Form 10-K Novus Robotics Inc. For: Dec 31

In
this report, unless the context requires otherwise, references to the “Company”, “Novus Robotics”, “we”,
“us” and “our” are to Novus Robotics Inc.

CORPORATE
HISTORY

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, the then President/Chief Executive Officer/Secretary/Chief Financial Officer and sole director (“Wallace”),
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. 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 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 chang. The name change was effective with OTC Markets Group on April 10, 2012.

The
trading symbol of the Company is “NRBT”. Our CUSIP is 670011H207.

Share
Exchange Agreement

Ecoland
International, Inc., now known as Novus Robotics Inc., D&R Technology Inc., a private corporation (“D&R Technology”)
and, Berardino Paolucci and Drakso Karanovic, the shareholders of D&R Technology Inc. (the “D&R Shareholders”)
entered into that certain share exchange agreement dated January 27, 2012 (the “Share Exchange Agreement”). Our Board
of Directors approved the execution and consummation of the transaction under the Share Exchange Agreement on February 1, 2012.
In accordance with the terms and provisions of the Share Exchange Agreement, we issued an aggregate of 59,000,000 pre-Reverse
Stock Split shares of our restricted common stock to the D&R Shareholders (which consisted of Messrs. Paolucci and Karanovic
and D Mecatronics, which is holding the shares for the benefit of the remaining shareholders of D&R Technology) in exchange
for 100% of the total issued and outstanding shares of D&R Technology, thus making D&R Technology its wholly-owned subsidiary.
Our Board of Directors deemed it in the best interests of our shareholders to enter into the Share Exchange Agreement pursuant
to which it would acquire all the technology and assets and assume all liabilities of D&R Technology. This resulted in a change
in control and our overall business operations thus bringing potential value to our shareholders. D&R Technology was previously
the wholly-owned subsidiary of D Mecatronics Inc., a Delaware corporation. On approximately November 10, 2011, D Mecatronics spun-off
D&R Technology. D&R Technology subsequently issued shares of its restricted common stock to the shareholders of D Mecatronics
on a pro-rata basis in accordance with their respective equity holdings in D Mecatronics. The equity percentages regarding the
issuance of shares by D&R Technology were 48% to Berardino Paolucci, 24% to Drasko Karanovic and 28% to various shareholders
(which shares were previously held by D Mecatronics on behalf of these shareholders).

CURRENT
BUSINESS OPERATIONS

We
are involved in engineering, design and manufacture of robotics and automation technology solutions for tube bending machines,
which management believes will enable us to become a recognized technology pioneer and market leader in the area of engineering.
Through our wholly-owned subsidiary, D&R Technology, we provide state of the art automation technologies through our automated
tube bending machines which we design, engineer and build for the automotive industry to solve its customers’ complex automation
needs, increase efficiencies and improve manufacturing processes. Serving as a comprehensive engineering partner, we work with
other leading robotic manufacturers to provide the best automation technologies. We provide automation solutions to a wide spectrum
of customers and industries ranging from large Fortune 500 companies to small privately-held businesses. Our automated solutions
can be found in manufacturing, assembly and processing lines throughout the United States, Canada, Mexico and South America. D&R
Technology, has served the automotive industry for more than seven years and is currently applying its service solutions to other
markets, such as medical robotics, personal robotic devices and water treatment industry. Management believes that increasing
use of robotics in sectors such as food handling and processing, clean technology and energy, as well as pharmaceutical and general
consumer goods production, will lead to increased demand for our products as manufacturers look to improve the speed, quality
and reliability of production through automation. As of the date of this Annual Report, we  
have not generated any revenue from the medical
robotics, personal robotic devices, water treatment industry, food handling and processing, clean technology and energy or pharmaceutical
and general consumer goods production.

We
are also involved in engineering, design and the manufacturing of automated solutions through its automated tube bending machines
for the automotive industry and we intend to become one of the leading providers of automated manufacturing solutions, which are
used primarily by three of the top ten Tier I automotive part suppliers in the world. We also make precision components and tooling
using our own custom-built manufacturing systems, process knowledge and automation technology. We purchase from third parties
components for the electrical cabinet, which creates the automation and controls section of the machinery. The electrical cabinet
consists of fuses, holders, relays, cables, wiring, controls and sensors, which we purchase from our suppliers, i.e. Gerrie Electric,
Beckhoff, Allen Bradley and others. We integrate these purchased parts from our suppliers into our electrical and controls design
to make the automated tube bending machines operational. We provide all the programming of the electrical cabinet as well. The
computer programming is based upon the specific needs.

To date, our primary activities
include designing and installation of retrofits to existing automated systems, automated spare parts for our tube bending machines,
automated maintenance and repairs. We are currently offering products such as Seat Frame Systems, IP Tube systems and Integrated
Bend-Weld Systems for the automotive industry. Our primary focus will be on product engineering and manufacturing processes to
ensure the highest quality, product features and efficient manufacturing processing.

We
are also a full service provider of turn-key production solutions, specializing in tubular components for our tube bending machines.
Our experience is firmly rooted in fabrication solutions for automated components, such as seat frames and instrument panel beams.
Our expertise is in the areas of automation and machinery for computer numerical control (CNC) bending, forming, piercing and
laser cutting, which is applicable to a wide range of production solutions. We produce spare parts for the manufacturing equipment
we design. We do not produce spare parts for automobiles.

Industry

The
automotive parts industry is divided into three tiers of original equipment manufacturers (“OEMs”), which supply automotive
manufacturers with parts for new vehicles, and the aftermarket parts suppliers, which manufacture parts for used vehicles.

The
automobile industry is one of the largest sectors of the global economy. The global automotive manufacturing industry operates
in an increasingly aggressive marketplace whose performance is tied directly to performance of the large and growing retail automobile
industry. Management believes that the top six companies in the global manufacturing industry are General Motors (GM), Toyota,
Ford, Daimler/Chrysler, Volkswagen and Honda and, of those, our subsidiary, D&R Technology, has produced machines supplying
parts and components for five of the top six manufacturers. The systems that we build for our customers are for Tier 1 OEM suppliers.
An OEM supplier is an “original equipment manufacturer or, in other words, a company that manufactures products or components
that are purchased by a company and retailed under that purchasing company’s brand name. OEM refers to the company that
originally manufactured the product. When referring to automotive parts, OEM designates a replacement part made by the manufacturer
of the original part. In this usage, OEM means “original equipment from manufacturer” The Tier I OEM suppliers deal
directly with the automakers – General Motors, Ford, Nissan, Honda, Toyota, Hyundai etc. We supply the systems to the Tier 1 OEM
suppliers that produce the seats, front dashboards and other products for the big automakers.

The
automotive industry marketplace is the nation’s largest manufacturing industry. It is a marketplace with an estimated value
in the hundreds of billions of dollars. The U.S. automotive manufacturing industry is directly tied to the U.S. automotive industry,
which is considered one of the largest automotive retail marketplaces in the world.

There
have been several significant industry trends shaping the future. Theses trends include the industry wide focus on solutions aimed
at reducing vehicle fuel consumption, accelerating demand for hybrid and fully-electrical vehicles and demand for safety features
and products. This will be a world wide focus for all companies.

Technology
Purchase Agreement

On
February 25, 2016, our Board of Directors authorized the execution of that certain technology purchase agreement dated February
25, 2016 (the “Technology Purchase Agreement”) among the Company and Berardino Paolucci, our President/CEO and a member
of the Board of Directors, and Drasko Karanovic, a member of the Board of Directors (collectively, the “Sellers”).
The Sellers had previously researched, created and developed medical robotics technology, which deals with the design, construction
and operation of robots in automation for medical and surgical purposes (“Medical Robotic Technology”).

In
accordance with the terms and provisions of the Technology Purchase Agreement, we acquired all of the Sellers’ right, title
and interest in and to certain assets as follows (the “Assets”):

(a)
All plans, specifications, drawings, concepts, designs, prototypes, techniques, tools, diagrams, outlines, descriptions, information,
data, engineering studies and reports, test results, models, manufacturing processes and flowcharts;

(b)
All raw materials, supplies, work in progress, finished product and lists of suppliers;

(c)
All software programs and software code relating thereto, if any and all copies and tangible embodiments of the software programs
and software code (in source and object code form), together with all documentation related to such programs and code;

(d)
All intellectual property rights including, but not limited to, future patent applications, patents, trademarks, trade names,
copyrights, exercisable or available in any jurisdiction of the world, and the exclusive right for Purchaser to hold itself out
to be the successor to the Medical Robotic Technology business of Sellers;

(e)
All licenses to the Assets and properties of third parties (including licenses with respect to intellectual property rights owned
by third parties);

(f)
Claims, causes of actions, royalty rights, deposits, and rights and claims to refunds (including tax refunds) and adjustments
of any kind (including rights to set-off and recoupment), and insurance proceeds;

(g)
All Internet domain names and registrations that are held or owned by Sellers which relate or refer to the business or Assets;

(h)
All franchises, permits, licenses, agreements, waivers, and authorizations from, issued, or granted by any governmental authority;
and

(i)
Copies of marketing and sales information, including potential pricing and customer lists.

In
further accordance with the terms and provisions of the Technology Purchase Agreement, we issued to each of Messrs. Paolucci and
Karanovic 500,000 shares of our Series B Preferred Stock and 24,500,000 shares of restricted common stock. See “Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”.

The
Sellers each represented and confirmed that Berardino Paolucci is the Chief Executive Officer/President and a member of the Board
of Directors and Drasko Karanovic is a member of the Board of Directors of the Company, that both Berardino Paolucci and Drasko
Karanovic acknowledged and confirmed their fiduciary duties as such, and that Berardino Paolucci and Drasko Karanovic and we have
negotiated in good faith with the best interests of our shareholders in consideration of the transaction.

Products

We
provide special purpose machinery products and services to Automotive Tier I businesses and their suppliers. Our services include
design and installation of retrofits to existing systems, spare parts, maintenance, repairs and production support. We build seat
frame systems and tube processing lines. Each system consists of self contained tooling modules linked by a series of automated
transfer or robots. Several modules will be integrated into a processing system by adding single or multi-axis transfer units.
This approach allows uniformity of design, which provides ease of expansion, simplicity of operation, and excellent throughput
rates.

At
conception of each project, we review component designs and provide suggestions to our customers to reduce manufacturing costs.
We work with customers to ensure that proposed systems strike the right balance of throughput, flexibility, automation and tooling/capital
budgets. Throughout the project, our team managers work to keep the customer’s team informed with progress updates, highlighting
decision points and tracking component design changes. Our designs and technologist work to ensure that our production solutions
are robust, reliable and maintainable. We collaborate with our technology partners to ensure that every aspect is leading edge
and proven reliable. Ultimately, we work with our customers to ensure that our production solutions provide value to every level
of their organization.

