U.S.SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Amendment No. 1 to


Form 10-Q





Mark One


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



Forthe period ended June 30, 2012





o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934



For the transition period from __________ to _________





Commission File No. 000-53006





Novus Robotics Inc.


(Name of small business issuer in its charter)





Nevada

20-3061959(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)





7669 Kimbal Street


Mississauga, Ontario


Canada L5S 1A7


(Address of principal executive offices)





(905) 672-7669


(Issuer’s telephone number)





Ecoland International, Inc.


4909 West Joshua Boulevard, Suite 1059


Chandler, AZ 85226


May 31,


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





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

Name of each exchange on which registered:None





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


Common Stock, $0.001
 (Title of Class)





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





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.  Yes o   No x





Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.





Large accelerated filer
o
Accelerated filer
oNon-accelerated filer
o
Smaller reporting company
x





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





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




N/A





Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.  Yes  oNo  o





Applicable Only to Corporate Registrants





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





Class
Outstanding as of  August 13, 2012Common Stock, $0.001
88,650,000










NOVUS ROBOTICS INC.





Form 10-Q





Part 1. FINANCIAL INFORMATIONItem 1.
Financial Statements (Unaudited)


3Consolidated Balance Sheets


3Consolidated Statements of Operations


4Consolidated Statements of Cash Flows


5Notes to Consolidated Financial Statements


6Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations


12Item 3.
Quantitative and Qualitative Disclosures About Market Risk


18Item 4.
Controls and Procedures


19Part II.   OTHER INFORMATIONItem 1.
Legal Proceedings


21Item 1A.
Risk Factors


21Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds


21Item 3.
Defaults Upon Senior Securities


23Item 4.
Mine Safety Disclosures


23Item 5.
Other Information


23Item 6.
Exhibits


24





2





PART I




ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)




NOVUS ROBOTICS INC.


CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2012


(Unaudited)




NOVUS ROBOTICS INC.Consolidated Balance Sheets(Unaudited)  June 30,


December 31,2012


2011ASSETSCurrent assetsCash

$
1,408,428


$
969,502Accounts receivable


396,375



367,136Inventory


244,626



798,066Taxes recoverable


5,091



39,063Prepaid expense


1,617



2,870Total current assets


2,056,137



2,176,637Security deposits


14,803



14,450Fixed assetsFixed assets, net of deprecation


130,506



147,380Total assets

$
2,201,446


$
2,338,467LIABILIITIESCurrent liabilitiesAccounts payable and accrued expenses

$
202,815


$
254,799Note payable


130,000



-Deferred revenue


339,490



1,277,005Warranty provision


24,536



49,165Taxes payable


50,046



-Due to shareholder


490,650



6,254Total current liabilities


1,237,537



1,587,223Total liabilities


1,237,537



1,587,223STOCKHOLDERS' EQUITYPreferred stock: 50,000,000 shares authorized, at $0.001 par value, 0 shares issued and outstandingCommon stock: 500,000,000 share authorized, at $0.001 par value, 88,650,000 issued and outstanding(December 31, 2010 - 59,000,000 common shares)


88,650



59,000Accumulated other comprehensive income


74,946



81,677Retained earnings


800,313



610,567Total stockholders' equity


963,909



751,244Total liabilities and stockholders' equity

$
2,201,446


$
2,338,467


The accompanying notes are an integral part of these consolidated interim financial statements.
  3




NOVUS ROBOTICS INC.Consolidated Statements of Operations and Comprehensive Income (Loss)(Unaudited)  For the three months ended June 30,


For the six months ended June 30,2012


2011


2012


2011Revenue

$
727,323


$
459,810


$
2,351,804


$
2,765,904Cost of sales


427,999



180,202



1,126,140



1,600,461Gross Profit


299,324



279,608



1,225,664



1,165,443ExpensesCompensation


335,182



183,017



648,137



676,856Occupany costs


19,965



18,387



42,574



43,899Maintenance and repairs


-



605



-



8,562Travel


28,116



22,444



41,345



63,189Professional fees


120



12,148



58,892



33,017Communication


4,975



3,459



10,124



16,831Office and general


6,541



9,920



33,919



46,593Foreign exchange gain


(1,819
)


-



(414
)


-Total operating expenses


393,080



249,983



834,577



888,950Income tax (expense) benefit


13,000



-



(51,000
)


-Net income (loss)

$
(80,756
)

$
29,624


$
340,087


$
276,492Other comprehensive income (loss)Foreign exchange adjustment


5,481



-



(6,731
)


-Comprehensive income (loss)

$
(75,275
)

$
29,625


$
333,356


$
276,493Basic and diluted income (loss) per shares

$
(0.00
)

$
0.00


$
0.00


$
0.00Weighted average number of shares outstanding - basic and diluted


88,650,000



59,000,000



83,571,823



59,000,000


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




4




NOVUS ROBOTICS INC.Consolidated Statements of Cash Flows(Unaudited)  For the six months ended June 30,2012


2011Cash flow from operating activitiesNet income

$
340,087


$
276,493Adjustments to reconcile net income to net cash provided by operating activities:Depreciation


