Washington, D.C. 20549
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
As of August 07, 2009, the issuer had outstanding 4,840,984 shares of its common stock.
As of August 07, 2009, the aggregate market value of the issuer’s common stock held by non-affiliates was $145,230 (based upon the closing price of the issuer’s common stock on The Over-the-Counter Bulletin Board on such date).
Part I
Item 1. Description of Business.
General
Robocom Systems International Inc. (“we,” “us,” “our,” or “our company”) was incorporated under the laws of the State of New York in 1982. Our company was organized to develop, market and support advanced warehouse management software solutions that enable companies to realize significant cost savings by automating their warehouse operations and providing inventory visibility throughout the supply chain. On October 11, 2005, we sold substantially all of our assets to Avantce RSI, LLC, a Delaware limited liability company, for $2,970,000 in cash, plus a $200,000 promissory note payable over two years. In July 2006, we paid a dividend to our shareholders totaling approximately $2,760,000, which represented approximately 87% of our total assets at that time.
Since the asset sale on October 11, 2005, we have not engaged in any operations and our business has been dormant. As such, we may presently be defined as a "shell" company, whose sole purpose, at this time, is to locate and consummate a merger with or an acquisition of a private entity.
We will continue our filing with the Securities and Exchange Commission of reporting documentation and reports in an effort to maximize shareholder value. We believe our best use and primary attraction, as a merger partner or acquisition vehicle, will be our status as a reporting public company. Any business combination or transaction may potentially result in a significant issuance of shares and substantial dilution to our present stockholders.
The proposed business activities described herein classify us as a "blank check" company. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any offering of our securities, either debt or equity, until such time as we have successfully implemented our business plan described herein.
At this time, our purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which desire to seek the perceived advantages of a corporation whose securities are registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We will not restrict our search to any specific business, industry or geographical location and we may participate in a business venture of virtually any kind or nature.
This discussion of our proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities. Management anticipates that we may be able to participate in only one potential business venture because we have nominal assets and limited financial resources. This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture against gains from another.
We may seek a business opportunity with entities that have recently commenced operations, or that wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
We anticipate that the selection of a business opportunity in which to participate will be complex and extremely risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes there are numerous firms seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, and providing liquidity (subject to restrictions of applicable statutes) for all shareholders, among other factors. Available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
We have had, and anticipate that we will continue to have, little or no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, our management believes we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly-registered company without incurring the cost and time required to conduct an initial public offering. The owners of the business opportunities will, however, incur significant legal and accounting costs in connection with acquisition of a business opportunity, including the costs of preparing Current Reports on Form 8-K, Annual Reports on Form 10-K and other reports required to be filed under applicable Federal and state securities law, agreements and related reports and documents. The Exchange Act specifically requires that any merger or acquisition candidate comply with all applicable reporting requirements, which include providing audited financial statements to be included within the numerous filings relevant to complying with the Exchange Act. Our officers and directors have not conducted market research and are not aware of statistical data that would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.
Our officers have no experience in managing a shell company similar to ours and will rely upon their own efforts in accomplishing our business purposes. Nevertheless, we anticipate we will locate and make contact with possible target businesses primarily through the efforts of our officers and directors, who will meet personally with existing management and key personnel, visit and inspect material facilities, assets, products and services belonging to such prospects, and undertake such further reasonable investigation as they deem appropriate. Management has a network of business contacts, including our outside lawyers and accountants, and believes that prospective target businesses will be referred to us through this network.
We also anticipate that prospective target businesses will be brought to our attention from various other non-affiliated sources, including securities broker-dealers, investment bankers, venture capitalists, bankers, and other members of the financial community. We have neither the present intention, nor does the present potential exist for us, to consummate a business combination with a target business in which our management or their affiliates or associates directly or indirectly have a pecuniary interest, although no existing corporate policies would prevent this from occurring. We may engage the services of professional firms that specialize in finding business acquisitions and pay a finder’s fee or other compensation.
The analysis of new business opportunities will be undertaken by, or under the supervision of, our officers and directors. In analyzing prospective business opportunities, management will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services that may be available and the depth of that management; the potential for further research, development or exploration; specific risk factors not now foreseeable but that then may be anticipated to impact the proposed activities of our company; the potential for growth or expansion; the potential for profit; the perceived public recognition of, or acceptance of, products, services or trades; name identification; and other relevant factors. Our officers and directors expect to meet personally with management and key personnel of the business opportunity as part of their investigation. To the extent possible, we intend to utilize written reports and investigation to evaluate the above factors. We will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction. Our limited funds and the lack of full-time management, however, will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we commit our capital or other resources thereto. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which would be desirable if we had more funds available. We will be particularly dependent in making decisions upon information provided by the promoter, owner, sponsor or others associated with the business opportunity seeking our participation.