The
value propositions regarding our machinery products and services are: (i) delivery – providing on-time delivery thereby
reducing customer inventory and providing them with overall cost reduction; (ii) quality – products and services that we
deliver are of high quality and have attributes that enable customers to carry out their business functions; and (iii) price –
products are competitively priced thus helping customers control their own overhead and expenses. We work with our customers on
a one-to-one basis to the best of its ability to keep our prices competitive and within the customers’ budgets. When our
customers desire to bid on jobs, they contact us and provide us with certain prerequisites. We then discuss their respective needs
and start to compile all relevant information into a request for quote file. We then review all compiled information and submit
to the customer its quotation regarding pricing. We have a very broad and diverse field that we have developed from which to obtain
certain pricing. We would not receive purchase orders to provide our services to our respective customers if our prices were not
competitive in the marketplace. Therefore, we believe we offer very competitive pricing based upon prior successful demand and
awards for our products and services.

Our
primary focus will be placed on product engineering and manufacturing processes to ensure the highest quality, high level of product
features, and the most efficient manufacturing process possible. We will focus our market offerings on two major customer groups:
(i) automobile seating manufacturers; and (ii) manufacturers of tubing products. Our products are listed below:

Seat
Frame System is comprised of the following of which all components thereof are designed and manufactured by the Corporation:

The
automated tube bending machines that we build require spare parts that will replace the used and worn out components on various
parts of the machines. We design and manufacture the machinery and replace them as required. We will provide all maintenance and
repair to the machines as the wear and tear of running them over long periods of time becomes evident.

Services
and Support

Our
customer centric focus enables its customers to preserve and increase the value of existing processing equipment. We provide the
following programs and services:

Maintenance
and Repairs Programs: warranty support, after sales and emergency services, preventative maintenance programs, and spare parts
and consumables solutions.

Value
Added Services: system upgrades and rebuilds, control system upgrades, tooling retrofits, pre-production and prototyping requirements,
training, equipment relocation and redeployment, systems audit, manufacturing consulting and project management services.

Marketing

Our
target customers are: (i) automotive seating manufacturers, who are customers requiring customized machine tools to better serve
their clients; and (ii) manufacturers of tubing products, who are customers requiring a value adding process layout. We will continue
to focus our market offerings to automobile seating manufacturers and manufacturers of tubing products. Presently, we do not have
contractual agreements with customers of automotive seating manufacturers or manufacturers of tubing products. Rather, we utilizes
purchase orders with those customers  .
Our market research reflects that these customer segments are the most demanding in terms of the engineering, technical service
support, and automated machinery design. We are particularly strong in these areas and will utilize our capacities to serve these
clients. We will seek customers who require production of components used in upper-end product lines. This will provide a further
possibility for us to offer our value-added engineering robotics services.

In
previous years, including fiscal year 2017,
we have had significant economic and commercial reliance and dependence on Adient/Johnson Controls Inc. (“JCI”). Adient/JCI
was one our major customers after the recession of 2009 through 2010 during which some of our previous customers filed for bankruptcy
or acquired by larger companies. Previously, management determined that we were not economically dependent upon Adient/ JCI. During
fiscal years ended December 31, 2018 and 2017, D&R Technology received purchase orders from Adient/JCI in the amount of $390,848
and $2,469,471, respectively. During fiscal year 2018, approximately 22% of our sales and .02% of   our
receivables were attributable to Adient/JCI. And, during fiscal year 2017, approximately 41.78% sales and 85% of our receivables
were attributable to Adient/JCI. Therefore, as of the date of this Annual Report, management has determined that while we may
not be economically dependent upon Adient/ JCI, during fiscal year 2018, sales to and receivables owing from JCI constituted a
smaller portion of our revenue. See “Item 1A. Risk Factors – Risks Related to Business”.

We
do not have an exclusive agreement with Adient/JCI and rely upon bids and subsequent purchase orders. Our business relationship
with Adient/JCI is well established having commenced in 2004 with Bernardino Paolucci, our President/Chief Executive Officer,
and Drasko Karanovic, a member of the Board of Directors. Both individuals established a strong relationship with JCI during their
tenure at Dieco Technology based upon their respective extensive knowledge of JCI’s machines and the manufacturing and servicing
section of JCI.

We
also produced a 420A system to produce new seat frames. The system is built for Toyota Boshoku Emire, Ontario, to produce the
seat frame to be used in their plants for the Rav 4 production. During fiscal year 2018, D&R Technology received from Toyota
Boshoku purchase orders for $1,223,136. And during fiscal year 2017, D&R Technology received from Toyota Boshoku purchase
orders for $1,098,018. During fiscal year 2016, we received orders for $20,672. for spare parts. During fiscal year 2018, purchase
orders from Toyota Boshoku increased because Toyota Boshoku required two new systems from us.

The
material terms regarding the purchase orders are as follows: (i) progress payment terms consisting of 30% at award of purchase
order, 30% at approximate eighty percent completion, 30% at acceptance, and 10% net thirty days’ (ii) completion time for
designing and building system is generally 23 to 26 weeks; (iii) if spare parts required to construct system, delivery is 3 to
10 weeks from receipt of purchase order and terms for spare parts are net 45 days; and (iv) orders cancellable but in the event
engineering and purchase orders for items with a long delivery time are placed with our suppliers, the customer is liable for
any time, material and costs incurred. Although this is our general policy regarding purchase orders, exceptions may be made under
certain circumstances that fall outside the terms of these payment thresholds.

Our
market strategy is to capitalize on our expertise by manufacturing high quality, durable machinery with a significant number of
product features and options, which are extremely precise in control of motions. We will focus on a segment of the market and
attempt to achieve the best reputation within that segment. Our goal in 2019 is to secure more engineering and manufacturing positions.
Our goal in the next five years is to continue with our “value added” scheme that will assist us in achieving a strong
position within the marketplace.

Suppliers

The
majority of raw materials required by us are readily available from a variety of suppliers. For certain specialty items related
to controls, we have two principal suppliers: (i) Allen Bradly Controls; and (ii) Baldor Controls.

The
products we require for the assembly of our systems come from electrical companies, hydraulic and pneumatic suppliers and control
system from automation companies. We do not have exclusive contracts with these companies as we send Requests for Quotations on
pricing and delivery time in order to maximize savings in the production process. Examples include: motors from Rockwell Ind.,
electrical components from Gerrie Electric/Province Electrical hydraulics power unit from Hydrafab. We machine remaining parts
as required.

Employees

We
employ sixteen (16) full time employees. This may fluctuate depending on our workload. We may also use temporary employees that
have previously worked for us, as required depending on the workload. Drasko Karanovic, is a full-time employee.
He is primarily responsible for all of our day-to-day operations. Other services may be provided by outsourcing and consultant
Berardino Paolucci and special purpose contracts. We have also engaged the service of the wife of Mr. Drasko as
part-time employee, on a limited basis.

RESEARCH
AND DEVELOPMENT ACTIVITIES

We
have incurred approximately $0 during the past two fiscal years   on
research and development for products. None of these research or development costs are borne by the customer. The costs are in
our Cost of Sales and Engineering Labour accounts.

INTELLECTUAL
PROPERTY

We
currently use the Rockwell Automation system in our machines. We purchase on a yearly basis the automation portion of the system
directly from Rockwell Automation, which is known as a “tool kit”. The tool kit enables us to receive updates, upgrades,
technical assistance with the portion of the automation system that we use. We must use the supplier that the customer designates
in their specifications when the customer orders the tube bending system from us. Each customer has their own preference regarding
the supplier for this part of the machine. We do not have an exclusive requirements contract with Rockwell Automation. There are
a substantial number of other companies in the marketplace that offer the automated portion of the control system.

As
of the date of this Annual Report, we have not filed patents on any of our systems. We do not release any drawings of our machines.
The drawings are the property of D&R Technology. We may consider filing patent applications with respect to our system technologies
and any novel aspects of our technology to protect our intellectual property. Future patents, if issued, may be challenged, invalidated
or circumvented. Thus, any patent that we may own may not provide adequate protection against competitors. Any patent applications
that we may file in the future may not result in issued patents. Also, patents may not provide us with adequate proprietary protection
or advantages against competitors with similar or competing technologies. As a result of potential conflicts with the proprietary
rights of others, we may in the future have to prove that we are not infringing the patent rights of others or we may be required
to obtain a license to the patent.

We
may consider filing a copyright application for the drawings of our machines. We will rely on trade secrets and unpatentable know-how
that we seek to protect, in part, by confidentiality agreements. However, it is possible that parties may breach those agreements,
and we may not have adequate remedies for any breach. It is also possible that its trade secrets or unpatentable know-how will
otherwise become known or be independently developed by competitors. There can be no assurance that third parties will not assert
infringement or other claims against us with respect to any existing or future systems or products. Litigation to protect our
proprietary information or to determine the validity of any third-party claims could result in significant expense to us and divert
the efforts of our technical and management personnel, whether or not we are successful in such litigation.

COMPETITION

The
market for special purpose automotive machinery products and services is highly competitive. Competition is based on the quality
and range of such products, market availability, pricing, promotion and customer service as well as the nature of the distribution
channels. We believe we have several highly significant competitive advantages such as: (i) engineering and technical support
service; (ii) automated seat frame systems and IP beam process lines design and build expertise; (iii) vendors service and support;
and (iv) current relationships with several major automotive companies. In the special purpose automotive machinery produces and
services business, our additional competitive factors include the demonstrated effectiveness of the products being offered, as
well as available funding sources. We face competition from other technology-based companies providing the same products and services.
Competition may increase to the extent that other entities enter the market and to the extent that current competitors or new
competitors develop and introduce new products that compete directly with the products distributed by us or develop or expand
competitive sales channels. We believe that our marketing position is unique to certain of the markets in which we compete.

You
should carefully consider the risks, uncertainties and other factors described below because they could materially and adversely
affect our business, financial condition, operating results and prospects and could negatively affect the market price of our
common stock. Also, you should be aware that the risks and uncertainties described below are not the only ones facing us. Additional
risks and uncertainties that we do not yet know of, or that we currently believe are immaterial, may also impair our business
operations and financial results. Our business, financial condition or results of operations could be harmed by any of these risks.
The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

In
assessing these risks you should also refer to the other information contained in or incorporated by reference to this Annual
Report including our financial statements and the related notes.

RISKS
RELATED TO BUSINESS

Our
operating results are difficult to predict and fluctuations in them may cause volatility in the price of our shares.