14,916



19,950Changes in operating assets and liabilitiesAccounts receivable


(29,227
)


(211,445
)Inventory


553,634



1,312,293Prepaid expense


900



1,832Accounts payable and accrued expenses


(51,984
)


(506,987
)Deferred revenue


(937,515
)


(790,959
)Warranty provision


(24,629
)


129,778Taxes recoverable/payable


84,018



108,841Net cash provided by (used in) operating activities


(49,800
)


339,795Cash Flow from investing activityCash received as result of reverse merger transaction


2,849



-Net cash provided by investing activities


2,849



-Cash Flow from financing activityAdvance from shareholder


490,650



-Repayment to shareholder


-



(110,537
)Net cash provided by (used in) financing activity


490,650



(110,537
)Effect of foreign exchange rate on changes in cash


(4,773
)


(25,492
)Increase in cash


438,926



203,766Cash, beginning of period


969,502



646,380Cash, end of period

$
1,408,428


$
850,146Non-cash investing and financing activities:Receivable received as a result of reverse merger transaction

$
(12
)

$
-Inventory received as a result of reverse merger transaction

$
(194
)

$
-Related party received as a result of reverse merger transaction

$
(6,254
)

$
-Notes payable received as a result of reverse merger transaction

$
130,000


$
-
 
 The accompanying notes are an integral part of these consolidated interim financial statements.




5


NOVUS ROBOTICS INC.
 Notes to Interim Consolidated Financial Statements
 June 30, 2012
  1.
Basis of Presentation and Continuance
  Novus Robotics Inc. (“Novus” or “the Company”) , formerly known as Ecoland International Inc. (“Ecoland”), a Nevada corporation, was incorporated on June 24, 2005 under the name Guano Distributors, Inc. for the purpose of selling Dry-Bar Cave bat guano.  On June 28, 2006, the articles of incorporation were amended to change its name to Ecoland.   On March 13, 2012, the articles of incorporation were amended to change the Company’s name to Novus.
 
 Pursuant to a share exchange agreement between Novus and D&R Technologies Inc. (“D&R”), incorporated under the laws of the Province of Ontario on June 16, 2004, the Company issued 59,000,000 common shares to the shareholders of D&R in exchange for 100% of their issued and outstanding common shares thereby making D&R its wholly-owned subsidiary.  The acquisition has been treated as a recapitalization of Novus with D&R as the accounting acquirer in accordance with the Reverse Merger rules.
 
 D&R`s principle business activity is the engineering, design and the manufacturing of automated tube processing solutions for the automotive industry.
 
 2.
Reverse Merger Transaction
  Pursuant to the terms of an acquisition agreement between Ecoland and D&R dated January 27, 2012, the Company completed a reverse merger and recapitalization with D&R such that D&R became a wholly owned subsidiary of Novus and the shareholders of D&R acquired a majority of the common shares of Novus.  D&R, the legal subsidiary, is considered to have acquired the assets and liabilities of Ecoland (now Novus), the legal parent.  Immediate prior to the completion of the transaction, Ecoland had 29,650,000 common shares issued and outstanding.
 
 Based on the balance sheet of Ecoland prepared in connection with the transaction, the net assets acquired by D&R were as follows:
  Cash

$
2,849Working capital deficiency

$
(123,539
)$
(120,691
)
 
 As a consequence of the transaction, the Company received cash of $2,849, other assets of $206, related party receivable $6,254 and assumed liabilities of $130,000.
 
 For accounting purposes, the acquisition has been treated as a reverse merger and recapitalization of D&R with D&R as the acquirer, in essence, a recapitalization of Novus Robotics Inc. (fka Ecoland International, Inc.).  As such, the historical deficit of Ecoland, $1,053,361, was eliminated along with its additional paid in capital account by charging these amounts to retained earnings.
 
 3.
SIGNIFICANT ACCOUNTING POLICIES
  Basis of presentation
  The consolidated financial information furnished herein reflects all adjustments, which, in the opinion of management, are necessary to fairly state the Company's financial position and the results of its operations for the periods presented.
  6
  NOVUS ROBOTICS INC.
 Notes to Interim Consolidated Financial Statements
 June 30, 2012
  3.
SIGNIFICANT ACCOUNTING POLICIES - continued
  These interim consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in US dollars.  D&R’s functional currency is the Canadian Dollar.  They do not include all of the information and note disclosures required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2011.
 
 In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results in accordance with US GAAP have been included and properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:
 
 Principles of Consolidation
 
 The consolidated financial statements include the accounts and operations of Novus and its wholly owned subsidiaries D&R Technologies, Inc. and D&R Tools Inc. All inter-company accounts and transactions have been eliminated on consolidation.
  Use of Estimates
  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 statement items subject to significant judgment include expense accruals, as well as income taxes and loss contingencies.  Actual results could differ from those estimates.
  The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:
 
 Assets’ carrying values and impairment charges
 
 Assets, including property and equipment and inventory, are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount exceed their recoverable amounts.
 In the determination of carrying values and impairment charges, management looks at the higher of recoverable amount or fair value less costs to sell in the case of assets and at objective evidence, significant or prolonged decline of fair value on financial assets indicating impairment. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period.
 
