--------------------------------------------------------------------------------
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

(Mark One)

[X]      Annual report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934
         [Fee Required]
For the fiscal year ended  November 30, 2002 or
                          -------------------

[ ]      Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934
         [No Fee Required]
For the transition period from                 to
                               ---------------
Commission file number   0-18253
                         -------

                             TRANSBOTICS CORPORATION
                 (Name of small business issuer in its charter)

               Delaware                                     56-1460497
   ----------------------------------              ----------------------------
   (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                     Identification No.)

 3400 Latrobe Drive, Charlotte, North Carolina                 28211
---------------------------------------------------------------------------
  (Address of principal executive offices)                  (Zip Code)

                  Issuer's telephone number   (704) 362-1115
                                              --------------

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

                                                   Name of each exchange on
      Title of each class                                which registered

               None                                          None
      -------------------                          ------------------------

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

                           .01 Par Value Common Stock
                           --------------------------
                                (Title of Class)

     Check whether the issuer (1) 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
                                       ---     ---

     Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     State issuer's revenues for its most recent fiscal year: $4,317,258

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant was $292,148 based upon the closing sales price of Common Stock
on OTC Bulletin Board on January 31, 2003 of $0.12 per share.

     As of January 31, 2003, 3,586,451 shares of Registrant's Common Stock, par
value $.01 per share, were outstanding.

     Portions of the Registrant's Annual Report to the security holders for the
fiscal year ended November 30, 2002 furnished to the Commission pursuant to Rule
14a-3(b) under the Securities Exchange Act of 1934 are incorporated by reference
in Part II, Items 6 and 7. In addition, portions of the Registrant's definitive
proxy statement for the 2003 Annual Meeting of Shareholders to be filed pursuant
to Regulation 14A under the Securities Exchange Act of 1934 are incorporated by
reference in Part III, Items 9, 10, 11 and 12.

     Transitional Small Business Disclosure Format (check one): Yes     No X
                                                                    ---   ---

--------------------------------------------------------------------------------


<PAGE>

                                     PART I

Item 1.  Description of  Business

Business Development

    The issuer conducts the business previously carried on by Netzler and
Dahlgren Company Technologies, Inc. ("NDCT"), NDC Systems, Inc. ("NDCS"), and
NDC Automation, Inc. ("NDCA") (all collectively referred to hereunder as the
"Company"). The Company changed its name from NDC Automation, Inc. to
Transbotics Corporation in 2002.

     NDCT was founded in 1982 as the North American affiliate of NDC, Netzler &
Dahlgren Co. AB ("Netzler & Dahlgren"), a Swedish Company. NDCT's strategy was
to acquire or license Netzler & Dahlgren control technologies and products, and
to enhance, modify, and otherwise adapt them for use by customers in North
America.

    In 1984, NDCS was organized to market radio frequency identification
("RFID") technology products.

    Automation Technologies, Inc. ("ATI") was formed in 1985, but did not engage
in the active conduct of business.

    In 1987, NDCA was formed to provide standard hardware and software packages
for original equipment manufacturers ("OEMs"), and to expand applications of
automatic guided vehicle systems ("AGVS") and RFID technologies into industries
that traditionally did not use such technologies.

    Effective December 1, 1987, NDCT, NDCS, and NDCA were all merged into ATI.
The surviving corporation changed its name to NDC Automation, Inc. The effect of
the merger was to combine the business activities of three separate, but
market-related, companies into a single, integrated enterprise. The Company
became a Delaware corporation in December 1989 through a merger entered into for
the purpose of changing the Company's state of incorporation. At that time its
sole subsidiary was N/S Technology, Inc., an inactive North Carolina corporation
which was dissolved in 1994.

     On March 28, 1990, the Company successfully completed its initial public
offering netting $1,996,598 to improve its financial position for potential
growth opportunities.

    On June 30, 1991, the Company acquired all of the common stock of
Southeastern Software Developers, Inc. ("SSDI"), a South Carolina corporation,
from its shareholders for stock in the Company and cash. SSDI developed and
owned proprietary control and monitoring software used primarily in the textile
industry. The Company essentially absorbed the operations of SSDI and dissolved
SSDI's corporate charter in 1996.