Given
the nature of the markets in which we compete, our revenues and profitability are difficult to predict for many reasons, including
the following:

Engineering
and production capacities that do not match demand for our products could result in lost sales or in a reduction in its gross
margins. Our industry is characterized by rapid technological change, frequent new product introductions, short-term customer
commitments and rapid changes in demand. We determine capacities based on our forecasts of demand for our products. Actual demand
for our products depends on many factors, which make it difficult to forecast. We have experienced differences between our actual
and our forecasted demand in the past and expect differences to arise in the future. The following problems could occur as a result
of these differences:

If
we do not timely introduce successful products, our business and operating results could suffer.

The
market for our products is characterized by rapidly changing technology, evolving industry standards, short product life cycles
and frequent new product introductions. As a result, we must continually introduce new products and technologies and enhance existing
products in order to remain competitive. The success of our new products depends on several factors, including our ability to:
(i) anticipate technology and market trends; (ii) timely develop innovative new products and enhancements; (iii) distinguish our
products from those of our competitors; (iv) manufacture and deliver high-quality products; and (v) price our products competitively.

Our
failure to manage growth could harm us.

We
will rapidly and significantly expand the number and types of products we sell and we will endeavor to further expand our product
portfolio. This expansion places a significant strain on our management, operations and engineering resources. Specifically, the
areas that are strained most by our growth include the following:

To
manage the growth of our operations, we will need to continue to improve our transaction processing, operational and financial
systems, and procedures and controls to effectively manage the increased complexity. If we are unable to scale and improve them,
the consequences could include delays in shipment of product, degradation in levels of customer support, lost sales and increased
inventory. These difficulties could harm or limit our ability to expand.

If
we do not compete effectively, demand for our products could decline and our business and operating results could be adversely
affected.

Our
industry is intensely competitive. It is characterized by a trend of declining average selling prices in the market, and continual
performance enhancements and new features, as well as rapid adoption of technological and product advancements by competitors
in its market. Also, aggressive industry pricing practices and downward pressure on margins have resulted in increased price competition
from both our primary competitors as well as from less established ones. If we do not continue to distinguish our products through
distinctive, technologically advanced features, design and services, as well as continue to build and strengthen our brand recognition,
our business could be harmed. If we do not otherwise compete effectively, demand for our products will decline, our gross margins
could decrease, we would lose market share, and our revenues could decline.

We
previously had significant economic and commercial reliance and dependence on Adient/Johnson Controls Inc. (“JCI”)
as a major customer and while, as of the date of this Annual Report, management has determined that we may not be economically
dependent on Adient/JCI, during fiscal year 2018 sales to and receivables owing from Adient/ JCI constituted a substantial portion
of our revenue

In previous years, including
fiscal year 2018, we have had significant economic and commercial reliance and dependence on Adient/ Johnson Controls Inc. (“JCI”).
JCI was one our major customers after the recession of 2009 through 2010 during which some of our previous customers filed for
bankruptcy or acquired by larger companies. Previously, management determined that we were not economically dependent upon Adient/JCI.
During fiscal years ended December 31, 2018 and 2017, D&R Technology received purchase orders from JCI in the amount of $390,848.
and $2,469,471, respectively. During fiscal year 2018, approximately 22% of our sales and .02% of our receivables were
attributable to Adient/JCI. And, during fiscal year 2017, approximately 41.78% sales and 85% of our receivables were attributable
to Adient/ JCI. Therefore, as of the date of this Annual Report, management has determined that while we may not be economically
dependent upon Adient/JCI, during fiscal year 2018, sales to and receivables owing from Adient/JCI constituted a smaller portion
of our revenue. Although we recognized substantial revenue realized from sales to JCI during 2017, management remains of the belief
that the decline in orders received from Adient/JCI in previous years did not adversely affect our revenues and operating results
and, therefore, did not believe we were subject to significant financial risk in the event of the financial distress of Adient/JCI.
This could change, however, during subsequent fiscal years.  

We
depend on OEMs (original equipment manufacturers) and contract manufacturers who may not have adequate capacity to fulfill our
needs or may not meet our quality and delivery objectives.

Original
component manufacturers and contractors produce key portions of our product lines. Our reliance on them involves significant risks,
including reduced control over quality and logistics management, the potential lack of adequate capacity and discontinuance of
the contractors’ assembly processes. Financial instability of our manufacturers or contractors could result in us having
to find new suppliers, which could increase our costs and delay our product deliveries. These manufacturers and contractors may
also choose to discontinue building our products for a variety of reasons. Consequently, we may experience delays in the timeliness,
quality and adequacy in product deliveries, any of which could harm our business and operating results.

We
purchase key components and products from single or limited sources, and our business and operating results could be harmed if
supply were delayed or constrained or if there were shortages of required components.

Lead
times for materials and components ordered by us or our contract manufacturers can vary significantly and depend on factors, such
as the specific supplier, contract terms and demand for a component at a given time. We do not have any established contractual
relations with our suppliers for key components. From time to time, we have experienced supply shortages and fluctuations in component
prices. While we are trying to manage our component levels through the purchase of buffer stock, there is no guarantee that we
will be able to maintain the inventory levels sufficient to meet our product demand. Currently, the shortages have not significantly
impacted our product cost. In addition, we may be at risk for these components if our customers reject or cancel orders unexpectedly
or with inadequate notice.

Shortages
or interruptions in the supply of components or subcontracted products, or our inability to procure these components or products
from alternate sources at acceptable prices in a timely manner could delay shipment of our products or increase our production
costs, which could harm our business, financial condition and operating results.

We
purchase some products and some key components used in our products from single or limited sources. In particular, a significant
portion of our controls systems is single-sourced and the Controls Unit in our products is provided by a single supplier. If the
supply of these products or key components were to be delayed or constrained, we may be unable to find a new supplier on acceptable
terms or at all or its new and existing product shipment could be delayed. Any of this could harm our business, financial condition
and operating results.

If
we do not successfully coordinate the worldwide manufacturing and distribution of our product key components, we could lose sales.

Our
business requires us to coordinate the manufacture and distribution of our product components over much of the world. We increasingly
rely on third parties to manufacture our components and transport our products. On a worldwide basis, we will continue to evaluate
and consider changes in both our international and domestic suppliers. If we do not successfully coordinate these changes and
the timely manufacture and distribution of our components, we may have insufficient supply of products to meet customer demand
and could lose sales, or we may experience a build-up in inventory.

The recent
developments in the trade agreement between involving the United States, Mexico and Canada could have an adverse effect
on our ability to export products out of Mexico and Canada into other countries, including the United States.

The United States- Mexico and Canada entered
into a signed but unratified trade agreement called “The United States  -Mexico-
Canada Agreement (“USMCA”) that will govern trade in North America. USMACA will have a big impact on many parts of
the US economy. Compared to the previous NAFTA trade agreement, USMCA will increase environmental and labor regulations and will
create incentives for more US production of cars and trucks and imposes a quota for Canadian and Mexico automotive production.
Although management has determined that there have been no current immediate effects on our operations with respect to USMAC,
management cannot predict future potentially adverse developments in the political climate involving the United States, Mexico
and Canada and thus these may have an adverse and material impact on our operations and financial growth.

Our
introduction of new product lines may consume significant resources and not result in significant future revenues.

We
will continue to expand our product offerings with new product lines, such as Weld-Bend Systems and other products that are outside
of our traditional areas of expertise. To accomplish this, we have committed resources to develop, sell and market these new products.
With limited experience in these product lines and because these products may be based on technologies that are new to us, it
may be difficult for us to accurately anticipate and forecast revenues, manufacturing costs, customer support costs and product
returns. In addition, because the technologies may be new to us, we may have a greater risk of unknowingly infringing on proprietary
technology. Our ongoing investments in the development and marketing of new lines of products could produce higher costs without
a proportional increase in revenues.

We
may be unable to protect our proprietary rights. Unauthorized use of our technology may result in the development of products
that compete with our products.

Our
future success depends in part on our proprietary technology, technical know-how and other intellectual property. We rely on intellectual
property laws, confidentiality procedures and contractual provisions, such as nondisclosure terms, to protect our intellectual
property. Others may independently develop similar technology, duplicate our products, or design around our intellectual property
rights. In addition, unauthorized parties may attempt to copy aspects of our product or to obtain and use information that we
regard as proprietary. Any of these events could significantly harm our business, financial condition and operating results.

We
are also increasing our reliance on technologies that we acquire from others. We rely on third parties for the automated control
portion of the system. We purchase the computers’ logic component from Rockwell Automation and pay an annual fee to enable
us to get updates/upgrades and technical support to the logic portion of the system. We may find it necessary or desirable in
the future to obtain licenses or other rights relating to one or more of our products or to current or future technologies. These
licenses or other rights may not be available on commercially reasonable terms or at all. The inability to obtain certain licenses
or other rights or to obtain such licenses or rights on favorable terms, or the need to engage in litigation regarding these matters,
could have a material adverse effect on our business, financial condition and operating results. Moreover, the use of intellectual
property licensed from third parties may limit our ability to protect the proprietary rights in our products.

We
may encounter difficulties with future acquisitions, which could adversely affect our business and operating results.

We
have acquired and may continue to acquire companies that have products, personnel and technologies that complement our strategic
direction and roadmap. Our acquisitions involve risks and uncertainties including: (i) difficulties in integrating the acquired
company and its operations; (ii) diversion of management’s attention from the normal operations of business; (iii) potential
loss of key employees and customers of the acquired company; (iv) insufficient future revenues and profitability of the acquired
company that could negatively impact our consolidated results; and (v) exposure to potential product quality issues, which could
result in unanticipated contingent liabilities of the acquired company. Any of these and other factors could prevent us from realizing
the anticipated benefits of the acquisition and could adversely affect our business and operating results. Acquisitions are inherently
risky and no assurance can be given.

RISKS
ASSOCIATED WITH OUR SECURITIES

Because
we have yet to comply with rules requiring the adoption of certain corporate governance measures, our stockholders have limited
protections against interested director transactions, conflicts of interest and similar matters.

The
Sarbanes-Oxley Act, as well as the rules enacted by the SEC and the national stock exchanges as a result of the Sarbanes-Oxley
Act, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the
integrity and efficiency of corporate management and the securities markets and apply to securities which are listed on those
exchanges. Because we have not presently complied with many of the corporate governance provisions, our stockholders have limited
protections. Certain of these corporate governance provisions are as follows: (i) establishment of an audit committee charter
and appointment of members to the audit committee; (ii) adoption of an ethics code; (iii) conduct analysis of our internal and
financial control procedures; and (iv) establishment of a compensation committee. Management intends to address these issues within
our organizational structure during fiscal year 2019 to ensure the best effective corporate governance and financial management.
However, management has adopted certain corporate governance practices as follows: (i) adherence to a clear ethical basis within
all business operations; (ii) alignment of business goals with such ethical basis; (iii) strategic management which incorporates
shareholder value; (iv) identifying corporate organizational structure to effect good corporate governance; and (v) creating reporting
systems to provide transparency and accountability.