 Income taxes and recoverability of potential deferred tax assets
  In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. The Company considers whether relevant tax planning opportunities are within the Company’s control, are feasible, and are within management’s ability to implement. Examination by applicable tax authorities is supported based on individual facts and circumstances of the relevant tax position examined in light of all available evidence. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the amounts of income tax assets recognized. Also, future changes in tax laws could limit the Company from realizing the tax benefits from the deferred tax assets. The Company reassesses unrecognized income tax assets at each reporting period.
  7
  NOVUS ROBOTICS INC.
 Notes to Interim Consolidated Financial Statements
 June 30, 2012
  3.
SIGNIFICANT ACCOUNTING POLICIES - continued
  Long-lived Assets
 
 In accordance with the Financial Accounting Standards Board ("FASB") Accounts Standard Codification (ASC) ASC 360-10, "Property, Plant and Equipment" the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment.  The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset.  Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.
 
 Regulatory Matters
 
 The Company is subject to a variety of federal, provincial and state regulations governing land use, health, safety and environmental matters.  The Company’s management believes it has been in substantial compliance with all such regulations.
  Cash and Cash Equivalents
  The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents.  At June 30, 2012, the Company had no cash equivalents.  The Company maintains its cash in bank deposit accounts which may exceed federally insured limits.  As of June 30, 2012, the Company’s accounts are insured for $100,000 CDN by Canadian Deposit Insurance Corporation for Canadian bank deposits and are fully insured by FDIC for US bank deposits.
 
 Inventory
 
 Inventory, comprised principally of raw materials, is stated at the lower of cost or market using the first-in, first-out (“FIFO”) method. This policy requires D&R to make estimates regarding the market value of our inventory, including an assessment of excess or obsolete inventory. The Company determines excess and obsolete inventory based on an estimate of the future demand and estimated selling prices for its products.
  Fixed Assets
 
 Fixed assets are stated at cost.  Depreciation is recorded on a straight line basis reflective of the useful lives of the assets.  Expenditures for maintenance and repairs are charged to operations when incurred, while additions and betterments are capitalized. When assets are retired or disposed, the asset’s original cost and related accumulated depreciation are eliminated from accounts and any gain or loss is reflected in income.
  EstimatedUseful LifeOffice equipment
5 yearsComputer equipment
5 yearsShop and Machinery equipment
7 to 10 years
  8
 
 NOVUS ROBOTICS INC.
 Notes to Interim Consolidated Financial Statements
 June 30, 2012
 
 
 3.
SIGNIFICANT ACCOUNTING POLICIES - continued
  Foreign Currency Translation
 
 Gains and losses arising upon settlement of foreign currency denominated transactions or balances are included in the determination of income.  The Company’s functional currency is the U.S. dollar.  Transactions in foreign currency are translated into U.S. dollars in accordance with the ASC 830-30 as follows:
 
 i.  monetary items at the rate prevailing at the balance sheet date;
 ii.  non-monetary items at the historical exchange rate;
 iii.  revenue and expenses at the average rate in effect during the applicable accounting period.
 
 Translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders deficiency.
 
 Financial Instruments
  The carrying values of the Company’s financial instruments, which comprise cash, accounts receivable, accounts payable, payroll liabilities, loan payable, taxes payable and due to officers/shareholders, approximate their fair values due to the immediate or short-term maturity of these instruments.  Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
 
 Fair Value Measurements
 
 The authoritative guidance for fair values establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
 
 Income Taxes
  Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not.   The Company has adopted ASC 740, "Accounting for Income Taxes," as of its inception.  Pursuant to ASC 70, the Company is required to compute tax asset benefits for net operating losses carried forward.  The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will be able to utilize the net operating losses carried forward in future years.
 
 Advertising Costs
 Advertising costs are expensed as incurred.  No advertising costs have been incurred by the Company to date
 
 Revenue Recognition
 
 The Company recognizes revenue in accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 101,"Revenue Recognition in Financial Statements" ("SAB 101") as modified by SEC Staff Accounting Bulletin No. 104. Under SAB 101, revenue is recognized when the project is completed, and when collection of the resulting receivable is reasonably assured.
  1.
Spare parts – Revenues and expenses are recognized at the time of sale.
 2.
Service- Revenues and expenses are recognized at the time services are performed and accepted by customer via sign off.
 3.
Seat systems and tooling - progress invoicing to the customer are recorded as deferred revenue.  When the projects are installed and accepted by the customer the final invoice is issued and all deferred revenue is recognized along with the related work in process costs for the project.  Systems generally take 20-28 weeks to design, manufacture, assemble and then ship and install to our various customers.
 