    Effective July 1, 1992, the Company acquired for cash and stock all of the
outstanding shares of NDC Technology Australia PTY Ltd. ("NDCTA"), a company
formed to acquire, develop, market, and sell hardware, software and engineering
services incorporated into and used to control AGVS in the international market.
NDCTA was sold on November 30, 1995 to its managing director.

    On June 22, 1993, the Company purchased the assets of AutoNavigator AB
("ANAB"), of Lulea, Sweden. A subsidiary of the Company, NDC Laser AB ("NDC
Laser"), was formed to produce and distribute ANAB's laser device and related
software, enhancing the Company's know-how in the AGV area. NDC Laser was sold
November 30, 1995 to Netzler & Dahlgren.

     During the fiscal year ending November 30, 1996, the Company discontinued
its marketing and distribution of the radio frequency identification products to
primarily focus on its AGVS business. The Company also refocused its marketing
and sales of AGVS equipment to OEM customers and system suppliers. In September
1997 the Company expanded its sales efforts to provide turn key AGV systems to
end users. On November 30, 2000 the Company's license agreement with Netzler and
Dahlgren AB was modified to allow the Company to pursue end user AGV business
world wide on a non-exclusive basis. In 2001, the Company started doing business
under the name Transbotics Corporation and officially changed its corporate name
through charter amendment in 2002.

                                       1

<PAGE>

Business of the Issuer

    The Company's current core business is to be a supplier of controls
hardware, software, engineering services and other components that are
incorporated into automated guided vehicles ("AGVs" or "vehicles") and into
systems that incorporate one or more such vehicles ("AGV systems"). AGVs are
driverless, computer-controlled vehicles that are programmed to transport
materials through designated pickup and delivery routines within a particular
facility (usually a manufacturing or distribution facility) and to transmit
information concerning system status, inventory tracking and system controls to
a system controller.

    The Company's AGV system products and services have been used in a variety
of industries, including textiles, automotive, entertainment, newspaper
publishing and electronics. These control products are designed to be of such
general applicability as to be incorporated into many kinds of material handling
vehicles. Consequently, they are used not only in custom-designed AGV vehicles
and systems, but also to automate conventional material handling equipment such
as forklifts and pallet jacks.

    The Company markets a laser guidance AGV control system, Lazerway(TM), which
is viewed by management as superior to the traditional "wire guidepath"
technology or other non-wire technologies for controlling the direction of an
AGV. The laser technology permits the end user to alter the guidepaths of AGVs
without changes in the user's facility. For further information regarding AGVs,
see "AUTOMATED GUIDED VEHICLE SYSTEMS" below.

     The Company's market approach includes selling its hardware, software and
engineering services to OEM customers (i.e., manufacturers of AGVs) AGV systems
and other vehicles that can be equipped for automation to fit the end-users'
need. The Company will sell such services through regular distribution or as a
sub-contractor to such OEM customers. The Company also supplies turnkey AGV
systems to end users. In 2002, sales of AGV related products and services
accounted for almost all of the Company's net revenues as it did in 2001.

       The Company's principal office is located at 3400 Latrobe Drive,
Charlotte, North Carolina, 28211, and its telephone number is (704) 362-1115.

                                       2

<PAGE>

Strategy

    The Company's mission is to strengthen its core business through active
marketing, distribution and support of AGV system control technology,
engineering and related products through sales to end users, AGV manufacturers,
material handling system integrators and other equipment manufacturers who
typically integrate the Company's products into system products for sale to the
actual users of AGV systems.

The Company is focusing its marketing efforts on its laser technology
Lazerway(TM), and AGV system solutions, towards end user and OEM customers as
well as to existing users of AGV systems for up-grading and retrofitting
purposes.

The Company has divested itself of all previous acquisitions to focus on its
core business in North America. The Company's strategy is to increase awareness
of its AGVS technology and system capabilities among end users as well as
creating new relationships with AGVS suppliers and system suppliers that would
be qualified to distribute the products or systems to end users. As part of the
strategy, the Company intends to pursue potential niche markets of end users.
The Company believes that its focus on laser technology rather than on wire
technology can give it an advantage in the existing and future market place.