We will not restrict our search to any specific kind of firm, but we may acquire a venture that is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which we may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which we may offer. However, we do not intend to obtain funds in one or more private placements to finance the operation of any acquired business opportunity until such time as we have successfully consummated such a merger or acquisition.
It is anticipated that we will incur nominal expenses in the implementation of the business plan described herein. We have limited capital with which to pay these anticipated expenses.
The time and costs required to select and evaluate a target business (including conducting a due diligence review) and to structure and consummate the business combination (including negotiating relevant agreements and preparing requisite documents for filing pursuant to applicable securities laws and state “blue sky” and corporation laws) cannot presently be ascertained with any degree of certainty. Our officers and directors only devote a small portion of their time to the operations of our company, and, accordingly, consummation of a business combination may require a greater period of time than if they devoted their full time to our company’s affairs. However, our officers and directors will devote such time as they deem reasonably needed.
In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture or licensing agreement with another corporation or entity. We may also acquire the stock or assets of an existing business. Upon the consummation of a transaction, it is probable that our present management and shareholders will no longer be in control of our company. In addition, our directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our current shareholders or may sell their stock in our company. Any and all such sales will only be made in compliance with the securities laws of the United States and any applicable state.
It is anticipated that any securities issued in any such reorganization will be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after we have successfully consummated a merger or acquisition and we are no longer considered a "shell" company. Until such time as this occurs, we do not intend to register any additional securities. The issuance of substantial additional securities and their potential sale into any trading market that may develop in our securities may have a depressive effect on the value of our securities in the future, if such a market develops, of which there is no assurance.
As a general rule, federal and state tax laws and regulations have a significant impact upon the structuring of business combinations. We will evaluate the possible tax consequences of any prospective business combination and will endeavor to structure a business combination so as to achieve the most favorable tax treatment for us, the target company and their respective stockholders. However, there can be no assurance that the Internal Revenue Service (“IRS”) or relevant state tax authorities will ultimately assent to our tax treatment of a particular consummated business combination.
To the extent the IRS or any relevant state tax authorities ultimately prevail in recharacterizing the tax treatment of a business combination, there may be adverse tax consequences to us, the target business and their respective stockholders. Tax considerations as well as other relevant factors will be evaluated in determining the precise structure of a particular business combination, which could be effected through various forms of a merger, consolidation or stock or asset acquisition.
While the actual terms of a transaction to which we may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a so-called "tax-free" reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code of 1986, as amended (the "Code"). In order to obtain tax-free treatment under the Code, it may be necessary for the owners of the target business to own 80% or more of the voting stock of the surviving entity. In such event, our shareholders would retain less than 20% of the issued and outstanding shares of the surviving entity, which would result in significant dilution in the equity of such shareholders. Nonetheless, there can be no assurance that the IRS or relevant state tax authorities will ultimately assent to our tax treatment of a particular consummated business combination.
With respect to any merger or acquisition, negotiations with the target company’s management is expected to focus on the percentage of our company that the target company shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company's assets and liabilities, our shareholders will in all likelihood hold a substantially lesser percentage ownership interest in our
company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with substantial assets. Any merger or acquisition effected by us can be expected to have a significant dilutive effect on the percentage of shares held by our then shareholders.
We will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.
As stated hereinabove, we will not acquire or merge with any entity that cannot provide independent audited financial statements within a reasonable period of time after closing of the proposed transaction. We are subject to all of the reporting requirements included in the Exchange Act. Included in these requirements is the affirmative duty to file independent audited financial statements as part of our Current Report on Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as the audited financial statements included in our annual report on Form 10-K. If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance with the requirements of the Exchange Act, or if the audited financial statements provided do not conform to the representations made by the candidate to be acquired in the closing documents, the closing documents will provide that the proposed transaction will be voidable, at the discretion of our present management.
We do not intend to provide our security holders with any complete disclosure documents, including audited financial statements, concerning an acquisition or merger candidate and its business prior to the consummation of any acquisition or merger transaction.
Our company will remain an insignificant participant among the firms that engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. In view of our combined extremely limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.