 D&R provides standard warranties for its product from the date of shipment. Estimated warranty obligations are recorded at the time of sale and amortized over the two year warranty period.
  9
 
 NOVUS ROBOTICS INC.
 Notes to Interim Consolidated Financial Statements
 June 30, 2012
  3.
SIGNIFICANT ACCOUNTING POLICIES - continued
 
 Earnings per Common Share
 
 Net income per share is provided in accordance with  ASC 260-10, “Earnings per Share”.  We present basic income per share (“EPS”) and diluted EPS the face of the statement of operations. Basic EPS is computed by dividing reported net income (loss) applicable to common shareholders by the weighted average number of common shares outstanding during the period.  Except where the result would be anti-diluted to income from continuing operations, diluted earnings per share would be computed assuming the conversion of the convertible long-term debt and the elimination of the related interest expense, and the exercise of stock warrants.  Income per common share has been computed using the weighted average number of common shares outstanding during the year.  For the period ended June 30, 2012, the Company does not have equity instruments outstanding which would determine diluted income per share.
 
 Comprehensive Income
 
 The Company has adopted ASC 220, "Comprehensive Income," which establishes standards for reporting and the display of comprehensive income, its components and accumulated balances.  Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners or distributions to owners.  Among other disclosures, ASC 220 requires that all items that are required to be recognized under the current accounting standards as a component of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements.  Comprehensive income (loss) is displayed in the statement of shareholders' equity and in the balance sheet as a component of shareholders' equity.
 
 Recent Accounting Pronouncements
 
 The Company has reviewed issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.
 
 4.
DUE TO OFFICERS/SHAREHOLDERS
  During the first quarter of 2012, a shareholder of D&R loaned the Company $500,000 to assist with working capital requirements.  The loan is unsecured, non-interest bearing with no fixed terms of repayment.
  10
 
  NOVUS ROBOTICS INC.
 Notes to Interim Consolidated Financial Statements
 June 30, 2012
 
 5.     COMMON STOCK TRANSACTION
  Due to the reverse merger referenced in note 1, on February 12, 2012, the Company assumed notes payable and accrued interest totaling $130,000.  Included in this note are three separate notes payable to unrelated parties.  The notes are unsecured, due on demand and accrue interest at the rate of 8.0% per annum.
  On February 1, 2012, Novus issued 59,000,000 common shares and cancelled 59,000,000 common shares pursuant to the reverse merger transaction discussed in note 1 and note 2.  Pursuant to the terms of an acquisition agreement between Ecoland and D&R dated January 27, 2012, the Company completed a reverse merger andrecapitalization with D&R such that D&R became a wholly owned subsidiary of Novus and the shareholders of D&R acquired a majority of the commonshares of Novus. D&R, the legal subsidiary, is considered to have acquired the assets and liabilities of Ecoland (now Novus), the legal parent. Immediateprior to the completion of the transaction, Ecoland had 29,650,000 common shares issued and outstanding.
 6.     CONCENTRATIONS
  The Company has significant economic and commercial dependence on Johnson Controls, Inc. (`JCI``).  As a result, D&R is subject to significant financial risk in the event of financial distress of JCI.  For the quarter ended June 30, 2012 and year ended December 31, 2011 more than 90% of all sales and receivables were to this entity.
 
 7.     LEASES AND OTHER COMMITMENTS
  The Company leases premises totaling 18,000 square feet with monthly lease payments of approximately $12,000 per month expiring on July 31, 2013.
 
 As at June 30, 2012, the aggregate minimum annual lease payments under operating leases were as follows:
  2012

$
72,0002013


84,000$
156,000


11





FORWARD LOOKING STATEMENTS





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




This Quarterly Report on Form 10-Q for quarter ended June 30, 2012 is being amended in accordance with a comment letter from the Securities and Exchange Commission dated September 4, 2012 regarding internal controls and procedures and gross profit margins.




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





GENERAL





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





Share Exchange Agreement





We entered into that certain share exchange agreement dated January 27, 2012 (the "Share Exchange Agreement") with 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”). Our Board of Directors approved the execution and consummation of the transaction under the Share Exchange Agreement on February 1, 2012.  In accordance with the terms and provisions of the Share Exchange Agreement, we issued an aggregate of 59,000,000 shares of its restricted common stock to the D&R Shareholders in exchange for 100% of the total issued and outstanding shares of D&R Technology, thus making D&R Technology our wholly-owned subsidiary. Our Board of Directors deemed it in the best interests of our shareholders to enter into the Share Exchange Agreement pursuant to which it would acquire all the technology and assets and assume all liabilities of D&R Technology. This resulted in a change in control and our overall business operations thus bringing potential value to our shareholders.





In accordance with further terms and provisions of the Share Exchange Agreement, that certain employment agreement dated June 1, 2009 (the “Employment Agreement”) between us and David Wallace (“Wallace”) was terminated and Wallace 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 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).




12





Stock Purchase Agreement





We previously announced that certain of our controlling shareholders, 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 our restricted common stock held of record by the Controlling Shareholders to D&R Technology.





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. 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 our shareholders. The Controlling Shareholders returned their respective shares to us 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 our  common stock were going to be issued in exchange for the total issued and outstanding shares of common stock of D&R Technology.





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.





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 on April 10, 2012. Our new cusip number is 67011H108.  The list of officers has been updated with the correct list on or before September 30, 2012.





Therefore, as of the date of this Quarterly 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.