The Company will continue to review its strategy as it monitors the market,
competition and growth opportunities for its products. Results of such reviews
may affect the above strategies. There can be no assurance, however, that any of
the above strategies or future strategies will meet management's objectives for
success or growth.


                                       3

<PAGE>

AUTOMATED GUIDED VEHICLE SYSTEMS

General
    AGVs are driverless, computer-controlled vehicles that are programmed to
transport materials through designated pickup and delivery routines within a
particular facility (usually a manufacturing or distribution facility) and to
transmit system status, inventory tracking and control and other information. In
many manufacturing and distribution processes, material handling needs are met
by roller tables, conveyors, manually operated vehicles and other conventional
methods. The AGVs can be rerouted within the constraints imposed by the
particular system. The Company's AGV system products and services have been used
in a variety of industries, including warehousing, textiles, newspaper
publishing and electronics. Control systems and technology supplied by the
Company are used for guidance and control of AGV systems in numerous production
facilities.

    The vehicles can be made to move and stop, load and unload, and perform
other functions. The AGVs load handling equipment is adapted to the type and
weight of the material that it handles and may consist of a roller table,
forklift, mechanical arm or other device. The vehicle's wheel and drive
configurations vary, depending upon the degree of maneuverability required
within the manufacturing or distribution facility.

    Automatic guided vehicles can be guided between pick-up and delivery points
by several methods. The traditional method is an inductive loop, called a wire
guidepath, which is embedded in the floor of the facility when the AGV system is
installed. The vehicles in an AGV system are equipped with a sensor and guidance
equipment that cause them to follow the guidepath. Because the installation of a
wire guidepath requires cutting a channel in the floor of the facility, the wire
guidepath method makes rerouting of AGVs less flexible. Moreover, this method of
installation of the system makes it inappropriate for clean room environments
and certain other applications.

    Vehicle guidance based on laser technology eliminates the need for extensive
facility reconfiguration upon installation. The laser guidance technology
employs a rotating laser beam emitted from a vehicle to sweep the room and
calculate angles to detected reflectors. The data gathered in this manner is
used by the vehicle's computer to determine its location and progress towards
its destination. The vehicle can be rerouted remotely by computer. Management
believes that the Company's laser guidance is superior to traditional technology
because it permits the end user to alter the designated routines of AGVs without
extensive reconfiguration of the facility.

    The end users of AGV systems typically are firms that need to move objects
by vehicle within a single manufacturing or distribution facility. For example:
1) A leading car manufacturer transports engines in its production facility with
AGV's. 2) A significant number of newspapers use AGV systems incorporating the
Company's products to move paper rolls and finished editions through their
printing plants.

    The Company offers over 20 standard items of equipment and over 10 standard
software products with multiple options to its customers. In certain instances
customers incorporate Company products into their own AGV systems for sale to
end users. These control products are designed to be of such general
applicability as to be useful in many kinds of material handling vehicles.
Consequently, they are used not only in custom-designed AGV vehicles and
systems, but also to upgrade conventional material handling equipment such as
forklifts and pallet jacks.

    AGV systems can be custom-designed by system houses and OEMs, and
occasionally by end users, to satisfy the material handling needs of an end
user's facilities. The more complex AGV systems perform several functions and
are controlled by highly sophisticated computer software. These systems track
and maintain the flow of materials through an entire manufacturing or
distribution process. In doing so, they use numerous vehicles to move parts and
assemblies through the various operations necessary to produce the finished
product. The AGV system's own computers provide host production computers with
the information necessary for management to make real-time production decisions.