On May 27, 2008 our Board of Directors, and the holders of a majority of the outstanding shares of our issued and outstanding common stock, par value $0.01 per share (our “Common Stock”), pursuant to a written consent in lieu of a meeting in accordance with our articles of incorporation and Section 615(a) of the New York Business Corporation Law, approved a reincorporation of our company in the state of Delaware (the “Reincorporation”) through the merger with and into a wholly-owned, newly-formed Delaware subsidiary formed specifically for this purpose (“Robocom-Delaware”). Our Board of Directors and such shareholders approved the Reincorporation in an effort to better position our company to attract an operating business that is seeking to complete a business combination or merger with a shell corporation. Our board and such shareholders believe the actions taken will provide us with a more flexible capital structure, a simplicity in corporate governance under Delaware law and the ability to proceed more quickly with a business combination or merger if and when an acquisition or merger partner is identified. Although we have had, and continue to have, discussions with potential merger or acquisition partners, we do not currently have a definitive agreement or understanding in place with any potential partner. The Reincorporation will result in the following:
| · | our company will be governed by the laws of the State of Delaware and by a new certificate of incorporation and new by-laws governed by Delaware law; |
| · | the conversion of every share of our Common Stock owned as of the effective time of the Reincorporation, into a fractional share of common stock of Robocom-Delaware, such fraction to be not more than 0.5 (1/2) of a share or less than 0.05 (1/20) of a share as determined by our Board of Directors, in its sole discretion, prior to the Reincorporation; |
| · | the reduction of the par value of our Common Stock from $0.01 per share to $0.001 per share; |
| · | a reduction in our authorized capital stock to 125,000,000 total shares, consisting of 100,000,000 shares of common stock, par value $0.001 per share, and 25,000,000 shares of “blank check” preferred stock, par value $0.001 per share; |
| · | the persons currently serving as officers and directors of our company will continue to serve in their respective capacities immediately after the Reincorporation; and |
| · | a change of our corporate name to a name to be determined by our Board of Directors, in its sole discretion, prior to the Reincorporation. |
Notwithstanding approval of the Reincorporation by our shareholders, our Board of Directors may, in its sole discretion, determine not to effect, and to abandon, the Reincorporation without further action by our shareholders. Moreover, until our Board of Directors is able to identify a suitable operating business to be our merger or acquisition partner, it is likely we will not proceed with the Reincorporation.
As of August 07, 2009, no further action had been taken regarding the Reincorporation.
We have had in the past, and continue to have, discussions with potential merger or acquisition partners and while we do not have a definitive agreement in place with any potential partner to do so, we anticipate issuing shares of our common stock, and possibly preferred stock, as part of any merger or acquisition with a merger or acquisition partner.
Employees
We do not have any employees, other than our executive officer, who provides services under a consulting agreement.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.
Item 1B. Unresolved Staff Comments.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.
Item 2. Description of Property.
Our executive office is located in Woodbury, New York in the home office of Irwin Balaban, our Chief Executive Officer and Chairman of our Board of Directors. We are not charged rent for the space. We believe that our existing facilities are sufficient for our current operations.
Item 3. Legal Proceedings.
We are not a party to any material legal proceeding.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2009.
Part II
| | Item 5. Market for Common Equity and Related Shareholder Matters and Small Business Issuer Purchases of Equity Securities. |
Market Information
Our common stock trades on The Over-the-Counter Bulletin Board under the symbol RIMS. The following table represents the high and low price information for our common stock for each quarterly period in fiscal 2009 and 2008.
| | | Fiscal 2009 | | | Fiscal 2008 | |
| | | High | | | Low | | | High | | | Low | |
| Quarter ended August 31 | | $ | 0.18 | | | $ | 0.15 | | | $ | 0.30 | | | $ | 0.21 | |
| Quarter ended November 30 | | | 0.18 | | | | 0.07 | | | | 0.47 | | | | 0.15 | |
| Quarter ended February 28 | | | 0.07 | | | | 0.04 | | | | 0.51 | | | | 0.16 | |
| Quarter ended May 31 | | | 0.06 | | | | 0.03 | | | | 0.40 | | | | 0.15 | |
Quotations listed above reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
On August 07, 2009, the closing price of our common stock as reported on the Over-the-Counter Bulletin Board was $0.03.
Holders
As of August 07, 2009, there were 4,840,984 shares of our common stock outstanding held by approximately 30 shareholders of record. Of the 4,840,984 shares, 1,981,200 shares of common stock were held in street name.
Dividends
We did not declare any dividends on any class of common equity during the fiscal years ended May 31, 2009 or 2008.
Securities Authorized for Issuance under Equity Compensation Plan
Information regarding securities authorized for issuance under our equity compensation plans is disclosed in this report under the section captioned “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.”
Repurchase of Equity Securities
We did not repurchase any equity securities in the fourth quarter of fiscal 2009.
Item 6. Selected Financial Data
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Certain statements in this Report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of our company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause such a difference include, among others, uncertainties relating to general economic and business conditions, intense competition for the acquisition of businesses, and domestic and foreign government regulations. The words “believe,” “expect,” “anticipate,” “intend” and “plan” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.
Overview
On October 11, 2005, we sold substantially all of our assets to Avantce RSI, LLC, a Delaware limited liability company, for $2,970,000 in cash, plus a $200,000 promissory note payable over two years. On July 28, 2006, we paid a dividend to our shareholders totaling approximately $2,760,000, which represented approximately 87% of our total assets at that time.
