NRBT Novus Robotics Inc (PK)

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

This Current Report on Form 8-K is being amended to reflect that the Board of Directors approved the cancellation of the share certificate previously issued to Berardino Paolucci evidencing 22,720,000 shares of restricted common stock, which shares were issued based to Mr. Paolucci in accordance with conversion terms of those certain convertible notes. The 22,720,000 shares were subsequently reduced to 75,733 shares of common stock based upon the reverse stock split of one for three hundred (1:300) (the “Reverse Stock Split”). Thus 75,733 shares are being returned to treasury.

On January 21, 2015, the Board of Directors of Novus Robotics, Inc., a corporation organized under the laws of the State of Nevada (the “Company”) authorized the issuance of an aggregate 22,720,000 shares of restricted common stock to Berardino Paolucci, its President/Chief Executive Officer (“Paoulcci”). The Company had previously issued that certain convertible promissory note dated December 15, 2006 in the principal amount of $60,000.00 (the “Treanor Convertible Note”), to Stephen Treanor (“Treanor”), which a portion of the principal and accrued interest in the amount of $36,000 was subsequently settled pursuant to the terms and provisions of that certain settlement agreement dated December 15, 2009 between the Company and Treanor (the “Treanor Settlement Agreement”). The Company had also previously issued that certain convertible promissory note dated April 15, 2008 in the principal amount of $40,000.00 (the “Boyle Convertible Note”), to Donna Boyle (“Boyle”), which all the principal and accrued interest in the amount of $41,600.00 was subsequently settled pursuant to the terms and provisions of that certain settlement agreement dated December 15, 2009 between the Company and Boyle (the “Boyle Settlement Agreement”). And, lastly, the Company had previously issued that certain convertible promissory note dated December 15, 2006 in the principal amount of $60,000.00 (the “Russell Convertible Note”), to Raymond Russell (“Russell”), which a portion of the principal and accrued interest in the amount of $36,000 was subsequently settled pursuant to the terms and provisions of that certain settlement agreement dated December 15, 2009 between the Company and Russell (the “Russell Settlement Agreement”).

In accordance with the terms and provisions of that certain share exchange agreement dated January 27, 2012 (the “Share Exchange Agreement”) between the Company and D Mecatronics Inc., a private corporation (“D Mecatronics”) and the shareholders of D Mecatronics (the “D Mecatronics Shareholders”), the Company acquired all of the total issued and outstanding shares of D Mecatronics in exchange for the issuance of shares of its common stock to the D Mecatronic Shareholders and the assignment the Treanor Convertible Note, the Boyle Convertible Note and the Russell Convertible Note. Treanor thus subsequently entered into that certain assignment of settlement agreement dated January 2, 2013 (the “Treanor Assignment of Settlement Agreement”), with Paolucci pursuant to which Treanor assigned to Paolucci all of his right, title and interest in and to the Treanor Settlement Agreement and the issuance of shares. Russell also subsequently entered into that certain assignment of settlement agreement dated January 2, 2013 (the “Russell Assignment of Settlement Agreement”), with Paolucci pursuant to which Russell assigned to Paolucci all of his right, title and interest in and to the Russell Settlement Agreement and the issuance of shares. Lastly, Boyle also subsequently entered into that certain assignment of settlement agreement dated January 2, 2013 (the “Boyle Assignment of Settlement Agreement”), with Paolucci pursuant to which Boyle assigned to Paolucci all of her right, title and interest in and to the Boyle Settlement Agreement and the issuance of shares.

The Company acknoweldged the Treanor Convertible Note, the Russell Convertible Note and the Boyle Convertible Note (which have all been evidenced on the Company’s audited financial statements) and the payment by the Company to Paolucci during December 2014 of an aggregate $86,939.69 regarding the remaining debt due and owing (the “Repayment of Debt”). The Board of Directors has been advised by the Company’s current auditors that at the time of financial accounting and treatment of consummation of the Share Exchange Agreement, there were inaccuracies regarding the amounts recorded due and owing under the Russell Convertible Note, the Treanor Convertible Note and the Boyle Convertible Note and hence the amounts that the Company was still contractually obligated on the respective notes were also incorrect.

Therefore, Mr. Paolucci shall return to the transfer agent his share certificate evidencing the issuance of the 22,720,000 shares of restricted common stock and, as reduced to 75,733 shares of common stock per the reverse stock split, return the 75,733 shares to treasury.

Beneficial Ownership Table

The following tables set forth information as of April 11, 2016 regarding the beneficial ownership of our common stock: (a) each stockholder who is known by us to own beneficially in excess of 5% of our outstanding common stock; (b) each director known to hold common or preferred stock; (c) our chief executive officer; and (d) the executive officers and directors as a group. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to their shares of stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their shares of stock. The percentage of beneficial ownership of common stock is based upon 50,295,500 shares of common stock and 1,000,000 shares of Series B preferred stock issued and outstanding as of April 11, 2016.