                                       4

<PAGE>

The License Agreement

    The Company's AGV system products and services incorporate technology
licensed by, and products purchased from, Netzler and Dahlgren Co. AB, a Swedish
based company ("Netzler & Dahlgren") presently part of the Danaher group, as
well as technology that it has acquired or developed itself. Prior to November
30, 2000 the Company operated under a Master License Agreement ("MLA") dated
December 1, 1987, as restated November 30, 1995, in which the Company received
from Netzler & Dahlgren AGV technology, hardware, software, know-how and
consulting services. The Master License Agreement provided the Company the sole
rights to commercially and technically utilize, apply and sub-license Netzler &
Dahlgren's AGV system control technology and to sell its AGV system products in
North America to OEMs who manufacture vehicles in North America. The MLA,
however, did not prohibit customers in North America from purchasing complete
AGVs equipped with Netzler & Dahlgren controls from other Netzler & Dahlgren
licensees that manufactured vehicles outside of North America. Netzler &
Dahlgren products do not include standard or custom vehicle frames for AGVs.

   On November 30, 2000, the Company renegotiated its license agreement with
Netzler & Dalgren. The new agreement, dated November 30, 2000, expands the
Company's territory to sell to end-users on a worldwide basis, and continues its
rights to sub-license the technology in North America but on a non-exclusive
basis. The 2000 license agreement continues to allow the Company to distribute
the Netzler & Dahlgren laser technology as described above in North America. The
agreement's term extends to December 1, 2010 and is subject to automatic two
year extensions unless and until either party, in compliance with certain
procedures, notifies the other of its intention to terminate the agreement. It
provides for payment of a 10% royalty on sub-license fees received by the
Company with respect to AGV system technology. It also provides for the sale of
products at prices determined annually. Royalties are due 30 days following
receipt of payment by the Company. During the fiscal year ended November 30,
2002, the Company incurred no royalties to Netzler & Dahlgren with respect to
technology sub-licenses and purchased an aggregate of $ 447,787 of hardware,
software and engineering consulting services from Netzler & Dahlgren.

Customers

     A substantial portion of the Company's business in any given year is
derived from a limited number of customers, although the identity of those
customers varies somewhat from year to year. For the fiscal year ended November
30, 2002, orders from the three largest customers accounted for 9.9% , 8.2% and
7.0% of the Company's net revenues. For fiscal 2001, orders from the three
largest customers accounted for 15.8%, 11.2% and 10.4% of the Company's net
revenues. For fiscal 2000, orders from the three largest customers accounted for
21.8%, 7.2% and 6.7% of the Company's net revenues.

     End users of the Company's products and services are reached generally by
the Company's direct sales and sales to system suppliers and OEMs.

    The Company sold products to over eight system supplier and OEM customers in
2002 that acquired the Company's products under various types of agreements.
Depending on the terms of such agreements, the system supplier can typically
obtain hardware, software and access the Company's specific AGV system know-how.

    AGV system products and services sold to system suppliers, OEMs and Netzler
& Dahlgren as a group accounted for approximately 16%, 31% and 42% of the
Company's net revenues in the fiscal years ended November 30, 2002, 2001 and
2000 respectively. For the fiscal year ended November 30, 2002, such customers
accounted for approximately $680,000 in net revenues.

    The Company also sold in 2002 its AGV system products and services directly
to end users to incorporate such components and equipment into AGV systems
suitable for their particular needs. AGV system products and services sold
directly to end users accounted for approximately 84%, 69% and 58% of the
Company's net revenues in the fiscal years ended November 30, 2002, 2001 and
2000, respectively.

                                       5

<PAGE>

Marketing

    The Company's marketing strategy and goal is to promote the advantages of
its AGV control technology to the whole market, particularly the Lazerway(TM)
system. The technology consists of a family of products, both hardware and
software, capable of being incorporated into a broad variety of systems while
preserving the identity and independence of the system supplier. The Company's
sales and distribution efforts are directed toward end users as well as OEM
customers , and system suppliers. In its approach to certain prospective
customers, the Company will suggest a teamed technology arrangement. In such an
arrangement, the Company will work with its OEM customer to integrate the
Company's products and services with their equipment. The goal is to fashion a
material movement system that will satisfy the end user's particular needs. Such
technology once installed can be maintained by factory floor technicians. The
Netzler & Dahlgren technology has been used in more than 1000 AGV systems with
over 7,000 vehicles (composed of as few as one vehicle and as many as 50
vehicles).

    The Company's marketing program is led by its President, its Executive Vice
President, and marketing director, while the Sales Group is responsible for
developing relationships with system suppliers, OEMs, distributors and end
users. The Company attends the major trade shows held by the materials handling
industry and advertises in various industry publications.