Since the asset sale on October 11, 2005, we have not engaged in any operations and our business has been dormant. As such, we may presently be defined as a "shell" company, whose sole purpose, at this time, is to locate and consummate a merger with or an acquisition of a private entity.
Since October 11, 2005, our business plan has consisted of exploring potential targets for a business combination with us through a purchase of assets, share purchase or exchange, merger or similar type of transaction.
On May 27, 2008 our Board of Directors, and the holders of a majority of the outstanding shares of our issued and outstanding Common Stock, pursuant to a written consent in lieu of a meeting, approved the Reincorporation in Delaware. Our Board of Directors and such shareholders approved the Reincorporation in an effort to better position our company to attract an operating business that is seeking to complete a business combination or merger with a shell corporation. Our board and such shareholders believe the actions taken will provide us with a more flexible capital structure, a simplicity in corporate governance under Delaware law and the ability to proceed more quickly with a business combination or merger if and when an acquisition or merger partner is identified. Although we have had, and continue to have, discussions with potential merger or acquisition partners, we do not currently have a definitive agreement or understanding in place with any potential partner. As of August 07, 2009 no further action had been taken regarding the Reincorporation.
We will continue our filing with the Securities and Exchange Commission of reporting documentation and reports in an effort to maximize shareholder value. We believe our best use and primary attraction, as a merger partner or acquisition vehicle, will be our status as a reporting public company. Any business combination or transaction may potentially result in a significant issuance of shares and substantial dilution to our present stockholders.
Results of Operations
The following table sets forth, for the periods indicated, certain statement of operations data:
| (In thousands, except share data) | |
| | | | |
| | | Year ended May 31, | |
| | | 2009 | | | 2008 | |
| | | | | | | |
| | | | | | | |
| Selling, general and administrative expenses | | $ | (123 | ) | | $ | (141 | ) |
| | | | | | | | | |
| Interest income | | | 8 | | | | 17 | |
| | | | | | | | | |
| Other income | | | — | | | | 8 | |
| | | | | | | | | |
| Net loss | | $ | (115 | ) | | $ | (116 | ) |
| | | | | | | | | |
| Basic and diluted net loss per share: | | | | | | | | |
| | | | | | | | | |
| Net loss per basic and diluted share | | $ | (0.02 | ) | | $ | (0.02 | ) |
| | | | | | | | | |
| Weighted average shares outstanding: | | | | | | | | |
| | | | | | | | | |
| Basic and diluted | | | 4,840,984 | | | | 4,840,984 | |
Comparison of Fiscal Years Ended May 31, 2009 and May 31, 2008
Revenues. We did not record any revenues related to our operations during the fiscal year ended May 31, 2009 and 2008.
Other Income. For the year ended May 31, 2008, other income represents a recovery of a previous receivable written off.
Selling, General and Administrative Expenses. Selling, general and administrative expenses consisted of fees for financial personnel, professional fees and insurance, as well as other miscellaneous administrative expenses. Selling, general and administrative expenses decreased by $18,645 to $122,751 for the fiscal year ended May 31, 2009, as compared to $141,396 for the fiscal year ended May 31, 2008. This decrease was primarily due to decreased professional and shareholder related expenses.
Interest Income, Net. Interest income decreased by $9,559 to $7,698 for the fiscal year ended May 31, 2009, as compared to $17,257 for the fiscal year ended May 31, 2008. This decrease was primarily due to a decrease in cash on hand.
Income Taxes. No provision for or benefit from income taxes was reflected in the 2009 or 2008 periods, as the benefits of operating loss carryforwards have been reserved.
Liquidity and Capital Resources
Our cash expenditures are limited to amounts required for the payment of professional fees in connection with meeting our requirements under the securities laws and in seeking a merger or acquisition partner.
During the fiscal year ended May 31, 2009, we funded our operations from cash on hand derived from the sale of substantially all of our assets on October 11, 2005. As of May 31, 2009, we had $286,107 in cash and cash equivalents.
Net cash used in operating activities was $134,657 for the fiscal year ended May 31, 2009. Net cash used in operating activities was $102,117 for the fiscal year ended May 31, 2008. During the fiscal year ended May 31, 2009, we were not engaged in any revenue-generating operations. Cash used in operations was higher in the 2009 period primarily as a result of a decrease in accrued expenses.
At the present time we have no employees, other than our executive officer, who provides services under a consulting agreement. We do not anticipate hiring any employees until such time as we are able to consummate a merger with or an acquisition of a private entity.
We believe that our existing cash and cash equivalents will be sufficient to fund our legal, accounting and reporting requirements as a publicly-held “shell” company over the next twelve months.