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




13





CURRENT BUSINESS OPERATIONS





We are involved in the area of engineering, design and manufacturing of robotics and automation technology solutions, which management believes will enable us to become a recognized technology pioneer and market leader in the area of engineering. Through our wholly-owned subsidiary, D&R Technology, we will provide state of the art automation technologies to solve our customers’ complex automation needs, increase efficiencies and improve manufacturing processes. Serving as a comprehensive engineering partner, we will work with other leading robotic manufacturers to provide the best automation technologies. We will provide automation solutions to a wide spectrum of customers and industries ranging from large Fortune 500 companies to small privately-held businesses. Our automated solutions can be found in manufacturing, assembly and processing lines throughout the United States, Canada, Mexico and South America. D&R Technology has served the automotive industry for more than seven years and is currently applying its service solutions to other markets, such as medical robotics, personal robotic devices and the 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.





We intend to rapidly become one of the leading providers of automated manufacturing solutions, which are used primarily by three of the top ten Tier I automotive part suppliers in the world. We also make precision components and tooling using our own custom-built manufacturing systems, process knowledge and automation technology.





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




RESULTS OF OPERATION




Three Month Periods Ended


Six Month Periods EndedJune 30,


June 30,2012


2011


2012


2011Revenues

$
727,323


$
459,810


$
2,351,804


$
2,765,904Cost of Goods Sold


427,999



180,202



1,126,140



1,600,461Gross Profit


299,324



279,608



1,225,664



1,165,443ExpensesCompensation


335,182



183,018



648,137



676,856Occupancy costs


19,965



18,387



42,574



43,899Maintenance and repairs


-



606



-0-



8,562Travel


28,116



22,444



41,345



63,189Professional fees


120



12,149



58,892



33,017Communication


4,975



3,460



10,124



16,831Office and general


6,541



9,920



33,919



46,593Foreign exchange loss


(1,819
)


-



(414
)


-0-Total Operating Expenses


393,080



249,983



834,577



888,950Income tax (expense) benefit


13,000



-



(51,000
)


-Net income (loss)

$
(80,756
)

$
29,625


$
340,087


$
276,492Foreign exchange adjustment


5,481



-



(6,731
)


-0-Comprehensive income (loss)

$
(75,275
)

$
29,625


$
333,356


$
276,493


14





Six Month Period Ended June 30, 2012 Compared to Six Month Period Ended June 30, 2011





Our net income for the six month period ended June 30, 2012 was $340,087 compared to a net income of $276,492 during the six month period ended June 30, 2011 (an increase of $63,595).





During the six month period ended June 30, 2012, we generated revenue in the amount of $2,351,804 compared to revenue generated during the six month period ended June 30, 2011 of $2,765,904 (a decrease of $414,100).  During the six month period ended June 30, 2012, cost of goods sold was $1,126,140 compared with $1,600,461 during the six month period ended June 30, 2011. This resulted in gross profit of $1,225,664 during the six month period ended June 30, 2012 compared with a gross profit of $1,165,443 during the six month period ended June 30, 2011. The decrease in revenues during the six month period ended June 30, 2012 compared with 2011 related to decreased sales to consumers of our special purpose machinery products and services due to management’s focus on the acquisition of our wholly-owned subsidiary. The decrease in cost of sales was due to the decrease in sales.




During the six month period ended June 30, 2012, we incurred operating expenses of $834,577 compared to $888,950 incurred during the six month period ended June 30, 2011 (a decrease of $54,373). The operating expenses incurred during the six month period ended June 30, 2012 consisted of: (i) compensation of $648,137 (2011: $676,856); (ii) occupancy costs of $42,574 (2011: $43,899); (iii) maintenance and repairs of $-0- (2011: $8,562); (iv) travel of $41,345 (2011: $63,189); (v) professional fees of $58,892 (2011: $33,017); (vi) communication of $10,124 (2011: $16,831); (vii) office and general of $33,919 (2011: $46,593); and (viii) foreign exchange loss of $414 (2011: $-0-). During the six month period ended June 30, 2012, we also incurred income tax expense of $51,000 (2011: $-0-). The decrease in the incurrence of operating expenses during the six month period ended June 30, 2012 reflects the lesser expenses incurred as a result of our decreased sales during the period. Operating expenses include overhead expenses such as rent, management and staff salaries, general insurance, marketing, accounting, legal and offices expenses.





The decrease in net income during the six month period ended June 30, 2012 from the six month period ended June 30, 2011 resulted primarily from the $51,000 incurred as income tax expense.





Due to transactions denominated and settled in foreign currency, we generated a loss on foreign translation of $6,731 (2011: $-0-) during the six month period ended June 30, 2012.





This resulted in a comprehensive income of $333,356 during the six month period ended June 30, 2012 resulting from a foreign exchange adjustment of $6,731 compared with comprehensive net income of $276,493 during the six month period ended June 30, 2011.





Three Month Period Ended June 30, 2012 Compared to Three Month Period Ended June 30, 2011





Our net loss the three month period ended June 30, 2012 was ($80,756) compared to a net income of $29,624 during the three month period ended June 30, 2011 (an increase in net loss of $51,132).