Until
we comply with the corporate governance measures adopted by the national securities exchanges after the enactment of Sarbanes-Oxley
Act, regardless of whether such compliance is required, the absence of standards of corporate governance may leave our stockholders
without protections against interested director transactions which may not be favorable to the shareholders, conflicts of interest
and similar matters, and investors may be reluctant to provide us with funds in the future if we determine it is necessary to
raise additional capital. We intend to comply with all applicable corporate governance measures relating to director independence
as soon as practicable.

D&R
Technology failed to comply with Section 5 of the Securities Act of 1933 regarding registration of its shares of common stock
issued to the shareholders of D Mecatronics in connection with the spin-off of D&R Technology.

In
accordance with the five conditions listed in Section 4.A of Staff Legal Bulletin No. 4 (September 16, 1977), the shares of stock
issued by D&R Technology to the shareholders of D Mecatronics in connection with the spin-off of D&R Technology were required
to be registered. On approximately November 10, 2011, D Mecatronics spun-off D&R Technology. D&R Technology subsequently
issued shares of its restricted common stock to the shareholders of D Mecatronics on a pro-rata basis in accordance with their
respective equity holdings in D Mecatronics. The equity percentages regarding the issuance of shares by D&R Technology were
48% to Berardino Paolucci, 24% to Drasko Karanovic and 28% to various shareholders (which shares are currently being held by D
Mecatronics on behalf of these shareholders). The transfer agent for D Mecatronics at the time of the spin-off was Global Sentry
Equity Transfer Inc. (“Global Sentry”). At the time of the spin-off, management of D Mecatronics had attempted on
several occasions to contact Global Sentry with regards to its shareholder list and records. However, any and all attempts were
to no avail. To date, D Mecatronics has not been able to obtain any of its records, including a shareholders list, from Global
Sentry. Management has no knowledge or information as to the whereabouts of Global Sentry or its management nor of the location
of its records and shareholders list. This has impeded the issuance of the shares of D&R Technology to the appropriate 28%
minority shareholders of D Mecatronics and thus the reason why D Mecatronics is holding the shares in trust for the benefit of
its shareholders. The majority shareholders of D Mecatronics and of D&R Technology were Messrs. Berardino Paolucci and Drakso
Karanovic. The other minority shareholders represented only approximately 28% of the total shares issued and, thus, our management
made a decision to proceed with the Share Exchange Agreement since it would be in the best interests of both our shareholders,
then known as Ecoland International Inc., and the shareholders of D&R Technology. In accordance with the terms and provisions
of the Share Exchange Agreement, we issued an aggregate of pre-reverse split 59,000,000 shares of our restricted common
stock to the D&R Shareholders (which consisted of Messrs. Paolucci and Karanovic and D Mecatronics (which is holding the shares
for the benefit of the remaining shareholders of D&R Technology) in exchange for 100% of the total issued and outstanding
shares of D&R Technology, thus making D&R Technology our wholly-owned subsidiary.

Section
12(a)(1) of the Securities Act imposes liability on persons who offer or sell securities in violation of the Securities Act’s
registration requirements. Section 12(a)(1) allows purchasers to sue sellers for offering or selling a non-exempt security without
registering it. D&R Technology, our wholly-owned subsidiary, could face civil liability from a shareholder for offering its
shares of common stock to the shareholders of D Mecatronics without registering those shares in a registration statement under
the Securities Act of 1933. Moreover, Section 12(a)(1) further provides that as long as the shareholder can prove a direct link
between the shareholder and D&R Technology, and the suit is within the statute of limitations, the shareholder may obtain
rescission, interest or damages if the shareholder sells his securities for less than he purchased them.

Our
management is currently attempting to solve the issue regarding the transfer agency records relating to D Mecatronics so that
it can proceed with the issuances of our shares to the shareholders of D&R Technology in connection with the Share Exchange
Agreement. The shares are currently being held by D Mecatronics in trust for the benefit of those shareholders.

New
rules, including those contained in and issued under the Sarbanes-Oxley Act, may make it difficult for us to retain or attract
qualified officers and directors, which could adversely affect the management of our business and our ability to obtain or maintain
listing of our common stock.

We
may be unable to attract and retain those qualified officers, directors and members of board of directors committees required
to provide for our effective management because of the rules and regulations that govern publicly held companies, including, but
not limited to, certifications by principal executive officers. The perceived personal risk associated with the Sarbanes-Oxley
Act may deter qualified individuals from accepting roles as directors and executive officers.

Further,
some of these recent changes heighten the requirements for board or committee membership, particularly with respect to an individual’s
independence and level of experience in finance and accounting matters. We may have difficulty attracting and retaining directors
with the requisite qualifications. If we are unable to attract and retain qualified officers and directors, the management of
our business and our ability to obtain or maintain the listing of our common stock on any stock exchange (assuming we elect to
seek and are successful in obtaining such listing) could be adversely affected.

Our
common stock price is subject to significant volatility, which could result in substantial losses for investors.

Prices
for our shares are determined in the marketplace and may accordingly be influenced by many factors, including, but not limited
to:

Additionally,
the stock market often experiences significant price and volume fluctuations that are unrelated to the operating performance of
the specific companies whose stock is traded. These market fluctuations could adversely affect our share trading price. The price
at which investors purchase shares of our common stock may not be indicative of the price that will prevail in the trading market.
Investors may be unable to sell their shares of common stock at or above their purchase price, which may result in substantial
losses.

Future
sales of shares of our common stock by our shareholders could cause our stock price to decline.

We
cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of common stock
for sale will have on the market price prevailing from time to time. If our shareholders sell substantial amounts of our common
stock in the public market upon the effectiveness of a registration statement, or upon the expiration of any holding period under
Rule 144, such sales could create a circumstance commonly referred to as an “overhang” and in anticipation of which
the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring,
also could make it more difficult for the Corporation to raise additional financing through the sale of equity or equity-related
securities in the future at a time or price that we deem reasonable or appropriate. The shares of common stock issued in the Share
Exchange Agreement will be freely tradable upon the earlier of (i) effectiveness of a registration statement covering the resale
of such shares; or (ii) the date on which such shares may be sold without registration pursuant to Rule 144 under the Securities
Act and the sale of such shares could have a negative impact on the price of its common stock.

We
may issue additional shares of our capital stock or debt securities to raise capital or complete acquisitions, which could dilute
the equity interest of our stockholders.

As of the date of this Annual Report, there are
approximately 445,703,359   authorized
and unissued shares of our common stock which have not been reserved and are available for future issuance. We did not issue any
shares of our common stock during fiscal year 2018.

Although
we have no present commitments to issue our equity securities, we may issue a substantial number of additional shares of our common
stock to complete a business combination or to raise capital. The issuance of additional shares of our common stock:

We
have the authority and ability to issue preferred shares of stock and to designate the respective rights and preferences.

When
designated by the Board of Directors, the rights of the preferred stock could negatively affect holders of common stock and make
it more difficult to effect a change of control. As of the date of this Annual Report, the Board of Directors has designated
100 shares Series A preferred stock and 49,999,900 shares Series B preferred stock. The Board of Directors is authorized by our
articles of incorporation to create and issue preferred stock. Certain of the rights of holders of preferred stock will take precedence
over the rights of holders of common stock and may be entitled to a preference upon liquidation, dissolution or winding up. The
shares could be convertible voluntarily at the election of the holder. See “Item 5. Market for Common Equity, Related Stockholder
Matters and Small Business Issuer Purchasers of Equity Securities – Description of Securities.”

As
of the date of this Annual Report, we have issued 1,000,000 shares of Series B Preferred Stock. Since all of our shares of preferred
stock are issued and outstanding, we will need to amend our Articles of Incorporation to create further blank check preferred
shares. We will need to obtain shareholder approval to amend the Articles of Incorporation to increase the authorized number of
shares of preferred stock. If and when our Articles of Incorporation are amended and as future tranches of capital are received
by us, additional preferred stock may be issued which such terms and preferences as are determined in the sole discretion of our
Board of Directors. The rights of future preferred stockholders could delay, defer or prevent a change of control, even if the
holders of common stock are in favor of that change of control, as well as enjoy preferential treatment on matters like distributions,
liquidation preferences and voting.

Our
officers and directors and insiders own approximately 92.3% of the total issued and outstanding shares of our common stock and
100% of the shares of Series B preferred stock, and will be able to influence control of us or decisions made by our management.
As of the date of this Annual Report, our officers, directors and insiders own approximately 92.3% of the total issued and
outstanding shares of our common stock and 100% of the shares of our Series B preferred stock and will be able to influence control
of us or decision making by our management. Moreover, in the event future issuances of common stock are authorized by the Board
of Directors pursuant to any future contractual relations, the officers, directors and insiders’ control of us will increase.
This may result in majority control of the voting power for all business decisions. See “Item 12. Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder Matters”.

Our
internal controls over financial reporting may not be effective and our independent registered public accounting firm may not
be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

As
a public reporting company, we are in a continuing process of developing, establishing, and maintaining internal controls and
procedures that will allow our management to report on, and our independent registered public accounting firm to attest to, the
internal controls over financial reporting if and when required to do so under Section 404 of the Sarbanes-Oxley Act of 2002.
Our management will be required to report on internal controls over financial reporting under Section 404. If we fail to achieve
and maintain the adequacy of internal controls, we would not be able to conclude on an ongoing basis that we have effective internal
controls over financial reporting in accordance with Section 404. At such time, our independent registered public accounting firm
may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed
or operating. Moreover, our testing, or the subsequent testing by our independent registered public accounting firm, that must
be performed may reveal other material weaknesses or that the material weaknesses described above have not been fully remediated.
If we do not remediate the material weaknesses described above, or if other material weaknesses are identified or we are not able
to comply with the requirements of Section 404 in a timely manner, our reported financial results could be materially misstated
or could subsequently require restatement, we could receive an adverse opinion regarding our internal controls over financial
reporting from our independent registered public accounting firm and we could be subject to investigations or sanctions by regulatory
authorities, which would require additional financial and management resources, and the market price of our stock could decline.

The
application of the “penny stock” rules could adversely affect the market price of our common stock and increase your
transaction costs to sell those shares.

Our
common stock may be subject to the “penny stock” rules adopted under Section 15(g) of the Securities Exchange Act
of 1934. The penny stock rules apply to non-NASDAQ companies whose common stock trades at less than $5.00 per share or that have
tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized
risk disclosure document prepared by the Securities and Exchange Commission, which contains the following:

Prior
to effecting any transaction in penny stock, the broker-dealer also must provide the customer with the following:

In
addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the
broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive
the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions
involving penny stocks, and a signed and dated copy of a written suitability statement.