Off-Balance Sheet Arrangements
As of August 07, 2009, we had no off-balance sheet arrangements.
Inflation and Seasonality
We do not believe our operations are materially affected by inflation or seasonality.
Item 7A.Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.
Item 8. Financial Statements and Supplementary Data.
INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Robocom Systems International Inc.
We have audited the accompanying balance sheets of Robocom Systems International Inc. as at May 31, 2009, and 2008, and the related statements of operations, shareholders’ equity and cash flows for each of the two years in the period ended May 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Robocom Systems International Inc. as at May 31, 2009 and 2008, and the results of its operations, and its cash flows for each of the two years in the period ended May 31, 2009 in conformity with accounting principles generally accepted in the United States.
/s/ Eisner & Lubin LLP
New York, New York
August 07, 2009.
ROBOCOM SYSTEMS INTERNATIONAL INC.
BALANCE SHEETS
| | | | | | | |
| Assets | | | | | | |
| Current assets: | | | | | | |
| Cash and cash equivalents | | $ | 286,107 | | | $ | 420,763 | |
| Other current assets | | | 916 | | | | 1,000 | |
| Total assets | | $ | 287,023 | | | $ | 421,763 | |
| | | | | | | | | |
| Liabilities and Shareholders’ Equity | | | | | | | | |
| Current liabilities: | | | | | | | | |
| Accrued expenses | | | 33,763 | | | | 53,450 | |
| | | | | | | | | |
| Shareholders’ equity: | | | | | | | | |
Preferred stock, $.01 par value; 1,000,000 shares authorized; None issued | | | — | | | | — | |
Common stock, $.01 par value; 10,000,000 shares authorized; 4,840,984 issued and outstanding at May 31, 2009 and 2008 | | | 48,410 | | | | 48,410 | |
| Additional paid-in capital | | | 12,163,574 | | | | 12,163,574 | |
| Accumulated deficit | | | (11,958,724 | ) | | | (11,843,671 | ) |
| Total shareholders’ equity | | | 253,260 | | | | 368,313 | |
| Total liabilities and shareholders’ equity | | $ | 287,023 | | | $ | 421,763 | |
See accompanying notes.
ROBOCOM SYSTEMS INTERNATIONAL INC.
STATEMENTS OF OPERATIONS
| | | For the year ended May 31, | |
| | | | | | | |
| | | | | | | |
| Selling, general and administrative expenses | | $ | (122,751 | ) | | $ | (141,396 | ) |
| | | | | | | | | |
| Other income | | | — | | | | 8,000 | |
| | | | | | | | | |
| Interest income | | | 7,698 | | | | 17,257 | |
| | | | | | | | | |
| Net loss | | $ | (115,053 | ) | | $ | (116,139 | ) |
| | | | | | | | | |
| Basic and diluted net loss per share: | | | | | | | | |
| | | | | | | | | |
| Net loss per basic and diluted share | | $ | (0.02 | ) | | $ | (0.02 | ) |
| | | | | | | | | |
| Weighted average shares outstanding: | | | | | | | | |
| Basic and diluted | | | 4,840,984 | | | | 4,840,984 | |
| | | | | | | | | |
See accompanying notes.
STATEMENTS OF SHAREHOLDERS’ EQUITY
| | | | | | | | | | | | | |
| | | Shares | | | Par Value $.01 | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Shareholders’ Equity | |
| Balance, May 31, 2007 | | | 4,840,984 | | | $ | 48,410 | | | $ | 12,163,574 | | | $ | (11,727,532 | ) | | $ | 484,452 | |
| Net loss | | | — | | | | — | | | | — | | | | (116,139 | ) | | | (116,139 | ) |
| Balance, May 31, 2008 | | | 4,840,984 | | | $ | 48,410 | | | $ | 12,163,574 | | | $ | (11,843,671 | ) | | $ | 368,313 | |
| Net loss | | | — | | | | — | | | | — | | | | (115,053 | ) | | | (115,053 | ) |
| Balance, May 31, 2009 | | | 4,840,984 | | | $ | 48,410 | | | $ | 12,163,574 | | | $ | (11,958,724 | ) | | $ | 253,260 | |
STATEMENTS OF CASH FLOWS
| | | For the year ended May 31, | |
| | | 2009 | | | 2008 | |
| Operating activities | | | | | | |
| | | | | | | |
| Net loss | | $ | (115,053 | ) | | $ | (116,139 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
| Other current assets | | | 84 | | | | — | |
| Accrued expenses | | | (19,687 | ) | | | 14,022 | |
| Net cash used in operating activities | | | (134,656 | ) | | | (102,117 | ) |
| | | | | | | | | |
| Investing activities | | | | | | | | |
| | | | | | | | | |
Net cash provided by investing activities - proceeds fromsale of assets | | | — | | | | 73,563 | |
| | | | | | | | | |
| Decrease in cash and cash equivalents | | | (134,656 | ) | | | (28,554 | ) |
| Cash and cash equivalents at beginning of year | | | 420,763 | | | | 449,317 | |
| Cash and cash equivalents at end of year | | $ | 286,107 | | | $ | 420,763 | |
See accompanying notes.
