ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES
This
Current Report on Form 8-K is being amended to reflect that the Board of Directors approved the cancellation of the share certificate
previously issued to Berardino Paolucci evidencing 22,720,000 shares of restricted common stock, which shares were issued based
to Mr. Paolucci in accordance with conversion terms of those certain convertible notes. The 22,720,000 shares were subsequently
reduced to 75,733 shares of common stock based upon the reverse stock split of one for three hundred (1:300) (the “Reverse
Stock Split”). Thus 75,733 shares are being returned to treasury.
On
January 21, 2015, the Board of Directors of Novus Robotics, Inc., a corporation organized under the laws of the State of Nevada
(the “Company”) authorized the issuance of an aggregate 22,720,000 shares of restricted common stock to Berardino
Paolucci, its President/Chief Executive Officer (“Paoulcci”). The Company had previously issued that certain convertible
promissory note dated December 15, 2006 in the principal amount of $60,000.00 (the “Treanor Convertible Note”), to
Stephen Treanor (“Treanor”), which a portion of the principal and accrued interest in the amount of $36,000 was subsequently
settled pursuant to the terms and provisions of that certain settlement agreement dated December 15, 2009 between the Company
and Treanor (the “Treanor Settlement Agreement”). The Company had also previously issued that certain convertible
promissory note dated April 15, 2008 in the principal amount of $40,000.00 (the “Boyle Convertible Note”), to Donna
Boyle (“Boyle”), which all the principal and accrued interest in the amount of $41,600.00 was subsequently settled
pursuant to the terms and provisions of that certain settlement agreement dated December 15, 2009 between the Company and Boyle
(the “Boyle Settlement Agreement”). And, lastly, the Company had previously issued that certain convertible promissory
note dated December 15, 2006 in the principal amount of $60,000.00 (the “Russell Convertible Note”), to Raymond Russell
(“Russell”), which a portion of the principal and accrued interest in the amount of $36,000 was subsequently settled
pursuant to the terms and provisions of that certain settlement agreement dated December 15, 2009 between the Company and Russell
(the “Russell Settlement Agreement”).
In
accordance with the terms and provisions of that certain share exchange agreement dated January 27, 2012 (the “Share Exchange
Agreement”) between the Company and D Mecatronics Inc., a private corporation (“D Mecatronics”) and the shareholders
of D Mecatronics (the “D Mecatronics Shareholders”), the Company acquired all of the total issued and outstanding
shares of D Mecatronics in exchange for the issuance of shares of its common stock to the D Mecatronic Shareholders and the assignment
the Treanor Convertible Note, the Boyle Convertible Note and the Russell Convertible Note. Treanor thus subsequently entered into
that certain assignment of settlement agreement dated January 2, 2013 (the “Treanor Assignment of Settlement Agreement”),
with Paolucci pursuant to which Treanor assigned to Paolucci all of his right, title and interest in and to the Treanor Settlement
Agreement and the issuance of shares. Russell also subsequently entered into that certain assignment of settlement agreement dated
January 2, 2013 (the “Russell Assignment of Settlement Agreement”), with Paolucci pursuant to which Russell assigned
to Paolucci all of his right, title and interest in and to the Russell Settlement Agreement and the issuance of shares. Lastly,
Boyle also subsequently entered into that certain assignment of settlement agreement dated January 2, 2013 (the “Boyle Assignment
of Settlement Agreement”), with Paolucci pursuant to which Boyle assigned to Paolucci all of her right, title and interest
in and to the Boyle Settlement Agreement and the issuance of shares.
The
Company acknoweldged the Treanor Convertible Note, the Russell Convertible Note and the Boyle Convertible Note (which have all
been evidenced on the Company’s audited financial statements) and the payment by the Company to Paolucci during December
2014 of an aggregate $86,939.69 regarding the remaining debt due and owing (the “Repayment of Debt”). The Board of
Directors has been advised by the Company’s current auditors that at the time of financial accounting and treatment of consummation
of the Share Exchange Agreement, there were inaccuracies regarding the amounts recorded due and owing under the Russell Convertible
Note, the Treanor Convertible Note and the Boyle Convertible Note and hence the amounts that the Company was still contractually
obligated on the respective notes were also incorrect.
Therefore,
Mr. Paolucci shall return to the transfer agent his share certificate evidencing the issuance of the 22,720,000 shares of restricted
common stock and, as reduced to 75,733 shares of common stock per the reverse stock split, return the 75,733 shares to treasury.
Beneficial
Ownership Table
The
following tables set forth information as of April 11, 2016 regarding the beneficial ownership of our common stock: (a) each stockholder
who is known by us to own beneficially in excess of 5% of our outstanding common stock; (b) each director known to hold common
or preferred stock; (c) our chief executive officer; and (d) the executive officers and directors as a group. Except as otherwise
indicated, all persons listed below have (i) sole voting power and investment power with respect to their shares of stock, except
to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect
to their shares of stock. The percentage of beneficial ownership of common stock is based upon 50,295,500 shares of common stock
and 1,000,000 shares of Series B preferred stock issued and outstanding as of April 11, 2016.
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NUMBER OF SHARES
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PERCENT OF SHARES
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NAME AND ADDRESS OF
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TITLE
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BENEFICIALLY
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BENEFICIALLY
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BENEFICIAL OWNER
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OF CLASS
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OWNED
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OWNED
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Berardino Paolucci
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Common
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24,596,808
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(1)
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48.90
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%
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7669 Kimbal Street
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Preferred
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500,000
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50
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%
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Mississauga, Ontario
Canada L5S 1A7
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Drasko Karanovic
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Common
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24,547,200
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(2)
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48.73
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%
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7669 Kimbal Street
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Preferred
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500,000
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50
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%
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Mississauga, Ontario
Canada L5S 1A7
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Beth Carey
7669 Kimbal Street
Mississauga, Ontario
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Common
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-0-
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0
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%
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Canada L5S 1A7
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Preferred
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-0-
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0
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%
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All executive officers and
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Common
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49,144,008
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97.71
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%
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directors as a group (3 person)
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Preferred
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1,000,000
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100
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%
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(1)
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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. Figure takes into consideration the Reverse Stock Split of 300 to 1.
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