    Although the Company actively markets all of its products and services, a
substantial part of its business is unsolicited. For example, a potential end
user of the Company's products might solicit requests for proposals from more
than one system supplier. A system supplier will incorporate the features of the
Company's products and services in the technical specifications of its bid, in
which case the pricing of its bid would reflect the cost of such products and
services. It is possible for several system suppliers or OEMs to incorporate
features of the Company's products and services into their bids, thus enhancing
the likelihood that such products and services will be included in the AGV
system finally selected by the end user. The bidding process takes, on average,
three months to one year for completion. The design, manufacture and
installation of AGV systems utilizing the Company's products and services
require an additional six to twelve months.

Backlog

    Backlog consists of all amounts contracted to be paid by customers but not
yet recognized as net revenues by the Company. At November 30, 2002, the Company
had a backlog of approximately $1,040,000 compared to $1,450,000 total backlog
one year earlier. Substantial fluctuations in backlog are considered normal due
to the size of AGV system contracts.

Patents and Proprietary Information

    Product developments sponsored and funded by the Company are the property of
the Company and may be patented by the Company. The Company owns and licenses
various patents and trademarks with varying expiration dates.

    Management believes that the Company's strong ability to modify and adapt
its products to changing applications is just as significant to the maintenance
of its competitive position as is the protection afforded by its patent and
trademark rights.

                                       6

<PAGE>

Research and Development

     The Company's research and development activities are designed to
complement existing products and services and not to innovate radically
different technologies. Management relies upon Netzler & Dahlgren to innovate
new technology to which the Company is entitled according to the terms of the
License Agreement.

     The Company spent $133,365 for research and development in fiscal 2002
compared to $80,562, and $53,086 in fiscal 2001 and 2000, respectively.

Inventory

    The Company purchases considerable amounts of hardware and software from
Netzler & Dahlgren. The lead time required for such purchases averages
approximately sixteen weeks. Other manufactured products inventoried by the
Company require similar lead times. Due to the long lead times required, a
general increase in the volume of business can require increases in inventory
levels.

Competition

    The material handling industry is highly competitive, and technologies are
being continuously developed or improved. The Company is a supplier of AGV
systems worldwide and a supplier in North America of AGV system control
technology, products and services designed to be incorporated into vehicles
manufactured by others. Management believes that the flexibility and
functionality of its controls and technology offer a competitive advantage
relative to the technology of system suppliers and OEMs that produce controls
and vehicles only for use in their own AGV systems. There can be no assurance
that this competitive advantage will continue.

     While the Company endeavors continually to improve and upgrade its product
and service offerings, there can be no assurance that other firms having greater
financial resources for research, development and marketing will not develop
products with characteristics superior to the Company's products or that render
the Company's products obsolete.

     In summary, the Company faces less competition from non-OEM companies
supplying AGV control technology than from OEMs who offer turnkey AGV systems
based on their own proprietary AGVS technology. The Company has yet to convert
such major OEMs from their own AGVS technology to the Company's technology,
thereby limiting the Company's access to the markets served by such OEMs.

     The terms of the new License Agreement with Netzler & Dahlgren do not
prohibit Netzler & Dahlgren's licensees from entering the North American market
or Netzler & Dahlgren signing up new licensees in North America to compete with
the Company and its sub-licensees or to supply completed AGVs to the Company's
sub-licensees. During the last three years the Company noted an increased
presence of such foreign licensees in the North American market compared to
prior years. Management presently believes this trend may continue and could be
a material threat to the Company's current and potential revenues.

Employees

    The Company presently employs 24 persons full-time. None of the Company's
employees is a party to a collective bargaining agreement. The Company considers
its employee relations to be good.

                                       7

<PAGE>

Item 2.  Properties

               None.


Item 3.  Legal Proceedings

               None.

Item 4.  Submission of Matters to a Vote of Security Holders

               None.

                                       8

<PAGE>


                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

    The Company's Common Stock previously traded on the National Association of
Securities Dealers, Inc. ("NASDAQ") National Market under the symbol "AGVS". The
Company's common stock began trading on the OTC Bulletin Board in November,
1995. As of November 30, 2003, 3,586,451 of the Company's 11,000,000 authorized
shares of Common Stock were issued and outstanding.

    Trading in the Company's securities commenced on March 28, 1990. The table
below indicates quarterly high and low bid and asked information for the years
ended November 30, 2002 and 2001, respectively, as provided to the Company by
the OTC Bulletin Board. The quotations reflect inter-dealer prices, without
dealer mark-up, mark-down, or commission, and may not represent actual
transactions.

    The approximate number of holders of record of common stock of the Company
as of January 31, 2003 was 160. The Company believes that there are
approximately 660 beneficial owners of the Company's common stock.


<TABLE>
<CAPTION>
                                                    Market Price per Share
                        -------------------------------------------------------------------------------
                                         2002                                    2001
                        -------------------------------------------------------------------------------
                               High                 Low                High                Low
Quarter Ended             Bid       Ask       Bid       Ask       Bid       Ask       Bid       Ask
----------------------- --------- --------- --------- --------- --------- --------- --------- ---------

<S>                       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
February 28               0.32      0.55      0.21      0.33      0.81      0.91      0.13      0.16
May 31                    0.30      0.52      0.20      0.24      0.47      0.63      0.15      0.20
August 31                 0.21      0.35      0.10      0.12      0.37      0.45      0.21      0.30
November 30               0.21      0.30      0.04      0.05      0.34      0.51      0.21      0.25
======================= ========= ========= ========= ========= ========= ========= ========= =========
</TABLE>

     The Company has never paid any cash dividends and has no present intention
     to declare or pay cash dividends. No dividends are planned at this time due
     to the Company's poor financial condition. The Company continues to explore
     its options to raising additional capital, entering into a business
     combinations or taking the Company private.

     Under the Edgar system the Company is still listed as NDC Automation, Inc.

                                       9

<PAGE>

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

    The information under the captions "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Registrant's Annual Report
to the security holders furnished to the Commission under Rule 14a-3(b) of the
Securities Exchange Act of 1934 (a copy of which is included in the exhibits
hereto) is incorporated herein by reference.

Item 7.  Financial Statements

    The Financial Statements in the Registrant's Annual Report to the security
holders furnished to the Commission under Rule 14a-3(b) of the Securities
Exchange Act of 1934 (a copy of which is included in the exhibits hereto) are
incorporated herein by reference.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosures

    None.

                                    PART III


Item 9.  Directors, Executive Officers, Promoters, and Control Persons;
        Compliance with Section 16(a) of the Exchange Act

    The information under the captions "Election of Directors", "Management" and
"Compliance with Section 16(a) of the Securities Exchange Act of 1934" in the
Registrant's definitive Proxy Statement are incorporated herein by reference.

Item 10.  Executive Compensation

    The information under the captions "Compensation of Directors" and
"Executive Compensation" in the Registrant's definitive Proxy Statement are
incorporated herein by reference.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

    The information set forth under the caption "Security Ownership of
Management and Others" in the Registrant's definitive proxy statement is
incorporated herein by reference.

Item 12.  Certain Relationships and Related Transactions

    The information set forth under the captions "Certain Transactions" in the
Registrant's definitive proxy statement is incorporated herein by reference.

                                       10

<PAGE>

                                     PART IV

Item 13.         Exhibits and Reports on Form 8-K

(a) Exhibits:

    Exhibit
    No.                              Description
    -------                          -----------