During the three month period ended June 30, 2012, we generated revenue in the amount of $727,323 compared to revenue generated during the three month period ended June 30, 2011 of $459,810 (an increase of $267,513).  During the three month period ended June 30, 2012, cost of goods sold was $427,999 compared with $180,202 during the three month period ended June 30, 2011. This resulted in gross profit of $299,324 during the three month period ended June 30, 2012 compared with a gross profit of $279,608 during the three month period ended June 30, 2011. The increase in revenues during the three month period ended June 30, 2012 compared with 2011 related to increased sales to consumers of our special purpose machinery products and services based upon management’s focus on marketing and distribution of its products after the acquisition of its wholly-owned subsidiary. The increase in cost of sales was due to the increase in sales.




15





During the three month period ended June 30, 2012, we incurred operating expenses of $393,080 compared to $249,983 incurred during the three month period ended June 30, 2011 (an increase of $143,097). The operating expenses incurred during the three month period ended June 30, 2012 consisted of: (i) compensation of $335,182 (2011: $183,017); (ii) occupancy costs of $19,965 (2011: $18,387); (iii) maintenance and repairs of $-0- (2011: $605); (iv) travel of $28,116 (2011: $22,444); (v) professional fees of $120 (2011: $12,148); (vi) communication of $4,975 (2011: $3,459); (vii) office and general of $6,541 (2011: $9,920); and (viii) foreign exchange gain of $1,819 (2011: $-0-). During the three month period ended June 30, 2012, we also incurred income tax expense of $13,000 (2011: $-0-). The increase in the incurrence of operating expenses during the three month period ended June 30, 2012 is based upon the increase in compensation resulting from increase in salary to two officers of the Company and the hiring of a Sales Engineer on April 2, 2012, in an effort to increase sales and broaden our market base.




The increase in net loss during the three month period ended June 30, 2012 from the net income during the three month period ended June 30, 2011 resulted primarily from the $13,000 incurred as income tax expense and the compensation expense.





Due to transactions denominated and settled in foreign currency, we generated a gain on foreign translation of $5,481 (2011: $-0-) during the three month period ended June 30, 2012.





This resulted in comprehensive loss of ($75,275) during the three month period ended June 30, 2012 resulting from a foreign exchange adjustment of $5,481 compared with comprehensive net income of $29,625 during the three month period ended June 30, 2011.




The change in gross profit margin at quarter ended March 31, 2012 and quarter ended June 30, 2012 resulted from the difference in costs. During the quarter ended March 31, 2012, we realized revenue of approximately $142,000 with no costs, which would have resulted in a higher gross margin. During quarter ended June 30, 2012, we realized revenue of approximately $250,000, however, we had higher costs. These costs related to performance of services related to use of aluminum, which required certain research and development since it was our first time using aluminum. Therefore, we did not realize the usual profit and thus explains the difference in gross margin between the first and second quarters of fiscal year 2012.





LIQUIDITY AND CAPITAL RESOURCES





As at June 30, 2012





As at June 30, 2012, our current assets were $2,056,137 and our current liabilities were $1,237,537, which resulted in a working capital surplus of $818,600. As at June 30, 2012, current assets were comprised of: (i) $1,408,428 in cash; (ii) $396,375 in accounts receivable; (iii) $244,626 in inventory; (iv) $5,091 in taxes recoverable; and (iv) $1,617 in prepaid expenses. As at June 30, 2012, current liabilities were comprised of: (i) $202,815 in accounts payable and accrued expenses; (ii) $130,000 in note payable; (iii) $339,490 in deferred revenue; (iv) $24,536 in warranty provision; (v) $50,046 in taxes payable; and (vi) $490,650 due to shareholder.





As at June 30, 2012, our total assets were $2,201,446 comprised of: (i) $2,056,137 in current assets; (ii) $14,803 in security deposits; and (iii) $130,506 in fixed assets, net of depreciation. The slight decrease of total assets for the six month period ended June 30, 2012 from December 31, 2011 was primarily due to the decrease in available inventory.





As at June 30, 2012, our total liabilities were $1,237,537 comprised entirely of current liabilities. The decrease in liabilities for the six month period ended June 30, 2012 from fiscal year ended December 31, 2011 was primarily due to the decrease in deferred revenue of $937,515.





Stockholders’ equity increased from $751,244 as of December 31, 2011 to $963,909 as of June 30, 2012.




16





Cash Flows from Operating Activities





We have generated negative cash flows from operating activities. For the six month period ended June 30, 2012, net cash flows used in operating activities was ($49,800) consisting primarily of net income of $340,087. Net cash flows from operating activities was adjusted by $14,916 of depreciation. Net cash flow from operating activities was further changed by an increase of $553,634 in inventory, $900 in prepaid expense and $84,018 in taxes recoverable/payable. Net cash flow from operating activities was further changed by a decrease of $29,277 in accounts receivable, $51,984 in accounts payable and accrued expense, $937,515 in deferred revenue and  $24,629 in warranty provision.