Notes to the Financial Statements
1. Organization and Significant Accounting Policies
Organization
Robocom Systems International Inc. ("we," "us," "our," or "our company") was incorporated in June 1982 in the State of New York. Prior to the sale of assets on October 11, 2005, we were engaged in the development and marketing of automated warehouse management systems and related software, which is used by various commercial enterprises located in the United States and abroad.
On October 11, 2005, we sold substantially all of our assets to Avantce RSI, LLC, a Delaware limited liability company, for $2,970,000 in cash, plus a $200,000 promissory note payable over two years. On July 28, 2006, we paid a dividend to our shareholders totaling approximately $2,760,000, which represented approximately 87% of our total assets at that time.
Since the asset sale on October 11, 2005, we have not engaged in any operations and the business has been dormant. As such, our company may presently be defined as a "shell" company, whose sole purpose, at this time, is to locate and consummate a merger with or an acquisition of a private entity.
On May 27, 2008 our Board of Directors, and the holders of a majority of the outstanding shares of our issued and outstanding common stock, par value $0.01 per share (our “Common Stock”), pursuant to a written consent in lieu of a meeting in accordance with our articles of incorporation and Section 615(a) of the New York Business Corporation Law, approved a reincorporation of our company in the state of Delaware (the “Reincorporation”) through the merger with and into a wholly-owned, newly-formed Delaware subsidiary formed specifically for this purpose (“Robocom-Delaware”). Robocom-Delaware will have authorized capital stock of 125,000,000 total shares, consisting of 100,000,000 shares of common stock, par value $0.001 per share, and 25,000,000 shares of “blank check: preferred stock, par value $0.001 per share. Our Board of Directors and such shareholders approved the Reincorporation in an effort to better position our company to attract an operating business that is seeking to complete a business combination or merger with a shell corporation. Our board and such shareholders believe the actions taken will provide us with a more flexible capital structure, a simplicity in corporate governance under Delaware law and the ability to proceed more quickly with a business combination or merger if and when an acquisition or merger partner is identified. Although we have had, and continue to have, discussions with potential merger or acquisition partners, we do not currently have a definitive agreement or understanding in place with any potential partner. As of August 07, 2009 no further action had been taken regarding the Reincorporation.
Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Cash and Cash Equivalents
We consider all highly liquid investments, with a maturity of three months or less at the time of purchase, to be cash equivalents.
Robocom Systems International Inc.
Notes to the Financial Statements (continued)
Basic and Diluted Net Income Per Share
Basic and diluted net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding for the periods presented.
Income Taxes
Our company employs an asset and liability approach in accounting for income taxes payable or refundable at the date of the financial statements as a result of all events that have been recognized in the financial statements and as measured by the provisions of enacted laws.
Deferred tax assets or liabilities are recognized for temporary differences that will result in deductible amounts or taxable income in future years and for net operating loss carryforwards. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.
On June 1, 2007, the company adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with FASB No. 109, “Accounting for Income Taxes”. FIN 48 provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition.
Concentration of Credit Risk
We maintain our cash principally at one commercial bank. Management does not believe significant credit risk existed at May 31, 2009.
2. Detail of Certain Balance Sheet Accounts
Accrued Expenses
Accrued expenses consisted of professional fees for the fiscal year ended May 31, 2009 and 2008.
3. Income Taxes
Deferred tax assets as of May 31, 2009 and 2008 substantially comprise net operating loss carryforwards, net of valuation allowances.
We did not record any provision for or benefit of income taxes in the 2009 or 2008 periods. The valuation allowance at May 31, 2009 and 2008 was provided because of uncertainty, based on our historical results, with respect to realization of deferred tax assets. The valuation allowance increased during the year ended May 31, 2009 and 2008 by $46,021 and $47,988, respectively.
At May 31, 2009, we had net operating loss carryforwards of approximately $5.1 million for income tax purposes, which may be able to reduce taxable income in future years. The utilization of these losses to reduce future income taxes will depend on our generating sufficient taxable income prior to the expiration of the net operating loss carryforwards. Net operating loss carryforwards will expire in various years through May 31, 2029.
4. Related Party Transactions
We paid consulting and director fees of $43,500 and $45,000 to Irwin Balaban, President and Chief Executive Officer of the Company for fiscal 2009 and 2008, respectively.
