers of tubing products. The Corporation's products are listed below:
 
Seat Frame System is comprised of the following of which all components thereof are designed and manufactured by the Corporation:
 
·
Unbundler,  Weld seam station with Roland Seamfinder,  CNC bending stations with barcode readers,
·
Transfers,  Reject Station,   Vertical  4- post press module with tooling change options
·
Material Handling Robots,  Exit racks and Safety Fences.
·
IP Tube System:  Instrument Panel Tube machine makes the bent tube form that holds your steering wheel, gauges etc.  All of these components are held on a tube form.
·
IP Beam System:  Instrument Panel Beam process line:  the machine that produces the beams – which are made from larger diameter tubes for the front and car doors
·
Integrated Bend-Weld System is a system that will transfer the formed tube to a welding station to be welded to the bottom of the seat frame.
 
The automated tube bending machines that the Corporation builds require spare parts that will replace the used and worn out components on various parts of the machines.  The Corporation designs and manufactures the machinery and replaces them as required. The Corporation will provide all maintenance and repair to the machines as the wear and tear of running them over long periods of time becomes evident.
 
 
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Services and Support
 
The Corporation's customer cnetric focus enables its customers to preserve and increase the value fo existing processing equipment. The Corporation provides the following programs and services:
 
Maintenance and Repairs Programs: warranty support, after sales and emergency services, preventative maintenance programs, and spare parts and consumables solutions
 
Value Added Services: system upgrades and rebuilds, control system upgrades, tooling retrofits, pre-production and prototyping requirements, training, equipment relocation and redeployment, systems audit, manufacturing consulting and project management services.
 
Marketing
 
The Corporation’s target customers are: (i) automotive seating manufacturers, who are customers requiring customized machine tools to better serve their clients; and (ii) manufacturers of tubing products, who are customers requiring a value adding process layout. The Corporation will continue to focus its market offerings to automobile seating manufacturers and manufacturers of tubing products. The Corporation does not have any contractual agreements in place with its customers and utilizes purchase orders with its customers. The Corporation’s market research reflects that these customer segments are the most demanding in terms of the engineering, technical service support, and automated machinery design. The Corporation is particularly strong in these areas and will utilize its capacities to serve these clients. The Corporation will seek customers who require production of components used in upper-end product lines. This will provide a further possibility for the Corporation to offer its value-added engineering robotics services.
 
The Corporation has significant economic and commercial reliance and dependence on Johnson Controls Inc. ("JCI"). During the past two years, D&R Technology has received purchase orders from JCI in the amount of $293,468, $559,434, $311,000 and $1,856,500 respectively. Currently, JCI is a major customer of the Corporation after the recession of 2009 through 2010 in which some of the previous customers of the Corporation went into bankruptcy or were acquired by larger companies. Thus, the Corporation has significant economic and commercial dependence on JCI. As a result, the Corporation is subject to significant financial risk in the event of the financial distress of JCI. For the year ended December 31, 2011, 46% of all sales were to JCI and more than 85% of receivables are from JCI. For the fiscal year ended December 31, 2010, JCI comprised approximately 46% of the Corporation's sales and Van Rob & Toyota Boshoku comprised approximately 48% of the Corporation's sales. The Corporation does not have an exclusive agreement with JCI and relies upon bids and subsequent purchase orders. The Corporation's business relationship with JCI is well established having commenced in 2004 with Berardino Paolucci, the Corporation's President/Chief Executive Officer, and Drasko Karanovic, a member of the Board of Directors. Both individuals established a strong relationship with JCI during their tenure at Dieco Technology based upon their respective extensive knowledge of JCI's machines and the manufacturing and servicing section of JCI.
 
The Corporation also produces a 420A system to produce new seat frames. The system is built for Toyota Boshoku Emire, Ontario, to produce the seat frame to be used in their plants for the Rav 4 production. During 2011, D&R Technology received purchase orders to Toyota Boshoku in the amounts of $116,277 and $125,882.
 
The material terms regarding the purchase orders are as follows: (i) progress payment terms consisting of $30% at award of purchase order, 30% at approximate eighty percent completion, 30% at acceptance, and 10% net thirty days' (ii) completion time for designing and building system is generally 23 to 26 weeks; (iii) if spare parts required to construct system, delivery is 3 to 10 weeks from receipt of purchase order and terms for spare parts are net 45 days; and (iv) orders cancellable but in the event engineering and purchase orders for items with a long delivery time are placed with the Corporation's suppliers, the customer is liable for any time, material and costs incurred.
 
As of the date of this Current Report, project work in process is approximately $450,000, which amount is reflected in financials under customer deposit account. The total of purchase order received to date for work is as follows: (i) Toyota Boshoku $242,159; (ii) PWO Canada $282,500; (iii) JCI Holland $181,154; (iv) JCI Plymouth $181,154; (v) Jay Ind (Sarca) $32,280; and (vi) JCI Plymouth $297,166  and $66,918.  This aggregates to $1,102,177, which purchase orders are included as exhibits to the Current Report.
 
The Corporation’s market strategy is to capitalize on its expertise by manufacturing high quality, durable machinery with a significant number of product features and options, which are extremely precise in control of motions. The Corporation will focus on a segment of the market and attempt to achieve the best reputation within that segment. The Corporation’s goal in the next year is to secure more engineering and manufacturing positions. The Corporation’s goal in the next five years is to continue with its “value added” scheme that will assist the Company in achieving a strong position within the marketplace.
 
Suppliers
 
The majority of raw materials required by the Corporation are readily available from a variety of suppliers. For certain specialty items related to controls, the Corporation has two principal suppliers: (i) Allen Bradly Controls; and (ii) Baldor Controls.
 
The products the Corporation requires for the assembly of its systems come from electrical companies, hydraulic and pneumatic suppliers and control system from automation companies.  The Corporation does not have exclusive contracts with these companies as it disseminates Requests for Quotations on Pricing and Delivery time in order for the Corporation to maximize savings in the production process.  Examples include:  motors from Rockwell Ind.,  electrical components from Gerrie Electric/Province Electrical hydraulics power unit from Hydrafab. The Corporation machines remaining parts as required.
 
Property
 
The Corporation currently has a three-year lease on a standalone building located at 7669 Kimbel Street, Mississauga, Onatario, Canada, which is 18,000 sq feet.  The lease expires August 1, 2013.  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. The Corporation also has two loading docks for shipping.
 
 
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Employees
 
The Corporation employs fourteen (14) full time employees and two (2) contract engineers. This fluctuates depending on the Corporation's workload. The Corporation also uses temporary employees that have previously worked for the Corporation as required depending on the workload. The Corporation also has its President/Chief Executive Officer, Beradino Paolucci, and a member of its Board of Directors, Draskoi Karanovic, on a full-time basis. These individuals are primarily responsible for all of the Corporation's day-to-day operations. Other services may be provided by outsourcing and consultant and special purpose contracts.
 
Research and Development Activities
 
The Corporation has incurred approximately $746,000 during the past two fiscal years on research and development for its products. None of these research or development costs are borne by the customer.
 
Intellectual Property
 
The Corporation currently uses the Rockwell Automation system in its machines. The Corporation purchases on a yearly basis the automation portion of the system directly from Rockwell Automation, which is known as a "tool kit" The tool kit enables the Corporation to receive updates, upgrades, technical assistance with the portion of the automation system that the Corporation uses. The Corporation must use the supplier that the customer designates in their specifications when the customer orders the tube bending system from the Corporation. Each customer has their own preference regarding the supplier for this part of the machine. The Corporation does not have an exclusive requirements contract with Rockwell Automation. There are substantial number of other companies in the marketplace that offer the automated portion of the control system.
 
As of the date of this Current Report, the Corporation has not filed patents on any of its sytems. The Corporation does not release any drawings of its machines. The drawings are the property of D&R Technology. The Corporation may consider filing patent applications with respect to its system technologies and any novel aspects of its technology to protect its intellectual property. Future patents, if issued, may be challenged, invalidated or circumvented. Thus, any patent that the Corporation may own may not provide adequate protection against competitors. Any patent applications that the Corporation may file in the future may not result in issued patents. Also, patents may not provide the Corporation with adequate proprietary protection or advantages against competitors with similar or competing technologies. As a result of potential conflicts with the proprietary rights of others, the Corporation may in the future have to prove that it is not infringing the patent rights of others or be required to obtain a license to the patent.
 
The Corporation may consider filing a copyright application for the drawings of its machines. The Corporation will rely on trade secrets and unpatentable know-how that it seeks to protect, in part, by confidentiality agreements. However, it is possible that parties may breach those agreements, and the Corporation may not have adequate remedies for any breach. It is also possible that its trade secrets or unpatentable know-how will otherwise become known or be independently developed by competitors. There can be no assurance that third parties will not assert infringement or other claims against the Corporation with respect to any existing or future systems or products.  Litigation to protect our proprietary information or to determine the validity of any third-party claims could result in significant expense to the Corporation and divert the efforts of its technical and management personnel, whether or not the Corporation is successful in such litigation.
 
COMPETITION
 
The markets for special purpose automotive machinery products and services is highly competitive. Competition is based on the quality and range of such products, market availability, pricing, promotion and customer service as well as the nature of the distribution channels. Management of the Corporation believes that the Corporation has several highly significant competitive advantages: (i) engineering and technical support service; (ii) automated seat frame systems and IP beam process lines design and build expertise; (iii) vendors service and support; and (iv) current relationships with several major automotive companies. In the special purpose automotive machinery produces and services business, additional competitive factors include the demonstrated effectiveness of the products being offered, as well as available funding sources. The Corporation faces competition from other technology-based companies providing the same products and services. Competition may increase to the extent that other entities enter the market and to the extent that current competitors or new competitors develop and introduce new products that compete directly with the products distributed by the Corporation or develop or expand competitive sales channels. Management of the Corporation believes that its marketing position is unique to certain of the markets in which it competes.
 
 
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RISK FACTORS
 
An investment in the Corporation’s common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in evaluating the Corporation and its business before purchasing shares of common stock. The business, operating results and financial condition could be seriously harmed due to any of the following risks. The risks described below are all of the material risks that the Corporation is currently aware of that it may be facing. Additional risks not presently known to the Corporation may also impair its business operations. You could lose all or part of your investment due to any of these risks.
 
Risks Related to Business
 
The Corporation’s operating results are difficult to predict and fluctuations in them may cause volatility in the price of its shares. Given the nature of the markets in which the Corporation competes, its revenues and profitability are difficult to predict for many reasons, including the following:
 
·
Operating results are highly dependent on the volume and timing of orders received during the quarter, which are difficult to forecast. Customers generally order on an as-needed basis and the Corporation typically does not obtain firm, long-term purchase commitments from its customers. As a result, the Corporation’s revenues in any quarter depend primarily on orders shipped in that quarter.
 
·
The Corporation must incur a large portion of its costs in advance of sales orders because it must plan research and production, order components and enter into development, sales and marketing, and other operating commitments prior to obtaining firm commitments from its customers. This makes it difficult for the Corporation to adjust its costs in response to a revenue shortfall, which could adversely affect its operating results.
 
Engineering and production capacities that do not match demand for the Corporation’s products could result in lost sales or in a reduction in its gross margins. The Corporation’s industry is characterized by rapid technological change, frequent new product introductions, short-term customer commitments and rapid changes in demand. The Corporation determines capacities based on its forecasts of demand for its products. Actual demand for its products depends on many factors, which make it difficult to forecast. The Corporation has experienced differences between its actual and its forecasted demand in the past and expects differences to arise in the future. The following problems could occur as a result of these differences:
 
·
If demand for the Corporation’s products is below its forecasts, the Corporation could produce excess personnel or have excess manufacturing capacity. Excess personnel could negatively impact the Corporation’s cash flows and could result in higher design costs. Excess manufacturing capacity could result in higher production costs per unit and lower margins.
   
·
If demand for the Corporation’s products exceeds its forecasts, the Corporation could have to rapidly ramp up production. The Corporation depends on suppliers and manufacturers to provide components and sub-assemblies. As a result, the Corporation may not be able to increase its production levels to meet unexpected demand and could lose sales in the short term while the Corporation tries to increase production. If customers turn to competitive sources of supply to meet their needs, the Corporation’s revenues could be adversely affected.
 
·
Rapidly increasing the Corporation’s production levels to meet unanticipated customer demand could result in higher costs for components and sub-assemblies, increased expenditures for freight to expedite delivery of materials or finished goods, and higher overtime costs and other expenses. These higher expenditures could result in lower gross margins.
 
 
8

 
 
If the Corporation does not timely introduce successful products, its business and operating results could suffer. The market for the Corporation’s products is characterized by rapidly changing technology, evolving industry standards, short product life cycles and frequent new product introductions. As a result, the Corporation must continually introduce new products and technologies and enhance existing products in order to remain competitive. The success of the Corporation’s new products depends on several factors, including its ability to: (i) anticipate technology and market trends; (ii) timely develop innovative new products and enhancements; (iii) distinguish its products from those of its competitors; (iv) manufacture and deliver high-quality products; and (v) price its products competitively.
 
The Corporation’s failure to manage growth could harm it. The Corporation will rapidly and significantly expand the number and types of products it sells and the Corporation will endeavor  to further expand its product portfolio.  This expansion places a significant strain on its management, operations and engineering resources. Specifically, the areas that are strained most by its growth include the following:
 
·
New product launch. With the growth of its product portfolio, the Corporation will experience increased complexity in coordinating product development, manufacturing and commissioning. As this complexity increases, it places a strain on its ability to accurately coordinate the commercial launch of its products with adequate support to meeting anticipated customer demand. If the Corporation is unable to scale and improve its product launch coordination, the Corporation could frustrate its customers and lose earned space and product sales.
 
·
Forecasting, planning and supply chain logistics. With the growth of its product portfolio, the Corporation will also experience increased complexity in forecasting customer demand and in planning for production and transportation and logistics management. If the Corporation is unable to scale and improve its forecasting, planning and logistics management, it could frustrate its customers, lose product sales or accumulate excess inventory.
 
To manage the growth of its operations, the Corporation will need to continue to improve its transaction processing, operational and financial systems, and procedures and controls to effectively manage the increased complexity. If the Corporation is unable to scale and improve them, the consequences could include delays in shipment of product, degradation in levels of customer support, lost sales and increased inventory. These difficulties could harm or limit its ability to expand.
 
If the Corporation does not compete effectively, demand for its products could decline and its business and operating results could be adversely affected. The Corporation’s industry is intensely competitive. It is characterized by a trend of declining average selling prices in the market, and continual performance enhancements and new features, as well as rapid adoption of technological and product advancements by competitors in its market. Also, aggressive industry pricing practices and downward pressure on margins have resulted inincreased price competition from both our primary competitors as well as from less established ones. If the Corporation does not continue to distinguish its products through distinctive, technologically advanced features, design and services, as well as continue to build and strengthen its brand recognition, its business could be harmed. If the Corporation does not otherwise compete effectively, demand for its products will decline, its gross margins could decrease, it would lose market share, and its revenues could decline.
 
The Corporation depends on OEMs (original equipment manufacturers) and contract manufacturers who may not have adequate capacity to fulfill its needs or may not meet the Corporation’s quality and delivery objectives. Original component manufacturers and contractors produce key portions of the Corporation’s product lines. The Corporation’s reliance on them involves significant risks, including reduced control over quality and logistics management, the potential lack of adequate capacity and discontinuance of the contractors’ assembly processes.  Financial instability of the Corporation’s manufacturers or contractors could result in the Corporation having to find new suppliers, which could increase its costs and delay its product deliveries. These manufacturers and contractors may also choose to discontinue building its products for a variety of reasons. Consequently, the Corporation may experience delays in the timeliness, quality and adequacy in product deliveries, any of which could harm the Corporation’s business and operating results.
 
 
9

 
 
The Corporation purchases key components and products from single or limited sources, and its business and operating results could be harmed if supply were delayed or constrained or if there were shortages of required components. Lead times for materials and components ordered by the Corporation or its contract manufacturers can vary significantly and depend on factors, such as the specific supplier, contract terms and demand for a component at a given time. The Corporation does not have any established contractual relations with its suppliers for key components. From time to time, the Corporation has experienced supply shortages and fluctuations in component prices. While the Corporation is trying to manage its component levels through the purchase of buffer stock, there is no guarantee that the Corporation will be able to maintain the inventory levels sufficient to meet its product demand. Currently, the shortages have not significantly impacted its product cost. In addition, the Corporation may be at risk for these components if its customers reject or cancel orders unexpectedly or with inadequate notice.
 
Shortages or interruptions in the supply of components or subcontracted products, or the Corporation’s inability to procure these components or products from alternate sources at acceptable prices in a timely manner could delay shipment of its products or increase its production costs, which could have the Corporation’s business, financial condition and operating results.
 
The Corporation purchases some products and some key components used in its products from single or limited sources. In particular, a significant portion of its controls systems is single-sourced and the Controls Unit in its products is provided by a single supplier. If the supply of these products or key components were to be delayed or constrained, the Corporation may be unable to find a new supplier on acceptable terms or at all or its new and existing product shipment could be delayed. Any of this could harm the Corporation’s buiness, financial condition and operating results.
 
If the Corporation does not successfully coordinate the worldwide manufacturing and distribution of its product key components, it could lose sales. The Corporation’s business requires it to coordinate the manufacture and distribution of its product components over much of the world. The Corporation increasingly relies on third parties to manufacture its components and transport its products. On a worldwide basis, the Corporation will continue to evaluate and consider changes in both its international and domestic suppliers. If the Corporation does not successfully coordinate these changes and the timely manufacture and distribution of its components, the Corporation may have insufficient supply of products to meet customer demand and could lose sales, or the Corporation may experience a build-up in inventory.
 
The Corporation’s introduction of new product lines may consume significant resources and not result in significant future revenues. The Corporation will continue to expand its product offerings with new product lines, such as Weld-Bend Systems and other products that are outside of its traditional areas of expertise. To accomplish this, the Corporation has committed resrouces to develop, sell and market these new products. With limited experience in these product lines and because these products may be based on technologies that are new to the Corporation, it may be difficult for the Corporation to accurately anticipate and forecast revenues, manufacturing costs, customer support costs and product returns. In addition, because the technologies may be new to the Corporation, it may have a greater risk of unknowingly infringing on proprietary technology. The Corporation’s ongoing investments in the development and marketing of new lines of products could produce higher costs without a proportional increase in revenues.
 
The Corporation may be unable to protect its proprietary rights. Unauthorized use of the Corporation’s technology may result in the development of products that compete with its products.   The Corporation’s future success depends in part on its proprietary technology, technical know-how and other intellectual property. The Corporation relies on intellectual property laws, confidentiality procedures and contractual provisions, such as nondisclosure terms, to protect its intellectual property. Others may independently develop similar technology, duplicate the Corporation’s products, or design around its intellectual property rights. In addition, unauthorized parties may attempt to copy aspects of the Corporation’s product or to obtain and use information that the Corporation regards as proprietary. Any of these events could significantly harm the Corporation’s business, financial condition and operating results.
 