For the six month period ended June 30, 2011, net cash flows from operating activities was $339,795 consisting primarily of net income of $276,493. Net cash flows from operating activities was adjusted by $19,950 in depreciation. Net cash flow from operating activities was further changed by an increase of $1,312,293 in inventory, $1,832 in prepaid expense, $192,778 in warrant provision and $108,841 in taxes recoverable/payable.  Net cash flows from operating activities was further changed by a decrease of $211,445 in accounts receivable, $506,987 $506,987 in accounts payable and accrued expense and $790,959 in deferred revenue.





Cash Flows from Investing Activities





For the six month period ended June 30, 2012, net cash flows from investing activities was $2,849 in cash received as result of Share Exchange Agreement. Net cash flows from investing activities for the six month period ended June 30, 2011 was zero.





Cash Flows from Financing Activities





For the six month period ended June 30, 2012, net cash flows provided from financing activities was $490,650 compared to net cash flows used in financing activities of $110,537 for the six month period ended June 30, 2011. Net cash flows from financing activities for the six month period ended June 30, 2012 consisted of $490,650 in advances from shareholders. Net cash flows used in financing activities for the six month period ended June 30, 2011 consisted of repayment of $110,538 to shareholders.





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





PLAN OF OPERATION AND FUNDING





Our principal demands for liquidity are to increase capacity, inventory purchase, sales distribution, and general corporate purposes. We intend to meet our liquidity requirements, including capital expenditures related to the purchase of equipment, purchase of inventory, and the expansion of our business, through cash flow provided by operations and funds raised through proceeds from the issuance of debt or equity.





Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. We may finance expenses with further issuances of securities and debt issuances. Any additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all.




17





MATERIAL COMMITMENTS





Note Payable





Due to the reverse merger referenced in note 1 to the financial statements, on February 1, 2012, we  assumed notes payable and accrued interest totaling $130,000. Included in this amount are three separate notes payable to unrelated entities. The notes are unsecured, due on demand and accrue interest at a rate of 8.0% per annum.





Loan from Shareholder





During the three month period ended March 31, 2012, a shareholder of D&R Technology, our wholly-owned subsidiary, loaned us $500,000 to assist with working capital requirements. The loan is unsecured, non-interest bearing with no fixed terms of repayment.





PURCHASE OF SIGNIFICANT EQUIPMENT





We do not intend to purchase any significant equipment during the next twelve months.





OFF-BALANCE SHEET ARRANGEMENTS





As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.





ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse change in foreign currency and interest rates.





Exchange Rate





Our reporting currency is United States Dollars (“USD”).  As we also engage in business operations outside of the United States, the fluctuation of exchange rates may have positive or negative impacts on our results of operations. Any potential revenue and expenses will be denominated in U.S. Dollars.





Interest Rate





Interest rates in the United States are generally controlled. Any potential future loans will relate mainly to acquisition of properties and will be mainly short-term. However our debt may be likely to rise in connection with expansion and if interest rates were to rise at the same time, this could have a significant impact on our operating and financing activities. We have not entered into derivative contracts either to hedge existing risks or for speculative purposes.




18





ITEM 4.  CONTROLS AND PROCEDURES





EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES





We have performed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were not effective as of June 30, 2012 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.




Based on such evaluation, our Chief Executive Officer/Chief Financial Officer have concluded that, as of the end of the period covered by this Quarerly Report on Form 10-Q, our interal controls over financial reporting were not effective:
 
 ·
to give reasonable assurance that the information required to be disclosed by us in reports that we file under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and
 
 ·
to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.
 
 We believe that the foregoing steps will remediate the significant deficiencies identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate. A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company's financial reporting.
 
 During our assessment of the effectiveness of internal control over financial reporting as of June 30, 2012, management identified significant deficiencies related to: (i) the absence of an Audit Committee as of June 30, 2012; and (ii) a lack of segregation of duties within accounting functions.
 
 We began preparing to be in compliance with the internal control obligations, including Section 404, for our fiscal year ending December 31, 2012. In an effort to improve our internal control environment, management has engaged a Chartered Accountant to review the work prepared by the controller. He is independent of the daily accounting function. He prepares the quarterly financial statement after reviewing and recommending adjustments to the records based on his analysis of the financial information presented. This review includes vouching and reconciling key accounts to source documents. He liaises with the external auditors on major or complex transactions identified to ensure they are accounted for on a timely basis and presented accurately in the published financial statements.
 
 In order to correct the foregoing weaknesses, we have taken certain further remediation measures and designed new internal controls and procedures to ensure: (a) effectiveness and efficiency of operations; (b) reliability of financial reporting; and (c) compliance with laws and regulations. To that end, management will provide a controlled environment which organizes and influences its people.
  19
  (a)
Management is establishing an information and communication system for its executives andemployees allowing them to carry out their responsibilities in an organized and process driven  manner.
 (b)
The firm engaged the Chartered Accountant to assist with: (a) compiling and maintaining our financial records; (b) assisting the bookkeeping staff with proper recording of transactions; (c) maintaining permanent accounting records and proper backup procedures; and (d) providing continuous monitoring of accounting functions throughout the company. In addition, the Chartered Accountant will perform a risk assessment which identifies and analyzes the relevant risks management should address in order to achievement of its objectives. The Chartered Accountant will also assist with the preparation of written policies and procedures that will help ensure management directives are carried out.
 
 (c)
Our President/Chief Executive Officer is serving as the point of communication between us and the audit firm. Communication between our President/Chief Executive Officer and the audit firm’s engagement partner has been established to ensure that the audit is aware of management’s intent and actions.




Management’s Annual Report on Internal Control Over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Under the supervision and with the participation of the Company’s management, including the chief executive officer and principal financial officer, we evaluated the effectiveness of our internal control over financial reporting as of June 30, 2012. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.





This Quarterly Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Quarterly Report on Form 10-Q.





Inherent Limitations on Effectiveness of Controls





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





Changes in internal controls





There were no changes in internal controls for the six month period ended June 30, 2012.




AUDIT COMMITTEE REPORT





Our Board of Directors has not established an audit committee. The respective role of an audit committee has been conducted by our Board of Directors. We intend to establish an audit committee during fiscal year 2012. When established, the audit committee's primary function will be to provide advice with respect to our financial matters and to assist our Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee's primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and our Board of Directors.




20





PART II.  OTHER INFORMATION





ITEM 1.   LEGAL PROCEEDINGS





No report required.





ITEM IA.  RISK FACTORS





No report required.





ITEM 2.   UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS





Effective on February 1, 2012, we issued an aggregate of 59,000,000 shares of our restricted common stock to the D&R Shareholder, 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 our 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 our management concerning any and all matters related to acquisition of the securities.




Beneficial Ownership Chart





The following table sets forth certain information, as of the date of this Quarterly 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 our executive officers and directors; and (iii) our 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 Quarterly Report, there are 88,650,000 shares of common stock issued and outstanding.




21





Name and Address of

Beneficial Owner(1)

Amount and Nature of Beneficial Ownership(1)


Percentage of Beneficial OwnershipDirectors and Officers:Berardino Paolucci

7669 Kimbal Street

Mississauga, Ontario

Canada L5S 1A7


28,320,000



31.95
%Drasko Karanovic

7669 Kimbal Street

Mississauga, Ontario

Canada L5S 1A7


14,160,000



15.97
%Velijko Pjevac

7669 Kimbal Street

Mississauga, Ontario

Canada L5S 1A7


-0-



0
%All executive officers and directors as a group (3 person)


42,480,000



47.93
%Beneficial Shareholders Greater than 10%D Mecatronics Inc.

7669 Kimbal Street

Mississauga, Ontario

Canada L5S 1A7


(2)

16,520,000



18.63
%





*
Less than one percent.





(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)
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.




22





ITEM 3.  DEFAULTS UPON SENIOR SECURITIES





No report required.





ITEM 4.  MINE SAFETY DISCLOSURES





No report required.





ITEM 5.  OTHER INFORMATION





Effective with the Share Exchange Agreement, Mr. David Wallace resigned as our sole officer and director and new officers and directors were appointed. 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 our President/Chief Executive Officer, Secretary and Treasurer/Chief Financial Officer and a member of the Board of Directors. 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 2004 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 resuling 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. Mr. Paolucci also owned his own machine shop and was plant foreman for Dieco Technology for over ten years where he was responsible for production, inventory, purchasing, labor and overall supervision of the plant.





Drasko Karanovic.Mr. Karanovi is a member of our Board of Directors. 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 Technologies 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.  Mr. Karanovic was the engineering manager for over three years at Dieco Technology. Mr. Karanovic earned a Bachelor of Mechanical Engineer degree




23





Velijko Pjevac.Mr. Pjevac is a member of our Board of Directors. 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





ITEM  6.  EXHIBITS AND REPORTS ON FORM 8-K





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





ExhibitNumber

Description3. 1

Articles of Incorporation 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, 20073.2

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, 200710.1

Share Exchange Agreement between Ecoland International Inc. and D&R Technologies Inc. as filed with the Securities and Exchange Commission as an Exhbit to the Current Report on Form 8-K on February 3, 2012.31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.31.2

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.32.1

Certification of Chief Executive Officer an Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.99.1

Audited financial statements of D&R Technologies Inc.99.2

Unaudited pro forma combined financial statements of D&R and Ecoland International Inc.




101.INS **

XBRL Instance Document101.SCH **

XBRL Taxonomy Extension Schema Document101.CAL **

XBRL Taxonomy Extension Calculation Linkbase Document101.DEF **

XBRL Taxonomy Extension Definition Linkbase Document101.LAB **

XBRL Taxonomy Extension Label Linkbase Document101.PRE **

XBRL Taxonomy Extension Presentation Linkbase Document





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




24





SIGNATURES





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




NOVUS ROBOTICS INC.Dated: October 24 , 2012
By:
/s/ BERARDINO PAOLUCCIBerardino Paolucci,President/ChiefExecutive OfficerDated: October 24 , 2012
By:
/s/ BERARDINO PAOLUCCIBerardino Paolucci,Chief Financial Officer