     3.1  (a)*                 Certificate of Incorporation of the Company
                               (incorporated by reference to Exhibit  3.1 to the
                               Company's Form 10-K for the fiscal year ended
                               November 30, 1990 (the 1990 Form 10-K)
          (b)*                 Certificate of Amendment dated May 27, 1993
                               (incorporated by reference to Exhibit 3.1 to the
                               Company from S-1 dated August 27, 1993)
          (c)                  Delaware Certificate of Amendment dated June 25,
                               2002 for Company's name change to Transbotics
                               Corporation
     3.2  *                    Bylaws of the Company (incorporated by reference
                               to Exhibit 3.2 to the Company's 1990 Form 10-K)
     4.1  *                    Form of Common Stock certificate (incorporated by
                               reference to Exhibit 4.1 to the Company's
                               Registration Statement (No. 33-32925) on Form
                               S-18 (the Form S-18))
    10.1  (a)*                 Profit Sharing Plan and Trust Agreement dated
                               April 1, 1983, as amended (incorporated by
                               reference to Exhibit 10.1 to the Company's 1990
                               Form 10-K)
          (b)*                 Nonstandardized Code 401(k) Profit Sharing Plan
                               (incorporated by reference to Exhibit 10.48 to
                               the Company's 1990 Form 10-K)
          (c)*                 Adoption Agreement #004 Nonstandard Code 401(k)
                               Profit Sharing Plan dated October 26, 1992
                               (incorporated by reference to Exhibit 10.1(b) to
                               the Company's Form 10-K for the fiscal year ended
                               November 30, 1992 (the 1992 Form 10-K))
10.2      (a)*                 License Agreement dated November 30, 2000 between
                               the Company and Netzler and Dahlgren Co. AB
                               (incorporated by reference to Exhibit 10.1 of the
                               December 20, 2000  form 8K)
          (b)*                 Security Agreement dated March 2, 2001 between
                               the Company and Netzler and Dahlgren Co. AB
                               (incorporated by reference to Exhibit 10.2(h) to
                               the Company's Form 10-K for the fiscal year ended
                               November 30, 2000 (the 2000 Form 10-K))
10.3      (a)*                 Technology License Agreement dated December 1,
                               1999 between the Company and Mentor AGVS
                               (incorporated by reference to Exhibit 10.4(c ) to
                               the Company's 1999 form 10-KSB)
10.4      *                    Service and Support Agreement dated December 14,
                               1999 between the Company and the Raymond
                               Corporation (incorporated by reference to Exhibit
                               10.7 to the Company's 1999 Form 10-K)
10.5                           * Employment Agreement dated March 1, 1999
                               between Claude Imbleau and the Company
                               (incorporated by reference to Exhibit 4 to the
                               Company's May 31, 1999 form 10QSB)
10.6       (a)*                Reimbursement Agreement between NDC Automation,
                               Inc. and Netzler & Dahlgren Co AB dated June 29,
                               1998 (incorporated by reference to Exhibit 2 to
                               the Company's May 31, 1998 Form 10QSB)
           (b)*                Deed of Trust between NDC Automation, Inc. and
                               Netzler & Dahlgren Co AB dated June 29, 1998
                               (incorporated by reference to Exhibit 3 to the
                               Company's May 31, 1998 Form 10QSB)
           (c )*               Promissory Note between NDC Automation, Inc. and
                               Netzler & Dahlgren Co AB dated June 30, 1998
                               (incorporated by reference to Exhibit 4 to the
                               Company's May 31, 1998 Form 10QSB)

                                       11

<PAGE>


Item 13.         Exhibits and Reports on Form 8-K

    Exhibit
    No.                              Description
    ------                           -----------