The Corporation is also increasing its reliance on technologies that it acquires from others. The Corporation relies on third parties for the automated control portion of the system. The Corporation purchases the computers' logic component from Rockwell Automation and pays an annual fee to enable it to get updates'/upgrades and technical support to the logic portion of the system. The Corporation may find it necessary or desirable in the future to obtain licenses or other rights relating to one or more if its products or to current or future technologies. These licenses or other rights may not be available on commercially reasonable terms or at all. The inability to obtain certain licenses or other rights or to obtain such licenses or rights on favorable terms, or the need to engage in litigation regarding these matters, could have a material adverse effect on the Corporation’s business, financial condition and operating results. Moreover, the use of intellectual property licensed from third parties may limit the Corporation’s ability to protect the proprietary rights in its products.
 
 
10

 
 
The Corporation may encounter difficulties with future acquisitions, which could adversely affect its business and operating results. The Corporation has acquired and may continue to acquire companies that have products, personnel and technologies that complement its strategic direction and roadmap. The Corporation’s acquisitions involve risks and uncertainties including: (i) difficulties in integrating the acquired company and its operations; (ii) diversion of management’s attention from the normal operations of business; (iii) potential loss of key employees and customers of the acquired company; (iv) insufficient future revenues and profitability of the acquired company that could negatively impact the Corporation’s consolidated results; and (v) exposure to potential product quality issues, which could result in unanticipated contingent liabilities of the acquired company. Any of these and other factors could prevent the Corporation from realizing the anticipated benefits of the acquisition and could adversely affect its business and operating results. Acquisitions are inherently risky and no assurance can be given.
 
Risks Associated with the Corporation and Its Securities
 
Because the Corporation has yet to comply with rules requiring the adoption of certain corporate governance measures, its stockholders have limited protections against interested director transactions, conflicts of interest and similar matters . The Sarbanes-Oxley Act, as well as the rules enacted by the SEC and the national stock exchanges as a result of the Sarbanes-Oxley Act, require the implementation of various measures relating to corporate governance.  These measures are designed to enhance the integrity and efficiency of corporate management and the securities markets and apply to securities which are listed on those exchanges.  Because the Corporation has not presently complied with many of the corporate governance provisions, its stockholders have limited protections. Certain of these corporate governance provisions are as follows: (i) establishment of an audit committee charter and appointment of members to the audit committe; (ii) adoption of an ethics code; (iii) conduct analysis of the Corporation's internal and financial control procedures; and (iv) establishment of a compensation committee. Management intends to address these issues within the Corporation's organizational structure during fiscal year 2012 to ensure the best effective corporate governance and financial management. However, management of the Corporation has adopted certain corporate governance practices as follows: (i) adherance to a clear ethical basis within all business operations; (ii) alignment of business goals with such ethical basis; (iii) strategic management which incorporates shareholder value; (iv) identifying corporate organizational structure to effect good corporate governance; and (v) creating reporting systems to provide transparency and accountability.
 
Until the Corporation complies with the corporate governance measures adopted by the national securities exchanges after the enactment of Sarbanes-Oxley Act, regardless of whether such compliance is required, the absence of standards of corporate governance may leave its stockholders without protections against interested director transactions which may not be favorable to the shareholders, conflicts of interest and similar matters, and investors may be reluctant to provide the Corporation with funds in the future if the Corporation determines it is necessary to raise additional capital.  The Corporation intends to comply with all applicable corporate governance measures relating to director independence as soon as practicable.
 
The Corporation failed to comply with Federal securities laws regarding filing of an Information Statement Under Section 14(c) of the Securities Exchange Act pertaining to its name change.
 
The Share Exchange Agreement required the Corporation to change its name to "Novus Robotics Inc.". The Board of Directors and the shareholders holding a majority of the total issued and outstanding shares voted their respective approval regarding the name change. The Board of Directors authorized the name change to better reflect the future business operations of the Corporation and deemed it in the best interests of the shareholders to effect the change in corporate name. Management was not aware that the Corporation was required to file an Information Statement Under Section 14(c) of the Securities Exchange Act, as amended, advising the shareholders of the pending corporate action.  No Information Statement was filed with the Securities and Exchange Commission and may be deemed in non-compliance with Section 14 of the Securities Exchange Act.
 
New rules, including those contained in and issued under the Sarbanes-Oxley Act, may make it difficult for the Corporation to retain or attract qualified officers and directors, which could adversely affect the management of its business and its ability to obtain or maintain listing of our common stock . The Corporation may be unable to attract and retain those qualified officers, directors and members of board of directors committees required to provide for its effective management because of the rules and regulations that govern publicly held companies, including, but not limited to, certifications by principal executive officers.  The perceived personal risk associated with the Sarbanes-Oxley Act may deter qualified individuals from accepting roles as directors and executive officers.
 
Further, some of these recent changes heighten the requirements for board or committee membership, particularly with respect to an individual’s independence and level of experience in finance and accounting matters.  The Corporation may have difficulty attracting and retaining directors with the requisite qualifications.  If the Corporation is unable to attract and retain qualified officers and directors, the management of its business and its ability to obtain or maintain the listing of our common stock on any stock exchange (assuming we elect to seek and are successful in obtaining such listing) could be adversely affected.
 
 
11

 
 
The Corporation’s common stock price is subject to significant volatility, which could result in substantial losses for investors. Prices for the Corporation’s shares are determined in the marketplace and may accordingly be influenced by many factors, including, but not limited to:
 
 
o
limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock
 
 
o
technological innovations or new products and services by us or our competitors;
 
 
o
intellectual property disputes;
 
 
o
additions or departures of key personnel;
 
 
o
the depth and liquidity of the market for the shares;
 
 
o
quarter-to-quarter variations in our operating results;
 
 
o
announcements about our performance as well as the announcements of our competitors about the performance of their businesses;
 
 
o
changes in earnings estimates by, or failure to meet the expectations of, securities analysts;
 
 
o
our dividend policy; and
 
 
o
general economic and market conditions.
 
Additionally, the stock market often experiences significant price and volume fluctuations that are unrelated to the operating performance of the specific companies whose stock is traded. These market fluctuations could adversely affect the Corporation’s share trading price. The price at which investors purchase shares of the Corporation’s common stock may not be indicative of the price that will prevail in the trading market.  Investors may be unable to sell their shares of common stock at or above their purchase price, which may result in substantial losses.
 
Future sales of shares of the Corporation’s common stock by its stockholders could cause the Corporation’s stock price to decline. The Corporation cannot predict the effect, if any, that market sales of shares of its common stock or the availability of shares of common stock for sale will have on the market price prevailing from time to time.  If the Corporation’s stockholders sell substantial amounts of its common stock in the public market upon the effectiveness of a registration statement, or upon the expiration of any holding period under Rule 144, such sales could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall.  The existence of an overhang, whether or not sales have occurred or are occurring, also could make it more difficult for the Corporation to  raise additional financing through the sale of equity or equity-related securities in the future at a time or price that we deem reasonable or appropriate.  The shares of common stock issued in the Share Exchange Agreement will be freely tradable upon the earlier of (i) effectiveness of a registration statement covering the resale of such shares; or (ii) the date on which such shares may be sold without registration pursuant to Rule 144 under the Securities Act and the sale of such shares could have a negative impact on the price of its common stock.
 
 
12

 
 
The Corporation may issue additional shares of its capital stock or debt securities to raise capital or complete acquisitions, which could dilute the equity interest of its stockholders. After giving effect to the Share Exchange Agreement, there are approximately 411,350,000 authorized and unissued shares of the Corporation’s common stock which have not been reserved and are available for future issuance.  Although the Corporation has no commitments as of the date of this Current Report to issue its securities, the Corporation may issue a substantial number of additional shares of its common stock, to complete a business combination or to raise capital.  The issuance of additional shares of its common stock:
 
 
o
may significantly dilute the equity interest of its existing stockholders; and
 
 
o
may adversely affect prevailing market prices for its common stock.
 
The Corporation has the authority and ability to issue preferred shares of stock and to designate the respective rights and preferences.   When designated by the Board of Directors, the rights of the preferred stock could negatively affect holders of common stock and make it more difficult to effect a change of control .   As of the date of this Current Report, the Board of Directors has created Series A and Series B preferred shares. The Board of Directors is authorized by the Corporation's articles of incorporation to create and issue preferred stock. Certain of the rights of holders of preferred stock will take precedence over the rights of holders of common stock and may be entitled to a preference upon liquidation, dissolution or winding up. The shares could be convertible voluntarily at the election of the holder. We may issue shares of preferred stock in the future. As future tranches of capital are received by the Corporation, additional preferred stock may be issued which such terms and preferences as are determined in the sole discretion of the Corporation's Board of Directors. The rights of future preferred stockholders could delay, defer or prevent a change of control, even if the holders of common stock are in favor of that change of control, as well as enjoy preferential treatment on matters like distributions, liquidation preferences and voting.
 
The Corporation’s officers and directors and insiders own approximately 66.56% of the total issued and outstanding shares of its common stock, and may be able to influence control of the Corporation or decision making by management of the Corporation. As of the date of this Current Report, the Corporation’s officers, directors and insiders own approximately 66.56% of the total issued and outstanding shares of its common stock and may be able to influence control of the Corporation or decision making by management of the Corporation. Moreover, in the event future issuances of common stock are authorized by the Board of Directors pursuant to any future contractual relations, the officers, directors and insiders’ control of the Corporation will increase. This may result in majority control of the voting power for all business decisions.
 
The Corporation's internal controls over financial reporting may not be effective and the Corporation's independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on the Corporation's business and reputation. As a public reporting company, the Corporation is in a continuing process of developing, establishing, and maintaining internal controls and procedures that will allow the Corporation's management to report on, and the Corporation's independent registered public accounting firm to attest to, the internal controls over financial reporting if and when required to do so under Section 404 of the Sarbanes-Oxley Act of 2002. The Corporation's  management will be required to report on internal controls over financial reporting under Section 404. If the Corporation fails to achieve and maintain the adequacy of internal controls, the Corporation would not be able to conclude on an ongoing basis that it has effective internal controls over financial reporting in accordance with Section 404. At such time, the Corporation's independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which the Corporation's controls are documented, designed or operating. Moreover, the Corporation's testing, or the subsequent testing by the Corporation's independent registered public accounting firm, that must be performed may reveal other material weaknesses or that the material weaknesses described above have not been fully remediated. If the Corporation does not remediate the material weaknesses described above, or if other material weaknesses are identified or the Corporation is not able to comply with the requirements of Section 404 in a timely manner, the Corporation's reported financial results could be materially misstated or could subsequently require restatement, the Corporation could receive an adverse opinion regarding the Corporation's internal controls over financial reporting from its independent registered public accounting firm and the Corporation could be subject to investigations or sanctions by regulatory authorities, which would require additional financial and management resources, and the market price of the Corporation's stock could decline.
 
The application of the “penny stock” rules could adversely affect the market price of the Corporation’s common stock and increase your transaction costs to sell those shares. The Corporation’s common stock may be subject to the “penny stock” rules adopted under Section 15(g) of the Securities Exchange Act of 1934.  The penny stock rules apply to non-NASDAQ companies whose common stock trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years).  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, which contains the following:
 
 
o
a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
     
 
o
a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation of such duties or other requirements of securities laws;
 
 
o
a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the “bid” and “ask” price;
 
 
o
A toll-free telephone number for inquiries on disciplinary actions;
 
 
o
definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and
 
 
o
such other information and is in such form (including language, type, size and format), as the Securities and Exchange Commission shall require by rule or regulation.
 
 
13

 
 
Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer with the following:
 
 
o
the bid and offer quotations for the penny stock;
 
 
o
the compensation of the broker-dealer in the transaction;
 
 
o
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
 
 
o
monthly account statements showing the market value of each penny stock held in the customer’s account.
 
In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
 
Due to the requirements of penny stock rules, many brokers have decided not to trade penny stocks. As a result, the number of broker-dealers willing to act as market makers in such securities is limited.  If the Corporation remains subject to the penny stock rules for any significant period, that could have an adverse effect on the market, if any, for its securities.  Moreover, if its securities are subject to the penny stock rules, investors will find it more difficult to dispose of its securities.  
 
 
14

 
 
MANAGEMENT DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS
 
RESULTS OF OPERATION
 
Overview
 
The Corporation will be involved in the area of engineering, design and manufacture of robotics and automation technology solutions, which management believes will enable the Corporation to become a recognized technology pioneer and market leader in the area of engineering. Through its wholly-owned subsidiary, D&R Technology, the Corporation will provide state of the art automation technologies to solve its customers’ complex automation needs, increase efficiencies and improve manufacturing processes. Serving as a comprehensive engineering partner, the Corporation will work with other leading robotic manufacturers to provide the best automation technologies. The Corporation 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. As of the date of this Current Report, we have not realized any revenue from the medical robotics, personal robotic devices or water treatment industry.
 
Fiscal Year Ended December 31, 2011 Compared to Fiscal Year Ended December 31, 2010
 
   
Fiscal Years Ended December 31,
2011 and 2010
 
   
$
2011
   
$
2010
 
Revenues
   
3,620,878
     
2,097,570
 
Cost of Goods Sold
   
2,350,570
     
1,933,827
 
Gross Profit
   
1,270,308
     
163,743
 
Expenses
               
      Compensation
   
374,612
     
405,029
 
      Occupancy costs
   
85,149
     
132,503
 
      Travel
   
114,098
     
57,054
 
      Professional fees
   
39,310
     
22,996
 
      Communication
   
30,330
     
23,420
 
      Office and general
   
83,101
     
109,416
 
Total Operating Expenses
   
726,600
     
750,418
 
Net Income (Loss) before income tax
   
543,708
     
(586,675
)
       Income tax (expense) benefit
   
(78,742
)
   
75,535
 
Net Income (Loss)
   
464,966
     
(511,140
)
Other comprehensive loss
               
       Foreign exchange adjustment
   
(4,425
)
   
138
 
Comprehensive income (loss)
   
461,541
     
(511,002
)
 
 
15

 
 
The financial information in the table above is derived from the audited financial statements. The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this Current Report on Form 8-K. 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 Current Report on Form 8-K. The financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
Revenues. The increase in revenues was due to increased sales to consumers of the Corporation’s special purpose machinery products and services. Revenue also increased based upon an increase in the tooling business, which has a higher profit margin. The reason for the higher profit margin results from the tooling business being a very specific part of the Corporation's business, which requires the development of tools and dies for each individual part requested by the customer. This in turn requires considerable amount of testing and development before the final product is ready. The Company also increased its service rates that it charges for its technicians. During fiscal year ended December 31, 2011,  management focused its efforts on increasing sales to its consumers and sales volume increased accordingly. Management incurred time contacting customers that it had not heard from during the past year. This action made the customers aware that the Corporation was still available for any consultations on existing projects or any new ones that the customers were waiting to be released from the automakers.  D Mecatronics, the previous parent company of D&R, reported revenue of $2,305,184 for the quarter ended March 31, 2011. The revenue reported by D Mecatronics for the remaining quarters was less. The reason for the change in revenue was that D Mecatronics sold two systems in Mexico for $2,200,000. This revenue was recognized when the systems were installed and production started. D Mecatronics also had a considerable amount of tooling that needed to be completed for its customers in a certain time frame.
 
Revenue components and their respective changes from fiscal year 2010 to fiscal year 2011 are as follows:
 
·
Prototype Parts – $99,000 increase. Revenue consisted of a charge per part and set up fees on the Corporation's tube bender in the plant. (JCI $141,000 in prototype parts; Toyota Boshoku $7,000 in prototype parts for the 420A.
 
·
Service Revenue - $85,000 increase. Revenue consists of onsite repairs, programming and production support.  In 2011, site visits were predominant as Lear, Boshoku and MIG  required assistance at their plants to move tooling operations, upgrade equipment and the like.  This resulted in service revenue increasing to $55,000 from $20,000 in 2010.  The Company increased its fee to transport its employees to a customer site by $50 per hour which is included in service revenue.  With the additional travel in the year, the recovery of travel costs rose to $59,000 from $9,000 in 2010.
 
·
Spare Parts - $65,000 increase. Parts required by JCI, Camaco, Lear to replace worn parts on their tube   benders.
 
·
Retrofit on Systems - $320,000 increase. The Corporation assesses old machines and recommends that specified work needs to be done on it.  This includes all mechanical , electrical, hydraulic and pneumatics as required.  The Corporation then replaces worn parts on old benders – overhauled benders for JCI,  MIG, and  moves machines for customers,  install additional tooling units on existing benders.
 
·
Seat Frame Systems - $954,000 increase. The Corporation sold two machines to JCI totaling approximately $1,800,000 as compared to one machine sold during 2010.   At year end 2011, DR had one machine contracted which was completed and shipped in February 2012 for approximately $1,000,000.  Costs incurred and included in inventory relating to this contract at December 31, 2011 approximated $450,000.
 
·
Medical robotics, personal robotic devices and water treatment industry – The Company has generated no revenue from these sources as yet and will continue to investigate opportunities in these areas to augment its core business.
 
Costs and expenses. The increase in cost of sales was due to the increase in sales.  The utilization of the plant is wholly predicated on the contracts received.  In 2010, caution and cash flow management by its major customer resulted in fewer orders and opportunities for DR Technology to manufacture its seat frame systems. With significant improvement in the economy in 2011, contracts from JCI allowed the Corporation to return to previous levels of capacity in its plant. Utilization of its production facility is expected to continue at current levels throughout 2012. Therefore, in summary, at June 2012, the Corporation's plant was nearly fully utilized. As of the date of this Current Report, the Corporation has room to expand in its plant. From time to time, utilization of plant space will vacillate based upon the current needs at the time.
 
 
16

 
 
Operating Expenses.  The incurrence of operating expenses reflects the additional expenses incurred as a result of the Corporation’s increased sales during fiscal year ended December 31, 2011. Compensation expense decreased based upon the Corporation decreasing its number of employees in engineering since the Corporation started utilizing a standard tube bender that requires less designing. Also operating expenses decreased because standard lists of components were utilized, which can be used on every machine thus eliminating the need for a new bill of material for each machine. Lastly, the Corporation eliminated the executive vice-president-business development position, which current management has absorbed regarding duties.  Occupancy costs were greatly reduced because the Corporation changed its overhead rate to reflect the increased usage of previously idle facilities. Operating expenses include overhead expenses such as rent, management and staff salaries, general insurance, marketing, accounting, legal and office expenses.  
 
Due to transactions denominated and settled in foreign currency, we generated a loss on foreign translation of ($4,425) during fiscal year ended December 31, 2011.
 
Off-Balance Sheet Arrangements
 
There were no off-balance sheet arrangements during fiscal year ended December 31, 2011 that have, or are reasonably likely to have, a current or future affect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to the Corporation’s interests.
 
LIQUIDITY AND CAPITAL RESOURCES
 
Fiscal Year Ended December 31, 2011
 
As at fiscal year ended December 31, 2011, the Corporation’s current assets were $2,176,637 and our current liabilities were $1,587,223, which resulted in a working capital surplus of $589,414. As of the fiscal year ended December 31, 2011, current assets were comprised of: (i) $969,502 in cash; (ii) $367,136 in accounts receivable; (iii) $798,066 in inventory; (iv) $39,063 in taxes recoverable; and (v) $2,870 in prepaid expense. As at fiscal year ended December 31, 2011, current liabilities were comprised of: (i) $254,799 in accounts payable; (ii) $6,254 due to related party; (iii) $1,277,005 in deferred revenue; and (iv) $49,165 in warranty provision.
 
As of the fiscal year ended December 31, 2011, our total assets were $2,338,467 comprised of: (i) current assets of $2,176,637; (ii) security deposits of $14,450; and (iii) fixed assets, net of depreciation of $147,380. As at fiscal year ended December 31, 2011, our total liabilities were $1,587,223 comprised of current liabilities.
 
During fiscal year ended December 31, 2011, net cash provided by operating activities was $542,484. This provision of cash was primarily due to an increaseof $200,263 in accounts receivable, a decreaseof $513,844 in inventory, a decrease of $455,472 in accounts payable and accrued expense, a decrease of $78,742 in deferred tax asset, a decrease of $23,422 in deferred revenue, an increase of $37,678 in warranty provision and a decrease of $88,233 in taxes recoverable.
 
The Corporation used cash of $213,091 in financing activities during fiscal year ended December 31, 2011  of which $104,670 was return of capital and $115,078 was repayments to officers shareholders, which was offset by $6,657 in change due to related party.
 
The Corporation’s principal demands for liquidity are to increase capacity, inventory purchase, sales distribution, and general corporate purposes.  The Corporation was in the process of being accepted as a global prototype supplier by Johnson Controls compared to its prior role as a supplier for North America. The Corporation had been involved in discussions with Johnson Controls regarding prototypes and parts production. Johnson Controls visited the Corporation's facility during early 2012 to conduct an audit for global recommendation. Their goal was to understand the processes the Corporation uses to run the business and the controls that the Corporation has in place so that the Corporation was assured to have utmost control over the quality of work. The audit was based on the Corporation's employees and their qualifications, data management, processes, tooling and equipment and parts and material management. Johnson Controls conducted a tour of the Corporation's facility, which was followed up with a final review on May 3, 2012. Subsequently the Corporation received a call from Johnson Controls stating that the Corporation had been accepted and recommended for their global work. Therefore, the Corporation has been accepted for global work and thus provided the basis for previously disclosed projections. The Corporation may achieve those revenue projections during fiscal year 2012, however, it may also not achieve that level of revenue.  As of the date of this Current Report, the Corporation is running parts for Johnson Control that will be shipped over the next six to eight weeks. Management believes that since the Corporation has been accepted as a global prototype supplier by Johnson Controls, its growth rate will start to increase.
 
 
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The Corporation intends to meet its 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.
 
During December 31, 2011, gross profit increased to 35% compared to 8% in 2010 due to repeat business that did not require as much labor- engineering and programming cost were at zero for the projects.
 
The Corporation continues to be well positioned financially.  Cash reserves at March 31, 2012 totaled approximately $152,000 with a working capital surplus of $884,000. While the amounts receivable have remained consistent as compared with the year-end balance, inventory has decreased by $264,000 primarily due to the completion and shipment of the most recent JCI order.  The Corporation only buys material as needed, based on confirmed job orders, thereby eliminating unnecessary inventory purchases.   There were no capital additions in the first quarter of 2012 and none are anticipated in the near future.  Payables have increased marginally by $45,000 at March 31, 2012 from December 31, 2011 which is attributed to payment owing on the inventory purchased to complete the JCI order.  The increase in notes payable is due to debt assumed by the business on the reverse merger with Ecoland International Inc. with certain of the D&R Technology Shareholders advancing $500,000 to ensure continued liquidity in light of the recent transaction.
 
With a flexible labour force, workers are hired on a project by project basis, and strong inventory management, the Corporation is able to manage its cash flow to meet the ever changing needs of the business. The Corporation can expand and contract very quickly based on customer demand. The Corporation’s major customer, JCI, is consistently submitting new projects.  While deferred revenue decreased over $800,000 from year end as completed orders were shipped in Q1 2012, the Corporation had $450,000 of project work in process at the end of March 2012 with a total contract value of approximately $1,100,000. The Corporation has received committed future orders of over $1.200,000 which are anticipated to be completed during the back half of 2012.  Other revenue opportunities have historically materialized to supplement this revenue being service and retooling. An additional salesman has been hired to explore other possibilities and expand the existing
 
The Corporation has not paid any sums for public relations or investor relations.
 
MATERIAL COMMITMENTS

A material commitment of the Corporation during the fiscal year 2012 is the Convertible Promissory Notes pertaining to the aggregate amount of $36,000 that remains due and owing to each of Messrs. Treanor and Russell. The Corporation is currently in default of the Convertible Promissory Note regarding the remaining aggregate $36,000 due and owing to each of Messrs. Treanor and Russell, which accrues interest at the rate of 8% per annum until paid in full. As of the date of this Current Report, the Corporation anticipates receipt of executed assignments from the respective creditors regarding the Settlement Agreements and the Convertible Notes related to the remaining portion due and owing.
 
SIGNIFICANT ACCOUNTING POLICIES
 
In June 2011, the FASB amended its accounting guidance on the presentation of other comprehensive income (OCI) in an entity’s financial statements. The amended guidance eliminates the option to present the components of OCI as part of the statement of changes in stockholders’ equity and provides two options for presenting OCI: in a statement included in the income statement or in a separate statement immediately following the income statement. The amendments do not change the guidance for the items that have to be reported on OCI or when an item of OCI has to be moved into net income. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Corporation does not anticipate that its adoption of this guidance will have a material impact on its consolidated results.
 
The preparation of 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 statements items subject to significant judgement include expense accruals, as well as income taxes and loss contingencies. Actual results could differ from those estimates. Refer to the significant accounting polices stated in the notes to the financial statement for specific discussion.
 
The preparation of financial statements in conformity with US 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 financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
 
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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 
 
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 Corporation considers whether relevant tax planning opportunities are within the Corporation’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 Corporation reassesses unrecognized income tax assets at each reporting period.
 
 
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
Beneficial Ownership Chart
 
The following table sets forth certain information, as of the date of this Current Report, with respect to the beneficial ownership of the outstanding common stock by: (i) any holder of more than five (5%) percent; (ii) each of the Corporation’s executive officers and directors; and (iii) the Corporation’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned. Unless otherwise indicated, each of the stockholders named in the table below has sole voting and investment power with respect to such shares of common stock. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. As of the date of this Current Report, there are 88,650,000 shares of common stock issued and outstanding.
 
Name and Address of Beneficial Owner(1)
 
Amount and
Nature of
Beneficial
Ownership(1)
   
Percentage of Beneficial
Ownership
 
Directors and Officers:
           
Berardino Paolucci
7669 Kimbal Street
Mississauga, Ontario
Canada L5S 1A7
   
81,960,000
(2
)
 
65.2
%
                 
Drasko Karanovic
7669 Kimbal Street
Mississauga, Ontario
Canada L5S 1A7
   
30,680,000
(3
)
 
34.7
%
     
         
Velijko Pjevac
7669 Kimbal Street
Mississauga, Ontario
Canada L5S 1A7
   
-0-
     
0
%
                 
All executive officers and directors as a group (3 person)
   
112,640,000
(4
)
 
89.6
%
                 
Beneficial Shareholders Greater than 10%
               
                 
D Mecatronics Inc.
7669 Kimbal Street
Mississauga, Ontario
Canada L5S 1A7
   
16,520,000
(5
)
 
18.6  
%
                                                                                                                                                                                                                                                                                                                                                                                         
*
Less than one percent.
 
 
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(1)
Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this Current Report. As of the date of this Current Report, there are 88,650,000 shares issued and outstanding.
   
(2)
Of the 81,960,000 shares of common stock : (i) 28,320,000 shares are held directly of record by Mr. Paolucci; (ii)  16,520,000 shares are held indirectly based upon Mr. Paolucci's voting and dispositive power in D Mecatronics, which holds of record an aggregate 16,520,000 shares as reflected below; and (iii) 37,120,000 shares represent those shares available to Mr. Paolucci pursuant to the Assignments dated January 2, 2013 assigning to Mr. Paolucci all right, title and interest of those certain creditors in and to an aggregate debt of $185,600, which debt is convertible into shares of common stock at the conversion rate of $0.005 per share. The Debt has not been converted but could be converted at any time by Mr. Paolucci resulting in the further issuance of 37,120,000 shares of common stock to Mr. Paolucci.  Therefore, Mr. Paolucci's beneficial ownership interest is 65.2%.
   
(3)
Of the 30,680,000 shares of common stock, 14,160,000 shares are held directly of record by Mr. Karanovic and 16,520,000 shares are held indirectly based upon Mr. Karanovic's voting and dispositive power in D Mecatronics, which holds of record an aggregate 16,520,000 shares as reflected below Therefore, Mr. Karanovic's beneficial ownership interest is 34.7%.
   
(4)
Of the 112,640,000 shares of common stock : (i) 42,480,000 shares are held directly of record by the officers and directors as a group; (ii)  16,520,000 shares are held indirectly and included in both equity holdings of Messrs. Paolucci and Karanovic; and (iii) 37,120,000 shares represent those shares issuable to Mr. Paolucci based upon conversion of the debt in the amount of $185,600 at $0.005 per share.
   
(5)
The individuals who exercise the voting and dispositive power on behalf of D Mecatronics are Beradino Paolucci, and Drasko Karanovic, who are also members of the Board of Directors of the Corporation, and Dino Paolucci Jr., who is the son of Beradino Paolucci. The shares of common stock held by D Mecatronics will subsequently be distributed to those certain shareholders of D&R Technology.
 
EXECUTIVE OFFICERS AND DIRECTORS
 
The Corporation refers to Item 1.01 and Item 3.02 above concerning the change in control.
 
Name
 
Position
 
Age
Berardino Paolucci
 
President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer and a Director
 
62
Velijko Pjevac
 
Director
 
61
Drasko Karanovic
 
Director
 
45
 
 
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Our directors hold office for one-year terms or until their successors have been elected and qualified.
 
The biographies of the new directors and officers are set forth below as follows:
 
Berardino Paolucci.   Mr. Paolucci is the President/Chief Executive Officer, Secretary and Treasurer/Chief Financial Officer and a member of the Board of Directors of the Corporation. Mr. Paolucci has been an executive officer and director and shareholder of D&R Technology since its inception in 2004.  Mr. Paolucci has over thirty years experience in customer and quality-focused business and provides strategic vision and leadership qualities that drive operational process, productivity, efficiency and improvement at multisite manufacturing organizations. He is an expert in combining financial and business planning with tactical execution to optimize long-term gains in performance, revenues and profitability. His breadth of experience includes quality and manufacturing operations, lean concept, root cause and corrective action preventive action (CAPA) analysis, team concepts, total preventive maintenance, set-up reduction and standard work. Mr. Paolucci has been employed by D&R Technologies Inc. from 1994 through current date where he held the position of manufacturing supervisor. His previous responsibilities included: (i) manage and direct all electrical, mechanical, hydraulic and process functions within departments; (ii) continuously impact and improve the key performance indicators across the process such as machine mechanical, hydraulic, pneumatic and electrical build, process improvement, identification and sourcing of new equipment as well as the payout and reallocation of equipment and workforce; (iii) develop and initiate appropriate actions that lead to optimizing production capabilities of all machinery, equipment and resources resulting in improved machine utilization, labor efficiency, expense reduction and on-time delivery; (iv) recommend solutions to customers for preventative maintenance, machine layouts and configuration of machinery for the purpose of proaction planning as well as responding to day to day service issues; and (v) manage and develop department’s team members by conducting regular appraisal, developing performance improvement plans, administering salary and compensation as per company policy and providing direction and support for the development of individuals within the department. The nature of his responsibilities discussed above, including the underlying requisite managerial and administrative skills, establish Mr. Paoluci's qualification as a member of the Corporation's Board of Directors and as President/Chief Executive Officer. Mr. Paolucci also owned his own machine shop and was plant foreman for Dieco Technology Inc. for over ten years where he was responsible for production, inventory, purchasing, labor and overall supervision of the plant. Dieco Technology Inc. was a Canadian based company specializing in the production of tubular steel oriented components and assemblies for automotive industry, which ceased business operations in May 2004. Mr. Paolucci is also the President/Chief Executive Officer, Secretary and Treasurer/Chief Financial Officer of D&R Technology.

Drasko Karanovic.   Mr. Karanovi is a member of the Board of Directors of the Corporation. Mr. Karanovic has over twenty years of experience in progressive design, supervisory and management experience in engineering fields, comprehensive knowledge of engineering technology, strong management, communication, interpersonal and customer service skills, extensive knowledge of CAD systems and tooling engineering and development expertise. He was employed with Dieco Technology from 1994 through 2004 and D Mecatronics Inc. from 2004 to current date. His responsibilities included: (i) member of senior management team in setting strategic operation direction; (ii) prepare proposals, evaluating future equipment performance and recommend improvements for new and existing products; (iii) direct personnel activities of staff, i.e. hire, train, appraise, reward, motivate, discipline, recommend termination (iv) direct, coordinate and exercise functional authority for planning, organization, control, integration and completion of engineering projects; (v) supervising staff of mechanical, electrical and hydraulic designers, production engineering support staff in the custom design, development, improvement and modification of machinery; (vi) direct the research and development effort leading to new or improved products; and (vii) develop and maintain overall product development plan so that new or improved products are timely delivered to market.   The nature of the responsibilities discussed above, including the underlying requisite managerial and administrative skills, establish Mr. Karanovic's qualification as a member of the Corporation's Board of Directors. Mr. Karanovic was the engineering manager for over three years at Dieco Technology Inc.. Dieco Technology Inc. was a Canadian based company specializing in the production of tubular steel oriented components and assemblies for automotive industry. Mr. Karanovic earned a Bachelor of Mechanical Engineer degree.
 
 
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Velijko Pjevac.   Mr. Pjevac is a member of the Board of Directors of the Corporation. Mr. Pjevac has over thirty-five years of experience as an engineer and worldwide industrial manager in the industrial automation field. He also has over thirty-one years experience in designing dies, tooling, tube processing systems and expanded metals for the automobile industry. He has successfully dealt with strategy and engineering issues within small companies and large corporations, all at management levels. He also has extensive knowledge of strategic planning, resource allocation, leadership techniques, production methods and coordination of people and resources. Mr. Pjevac was previously employed with Dieco Technologies Inc. from 1998 through 2004 and has been employed with D&R Technologies from 2004 to current date as an engineering manager. He provides the strategic vision and leadership qualities that drive engineering process, productivity, efficiency and bottom-line improvements. Mr. Pjevac’s responsibilities include: (i) provides technical direction for the development, design, and systems from definition phase through implementation; (ii) applies significant knowledge of industry trends and developments to improve service to our clients; and (iii) reviews work of development and sales team. Previously, Mr. Pjevac was the manager of the technical department for eight years with approximately 500 employees reporting to him. The nature of his responsibilities discussed above, including the underlying requisite managerial and administrative skills, establish Mr. Pjevac's qualification as a member of the Corporation's Board of Directors.
 
EXECUTIVE COMPENSATION
 
SUMMARY COMPENSATION TABLE
 
The table below summarizes all compensation awarded to, earned by, or paid to the executive officers by any person for all services rendered in all capacities for the fiscal years ended December 31, 2011.
 
Name and Principal Position
  Fiscal  
Annual Salary
   
Bonus
   
Stock Awards
   
Option Awards
   
Total
 
 
  Year  
($)
   
($)
   
($)
   
($)
   
($)
 
Berardino Paolucci President/Chief Executive Officer
   
2011
 
$
104,000
   
$
0
   
$
0
   
$
0
   
$
104,000
 
 
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 
As of December 31, 2011, there were no outstanding equity awards held by executive officers.
 
BOARD INDEPENDENCE
 
Messrs. Pjevac and Karanovic qualify as “independent” directors, as that term is defined by applicable listing standards of The NASDAQ Stock Market and SEC rules, including the rules relating to the independence standards of an audit committee and the non-employee director definition of Rule 16b-3 promulgated under the Exchange Act.  As a requirement to listing the Corporation’s common stock on The Bulletin Board or the NASDAQ Capital Market or other exchange, the Corporation intends to retain independent directors.  The Board of Director’s composition (and that of its committees) will be subject to the corporate governance provisions of its primary trading market, including the requirement for appointment of independent directors in accordance with the Sarbanes-Oxley Act of 2002, and regulations adopted by the SEC and NASD pursuant thereto.
 
 
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Director Compensation
 
The Corporation does not currently compensate our directors with cash for acting as such, although we may do so in the future. The Corporation also reimburses its directors for reasonable expenses incurred in connection with their service as directors.  
 
Code of Ethics
 
The Corporation intends to adopt a code of ethics that applies to its officers, directors and employees, including our Chief Executive Officer and Chief Financial Officer, but has not done so to date.
 
BOARD COMMITTEES
 
Audit Committee. The Corporation intends to establish an audit committee of the Board of Directors, which will consist of independent directors, of which at least one director will qualify as a qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. The audit committee’s duties would be to recommend to the Board of Directors the engagement of independent auditors to audit the Corporation’s financial statements and to review its accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls.  The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.
 
Compensation Committee. The Corporation intends to establish a compensation committee of the Board of Directors.  The compensation committee would review and approve the Corporation’s salary and benefits policies, including compensation of executive officers.  The compensation committee would also administer any stock option plans and recommend and approve grants of stock options under such plans.
 
STOCK INCENTIVE PLANS
 
The Corporation currently does not have any stock incentive plan adopted.  The Corporation may adopt a stock incentive plan in the future in order to further the growth and general prosperity of the Corporation by enabling our employees, contractors and service providers to acquire its common stock, increasing their personal involvement in the Corporation and thereby enabling the Corporation to attract and retain its employees, contractors and service providers.
 
 
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
With the exception of the below, t here were no transactions with any related persons (as that term is defined in Item 404 in Regulation SK) since the beginning of the Corporation’s last two fiscal year, or any currently proposed transaction, in which the Corporation was or is to be a participant and the amount involved which the amount exceeds the lesser of $120,000 or one percent of the average of the Corporation's assets at year end for the last two completed fiscal years, and in which any related person had a direct or indirect material interest.

Executive Compensation

During fiscal year ended December 31, 2012, the officers and directors of the Corporation earned certain salaries. Messrs. Paolucci and Karanovic each earned an annual salary of $200,000 and Mr. Pjevac earned an annual salary of $85,000.  The officers and directors are salaried employees with salaries paid weekly.

Shareholder Loan

A fter consummation of the Share Exchange Agreement, Mr. Paolucci loaned the Corporation an aggregate $500,000 for working capital purposes. The loan is payable upon demand with no interest. The loan was paid in full during fiscal year ended December 31, 2012.

Rescinded Employment Agreement

The employment agreement with the prior officer/director, D.A. Wallace  has been rescinded.
 
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
 
SHARE EXCHANGE AGREEMENT
 
Effective on February 1, 2012, the Corporation issued an aggregate of 59,000,000 shares of its restricted common stock to the D&R Shareholders, which are non-United States residents. In accordance with the terms and provisions of the Share Exchange Agreement, the D&R Shareholders acquired an aggregate of 59,000,000 shares of the Corporation’s restricted common stock in exchange for one hundred percent (100%) of the total issued and outstanding shares of D&R Technology held of record by the D&R Shareholders in a private transaction.
 
The shares were issued to three 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 D&R Shareholders acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from the Corporation’s management concerning any and all matters related to acquisition of the securities.
 