Due
to the requirements of penny stock rules, many brokers have decided not to trade penny stocks. As a result, the number of broker-dealers
willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant
period, that could have an adverse effect on the market, if any, for our securities. Moreover, if our securities are subject to
the penny stock rules, investors will find it more difficult to dispose of our securities.

Nevada
law and our Articles of Incorporation may protect our directors from certain types of lawsuits.

Nevada
law provides that our officers and directors will not be liable to us or our stockholders for monetary damages for all but certain
types of conduct as officers and directors. Our Bylaws permit us broad indemnification powers to all persons against all damages
incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have
the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligence, poor
judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers
and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

Broker-Dealer
requirements may affect trading and liquidity.

Section
15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2 promulgated thereunder by the SEC require broker-dealers
dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually
signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account.
Potential investors in our common stock are urged to obtain and read such disclosure carefully before purchasing any shares that
are deemed to be “penny stocks.” Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account
of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer
to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives;
(ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that
the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions;
(iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination
in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects
the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements
may make it more difficult for holders of our common stock to resell their shares to third parties or to otherwise dispose of
them in the market or otherwise.

We
have not paid, and do not intend to pay, cash dividends in the foreseeable future.

We
have not paid any cash dividends on our common stock and do not intend to pay cash dividends in the foreseeable future. We intend
to retain future earnings, if any, for reinvestment in the development and expansion of our business. Dividend payments in the
future may also be limited by other loan agreements or covenants contained in other securities which we may issue. Any future
determination to pay cash dividends will be at the discretion of our board of directors and depend on our financial condition,
results of operations, capital and legal requirements and such other factors as our board of directors deems relevant.

As
of the date of this Annual Report, we do not have any unresolved staff comments from the Securities and Exchange Commission.

Property

We
currently have a three-year lease on a standalone building located at 7669 Kimbel Street, Mississauga, Ontario, Canada, which
is 18,000 square feet. The building is located on approximately one acre of land. The building has two floors of office/engineering
space, 1,500 square feet, and the balance is used for its welding, assembly and machining areas. We also have two loading docks
for shipping.

The
base rent is $8,400 CDN ($6300US) per month. As at December 31 2018 the aggregate minimum annual lease payments under
operating lease was $100,800 CDN ($77,928US) for 2018. Total minimum remaining lease payments of $58,800 CDN ($45,458US)
are required to the lease expiration date, which is July 31, 2019.

As
of the date of this Annual Report, management is not aware of any legal proceedings contemplated by any governmental authority
or any other party involving us or our properties. As of the date of this Annual Report, no director, officer or affiliate is
(i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management
is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

Not
Applicable.

MARKET
INFORMATION

As
of the date of this Annual Report, there are 54,296,641 outstanding shares of our common stock of which approximately 78,941   shares
are restricted securities as that term is defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”).

Any
significant downward pressure on the price of our common stock as the shareholders sell their shares of the our common
stock could encourage short sales by the selling shareholders or others. Any such sales could place further downward pressure
on the price of our common stock.

Our
common stock has been quoted on the Over-the-Counter Bulletin Board under the symbol NRBT.PK. The market for our common stock is limited and can be volatile. The following table sets forth the high and low bid
prices relating to the common stock on a quarterly basis for the periods indicated as quoted by OTC Markets Group Inc.-OTC Pink.
These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect actual transactions.

As
of the date of this Annual Report, an aggregate of 54,296,641 shares of common stock were issued and outstanding and were owned
by approximately 64 holders of record, based on information provided by our transfer agent.

DIVIDENDS

We
have never declared or paid a cash dividend. At this time, we do not anticipate paying dividends in the future. We are under no
legal or contractual obligation to declare or to pay dividends, and the timing and amount of any future cash dividends and distributions
is at the discretion of our Board of Directors and will depend, among other things, on our future after-tax earnings, operations,
capital requirements, borrowing capacity, financial condition and general business conditions. We plan to retain any earnings
for use in the operation of our business and to fund future growth. You should not purchase our Shares on the expectation of future
dividends.

SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

As
of the date of this Annual Report, we do not have any equity compensation plan.

RECENT
SALES OF UNREGISTERED SECURITIES

During
fiscal year ended December 31 2018 and to date of this Annual Report, we have not issued any shares of our common stock or preferred
stock.

TRANSFER
AGENT AND REGISTRAR

Our
transfer agent and registrar is Manhattan Transfer Registrar Company, 57 Eastwood Road, Miller Place, New York 11764.

ISSUER
PURCHASE OF SECURITIES

None.

Not
applicable.

RESULTS
OF OPERATION

Overview

We,
through our wholly owned subsidiary D&R Technology Inc., are involved in the engineering, design and manufacture 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. Serving as a comprehensive engineering partner, we work with other leading robotic manufacturers
to provide the best automation technologies. We provide automation solutions to a wide spectrum of customers and industries ranging
from large Fortune 500 companies to small privately-held businesses. The automated solutions can be found in manufacturing, assembly
and processing lines throughout the United States, Canada, Mexico and South America. D&R Technology Inc. has served the automotive
industry for more than seven years and is currently applying its service solutions to other markets, such as medical robotics,
personal robotic devices and water treatment industry. As of the date of this Annual Report, we have not realized any revenue
from the medical robotics, personal robotic devices or water treatment industry.

We
are involved in the area of engineering, design and the manufacturing of automated solutions through our automated tube bending
machines for the automotive industry and 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. We purchase from third
parties components for the electrical cabinet, which creates the automation and controls section of the machinery. The electrical
cabinet consists of fuses, holders, relays, cables, wiring, controls and sensors, which we purchase from our suppliers, i.e. Gerrie
Electric, Beckhoff, Allen Bradley and others. We integrate these purchased parts from our suppliers into our electrical and control
design to make the automated tube bending machines operational. We provide all the programming of the electrical cabinet as well.
The computer programming is based upon the specific needs.

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

We
are a full service provider of turn-key production solutions, specializing in tubular components for its tube bending machines.
Our experience is firmly rooted in fabrication solutions for automated components, such as seat frames and instrument panel beams.
Our expertise is in the areas of automation and machinery for computer numerical control (‘CNC’) bending, forming,
piercing and laser cutting, which is applicable to a wide range of production solutions. We produce spare parts for the manufacturing
equipment we design. We do not produce spare parts for automobiles.

The
financial information in the table above is derived from the audited financial statements. The following discussion should be
read in conjunction with our audited financial statements and the related notes that appear elsewhere in this Annual Report on
Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. The Corporation’s
actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute
to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report on Form 10-K. The
financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted
Accounting Principles.

Year
Ended December 31, 2018 Compared to Year Ended December 31, 2017

Revenue.
We generated revenue during the year ended December 31, 2018 in the amount of $2,919,868 compared to $4,813,630 generated
during the year period ended December 31, 2017. Overall, revenue decreased primarily due to less seat frame machine sales to Adient
and Constellium and less prototype parts being sold to Adient /JCI during 2018 compared to 2017. Major components of the revenue
mix for change from December 31, 2017 to December 31, 2018 are as follows:

Cost
of sales: During the year ended December 31, 2018, cost of sales was $1,852,067 compared to $2,109,028 during the year
ended December 31, 2017. The decrease in cost of sales during fiscal year 2018 is associated with the decrease in scale of manufacturing
operations related to the sale of seat frame systems year over year. Our product margin decreased considerably as the prototype
and retrofit systems sold in 2018 decreased by $1,025,000 for which the customer bears the majority of the costs associated
with projects of this nature.

Gross
Profit. Thus, based on the above, our gross profit decreased to $1,067,801 for the year ended December 31, 2018 from
$2,704,601 during the year ended December 31, 2017.

Operating
expenses: During the year ended December 31, 2018, we incurred operating expenses in the amount of $958,698 compared
to operating expenses incurred during the year ended December 31, 2017 of $1,169,954. Operating expenses include: (i) compensation
of $413,771 (2017: $842,608); (ii) occupancy costs of $68,349 (2017: $71,102); (iii) travel of $68,087 (2017: $71,471);
(iv) professional fees of $264,642 (2017: $76,596); (v) communication of $10,467 (2017: $9,970); and (vi) office and general of
$133,382 (2017: 98,206). Compensation decreased by $428,837 during the year ended December 31, 2018 as compared
to the year ended December 31, 2017 due to less manufacturing work completed and a great portion of labor being absorbed in the
professional function. Professional fees increased by $188,046 during the year ended December 31, 2018 as compared to the year
ended December 31, 2017 due to consulting charges. Travel expenses decreased by $3,384. during the year ended December 31, 2018
as compared to the year ended December 31, 2017 due to the decrease in travel as we had less installations and travel to new customers.
Office and general expenses increased by $35,176 during the year ended December 31, 2018 as compared to the year ended
December 31, 2017 due to program licences, office expenses, software licenses. Both occupancy costs decreased by $2,753.

Foreign
exchange: The continued strengthened Canadian dollar in 2018 against the United States dollar resulted during fiscal year
2018 in a realized foreign exchange gain of $73,038 compared to a gain of $18,118 in 2017 in denominations transacted
and settled in foreign currencies, primarily being sales to the United States (USD) from which the monies are being converted
and used to satisfy Canadian dollar operational requirements. During the course of 2018, the Canadian dollar fluctuated as follows:
March – 1.2894 June – 1.31687 Sept. – 1.2945 and Dec. -1.3642.

Recovery
of Scientific Research and Development Expenditures: During the year ended December 31, 2018, we recognized $0 (2017: $61,469)
in recovery of scientific research and development expenditures.

Loss
on Settlement of Debt. During the year ended December 31, 2018, we incurred a loss on settlement of debt of $-0- compared
to a loss on settlement of debt of $0 during the year ended December 31, 2017,

Net
Income (loss) before income taxes. Thus, this resulted in net income before income taxes of $182,142 during fiscal
year ended December 31, 2018 compared to net incomes before taxes of $1,614,235 during fiscal year ended December 31, 2017.

Provision
for Income Taxes. During fiscal year December 31, 2018, we recorded ($81,948) in current and $6,324 in deferred income taxes
compared to ($372,691) and ($27,408) – recorded during fiscal year December 31, 2017.

Net
Income (loss). Thus, this resulted in net income of $106,518 during fiscal year ended December 31, 2018 compared to
net income of $1,214,136 during fiscal year ended December 31, 2017.

Other
Comprehensive income (loss). During fiscal year ended December 31, 2018, our unrealized foreign exchange adjustment was $(125,379)
compared to fiscal year ended December 31, 2017 of an unrealized foreign exchange adjustment of $(50,151).

Comprehensive
income (loss). Thus, this resulted in comprehensive loss of $(18,861) $0.00 per share for fiscal year ended December
31, 2018 compared to a comprehensive income of $1,163,98 or $.02 per share for fiscal year ended December 31, 2017. The weighted
average number of shares outstanding was 54,296,541 for fiscal year ended December 31, 2018 and 54,296,541 shares for December
31, 2017, respectively.

LIQUIDITY
AND CAPITAL RESOURCES

Fiscal
Year Ended December 31, 2017

As
at fiscal year ended December 31, 2018, our current assets were $2,356,735 and our current liabilities were $1,084,951
which resulted in a working capital surplus of $1,271,784. As of the fiscal year ended December 31, 2018, current assets
were comprised of: (i) $1,309,052 in cash; (ii) $499,842 in accounts receivable, net; (iii) $422,111 in inventory; (iv)
$67,153 in sales taxes recoverable; (v) $9,673 in security deposits; and (vi) $48,904 in prepaid expense.

As
of the fiscal year ended December 31, 2018, our total assets were $2,451,133 comprised of: (i) current assets of $2,356,735; and
(ii) fixed assets, net of depreciation of $94,398. The decrease in total assets during fiscal year ended December 31, 2018 from
fiscal year ended December 31, 2017 was primarily due to a decrease in cash of $396,754 and in inventory of $269,626.

As
at fiscal year ended December 31, 2018, current liabilities were comprised of: (i) $97,762 in accounts payable and accrued
expenses; (ii) $587,277 in customer deposits; (iii) $27,222 in warranty provision; (iv) 372,691 in income taxes payable.

As
of December 31, 2018, our total liabilities were $1,106,035 comprised of: (i) $1,084,951 in current liabilities;
and (ii) $21,084 in deferred income taxes. The decrease in liabilities during fiscal year ended December 31, 2018 from fiscal
year ended December 31, 2017 was primarily due to the decrease in customer deposits of $240,907and in accounts payable of $251,547.

Stockholders’
equity decreased from $1,363,960 for fiscal year ended December 31, 2017 to $1,345,099 for fiscal year ended December 31,
2018.

Cash
Flows from Operating Activities

We
have typically generated positive cash flows from operating activities. For fiscal year ended December 31, 2018, net cash
flows provided by operating activities was $(265,814) compared to $1,409,232 for fiscal year ended December 31, 2017. Net
cash flows provided by operating activities consisted primarily of net gain of $106,518 (2017: $1,214,136), which was partially
adjusted by $28,004 (2017: $26,289) in depreciation, 2018 – $0 – (2017: $0) loss on settlement of debt. The increase in depreciation
expense is due to the increased plant production in 2018 resulting in a greater amount capitalized as a product cost in 2017.
Net cash flows provided by operating activities was further changed by: (i) an increase of $117,654 (2016:89,780)) in accounts
receivable; (ii) an decrease of $269,626 (2017: 798,218) in inventory; (iii) an increase of $38,003 (2017: 224) in pre-paid expenses;
(iv) a decrease of $844 (2017:( ($690)) in security deposits; (v) an decrease of $251,547 (2017: $8,128) in accounts payable
and accrued expenses; (vi) a decrease of $240,907 (2017: $1,007,607) in deferred revenue; (vii) an increase of $8,693 (2017: $9,644)
in warranty payable; and (viii) a decrease of $25,064 (2017: ($423,710) in taxes recoverable.

Cash
Flows from Investing Activities

We
used cash of $-0- in investing activities during fiscal year ended December 31, 2018. We used cash of $5,335 in investing activities
during fiscal year ended December 31, 2017 in purchase of fixed assets.

Cash
Flows From Financing Activities

We
used cash of $14,718 in financing activities during fiscal year ended December 31, 2018, which consisted of payment of obligation
under capital lease. During fiscal year ended December 31, 2017, cash used in financing activities was $107,483, which consisted
of settlement payment to Berardino Paolucci.

Material
Commitments

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

Off-Balance
Sheet Arrangements

There
were no off-balance sheet arrangements during fiscal year ended December 31, 2018 that have, or are reasonably likely to have,
a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources that are material to our interests.

PLAN
OF OPERATION

Our
principal demands for liquidity are to increase capacity, inventory purchase, sales distribution, and general corporate purposes.
We are in the process of being accepted as a global prototype supplier by Johnson Controls compared to our prior role as a supplier
for North America.

We
intend to meet our liquidity requirements, including capital expenditures related to the purchase of equipment, purchase of inventory,
and the expansion of its business, through cash flow provided by operations. No debt/equity has been issued historically.

With
a flexible labor force, workers are hired on a project by project basis, and strong inventory management, we are able to manage
our cash flow to meet the ever changing needs of the business. We can expand and contract very quickly based on customer demand.
Our major customers, Toyota Boshoku, Adient and Constellium, are consistently submitting new projects. We had $488,715. of project
work in process at the end of December 31, 2018 with a total contract value of approximately $824,510. We have received committed
future orders of over $89,410, which are anticipated to be completed during the first half of 2019. Other revenue opportunities
have historically materialized to supplement this revenue being service and retooling.

We
have not paid any sums for public relations or investor relations.

MATERIAL
COMMITMENTS

We
have no reportable material commitments for fiscal year ended December 31, 2018.

RECENT
ACCOUNTING PRONOUNCEMENTS

The
Company evaluated the following recent accounting updates and are evaluating the potential impact upon adoption. Please
see reference to the Note 2 of the Financial statements later in this Annual Report.

As
a “smaller reporting company”, we are not required to provide this information.

REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Shareholders of Novus Robotics, Inc.

Opinion
on the Financial Statements

We
have audited the accompanying consolidated balance sheets of Novus Robotics, Inc. (“the Company”) as of December 31,
2018 and 2017, and the related consolidated statements of earnings and comprehensive income, changes in stockholders’ equity,
and cash flows for each of the years in the two-year period ended December 31, 2018, and the related notes (collectively referred
to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the
years in the two-year period ended December 31, 2018, in conformity with accounting principles generally accepted in the United
States of America.

Basis
for Opinion

These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.

We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but
not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.

Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.

We
have served as the Company’s auditor since 2015.

Spokane,
Washington

April
12, 2019

NOVUS
ROBOTICS INC.

Consolidated
Balance Sheets

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

NOVUS
ROBOTICS INC.

Consolidated
Statements of Earnings and Comprehensive Income

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

NOVUS
ROBOTICS INC.

Consolidated
Statements of Stockholders’ Equity

For
the years ended December 31, 2018 and 2017

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

NOVUS
ROBOTICS INC.

Consolidated
Statements of Cash Flows

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

NOVUS
ROBOTICS INC.

Notes
to Consolidated Financial Statements

December
31, 2018

Novus
Robotics Inc. (“Novus” or “the Company”), formerly known as Ecoland International Inc. (“Ecoland”),
a Nevada corporation, was incorporated on June 24, 2005 under the name Guano Distributors, Inc. for the purpose of selling Dry-Bar
Cave bat guano. On June 28, 2006, the articles of incorporation were amended to change its name to Ecoland. On March 13, 2012,
the articles of incorporation were amended to change the Company’s name to Novus. The Company carries on business in one
segment being the engineering, design and the manufacturing of automated tube processing solutions for the automotive industry.

Basis
of presentation

These
consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted
in the United States and are expressed in US dollars. The functional currency of Novus is the Canadian Dollar.

The
consolidated financial information furnished herein reflects all adjustments, which, in the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair statement of results in accordance with General Accepted
Accounting Principles in the United States (“U.S. GAAP”), have been included and properly prepared within reasonable
limits of materiality and within the framework of the significant accounting policies summarized below. The consolidated financial
information should be read in conjunction with the Company’s latest annual report on Form 10-K.

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. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Financial
statement items subject to significant judgment include expense accruals, as well as income taxes and loss contingencies. Actual
results could differ from those estimates.

The
areas which require management to make significant judgments, estimates and assumptions in determining carrying values include,
but are not limited to:

Assets’
carrying values and impairment charges

Assets,
including property and equipment and inventory, are reviewed for impairment whenever events or changes in circumstances indicate
that their carrying amount exceeds their recoverable amounts. In the determination of carrying values and impairment charges,
management looks at the higher of recoverable amount or fair value less costs to sell in the case of assets and at objective evidence,
significant or prolonged decline of fair value on financial assets indicating impairment. These determinations and their individual
assumptions require that management make a decision based on the best available information at each reporting period.

NOVUS
ROBOTICS INC.

Notes
to Consolidated Financial Statements

December
31, 2018

Income
taxes and recoverability of potential deferred tax assets

In
assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future
taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the
likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments,
management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable
income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. The Company
considers whether relevant tax planning opportunities are within the Company’s control, are feasible, and are within management’s
ability to implement. Examination by applicable tax authorities is supported based on individual facts and circumstances of the
relevant tax position examined in light of all available evidence. Where applicable tax laws and regulations are either unclear
or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially
affect the amounts of income tax assets recognized. Also, future changes in tax laws could limit the Company from realizing the
tax benefits from the deferred tax assets. The Company reassesses unrecognized income tax assets at each reporting period.

Warranty
provision

In
assessing the warranty provision, management makes estimates related to expectations of future repair cost needed to service new
seat frame sales under its two year warranty terms. These determinations and their individual assumptions require that management
make a decision based on the best available information at each reporting period

Long-lived
Assets

In
accordance with the Financial Accounting Standards Board (“FASB”) ASC No. 360, “Property, Plant and Equipment”
the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts
or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future
cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying
amount of the asset over its estimated fair value.

Regulatory
Matters

The
Company is subject to a variety of federal, provincial and state regulations governing land use, health, safety and environmental
matters. The Company’s management believes it has been in substantial compliance with all such regulations.

Cash
and Cash Equivalents

The
Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents.
At December 31, 2018, the Company had no cash equivalents. The Company maintains its cash in bank deposit accounts which may exceed
federally insured limits. As of December 31, 2018, the Company’s accounts are insured for $100,000 CDN by Canadian Deposit
Insurance Corporation for Canadian bank deposits and are insured for $250,000 by FDIC for US bank deposits.

NOVUS
ROBOTICS INC.

Notes
to Consolidated Financial Statements

December
31, 2018

Factoring
Agreement and Accounts Receivable

The
Company has a financing agreement that included a non-recourse factoring arrangement that provides nonrecourse factoring on the
Company’s receivable from its primary customer Johnson Controls, Inc. to assist in its operational cash flow requirements.
The factor is based on credit approved orders, assumes the accounts receivable risk of the Company’s customer in the event
of insolvency or non-payment. The Company assumes the risk on accounts receivable not factored to which is shown as accounts receivable
on the accompanying balance sheets. As of December 31,2018, the Company had $Nil (2017 – $23,243) of factored receivables. Finance
charges associated with the sale of factored receivable for the year ended December 31, 2018 were $12,967 (2017 – $14,017) and
are included in office and general expense.

Allowance
for Doubtful Accounts

The
Company extends credit to customers in the normal course of business. The allowance for doubtful accounts represents the Company’s
best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines
the allowance based on specific customer information, historical write-off experience and current industry and economic data.
Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered.
Management believes that there are no concentrations of credit risk for which an allowance has not been established. Although
management believes that the allowance is adequate, it is possible that the estimated amount of cash collections with respect
to accounts receivable could change. As of December 31, 2018, the Company has not deemed any accounts uncollectible.

Inventory

Inventory
is stated at the lower of cost or market using the first-in, first-out (“FIFO”) method. Cost of work in progress and
finished goods includes raw materials, direct labor and indirect manufacturing costs. The Company’s inventory balance at
December 31, 2018 was comprised of work-in-progress. This policy requires D&R to make estimates regarding the market value
of our inventory, including an assessment of excess or obsolete inventory. The Company determines excess and obsolete inventory
based on an estimate of the future demand and estimated selling prices for its products.

Fixed
Assets

Fixed
assets are stated at cost. Depreciation is recorded on a declining 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.

NOVUS
ROBOTICS INC.

Notes
to Consolidated Financial Statements

December
31, 2018

Foreign
Currency Translation

Gains
and losses arising upon settlement of foreign currency denominated transactions or balances are included in the determination
of income. The Company’s functional currency is the Canadian dollar. Transactions in foreign currency are translated into
Canadian dollars then translated into U.S. dollars for reporting in accordance with the ASC 830-30 as follows:

●
For assets and liabilities, the exchange rate at the balance sheet date shall be used.

●
For revenues, expenses, gains, and losses, the exchange rate at the dates on which those elements are recognized shall be used.

Translation
adjustments are included in accumulated other comprehensive income (loss), a separate component of shareholders’ equity.

Financial
Instruments

The
carrying values of the Company’s financial instruments, which comprise cash, accounts receivable, accounts payable, payroll
liabilities, loan payable, taxes payable and due to officers/shareholders, approximate their fair values due to the immediate
or short-term maturity of these instruments. Currently, the Company does not use derivative instruments to reduce its exposure
to foreign currency risk.

Fair
Value Measurements

The
authoritative guidance for fair values establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring
fair value. Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than
quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs
in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Income
Taxes

Potential
benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted
ASC 740, “Accounting for Income Taxes,” as of its inception. Pursuant to ASC 740, the Company is required to compute
tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized
in these financial statements because the Company cannot be assured it is more likely than not it will be able to utilize the
net operating losses carried forward in future years.

Recorded
in other (income) and expenses are monies recovered relating to non-refundable, federal government Scientific Research & Experimental
Development (“SR&ED”) tax credits. Due to the uncertain nature of these expenditures, the Company does not record
any amount until such time as the deduction is approved by Canadian provincial and federal governments.

Advertising
Costs

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

NOVUS
ROBOTICS INC.

Notes
to Consolidated Financial Statements

December
31, 2018

Revenue
Recognition

The
Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606”).
In accordance with ASC 606, Novus applies the following methodology to recognize revenue:

Accordingly,
the Company recognizes specific components of revenue as described below:

D&R
provides standard warranties for its product from the date of shipment. Estimated warranty obligations are recorded at the time
of sale. Estimated warranty obligations are recorded at the time of sale and amortized over the two year warranty period. As of
December 31, 2018 and December 31, 2017, warranty liability was $27,222 and $18,529. The company does not offer
its customers the option to purchase a warranty separately, thus warranties are accounted for under ASC 460.

Contracts

We
had $828,216 of project work in process at the end of December 31, 2017 with a total contract value of approximately $2,123,990.
We have received committed future order of over $230,268, which are anticipated to be completed during the first half of 2018.
Other revenue opportunities have historically materialized to supplement this revenue being service and retooling. In 2018, we
recognized all of the contracts that we initiated in 2017 totaling $2,354,990.

We
had $488,715. Of project work in process at the end of December 31, 2018 with a total contract value of approximately $824,510.
We have received committed future orders of over $89,410 which are anticipated to be completed during the first half of 2019, which will be allocated to performance obligations as they are completed.

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. No dilutive instruments were outstanding as of December 31, 2018 or December 31, 2017

Comprehensive
Income

The
Company has adopted ASC 220, “Comprehensive Income,” which establishes standards for reporting and the display of
comprehensive income, its components and accumulated balances. Comprehensive income (loss) is defined to include all changes in
equity except those resulting from investments by owners or distributions to owners. Among other disclosures, ASC 220 requires
that all items that are required to be recognized under the current accounting standards as a component of comprehensive income
be reported in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income
(loss) is displayed in the balance sheet as a component of shareholders’ equity.

NOVUS
ROBOTICS INC.

Notes
to Consolidated Financial Statements

December
31, 2018

Recent
Accounting Pronouncements

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

●
ASU 2016-01 related to lease recognition and classification

● ASU
2018-07 related to equity compensation

Fixed
assets are comprised of the following:

Depreciation
expense for the year ended December 31, 2018 was $28,004 (2017 – $26,289).

On
October 26, 2015, the Board of Directors approved a reverse stock split of one for three hundred reverse stock split of the Company’s
total issued and outstanding shares of common stock. The Reverse Stock Split was affected on January 21, 2016 and reduced the
total number of issued and outstanding common shares from 88,650,000 to 296,641. The resultant decrease in the value attributed
to the common stock was transferred to Additional Paid In Capital (“APIC”) in the amount of $88,354. All share and
related stock option information presented in these consolidated financial statements has been retroactively adjusted to the reduced
number of shares resulting from this transaction.

Each
share of Series A Preferred Stock is convertible on a one-for-one basis into common stock, has all of the voting rights that the
holders of the common shares and has the ability to elect three directors.

The
Series B Preferred Stock (‘Series B’) has voting rights whose holders must vote together with the common stock. Each
Series B share has the same number of votes equal to 5,000 common shares and in the event of a stock split, share dividend or
otherwise for the common shares will retain this voting proportion.

NOVUS
ROBOTICS INC.

Notes
to Consolidated Financial Statements

December
31, 2018

The
Company’s primary area of operations is Canada where the statutory Federal corporate income tax rate is 26.5% (2017 –
26.5%). The following table is a reconciliation between the effective tax rate from continuing operations and the Canadian statutory
tax rate.

The
nature and tax effect of the temporary differences giving rise to deferred income tax assets are summarized as
follows:

Deferred
income tax assets and liabilities reflect the Company’s net effect of temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The
Company applies the provisions of the ASC 740 “Income Taxes”. ASC 740-10 prescribes a recognition threshold
and a measurement attributed for the financial statement recognition and measurement of tax positions taken or expected to be
taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. D&R Technology Inc. is currently in the process of having its January
31, 2016 tax return examined. The Company believes that its tax positions and deductions would be sustained on audit
and does not anticipate any in a material change to its consolidated financial position. To the extent possible, any
estimated exposure has accrued and included in the taxes payable account. The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No interest and
penalties were incurred at December 31, 2018 and 2017.

The
parent entity (Novus) has not filed its US returns since December 31, 2011 and all open tax years are still subject to IRS examination.
The Canadian subsidiaries are generally open to Canada Revenue Agency (CRA) examination for a time frame equal to three years
from the date of assessment. Currently, tax years ending January 31, 2016 to January 31, 2018 are subject to Canadian government
review.

Novus
paid to a company owned by the President consulting fees in the amount of $264,620 – US$193,992. (2017 – $Nil). The consulting
fees were agreed upon after discussion between Novus and Mr. Paolucci.

The
Company entered into a lease to purchase equipment in November of 2015. An initial payment of $16,900 was made with balance of
the lease to be satisfied in 36 equal monthly payment of approximately $820. The interest rate related to the lease obligation
14% with a maturity date of November 2018 at which time the option was exercised to purchase the equipment for $4,600.

The
Company leases premises totaling 18,000 square feet with monthly lease payments of approximately CDN$8,400 US$6,300 per month.
Total minimum lease payments of CDN$58,800- US$45,382 are required to the lease expiration date on July 31, 2019.

The
Company settled a lawsuit launched by the BSA Business Software Alliance, Inc. for alleged software infringements and use in the
amount of $21,915 in September 2018.

Novus
has entered into purchase agreements to acquire two pre-construction rental properties totaling US$ 574,758. Deposits in the amount
of US$43,986 have been paid and included in prepaid expenses. Closings on these properties are scheduled between November of 2019
and March 2020. The plan is to use these as income producing rental properties.

Disclosure
of Concentrations

During
the years ending December 31, 2018 and December 31, 2017, 87% of revenue and 72% of AR was concentrated on 3 customers and 93.7%
of revenue and 86% of AR was concentrated on 2 customers respectively.

D&R
Technology failed to comply with Section 5 of the Securities Act of 1933 regarding registration of its common shares issued to
shareholders of D Mecatronics in connection with its spin-off of D&R Technology in 2011. In management’s opinion, any
legal liability with this failure to comply has been deemed remote.

Subsequent
Events

The Company has evaluated all events subsequent
to December 31, 2018 through date of filing, noting nothing is required for disclosure.

Engagement
of Fruci & Associates II, PLLC

Effective
December 11, 2015, we engaged Fruci & Associates (“Fruci”) as our principal independent registered public accounting
firm, which included audit of the financial statements for fiscal year ended December 31, 2017 and 2016. The decision to change
our principal independent registered public accounting firm has been approved by our Board of Directors.

The
report of Fruci on our financial statements for fiscal year ended December 31, 2018 did not contain an adverse opinion
or a disclaimer of opinion, nor qualified or modified as to uncertainty, audit scope or accounting principles. During our last fiscal year ended December 31,
2017, there were no disagreements between us and Fruci, whether or not resolved, on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Fruci,
would have caused Fruci to make reference thereto in its reports.

Evaluation
of Disclosure Controls and Procedures

We
have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive
Officer/Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2018.
Based on such evaluation, we have concluded that, as of such date, our disclosure controls and procedures were not effective to
ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported
within the time periods specified in applicable SEC rules and forms, and that such information is accumulated and communicated
to our management, including our Chief Executive Officer/Principal Financial Officer, as appropriate, to allow timely discussions
regarding required disclosure.

Management’s
Report on Internal Control over Financial Reporting

Our
management is responsible for establishing and maintaining internal control over financial reporting for our internal control
system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. Internal control over our financial
reporting includes those policies and procedures that:

All
internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error or
circumvention through collusion of improper overriding of controls. Therefore, even those internal control systems determined
to be effective can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes
in conditions, the effectiveness of internal control may vary over time.

Our
management assessed the effectiveness of our internal control over financial reporting as of December 31, 2018. In making
its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal-Control-Integrated Framework – 2013 and implemented a process
to monitor and assess both the design and operating effectiveness of our internal controls. Based on this assessment, management
believes that as of December 31, 2018, our internal control over financial reporting was not effective.

We
have instituted a remediation plan which involves educating our management, the accounting staff, and the administrative staff.
We increased the oversight of the process by increasing the frequency of involvement of outside accounting consultants. Internal
systems are being put into place to track and document significant dates, such as delivery, installation and customer acceptance.
In addition, the bookkeeping system has been modified so that all sales of extended warranties are automatically recorded as deferred
revenue and that the amount of revenue that is ultimately recognized as warranty revenue is as the result of an analysis of the
significant aspects of the warranty such as coverage and period.

Changes
in Internal Control Over Financial Reporting

Our
management has evaluated, with the participation of our Chief Executive Officer/Chief Financial Officer, changes in our internal
controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the fourth quarter of 2018.
In connection with such evaluation, there have been no changes to our internal control over financial reporting that occurred
during fiscal year ended December 31, 2018 that have materially affected, or are reasonably likely to materially affect
our internal control over financial reporting. While there have been no changes, we have assessed our internal controls as being
deficient and will be taking steps beginning in 2019 to remedy such deficiencies.

There
are no further disclosures.

Directors
and Executive Officers

The
following table includes the names and positions held of our executive officers and directors during fiscal year ended December
31, 2018 and to current date. Our directors hold office for one-year terms or until their successors have been elected and qualified.

The
biographies of our directors and officers are set forth below as follows:

Bernardino
Paolucci. Mr. Paolucci is our President/Chief Executive Officer, Secretary and Treasurer/Chief Financial Officer and a member
of the Board of Directors since February 2012. Mr. Paolucci has been the Chief Executive Officer and director and shareholder
of D&R Technology since its inception in 2004. His duties as Chief Executive Officer of D&R Technology primarily focused
on the financial and manufacturing sectors since inception. Mr. Paolucci also assumed the responsibilities of the purchasing division
in April 2011 for D&R Technology. 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 2004 through
current date where he held the position of manufacturing supervisor. His previous responsibilities included: (i) manage and direct
all electrical, mechanical, hydraulic and process functions within departments; (ii) continuously impact and improve the key performance
indicators across the process such as machine mechanical, hydraulic, pneumatic and electrical build, process improvement, identification
and sourcing of new equipment as well as the payout and reallocation of equipment and workforce; (iii) develop and initiate appropriate
actions that lead to optimizing production capabilities of all machinery, equipment and resources resulting in improved machine
utilization, labor efficiency, expense reduction and on-time delivery; (iv) recommend solutions to customers for preventative
maintenance, machine layouts and configuration of machinery for the purpose of proaction planning as well as responding to day
to day service issues; and (v) manage and develop department’s team members by conducting regular appraisal, developing
performance improvement plans, administering salary and compensation as per company policy and providing direction and support
for the development of individuals within the department. The nature of his responsibilities discussed above, including the underlying
requisite managerial and administrative skills, establish Mr. Paolucci’s qualification as a member of our Board of Directors
and as President/Chief Executive Officer. Mr. Paolucci also owned his own machine shop and was plant foreman for Dieco Technology
Inc. for over ten years where he was responsible for production, inventory, purchasing, labor and overall supervision of the plant.
Dieco Technology Inc. was a Canadian based company specializing in the production of tubular steel oriented components and assemblies
for automotive industry, which ceased business operations in May 2004.

Drasko
Karanovic. Mr. Karanovic is a member of our Board of Directors since February 2012. Mr. Karanovic has over twenty years of
experience in progressive design, supervisory and management experience in engineering fields, comprehensive knowledge of engineering
technology, strong management, communication, interpersonal and customer service skills, extensive knowledge of CAD systems and
tooling engineering and development expertise. He was employed with Dieco Technology from 1994 through 2004 and D Mecatronics
Inc. from 2004 to current date. His responsibilities included: (i) member of senior management team in setting strategic operation
direction; (ii) prepare proposals, evaluating future equipment performance and recommend improvements for new and existing products;
(iii) direct personnel activities of staff, i.e. hire, train, appraise, reward, motivate, discipline, recommend termination (iv)
direct, coordinate and exercise functional authority for planning, organization, control, integration and completion of engineering
projects; (v) supervising staff of mechanical, electrical and hydraulic designers, production engineering support staff in the
custom design, development, improvement and modification of machinery; (vi) direct the research and development effort leading
to new or improved products; and (vii) develop and maintain overall product development plan so that new or improved products
are timely delivered to market. The nature of the responsibilities discussed above, including the underlying requisite managerial
and administrative skills, establish Mr. Karanovic’s qualification as a member of the Corporation’s Board of Directors.
Mr. Karanovic was the engineering manager for over three years at Dieco Technology Inc. Dieco Technology Inc. was a Canadian based
company specializing in the production of tubular steel oriented components and assemblies for automotive industry. Mr. Karanovic
earned a Bachelor of Mechanical Engineer degree. Mr. Karanovic is also the President and a director of D&R Technology since
inception. He is also a member of the Board of Directors for D Mecatronics since inception.

H.
Beth Carey. Ms. Carey has been a member of our Board of Directors since April 1, 2013. Ms. Carey has over thirty-five years
of experience as a senior accountant involving various industries, including construction, service and manufacturing and non-profit.
Ms. Carey was employed by Dieco Technologies from 2000 through 2003 as the assistant to the controller for the accounting department.
Her duties included accounts receivables/collections, accounts payable, payroll -salary (hourly and commissions), accruals, month
end journal entries, general ledger maintenance, costing spreadsheets for program engineers for all projects, sales support as
required by salesmen, accounts receivable and payables, government remittances, work in process and collections.

In
June 2005, Ms. Carey became employed by D&R Technology as the accountant. Ms. Carey was required to perform substantial number
of duties required to keep accounting, payroll and purchasing functioning at a high level. She provided support to executive officers
in sales and projects who needed financial information, such as job costing details. She further worked with executive officers
in purchasing obtaining quotes for products in order to provide cost savings and customer service contact for spare parts and
shipping. Ms. Carey also prepares all financial statements for our accountant and liasons with the accountant for the preparation
of the quarterly and annual financial statements. She further provides support to the auditors during the audit of our financials.
The nature of her responsibilities discussed above, including the underlying requisite financial and accounting skills, establish
Ms. Carey’s qualification as a member of our Board of Directors.

Ms.
Carey earned a college degree in finance and accounting from Sheridan College-Mississauga and achieved Level 3 in the Certified
General Accountants Course.

FAMILY
RELATIONSHIPS

There
are no family relationships among our directors or officers.

INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS

During
the past five years, none of our directors, executive officers or persons that may be deemed promoters is or have been involved
in any legal proceeding concerning: (i) any bankruptcy petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction
in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
(iii) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction permanently or temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business,
securities or banking activity; or (iv) being found by a court, the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or commodities law (and the judgment has not been reversed,
suspended or vacated).

COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

Section
16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than ten percent of our
common stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of all
filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the
reports received by us and on the representations of the reporting persons, we believe that these persons filed their respective
reports late but subsequently complied with all applicable filing requirements during the fiscal year ended December 31, 2018.

CORPORATE
GOVERNANCE MATTERS

Audit
Committee

As
of the date of this Annual Report, we do not have an audit committee. We intend to establish an audit committee of the Board of
Directors, which will consist of independent directors, of which at least one director will qualify as a qualified financial expert
as defined in Item 407(d)(5)(ii) of Regulation S-K. The audit committee’s duties would be to recommend to the Board of Directors
the engagement of independent auditors to audit our financial statements and to review its accounting and auditing principles.
The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed
by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting
and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of
the Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee
member and who possess an understanding of financial statements and generally accepted accounting principles.

Board
Independence

Mr.
Karanovic and Ms. Carey qualify as “independent” directors, as that term is defined by applicable listing standards
of The NASDAQ Stock Market and SEC rules, including the rules relating to the independence standards of an audit committee and
the non-employee director definition of Rule 16b-3 promulgated under the Exchange Act. As a requirement to listing our common
stock on The Bulletin Board or the NASDAQ Capital Market or other exchange, we intend to retain independent directors. The Board
of Director’s composition (and that of our committees) will be subject to the corporate governance provisions of its primary
trading market, including the requirement for appointment of independent directors in accordance with the Sarbanes-Oxley Act of
2002, and regulations adopted by the SEC and NASD pursuant thereto.

Audit
Committee Financial Expert . Our board of directors has determined that we do not have an audit committee financial expert
within the meaning of Item 407(d)(5) of Regulation S-K. In general, an “audit committee financial expert” is an individual
member of the audit committee who (a) understands generally accepted accounting principles and financial statements, (b) is able
to assess the general application of such principles in connection with accounting for estimates, accruals and reserves, (c) has
experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial
statements, (d) understands internal controls over financial reporting and (e) understands audit committee functions.

Code
of Ethics

We
have not adopted a code of ethics for our executive officers, directors and employees. However, our management intends to promote
honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws
and regulations.

Nominating
Committee

We
have not yet established a nominating committee. Our board of directors, sitting as a board, performs the role of a nominating
committee. We are not currently subject to any law, rule or regulation requiring that we establish a nominating committee.

Compensation
Committee. We intend to establish a compensation committee of the Board of Directors. The compensation committee would review
and approve our salary and benefits policies, including compensation of executive officers. The compensation committee would also
administer any stock option plans and recommend and approve grants of stock options under such plans.

During
fiscal year ended December 31, 2018 and 2017, our officers and directors earn certain salaries. Mr.
Paolucci earned $-0- in 2018 and $167,200 -2017 and Mr. Karanovic each earn an annual salary of $167,200 and Ms. Carey earns an
annual salary of $48,500 and 47,800 respectively. Mr. Paolucci received $264,420. In consulting fees in 2018.

SUMMARY
COMPENSATION TABLE

The
table below summarizes all compensation awarded to, earned by, or paid to the executive officers by any person for all services
rendered in all capacities for the fiscal year ended December 31, 2018 and 2017.

SUMMARY
COMPENSATION TABLE ‡

DIRECTOR
COMPENSATION

We
do currently compensate our directors with cash for acting as such, although we may do so in the future. We reimburse our directors
for reasonable expenses incurred in connection with their service as directors.