10.6       (d)*                Promissory Note between NDC Automation, Inc. and
                               Netzler & Dahlgren Co AB dated June 30, 2000
                               (incorporated by reference to Exhibit 1 to the
                               Company's August 31, 2000 Form 10QSB)
10.7       *                   Certificate of Assumed Name as Transbotics
                               Corporation (incorporated by reference to exhibit
                               10.15 to the Company's November 30, 2001 10KSB)
11.1                           Computation of Earnings Per Share for November
                               30, 2002
13.                            Company's 2002 Annual Report
23.3                           Consent of McGladrey & Pullen, LLP to the
                               incorporation by reference in this Form 10-KSB
99.1*                          United States Letters Patent for Optical
                               Navigation System for an Automatic Guided
                               Vehicle, and Method (Patent No. 4,626,132; Date
                               of Patent 08/15/89) (incorporated by reference to
                               Exhibit 28.1 to the Form S-18)
99.2*                          United States Patent for Method and Apparatus for
                               Providing Destination and Vehicle Function
                               Information to an Automatic Guided Vehicle
                               (Patent No. 4,780,817; Date of Patent 10/25/88)
                               (incorporated by reference to Exhibit 28.2 to the
                               Form S-18)
99.3*                          United States Patent and Trademark Office Notice
                               of Recordation of Assignment Document for
                               Automatic Guided Vehicle Traffic Control System
                               and Method (Document Date 02/19/88) (incorporated
                               by reference to Exhibit 28.3 to the Form S-18)
99.4*                          Canadian Letters Patent for Apparatus and Method
                               for Optical Guidance System for Automatic Guided
                               Vehicle (Patent No. 1,236,132; Date of Patent
                               05/17/88) (incorporated by reference to Exhibit
                               28.4 to the Form S-18)
99.5*                          United States Letters Patent for Automatically
                               Guided Vehicle Having Steering Mechanism for
                               Enabling Vehicle to Follow Guidance Wire (Patent
                               No. 4,729,449; Date of Patent 03/08/88)
                               (incorporated by reference to Exhibit 28.5 to the
                               Form S-18).
99.6*                          United States Letters Patent for Apparatus and
                               Method for Optical Guidance System for Automatic
                               Guided Vehicle (Patent No. 4,626,995; Date of
                               Patent 12/02/86) (incorporated by reference to
                               Exhibit 28.6 to the Form S-18)
99.8  *                        Canadian Certificate of Registration Trademark
                               MAGIC POINT (No. 331696; Date of Registration
                               09/04/87) (incorporated by reference to Exhibit
                               28.9 to the Form S-18)
99.9*                          United States Certificate of Registration of
                               Trademark MAGIC POINT (No. 1,417,335; Date of
                               Registration 11/18/86) (incorporated by reference
                               to Exhibit 28.10 to the Form S-18)
99.10*                         United States Certificate of Registration of
                               Trademark ESCORT (No. 1,468,835; Date of
                               Registration 12/15/87) (incorporated by reference
                               to Exhibit 28.11 to the Form S-18)

o        Certain of the exhibits to this Report, indicated by an asterisk, are
         hereby incorporated by reference to other documents on file with the
         Commission, with which they are filed in fact, to be a part hereof as
         of their respective dates.

(b)      Reports on Form 8-K None

                                       12

<PAGE>


Item 14. Controls and Procedures


CONTROLS AND PROCEDURES


     In connection with the preparation of this report, the Company's President
and Chief Executive Officer has evaluated the effectiveness of the Company's
disclosure controls and procedures as of a date within 90 days of the filing of
this report and has concluded that the Company's disclosure controls and
procedures are suitable and effective for the Company, taking into consideration
the size and nature of the Company's business and operations.

                                       13

<PAGE>


                                   SIGNATURES


In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                           TRANSBOTICS CORPORATION
                                           Registrant


                                           By : /s/ Claude Imbleau
                                               ----------------------------
                                                    Claude Imbleau
                                                    President, CEO
                                                    Chief Financial Officer


Date: February 26, 2003



In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and date
indicated.


                          By:  /s/ D. Bruce Wise
                              ---------------------------------------
                                   D. Bruce Wise
                                   Chairman of the Board of Directors

                          By : /s/ Claude Imbleau
                              ---------------------------------------
                                   Claude Imbleau
                                   President, CEO
                                   Director (Principal Executive officer and
                                             Principal Financial Officer)

                          By: /s/ Richard D. Schofield
                              ---------------------------------------
                                  Richard D. Schofield
                                  Director

                          By: /s/ Raymond O. Gibson
                              ---------------------------------------
                                   Raymond O. Gibson
                                   Director

Date: February 26, 2003

                                       14

<PAGE>

                                 CERTIFICATIONS


I, Claude Imbleau, certify that:


1.       I have reviewed this annual report on Form 10-KSB of Transbotics;

2.       Based on my knowledge, this annual report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made. In light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report. ;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

          a)   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               annual report is being prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

          c)   presented in this annual report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent functions);

          a)   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


Date      2/26/03
    -----------------

     /s/ Claude Imbleau
    -------------------
          (Signature)
 President and CEO (principal executive officer and principal financial officer)