 
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DESCRIPTION OF SECURITIES
 
The following description of our securities and provisions of our articles of incorporation and bylaws is only a summary.  The Corporation refers to the copies of its articles of incorporation and bylaws, copies of which have been incorporated by reference as exhibits to this Current Report on Form 8-K.  The following discussion is qualified in its entirety by reference to such exhibits. Management of the Corporation has access to all corporate books and records, including transfer agent records.
 
Authorized Capital Stock
 
The total number of stock authorized that may be issued by the Corporation is 550,000,000 shares of which 50,000,000 shall be shares of preferred stock with a par value of $0.001 per share and 500,000,000 shall be shares of common stock with a par value of $0.001 per share.
 
Capital Stock Issued and Outstanding
 
After giving effect to the Share Exchange Agreement, the Corporation’s issued and outstanding securities, on a fully diluted basis, is as follows:
 
 
88,650,000 shares of common stock; approximately 66.56% of which shares are held by the D&R  shareholders issued either pursuant to the Share Exchange Agreement;
 
 
No shares of preferred stock;
 
 
No options to purchase any capital stock or securities convertible into capital stock; and
 
 
No warrants to purchase any capital stock or securities convertible into capital stock.
 
On December 15, 2009, the Corporation entered into three separate settlement agreements with Raymond Russell, Donna Boyle and Stephen Treanor, respectively (collectively, the Settlement Agreements"). In accordance with the Settlement Agreement with Stephen Treanor: (i) an aggregate of $72,000 in principal and accrued interest was due and owing as of December 15, 2009; and (ii) the Corporation agreed to convert $36,000 of the Convertible Note into shares of common stock of the Corporation at the rate of $0.005 per share. In accordance with the Settlement Agreement with Raymond Russell: (i) an aggregate of $72,000 in principal and accrued interest was due and owing as of December 15, 2009; and (ii) the Corporation agreed to convert $36,000 of the Convertible Note into shares of common stock of the Corporation at the rate of $0.005 per share. In accordance with the Settlement Agreement with Donna Boyle: (i) an aggregate of $41,600 in principal and accrued interest was due and owing as of December 15, 2009; and (ii) the Corporation agreed to convert $41,600 of the Convertible Note into shares of common stock of the Corporation at the rate of $0.005 per share. Effective January 2, 2013, Ms. Boyle and Messrs. Russell and Treanor entered into assignments with Mr. Dino Paolucci, our President/Chief Executive Officer, assigning to Mr. Paolucci all of their respective right, title and interest in and to the Convertible Notes and Settlement Agreements. Thus, in the event Mr. Paolucci converts the aggregate debt of $185,600 into shares of common stock at the conversion rate of $0.005, 37,120,000 shares will be issued to Mr. Paolucci. As of the date of this Current Report, the debt has not been converted but could be converted at any time by Mr. Paolucci resulting in the further issuance of 37,120,000 shares of common stock to Mr. Paolucci.
 
 
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As of the date of this Current Report, there are 52 shareholders of record.
 
Description of Common Stock
 
The holders of common stock are entitled to one vote per share. The Corporation’s Articles of Incorporation do not provide for cumulative voting.  The holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of legally available funds; however, the current policy of the Board of Directors is to retain earnings, if any, for operations and growth.  Upon liquidation, dissolution or winding-up, the holders of common stock are entitled to share ratably in all assets that are legally available for distribution.  The holders of common stock have no preemptive, subscription, redemption or conversion rights.
 
Subject to the rights of the holders of preferred stock to elect directors as a class, a director may be removed only for cause and only by the affirmative vote of the holders of 60% of the combined voting power of the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class.
 
The affirmative vote of the holders of at least 60% of the voting power of all shares of the Corporation entitled to vote generally, in the election of directors, voting together as a single class, shall be required to alter, amend, adopt any provision inconsistent with or repeal Article EIGHTH of the Articles of Incorporation. Except as may be otherwise fixed by resolution of the Board of Directors pursuant to the provisions relating to the rights of the holders of preferred stock, any action required or permitted to be taken by the stockholders of the Corporation may be effected at a duly called annual or special meeting of such holders and may be effected by any consent in writing by such holders. Except as otherwise required by law and subject to the rights of the holders of the preferred stock, special meetings of stockholders may be called only by the chairman, if any, on his own initiative, the President on his own initiative or by the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors. Notwithstanding anything contained in these Articles of Incorporation to the contrary, the affirmative vote of the holders of at least 60% of the voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend, adopt any provision inconsistent with or repeal this Article EIGHTH.
 
In further accordance with Article SEVENTH, and except as may otherwise be fixed by resolution of the Board of Directors relating to the rights of the holders of preferred stock,  the number of directors of the Corporation shall be fixed from time to time by or pursuant to the Bylaws of the corporation but in no instance shall exceed seven members. Moreover, except as may otherwise be fixed by resolution of the Board of Directors relating to the rights of the holders of preferred stock, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or any other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office even though less than a quorum of the Board of Directors. The Board of Directors  is expressly authorized to: (i) adopt, amend and repeal the bylaws of the Corporation; (ii) to fix and determine and vary the amount of working capital of the Corporation; (iii) to authorize the purchase or other acquisition of shares of stock of the Corporation; (iv) to determine the location where the books of the Corporation shall be kept; (v) to authorize the sale, lease or other disposition of the Corporation's properties; and (vi) to authorize the borrowing of money and issuance of bonds or debentures. In accordance with Section 78.565 regarding sale, lease or exchange of assets, shareholder approval will be required in the event the Board of Directors approves the sale, lease or exchange of substantially all of the properties and assets, including goodwill and corporate franchises, of the Corporation.
 
Description of Preferred Stock
 
Creation of Series A Preferred Stock
 
Effective July 27, 2010, the Corporation filed with the Secretary of State of the State of Nevada, a Certificate of Designation creating one hundred (100) shares, designated as “Series A Preferred Stock.” The shares of Series A Preferred Stock may be issued from time to time by our Board of Directors.
 
 
27

 
 
The following is a summary of the material rights and restrictions associated with our Series A Preferred Stock. This description does not purport to be a complete description of all of the rights of our stockholders and is subject to, and qualified in its entirety by, the provisions of the Corporation's Certificate of Designation relating to our shares of Series A Preferred Stock.
 
Each share of Series A Preferred Stock is convertible on a one-for-one basis into common stock and has all of the voting rights that the holders of our common stock has. In addition, the holders of a majority of the shares of Series A Preferred Stock represented at a duly called special or annual meeting of such shareholders or by an action by written consent for that purpose shall be entitled to elect three (3) directors (the “Series A Directors”). The holders of the Series A Preferred Stock may waive their rights to elect such three (3) directors at any time and assign such right to the board of directors to elect such directors; and (b) the holders of a majority of the shares of common stock represented at a duly called special or annual meeting of such shareholders or by an action by written consent for that purpose shall be entitled to elect two (2)   directors.
 
So long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock, voting as a separate class:
 
(1) amend our Articles of Incorporation or Bylaws;
 
(2) change or modify the rights, preferences or other terms of the Series A Preferred Stock, or increase or decrease the number of authorized shares of Series A Preferred Stock;
 
(3) reclassify or recapitalize any outstanding equity securities, or authorize or issue, or undertake an obligation to authorize or issue, any equity securities (or any debt securities convertible into or exercisable for any equity securities) having rights, preferences or privileges senior to or on a parity with the Series A Preferred Stock;
 
(4) authorize or effect any transaction constituting a Liquidation Event (as defined in this subparagraph) under these Articles, or any other merger or consolidation of the Corporation. For purposes of these Articles, a “Deemed Liquidation” shall mean: (A) the closing of the sale, transfer or other disposition of all or substantially all of the Corporation’s assets (including an irrevocable or exclusive license with respect to all or substantially all of the Corporation’s intellectual property); (B) the consummation of a merger, share exchange or consolidation with or into any other corporation, limited liability company or other entity (except one in which the holders of capital stock of the Corporation as constituted immediately prior to such merger, share exchange or consolidation continue to hold at least 50% of the voting power of the capital stock of the Corporation or the surviving or acquiring entity (or its parent entity)), (C) authorize or effect any transaction liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, provided , however , that none of the following shall be considered a Deemed Liquidation: (i) a merger effected exclusively for the purpose of changing the domicile of the Corporation, or (ii) a transaction or other event deemed to be exempt from the definition of a Deemed Liquidation by the holders of at least a majority of the then outstanding Series A Preferred Stock;
 
 
28

 
 
(5) increase or decrease the size of the Board of Directors as provided in the Bylaws of the Corporation or remove any of the Series A Directors (unless approved by the Board of Directors including the Series A Directors);
 
(6) declare or pay any dividends or make any other distribution with respect to any class or series of capital stock (unless approved by the Board of Directors including the Series A Directors);
 
(7) redeem, repurchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any outstanding shares of capital stock (other than the repurchase of shares of common stock from employees, consultants or other service providers pursuant to agreements approved by the Board of Directors under which the Corporation has the option to repurchase such shares at no greater than original cost upon the occurrence of certain events, such as the termination of employment) (unless approved by the Board of Directors including the Series A Directors);
 
(8) amend any stock option plan of the Corporation, if any (other than amendments that do not require approval of the stockholders under the terms of the plan or applicable law) or approve any new equity incentive plan;
 
(9) replace the President and/or Chief Executive Officer of the Corporation (unless approved by the Board of Directors including the Series A Directors); or
 
(10) transfer assets to any subsidiary or other affiliated entity.
 
Creation of Series B Preferred Stock
 
Effective July 27, 2010, the Corporation filed with the Secretary of State of the State of Nevada, a Certificate of Designation creating one million (1,000,000) shares, designated as “Series B Preferred Stock.” The shares of Series B Preferred Stock may be issued from time to time by our Board of Directors.
 
The following is a summary of the material rights and restrictions associated with our Series B Preferred Stock. This description does not purport to be a complete description of all of the rights of our stockholders and is subject to, and qualified in its entirety by, the provisions of our Certificate of Designation relating to our shares of Series B Preferred Stock.
 
The Series B Preferred Stock shall vote or act by written consent together with the common stock and not as a separate class. Each share of Series B Preferred Stock shall have that number of votes equal to five thousand (5,000) shares of common stock at any special or annual meeting of the stockholders of the Corporation and in any act by written consent in lieu of any special or annual meeting of the stockholders of the Corporation. Each share of Series B Preferred Stock is convertible into one share of common stock. In the case the Corporation shall at any time subdivide (by any share split, share dividend or otherwise) its outstanding shares of common stock into a greater number of shares, the number of shares of common stock of which are equal in voting power to each share of Series B Preferred Stock, as in effect immediately prior to such subdivision, shall be proportionately increased and, conversely, in case the outstanding common stock shall be combined into a smaller number of shares, the number of shares of common stock of which are equal in voting power to each share of Series B Preferred Stock, as in effect immediately prior to such combination, shall be proportionately reduced.
 
 
29

 
 
So long as any shares of Series B Preferred Stock are outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the then outstanding shares of Series B Preferred Stock, voting as a separate class, change or modify the rights, preferences or other terms of the Series B Preferred Stock, or increase or decrease the number of authorized shares of Series B Preferred Stock
 
Anti-Takeover Effects
 
The creation of the Series A Preferred Stock and Series B Preferred Stock (collectively the “Preferred Stock”) provides us with shares of Preferred Stock which permits us to issue additional shares of capital stock that could dilute both voting power and the ownership of the holders of our Common Stock by one or more persons seeking to effect a change in the composition of our Board of Directors or contemplating a tender offer or other transaction for the combination of the Corporation with another company. The creation of the Preferred Stock is not being undertaken in response to any effort of which our Board of Directors is aware to enable anyone to accumulate shares of our Common Stock or gain control of the Corporation. The purpose of the creation of the Preferred Stock is to grant us the flexibility to issue our equity securities in the manner best suited for our Corporation, or as may be required by the capital markets. However, we presently have no plans, proposals, or arrangements to issue any of the newly created shares of Preferred Stock for any purpose whatsoever, including future acquisitions and/or financings.
 
Market Price and Dividends
 
D&R is, and has always been a privately-held company. There is not, and never has been, a public market for the securities of D&R. The Corporation’s common stock is currently approved for quotation on the OTC Bulletin Board maintained by the National Association of Securities Dealers, Inc. under the symbol NRBT.OTCBB, but there is currently no liquid trading market.
 
Dividends may be declared and paid out of legally available funds. Shares of one class or series of securities may not be issued as a share dividend to shareholders of another class or series unless approved by a majority of the shareholders.  The Corporation has not previously paid any cash dividends on our common stock and does not anticipate or contemplate paying dividends on its common stock in the foreseeable future. The Corporation currently intends to utilize all available funds to develop our business.  The Corporation can give no assurances that it will ever have excess funds available to pay dividends.
 
As of the date of this Current Report, there are 88,650,000 outstanding shares of the Corporation's common stock that are restricted securities as that term is defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). Although the Securities Act and Rule 144 place certain prohibitions on the sale of restricted securities, restricted securities may be sold into the public market under certain conditions. Approximately 20,000,000 shares of restricted common stock will be able to be sold under Rule 144 commencing April 20, 2013, which shares were issued to prior officers and directors from inception through 2009 as compensation for services rendered. The shares would be eligible for resale under Rule 144(b) one year hold period commencing April 20, 2013. The Corporation may be considered a prior shell company as defined in Rule 230.405 of the Securities Act and, therefore, the 20,000,000 shares of restricted stock available for sale under Rule 144 may be affected.  On December 5, 2008, prior management of the Corporation designated the Corporation a shell corporation, thus the Corporation must cure itself of its shell status by: (i) no longer fitting the definition of a shell company as defined in Rule 144(i)(1); (ii) subjecting to the reporting requirements under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and filing all reports (other than Form 8-K reports) required under the Exchange Act for the preceding twelve months; and (iii) filing current “Form 10 information” with the Securities and Exchange Commission reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1) and one year has elapsed since the filing of the "Form 10 information" with the Securities and Exchange Commission. The Corporation filed its "Form 10 information" April 20, 2012.
 
 
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Any significant downward pressure on the price of our common stock as the shareholders sell their shares of the Corporation's common stock could encourage short sales by the selling shareholders or others. Any such sales could place further downward pressure on the price of the Corporation's common stock.
 
The Corporation's common stock has been quoted on the Over-the-Counter Bulletin Board since July 12, 2010, under the symbol ECIT.OB and recently to NRBT.OB. The market for the Corporation's common stock is limited and can be volatile. The following table sets forth the high and low bid prices relating to the common stock on a quarterly basis for the periods indicated as quoted by the NASDAQ OTC:BB stock market. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect actual transactions.
 
2011 Financial Year
 
High Bid
   
Low Bid
 
Fourth Quarter: 03/1/12-05/31/12
 
$
0.15
   
$
0.10
 
Third Quarter: 12/1/11-2/28/12
 
$
1.35
   
$
0.27
 
Second Quarter: 09/1/11-11/30/11
 
$
1.30
   
$
0.30
 
First Quarter: 06/01/11-08/31/11
 
$
1.30
   
$
0.22
 
 
2010 Financial Year
 
High Bid
   
Low Bid
 
Fourth Quarter: 03/1/11-05/31/11
 
$
1.30
   
$
.21
 
Third Quarter: 12/1/10-02/28/11
 
$
1.30
   
$
0.22
 
Second Quarter: 09/1/10-11/30/10
 
$
0.30
   
$
0.30
 
First Quarter: 07/12/10-08/31/10
 
$
0.02
   
$
0.02
 
 
As of June 30, 2012, an aggregate of 88,650,000 shares of common stock were issued and outstanding and were owned by approximately 58 holders of record, based on information provided by the Corporation's transfer agent.
 
Rule 144
 
Prior to consummation of the Share Exchange Agreement, the Corporation was in the business of developing Dry-bar cave bat guano from deposits in Angola/Mozambique as an organic fertilizer for use in organic farming. The Corporation marketed and sold the Dry-Bar Cave bat guano in Europe, mainly the United Kingdom, and in South Africa. The logistics of distribution were arranged in such a way that the bat guano was transported, using local trucking contractors, to shipping ports in Angola, and shipped via cargo ships. Net revenues for the year ended May 31, 2011 were $12,413 compared to $8,775 for the year ended May 31, 2010. The Corporation was able to increase net revenues over the comparative period as interest for the product continued to increase. However, the marketing effort was hampered by a lack lack of working capital. Management of the Corporation concentrated on establishing the viability of the market for guano as a fertilizer and sought to find distributors capable of handling a higher volume of sales. However, management was not successful and deemed it in the best interests of the Corporation and its shareholders to consummate the Share Exchange Agreement and change the direction of its business operations.
 
However, on December 15, 2008, the Board of Directors changed the Corporation's reporting status to a shell corporation as evidenced in the filing of a current report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2008. Rule 144 will be available for the re-sale of securities by the shareholders of the Corporation one year from April 20, 2012, which is the date of filing of its Current Report on Form 8-K containing Form 10 information.
 
 
31

 
 
Indemnification of Directors and Officers
 
Under Nevada law, a corporation may indemnify its directors, officers, employees and agents under certain circumstances, including indemnification of such persons against liability under the Securities Act of 1933, as amended.  In addition, a corporation may purchase or maintain insurance on behalf of its directors, officers, employees or agents for any liability incurred by him in such capacity, whether or not the corporation has the authority to indemnify such person.
 
Limitation of Liability for Officers and Directors.

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director if he (i) is not liable under NRS 78.138; or (ii) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to be believe his conduct was unlawful. If the NRS, or any other applicable law, is amended to authorize corporation action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS, or any other applicable law, as so amended. Any repeal or modification of this Section (a) by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

Each person who has or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (herein a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer or employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is an alleged action in an official capacity as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the NRS, or any other applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in paragraph (2) of this section (b) with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section (b) shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the NRS, or any other applicable law, requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director of officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section (b) or otherwise.
 
 
32

 
 
If a claim under Paragraph (1) of this Section (b) is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant, may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to such any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct that makes it permissible under the NRS, or any other applicable law, for the Corporation to indemnify the claimant for the amount claimed, but the burden of providing such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, stockholders or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstance because he or she has met the applicable standard of conduct set forth in the NRS, or any other applicable law, nor an actual determination by the Corporation (including the Board of Directors, stockholders or independent legal counsel) that the claimant has not met such applicable standard of conduct shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
 
The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section (b) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of these Articles of Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
 
The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the NRS, or any other applicable law.
 
The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this Section (b) with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.
 
Any repeal or modification of this Section (b) by the stockholders of the Corporation shall not adversely affect any right or protection of a director, officer, employee or agent of the Corporation existing at the time of such repeal or modification.
 
The By-Laws provide, among other things, that a director, officer, employee or agent of the corporation may be indemnified against expenses (including attorneys’ fees inclusive of any appeal), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such claim, action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best of our interests, and with respect to any criminal action or proceeding, he had no reasonable cause to believe that his conduct was unlawful.
 
The effect of these provisions may be to eliminate the rights of the Corporation and its stockholders (through stockholder derivative suits on behalf of the Corporation) to recover monetary damages against a director, officer, employee or agent for breach of fiduciary duty.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be provided for directors, officers, employees, agents or persons controlling an issuer pursuant to the foregoing provisions, the opinion of the SEC is that such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable.
 
 
33

 
 
Emerging Growth Company
 
The Corporation is not considered an "emerging growth company" as defined under the Jumpstart Out Business Startups Act ("jobs"), which was recently signed into law April 5, 2012. An emerging growth company is a company with annual gross revenues of less than $1,000,000,000 during its most recently completed fiscal year. An emerging growth company retains its status and reduced regulatory and reporting requirements associated with it until the earliest of:
 
·
the last day of the first fiscal year during which the Corporation has annual gross revenues of $1,000,000,000 or more;
·
the last day of the first fiscal year following the fifth anniversary of the Corporation's initial public offering ("IPO");
·
the date on which the Corporation has, during the previous three year period, issued more than $1,000,000,000 in non-convertible debt; or
·
the date on which the Corporation is deemed to be a large accelerated filer.
 
However, the Corporation is not an emerging growth company for purposes of the Securities Act and the Securities Exchange Act if the first sale of common equity securities of such issuer pursuant to an effective registration statement under the Securities Act occurred on or before December 8, 2011. The Corporation's registration statement on Form SB-2 was declared effective by the Securities and Exchange Commission on December 21, 2007.
 
In the event the corporation wa s an emerging growth company, the Corporation would be exempt from certain regulatory and reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The JOBS Act facilitates the IPO process for emerging growth companies by exempting them from:
 
·
Section 14A(a) and (b) of the Exchange Act implemented by Section 951 of the Dodd-Frank Act, which requires companies to hold shareholder advisory votes on executive compensation and golden parachute compensation;
·
Section 14(i) of the Exchange Act, which will require companies to disclose the relationship between executive compensation actually paid and the financial performance of the company;
·
Section 953(b)(1) of the Dodd-Frank Act, which will require companies to disclose the ratio between the annual total compensation of the chief executive officer and the median on the annual total compensation of all employees of the respective company;
·
The requirement to provide certain other executive compensation disclosure under Item 402 of Regulation S-K, of which an emerging growth company will be required to comply only with the more limited provisions of Item 402 applicable to smaller reporting companies.
·
An emerging growth company will not be required to provide an auditor's attestation report on internal financial reporting controls under Section 404(b) of the Sarbanes-Oxley Act of 2002;
·
An emerging growth company will not have to comply with any new or revised financial accounting standards not applicable to private companies; and
·
An emerging growth company will not have to comply with any rules that the Public Company Accounting Oversight Board might adopt requiring audit firm rotation or auditor discussion and analysis of the issuer's financial statements.
 
 
34

 

The Corporation’s primary area of operations is Canada where the statutory Federal corporate income tax rate is 28% (2010-31%).  The following table is a reconciliation between the effective tax rate from continuing operations and the Canadian statutory tax rate.
 
   
December 31,
2011
   
December 31,
2010
 
             
Income tax expense (benefit) at federal statutory rate
 
$
152,238
   
$
(181,869
)
Provincial income taxes (benefit), net of federal tax benefit
   
      (67,965
)
   
88,001
 
                 
                 
Change in valuation allowance
   
(2,112
)
   
18,007
 
Other – net
   
(3,419
)
   
326
 
Income tax expense (benefit)
 
$
78,742
 
 
$
(75,535
)
     
 
 
 
     
The nature and tax effect of the temporary differences giving rise to deferred income tax assets are summarized as follows:
         
Deferred tax assets and (liabilities)
               
Deferred tax liability- fixed assets
   
(9,765
)
 
$
(15,275
)
Deferred tax assets - Net operating loss
   
9,765
     
93,542
 
Total deferred tax asset (liability)
   
-
     
78,267
 
Valuation allowance on deferred tax asset
   
-
     
-
 
Net of deferred tax asset
 
$
-
   
$
78,267
 
 
Deferred income tax assets and liabilities reflect the Corporation’s net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets are recorded for the future tax benefit of net operating losses and tax credit carryforwards.
 
The Corporation applies the provisions of the ASC 740 “Income Taxes” . ASC 740-10 prescribes a recognition threshold and a measurement attributed for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.  For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.  The Corporation believes that its tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its consolidated financial position.  The Corporation recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.  No interest and penalties were incurred at December 31, 2011 and 2010.
 
 
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Prior to its acquisition by Ecoland International Inc., the Corporation qualified for the small business deduction which reduced the statutory federal corporate income tax rate by 17%.  Upon completion of the transaction, the business’ corporate tax status changed and as a result will no longer qualify for this tax rate reduction.
 
   
December 31,
2011
   
December 31,
2010
 
             
Net earnings (loss) before income taxes
 
$
543,708
   
$
(586,675
)
Expected income tax expense (recovery) at statutory rates
   
152,238
     
(181,869
)
Tax rate adjustment for small business deduction
   
(67,963
)
   
88,001
 
Adjustments:
               
Permanent differences:
               
Non deductible meals
   
1,266
     
513
 
Timing differences:
               
Depreciation
   
5,611
     
5,664
 
Capital cost allowance (CCA)
   
(2,454
)
   
(3,911
)
Warranty reserve
   
(7,842
)
   
(1,940
)
Change in deferred income tax asset
   
(2,112
)
   
18,007
 
Income tax provision (benefit)
 
$
78,742
   
$
(75,535
)
The change in the Canadian statutory rate over the prior year is the result of a reduction in the federal and provincial.
         
income tax rates.
               
The nature and tax effect of the temporary differences giving rise to deferred income taxe assets are summarized as follows:
         
Deferred tax assets and (liabilities)
               
Deferred tax liability- fixed assets
   
(9,765
)
 
$
(15,275
)
Deferred tax assets - Net operating loss
   
9,765
     
93,542
 
Total deferred tax asset (liability)
   
-
     
78,267
 
Valuation allowance on deferred tax asset
   
-
     
-
 
Net of deferred tax asset
 
$
-
   
$
78,267
 
 
Transfer Agent and Registrar
 
The transfer agent and registrar for the Corporation is Manhattan Transfer Registrar Company. 57 Eastwood Road, Miller Place, New York 11764. .
 
 
36

 
 
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
 
Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
 
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
 
Following the Share Exchange Agreement: (i) David Wallace resigned as a member of the Board of Directors and the President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer of the Corporation effective February 1, 2012; (ii) Berardino Paolucci was appointed as the President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer and a member of the Board of Directors of the Corporation effective February 1, 2012; and (iii) Drasko Karanovic and Velijko Pjevac were appointed as additional members of the Board of Directors of the Corporaiton effective February 1, 2012. Thus as of the date of this Current Report, the Board of Directors consists of Berardino Paolucci, Drasko Karanovic and Velijko Pjevac. The biographies of each of the new directors and officers are set forth in the section entitled “Directors and Executive Officers” under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
 
There are no transactions since the beginning of the Corporation’s last fiscal year, or any currently proposed transaction, in which the Corporation was or is to be a participant and the amount involved exceeds $120,000 and in which Messrs. Paolucci, Pjevac or Karanovic had or will have a direct or indirect material interest, other than the ownership of shares of the Corporation’s common stock.  Such beneficial ownership is set forth in the table under the caption “Security Ownership of Certain Beneficial Owners and Management” under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
  
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 
(a)  Financial Statements of Businesses Acquired . In accordance with Item 9.01(a), D&R Technologies Inc. audited financial statements for the fiscal years ended December 31, 2011 and 2010 are included in this filing.
 
(b)  Pro Forma Financial Information .  In accordance with Item 9.01(b), our unaudited  pro forma combined financial statements are filed in this Current Report on Form 8-K as Exhibit 99.2.
 
Such pro forma financial statements are based on the historical financial statements of the Corporation and  D&R after giving effect to the share exchange transaction.  Based on the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined financial statements, D&R is considered the accounting acquirer.  The share exchange transaction was completed on February 1, 2011. Because D&R’s owners as a group retained or received the larger portion of the voting rights in the combined entity and D&R’s senior management represents a majority of the senior management of the combined entity, D&R was considered the acquirer for accounting purposes and will account for the share exchange transaction as a reverse acquisition as the power to control D&R exists with senior management. The acquisition will be accounted for as the recapitalization of D&R.  Our fiscal year will end on December 31st.
 
The unaudited pro forma combined financial statements should be read in conjunction with “Management’s Discussion and Analysis or Plan of Operations” under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference, and the historical consolidated financial statements and accompanying notes of  D&R and the Corporation.  The unaudited pro forma combined financial statements are not intended to represent or be indicative of the Corporation’s results of operations or financial condition that would have been reported had the share exchange transaction been completed as of the first day of the period presented, and should not be taken as representative of the future results of operations or financial condition of the Corporation.
 
(d)  Exhibits .  The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
 
 
37

 
 
 
 
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.
     
3.2
 
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.
     
10.5
 
Rescission Agreement among D&R Technology Inc. and certain shareholders of Ecoland International Inc. dated January 27, 2012.
     
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.
     
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.
     
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.
     
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.
     
10.25
 
Assignment Agreement dated January 2, 2013 between Stephen Treanor and Berardino Paolucci.
     
10.26
 
Assignment Agreement dated January 2, 2013 between Raymond Russell and Berardino Paolucci.
     
10.27
 
Assignment Agreement dated January 2, 2013 between Donna Boyle and Berardino Paolucci.
     
10.28
 
Purchase Order 39099733 Rev. 2 dated February 5, 2013 from Johnson Controls.
     
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.
 
 
38

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
NOVUS ROBOTICS INC.
 
       
DATE: February 7, 2013
 
/s/ Berardino Paolucci
 
   
Berardino Paolucci
 
   
President/Chief Executive Officer
 
 
 
39

EXHIBIT 10.1
 
SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), effective as of this __ day of January, 2012 (the "Effective Date"), is entered into by and between Ecoland International Inc., a corporation formed under the laws of the State of Nevada (“ECIT”), D&R Technology, Inc., a corporation formed under the laws of Ontario (“D&R”), and the shareholders of D&R (the “D&R Shareholders”), as listed on Exhibit A attached hereto.

WHEREAS the D&R Shareholders are the registered and beneficial owners of all of the issued and outstanding shares of common stock of D&R (the “D&R Shares”);

WHEREAS ECIT is a publicly trading corporation, whose shares of common stock trade on the OTC Market under the symbol “ECIT”);

WHEREAS subject to approval by the respective Board of Directors, ECIT desires to acquire one hundred percent (100%) of the total issued and outstanding D&R Shares in exchange for 59,000,000 shares of the common stock, par value $0.001, of ECIT representing approximately __ % of the total issued and outstanding shares of ECIT (the “ECIT Shares”);

WHEREAS ECIT desires to acquire D&R in exchange for all of the issued and outstanding shares of D&R resulting in D&R becoming a wholly-owned subsidiary of ECIT in a tax-free exchange;

WHEREAS certain controlling shareholders of ECIT (the “ECIT Controlling Shareholders”) and D&R entered into a stock purchase agreement dated November 7, 2011 (the “Stock Purchase Agreement”), pursuant to which D&R was to acquire 59,000,000 shares of common stock of ECIT;

WHEREAS the ECIT Controlling Shareholders and D&R have rescinded the Stock Purchase Agreement and the ECIT Controlling Shareholders have returned to ECIT their respective share certificates evidencing the aggregate 59,000,000 shares of common stock of ECIT and ECIT shall cancel and return to treasury the 59,000,000 shares of common stock;

WHEREAS, the parties to this Agreement have agreed to the share exchange subject to the terms and conditions set forth below.

NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the mutual premises and the mutual covenants and agreements contained herein, the parties covenant and agree each with the other as follows:

 
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ARTICLE I
EXCHANGE OF STOCK

Section 1.01.  Exchange.   Upon the terms and subject to the conditions of this Agreement, the D&R Shareholders agree to exchange the D&R Shares for the ECIT Shares and ECIT agrees to proportionately issue to the D&R Shareholders an aggregate of 59,000,001 ECIT Shares on a one-for-one basis for each share held of record by the D&R Shareholder. The parties intend that the share exchange shall qualify as a tax free reorganization under Section 368 of the Internal Revenue Code. However, ECIT makes no representations or warranties regarding the qualification of the share exchange as “tax free”. ECIT shall cooperate with D&R in executing any reasonably necessary documents to qualify the share exchange as tax free.

Section 1.02.  Delivery of Stock.   (a) Upon the execution hereof, the D&R Shareholders shall deliver to ECIT all of the stock certificates representing the total issued and outstanding D&R Shares, duly endorsed in blank;

(b)  Upon execution hereof, ECIT shall deliver to the D&R Shareholders stock certificates representing the ECIT Shares in the names and denominations as set forth on Exhibit A hereto.

(c)  The execution and delivery of this Agreement shall take place on January 27, 2012 or by counterpart signatures to be sent to such offices by facsimile transmission. Closing shall occur as soon as possible after the effective date of this Agreement but in no event after January 31, 2012 unless extend by agreement by the parties hereto (the “Closing”).

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF D&R
AND D&R SHAREHOLDERS

Section 2.01.  Organization, Standing and Authority; Foreign Qualification.   (a) D&R is a corporation duly organized, validly existing and in good standing under the laws of the Province of Ontario with all requisite power and authority to enter into, and perform the obligations under this Agreement.  D&R has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being and as heretofore conducted.

(b)   D&R is duly qualified or otherwise authorized as a corporation to transact business and is in good standing in each jurisdiction as necessary to conduct business as required by law.  D&R does not file any franchise, income or other tax returns in any other jurisdiction other than the Province of Ontario, if applicable, based upon the ownership or use of property therein or the derivation of income there from.
 
 
2

 

Section 2.02.  Capitalization. The authorized capital of D&R consists of _____ shares of common stock. A total of _____ shares of common stock are issued and outstanding. The D&R Shares are the only class of D&R’s capital stock that is outstanding. All of the outstanding D&R Shares are duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights.

Section 2.03.   Certificate of Incorporation and By-Laws. D&R has heretofore delivered to ECIT true, correct and complete copies of its Articles of Incorporation or other documentation evidencing a corporation and By-laws. The minute books of D&R accurately reflect all actions taken at all meetings and consents in lieu of meetings of its stockholders, and all actions taken at all meetings and consents in lieu of meetings of each of their boards of directors and all committees.

Section 2.04.  Execution and Delivery. This Agreement has been duly executed and delivered by each D&R Shareholder and each constitutes the valid and binding agreement of each D&R Shareholder enforceable against the D&R Shareholders in accordance with its terms.

Section 2.05.  Consents and Approvals. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof do not require any D&R Shareholder to obtain any consent, approval or action of, or make any filing with or give any notice to, any person or entity.

Section 2.06.  No Conflict. The execution, delivery and performance of each of this Agreement and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof will not (a) violate any provisions of the Articles of Incorporation, By-laws or organizational document of D&R; (b) violate, conflict with or result in any modification of the effect of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both, constitute) a default under, and contract to which any D&R Shareholder or D&R is a party to by or to which any of them or any of their respective assets or properties may be bound or subject; (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon any D&R Shareholder or D&R or upon the D&R Shares or the properties or business of D&R; (d) violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to any D&R Shareholders or D&R; or (e) result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any permit.

Section 2.07.  Title to Stock. Each D&R Shareholder has valid title to their respective portion of the D&R Shares free and clear of all liens or encumbrances, including, without limitation, any community property claim. Upon delivery of the D&R Shares to be made on the Closing, ECIT shall acquire good and marketable title thereto, free and clear of any lien, including, without limitation, any community property claim.

Section 2.08.  Options or Other Rights. (a) There are no outstanding rights, subscriptions, warrants , calls, preemptive rights, options, contracts or other agreements of any kind to purchase or otherwise to receive from any D&R Shareholder or from D&R any of the outstanding, unauthorized or treasury shares of the D&R Shares; and (b) there is no outstanding security of any kind convertible into any security of D&R and there is no outstanding contract or other agreement to purchase, redeem or otherwise acquire any of the D&R Shares.
 
 
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Section 2.09.  Material Information. This Agreement, the financial statements of Avixy and all other information provided in writing by the D&R Shareholders or D&R or representatives thereof to ECIT, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement contained herein or therein not misleading. There are no facts or conditions, which have not been disclosed to ECIT in writing which, individually or in the aggregate, could have a material adverse effect on ECIT or a material adverse effect on the ability of any D&R Shareholder to perform any of his or her obligations pursuant to this Agreement.

Section 2.10.  Absence of Certain Changes. There has been no event, change or development which could have a material adverse effect on D&R.

Section 2.11.   Undisclosed Liabilities. D&R has not incurred, any direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, fixed or unfixed, choate or inchoate, liquidated or un liquidated, secured or unsecured, accrued, absolute, contingent or otherwise, of a kind required by generally accepted accounting principles to be reflected or reserved against on a financial statement (“Liabilities”), which individually or in the aggregate exceeds $10,000.

Section 2.12.   C ompliance with Laws. D&R is not in violation of any applicable order, judgment, injunction, award or decree nor is it in violation of any Federal, provincial, state, local or foreign law, ordinance or regulation or any other requirement of any governmental or regulatory body, court or arbitrator, other than those violations which, in the aggregate, would not have a material adverse effect on D&R, neither D&R nor any D&R Shareholder has received written notice that any violation is being alleged.

Section 2.13.  Actions and Proceedings. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against or involving D&R, or against or involving any of the D&R Shares. There are no actions, suits or claims or legal, regulatory, administrative or arbitration proceedings pending or, to the knowledge of any of the D&R Shareholders threatened against or involving D&R.

Section 2.14.  Contracts. Exhibit B sets forth all of the contracts to which D&R is a party or by or to which D&R or its assets or properties are bound or subject. There have been delivered or made available to ECIT true, correct and complete copies of each of the contracts set forth in Exhibit B. Each such contract is valid, subsisting, in full force and effect and binding upon the parties thereto in accordance with its terms, and neither D&R nor any of D&R other affiliates, as the case may be, is in default in any respect under any of them.

Section 2.15.  Liens. D&R has marketable title to all of its assets and properties free and clear of any lien.

Section 2.16.  Brokerage. No brokerage fees are to be paid in relation to this transaction.
 
 
4

 

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF ECIT
 
ECIT represents and warrants to D&R and to the D&R Shareholders as follows:

Section 3.01.  Organization, Standing and Authority of ECIT. ECIT is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to own or lease its assets as now owned or leased by it and to otherwise conduct its business. All corporate proceedings required by law or by the provisions of this Agreement to be taken by ECIT on or before the Closing in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been or will be duly and validly taken.

Section 3.02.  Execution and Delivery. This Agreement has been duly authorized, executed and delivered by ECIT and constitutes the valid and binding agreement of ECIT enforceable against ECIT in accordance with its terms.

Section 3.03.  Consents and Approvals. The execution, delivery and performance by ECIT of this Agreement and the consummation by ECIT of the transactions contemplated hereby do not require ECIT to obtain any consent, approval or action of, or make any filing with or give any notice to, any person.

Section 3.04.  No Conflict. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof will not: (a) violate any provision of the Certificate of Incorporation, By-laws or other organizational document of ECIT; (b) violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract to which ECIT is a party or by or to which its assets or properties may be bound or subject; (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon ECIT or upon the securities, assets or business of ECIT; or (d) violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to ECIT or to the securities, properties or business of ECIT.

Section 3.05.  Capitalization. The authorized capital of ECIT consists of 500,000,000 shares of common stock, par value $0.001, of which a total of 88,650,000 shares are issued and outstanding. In addition, ECIT has 100 shares of Series A Preferred and 1,000 shares of Series B Preferred Shares, none of which are issued and outstanding. The ECIT Shares are the only class of ECIT’s capital stock that is outstanding. All of the outstanding ECIT Shares are duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights. There are no outstanding options or warrants of ECIT.
 