5. Lease Commitments
We are not currently obligated under any lease.
6. Gain Contingency
In an arbitration case with a former distributor, we were awarded damages and expenses of approximately $140,000. Due to the uncertainty of both the amount and its collectibility, no amounts have been recognized in the financial statements.
Item 9. Changes in and Disagreements With Accountants on Financial Disclosure
None.
Item 9A(T). Controls and Procedures
Our Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of financial statements.
All internal controls over financial reporting, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention or overriding of controls. Therefore, even effective internal control over financial reporting can provide only reasonable, and not absolute, assurance with respect to financial statement preparation and presentation. Further, because of changes in conditions, the effectiveness of internal controls over financial reporting may vary over time. Because of its inherent limitations, internal control over financial reporting may also fail to prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
As of May 31, 2009, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and principal financial officer, of the effectiveness of our internal control over financial reporting pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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. Based on this evaluation, our Chief Executive Officer and principal financial officer concluded that, as of May 31, 2009, our internal control over financial reporting was effective based on those criteria.
This Annual Report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.
Changes in Internal Control Over Financial Reporting.
There have been no significant changes in the Company’s internal controls over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.
Item 9B. Other Information
Not applicable.
Part III
Item 10. Directors, Executive Officers, and Corporate Governance Compliance.
Directors and Executive Officers
The executive officer and directors of our company are as follows:
| Name | | Age | | Position |
| Irwin Balaban | | | 77 | | President and Chief Executive Officer, Chairman of the Board |
| Robert B. Friedman | | | 70 | | Director |
| Herbert Goldman | | | 78 | | Director |
| Lawrence B. Klein | | | 75 | | Director |
Irwin Balaban, a co-founder of our company, has been Chairman of the Board since 1983. From 1983 until his retirement in March 1999, he was President and Chief Executive Officer of our company. Since March 1999, he had been providing consulting services to us. In his capacity as a consultant, in July 2001, Mr. Balaban assumed the offices of President and Chief Executive Officer.
Robert B. Friedman has been a director since March 2003. Mr. Friedman is currently the principal owner and managing partner of several business ventures, including the Nathan Hale Inn & Conference Center at the University of Connecticut and the Inn at Middletown. From 1969 to 1989, Mr. Friedman, a graduate of The Wharton School of the University of PA, was President and a Director of the Middex Development Corporation, a national real estate development company, involved in the development, ownership and management of hotels, office buildings and multi-family dwellings.
Herbert Goldman, a co-founder of our company, has been a director since 1983. He provided consulting services to us from his retirement in 1996 until May 2000. From 1991 until his retirement, Mr. Goldman had been Executive Vice President – Operations.
Lawrence B. Klein, a co-founder of our company, has been a director since 1991. He was Executive Vice President – Worldwide from May 1999 until his retirement in May 2000, and from May 2000 to May 2001, provided consulting services to us. From 1991 to May 1999, Mr. Klein was the Executive Vice President, Marketing and Sales.
All directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Executive officers are elected by, and serve at the discretion of, the Board of Directors. Our Board of Directors met once during fiscal 2009.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the our directors and executive officers, and persons who own more than 10% of our outstanding common stock to file with the SEC the initial reports of ownership and reports of changes in ownership of common stock. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of the copies of such reports received by us, or written representations from certain reporting persons that no Forms 5 were required for such persons, we believe that during the fiscal year ended May 31, 2009, there was no failure to comply with Section 16(a) filing requirements applicable to our officers, directors and 10% stockholders.
Code of Ethics
On September 13, 2004, our Board of Directors adopted a Code of Ethics and Business Conduct applicable to all members of the Board of Directors, the executive officers and employees of our company and a Code of Ethics that applies to all financial executives and employees of our company. The Code of Ethics and Business Conduct and the Code of Ethics for Financial Executives and Employees were filed as Exhibits 14.1 and 14.2, respectively, to our Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 29, 2004 and are incorporated herein by reference.
Committees of the Board of Directors
Audit Committee
Our Board of Directors has an audit committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. This committee currently consists of Messrs. Friedman, Goldman and Klein. Mr. Friedman has been appointed to sit on the audit committee to serve as the audit committee financial expert. All members of the committee are considered independent within the meaning of Rule 4200(a)(15) of the National Association of Securities Dealers listing standards, as amended. Due to our status as a shell company and our limited resources, we do not have access to additional eligible candidates. The audit committee is directly responsible for the appointment, compensation and oversight of our independent auditors. The audit committee oversees the financial reporting process on behalf of our Board of Directors by reviewing with the independent auditors the scope and results of the audit engagement, monitoring our financial policies and internal control procedures, and reviewing and monitoring the provisions of non-audit services performed by our independent auditors. Management is responsible for our internal controls and establishing and reviewing the financial reporting process. The audit committee acts under a written charter adopted and approved in September 1997. The audit committee did not meet during the fiscal year ended May 31, 2009.