 
5

 

Section 3.06.  Brokerage. No broker or finder has acted, directly or indirectly, for ECIT, nor has ECIT incurred any obligation to pay any brokerage, finder’s fee or other commission in connection with the transactions contemplated by this Agreement.

Section 3.07.  Articles of Incorporation and By-Laws. ECIT has heretofore delivered to D&R and the D&R Shareholders a true, correct and complete copies of the Articles of Incorporation and By-laws or comparable instruments of ECIT.

Section 3.08.  Status of ECIT Shares. Upon consummation of the transactions contemplated by this Agreement, the ECIT Shares to be issued to the D&R Shareholders, when issued and delivered, will be free of any and all liens, claims or encumbrances.

Section 3.09.  No Bankruptcy. Neither ECIT nor its assets are the subject of any proceeding involving either a voluntary or an involuntary bankruptcy, insolvency or receivership.

Section 3.10.  Contracts and Commitments .  Notwithstanding that certain employment agreement dated June 1, 2009 (the “Employment Agreement”) between ECIT and David Wallace (“Wallace”), all other agreements which materially affect ECIT to which ECIT is a party or by which ECIT or any of its property is bound which exist as of the date of execution of this Agreement have been reviewed by the parties and ECIT is not in default with respect to any material term or condition of any such contract, nor has any event occurred which through the passage of time or the giving of notice, or both, would constitute a default hereunder.

The Employment Agreement is terminated in accordance with Section 5.4 and Wallace has waived any and all rights or claims to compensation due and owing under the terms of the Employment Agreement, including any liquidated damages due and owing Wallace under the any currently existing severance pay plan for employees and any payments of benefits under any existing Benefit Coverages in which Wallace was participating in accordance with the terms of such Benefit Coverages (as that term is defined in the Employment Agreement).

3.11.  Liabilities.   ECIT will provide to D&R the reviewed balance sheet and statements of income, changes in stockholders' equity and cash flows as of and for the quarter ended November 30, 2011 (the “Financial Statements”). ECIT has three liabilities reflected on the balance sheet of the Financial Statements: (i) $359,477 in notes payable – related parties, which related party is David Wallace (the “Related Party Debt”); (ii) $26,574 in accounts payable and accrued liabilities (“Accounts Payable”); and (ii) $250,622 in notes payable, which consist of those certain convertible notes as follows: (a) convertible promissory note dated April 15, 2008 in the principal amount of $30,000 issued to Donna Boyle, (b) convertible promissory note dated December 15, 2006 in the principal amount of $50,000 issued to Raymond Russell, and (c) convertible promissory note dated December 15, 2006 in the principal amount of $50,000 issued to Stephen Treanor (collectively, the Convertible Promissory Notes”).

ECIT warrants and represents that it will cause the Convertible Promissory Notes to be assigned and transferred at Closing to those individuals and in those denominations as specified by D&R. ECIT warrants and represents that Wallace waived payment of the Related Party Debt as reflected in the waiver and settlement agreement between ECIT and Wallace dated January 27, 2012. ECIT further warrants and represents that it has satisfied or will satisfy in full by Closing all amounts due and owing under the Accounts Payable. The Company does not have any other liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or un-accrued, whether liquidated or un-liquidated, and whether due or to become due), including any liability for taxes, except for liabilities expressly specified in the Financial Statements referenced above (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, or violation of law).

Section 3.12.   C ompliance with Laws.   To its knowledge, ECIT is not in violation of any applicable order, judgment, injunction, award or decree nor is it in violation of any Federal, state, local or foreign law, ordinance or regulation or any other requirement of any governmental or regulatory body, court or arbitrator, other than those violations which, in the aggregate, would not have a material adverse effect on ECIT and ECIT has not received written notice that any violation is being alleged.

Section 3.13.  Corporate Records . All of the minute books and corporate and financial records of ECIT are, or prior to the Closing will be made available for review.  In the event of the absence of a complete minute book, representation and warranty by the board of directors shall take precedence over the minute book and shall be incorporated to the minute book.
 
 
6

 
 
ARTICLE IV
COVENANTS AND AGREEMENTS
 
The D&R Shareholders, D&R and ECIT covenant and agree as follows:

Section 4.01.  Conduct of Business in the Ordinary Course.   From the date hereof through the Closing Date, the D&R Shareholders shall cause D&R to conduct its business substantially in the manner in which it is currently conducted.

Section 4.02.  Appointment of Directors and Executive Officers.   The directors of ECIT shall upon Closing appoint those certain additional directors as members of the Board of Directors and those certain executive officers as designated by D&R.

Section 4.03.   Board and Shareholder Approval. Prior to the Closing, D&R will obtain from its Board of Directors and the D&R Shareholders approval of this Agreement and the transactions contemplated hereby. Prior to the Closing, ECIT will obtain from its Board of Directors approval of this Agreement and the transactions contemplated hereby, including the issuance of the ECIT Shares.
 
ARTICLE V
MISCELLANEOUS

Section 5.1.  Timing. Time is of the essence of this Agreement and each party hereto agrees and covenants to use their reasonably best efforts to complete the transactions contemplated hereby in a timely manner.

Section 5.2.  Additional Documentation.   The parties will execute and deliver such further documents and instruments and do all such acts and things as may be reasonably necessary or requisite to carry out the full intent and meaning of this Agreement and to effect the transactions contemplated by this Agreement.

Section 5.3.  Assignment.   This Agreement may not be assigned by any party hereto without the prior written consent of all parties to this Agreement.

Section 5.4.  Execution in Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument.

Section 5.5.  Expenses. Each party will pay its legal expenses incurred in connection with the transactions contemplated hereby, whether or not such transactions are consummated.
 
Section 5.6.  Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, without regard to principles of conflicts of law.
 
 
7

 

IN WITNESS WHEREOF the parties hereto have set their hand and seal as of the day and year first above written.

  ECOLAND INTERNATIONAL CORP.  
       
Date: January __, 2012
By:
   
    Title   
       
       
  D&R TECHNOLOGY INC.  
       
Date: January __, 2012
By:
   
    Title   
       
       
  D&R Shareholders  
       
Date: January __, 2012
     
       
Date: January __, 2012
     
       
Date: January __, 2012
     
 
 
8

 
 
 
 
 
 
9
EXHIBIT 10.4

 
 
 

 
STOCK PURCHASE AGREEMENT



AMONG


THE BUYER EXECUTING THIS AGREEMENT


AND


SELLING STOCKHOLDERS OF ECOLAND INTERNATIONAL CORP.

November 7, 2011

 
 
 
 
 

 
 
1

 
 
STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT dated as of November 7, 2011 (this “ Agreement ”), by and among, D&R Technology, Inc. (the “Buyer”) and the undersigned Seller(s) (the “Sellers”) who are also referred to herein as the Controlling Shareholders (“Controlling Shareholders”).  The Buyer and the Sellers are referred to collectively herein as the “ Parties” .

BACKGROUND

The Sellers own Fifty Nine Million (59,000,000) shares of the issued and outstanding capital stock of Ecoland International Corp., a Nevada corporation currently listed for trading under the symbol ECIT (the “ Company ”).  The Buyer desires to purchase from the Sellers, and the Sellers desire to sell to the Buyer, Fifty Nine Million of the total issued and outstanding shares of the capital stock of the Company in return for US Two Hundred Sixty Two Thousand Dollars ($262,000), pursuant to the terms set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties, intending to be legally bound, hereby agree as follows.

1.   Definitions .  Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to such terms in Appendix A hereto.

2.   Purchase and Sale of Company Shares and Appointment of Representatives .

(a)   Basic Transaction .  On and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Sellers, and the Sellers shall sell to the Buyer, Fifty Nine Million (59,000,000) of the issued and outstanding shares (the “Company Shares”) of the Company’s capital stock for the consideration specified below in this paragraph 2.

(b)   Trust Deposit Amount . The Buyer has deposited Fifty Thousand Dollars ($50,000.00) (the “ Escrow Amount ”) into the escrow account pursuant to an Escrow Agreement.  All deposited funds shall be held for the benefit of the Buyer.  The balance of the purchase price, Two Hundred Twelve Thousand USD, ($212,000.00) shall be paid upon completion of due diligence as defined in the Escrow Agreement if Buyer elects to proceed.  The funds shall be disbursed (as defined below) and shall be considered a portion of the Purchase Price (as defined below);

(c)   Purchase Price .  The Buyer shall pay a total of Two Hundred Sixty Two Thousand Dollars ($262,000), (the “Purchase Price”), for the purchase of the Company Shares. The Purchase Price shall be disbursed in a manner specified by the Sellers.

(d)   The Closing .  The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place before November 30, 2011 subject to the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself) or such other date as the Buyer Representative and the Sellers Representative may mutually determine (the “ Closing Dates” ).
 
 
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 (e)   Disbursement of the Purchase Price . The Buyer shall pay and deliver the Purchase Price per instructions delivered to the Buyer.  Further, Sellers shall provide Sellers’ attorney with instructions for disbursement of the Purchase Price prior to Closing.  Simultaneous with such delivery of the Deposit, the Sellers shall deliver the following: (i) all of the stock certificates representing all of the Company Shares, endorsed in blank and/or accompanied by duly executed assignment documents and including a Medallion Guarantee or such other assignments required by the transfer agent, including corporate resolutions as required, (ii) a current accounts payable of the Company, working paper files for the time from the date of the last reported financial condition of the Company for examination and review by the Buyer’s auditors and (iii) a certified list of shareholders issued by the Company’s transfer agent (iv) such other items as called for in this Agreement.  The Sellers will deliver to the Buyer the Directors’ resignations to be effective as of the Closing Date together with the appointment of Buyer’s designees for directors.

3.   Representations and Warranties Concerning the Transaction .

(a)   Representations and Warranties of the Sellers .  Each of the Sellers represents and warrants to the Buyer that the statements contained in this paragraph 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this paragraph 3(a)) with respect to himself or itself, except as set forth in Annex I attached hereto.

(i)   Authorization of Transaction .  Each of the Sellers has full power and authority to execute and deliver this Agreement and to perform his, her or its respective obligations hereunder.  This Agreement constitutes the valid and legally binding obligation of each Seller, enforceable in accordance with its terms and conditions.  No Seller need give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in order to consummate the transactions contemplated by this Agreement.

(ii) Non-contravention .  Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which any of the Sellers are subject, or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which any Seller is a party or by which he, she or it  is bound or to which any of his, her or its assets is subject.

(iii) Brokers’ Fees .  No Seller has any Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which any Buyer could become liable or obligated except as indicated by Seller(s) in writing to the Escrow Agent for disbursement.

(iv) Company Shares .  The Sellers hold of record and own beneficially the number of Company Shares set forth next to their respective names in Schedule I, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands.  No Seller is a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of the Company (other than this Agreement).  No Seller is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company.  The Company Shares were duly and validly issued and are fully-paid and non-assessable.  Upon delivery of the Company Shares to the Buyer pursuant to this Agreement, the Buyer will acquire valid title thereto, free and clear of any Security Interests.
 
 
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(b)   Representations and Warranties of the Buyer .  The Buyer represent and warrant to the Sellers that the statements contained in this paragraph 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this paragraph 3(b)), except as set forth in Annex II attached hereto.
 
(i)   Authorization of Transaction .  Each of the Buyer has full power and authority to execute and deliver this Agreement and to perform his, her or its respective obligations hereunder.  This Agreement constitutes the valid and legally binding obligation of each Buyer, enforceable in accordance with its terms and conditions.  No Buyer need give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in order to consummate the transactions contemplated by this Agreement.

(ii)   Non-contravention .  Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which any of the Buyer are subject, or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which any Buyer is a party or by which he, she or it  is bound or to which any of his, her or its assets is subject.

(iii) Brokers’ Fees .  No Buyer has any Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which any Seller could become liable or obligated.

4.   Representations and Warranties Concerning the Company .  The Controlling Stockholder(s), represent and warrant to the Buyer that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4, except as set forth in the disclosure schedule attached hereto (the “ Disclosure Schedule ”).  The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4.

(a) Reports .  The Company has previously filed or will provide evidence to the satisfaction of Buyer Agent, prior to closing, that all reports, registration statements, definitive proxy statements and other documents and all amendments thereto and supplements thereof required to be filed by it with the U.S. Securities and Exchange Commission (the “Commission”) as respectively required, (the “SEC Reports”), are available and will comply in all material respects with the applicable requirements of the respective agency or listing body and the rules and regulations promulgated thereunder.  As of their respective dates, the SEC Reports complied in all material respects with the requirements and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing.  Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries if any, as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
 
 
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(b) Organization of Company; No Subsidiaries .  The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada.  The Company is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required.  The Company has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on its business. The Company has no subsidiaries and does not control, directly or indirectly, or have any direct or indirect equity participation in any entity.  The Sellers have delivered to the Buyer true, correct and complete copies of the Certificate of Incorporation and Bylaws of the Company, as amended through the date hereof.
 
(c) Capitalization. No Restrictive Agreements .  The Company’s authorized capital stock, as of the date of this Agreement, consists of 500,000,000 shares of Common Stock, .001 par value, of which eighty eight million five hundred thousand (88,500,000) are issued and outstanding. In addition the Company has 100 shares of Series A Preferred and 1,000 shares of Series B Preferred Shares, none of which are issued or outstanding.  There are no other forms of equity securities or instruments which could convert to equity securities which are authorized, issued or outstanding.  No other form of equity is authorized, issued or outstanding.  The Company has not reserved any shares of its Common Stock or Preferred Stock for issuance upon the exercise of options, warrants or any other securities that are exercisable or exchangeable for, or convertible into, Common Stock. All of the issued and outstanding shares of Common Stock are validly issued, fully paid and non-assessable and have been issued in compliance with applicable laws, including, without limitation, applicable federal and state securities laws.  There are no outstanding options, warrants or other rights of any kind to acquire any additional shares of capital stock of the Company or securities exercisable or exchangeable for, or convertible into, capital stock of the Company, nor is the Company committed to issue any such option, warrant, right or security.  There are no agreements relating to the voting, purchase or sale of capital stock (i) between or among the Company and any of its stockholders, (ii) between or among the Sellers and any third party, or (iii) to the best knowledge of the Controlling Stockholder between or among any of the Company’s stockholders.  The Company is not a party to      any agreement granting any stockholder of the Company the right to cause the Company to register   shares of the capital stock of the Company held by such stockholder under the Securities Act.  No further shares will be authorized or issued by the Company of any nature or description prior to the closing of this transaction.  There are no voting agreements with respect to any of the issued or outstanding shares known or believed to exist by the Sellers or any of them.

 
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(d)    Financial Statements .  The Sellers will, provide to the Buyer the audited balance sheet and statements of income, changes in stockholders' equity and cash flows as of and for the year ended December 31, 2010 and the reviewed information for the 2 quarters ended June 30, 2011 (collectively, the financial statements described in (i) and (ii) are referred to as the "Financial Statements").  The Financial Statements will be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis, fairly present the financial condition, results of operations and cash flows of the Company as of the respective dates thereof and for the periods referred to therein and are consistent with the books and records of the Company.  The Company does not have any liability (whether known or unknown, whether asserted or un-asserted, whether absolute or contingent, whether accrued or un-accrued, whether liquidated or un-liquidated, and whether due or to become due), including any liability for taxes, except for liabilities expressly specified in the Financial Statements which are approved in writing by Buyer (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, or violation of law).

(e)    Absence of Certain Changes .  At the time of the Closing, there will not have been any event or condition of any character which has adversely affected, or may be expected to adversely affect, the Company’s business or prospects, including, but not limited to any adverse change in the condition, assets, liabilities (existing or contingent) or business of the Company from that shown in the Financial Statements.

(f) Legal Proceedings .  As of the date of this Agreement, there is no legal, administrative, investigatory, regulatory or similar action, suit, claim or proceeding which is pending or, to the Controlling Stockholder’s knowledge, threatened against the Company which, if determined adversely to the Company, could have, individually or in the aggregate, a material adverse effect on the business, assets, or prospects of the Company or which in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated by this Agreement.
 
(g) Legal Compliance .  The Company has complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of all governmental authorities, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against the Company alleging any failure so to comply.  To the Controlling Stockholder’s knowledge, neither the Company, nor any officer, director, employee, consultant or agent of the Company has made, directly or indirectly, any payment or promise to pay, or gift or promise to give or authorized such a promise or gift, of any money or anything of value, directly or indirectly, to any governmental official, customer or supplier for the purpose of influencing any official act or decision of such official, customer or supplier or inducing him, her or it to use his, her or its influence to affect any act or decision of a governmental authority or customer, under circumstances which could subject the Company or any officers, directors, employees or consultants of the Company to administrative or criminal penalties or sanctions.
 
 
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(h) Tax Matters .

(i) The Company has filed all Tax Returns (U.S.) that it was required to file.  All such Tax Returns were correct and complete in all respects.  All Taxes owed by the Company has been paid.  The Company is currently the beneficiary of any extension of time within which to file any Tax Return.  No claim has ever been made by an authority in any jurisdiction which the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.  There are no Security Interests on any of the assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax.
 
(ii) The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.
 
(iii)  The Controlling Stockholders do not expect any authority to assess any additional Taxes for any period for which Tax Returns have been filed.  There is no dispute or claim concerning any Liability with respect to any Taxes (a “ Tax Liability” ) of the Company (A) claimed or raised by any authority in writing or (B) as to which the Controlling Stockholder has Knowledge based upon personal contact with any agent of such authority.  No tax returns of the Company have ever been audited or are currently the subject of an audit.  The Sellers have delivered to the Buyer correct and complete copies of all federal and state income and other material Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Company since inception.
 
(iv) The has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.
 
(v) The Company has not filed a consent under Code Section 341(f) concerning collapsible corporations.  The Company has not made any payments, is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Code Section 280G.  The Company  has not been a United States real property holding corporation within the meaning of Code Section 897(c)(2) during the applicable period specified in Code Section 897(c)(1)(A)(ii).  The Company is not a party to any Tax allocation or sharing agreement.  The Company (A) is and has not been a member of an Affiliated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) and (B) has any Liability for the Taxes of any Person under Reg. Provision 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.

(i)   Status of Company Shares under Securities Act .  There are currently issued and outstanding eighty eight million five hundred thousand (8 8,500,000 ) common shares, of which sixty two million (62,000,000) shares constitute “restricted stock” under the Securities Act and the balance of the shares have been duly registered pursuant to an S-1 or SB-2 registration statement or are otherwise exempt from registration and such exemption has been opined upon by company counsel.

(j)   Disclosure .  No representation or warranty by the Sellers contained in this Agreement, and no statement contained in the any document, certificate or other instrument delivered or to be delivered by or on behalf of the Sellers pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omit or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

(k) Foreign Corrupt Practices Act .   Neither the Company nor any of its Subsidiaries (nor any person representing the Company or any of its Subsidiaries) has at any time during the last five years (a) made any payment in violation of the Foreign Corrupt Practices Act or similar laws of other countries where the Company engages in business, or (b) made any payment to any foreign, federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.
 
 
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(l) Export Control Laws . The Company has conducted its export transactions in accordance in all material respects with applicable provisions of United States export control laws and regulations, including but not limited to the Export Administration Act and implementing Export Administration Regulations.

(m) Employees . Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement, arrangement or labor contract with a labor union or labor organization, whether formal or otherwise, except as set forth in Section 3(a)(vii) of the Company Disclosure Letter.  The Company Disclosure Letter, under the caption referencing this Section 3(a)(vii), lists all employment, severance and change of control agreements (or any other agreements that may result in the acceleration of outstanding options) of the Company or its Subsidiaries.  To the Company’s knowledge, each of the Company and its Subsidiaries is in compliance with all applicable laws (including, without limitation, all applicable extension orders) respecting employment and employment practices, terms and conditions of employment, equal opportunity, anti-discrimination laws, and wages and hours, except where such noncompliance has not had and would not, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect.  There is no labor strike, slowdown or stoppage pending (or, to the Knowledge of the Company or any of its Subsidiaries, any unfair labor practice complaints, labor disturbances or other controversies respecting employment which are pending or threatened which, if they actually occurred, would reasonably be expected to have a Company Material Adverse Effect) against the Company or any of its Subsidiaries.

(n)  Delivery of Books and Records:  The Sellers shall deliver all books, records, accounts, bank statements, tax returns, corporate files, any correspondence with any State or Federal Regulator for review by counsel for Buyer and shall deliver all such records to Buyer at closing.  Seller shall deliver originals of all such books, accounts and records within 10 days of closing of this transaction.

(o)  The Company is currently listed in good standing on the OTC-Bulletin Board Listing System (OTC-BB) under the trading symbol “ECIT” and Sellers will maintain or cause to be maintained the status of the listing on the OTC-BB through the date of closing and will also maintain the status of the Company as an operating company and not a shell as that term is defined under current SEC rules and regulations.  All filings shall be current as of the date of Closing.
 
5.   Pre-Closing Covenants .  The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

(a)   General .  Each of the Parties will use his or its best efforts to take all action and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the closing conditions set forth below).

(b)   Notices and Consents .  If and when applicable, the Sellers will cause the Company to give any notices to third parties, and will cause the Company to use its best efforts to obtain any third party consents, that the Buyer may request.  Each of the Parties will (and the Sellers will cause the Company to) give any notices to, make any filings with, and use its best efforts to obtain any authorizations, consents, and approvals of Governmental Authorities necessary in order to consummate the transactions contemplated hereby.
 
 
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(c)   Operation of Business .  The Sellers will not cause or permit the Company to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business.  Without limiting the generality of the foregoing, the Sellers will not cause or permit the Company to (i) declare, set aside, or pay any dividend or make any distribution with respect to its capital stock or redeem, purchase, or otherwise acquire any of its capital stock except as otherwise expressly specified herein, (ii) issue, sell, or otherwise dispose of any of its capital stock, or grant any options, warrants, preemptive or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock, (iii) make any capital expenditures, loans, or incur any other obligations or liabilities, (iv) enter into any agreements involving expenditures individually, or in the aggregate, of more than $1,000 (other than agreements for professional services which will be paid in full at or prior to the Closing) or (ii) otherwise engage in any practice, take any action, or enter into any transaction out of the ordinary course of business.

(d) Preservation of Business .  The Sellers will cause the Company to keep its business and properties substantially intact, including the documents which might be necessary for filing of all reports required to be filed with the Securities and Exchange Commission in order to regain the Company’s status as a reporting company or otherwise deliver to the Buyer, to its counsel’s satisfaction all such records as are required to make such filings and cooperate with the Buyer and its counsel in providing such information as needed to file such reports.

(e) Full Access .  Each of the Sellers will permit, and the Sellers will cause the Company to permit, representatives of the Buyer to have full access at all reasonable times, to all premises, properties, personnel, accountants, customers, suppliers, third party lenders and other third parties whose consent is required in order to consummate the transactions contemplated hereby, books, records (including Tax records), contracts, and documents of or pertaining to the Company.

(f)   Notice of Developments .  The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in paragraph 4 above.  Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his own representations and warranties in Section 3 above.  No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

(g) Exclusivity .  None of the Sellers will (and the Sellers will not cause or permit the Company to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to the acquisition of any capital stock or other voting securities, or any assets (other than dispositions of inventory or other assets in the Ordinary Course of Business) (including any acquisition structured as a merger, consolidation, or share exchange) or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing.  None of the Sellers will vote their Company Shares in favor of any such acquisition structured as a merger, consolidation, or share exchange.  The Sellers will notify the Buyer immediately if any Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
 
 
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6.   Post-Closing Covenants .  The Parties agree as follows with respect to the period following the Closing.

(a) General .  In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below).  The Sellers acknowledge and agree that from and after the Closing the Buyer will be entitled to possession of all documents, books, records (including Tax records), agreements, and financial data of any sort relating to the Company and Sellers agree to fully cooperate in the delivery of any and all books, accounts, records, corporate documents and all similar such items, including delivery of accountants notes and the consent of the accountants for a change in accounting firms at no additional cost to the Buyer herein.

(b) L itigation Support .  In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, each of the other Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefore under Section 7 below).

(c) Filings. Sellers shall cooperate with Buyer in providing any information required for the above filings at no cost to Buyer.

(d) Transition .  None of the Sellers will take any action that is designed or intended to have the effect of impairing the Company’s legal or regulatory status pending, at or after the closing.

7.   Remedies for Breaches of This Agreement .

(a)   Survival of Representations and Warranties .

All of the representations and warranties of the Parties, other than the representations and warranties contained in Sections 3(a)(i), 3(a)(ii), 3(a)(iv), 4(c) and 4(h) above, shall survive the Closing hereunder (even if the Buyer knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing) and continue in full force and effect for a period of three years thereafter.  The representations and warranties of the Sellers contained in Sections 3(a)(i), 3(a)(ii), 3(a)(iv), 4(c) and 4(h) above shall survive the Closing (even if the damaged Party knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing) and continue in full force and effect forever thereafter (subject to any applicable statutes of limitations).

 
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(b) Indemnification Provisions for Benefit of the Buyer .
 
(i) In the event any of the Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Sellers has breached) any of their representations, warranties, and covenants contained herein, and, if there is an applicable survival period  provided that the Buyer make a written claim for indemnification against any of the Sellers pursuant to Section 9(h) below within such survival period, then the Controlling Stockholder shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).

(ii) The Controlling Stockholders shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Reg.  Provision 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.

(iii) The Controlling Stockholders shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by (A) any Liabilities arising out of the ownership of the capital stock of, or the use or operation of the business of the Company prior to the Closing and (B) any other business or operations (other than of the Company) owned in whole or in part by any of the Sellers.

(iv) The Controlling Stockholders shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company or any Subsidiary existing as of the Closing Date.

(v)  Notwithstanding anything herein to the contrary, Buyer shall not be responsible for indemnification of Buyer until the amount subject to indemnification shall exceed $10,000 in the aggregate nor shall Buyer be required to pay indemnification for more than the Purchase Price absent willful or wanton statements or representations or the intentional failure to disclose any matters of a material nature.

(c)   Indemnification Provisions for Benefit of the Sellers .  In the event the Buyer breach (or in the event any third party alleges facts that, if true, would mean the Buyer have breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period, provided that any of the Sellers makes a written claim for indemnification against the Buyer pursuant to Section 9(h) below within such survival period, then the Buyer shall indemnify each of the Sellers from and against the entirety of any Adverse Consequences the Sellers may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Sellers may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
 
 
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(d)   Matters Involving Third Parties .

(i)   If any third party shall notify any Party (the “ Indemnified Party” ) with respect to any matter (a “ Third Party Claim” ) which may give rise to a claim for indemnification against any other Party (the “ Indemnifying Party” ) under this Section 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however , that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.

(ii)  Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedent or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.

(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).

(iv) In the event any of the conditions in Section 7(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 7.
 
 
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(e) Other Indemnification Provisions .  Each of the Sellers hereby agrees that he or it will not make any claim for indemnification against the Company by reason of the fact that he or it was a director, officer, employee, or agent of any such entity or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Buyer against such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement, applicable law, or otherwise).

8.   Tax Matters .  The following provisions shall govern the allocation of responsibility as between Buyer and Sellers for certain tax matters following the Closing Date:

(a) Tax Periods Ending on or Before the Closing Date .  Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date.  The Buyer shall permit the Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing.  
 
(b) Tax Periods Beginning Before and Ending After the Closing Date .  Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date.  Buyer shall permit the Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing.  Sellers shall pay to Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date.  For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date.  Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date.  All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.
 
 
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(c)   Cooperation on Tax Matters .
 
(i) The Buyer, the Company and Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes.  Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.  The Company and the Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sellers, as the case may be, shall allow the other party to take possession of such books and records.

(ii) The Buyer and Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby) without the imposition of a countervailing Tax or loss of Tax attributes on or by the Party to whom such request is directed.

(d) Tax Sharing Agreements .  All tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

(e)   Certain Taxes .  All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement shall be paid by Sellers when due, and Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, the Buyer will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

9.  Miscellaneous.

(a) Release .  Each Seller hereby acknowledges that the Indemnified Party (as defined below) are expressly relying on this release provision in consummating the transactions contemplated by this Agreement, and would not consummate such transactions but for this release provision.

Each Seller hereby acknowledges, confirms and agrees that such Seller (a) is the exclusive owner of the Company Shares being sold by such Seller to the Buyer hereunder, (b) does not have any equity interest in the Company other than the Company Shares being sold to the Buyer hereunder, and (c) does not have any rights to any additional shares of the capital stock or any other securities of the Company, including any options, warrants, conversion privileges, preemptive rights or other rights or agreements.
 
 
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Each Seller, on behalf of such Seller and each of such Seller’s respective Affiliates (if any), hereby releases and forever discharges each Buyer, the Company and their respective Affiliates, officers, directors, employees and agents (collectively, the “Indemnified Party”) from any and all claims, demands, judgments, proceedings, causes of action, orders, obligations, contracts, agreements, liens, accounts, costs and expenses (including attorney’s fees and court costs), debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, matured or un-matured, both at law (including federal and state securities laws) and in equity, which such Seller or any of such Seller’s respective Affiliates now have, have ever had or may hereafter have against the Indemnified Party arising contemporaneously with or prior to the date of this Agreement or on account of or arising out of any matter, cause, event or omission occurring contemporaneously with or prior to the date of this Agreement, including, but not limited to, any rights to indemnification or reimbursement from the Company, whether pursuant to the Company’s articles of organization, resolution, contract or otherwise and whether or not relating to claims pending on, or asserted after, the date of this Release; provided, however, that nothing contained herein shall operate to release any obligations of the Buyer to the Sellers arising exclusively as a result of this Agreement.

Each Seller hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Indemnified Party, based upon any matter purported to be released hereby.

Without in any way limiting any of the rights and remedies otherwise available to any Indemnified Party, each Seller shall indemnify and hold harmless each Indemnified Party from and against all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, security interests, taxes, liens, losses, lost value, expenses and fees arising directly or indirectly from or in connection with (i) the assertion by or on behalf of such Seller or such Seller’s Affiliates of any claim or other matter purported to be released pursuant to this provision and (ii) the assertion by any third party of any claim or demand against any Indemnified Party which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of such Seller, or any of such Seller’s Affiliates against any third party of any claims or other matters purported to be released pursuant to this provision.

(b)   Press Releases and Public Announcements .  No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the Buyer Representative; provided, however , that any Party may make any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case the disclosing Party will use its best efforts to advise the other Parties prior to making the disclosure).

(c) No Third-Party Beneficiaries .  This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

(d) Entire Agreement .  This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof.

(e) Succession and Assignment .  This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns.  No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer Representative and the Seller Representative; provided, however , that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates or to any other designee, and (ii) designate one or more of its Affiliates or any other designee to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of their obligations hereunder).

 
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(f) Counterparts; Facsimile Execution .  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.  Facsimile execution of this Agreement shall be legal, valid and binding for all purposes.

(g) Headings .  The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

(h)   Notices .  All notices, requests, demands, claims, and other communications hereunder will be in writing.  Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

If to the Sellers:

 
Capitalsense Ltd. Attn:_______________
 
361 Summit Road
 
Morningside, South Africa
 
Phone:___________________________
 
Fax:_____________________________
 
Email: ___________________________

 
David Wallace

 
Phone:___________________________
 
Fax:_____________________________
 
Email: ___________________________

 
Cimarron Capital Ltd.

 
Phone:___________________________
 
Fax:_____________________________
 
Email: ___________________________

 
Altimo Ltd.  Attn:___________________
 
# 7 New Road Belize
 
Phone:___________________________
 
Fax:_____________________________
 
Email: ___________________________
 
 
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And
 
If to the Buyer: D & R Technology, Inc.
 
 
Tax ID
Email:_____________________________
Phone:____________________________
Fax:______________________________

Any Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient.  Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

(i)   Governing Law .  This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

(j)   Amendments and Waivers .  No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Buyer Representative and the Seller Representative.  No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

(k)   Severability .  Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

(l)    Expenses .  Each of the Parties will bear his or its own costs and expenses (Buyer and Sellers expenses) incurred in connection with this Agreement and the transactions contemplated hereby.  The Sellers agree that the Company has not borne or will bear any of the Sellers' costs and expenses (including any of their legal fees and expenses) in connection with this Agreement or any of the transactions contemplated hereby, including, without limitation, the declaration and payment by the Company of a dividend of the shares of capital stock of its only subsidiary.
 
 
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(m)   Construction . The Parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.  Any reference to any federal, state or local statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation.  The Parties intend that each representation, warranty, and covenant contained herein shall have independent significance.  If any Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant.  Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with particularity and describes the relevant facts in detail.  Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself).

(n) Incorporation of Exhibits, Annexes, and Schedules .  The Exhibits, Annexes, and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

(o) Specific Performance .  Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached.  Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter (subject to the provisions set forth in paragraph 9(p) below), in addition to any other remedy to which they may be entitled, at law or in equity. (p)   Submission to Jurisdiction .  Each of the Parties submits to the jurisdiction of any state court sitting in the County of New York, State of New York, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court.  Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other Party with respect thereto.  Any Party may make service on any other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in paragraph 9(h) above.  Nothing in this paragraph 9(p), however, shall affect the right of any Party to bring any action or proceeding arising out of or relating to this Agreement in any other court or to serve legal process in any other manner permitted by law or at equity.  Each Party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.
 
 
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[Buyer Signature Page]

IN WITNESS WHEREOF, the undersigned Buyer has executed this Agreement as of the date first above written.

 
  D&R Technology, Inc.
(Buyer)


By:_________________________________
, CEO
 



 
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[Seller Signature Page]

IN WITNESS WHEREOF, the undersigned Seller has executed this Agreement as of the date first above written.

 
  Capitalsense Ltd
A ______________Company
361 Summit Road, 
Morning Side South Africa


By:_________________________________

    __________________________________
                 Its (President) (Manager)



Altimo Ltd.
# 7 New Road Belize
A _______________Company


By:_________________________________

    __________________________________
                 Its (President) (Manager)


Cimarron Capital Ltd.
           A ________________Company


By:_________________________________

    __________________________________
                 Its (President) (Manager)


David Wallace, An Individual
____________________________________
 
 
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APPENDIX A

DEFINITIONS

As used herein, the following terms have the respective meanings set forth below:

Adverse Consequences” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, liens, losses, lost value, expenses, and fees, including court costs and attorneys' fees and expenses.

Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act.

Affiliated Group ” means any affiliated group within the meaning of Code Section 1504(a) or any similar group defined under a similar provision of state or local law.

Buyer(s) ” has the meaning set forth in the preface above.

Closing” has the meaning set forth in P.2(d) above.

Closing Date” has the meaning set forth in P.2(d) above.

Code” means the Internal Revenue Code of 1986, as amended.

Company ” has the meaning set forth in the recitals above.
 
Confidential Information” means any information concerning the businesses and affairs of the Company and the Buyer and its Affiliates that is not already generally available to the public and shall include any and all information relating to the price and terms of this Agreement.

“Controlling Stockholder” means that stockholder or group of stockholders working in concert who own or control more than fifty percent (50%) of the Company’s voting stock.

Disclosure Schedule” has the meaning set forth in P.4 above.

Financial Statements” has the meaning set forth in P.4(d) above.

GAAP ” means United States generally accepted accounting principles as in effect from time to time.

Governmental Authority” means any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, or any court of the United States of America or any political subdivision thereof, or of any other country.
 
 
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Indebtedness ” of any Person means, in each case whether or not accrued on the books of such Person, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services, (b) all obligations of such Person upon which interest charges are customarily paid or which are evidenced by notes, bonds, debentures, credit agreements or similar agreements or investments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (d) all obligations of such Person under capitalized leases, (e) all obligations of such Person in respect of acceptances, letters of credit or letters of guaranty issued or created for the account of such Person, and (f) all liabilities secured by any Security Interest on any property owned by such Person, whether or not such Person has assumed or otherwise become liable for the payment thereof.

Indemnified Party” has the meaning set forth in paragraph P.7(d)(i) above.

Indemnifying Party” has the meaning set forth in paragraph 7(d)(i) above.

Liability” means any liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

Ordinary Course of Business ” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

Parties” has the meaning set forth in the preface above.

Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).

“Purchase Price” has the meaning set forth in paragraph 2(b) above.

“Securities Act ” means the Securities Act of 1933, as amended.

Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended.

Security Interest ” means any adverse claim, mortgage, pledge, lien, encumbrance, option, restriction on transfer, easement, right of way, matter of survey, charge, or other security interest.
 
 
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Sellers ” has the meaning set forth in the preface above.

Subsidiary ” means any corporation with respect to which a specified Person (or a Subsidiary thereof) owns a majority of the common stock or has the power to vote or direct the voting of sufficient securities to elect a majority of the directors.

Tax ” means any federal, state or local income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code '59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

Tax Liability ” has the meaning set forth in paragraph 4(h)(iii) above.

Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

Third Party Claim ” has the meaning set forth in paragraph 7(d)(i) above.

 
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SCHEDULE I

PURCHASE AND SALE OF COMPANY SHARES
AND DISBURSEMENT OF FUNDS

SELLERS:

                                                                                   
Name of Seller   
Address of Seller
N umber of Company Shares Sold
 
David Wallace 
32 million 
 
Capitalsense Ltd
 
361 Summit Road, 
20 million
 
Morning Side South Africa

Cimarron Capital Ltd.
2 million

Altimo Ltd.
# 7 New Road Belize
5 million

__________________
________________________________
___________________
 
59,000,000 Total


DISBURSEMENT OF PURCHASE FUNDS:  Per Seller’s Counsel.
 
 
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EXHIBIT 10.5
 
RESCISSION AGREEMENT

THIS RESCISSION AGREEMENT is entered into as of this 27 th day of January, 2012 by and among D&R Technology Inc., a private corporation organized under the laws of the Province of Ontario (“D&R”) and those certain sellers identified on Exhibit A attached hereto (the “Controlling Shareholders”).
 
RECITALS:

WHEREAS D&R and the Controlling Shareholders had entered into a stock purchase agreement dated November 7, 2011 (the “Stock Purchase Agreement”), pursuant to which D&R was to acquire an aggregate of 59,000,000 shares of common stock of Ecoland International Inc.., a corporation organized under the laws of the State of Nevada and a publicly traded corporation (“ECIT”);
 
WHEREAS D&R and the Controlling Shareholders entered into the Stock Purchase Agreement with the intent to effect a transaction in which D&R would become the wholly-owned subsidiary of ECIT;

WHEREAS upon advice of legal counsel and auditors: (i) D&R and the Controlling Shareholders desire to rescind the Stock Purchase Agreement (the “Rescission”); (ii) the Controlling Shareholders desire to return to ECIT their respective share certificates evidencing the aggregate 59,000,000 shares of common stock of ECIT for cancellation and return to treasury; (iii) the shareholders of D&R agree to pay $262,000.00 to the Controlling Shareholders proportionately as consideration for the rescission of the Stock Purchase Agreement and the cancellation of the share certificates; and (iv) the shareholders of D&R and ECIT shall enter into a share exchange agreement pursuant to which D&R shall become the wholly-owned subsidiary of ECIT;
 
WHEREAS, D&R and the Controlling Shareholders have settled their differences regarding the Rescission and D&R and the Controlling Shareholders agree that it is desirable to rescind and set aside the Stock Purchase Agreement, which includes the return by D&R to the Controlling Shareholders and the subsequent return by the Controlling Shareholders to ECT of the aggregate 59,000,000 shares of common stock and the resulting cancellation and return to treasury of the 59,000,000 shares of common stock;

WHEREAS D&R and the Controlling Shareholders wish to set forth their agreement relating to the Rescission and this Rescission Agreement;

WHEREAS the Board of Directors of D&R have approved the execution of this Rescission Agreement;
 
 
1

 
 
NOW, THEREFORE, in consideration of the aforesaid recitals and mutual promises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
 
AGREEMENT
 
1.          D&R and the Controlling Shareholders agree to hereby rescind, cancel and set aside the Stock Purchase Agreement in exchange for the payment by D&R to the Controlling Shareholders of an aggregate $262,000.00.

2.          The Controlling Shareholders shall return to ECIT the share certificates evidencing the aggregate 59,000,000 shares of restricted common stock of ECIT and such 59,000,000 shares shall be cancelled and returned to treasury.

3 .          D&R represents and acknowledges that the execution and delivery by D&R of this Rescission Agreement is within the power of D&R, has been duly authorized by all necessary corporate action on behalf of D&R and does not: (i) require the consent of any other person or party; (ii) contravene or conflict with any provision of applicable law or the certificate of incorporation or other corporate agreement of D&R; or (iii) contravene or conflict with or result in a default under any other instrument or contract to which D&R is a party.

4 .          The Controlling Shareholders represent and acknowledge that the execution and delivery by the Controlling Shareholders of this Rescission Agreement is within the power of the Controlling Shareholders and does not: (i) require the consent of any other person or party; (ii) contravene or conflict with any provision of applicable law; or (iii) contravene or conflict with or result in a default under any other instrument or contract to which any of the Controlling Shareholders is a party.

5.          This Rescission Agreement shall be effective as of the date first above written and shall be binding upon and insure to the benefit of the parties hereto and their respective successors.
 
 
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6.          D&R and the Controlling Shareholders shall agree to release each other and forever discharge any and all claims, manner of actions, whether at law or in equity suits, judgments, debts, liens, liabilities, demands, damages, losses, sums of money, expenses or disputes, known or unknown, fixed or contingent, which it now has or may have hereafter, directly or indirectly, individually or in any capacity against each other, their successors and assigns, as well as its present or former owners, directors, officers, stockholders, employees, agents, heirs, by reason of any act, omission, matter, cause, or thing whatsoever, from the beginning of time to, and including the date of the execution of this Rescission Agreement, relating to the aforesaid Stock Purchase Agreement and Rescission.
 
 
 
D&R TECHNOLOGY INC.
 
       
Date: January 31, 2012
By:
   
    President/Chief Executive Officer  
       
       
 
CONTROLLING SHAREHOLDERS
 
       
Date: January 31, 2012
By:
   
   
David Wallace
 
       
       
 
Capitalsense Ltd.
 
Date: January 31, 2012
     
 
By:
   
       
       
  Cimarron Capital Ltd.  
       
Date: January 31, 2012 By:    
       
       
 
Altimo Ltd.
 
       
Date: January 31, 2012   By:    
 
 
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4

EXHIBIT 10.25
 
ASSIGNMENT OF CONVERTIBLE PROMISSORY NOTE
AND SETTLEMENT AGREEMENT

This Assignment of Convertible Promissory Note and Settlement Agreement is dated as of January 2, 2013 (the “Effective Date”) between Stephen Treanor, as assignor (“Treanor”) and Berardino Paolucci (the “Assignee”).

RECITAL:

WHEREAS Ecoland International Inc., now known as Novus Robotics Inc., a  Wachter and GrupoEuro Consultores Co. Ltd. entered into that certain stock purchase aNevada corporation (the "Company"), D Mecatronics Inc., a private corporation ("D Mecatronics"), and the shareholders of D Mecatronics (the "D Mecatronics Shareholders") entered into that certain share exchange agreement dated January 27, 2012 (the “Share Exchange Agreement”), pursuant to which D Mecatronics becamse the wholly-owned subsidiary of the Company and majority control of the Company changed;

WHEREAS the Company previously had entered into that certain convertible promissory note in the principal amount of $60,000.00 dated December 15, 2006 with Treanor (the “Convertible Note”), which Convertible Note accrues interest at the rate of 8% per annum and was to be paid in full on or before December 15, 2007;

WHEREAS the Company previously had entered into that certain settlement agreement with Treanor dated December 15, 2009 (the "Settlement Agreement"), pursuant to which Treanor agreed to settle $36,000 of the total aggregate $72,000 due and owing under the Convertible Note by way of conversion into shares of the Company's common stock at the rate of $0.005 per share;

WHEREAS the Settlement Agreement further provided that the balance of $36,000 due under the Convertible Note would remain in place and continue to be valid and binding upon the Company;

WHEREAS in accordance with the Share Exchange Agreement, Treanor desires to assign all of his right, title and interest in and to the Convertible Note and to the Settlement Agreement to the Assignee effective as of January 2, 2013, and to memoralize such assignment in writing;

FOR VALUABLE CONSIDERATION the receipt of which is acknowledged hereby, the parties covenant as follows:
 
 
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1.  Treanor hereby assigns and transfers to the Assignee all of his right, title and interest in and to the Convertible Note and to the Settlement Agreement.

2.  The Assignee hereby accepts all of the right, title and interest in and to the Convertible Note and the Settlement Agreement as reflected above and acknowledges that in accordance with the terms and provisions of the Convertible Note and the Settlement Agreement, the Assignee has conversion rights to convert the Convertible Note in whole or in part into as many fully paid and nonassessable shares of common stock of the company at the a conversion price of $0.005 per share.

3 .  The Assignee is aware that any shares of common stock to be issued in accordance with the conversion of the Convertible Note and/or the Settlement Agreement will not be registered under the Securities Act of 1933, as amended, nor the securities act of any state and may not be sold, transferred for value, pledged, hypothecated, or otherwise encumbered in the absence of an effective registration of them under the Securities Act of 1933, as amended, and/or the securities laws of any applicable state or in the absence of an opinion of counsel acceptable to the Company and/or its stock transfer agent that such registration is not required under such act or acts.

4.  This Assignment may be signed by Treanor and the Assignee in counterparts, each of which when so signed being deemed an original, and that such counterparts together shall constitute one and the same instrument and, notwithstanding the date of execution, shall be deemed to be dated the Effective Date as set forth hereinabove and, furthermore, this Assignment may be delivered by Treanor or Assignee by telecopier or other means of electronic communication producing a printed copy (collectively, the “Electronic Communication”) and, in connection therewith, shall be deemed to have been effectively executed and delivered as of the Effective Date via any such Electronic Communication.
 
 
  ASSIGNOR:  
       
Date: January __, 2013     
    Stephen Treanor  
       
       
  ASSIGNEE  
       
Date: January __, 2013           
    Berardino Paolucci  
 
 
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EXHIBIT 10.26
 
ASSIGNMENT OF CONVERTIBLE PROMISSORY NOTE
AND SETTLEMENT AGREEMENT

This Assignment of Convertible Promissory Note and Settlement Agreement is dated as of January 2, 2013 (the “Effective Date”) between Raymond Russell, as assignor (“Russell”) and Berardino Paolucci (the “Assignee”).
 
RECITAL:

WHEREAS Ecoland International Inc., now known as Novus Robotics Inc., a  Wachter and GrupoEuro Consultores Co. Ltd. entered into that certain stock purchase aNevada corporation (the "Company"), D Mecatronics Inc., a private corporation ("D Mecatronics"), and the shareholders of D Mecatronics (the "D Mecatronics Shareholders") entered into that certain share exchange agreement dated January 27, 2012 (the “Share Exchange Agreement”), pursuant to which D Mecatronics becamse the wholly-owned subsidiary of the Company and majority control of the Company changed;

WHEREAS the Company previously had entered into that certain convertible promissory note in the principal amount of $60,000.00 dated December 15, 2006 with Russell (the “Convertible Note”), which Convertible Note accrues interest at the rate of 8% per annum and was to be paid in full on or before December 15, 2007;

WHEREAS the Company previously had entered into that certain settlement agreement with Russell dated December 15, 2009 (the "Settlement Agreement"), pursuant to which Russell agreed to settle $36,000 of the total aggregate $72,000 due and owing under the Convertible Note by way of conversion into shares of the Company's common stock at the rate of $0.005 per share;

WHEREAS the Settlement Agreement further provided that the balance of $36,000 due under the Convertible Note would remain in place and continue to be valid and binding upon the Company;

WHEREAS in accordance with the Share Exchange Agreement, Russell desires to assign all of his right, title and interest in and to the Convertible Note and to the Settlement Agreement to the Assignee effective as of January 2, 2013, and to memoralize such assignment in writing;

FOR VALUABLE CONSIDERATION the receipt of which is acknowledged hereby, the parties covenant as follows:
 
 
1

 

1.  Russell hereby assigns and transfers to the Assignee all of his right, title and interest in and to the Convertible Note and to the Settlement Agreement.

2.  The Assignee hereby accepts all of the right, title and interest in and to the Convertible Note and the Settlement Agreement as reflected above and acknowledges that in accordance with the terms and provisions of the Convertible Note and the Settlement Agreement, the Assignee has conversion rights to convert the Convertible Note in whole or in part into as many fully paid and nonassessable shares of common stock of the company at the a conversion price of $0.005 per share.

3 .  The Assignee is aware that any shares of common stock to be issued in accordance with the conversion of the Convertible Note and/or the Settlement Agreement will not be registered under the Securities Act of 1933, as amended, nor the securities act of any state and may not be sold, transferred for value, pledged, hypothecated, or otherwise encumbered in the absence of an effective registration of them under the Securities Act of 1933, as amended, and/or the securities laws of any applicable state or in the absence of an opinion of counsel acceptable to the Company and/or its stock transfer agent that such registration is not required under such act or acts.

4.  This Assignment may be signed by Russell and the Assignee in counterparts, each of which when so signed being deemed an original, and that such counterparts together shall constitute one and the same instrument and, notwithstanding the date of execution, shall be deemed to be dated the Effective Date as set forth hereinabove and, furthermore, this Assignment may be delivered by Russell or Assignee by telecopier or other means of electronic communication producing a printed copy (collectively, the “Electronic Communication”) and, in connection therewith, shall be deemed to have been effectively executed and delivered as of the Effective Date via any such Electronic Communication.
 
 
  ASSIGNOR:  
       
       
Date: January __, 2013    
    Raymond Russel  
       
       
  ASSIGNEE  
       
Date: January __, 2013      
    Berardino Paolucci  
       
 
 
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EXHIBIT 10.27
 
ASSIGNMENT OF
SETTLEMENT AGREEMENT

This Assignment of Settlement Agreement is dated as of January 2, 2013 (the “Effective Date”) between Donna Boyle, as assignor (“Boyle”) and Berardino Paolucci (the “Assignee”).
 
RECITAL:

WHEREAS Ecoland International Inc., now known as Novus Robotics Inc., a  Wachter and GrupoEuro Consultores Co. Ltd. entered into that certain stock purchase aNevada corporation (the "Company"), D Mecatronics Inc., a private corporation ("D Mecatronics"), and the shareholders of D Mecatronics (the "D Mecatronics Shareholders") entered into that certain share exchange agreement dated January 27, 2012 (the “Share Exchange Agreement”), pursuant to which D Mecatronics becamse the wholly-owned subsidiary of the Company and majority control of the Company changed;

WHEREAS the Company previously had entered into that certain convertible promissory note in the principal amount of $40,000.00 dated April 15, 2008 with Boyle (the “Convertible Note”), which Convertible Note accrues interest at the rate of 8% per annum and was to be paid in full on or before April 15, 2009;

WHEREAS the Company previously had entered into that certain settlement agreement with Boyle dated December 15, 2009 (the "Settlement Agreement"), pursuant to which Boyle agreed to settle $41,600 of the total aggregate $41,600 due and owing under the Convertible Note by way of conversion into shares of the Company's common stock at the rate of $0.005 per share;

WHEREAS in accordance with the Share Exchange Agreement, Boyle desires to assign all of her right, title and interest in and to the Settlement Agreement to the Assignee effective as of January 2, 2013, and to memoralize such assignment in writing;

FOR VALUABLE CONSIDERATION the receipt of which is acknowledged hereby, the parties covenant as follows:

1.  Boyle hereby assigns and transfers to the Assignee all of her right, title and interest in and to the Settlement Agreement.
 
 
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2.  The Assignee hereby accepts all of the right, title and interest in and to the Settlement Agreement as reflected above and acknowledges that in accordance with the terms and provisions of the Settlement Agreement, the Assignee has conversion rights to convert the Convertible Note in whole or in part into as many fully paid and nonassessable shares of common stock of the company at the a conversion price of $0.005 per share.

3 .  The Assignee is aware that any shares of common stock to be issued in accordance with the conversion of the Convertible Note and/or the Settlement Agreement will not be registered under the Securities Act of 1933, as amended, nor the securities act of any state and may not be sold, transferred for value, pledged, hypothecated, or otherwise encumbered in the absence of an effective registration of them under the Securities Act of 1933, as amended, and/or the securities laws of any applicable state or in the absence of an opinion of counsel acceptable to the Company and/or its stock transfer agent that such registration is not required under such act or acts.

4.  This Assignment may be signed by Boyle and the Assignee in counterparts, each of which when so signed being deemed an original, and that such counterparts together shall constitute one and the same instrument and, notwithstanding the date of execution, shall be deemed to be dated the Effective Date as set forth hereinabove and, furthermore, this Assignment may be delivered by Boyle or Assignee by telecopier or other means of electronic communication producing a printed copy (collectively, the “Electronic Communication”) and, in connection therewith, shall be deemed to have been effectively executed and delivered as of the Effective Date via any such Electronic Communication.
 
 
  ASSIGNOR:  
       
Date: January __, 2013    
    Donna Boyle  
       
     
 
ASSIGNEE
 
       
Date: January __, 2013         
    Berardino Paolucci  
 
 
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EXHIBIT 10.28
 
 
 
 
 

 
 
 
 
 

 
 
 
 
EXHIBIT 99.3
 
Novus Robotics Inc. Announces Operational Update
 
MISSISSAUGA, ON--(Marketwire - Feb 5, 2013) - Novus Robotics Inc., formerly known as Ecoland International Inc. (OTCQB:NRBT) (hereinafter referred to as the "Company") is supplying components, integrated systems and robotic modules to the world's top ten automotive suppliers. Through its wholly-owned subsidiary, D&R Technology Inc., the Company currently offers sector and technology specific solutions to enable its customers to dramatically accelerate time-to-market and revenue.
 
The Company estimates its gross revenue earned in 2012 was $3,600,000 and further believes that its gross revenue may increase to $5,000,000 for fiscal year 2013 based upon current receipt of purchase orders totaling $1,100,000.  The Company anticipates filing its annual report for fiscal year ended December 31, 2012 on Form 10-K by approximately March 31, 2013.
 
Projected revenues will be derived from one primary source: design and manufacturing of automated assembly line systems; used primarily by the automotive industry. The projections have been published in a revised business plan that includes in-depth background information on the company, its structure and management team, descriptions of its products and services, operational plans for its profit centers, as well as management's certified financial statements.
 
"I believe our projections to be a robust estimate of where the Company is headed from an earnings perspective," declares the Company's President/Chief Executive Officer, Dino Paolucci. Mr. Paolucci further states that "In the upcoming year, we will continue offering a succession of extraordinary products and services that will undoubtedly trigger a substantial increase in our revenues. I fully expect the Company to achieve profitability in the coming years and will provide shareholders with financial gains over the next three years."
 
About Novus Robotics Inc. ( www.novusroboitcs.com )
 
To date, the Company's primary activities include design, build and installation of tube related automated systems used by automotive parts and assembly suppliers. The Company is currently offering products such as Seat Frame Systems, IP Tube systems and Integrated Bend - Weld Systems for the automotive industry.
 
The global automotive manufacturing industry operates in an increasingly aggressive marketplace whose performance is tied directly to the performance of the large and growing retail automobile industry. The top six companies in the global manufacturing industry are General Motors (GM), Toyota, Ford, DaimlerChrysler, Volkswagen and Honda, and of those, the Company has produced machines which supply parts and components for FIVE of the top six manufacturers in world.
 
Today, the OEM's are globally producing over 54 million new vehicles per year. Management of the Company believes that by achieving a small percentage of the total market share, this could translate into over $5,000,000 in annual sales. In the automotive market, the Company believes it is a major supplier of production lines, which produce integrated seating and interior systems. The Company, through its wholly-owned subsidiary, D&R Technology Inc, delivers systems to Tier I companies, i.e. Johnson Control, which in turn produces parts for several major automotive brands including Ford, General Motors (GM), Toyota, DaimlerChrysler, Nissan and Honda.
 
An exceptionally high standard of quality, excellent customer relationships and strong mutual trust are the building blocks of our company. This is a philosophy that our customers also appreciate. For over three decades well known automotive parts suppliers worldwide have been investing in the Company's wholly-owned subsidiary, D&R Technology's management team's automation solutions and in doing so have given it a competitive edge.
 
 
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The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain information included in this press release contains statements that are forward-looking, such as statements relating to the future anticipated direction of the Company, plans for future expansion, various business development activities, planned capital expenditures, future funding sources, anticipated sales growth, potential contracts, and/or aspects of litigation. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements made by, or on behalf of Novus Robotics Inc. These risks and uncertainties include, but are not limited to, those relating to development and expansion activities, dependence on existing management, financing activities, and domestic and global economic conditions. Persons are encouraged to read our Quarterly Reports on Form 10-Q for quarters ended September 30, 2012, June 30, 2012 and March 31, 2012, and our Annual Report on Form 10-K for the year ended December 31, 2012  and other documents subsequently filed with the Securities and Exchange Commission for meaningful cautionary language in respect of forward-looking statements in this press release. Interested persons are able to obtain free copies of filings containing information about the Company at the SEC's internet site ( http://www.sec.gov ). The Company assumes no obligation to update any of these forward-looking statements.
 
 
Contact Information:
 
Berardino Paolucci
7669 Kimbal Street
Mississauga, Ontario
Canada
(905) 672-7669
 
 
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