Nominating Committee
Our Board of Directors does not have a standing nominating committee. Our entire Board of Directors is responsible for this function. Due to the relatively small size of our company and the resulting efficiency of a Board of Directors that is also limited in size, our Board of Directors has determined that it is not necessary or appropriate at this time to establish a separate nominating committee. Our Board of Directors intends to review periodically whether such a nominating committee should be established.
Our Board of Directors uses a variety of methods for identifying and evaluating nominees for director. It regularly assesses the appropriate size of the Board of Directors, and whether any vacancies exist or are expected due to retirement or otherwise. If vacancies exist, are anticipated or otherwise arise, our Board of Directors considers various potential candidates for director. Candidates may come to their attention through current members of our Board of Directors, shareholders or other persons. These candidates are evaluated at regular or special meetings of our Board of Directors, and may be considered at any point during the year. Our Board of Directors will consider
Qualifications for consideration as a director nominee may vary according to the particular areas of expertise that may be desired in order to complement the qualifications that already exist among our Board of Directors. Among the factors that our directors consider when evaluating proposed nominees are their independence, financial literacy, business experience, character, judgment and strategic vision. Other considerations would be their knowledge of issues affecting our business, their leadership experience and their time available for meetings and consultation on company matters. Our directors seek a diverse group of candidates who possess the background skills and expertise to make a significant contribution to our Board of Directors, our company and our shareholders.
Item 11. Executive Compensation.
The following table sets forth all compensation awarded to, earned by or paid to the chief executive officer (“CEO”) of our company. We did not employ any other executive officers in fiscal 2009and fiscal 2008.
There were no equity awards for our named executive officer, including unexercised options, stock that has not vested and equity incentive plan awards, outstanding at fiscal year ended May 31, 2009.
Each non-employee director receives $1,500 for each Board meeting attended and is reimbursed for all out-of-pocket expenses incurred in connection with attendance at meetings of the Board or any committee thereof. Upon election to the Board of Directors, each non-employee director was granted five-year options to purchase 5,000 shares of Common Stock at an exercise price equal to fair market value of our Common Stock at the date of grant. In addition, directors serving on either the Audit Committee or the Compensation Committee were granted additional five-year options to purchase 2,500 shares our Common Stock at an exercise price equal to the fair market value of our Common Stock at the date of grant. These options vested immediately. The stock option plan expired on May 15, 2007 and all outstanding options held by the directors were surrendered on May 30, 2008 and cancelled.
The following table sets forth information with respect to director compensation during the year ended May 31, 2009:
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
The following table sets forth, as of August 07, 2009, the names, addresses and number of shares of common stock beneficially owned by (i) all persons known to our management to be beneficial owners of more than 5% of the outstanding shares of our common stock, (ii) each director of our company, (iii) each named Executive Officer and (iv) all executive officers and directors of our company as a group (except as indicated, each beneficial owner listed exercises sole voting power and sole dispositive power over the shares beneficially owned):
Our 1997 Stock Option and Long-term Incentive Compensation Plan expired on May 15, 2007, and as of May 31, 2008, we have no compensation plan under which shares of common stock may be issued. We have no equity compensation plans or arrangements that have not been approved by shareholders.
Item 13. Certain Relationships and Related Transactions.
Pursuant to an indemnification agreement, dated August 17, 2005, by and among us and Messrs. Irwin Balaban, Chairman of the Board, President and Chief Executive Officer of our company, Lawrence B. Klein and Herbert Goldman, directors of our company, we agreed to indemnify such persons for any losses they may incur resulting from their agreement to personally indemnify Avantcé RSI, LLC for certain losses it may incur in the event of our breach of representations, warranties and/or covenants set forth in the Asset Purchase Agreement, dated August 17, 2005.
Item 14. Principal Accountant Fees and Services.
Audit Fees. We incurred $35,000 for each of the fiscal years ended May 31, 2009 and 2008, respectively, for audit and review services by Eisner and Lubin LLP. Eisner & Lubin LLP has not performed any other services for us.
Our Board of Directors pre-approved the engagement of Eisner & Lubin LLP to act as our independent auditor for the fiscal year ending May 31, 2010. However, if our board identifies a suitable merger or acquisition partner and we enter into a business combination, it is likely that our Board of Directors will appoint the independent auditor retained by such merger or acquisition partner as our new independent auditor.
The exhibits required by this item are listed on the Exhibit Index attached hereto and are either filed herewith or incorporated herein by reference.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in Woodbury, New York, on August 07, 2009.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates stated:
