U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2011~~2012

¨o TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 000-52330

~~_______________________________________________~~AVRA Surgical Robotics, Inc.

(Exact name of registrant as specified in its charter)

RFG Acquisition II Inc.

(Exact name of registrant as specified in its charter)

____________________

Delaware			35-2277305
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)

c/o Stamell & Schager, LLP, 1 Liberty Plaza 35th Floor, New York, NY 10006 (Address of principal executive offices) (212) 566-4047 (Registrant’s telephone number, including area code)

(Address of principal executive offices)

(212) 566-4047

(Registrant’s telephone number, including area code)

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

None.

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

Common Stock, $0.0001 par value per share

(Title of Class)

Check whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ o No x

Check whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ¨o No x

Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨o

Check whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes xo No ¨o

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. xo

Check whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ¨o Accelerated Filer ¨o Non-accelerated Filer ¨o Smaller Reporting Company x (Do not check if a smaller reporting company.)

Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes xo No ¨x

As of ~~December~~June 3130, ~~2011~~2012, ~~there were~~ no ~~non-affiliate~~common ~~holders~~ equity of ~~common~~the ~~stock~~Company was held by non-affiliates of the ~~Company~~registrant.

~~APPLICABLE~~As ~~ONLY~~of TOMarch ~~CORPORATE~~29, ~~REGISTRANTS~~2013, there were 40,422,114 shares of the registrant’s common stock, par value $.0001, outstanding.

AsDOCUMENTS ofINCORPORATED ~~April~~BY ~~2, 2012, there were 2,500,000 shares of common stock, par value $.0001, outstanding.~~REFERENCE

None.

FORWARD-LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of ~~RFG~~AVRA ~~Acquisition~~Surgical IIRobotics, Inc. (the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

PART I

Item 1. Description of Business.

~~RFG~~We ~~Acquisition~~are ~~II Inc.~~a ~~(“we”,~~development ~~“us”,~~stage ~~“our”~~company orthat ~~the~~designs ~~“Company”)~~and ~~was~~intends ~~incorporated~~to inmanufacture the ~~State~~AVRA ofSurgical ~~Delaware on~~Robotic ~~August~~System 29(ASRS), ~~2006~~which ~~and~~will ~~maintains~~operate ~~its~~as ~~principal~~a ~~executive~~minimally ~~offices~~invasive atsurgical ~~c/o~~system. ~~Stamell~~At ~~& Schager~~present, ~~LLP,~~pursuant 1to ~~Liberty~~that ~~Plaza,~~certain ~~35th Floor,~~Development ~~New~~and ~~York,~~Manufacturing NYAgreement ~~10006. Since inception,~~ (the ~~Company~~“Development ~~has~~Agreement”) ~~been~~by ~~engaged in organizational efforts~~ and ~~obtaining~~between ~~initial~~our ~~financing. The~~80% ~~Company~~owned ~~was~~subsidiary, ~~formed~~MIS-Robotics asGmbH a(“MIS-Robotics”), ~~vehicle~~and toRG ~~pursue~~Mechatronics GmbH, a ~~business~~German ~~combination~~corporation ~~through~~(“RGM”), ~~the~~dated ~~acquisition~~as of, orOctober ~~merger~~22, ~~with~~2012, anwe ~~operating~~are ~~business. The~~in ~~Company~~the ~~filed~~process aof ~~registration~~building ~~statement~~prototypes, onmanufacturing ~~Form~~key ~~10-SB~~components ~~with the U.S. Securities~~ and ~~Exchange~~continuing ~~Commission~~with (the ~~“SEC”) on~~registration ~~November~~of ~~22, 2006, and since its effectiveness,~~ the ~~Company~~ASRS ~~has focused its efforts~~ to ~~identify~~receive a ~~possible~~CE ~~business~~mark ~~combination~~in Europe. ~~The~~ ~~Company~~After ~~selected~~finishing ~~December~~these 31processes aswe ~~its~~expect ~~fiscal~~to ~~year~~launch ~~end~~the system.

~~The~~Our ~~Company~~system is ~~currently considered~~expected to be aprocedurally ~~"blank~~competitive ~~check"~~with ~~company.~~other ~~The~~broad ~~U.S.~~multi-application ~~Securities~~systems and ~~Exchange~~furthermore, ~~Commission~~may ~~(the~~over ~~“SEC”)~~time ~~defines those~~be ~~companies~~utilized asin ~~"any~~more ~~development~~narrowly ~~stage~~defined ~~company~~procedures ~~that~~in isorthopedics, ~~issuing~~neurosurgery, adiagnosis ~~penny~~(ultrasound, ~~stock~~biopsy, ~~within~~skin ~~the~~scanning), ~~meaning~~therapy ofand ~~Section~~medical 3activities, ~~(a)(51)~~such ~~of the~~as ~~Securities~~seeding, ~~Exchange~~cryo-therapy ~~Act~~and ofHigh ~~1934,~~Intensity asFocused ~~amended~~Ultrasound (~~the~~ “~~Exchange Act~~HIFU”), ~~and~~many ~~that~~of ~~has~~which nomay ~~specific~~require ~~business~~a ~~plan~~single ~~or purpose~~arm, or ~~has~~a ~~indicated~~usage ~~that~~for ~~its~~which ~~business~~our ~~plan~~modular configuration is touniquely ~~merge with an unidentified company or companies~~tailored." ~~Under~~We ~~SEC~~are ~~Rule~~currently ~~12b-2~~focused ~~under~~ on the ~~Exchange~~development ~~Act,~~of the ~~Company~~ASRS ~~also~~to ~~qualifies~~maximize asits aadaptability ~~“shell~~through ~~company~~modular design,” ~~because~~size itand ~~has~~compelling nocost orcomparisons ~~nominal assets~~ (~~other~~system, ~~than cash)~~service and notools) orto ~~nominal~~current ~~operations~~systems. ~~Many~~We ~~states~~believe ~~have~~elements ~~enacted statutes, rules and regulations limiting the sale~~ of ~~securities~~our ~~of "blank~~products ~~check"~~qualify ~~companies~~for inpatent ~~their~~protection ~~respective~~and ~~jurisdictions.~~we ~~Management~~are ~~does~~planning ~~not intend~~ to ~~undertake~~file ~~any~~patent ~~efforts~~applications toin ~~cause a~~jurisdictions ~~market to develop~~ in ~~our~~which ~~securities, either debt or equity, until~~ we ~~have~~intend ~~successfully concluded a business combination. The Company intends~~ to ~~comply~~distribute ~~with~~as ~~the~~development ~~periodic reporting requirements~~ of ~~the~~our ~~Exchange~~products ~~Act for so long as it is subject to those requirements~~proceeds.

~~The~~Corporate Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.History

The ~~analysis~~Company ofwas ~~new business~~incorporated ~~opportunities~~in ~~will~~Delaware beon ~~undertaken~~August by29, or2006 under the ~~supervision~~name of"RFG ~~Berry~~Acquisition F.II ~~Cohen and Jared B~~Inc." ~~Stamell,~~as ~~both~~a ~~officers~~vehicle ~~and directors~~to ofpursue ~~the Company. Since our Registration Statement on Form 10-SB went effective, our management has had contact and discussions with representatives of other entities regarding~~ a business combination ~~with~~through ~~us,~~the ~~however,~~acquisition as of ~~this date~~, ~~the~~or ~~Company~~merger ~~has not entered into any definitive agreement~~ with, ~~any~~an ~~party~~operating business. ~~The~~We ~~Company~~filed ~~has~~a ~~unrestricted~~Registration ~~flexibility~~Statement inon ~~seeking,~~Form ~~analyzing~~10-SB ~~and~~with ~~participating in~~the ~~potential business opportunities~~U.S. InSecurities ~~its~~and ~~efforts~~Exchange toCommission ~~analyze potential acquisition targets,~~ (the ~~Company~~“SEC”) ~~will~~on ~~consider~~November ~~the~~22, ~~following kinds of factors:~~2006.

(Effective August 3, 2012, we changed our business purpose and focus from pursuing a business combination to designing, developing and manufacturing surgical robotic systems (the "Change of Business") ~~Potential~~. ~~for growth~~As a result, ~~indicated~~we byceased ~~new~~to ~~technology~~qualify as a "blank check" as defined under Rule 419 of the Securities Act of 1933, ~~anticipated~~as ~~market~~amended ~~expansion~~(the “Securities Act”) or ~~new~~a ~~products;~~“shell” company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

~~(b) Competitive position~~To asadvance ~~compared~~our toChange ~~other~~of ~~firms~~Business, ofwe ~~similar~~appointed ~~size~~a Chief Executive Officer, Stephen Sagolla, and ~~experience~~Chief ~~within~~Scientist ~~the~~and ~~industry~~Technical ~~segment~~Officer, asBernd ~~well~~Gombert, asand ~~within~~entered ~~the~~into ~~industry~~5 ~~as a~~year ~~whole;~~employment agreements with Mr. Sagolla and Mr. Gombert, effective August 2, 2012.

~~(c) Strength~~On August 3, 2012, we changed our name to "AVRA Surgical Robotics, Inc." by filing a Certificate of Ownership and ~~diversity~~ Merger with the Office of ~~management~~Secretary of State of Delaware. For the purpose of effecting the name change, ~~either~~on July 11, 2012, we incorporated a wholly-owned subsidiary ("Merger Sub") under the laws of the State of Delaware, in ~~place~~the orname ~~scheduled~~"AVRA ~~for~~Surgical ~~recruitment;~~Robotics, Inc.". On August 3, 2012, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and adopting the name of Merger Sub.

~~(d) Capital~~Recent requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;Developments

2On February 8, 2013, in furtherance of the goals and objectives of the Company, Mr. Sagolla resigned as our Chief Executive Officer, and was simultaneously appointed as the Company’s Senior Vice President for Marketing and Sales. Mr. Cohen resigned as President of the Company, and was simultaneously appointed as the Company’s Chief Executive Officer in addition to his role a director; and Mr. Stamell resigned as Chief Financial Officer, retaining his roles as Vice President, Secretary, Treasurer, General Counsel and a director. In addition, we appointed Sudhir Srivastava as President, A. Christian Schauer as Chief Financial Officer, and Bernd Gombert as Executive Vice President, in addition to his role as Chief Scientist and Technical Officer.

~~(e) The~~On ~~cost~~March ~~of participation~~1, by2013, Bernd Gombert terminated his employment agreement with the Company asand ~~compared~~resigned tofrom ~~the~~his ~~perceived~~positions ~~tangible~~as Executive Vice President and ~~intangible~~Chief ~~values~~Scientist and ~~potentials;~~Technical Officer, alleging non-payment of salary.

~~(f) The~~On ~~extent to~~March ~~which~~12, ~~the~~2013, ~~business~~Sudhir ~~opportunity~~Srivastava ~~can~~resigned befrom ~~advanced;~~his ~~and~~position as President of the Company.

~~(g) The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.~~1

InOn ~~applying~~March ~~the foregoing criteria~~29, ~~no one of which will be controlling~~2013, ~~management~~Barry ~~will~~Cohen ~~attempt~~was toelected ~~analyze~~President all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially 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. Due to the~~ Company's limited capital available for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired. In evaluating a prospective business combination, we will conduct as extensive a due diligence review of potential targets as possible given the lack of information which may be available regarding private companies, our limited personnel and financial resources and the inexperience of our management with respect to such activities. We expect that our due diligence will encompass, among other things, meetings with the target business’s incumbent management and inspection of its facilities, as necessary, as well as a review of financial and other information which is made available to us. This due diligence review will be conducted either by our ~~management~~Board or by unaffiliated third parties we may engage, including but not limited to attorneys, accountants, consultants or such other professionals. At this time the Company has not specifically identified any third parties that it may engage. The costs associated with hiring third parties to complete a business combination target may be significant and are difficult to determine as such costs may vary depending on a variety of ~~factors, including the amount of time it takes to complete a business combination, the location of the target company and the size and the complexity of the target company~~Directors. Our limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate a business combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or other associated with the target business seeking our participation.

~~The~~Industry time and costs required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty. The amount of time it takes to complete a business combination, the location of the target company and the size and complexity of the business of the target company are all factors that determine the costs associated with completing a business combination transaction. The time and costs required to complete a business combination transaction can be ascertained once a business combination target has been identified. Any costs incurred with respect to evaluation of a prospective business combination that is not ultimately completed will result in a loss to us.Overview

~~Competition~~Minimally Invasive Surgery (MIS)

InMinimally ~~identifying,~~invasive ~~evaluating and~~surgery ~~selecting~~(“MIS”) is a ~~target~~modern ~~business,~~surgical wetechnique ~~may~~in ~~encounter~~which ~~intense~~operations ~~competition~~are ~~from~~performed ~~other~~through ~~entities~~small ~~having a business objective similar to ours~~incisions. ~~There~~The ~~are~~technique ~~numerous~~was ~~“public~~first ~~shell”~~used ~~companies~~in ~~either~~the ~~actively~~early or20th ~~passively~~century, ~~seeking~~but ~~operating~~did ~~businesses~~not ~~with~~become ~~which to~~a ~~merge~~factor in ~~addition~~surgery tountil athe ~~large~~1980s. The number of ~~“blank~~procedures ~~check”~~performed ~~companies~~using ~~formed~~MIS ~~and~~grew ~~capitalized~~rapidly ~~specifically~~thereafter. toIn ~~acquire~~the ~~operating businesses.~~mid-1990s ~~Additionally,~~surgical werobotic ~~are~~systems ~~subject~~were todeveloped ~~competition~~with ~~from~~which ~~other~~surgeons ~~companies~~began ~~looking~~ to ~~expand~~perform ~~their~~MIS ~~operations~~remotely, ~~through~~using ~~the~~surgical ~~acquisition of~~instruments aattached ~~target~~to ~~business~~and manipulated using robotic arms. ~~Many~~Surgical ofapplications ~~these~~using ~~entities~~MIS are ~~well~~less ~~established~~traumatizing, and have ~~extensive~~resulted ~~experience~~in ~~identifying~~increased ~~and~~patient ~~effecting~~satisfaction ~~business combinations~~as ~~directly~~a orresult ~~through affiliates. Many~~ of ~~these~~less ~~competitors~~pain, ~~possess~~improved ~~greater~~wound ~~technical~~healing, ~~human~~decreased ~~and~~length ~~other~~of ~~resources~~hospital ~~than us~~stays and ~~our~~overall ~~financial~~recovery. ~~resources~~Hospitals ~~will~~have bebecome ~~relatively~~more ~~limited~~efficient ~~when~~as ~~contrasted~~surgeon ~~with~~acceptance ~~those~~ of ~~many~~MIS ofhas ~~these~~expanded ~~competitors.~~while ~~Our~~medical ~~ability to~~and ~~compete~~technical inadvantages ~~acquiring~~of ~~certain~~MIS ~~sizable~~facilities ~~target~~have ~~businesses~~become isa ~~limited~~competitive byfactor ~~our~~among ~~available~~well-established ~~financial~~healthcare ~~resources~~facilities. ~~This~~More ~~inherent~~recently, ~~competitive limitation~~MIS ~~gives~~is ~~others~~being anapplied ~~advantage~~to inoutpatient ~~pursuing~~and ~~the~~day ~~acquisition~~surgery ~~of a target business. Further, our outstanding warrants~~ and ~~the future~~we ~~dilution~~anticipate ~~they~~a ~~potentially~~sustainable ~~represent~~trend ~~may~~in ~~not~~this bedevelopment ~~viewed~~over ~~favorably~~the bynext ~~certain target businesses~~decade.

3Globally, the percentage of MIS procedures related to the overall number of major surgeries correlates positively with the maturity of a healthcare system. Our own research suggests that currently approximately 20% of the total number of surgeries could potentially utilize some application of MIS and we believe this proportion will expand going forward.

~~Any~~Recent ofresearch ~~these~~also ~~factors may~~indicates ~~place~~a usdefinitive atrelationship abetween ~~competitive~~the ~~disadvantage~~number of major surgeries in ~~successfully~~various ~~negotiating~~markets aand ~~business~~health ~~combination~~expenditures per capita. ~~Our~~The ~~management~~expected ~~believes,~~number ~~however, that~~of ~~our~~MIS ~~status~~procedures and the potential for robot-assisted MIS can depend as awell ~~public~~on ~~entity~~factors ~~and~~such ~~potential~~as ~~access~~economic tocapabilities, ~~the~~level ~~United~~of ~~States~~medical ~~public~~treatment ~~equity~~standards, ~~markets~~and ~~may~~maturity ~~give~~of ushealthcare ainfrastructures. ~~competitive~~It ~~advantage over~~is ~~privately-held~~worth ~~entities~~noting ~~with~~however athat, ~~business~~in ~~objective~~general, ~~similar~~we tobelieve ~~ours~~there is a clear tendency to ~~acquire~~expand ahealthcare ~~target~~services ~~business~~in onalmost ~~favorable~~all ~~terms~~societies.

IfWe webelieve ~~succeed~~that inMIS ~~effecting a business combination, there~~ will ~~be,~~continue ~~in all likelihood, intense competition from competitors of the target business. Many of our target business’ competitors are likely~~ to bedevelop ~~significantly~~in ~~larger~~patient ~~and~~use ~~have far greater financial~~ and ~~other~~surgical ~~resources than we will. Some of these competitors may be divisions or subsidiaries of large~~applications, ~~diversified companies that have access to financial resources of their respective parent companies. Our target business may not be able to compete effectively~~ with ~~these~~a ~~companies or~~continued ~~maintain~~increase ~~them~~in asmature ~~customers~~markets ~~while~~and ~~competing~~ with ~~them~~very ~~on other projects. In addition, it is likely that our target business will face~~ significant ~~competition~~growth ~~from~~opportunities ~~smaller companies that have specialized capabilities~~ in ~~similar~~emerging ~~areas.~~markets Wesuch ~~cannot~~as ~~accurately predict how our target business’ competitive position may be affected by changing economic conditions~~China, ~~customer requirements or technical developments. We cannot assure you that~~India, ~~subsequent~~and ~~to a business combination, we will have the resources to compete effectively~~Brazil.

~~Form~~Robotics ofin ~~Acquisition~~Minimally Invasive Surgery (MIS)

~~The~~We ~~manner~~believe inthat ~~which the~~robotically ~~Company~~performed ~~participates~~MIS inbuilds on and improves MIS and is now an ~~opportunity~~accepted ~~will~~surgical ~~depend~~technique. ~~upon~~In ~~the~~several ~~nature~~areas, offor ~~the~~example ~~opportunity~~prostatectomies, hysterectomies and cholecystectomies, MIS is increasingly used as the ~~respective~~alternative ~~needs~~to traditional open or hand-manipulated laparoscopic techniques. Surgeons and ~~desires~~patients ~~of the~~benefit ~~Company~~from improved precision and safety, less pain, scarring, blood loss, faster recovery and lower complication-rates. Furthermore and importantly, the ~~promoters~~robot ofassisted MIS procedure enables surgeons to perform more complicated surgeries with increased precision in the ~~opportunity~~small spaces in which surgeons operate. We believe that the Company’s surgical robotic products are designed to be more flexible, easier to use, and more accurate than the ~~relative~~systems ~~negotiating~~in ~~strength~~use today. We believe our system will give surgeons significantly improved capabilities for complicated procedures and the smooth and short-distance high-precision maneuvering of the ~~Company~~instrument tip and ~~such~~preadjustable ~~promoters~~scale of motion will give surgeons the capability to operate in very small areas of the human body.

ItThe is likely that the Company will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Company prior to such reorganization.Market

~~The~~At ~~present~~this ~~stockholders of~~time, the ~~Company~~da ~~will~~Vinci ~~likely~~system, ~~not~~produced ~~have~~by ~~control~~Intuitive ofSurgical Inc., is effectively the only surgical robotics device on the market providing a ~~majority~~range of broad scale applications. Intuitive’s system utilizes two or three arms for instruments plus an additional arm for the ~~voting~~imaging ~~securities~~device. ofIntuitive markets the ~~Company~~da ~~following~~Vinci asystem ~~reorganization~~for ~~transaction. As~~use ~~part~~in ofvarious ~~such~~soft atissue, ~~transaction~~cardiac, ~~the~~thoracic, ~~Company’s~~head ~~sole~~and ~~director~~neck ~~may~~as ~~resign~~well as otolaryngolgical procedures in adults and ~~one~~children. orIntuitive has reported that the da Vinci system was used in approximately 450,000 robot assisted MIS surgeries worldwide in 2012. Other MIS systems are typically restricted to more ~~new~~specific ~~directors~~purposes, ~~may~~such beas ~~appointed~~orthopedic ~~without any~~surgery ~~vote~~or bycardiac ~~stockholders~~catheter-lab applications.

InIt ~~the~~is ~~case~~estimated ofthat ~~an acquisition,~~ the ~~transaction~~total ~~may~~number beof ~~accomplished~~surgeries ~~upon~~that ~~the~~might ~~sole~~have ~~determination~~utilized ofsome ~~management~~application ~~without~~of ~~any~~MIS ~~vote~~(all orkinds) ~~approval~~worldwide byin ~~stockholders.~~2011 ~~In the~~was ~~case~~38 ofmillion, arepresenting ~~statutory~~almost ~~merger~~20% orof ~~consolidation~~an ~~directly~~overall ~~involving~~190 ~~the~~million ~~Company,~~major itsurgeries ~~will~~performed ~~likely~~in bethe ~~necessary~~world. toThe ~~call~~450,000 areported ~~stockholders' meeting~~robot ~~and~~assisted ~~obtain~~procedures ~~the~~represents ~~approval~~coverage of ~~the~~less ~~holders~~than 1% of athe ~~majority~~total ofMIS ~~the~~procedures ~~outstanding~~performed, ~~securities.~~although ~~The~~we ~~necessity~~cannot toestimate ~~obtain~~how ~~such~~many ~~stockholder approval~~of ~~may~~the ~~result~~surgeons incomprising ~~delay~~the ~~and~~38 ~~additional~~million ~~expense~~could inor ~~the~~would ~~consummation~~actually ofchoose ~~any~~robot ~~proposed~~assisted ~~transaction~~MIS. ~~and~~We ~~will~~believe, ~~also~~however, ~~give~~that ~~rise~~MIS ~~to certain~~procedures ~~appraisal~~and ~~rights~~the topenetration ~~dissenting~~rate ~~stockholders.~~of ~~Most~~robot ~~likely,~~assisted ~~management~~MIS procedures will ~~seek~~continue to ~~structure~~increase ~~any~~over ~~such~~the ~~transaction~~next soten ~~as not~~years, toespecially ~~require~~in ~~stockholder~~countries ~~approval~~outside the United States.

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.2

4Our Products

WeAVRA’s Surgical ~~presently~~Robotic ~~have~~System no employees apart from our management. Our officers and sole director are engaged in outside business activities and anticipate that they will devote to our business very limited time until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.-

~~Item~~Through 1Aour 80% owned subsidiary, MIS-Robotics, we are in the process of building prototypes, manufacturing key components and continuing with the registration of the ASRS to receive a CE mark in Europe. ~~Risk~~After ~~Factors~~finishing these processes we expect to launch the system. We believe our system will principally serve as a platform within the surgical workflow, providing state-of-the-art procedural applications through the concurrent integration of all the required information from the patient’s medical reference records. This workflow integration will include both the logistics of devices and apparatus that will improve the system’s capability through a modular, and adaptable system design.

AsThe aASRS ~~“smaller reporting~~is ~~company”~~composed asof ~~defined~~lightweight byrobot-arms, ~~Item~~a 10console ofas ~~Regulation S~~human-Kmachine-interface, ~~the~~data ~~Company~~and isinformation ~~not~~management, ~~required~~and toa ~~provide~~visioning ~~this~~system ~~information~~that will give surgeons a maximum of usability and convenience in their daily practice.

~~Item~~We 1Bbelieve that our novel technical design of joints and arms, consistent modular system architecture, implementation of industrial hardware and software standards, make the ASRS easier to learn, use and maintain. ~~Unresolved~~This ~~Staff~~product ~~Comments~~development strategy enables us to achieve a price point and life-cycle costs that are required in both mature and emerging markets.

~~As a “smaller reporting company” as defined by Item 10 of Regulation S~~Light-K,weight ~~the~~robotic ~~Company~~arms ~~is not required to provide this information.~~-

~~Item~~The 2basic ASRS employs four robotic arms with a weight-payload ratio that we believe is unavailable in the current surgical robotics market. ~~Description~~This allows robotic application for a vast range of ~~Property~~minimally invasive operations as well as with potential use in traditional open surgical procedures. As the intelligence is incorporated within the arms and joints, the ASRS can be configured with four arms or fewer and can be used in a single arm construct with applications such as in joint surgery in orthopedics. In a standard four arm configuration, one arm holds a visioning system while the remaining arms hold the instruments (one arm each dedicated to the left and right hands of the surgeon and another arm holding a standby-instrument, often required in complex procedures such as prostatectomy).

The ~~Company~~arms ~~neither rents~~can ~~nor~~be ~~owns~~mounted ~~any~~on ~~properties.~~a ~~The~~patient-side ~~Company~~cart, ~~utilizes~~placed next to the ~~office~~operating ~~space~~table ~~and~~as ~~equipment~~well ofas ~~its~~directly ~~management~~on atthe nooperating ~~cost.~~table ~~Management~~and ~~estimates such~~suspended ~~amounts~~from toan beoverhead ~~immaterial~~structure. ~~The~~This ~~Company~~unique ~~currently~~versatility ~~has~~is noone ~~policy~~of ~~with~~our ~~respect~~major development aims. Seeking to ~~investments~~employ orthe ~~interests~~latest technology common in ~~real~~other ~~estate~~industries, ~~real estate~~most ~~mortgages~~notably, orthe ~~securities~~aerospace industry, the robotic arms are modular with high degrees of integration. This, orwe ~~interests~~believe, inwill be a competitive advantage compared to other commercially available MIS systems with large footprint, ~~persons~~complicated ~~primarily~~mechanics. ~~engaged~~This inconstruction ~~real~~is ~~estate~~often ~~activities~~associated with significant costs of service and maintenance that remain major concerns of all healthcare organizations using robotic MIS devices.

~~Item~~The 3.surgeon’s ~~Legal~~console ~~Proceedings.~~–

~~There~~The ~~are~~console nomerges ~~material pending~~the ~~legal~~high-resolution ~~proceedings~~visioning toof ~~which~~ the ~~Company~~surgical field, ~~any~~the ~~executive~~data ~~officer,~~and ~~any~~information ~~owner~~management and action of ~~record~~the orrobotic ~~beneficially~~system ofto ~~more~~the ~~than~~biomedical ~~five~~and ~~percent of~~IT ~~any~~environment ~~class~~in ofthe ~~voting~~operating ~~securities~~theater. isIt will provide a ~~party~~newly ordeveloped ashuman-machine-interface to(HMI) ~~which~~for ~~any~~the maneuvering of ~~its~~both ~~property~~the isinstruments ~~subject,~~and the camera-head. We believe our proprietary algorithms will offer increased accuracy and nosafety ~~such~~and ~~proceedings~~that ~~are~~our ~~known~~console to incorporates a next generation HMI with the ~~Company~~latest technology. Through our overall ergonomic design, the console will enable the surgeon to beconduct ~~threatened~~procedures orwith ~~contemplated~~extended ~~against~~duration itwith less physical and mental stress than current MIS procedures.

~~Item~~Instruments ~~4. Mine Safety Disclosures.~~–

~~Not~~To ~~applicable~~provide the required capabilities to surgeons for increasingly complex procedures, we are continuously developing our range of instruments. These articulating instruments are designed to add greater degrees of freedom to the motion of the instrument tip. The tips of our various instruments carry the commonly known tools such as scissors, graspers, scalpels bi- and monopolar electro-cautery and others.

~~PART II~~ 3

~~Item~~Company ~~5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities.~~Strategy

~~Common~~The ~~Stock~~requirements from surgeons and hospitals vary significantly under different circumstances. We believe that our system is fully competitive with existing broad application systems and can also be customized to individual clinical needs ranging from single-arm application in orthopedics and small cavity surgery in pediatrics, to robotic MIS procedures most frequently performed today.

~~Our~~We ~~Certificate~~believe ~~of Incorporation~~that ~~authorizes~~ the ~~issuance~~ASRS ofdevice upwill to 100,000,000 shares of common stock, par value $.0001 per share (the “Common Stock”). The Common Stock is not listed on a publicly-traded market. As of April 2, 2012, there was 1 holder of record of the Common Stock.deliver:

5● a high degree of system versatility according to clinical and medical needs;

~~Preferred~~● ~~Stock~~workflow oriented system-design supporting integration of synchronized medical information;

~~Our~~● ~~Certificate~~newly ~~of Incorporation~~developed ~~authorizes~~built-in ~~the~~intelligence ~~issuance~~for ofsafety-management upand topatient-specific ~~10,000,000 shares of preferred stock, par value $.0001 per share (the “Preferred Stock”). The Company has not yet issued any of its preferred stock.~~customization;

~~Dividend~~● ~~Policy~~high mobility through light-weight arms with demonstrably improved weight-payload ratio;

~~The Company~~● ~~has~~improved ~~not~~service ~~declared~~and ormaintenance ~~paid~~features ~~any~~which ~~cash~~are ~~dividends~~designed ~~on its common stock and does not intend~~ to ~~declare~~reduce oroperational ~~pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors~~ and ~~will~~life-cycle ~~depend on the Company’s earnings, if any, its capital requirements and financial condition and such other factors as the Board of Directors may consider.~~ costs;

~~Securities~~● ~~Authorized~~a ~~for~~range ~~Issuance under~~of ~~Equity~~system ~~Compensation~~options ~~Plans~~that will be aligned with the needs and resources of the medical facility; and

~~The~~● ~~Company~~overall ~~does~~system-design ~~not have any equity compensation plans or any individual compensation arrangements with respect~~ to ~~its~~meet ~~common stock or preferred stock. The issuance of any of our common or preferred stock is within~~ the ~~discretion~~requirements ofin ~~our~~emerging ~~Board~~markets ofwhere ~~Directors,~~a ~~which~~less-complex ~~has~~device ~~the~~both ~~power~~in ~~to issue~~use ~~any~~and orconfiguration ~~all~~will ofbe ~~our authorized but unissued shares without stockholder approval~~advantageous.

~~Recent~~We ~~Sales~~anticipate that our ASRS may over time be utilized in more narrowly defined procedures: diagnosis (ultrasound, biopsy, skin scanning); therapy; and medical activities, such as seeding, cryo-therapy and High Intensity Focused Ultrasound (HIFU), many of ~~Unregistered~~which ~~Securities~~may require only a single arm, a usage for which we believe our modular configuration is uniquely tailored.

~~On September~~We ~~16,~~believe ~~2011,~~our ~~the~~system ~~Company~~will ~~entered~~serve ~~into~~as a ~~Securities~~platform ~~Purchase~~within ~~Agreement (~~the ~~"Purchase~~surgical ~~Agreement")~~workflow, ~~pursuant~~providing ~~to which~~ state-of-the-art ~~Company~~procedural ~~issued~~capabilities ~~and~~with ~~sold~~the ansynchronized ~~aggregate~~integration of ~~2,500,000~~all ~~shares~~necessary ofinformation from the ~~common~~patient’s ~~stock,~~medical ~~par~~record. ~~value~~Workflow ~~$0.0001~~related ~~per~~challenges ~~share~~such (as the ~~"Common Stock")~~logistics of ~~the~~devices, ~~Company~~materials toand ~~Granite~~even ~~Investor~~patients, ~~Group~~we think will be effectively addressed through our flat, ~~Inc~~modular and adaptable system design. ~~("Granite")~~This ~~for~~format, anwe ~~aggregate~~think, ~~purchase~~will ~~price~~also ~~equal~~contribute to ~~$25~~the acceptance of our system in emerging markets,~~000 (~~ as it simplifies the ~~"Purchase~~systems ~~Price")~~adaptation to those environments.

~~The proceeds~~Our ~~from~~development ~~the~~strategy ~~sale~~results ~~were~~in ~~used~~a tosystem ~~repurchase~~at an ~~aggregate~~anticipated ofprice ~~2,500,000~~point ~~shares~~that ofwe believe will open the ~~Company's~~market ~~Common~~to ~~Stock~~users ~~from~~who ~~John~~are W.capital ~~Branch, the~~constrained ~~Company's~~in ~~Secretary~~their ~~and~~medical ~~Richard~~device Fbudgets. ~~Beston,~~As ~~Jr.,~~private and public health insurers around the ~~Company's~~world ~~President~~are ~~and~~becoming ~~sole~~more ~~director~~cost-conscious, ~~immediately~~hospitals ~~prior~~are forced to re-evaluate their capital spending and find solutions that can reduce the ~~transaction, for~~cost anof ~~aggregate~~surgical ~~repurchase~~procedures ~~price~~as ~~equal~~well as remaining competitive. We believe that our system is particularly suitable to ~~$25~~respond to those concerns. Further,~~000,~~ ~~pursuant~~we tobelieve ~~the~~that ~~terms~~there ~~and~~are ~~conditions~~many ofsmaller asurgical ~~repurchase~~suites ~~agreement,~~and ~~dated~~even ~~September 16~~medical offices and centers, ~~2011~~for (which the ~~"Repurchase~~size ~~Agreement")~~and flexibility of our device will offer new operating opportunities.

~~No brokers~~Intellectual or finders were used and no commissions or other fees have been paid by the Company in connection with the sale of securities. The sale of stock was made in reliance upon the exemption from registration promulgated by Section 4(2) under the Securities Act of 1933, as amended.Property

The ~~descriptions~~ ofCompany ~~the~~designs ~~Purchase~~its ~~Agreement~~products ~~and~~after ~~the~~a ~~Repurchase~~review ~~Agreement~~of ~~herein~~existing ~~are~~patents ~~summaries and are qualified~~ in ~~their entirety by~~ the ~~provisions~~United ofStates ~~the Purchase Agreement~~ and the ~~Repurchase~~European ~~Agreement,~~Union ~~copies~~to ofreduce ~~which~~the ~~were~~risk ~~attached~~of asinfringement ~~exhibits~~claims toand ~~the~~files ~~Company’s Current~~patent ~~Report~~applications onas ~~Form~~its ~~8-K~~product ~~filed~~development ~~with~~proceeds ~~the~~for ~~SEC~~elements onof ~~September~~its ~~22,~~products ~~2011~~which ~~and~~qualify ~~incorporated~~for ~~herein~~patent ~~by reference~~protection.

~~Issuer~~The ~~Purchases~~Company, through our 80% owned subsidiary, MIS-Robotics, has filed seven patent applications in Germany relating to the control of ~~Equity~~robotic ~~Securities~~systems and robotic systems for minimally invasive surgery and for positioning robotic systems. The Company also plans to timely file in the US and other major jurisdictions where it intends to distribute its products and where the dates of our initial patent applications will give us a right of priority. Under international agreements, a patent application in one contracting country, such as Germany, is recognized as the filing date of a later application in another contracting country.

~~None~~Patents are granted for a fixed term and eventually expire. Upon expiration, the inventions claimed in a patent enter the public domain. There is no assurance that our patent applications will be granted or that patents granted will prevent others from developing competing products.

~~Item 6. Selected Financial Data.~~4

AsGovernment ~~a “smaller reporting company” as defined by Item 10 of~~ Regulation ~~S-K, the Company is not required to provide this information.~~

~~Item~~Foreign 7.Regulation ~~Management’s Discussion and Analysis of Financial Condition and Results of Operation~~-

6In order for us to market our products in other countries, we must obtain regulatory approvals and comply with extensive safety and quality regulations in other countries. These regulations, including the requirements for approvals or clearance and the time required for regulatory review, vary from country to country. Failure to obtain regulatory approval in any foreign country in which we plan to market our products may harm our ability to generate revenue and harm our business.

The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.Europe

~~The Company~~Commercialization ~~currently~~of ~~does~~medical ~~not~~devices ~~engage~~ in ~~any~~Europe ~~business~~is ~~activities~~regulated by the European Union. The European Union presently requires that ~~provide~~all ~~cash~~medical ~~flow~~products bear the CE mark, an international symbol of adherence to quality assurance standards and demonstrated clinical effectiveness. ~~During~~Compliance with the ~~next~~Medical ~~twelve~~Device ~~months~~Directive, weas ~~anticipate incurring~~certified ~~costs~~by ~~related~~a recognized European Competent Authority, permits the manufacturer to: affix the CE mark on its products.

~~(i)~~For ~~filing~~each ~~Exchange~~new ~~Act~~product ~~reports~~we develop, we will need to apply for permission to affix the CE mark to such products. In addition, we will be subject to annual regulatory audits in order to maintain CE mark permissions once we obtain them. We cannot be certain that we will be able to obtain permission to affix the CE mark for new or modified products or that we will continue to meet the quality and safety standards required to maintain the permissions we have already received. If we are unable to obtain or maintain permission to affix the CE mark to our products, we will no longer be able to sell our products in member countries of the European Union.

~~(ii) investigating, analyzing and consummating an acquisition.~~Japan

~~We believe~~Japan’s wePharmaceutical ~~will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers~~ and ~~additional~~Medical ~~amounts,~~Devices asAgency ~~necessary,~~(PMDA) torequires bemanufacturers ~~loaned~~ to orprepare ~~invested~~pre-market inapplications us(Class ~~by our stockholders~~II, ~~management~~III orand ~~other~~IV) ~~investors. As~~plus ofregistration ~~the~~dossiers ~~date of the period covered by this report, the Company has no funds~~ in ~~its~~Summary ~~treasury.~~Technical ~~There~~Document ~~are~~(STED) ~~no assurances that the Company will be able to secure any additional funding as needed. Currently~~format, however our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come dueetc. ~~Our ability to continue as a going concern is also dependant on our ability to find a suitable target company~~ and ~~enter~~pre-market ~~into~~submission a(Class ~~possible reverse merger with such company~~1). ~~Management’s~~ ~~plan~~Japan ~~includes~~does ~~obtaining~~not ~~additional~~accept ~~funds~~European byCE ~~equity~~Marking ~~financing~~certificates ~~through~~or anational ~~reverse~~ministry ~~merger~~approvals ~~transaction~~although ~~and/or related party advances~~European, ~~however~~US ~~there~~or isCanadian noapproval ~~assurance~~aids ofthe ~~additional~~registration ~~funding being available~~process.

The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.China

Since our Registration Statement on Form 10-SB went effective, our management has had contact and discussions with representatives of other entities regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In ~~that~~China ~~event,~~ we ~~will be~~expect ~~subject~~ to ~~numerous~~partner ~~risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination~~ with anlocal ~~entity~~dealers ~~in an industry characterized by a high level of risk,~~ and, ~~although~~regulatory ~~our~~consultancy ~~management will endeavor~~ to ~~evaluate~~prepare ~~the~~all ~~risks~~necessary ~~inherent~~files infor ~~a particular target business~~registration, ~~there~~SFDA ~~can be no assurance that we will properly ascertain or assess all significant risks~~No.15 ~~Our~~document ~~management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest~~ for ~~present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization~~classification. ~~This~~Depending ~~lack~~on ofthe ~~diversification should be considered a substantial risk in investing in us~~classification, ~~because~~we it will ~~not~~conduct ~~permit~~clinical ustrials toin ~~offset~~China ~~potential~~as ~~losses~~requested ~~from~~by ~~one~~the ~~venture against gains from another~~authorities.

The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations 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.India

7We expect to appoint an Indian authorized agent to deal on our behalf with the Medical Devices Division of the Central Drugs Standard Control Organization (CDCSO).

~~Liquidity and Capital Resources~~ Brazil

AsThe ofBrazilian ~~December~~product ~~31,~~registration ~~2011, the~~process ~~Company~~is ~~has~~similar noto ~~assets.~~the ~~This~~CE-certification ~~compares~~process with ~~assets~~initial ofsupervision ~~$66,~~resting ~~comprised exclusively of cash, as of December 31, 2010. The Company’s liabilities as of December 31, 2011 totaled $10,308, comprised exclusively of loans payable to stockholders. This compares~~ with ~~total~~ ~~liabilities~~the ofNational ~~$124,954,~~Institute ~~comprised~~ of ~~accounts payable~~Metrology, ~~accrued~~Quality ~~expenses, loans payable to stockholders~~ and ~~accrued interest payable, as of December 31, 2010~~Technology. ~~The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.~~

The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the years ended December 31, 2011 and 2010, and for the cumulative period from August 29, 2006 (Inception) to December 31, 2011.Canada

	Fiscal Year Ended December 31, 2011			Fiscal Year Ended December 31, 2010			For the Cumulative Period from August 29, 2006 (Inception) to December 31, 2011
Net Cash (Used in) Operating Activities	$	(26,274	)	$	(25,715	)	$	(167,718	)
Net Cash (Used in) Investing Activities		-			-			-
Net Cash Provided by Financing Activities	$	26,208		$	24,500		$	167,718
Net Increase (Decrease) in Cash	$	(66	)	$	(1,215	)		-

The Canadian product registration process is similar to the US FDA device approval process.

~~The~~FDA ~~Company~~Premarket ~~has~~Clearance ~~nominal assets~~ and ~~has~~Approval ~~generated~~Requirements no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. We believe we will be able to meet these costs through additional borrowing from the existing line of credit agreements. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.–

~~Results~~Unless an exemption applies, each medical device that we intend to market in the U.S. must first receive either "510(k) clearance" or "PMA approval" from the U.S. Food and Drug Administration (“FDA”) pursuant to the Federal Food, Drug, and Cosmetic Act. The FDA's 510(k) clearance process usually takes from four to 12 months, but it can last longer. The process of ~~Operations~~obtaining PMA approval is much more costly, lengthy and uncertain. It generally takes from one to three years or even longer. We cannot be sure that 510(k) clearance or PMA approval will be obtained in the future for any product we propose to market.

The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company from August 29, 2006 (Inception) to December 31, 2011. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern. The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates. 5

8The FDA decides whether a device must undergo either the 510(k) clearance or PMA approval process based upon statutory criteria. These criteria include the level of risk that the agency perceives is associated with the device and a determination whether the product is similar to devices that are already legally marketed. Devices deemed to pose relatively less risk are placed in either class I or II, which requires the manufacturer to request 510(k) clearance, unless an exemption applies. The manufacturer must demonstrate that the proposed device is "substantially equivalent" in intended use, safety and effectiveness to a legally marketed "predicate device" that is either in class I, class II, or is a "preamendment" class III device, one that was in commercial distribution before May 28, 1976, for which the FDA has not yet called for submission of a PMA application. After a device receives 510(k) clearance, any modification to the device that could significantly affect its safety or effectiveness, or that would constitute a major change in its intended use, requires a new 510(k) clearance or could require a PMA approval.

~~For~~Devices deemed by the ~~fiscal~~FDA ~~year ended~~to ~~December~~pose 31the greatest risk, ~~2011~~such as life-sustaining, ~~the~~life-supporting ~~Company~~or ~~had~~implantable adevices, ~~net~~or ~~loss~~devices ofdeemed ~~$29,103,~~not ~~consisting~~substantially ofequivalent ~~legal,~~to ~~accounting,~~a ~~audit,~~legally ~~and~~marketed ~~other~~predicate ~~professional service~~device, ~~fees~~are ~~incurred~~placed in ~~relation~~class III. Such devices are required to undergo the ~~preparation~~PMA ~~and~~approval ~~filing~~process ofin which the ~~Company’s~~manufacturer ~~periodic~~must ~~reports~~prove ~~and~~the ~~general,~~safety ~~administrative,~~ and ~~interest~~effectiveness ~~expenses~~of the device to the FDA's satisfaction.

~~For~~A PMA application must provide extensive preclinical and clinical trial data as well as information about the ~~fiscal~~device ~~year ended~~and ~~December~~its 31components regarding, ~~2010~~among other things, ~~the~~device ~~Company~~design, ~~had~~manufacturing aand ~~net~~labeling. ~~loss~~As part of ~~$30~~the PMA review,~~732,~~ ~~consisting~~the ofFDA ~~legal~~will inspect the manufacturer's facilities for compliance with Good Manufacturing Practice requirements, ~~accounting~~which include elaborate testing, ~~audit~~control, documentation and other ~~professional service~~quality ~~fees~~assurance ~~incurred~~procedures. inDuring ~~relation~~the FDA's review, an FDA advisory committee, typically a panel of clinicians, likely will be convened to review the ~~preparation~~application and ~~filing~~recommend ofto the ~~Company’s~~FDA ~~periodic~~whether, ~~reports~~or ~~and~~upon ~~general~~what conditions, ~~administrative~~the device should be approved. Although the FDA is not bound by the advisory panel decision, ~~and~~ ~~interest~~the ~~expenses~~panel's recommendation is important to the FDA's overall decision making process. If the FDA's evaluation of the PMA application is favorable, the FDA typically issues an "approvable letter" requiring the applicant's agreement to comply with specific conditions or to supply specific additional data or information in order to secure final PMA approval.

~~For~~Once the ~~cumulative period~~approvable ~~from~~letter ~~August~~conditions 29are satisfied, ~~2006~~the ~~(Inception)~~FDA towill ~~December~~issue ~~31,~~a ~~2011~~PMA order for the approved indications, which can be more limited than those originally sought by the ~~Company~~manufacturer. ~~had~~The aPMA ~~net~~order ~~loss~~can include post-approval conditions that the FDA believes necessary to ensure the safety and effectiveness of ~~$183~~the device including,~~991~~ ~~comprised~~among ofother ~~legal~~things, ~~accounting~~restrictions on labeling, ~~audit~~ promotion, sale and ~~other~~distribution. ~~professional~~Failure ~~service~~to ~~fees~~comply ~~incurred~~with the conditions of approval can result in ~~relation~~an toenforcement ~~the~~action, ~~formation~~including withdrawal of the ~~Company~~approval. The PMA process can be expensive and lengthy, ~~the~~and ~~filing~~no ofassurance ~~the~~can ~~Company’s Registration~~be ~~Statement~~given onthat ~~Form~~any ~~10-SB~~PMA inapplication ~~November~~will ever be approved for marketing. After approval of ~~2006~~a PMA, ~~the~~a ~~preparation~~new ~~and~~PMA ~~filing~~or ofPMA supplement may be required in the ~~Company’s~~event ~~periodic~~of ~~reports,~~modifications ~~and general,~~to ~~administrative~~the device, ~~and~~its ~~interest~~labeling ~~expenses~~or its manufacturing process.

~~Off-Balance~~A ~~Sheet~~clinical ~~Arrangements~~trial may be required to support a 510(k) submission and generally is required for a PMA application. Such trials generally require an investigational device exemption application, or IDE, approved in advance by the FDA for a specified number of patients and study sites, unless the product is deemed an insignificant risk device eligible for more abbreviated IDE requirements. The IDE must be supported by appropriate data, such as animal and laboratory testing results. Clinical trials may begin if the FDA and the appropriate institutional review boards at the clinical trial sites approve the IDE. Trials must be conducted in conformance with FDA regulations and institutional review board requirements. The sponsor or the FDA may suspend these trials at any time if they are deemed to pose unacceptable health risks or if the FDA finds deficiencies in the way they are being conducted. Data from clinical trials are often subject to varying interpretations that could delay, limit or prevent FDA approval.

~~The~~We ~~Company~~will ~~does~~be ~~not have~~subject ~~any~~to ~~off-balance~~inspection ~~sheet~~and ~~arrangements~~market surveillance by the FDA to determine compliance with regulatory requirements. If the FDA finds that we have orfailed ~~are~~to ~~reasonably~~comply, ~~likely~~the toagency ~~have~~can institute a ~~current~~wide orvariety ~~future effect~~of onenforcement ~~the~~actions, ~~Company’s~~ranging ~~financial~~from ~~condition,~~a ~~changes~~public inwarning ~~financial~~letter ~~condition~~to more severe sanctions. The FDA also has the authority to request repair, ~~revenues~~replacement or ~~expenses,~~refund ~~results~~of the cost of ~~operations, liquidity,~~any ~~capital~~medical ~~expenditures~~device manufactured or ~~capital~~distributed ~~resources~~by ~~that~~us. isOur ~~material~~failure to ~~investors~~comply with applicable requirements could lead to an enforcement action that may have an adverse effect on our financial condition and results of operations.

~~Contractual Obligations~~6

~~As a “smaller reporting company” as defined by~~ Item 101A. ofRisk ~~Regulation S-K, the Company is not required to provide this information~~Factors.

As a “smaller reporting company” as defined by Item ~~7A.~~10 ~~Quantitative~~of ~~and~~Regulation ~~Qualitative~~S-K, ~~Disclosures~~the ~~about~~Company ~~Market~~is ~~Risk~~not required to provide this information.

~~As a “smaller reporting company” as defined by~~ Item 101B. Unresolved ofStaff ~~Regulation S-K, the Company is not required to provide this information~~Comments.

As a “smaller reporting company” as defined by Item 8.10 ~~Financial~~of ~~Statements~~Regulation ~~and~~S-K, ~~Supplementary~~the ~~Data~~Company is not required to provide this information.

~~Audited financial~~Item ~~statements~~2. ~~begin~~Description ~~on the following page~~ of ~~this report~~Property.

9The Company neither leases nor owns any properties. We currently utilize office space and equipment located at 1 Liberty Plaza, 35th Floor, New York, NY 10006. The office space and equipment are provided to us at no cost by Stamell & Schager, LLP. Our subsidiary, MIS-Robotics, leases office space in Seefeld, Germany from ezm, a German entity owned by Bernd Gombert, our former Executive Vice President and Chief Scientist and Technical Officer, under a three-year lease commencing August 1, 2012. The monthly rent and utilities total approximately $3,000 plus 19% Value Added Tax ("VAT"). The lease may be extended for one year.

~~RFG~~Item ~~ACQUISITION~~3. IILegal ~~INC~~Proceedings.

(AThe ~~Development~~Company ~~Stage~~is ~~Company)~~not currently a party to any legal proceedings.

~~Table~~Item of4. ~~Contents~~Mine Safety Disclosures.

~~December~~Not ~~31, 2011~~applicable.

		Page
Report of Independent Registered Public Accounting Firm		F-2
Financial Statements:
Balance Sheets		F-3
Statements of Operations		F-4
Statements of Stockholders’ Equity (Deficiency)		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7 to F-10

PART II

~~F-1~~Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities.

~~REPORT~~There OFis ~~INDEPENDENT REGISTERED~~not ~~PUBLIC~~currently, ~~ACCOUNTING~~and ~~FIRM~~there has never been, any market for any of our securities. Our securities are not eligible for trading on any national securities exchange or any over-the-counter markets, including the OTC Bulletin Board or the quotation systems of the OTC Markets, and we cannot assure you that they will become eligible. In connection with the Company’s contemplated public offering, we intend to arrange for a registered broker-dealer to apply to have our common stock quoted on the OTC Bulletin Board and on the OTCQB.

~~To the Board of Directors and Stockholders of~~General

~~RFG~~We ~~Acquisition~~are IIauthorized by our Certificate of Incorporation to issue an aggregate of 110,000,000 ~~Inc~~shares of capital stock, of which 100,000,000 are shares of common stock, par value $.0001 per share and 10,000,000 are shares of preferred stock, par value $.0001 per share. As of March 29, 2013, 40,422,114 shares of our common stock and zero shares of our preferred stock were issued and outstanding. As of March 29, 2013, there were 62 holders of record of our common stock.

~~New~~Dividend ~~York, NY~~Policy

We have ~~audited~~never ~~the~~paid ~~accompanying~~cash ~~balance sheets~~dividends ofon ~~RFG~~our ~~Acquisition~~securities ~~II,~~and ~~Inc.~~we (ado ~~development~~not ~~stage~~anticipate ~~company)~~paying ~~(the~~any ~~“Company”)~~cash asdividends ofon ~~December~~our ~~31,~~shares ~~2011,~~of ~~and~~common ~~2010, and~~stock in the ~~related~~foreseeable ~~statements~~future. We ofintend ~~operations,~~to ~~stockholders’~~retain ~~equity/(deficiency),~~any ~~and~~future ~~cash~~earnings ~~flows~~ for ~~each~~reinvestment ~~of the years~~ in ~~the two-year~~our ~~period~~business. Any ~~ended~~future ~~December~~determination ~~31,~~to ~~2011,~~pay ~~and~~cash ~~the~~dividends ~~cumulative~~will ~~period~~be ~~August~~at ~~29,~~the ~~2006~~discretion ~~(inception)~~of ~~through~~our ~~December~~board 31of directors, ~~2011.~~and ~~The~~will ~~Company’s management~~be isdependent ~~responsible~~upon ~~for~~our ~~these~~ financial ~~statements.~~condition, ~~Our~~results ~~responsibility~~of isoperations, tocapital ~~express~~requirements anand ~~opinion~~such onother ~~these~~factors ~~financial~~as ~~statements based~~our onboard ~~our~~of ~~audits~~directors deems relevant.

WeSecurities ~~conducted~~Authorized 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~~Issuance ~~audit~~under ~~procedures~~Equity ~~that~~Compensation 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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.Plans

InWe ~~our~~do ~~opinion,~~not ~~the~~have ~~financial~~any ~~statements referred~~equity tocompensation ~~above~~plans ~~present~~or ~~fairly,~~any inindividual ~~all~~compensation ~~material~~arrangements ~~respects,~~with ~~the~~respect ~~financial~~to ~~position~~our ~~of RFG Acquisition II~~securities, ~~Inc.~~although aswe ofmay ~~December~~adopt ~~31, 2011~~such ~~and~~plans ~~2010,~~or ~~and~~enter ~~the~~into ~~results~~such ofarrangements ~~its operations and its cash flows for each of the years~~ in the two-year period ended December 31, 2011, and the cumulative period August 29, 2006 (inception) through December 31, 2011, in conformity with accounting principles generally accepted in the United States of Americafuture.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company is in the development stage and has incurred net losses from inception. This raises substantial doubt about its ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.7

~~/s/~~Recent ~~Raich~~Sales ~~Ende~~of ~~Malter~~Unregistered ~~& Co. LLP~~Securities

~~Raich~~The ~~Ende~~following ~~Malter~~summarizes &all ~~Co.~~sales ~~LLP~~of unregistered securities by us during the fiscal year ended December 31, 2012.

~~New~~On ~~York~~July 30, ~~New~~2012, ~~York~~the Company issued 22,500,000 shares of common stock to its then sole shareholder at par value.

~~March~~On 30August 21, 2012, we entered into a common stock purchase agreement with HeartWare, Inc., a Delaware corporation ("HeartWare"), pursuant to which we issued and sold to HeartWare an aggregate of 329,064 shares of common stock for an aggregate purchase price equal to $1,000,000. The proceeds from the sale were paid on August 22, 2012.

F-On December 19, 2012, we sold (1) an aggregate of 50,000 shares of common stock and (2) a four-year redeemable warrant (the “Warrant”) to purchase 50,000 shares of common stock, exercisable at an exercise price of $5.00 per share to an accredited investor for an aggregate purchase price equal to $150,000 pursuant to the terms and conditions of a securities purchase agreement, dated December 19, 2012 (the “Initial Purchase Agreement”).

~~RFG~~In ~~ACQUISITION~~November IIand ~~INC~~December 2012, the Company issued and sold an aggregate of 180,920 shares of common stock to accredited investors for an aggregate purchase price equal to $550,000 pursuant to the terms and conditions of a securities purchase agreement, dated December 31, 2012 (the “Subsequent Purchase Agreement”).

On December 31, 2012, we entered into common stock purchase agreements with 41 accredited investors, including Barry Cohen, our Chief Executive Officer and a director, Stamell & Schager, LLP, an affiliate of Jared Stamell, our Vice President, Secretary, Treasurer, and a director, and Granite, dated as of December 31, 2012 (Athe ~~Development~~“December ~~Stage~~Purchase Agreements”), all of which were investors of AVRA Surgical Inc., an entity that is affiliated with the Company ad its management; that invested in the Company with the intent of investing in a surgical robotics company (the “Original AVRA Investment”). In accordance with the terms of the December Purchase Agreements and for the purpose of satisfying the intent of the Original AVRA Investment, we sold an aggregate of 10,919,254 shares of our common stock in a private placement, at a per share purchase price equal to $0.0001 par value for aggregate gross proceeds of approximately $1,092.

~~Balance~~On ~~Sheets~~January 31, 2013, the Company issued and sold an aggregate of 350,000 shares of common stock and issued (1) warrants for 100,000 shares of common stock with an exercise price of $5.00 per share and expiring on December 31, 2016 and (2) warrants to purchase 400,000 shares of common stock with an exercise price of $5.00 per share and expiring on December 31, 2015 to three accredited investors, including Dr. Sudhir Srivastava, our former President, at a per share price equal to $0.0001 for aggregate gross proceeds of $35.00 pursuant to the terms and conditions of a securities purchase agreement, dated January 31, 2013 substantially in the form of the Initial Purchase Agreement.

	December 31, 2011			December 31, 2010
Assets
Current Assets
Cash	$	-		$	66
Total Assets	$	-		$	66
Liabilities and Stockholders' (Deficiency)
Current Liabilities
Accounts payable and accrued expenses	$	-		$	400
Total Current Liabilities		-			400
Long Term Liabilities
Loan payable - stockholders		10,308			111,510
Accrued interest payable		-			13,044
Total Long Term Liabilities		10,308			124,554
Total Liabilities		10,308			124,954
Commitments and Contingencies		-			-
Stockholders' (Deficiency)
Preferred stock, $.0001 par value; 10,000,000 shares authorized;
none issued and outstanding		-			-
Common stock, $.0001 par value; 100,000,000 shares
authorized; 2,500,000 shares issued and outstanding		250			250
Additional paid-in capital		173,433			29,750
Deficit accumulated during the development stage		(183,991	)		(154,888	)
Total Stockholders' (Deficiency)		(10,308	)		(124,888	)
Total Liabilities and Stockholders' Equity/(Deficiency)	$	-		$	66

On February 20, 2013, the Company issued and sold an aggregate of 633,597 shares of common stock to eleven accredited investors at a price per share equal to $1.50 for aggregate gross proceeds of $950,400 pursuant to the terms and conditions of those certain Securities Purchase Agreements, dated February 20, 2013 (the “February Purchase Agreements”).

~~See~~On ~~Notes~~March 12, 2013, the Company issued and sold an aggregate of 117,371 shares of common stock to ~~Financial~~an ~~Statements~~accredited investor at a price per share equal to $2.13 for aggregate gross proceeds of $250,000 pursuant to the terms and conditions of those certain Securities Purchase Agreements, dated March 12, 2013 (the “March Purchase Agreement”).

~~F-3~~On March 25, 2013, the Company issued and sold (i) an additional 590,500 shares of common stock to three accredited investors at a price per share equal to $0.0001 and a warrant to purchase 400,000 shares of common stock, exercisable at an exercise price of $5.00 per share and expiring on December 31, 2015 to one of the investors pursuant to certain Securities Purchase Agreements substantially in the form of the December Purchase Agreements for aggregate gross proceeds of approximately $59.05; (ii) an additional 16,666 to an accredited investor at a price per share equal to $1.50 pursuant to a certain Securities Purchase Agreement substantially in the form of the February Purchase Agreement for aggregate gross proceeds of approximately $25,000; and (iii) an additional 234,742 shares of common stock to an accredited investor at a price per share equal $2.13 pursuant to a certain Securities Purchase Agreement substantially in the form of the March Purchase Agreement for aggregate gross proceeds of approximately $500,000.

~~RFG~~ No ~~ACQUISITION~~brokers IIor ~~INC~~finders were used and no commissions or other fees have been paid by the Company in connection with the sale of securities described above. The sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly, were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof and the rules promulgated thereunder. Each of the above-referenced investors represented to us, as applicable, in connection with their investment that they were “accredited investors” (as defined by Rule 501 under the Securities Act) and were acquiring the shares for investment and not for distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The investors received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. The sales of the foregoing securities were made without any form of general solicitation or advertising and all of the foregoing securities are deemed restricted securities for purposes of the Securities Act.

~~(A Development Stage Company)~~8

~~Statements~~Issuer Purchases of ~~Operations~~ Equity Securities

	For the Year Ended December 31, 2011			For the Year Ended December 31, 2010			For the Period August 29, 2006 (Inception) Through December 31, 2011
Revenues	$	-		$	-		$	-
General and administrative expenses	$	29,930		$	25,960		$	171,774
(Loss) before other income/expenses		(29,930	)		(25,960	)		(171,774	)
Other (income)		(4,056	)		-			(4,056	)
Interest expense		3,229			4,772			16,273
Loss before benefit from income taxes		(29,103	)		(30,732	)		(183,991	)
Benefit from income taxes		-			-			-
Net (Loss)	$	(29,103	)	$	(30,732	)	$	(183,991	)
Basic and Diluted (Loss) Per Share	$	(0.01	)	$	(0.01	)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted		2,500,000			2,500,000

None.

~~See~~Item ~~Notes~~6. Selected to Financial ~~Statements~~ Data.

FAs a “smaller reporting company” as defined by Item 10 of Regulation S-4K, the Company is not required to provide this information.

~~RFG~~Item ~~ACQUISITION~~7. Management’s IIDiscussion ~~INC.~~and Analysis of Financial Condition and Results of Operation

(AYou ~~Development~~should ~~Stage~~read ~~Company)~~the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing under Item 8 of this Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business and expected financial results, includes forward-looking statements that involve risks and uncertainties.

~~Statements of Stockholders’’ Equity/(Deficiency)~~Overview

~~For~~ We are a development stage company and have not earned any revenues from operations to date. It is unlikely that we will have any revenues unless and until our products are ready for commercial manufacturing and have received regulatory approval in the ~~Period~~markets ~~August~~where 29they will be sold. Since inception, ~~2006~~the ~~(Inception)~~Company ~~Through~~has relied primarily on sales of our securities to fund our operations. The Company has never been profitable and cannot be assured that we will be profitable in the future. From inception through December 31, ~~2011~~2012, our loss from operations totaled $7,302,287 and our net loss for the year ended December 31, 2012 totaled $7,118,296.

	Preferred Stock				Common Stock						Subscription			Additional Paid-in			Deficit Accumulated During the Development			Stockholders' Equity/
	Shares		Amount		Shares			Amount			Receivable			Capital			Stage			(Deficiency)
August 29, 2006 - common stock subscription		-	$	-		2,500,000		$	250		$	(250	)	$	-		$	-		$	-
August 31, 2006 – contributed capital		-		-		-			-			250			29,750			-			30,000
Net (Loss)		-																(28,511	)		(28,511	)
Balance at December 31, 2006		-		-		2,500,000			250			-			29,750			(28,511	)		1,489
Net (Loss)		-		-		-			-			-			-			(34,932	)		(34,932	)
Balance at December 31, 2007		-		-		2,500,000			250						29,750			(63,443	)		(33,443	)
Net (Loss)		-		-		-			-			-			-			(30,801	)		(30,801	)
Balance at December 31, 2008		-		-		2,500,000			250			-			29,750			(94,244	)		(64,244	)
Net (Loss)		-		-		-			-			-			-			(29,912	)		(29,912	)
Balance at December 31, 2009		-		-		2,500,000			250						29,750			(124,156	)		(94,156	)
Net (Loss)		-		-		-			-			-			-			(30,732	)		(30,732	)
Balance at December 31, 2010		-		-		2,500,000			250			-			29,750			(154,888	)		(124,888	)
September 16, 2011- Conversion of Loans Payable and Related Accrued Interest to Additional Paid-In Capital		-		-		-			-			-			143,683			-			143,683
September 16, 2011-Sale of Common Stock		-		-		2,500,000			250			-			24,750			-			25,000
September 16, 2011-Purchase of Common Stock		-		-		(2,500,000	)		(250	)		-			(24,750	)		-			(25,000	)
Net (loss)		-		-		-			-			-			-			(29,103	)		(29,103	)
Balance at December 31, 2011		-	$	-		2,500,000		$	250		$	-		$	173,433		$	(183,991	)	$	(10,308	)

Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential by devoting our efforts to designing, developing and manufacturing surgical robotic systems. In order to attain this goal, we, through our 80% owned subsidiary, MIS-Robotics, entered into the Development Agreement with RGM, pursuant to which we are in the process of building prototypes, manufacturing key components and continuing with the registration of the ASRS to receive a CE mark in Europe. After finishing these processes we expect to launch the system.

~~See~~Pursuant ~~Notes~~to this agreement, RGM is to ~~Financial~~engineer ~~Statements~~ and develop all components and systems and initially manufacture robotic products for surgical applications and to deliver for each product all drawings, specifications and tooling necessary for manufacturing. Under the terms of the Development Agreement we are responsible for establishing the specifications for each robotic system and RGM is to provide all work, labor and services required to realize the development of the products. As such, our ability to effectively deliver products may be significantly impacted if RGM is unable to perform its obligations under the Development Agreement and we may be unable to develop our business as planned.

~~F-5~~The Company expects to continue to require substantial funds for research and development, to continue to develop our MIS system. The Company plans to meet our operating cash flow requirements by raising additional funds from the sale of our securities and, whenever possible, by entering into development partnerships, like our partnership with RGM, to assist us with our technology development activities. We may also consider selling certain assets or entering into a transaction such as a merger with a business complimentary to ours.

~~RFG~~During ~~ACQUISITION~~the IIfiscal ~~INC~~year ended December 31, 2012, the Company has raised an aggregate of $1,701,092 in connection with the closing of private placement offerings of the Company’s common stock and warrants. While we have been successful in raising funds to fund our operations since inception and we believe that we will be successful in obtaining the necessary financing to fund our operations going forward, we do not have any committed sources of funding and there are no assurances that we will be able to secure additional funding. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, if the efforts noted above are not successful, it would raise substantial doubt about the Company’s ability to continue as a going concern. If we cannot obtain financing, then we may be forced to further curtail our operations or consider other strategic alternatives. Even if we are successful in raising the additional financing, there is no assurance regarding the terms of any additional investment and any such investment or other strategic alternative would likely substantially dilute our current stockholders.

~~(A Development Stage Company)~~9

~~Statements~~Emerging ~~of CASH~~Growth ~~FLOWS~~Company

	For the Year Ended December 31, 2011			For the Year Ended December 31, 2010			For the Period August 29, 2006 (Inception) Through December 31, 2011
Cash Flows from Operating Activities
Net (loss)	$	(29,103	)	$	(30,732	)	$	(183,991	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
(Decrease)/increase in accounts payable
and accrued expenses		(400	)		245			-
(Decrease)/ Increase in accrued interest payable		3,229			4,772			16,273
Net cash (used in) operating activites		(26,274	)		(25,715	)		(167,718	)
Cash Flows from Financing Activities
Professional fees paid by related party on behalf of the Company		7,500						7,500
Proceeds from issuance of common stock		25,000			-			55,000
Redemption of common stock		(25,000	)		-			(25,000	)
Proceeds from stockholder loans		18,708			24,500			130,218
Net cash provided by financing activities		26,208			24,500			167,718
Net (decrease) in cash		(66	)		(1,215	)		-
Cash at beginning of period		66			1,281			-
Cash at end of period	$	-		$	66		$	-
Supplemental Disclosures of Cash Flow Information
Non-cash Financing Activities:
Conversion of loan payable - stockholders and related accrued interest to additional paid-in capital	$	136,183		$	-		$	136,183
Conversion of loans payable-related party to additional paid-in capital		7,500		$	-			7,500
	$	143,683		$	-		$	143,683

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

~~See~~Liquidity ~~Notes~~and toCapital ~~Financial Statements~~ Resources

~~F-6~~As of December 31, 2012, the Company had $406,565 in cash and a stockholders’ deficiency of $2,479,152. This compares with $0 cash and a stockholders’ deficiency of $10,308 as of December 31, 2011. The Company had liabilities that totaled $3,330,661 as of December 31, 2012, comprised of $1,808,049 in accounts payable and accrued expenses and $1,522,612 in loans payable to affiliates and stockholders. This compares to the Company’s total liabilities of $10,308 as of December 31, 2011, comprised of a stockholder loan. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

~~RFG~~The ~~ACQUISITION~~Company IIraised ~~INC~~$1,701,092 in equity capital during the year ended December 31, 2012 through a series of private placements. Additionally, a related company and a stockholder have loaned an aggregate of $1,512,304 to the Company. The Company is dependent on its ability to continue to raise equity capital. On February 12, 2013, the Company filed the Registration Statement with the SEC to register shares in order to raise up to $15,300,000. There is no guarantee that the proposed sale of shares under the Registration Statement will be successful and if not successful, the Company will need to seek other avenues for the necessary capital to continue its development program.

(AThe ~~Development~~following ~~Stage~~is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the year ended December 31, 2012 and 2011 and for the period from August 29, 2006 (Inception) through December 31, 2012:

Notes to Financial Statements

	Year Ended December 31, 2012			Year Ended December 31, 2011			For the Cumulative Period from August 29, 2006 (Inception) to December 31, 2012

Net Cash (Used in) Operating Activities	$	(2,402,987	)	$	(26,274	)	$	(2,570,705	)
Net Cash (Used in) Investing Activities	$	(352,204	)		-		$	(352,204	)
Net Cash Provided by Financing Activities	$	3,222,110		$	26,208		$	3,389,828
Effect of Exchange Rate Changes on Cash	$	(60,354	)		-		$	(60,354	)
Net Increase (Decrease) in Cash	$	406,565		$	(66	)	$	406,565

~~December~~The ~~31,~~increase since 2011 in cash available is a result of an increase in sales of the Company’s securities in order to fund the Company’s operations. The increase in accounts payable and accrued expenses in 2012 is a result of the Company changing its business purpose and beginning operations.

~~NOTE~~The 1Company -has ~~ORGANIZATION~~nominal ~~AND~~assets ~~BUSINESS:~~and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations. In addition, the Company is dependent upon obtaining additional funding and capital resources through equity financings and from certain related parties. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

~~RFG~~Results ~~Acquisition II Inc., a Development Stage Company, (the “Company”) was incorporated in the state~~ of ~~Delaware on August 29, 2006 with the objective to acquire, or merge with, an operating business.~~Operations

~~The~~Year ~~Company~~ended ~~was~~December ~~organized as a vehicle to investigate and~~31, if2012 ~~such~~as ~~investigation~~compared ~~warrants, acquire a target company or business seeking the perceived advantages of being a publicly traded corporation and,~~ to ~~a lesser extent, desires to employ~~ the ~~Company’s~~year ~~funds~~ended inDecember its business. The Company’s principal business objective over the next twelve months and beyond will be to achieve long-term growth potential through a combination with a business rather than immediate short-term earnings. The Company will not restrict its potential target companies to any specific business31, ~~industry or geographical location. The analysis of business opportunities will be undertaken by, or under the supervision of, the officers and directors of the Company.~~2011

~~NOTE~~We 2have not conducted any active operations since inception except hiring our initial employees, entering into the Development Agreement and commencing its implementation through our 80% owned subsidiary MIS-Robotics ~~SUMMARY~~including OFbuilding ~~SIGNIFICANT~~prototypes, ~~ACCOUNTING~~manufacturing ~~POLICIES:~~key components and continuing with the registration of the ASRS to receive a CE mark in Europe. We have generated no revenue since inception on August 29, 2006. It is unlikely we will generate any revenue until our products are developed and have been approved for sale. The Company’s plan of operation for the next twelve months shall be to continue its efforts to design, develop and manufacture surgical robotic systems. We can provide no assurance that we can continue to satisfy our cash requirements for the next twelve months.

~~(a) Use of Estimates:~~10

~~The~~As ~~preparation~~ of ~~financial~~December ~~statements in~~31, ~~conformity~~2012, ~~with~~we ~~accounting~~had ~~principles~~assets ~~generally~~of ~~accepted~~$851,509. inThis ~~the~~compares ~~United~~with ~~States~~assets ~~requires~~of ~~management~~$0 toas ~~make~~of ~~estimates~~December ~~and~~31, ~~assumptions that~~2011. Our ~~affect~~liabilities ~~the~~as ~~amounts~~ of ~~assets~~December ~~and~~31, ~~liabilities~~2012 ~~and~~totaled ~~disclosure~~$3,330,661, comprised of ~~contingent~~$1,808,049 ~~assets~~in accounts payable and ~~liabilities~~accrued atexpenses ~~the~~and ~~date~~$1,522,612 ofin ~~the~~loans ~~balance sheet~~payable to an affiliated company and ~~reported~~stockholder. This ~~amounts~~compares ofwith ~~revenues~~total ~~and~~liabilities ~~expenses~~as ~~during~~of ~~the~~December ~~reporting~~31, ~~period.~~2011 ~~Actual~~of ~~results~~$10,308, ~~could~~comprised ~~differ~~exclusively ~~from~~of ~~those~~loan ~~estimates~~payable to stockholders.

For the fiscal year ended December 31, 2012, we had a net loss of $7,118,296, consisting of research and development expenses of $2,697,792, incurred primarily through the Development Agreement and general and administrative expenses consisting of compensation, of which $3,000,000 is stock based, to our Senior Vice President for Marketing and Sales and our former Chief Scientist and Technical Officer, legal expenses for the formation of the Company and for the work on a Registration Statement on Form S-1 (bthe “Registration Statement”), ~~Cash~~along ~~Equivalents:~~with various other travel and occupancy items.

~~The~~For ~~Company~~the ~~considers~~fiscal ~~highly~~year ~~liquid financial~~ended ~~instruments~~December ~~purchased~~31, ~~with~~2011, we had a ~~maturity~~net loss of ~~three~~$29,103, ~~months~~consisting orof ~~less~~legal, toaccounting, beaudit, ~~cash~~and ~~equivalents.~~other ~~There~~professional ~~are~~service nofees ~~cash~~incurred ~~equivalents~~in at relation to the ~~balance~~preparation ~~sheet~~and ~~dates~~filing of our periodic reports and general, administrative, and interest expenses.

For the cumulative period from August 29, 2006 (cInception) ~~Income~~to ~~Taxes:~~December 31, 2012, we had a net loss of $7,302,287 comprised of legal, accounting, audit, and other professional service fees incurred in relation to the formation of the Company, the filing of our Registration Statement on Form 10-SB in November 2006 and our Registration Statement on Form S-1, the preparation and filing of our periodic reports, and general, administrative, and interest expenses.

~~The~~Critical ~~Company~~Accounting utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.Policies

~~The~~For ~~Company~~a ~~recognizes~~summary ~~the financial statement benefit~~ of anour ~~uncertain~~critical ~~tax~~accounting ~~position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a "more-likely-than-not" threshold~~policies, ~~the~~please ~~amount~~see ~~recognized~~Note 3 ~~in the financial statements is the benefit expected~~ to beour ~~realized upon settlement with the tax authority. For tax positions not meeting the threshold, no~~ financial ~~statement benefit is recognized. The Company recognizes interest and penalties~~statements, ifwhich ~~any,~~are ~~related~~included ~~to uncertain tax positions~~ in ~~income~~this ~~tax expense~~report. ~~As December 31, 2011, the Company is unaware of any uncertain tax positions.~~

~~F-7~~Recently Issued Accounting Pronouncements

~~RFG~~For ~~ACQUISITION~~a IIdiscussion ~~INC~~of recently issued accounting pronouncements, please see Note 4 to our financial statements, which are included in this report.

(AOff-Balance ~~Development~~Sheet ~~Stage Company)~~Arrangements

~~Notes~~As toof ~~Financial~~March ~~Statements~~29, 2013, we did not have any off-balance sheet arrangements.

~~December 31~~Trends, ~~2011~~Events and Uncertainties

~~NOTE~~The 2following -trends, ~~SUMMARY~~events OFand ~~SIGNIFICANT~~uncertainties ~~ACCOUNTING~~may ~~POLICIES:~~have ~~(Continued)~~a material impact on our potential sales, revenue and income from operations:

(d1) ~~Loss~~completion ~~per~~of ~~Common~~our ~~Share:~~surgical robotic products ready for manufacturing; 2) regulatory approval of our products in the markets where we desire to sell them ; 3) market acceptance of our products by surgeons and patients in the markets where we desire to sell them; 4) our ability to efficiently manufacture, market and distribute our products; 5) our ability to sell our products at competitive prices which are profitable; 6) the willingness of surgeons to learn to use our products; and 7) the willingness of insurers and national health plans to reimburse patients for robotic surgeries at prices which are profitable.

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company did not have any potentially dilutive instruments during fiscal 2011 and 2010.11

~~NOTE~~To 3the -extent ~~GOING~~we ~~CONCERN:~~are unable to succeed in accomplishing (1) through (7), our sales could be lower than expected and our ability to generate income from operations impaired.

~~The~~Contractual accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a development stage entity and has incurred a cumulative net loss from inception of approximately $184,000, which, among other factors, raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management’s plan to find a suitable acquisition or merger candidate, raise additional capital from the sale of stock, receive additional loans from its stockholder, and ultimately, income from operations. The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

~~NOTE~~Item 47A. Quantitative -and ~~COMMON~~Qualitative ~~STOCK:~~Disclosures about Market Risk.

~~The~~As ~~Company~~a is“smaller ~~authorized~~reporting tocompany” ~~issue one~~as ~~hundred~~defined ~~million~~by ~~(100,000,000)~~Item ~~shares~~10 of ~~common~~Regulation ~~stock. On August 29~~S-K, ~~2006~~ the Company ~~sold~~is ~~two~~not ~~million~~required ~~five hundred thousand (2,500,000) shares of common stock~~ to ~~two~~provide ~~investors~~this ~~for $250, which was paid on August 31, 2006~~information.

~~NOTE~~Item 58. Financial -Statements ~~PREFERRED~~and ~~STOCK:~~Supplementary Data.

~~The~~Audited ~~Company~~financial isstatements ~~authorized~~begin toon ~~issue ten million (10,000,000) shares of $.0001 par value preferred stock with designations, voting and other rights and preferences as may be determined from time to time by~~ the ~~board~~following ofpage ~~directors~~ of ~~the~~this ~~Company~~report.

~~F-8~~12

~~RFG~~AVRA ~~ACQUISITION~~SURGICAL IIROBOTICS, INC.

(A Development Stage Company)

~~Notes~~Table toof ~~Financial Statements~~Contents

December 31, ~~2011~~2012

NOTE 6 - INCOME TAXES:

	Page

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Financial Statements:

Balance Sheets	F-3
Statements of Operations	F-4
Statements of Comprehensive Loss	F-5
Statements of Stockholders’ Equity (Deficiency)	F-6
Statements of Cash Flows	F-7

Notes to Consolidated Financial Statements	F-8 to F-16

~~As of December 31, 2011, the Company has net operating loss carryforwards of approximately $184,000 to reduce future federal and state taxable income through 2031.~~F-1

~~The~~REPORT ~~Company~~OF ~~has~~INDEPENDENT ~~approximately~~REGISTERED ~~$55,000 and~~PUBLIC ~~$44,000~~ACCOUNTING in deferred tax assets at December 31, 2011 and 2010, respectively, resulting from net operating loss carryforwards. At December 31, 2011 and 2010, a valuation allowance has been recorded to fully offset these deferred tax assets because the future realization of the related income tax benefits is uncertain. The difference between the statutory tax rate of 34% and the effective tax rate of 0% is due to the surtax exemption and the change in the valuation allowance.FIRM

~~The~~To ~~Company~~the ~~currently~~Board ~~has~~of noDirectors ~~federal or~~and ~~state~~Stockholders ~~tax examinations in progress nor has it had any federal or state examinations since its inception.~~of

~~The~~AVRA ~~earliest~~Surgical ~~tax~~Robotics, ~~years that are subject to examination by taxing authorities by jurisdictions are as follows:~~Inc.

	Jurisdiction	Fiscal Year
	Federal	2008
	Delaware	2008

New York, NY

~~NOTE~~We 7have audited the accompanying consolidated balance sheets of AVRA Surgical Robotics, Inc. and subsidiary (a development stage company) (the “Company”) as of December 31, 2012, and 2011, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity/(deficiency), and cash flows for each of the years in the two-year ~~LOAN~~period ~~PAYABLE~~ended ~~STOCKHOLDERS:~~December 31, 2012, and the cumulative period August 29, 2006 (inception) through December 31, 2012. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

OnWe ~~November~~conducted ~~20,~~our ~~2006,~~audits in accordance with the standards of the Public Company ~~entered~~ ~~into~~Accounting aOversight ~~line~~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 ~~credit~~material ~~agreement~~misstatement. ~~with~~The ~~its~~Company ~~two~~is ~~stockholders~~not required to have, ~~who~~nor were ~~also~~we ~~officers~~engaged to perform, an audit of ~~the~~its ~~Company~~internal control over financial reporting. AtOur ~~September~~audit ~~16,~~included ~~2011, the~~consideration ~~balance~~of ~~outstanding~~internal ~~under~~control ~~these~~over ~~agreements~~financial ~~was~~reporting ~~$119~~as a basis for designing audit procedures that are appropriate in the circumstances,~~910~~ ~~plus~~but ~~accrued~~not ~~interest~~for the purpose of ~~$16~~expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly,~~273~~ we express no such opinion. OnAn ~~September~~audit 16also includes examining, ~~2011~~on a test basis, evidence supporting the ~~line~~amounts ~~of credit~~and ~~agreements~~disclosures ~~were~~in ~~cancelled~~the ~~and~~financial statements, assessing the ~~outstanding~~accounting ~~balance~~principles used and ~~accrued~~significant ~~interest~~estimates ~~was~~made ~~converted~~by tomanagement, ~~additional~~as ~~paid-in~~well ~~capital~~as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~NOTE~~In 8our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of AVRA Surgical Robotics, Inc. and subsidiary as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the years in the two-year ~~RELATED~~period ~~PARTY~~ended ~~TRANSACTIONS:~~December 31, 2012, and the cumulative period August 29, 2006 (inception) through December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company ~~utilizes~~will continue as a going concern. As discussed in Note 5 to the ~~office space~~financial statements, the Company is in the development stage and ~~equipment~~has ofincurred net losses from inception. These conditions raise substantial doubt about its ~~management~~ability atto nocontinue ~~cost~~as a going concern. Management’s plans regarding those matters also are described in Note 3. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On/s/ ~~May~~Raich ~~16,~~Ende ~~2011,~~Malter ~~the~~& ~~Company entered into an agreement with Granite Investor Group, Inc~~Co. ~~(“Granite”),~~LLP ~~that~~Raich ~~provided~~Ende ~~Granite,~~Malter or& an affiliate of Granite, with an option to purchase such number of common shares of the Company as shall be required to obtain control of the Company for an aggregate purchase price of $25,000, which would be used by the Company to repurchase the shares of common stock currently issued and outstandingCo. InLLP ~~accordance~~New ~~with the agreement~~York, ~~Granite~~New ~~agreed~~York toApril ~~reimburse the Company for expenses incurred after May 16~~1, ~~2011,~~ ~~the date of the agreement, that relate to complying with reporting obligations pursuant to the Securities Exchange Act of 1934.~~2013

F-92

~~RFG~~AVRA ~~ACQUISITION~~SURGICAL IIROBOTICS, INC. (A Development Stage Company) CONSOLIDATED BALANCE SHEETS

(A Development Stage Company)

	Year Ended December 31, 2012			Year Ended December 31, 2011

Assets
Current Assets
Cash	$	406,565		$	-
Prepaid expenses		10,000			-
VAT refund receivable		94,551			-
Total Current Assets		511,116			-

Property and Equipment
Machinery and equipment, net of accumulated depreciation of $10,637 for 2012		190,249			-

Other Assets
Security deposit		10,493			-
Patents, net of accumulated amortization of $1,174 for 2012		139,651			-
Total Other Assets		150,144			-

Total Assets	$	851,509		$	-

Liabilities and Stockholders' Equity/(Deficiency)
Current Liabilities
Accounts payable and accrued expenses	$	1,808,049		$	-
Loan payable - affiliate		1,487,780
Loan payable - stockholder		34,832			-
Total Current Liabilities		3,330,661			-

Long Term Liabilities
Loan payable - stockholder					10,308
Total Long Term Liabilities		-			10,308

Total Liabilities		3,330,661			10,308

Commitments and Contingencies		-			-

Stockholders' Equity/(Deficiency)
Preferred stock, $.0001 par value; 10,000,000 shares authorized;
none issued and outstanding		-			-
Common stock, $.0001 par value; 100,000,000 shares
authorized; 38,479,238 and 2,500,000 shares, respectively, issued and outstanding		3,848			250
Additional paid-in capital		4,873,177			173,433
Deficit accumulated during the development stage		(6,730,018	)		(183,991	)
Accumulated other comprehensive (loss)		(48,283	)

Controlling interest		(1,901,276	)		(10,308	)

Noncontrolling interest		(577,876	)		-

Total Stockholders’ Deficiency		(2,479,152	)		(10,308	)

Total Liabilities and Stockholders' Equity/(Deficiency)	$	851,509		$	-

~~Notes~~See notes to ~~Financial~~consolidated financial ~~Statements~~statements.

~~December 31, 2011~~F-3

~~NOTE~~AVRA 8SURGICAL -ROBOTICS, ~~RELATED~~INC. ~~PARTY~~(A ~~TRANSACTIONS:~~Development ~~(Continued~~Stage Company): CONSOLIDATED STATEMENTS OF OPERATIONS

Prior to the exercise of the option, Granite reimbursed the company a total of $4,056 which is reported as other income during the year ended December 31, 2011.

	For the Year Ended December 31, 2012			For the Year Ended December 31, 2011			For the Period August 29, 2006 (Inception) Through December 31, 2012
Revenues	$	-		$	-		$	-
Expenses:
Research and development		2,697,292			-			2,697,292
General and administrative expenses		4,421,004			29,930			4,592,778
(Loss) before other income/expenses		(7,118,296	)		(29,930	)		(7,290,070	)

Other (income)		-			(4,056	)		(4,056	)
Interest expense		-			3,229			16,273
(Loss)before (benefit) from income taxes		(7,118,296	)		(29,103	)		(7,302,287	)
Benefit from income taxes		-			-			-
Net (Loss)		(7,118,296	)		(29,103	)		(7,302,287	)
Less: Net (loss) attributable to noncontrolling interests		572,269			-			572,269
Net (Loss) Attributable to AVRA Surgical Robotics, Inc.	$	(6,546,027	)	$	(29,103	)	$	(6,730,018	)
Basic and Diluted (Loss) Per Share	$	(0.54	)	$	(0.01	)

Weighted Average Number of Common Shares Outstanding		12,194,935			2,500,000

InSee ~~connection~~notes ~~with the exercise of the option, on September 16, 2011, the Company issued and sold an aggregate of 2,500,000 shares of Common Stock~~ to ~~Granite for~~consolidated anfinancial ~~aggregate purchase price equal to $25,000, which amount was used to repurchase 2,500,000 shares of Common Stock held by Richard F~~statements. Beston, the Company's President and a director immediately prior to the transaction and John W. Branch, the Company's Secretary immediately prior to the transaction, for an aggregate purchase price equal to $25,000. The repurchased shares were then cancelled. A change of control of the Company resulted upon the closing of the transaction. New officers were appointed to serve as President, Treasurer, and Secretary, effective upon resignation of Mr. Beston and Mr. Branch.

~~Professional fees in the amount of $7,500 were paid on behalf of the Company by Ten X Holdings, LLC (“Ten X”), an affiliate of the Company. The amount was unsecured, non~~F-interest bearing and had no stipulated repayment terms. In accordance with the agreement entered into with Granite, a non-refundable deposit of $5,000, paid by Granite, was received by Ten X and applied to the outstanding loan balance. As of September 16, 2011, the outstanding balance of $2,500 was converted to paid-in capital.4

As of September 16, 2011, the liability to Granite for the non-refundable deposit of $5,000, paid by Granite, was converted to additional paid-in capital.

AVRA SURGICAL ROBOTICS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS


	For the Year Ended December 31, 2012			For the Year Ended December 31, 2011			For the Period August 29, 2006 (Inception) Through December 31, 2012

Net (loss)	$	(7,118,296	)	$	(29,103	)	$	(7,302,287	)

Foreign currency translation adjustments		(60,354	)		-			(60,354	)

Comprehensive (loss)		(7,178,650	)		(29,103	)		(7,362,641	)

Less: comprehensive (loss) attributable to noncontrolling interests		(584,340	)		-			(584,340	)

Comprehensive (loss) attributable to AVRA Surgical Robotics, Inc.	$	(6,594,310	)	$	(29,103	)	$	(6,778,301	)

~~During~~See ~~the~~notes ~~year~~to ~~ended~~consolidated ~~December 31,~~financial ~~2011, professional fees in the amount of $10,308 were paid on behalf of the Company by Granite~~statements. ~~The outstanding balance of $10,308 is reported as loan payable – stockholder at December 31, 2011. The amount is unsecured, non-interest bearing and has no stipulated repayment terms.~~

~~NOTE 9~~ F- ~~RECENT ACCOUNTING PRONOUNCEMENTS:~~5

~~Management~~AVRA ~~does~~SURGICAL ~~not believe that any recently issued~~ROBOTICS, ~~but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements~~INC.

~~F-10~~ (A Development Stage Company)

~~Item~~Consolidated 9.Statements ~~Changes~~of inStockholders’ ~~and Disagreements with Accountants on Accounting and Financial Disclosure.~~Equity/(Deficiency)

~~There~~For ~~are not and have not been any disagreements between~~ the ~~Company~~Period ~~and~~August ~~its~~29, ~~accountants~~2006 on(Inception) ~~any~~Through ~~matter~~December ~~of accounting principles~~31, ~~practices or financial statement disclosure.~~2012

Item 9A. Controls and Procedures.

	Common Stock						Subscription			Additional Paid-In			Deficit Accumulated During the Development			Accumulated Other Comprehensive			Noncontrolling			Total Equity/
	Shares			Amount			Receivable			Capital			Stage			(Loss)			Interests			(Deficiency)

August 29, 2006 - common stock subscription		2,500,000		$	250		$	(250	)	$	-		$	-		$	-		$	-		$	-
August 31, 2006 – contributed capital		-			-			250			29,750			-			-			-			30,000
Net (Loss)		-			-			-			-			(28,511	)		-			-			(28,511	)

Balance at December 31, 2006		2,500,000			250			-			29,750			(28,511	)		-			-			1,489
Net (Loss)		-			-			-			-			(34,932	)		-			-			(34,932	)

Balance at December 31, 2007		2,500,000			250						29,750			(63,443	)		-			-			(33,443	)
Net (Loss)		-			-			-			-			(30,801	)		-			-			(30,801	)

Balance at December 31, 2008		2,500,000			250			-			29,750			(94,244	)		-			-			(64,244	)
Net (Loss)		-			-			-			-			(29,912	)		-			-			(29,912	)

Balance at December 31, 2009		2,500,000			250						29,750			(124,156	)		-			-			(94,156	)
Net (Loss)		-			-			-			-			(30,732	)		-			-			(30,732	)

Balance at December 31, 2010		2,500,000			250			-			29,750			(154,888	)		-			-			(124,888	)
September 16, 2011- Conversion of Loans Payable and Related Accrued Interest to Additional Paid-In Capital		-			-			-			143,683			-			-			-			143,683

September 16, 2011-Sale of Common Stock		2,500,000			250			-			24,750			-			-			-			25,000
September 16, 2011-Purchase of Common Stock		(2,500,000	)		(250	)		-			(24,750	)		-			-			-			(25,000	)
Net (loss)		-			-			-			-			(29,103	)		-			-			(29,103	)

Balance at December 31, 2011		2,500,000			250			-			173,433			(183,991	)		-			-			(10,308	)
Common stock issuance - founders		33,419,254			3,342			-			-			-			-			-			3,342
Sale of stock in subsidiary to related parties		-			-			-			-			-			-			6,464			6,464
Stock based compensation - employees		2,000,000			200			-			2,999,800			-			-			-			3,000,000
Common stock issuance - cash		559,984			56			-			1,699,944			-			-			-			1,700,000
Net (loss)		-			-			-			-			(6,546,027	)		-			(572,269	)		(7,118,296	)
Foreign Currency Translation		-			-			-			-			-			(48,283	)		(12,071	)		(60,354	)

Balance at December 31,2012		38,479,238		$	3,848		$	-		$	4,873,177		$	(6,730,018	)	$	(48,283	)	$	(577,876	)	$	(2,479,152	)

~~Evaluation~~See ofnotes ~~Disclosure~~to ~~Controls~~consolidated financial ~~and Procedures~~statements.

~~The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a~~F-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.6

InAVRA ~~accordance~~SURGICAL ~~with Exchange Act Rules 13a-15 and 15d-15~~ROBOTICS, an evaluation was completed under the supervision and with the participation of the Company’s management, including the Company’s President, Principal Financial Officer and Secretary, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual ReportINC. ~~Based~~ on(A ~~that~~Development ~~evaluation,~~Stage ~~the~~ Company’s) ~~management~~CONSOLIDATED ~~including~~STATEMENTS ~~the~~OF ~~President,~~CASH Principal Financial Officer and Secretary, concluded that the Company’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.FLOWS

Evaluation of Internal Controls and Procedures

	For the Year Ended December 31, 2012			For the Year Ended December 31, 2011			For the Period August 29, 2006 (Inception) Through December 31, 2012
Cash Flows from Operating Activities
Net (loss)	$	(7,118,296	)	$	(29,103	)	$	(7,302,287	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Stock based compensation expense		3,000,000			-			3,000,000
Depreciation		10,637			-			10,637
Amortization		1,174			-			1,174
Changes in operating assets and liabilities:
Increase in prepaid expenses		(10,000	)		-			(10,000	)
(Increase) in VAT refund receivable		(94,551	)		-			(94,551	)
Increase (decrease) in accounts payable								-
and accrued expenses		1,808,049			(400	)		1,808,049
Increase in accrued interest payable		-			3,229			16,273

Net cash (used in) operating activites		(2,402,987	)		(26,274	)		(2,570,705	)

Cash Flows from Investing Activities
Purchase of machinery and equipment		(200,886	)		-			(200,886	)
Security deposits		(10,493	)		-			(10,493	)
Patent costs incurred		(140,825	)		-			(140,825	)

Net cash (used in) investing activites		(352,204	)		-			(352,204	)

Cash Flows from Financing Activities
Professional fees paid by related party on behalf of the company		-			7,500			7,500
Proceeds from issuance of common stock		1,701,092			25,000			1,756,092
Proceeds from sale of shares in subsidiary		6,464			-			6,464
Redemption of common stock		-			(25,000	)		(25,000	)
Proceeds from affiliate loans		1,487,780			-			1,487,780
Proceeds from stockholder loans		26,774			18,708			156,992

Net cash provided by financing activities		3,222,110			26,208			3,389,828

Effect of exchange rate changes on cash		(60,354	)		-			(60,354	)

Net increase (decrease) in cash		406,565			(66	)		406,565

Cash at beginning of period		-			66			-

Cash at end of period	$	406,565		$	-		$	406,565

Supplemental Disclosures of Cash Flow Information
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

Non-cash Financing Activities:
Conversion of loan payable - stockholder to common stock	$	2,250		$	-		$	2,250
Conversion of loans payable - stockholders and related accrued interest to additional paid-in capital		-			136,183			136,183
Conversion of loans payable - related party to additional paid-in capital		-			7,500			7,500

	$	2,250		$	143,683		$	145,933
See notes to consolidated financial statements.

Our management is also responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is 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.F-7

~~Our internal~~AVRA ~~control~~SURGICAL ~~over~~ROBOTICS, ~~financial reporting includes those policies and procedures that:~~INC.

· (A ~~Pertain~~Development toStage ~~the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the~~ Company;)

·Notes ~~Provide reasonable assurance that transactions are recorded as necessary~~ to ~~permit~~Consolidated ~~preparation~~Financial of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of the Company’s management and sole director; andStatements

·December ~~Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition~~31, ~~use or disposition of our assets that could have a material effect on the financial statements.~~2012

~~Management~~NOTE ~~assessed~~1 ~~the~~- ~~effectiveness~~ORGANIZATION ofAND BUSINESS: AVRA Surgical Robotics, Inc. ("AVRA Robotics" or the "Company’s"), ~~internal~~including ~~control~~its ~~over~~80% ~~financial~~owned ~~reporting~~subsidiary asMIS-Robotics GmbH (“MIS”), is a Development Stage Company. As of December 31, ~~2011. In~~2012, ~~making~~the ~~this~~Company ~~assessment,~~has ~~management~~not ~~used~~generated any revenues from the ~~criteria~~development ~~set~~of ~~forth~~its byproducts ~~the~~and ~~Committee~~is oftherefore ~~Sponsoring~~still ~~Organizations~~considered ofto ~~the~~be ~~Treadway Commission~~a ~~(COSO)~~development instage ~~Internal~~company ~~Control~~as ~~over~~defined in Financial ~~Reporting~~Accounting –Standards ~~Guidance~~Board ~~for~~(FASB) ~~Smaller~~Accounting ~~Public~~Standards ~~Companies~~Codification (ASC) 915 “Development Stage Entities”. ~~Based~~The ~~on our~~Company ~~assessment~~is devoting substantially all of ~~those~~its ~~criteria,~~present ~~management~~efforts ~~believes~~to ~~that~~design ~~the~~and ~~Company~~manufacture ~~maintained~~commercially ~~effective~~viable ~~internal~~surgical ~~control~~robotic ~~over~~systems. ~~financial~~All ~~reporting~~ losses accumulated since incorporation on August 29, 2006 have been considered as part of ~~December~~the ~~31,~~Company's ~~2011~~development stage activities.

10NOTE 2 - BASIS FOR PRESENTATION FOR FINANCIAL STATEMENTS: The accompanying consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”). The Company is a development-stage enterprise devoting substantial efforts to raising capital, and research and development into products which may become part of the Company’s product portfolio. The Company has not realized any sales through December 31, 2012. A development stage company is defined as one in which all efforts are devoted substantially to establishing a new business and even if planned principal operations have commenced, revenues are insignificant.

~~This~~NOTE ~~annual~~3 ~~report does~~- ~~not~~SUMMARY ~~include~~OF anSIGNIFICANT ~~attestation~~ACCOUNTING ~~report~~POLICIES: Principles of ~~our~~Consolidation: ~~registered~~The ~~public~~consolidated ~~accounting~~financial ~~firm~~statements ~~regarding~~include ~~our~~the ~~internal~~accounts ~~controls~~of ~~over~~AVRA ~~financial reporting~~Surgical Robotics, Inc. ~~Management’s~~and ~~report~~its ~~was~~80% ~~not~~owned ~~subject~~subsidiary toMIS-Robotics ~~attestation~~GmbH. byAll ~~our~~intercompany ~~registered~~transactions ~~public~~and accounts have been eliminated in consolidation. Use of Estimates: The preparation of financial statements in conformity with accounting ~~firm~~principles ~~pursuant~~generally accepted in the United States of America requires management to ~~Section 404(c)~~make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the ~~Sarbanes-Oxley~~date ~~Act~~of ~~that~~the ~~permits~~balance ussheet toand ~~provide~~reported ~~only~~amounts ~~management’s~~of ~~report~~revenues inand ~~this~~expenses ~~annual~~during ~~report~~the reporting period. Actual results could differ from those estimates.

~~Changes in Internal Controls over Financial Reporting~~F-8

~~There~~AVRA ~~have~~SURGICAL ~~been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter of the year ended December 31~~ROBOTICS, ~~2011, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting~~INC.

~~Item~~ (A ~~9B.~~Development ~~Other~~Stage ~~Information.~~Company)

~~None~~Notes to Consolidated Financial Statements

~~PART~~December ~~III~~31, 2012

~~Item~~NOTE 103- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): Cash Equivalents: The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. ~~Directors~~There are no cash equivalents at the balance sheet dates. Income Taxes: The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, ~~Executive~~when ~~Officers~~the differences are expected to reverse. An allowance against deferred tax assets is recognized, ~~Promoters~~when it is more likely than not, that such tax benefits will not be realized. The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a "more-likely-than-not" threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. The Company recognizes interest and ~~Control~~penalties, ~~Persons;~~if ~~Compliance~~any, ~~With~~related ~~Section~~to ~~16(~~uncertain tax positions in income tax expense. Loss per Common Share: Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a) loss because to do so would be anti-dilutive. As of December 31, 2012, common stock equivalents consisted of warrants convertible into 50,000 shares of common stock. Machinery and Equipment: Property and equipment are stated at cost and depreciated on a straight line basis over the ~~Exchange~~estimated ~~Act~~lives of the respective assets. The useful lives for tangible assets range from three to ten years. Patents: Patents are stated at cost and depreciated on a straight line basis over the estimated lives of the respective assets. The useful lives for patents are estimated to be twenty years from the filing date. Research and Development Costs: Costs related to research, design and development of products are charged to research and development expense as incurred. The costs include direct salary costs for research and development personnel, costs for materials used in research and development activities and costs for outside services.

~~(a) Identification of Directors and Executive Officers.~~F-9

~~On September~~AVRA ~~16,~~SURGICAL ~~2011 (the “Closing Date”)~~ROBOTICS, ~~we experienced a change in our board of directors and management pursuant to the terms and conditions of the Purchase Agreement~~INC. Pursuant to the Purchase Agreement, Richard F. Beston, the Company’s sole director prior to the Closing Date appointed Barry F. Cohen to serve as the President and Jared B. Stamell to serve as the Secretary and Treasurer of the Company, effective upon the resignation of Mr. Beston’s position as President of the Company, Mr. Branch’s resignation as Secretary of the Company and David Matre’s resignation a Chief Financial Officer of the Company. Additionally, Mr. Cohen and Mr. Stamell were appointed to serve as the directors of the Company effective immediately upon Mr. Beston’s resignation as director on the Closing Date.

~~The~~ (A ~~following~~Development ~~table sets~~Stage ~~forth certain information regarding the~~ Company~~’s current directors and executive officers:~~)

Name	Age	Position	Term
Barry Cohen	72	President and Director	September 16, 2011 through Present
Jared B. Stamell	65	Secretary, Treasurer, Chief Financial Officer and Director	September 16, 2011 through Present

Notes to Consolidated Financial Statements

~~The Company’s~~December ~~officers~~31, ~~and sole director are elected annually for a one year term or until their respective successors are duly elected and qualified or until their earlier resignation or removal.~~2012

~~Barry~~NOTE ~~Cohen,~~ 3- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): Foreign Currency Translation: The Company accounts for foreign currency translation pursuant to Accounting Standards Codification ("ASC") Topic 830 “Foreign Currency Matters”. The functional currency of the Company’s ~~President~~subsidiary, ~~and~~MIS, ais ~~director~~the ~~since~~Euro. ~~September~~Under ~~16,~~ASC ~~2011 has~~Topic ~~served~~830, asall ~~President~~assets and ~~Chief~~liabilities ~~Executive~~are ~~Officer~~ translated into United States dollars using the current exchange rate at the end of ~~Granite~~each ~~Investor~~fiscal ~~Group,~~period. ~~Inc~~Revenues and expenses are translated using the average exchange rates prevailing throughout the respective periods. ~~since~~Translation ~~its~~adjustments ~~founding~~are included in ~~2009~~other comprehensive income (loss) for the period. ~~Between~~ ~~2006~~Software Development Costs: Software development costs are included in research and ~~2008~~development and are expensed as incurred. After technological feasibility is established, Mrmaterial software development costs are capitalized. ~~Cohen~~The ~~was~~capitalized cost is then amortized on a ~~private~~straight-line ~~investor and~~basis ~~founded~~over ~~Avra~~the ~~Surgical~~estimated product life, ~~Inc~~or on the ratio of current revenue to total projected product revenue, whichever is greater. inTo ~~2009~~date, athe ~~medical~~period ~~technology~~between ~~company. From~~achieving ~~approximately~~technological ~~1979~~feasibility, towhich ~~1983~~the heCompany ~~served~~has defined as ~~director~~ the establishment of ~~Synalloy~~a ~~Corp.~~working model, awhich ~~manufacturer~~typically ofoccurs ~~pipe~~when the verification and validation testing is complete, ~~piping~~and ~~systems~~the general availability of such software has been short and ~~specialty~~software ~~chemicals~~development ~~after~~costs ~~which~~qualifying hefor ~~was~~capitalization ~~appointed~~have been insignificant. Accordingly, the Company has not capitalized any software development costs to ~~serve as~~date. ~~President~~Stock Compensation Expense: The Company accounts for equity instruments issued in exchange for the receipt of goods or services from ~~1984-1985~~other than employees in accordance with Accounting Standards Codification ("ASC") Topic 505, “Equity”. ~~Mr.~~ ~~Cohen~~Costs ~~also~~are ~~served~~measured asat ~~Chairman~~the estimated fair market value of the ~~Executive~~consideration ~~Board~~received or the estimated fair value of ~~Wolverine~~the ~~Technologies~~equity instruments issued, ~~Inc~~whichever is more reliably measurable., The value of equity instruments issued for consideration other than employee services is determined on the earlier of a ~~NYSE~~performance ~~listed~~commitment ~~company~~or ~~from~~completion ~~1979~~of toperformance ~~1983~~by ~~and~~the ~~President~~provider of ~~Barry~~goods F.or ~~Cohen~~services &as Codefined by ASC Topic 505., See Note 6 Concentration of Credit Risk: Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and ~~NASD~~cash ~~member~~equivalents. ~~Mr.~~The ~~Cohen~~Company’s ~~has~~cash 50is ~~years~~held ~~experience~~ in ~~managing~~demand ~~private~~accounts ~~and~~at ~~public~~large ~~industrial~~financial ~~companies,~~institutions ~~and~~(of 47which ~~years~~$39,704 ~~experience~~was asheld in a ~~securities~~German ~~executive~~bank). ~~which~~On ~~will~~occasion, bedeposits anare ~~asset~~in ~~to the~~excess of insured limits. The Company ashas itnot ~~seeks~~experienced aany ~~business~~historical ~~combination~~losses ~~transaction~~on its deposits of cash and cash equivalents.

Jared B. Stamell, the Company’s Secretary, Treasurer and a director since September 16, 2011 and Chief Financial Officer since November 18, 2011, has served as Secretary, Treasurer and General Counsel of Granite Investor Group, Inc. since 2009. He has served as a Partner in the New York law firm, Stamell & Schager, LLP since 1989. Mr. Stamell is admitted to practice before the United States Supreme Court, in many United States Courts of Appeal and District Courts, and he is a member of the bar of the States of New Jersey, New York, Massachusetts and the District of Columbia. He is a graduate of the University of Michigan and received his law degree, J.D., Cum Laude, from Harvard Law School which awarded him a Frank Knox Fellowship to do graduate work in economics. Mr. Stamell received an M.Sc. in Economics from the London School of Economics. Mr. Stamell’s experience with representing industrial and financial businesses in litigation and financing and organizing companies will be beneficial to the Company as it seeks a business combination transaction.F-10

11AVRA SURGICAL ROBOTICS, INC.

(~~b) Significant~~A ~~Employees.~~Development Stage Company)

AsNotes ofto ~~the~~Consolidated ~~date~~Financial ~~hereof, the Company has no significant employees.~~Statements

~~(c)~~December ~~Family~~31, ~~Relationships.~~2012

~~There~~NOTE ~~are~~4 no- ~~family~~RECENT ~~relationships~~ACCOUNTING ~~among directors,~~PRONOUNCEMENTS: ~~executive~~In ~~officers~~2012 "the Company" adopted the provisions of Accounting Standards Update (ASU) 2011−05, “Presentation of Comprehensive Income” (ASU 2011−05) that requires presentation of all non−owner changes in equity in one continuous statement of comprehensive loss or ~~persons~~in ~~nominated~~two separate but consecutive statements. The Company elected to provide a separate statement of comprehensive income for all periods presented. The amendments in this update do not change the items that must be reported in other comprehensive income (OCI) or ~~chosen~~when an OCI item must be reclassified to net income. The adoption of ASU 2011−05 did not affect our consolidated statements of financial position, results of operations and cash flows. ASU 2011−05 was modified in December 2011 by the ~~issuer~~issuance of ASU 2011−12, “Deferral of the Effective Date for Amendments to ~~become~~the ~~directors~~Presentation orof ~~executive~~Reclassifications ~~officers~~of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011−05.” This update indefinitely defers certain provisions of ASU 2011−05 that require the disclosure of the amount of reclassifications of items from OCI to net income by component of net income and by component of OCI. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

~~(d)~~NOTE ~~Involvement~~5 - GOING CONCERN: The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in ~~Certain~~the ~~Legal~~normal ~~Proceedings~~course of business. The Company is a development stage entity and has incurred a cumulative net loss from inception of approximately $7,302,287 and has a stockholders’ deficiency of $2,479,152 which, among other factors, raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management’s plan to raise additional capital from the sale of stock, receive additional loans from its majority stockholder, and ultimately, income from operations. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past ten years.F-11

~~Compliance~~AVRA ~~with~~SURGICAL ~~Section~~ROBOTICS, ~~16(a) of the Exchange Act~~ INC.

~~Section~~ 16(~~a) of~~A ~~the~~Development ~~Exchange~~Stage ~~Act requires the~~ Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) ~~forms they file.~~

~~Based~~Notes solely on the Company’s review of the copies of the forms received by it during the fiscal year ended December 31, 2011 and written representations that no other reports were required, the Company believes that no persons who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of Common Stock failed to ~~comply~~Consolidated ~~with~~Financial ~~all Section 16(a) filing requirements during such fiscal year.~~Statements

~~Code~~December of31, ~~Ethics~~2012

OnNOTE ~~December~~6 31- COMMON STOCK: The Company is authorized to issue one hundred million (100,000,000) ~~2007~~shares of common stock. On August 29, 2006 the Company ~~adopted~~sold atwo ~~formal~~million ~~code~~five hundred thousand (2,500,000) shares of ~~ethics~~common ~~statement~~stock to two investors for ~~senior~~$250, ~~officers~~which ~~and~~was ~~director~~paid (on August 31, 2006. On July 30, 2012, the ~~“Code~~Company’s sole shareholder converted $2,250 of ~~Ethics”)~~the ~~that~~loan ispayable ~~designed~~ – stockholder to ~~deter~~common ~~wrongdoing~~stock ~~and~~at par value. On August 22, 2012 the Company sold 329,064 shares of common stock to ~~promote~~one ~~ethical~~investor ~~conduct~~for ~~and~~$1,000,000. ~~full~~On December 19, ~~fair~~2012, ~~accurate~~the Company sold 50,000 ~~timely~~shares ~~and~~of ~~understandable~~common ~~reports~~stock ~~that~~and ~~the~~a ~~Company files~~four-year orredeemable ~~submits~~warrant to ~~the~~purchase ~~Securities~~50,000 ~~and~~shares ~~Exchange~~of ~~Commission~~common ~~and~~stock, ~~others. A~~exercisable ~~form~~at an exercise price of $5.00 per share to an investor for $150,000. During November and December, 2012, the ~~Code~~Company sold 180,920 shares of ~~Ethics~~common ~~has~~stock ~~been~~to ~~filed~~three asinvestors for an ~~exhibit~~ aggregate purchase price equal to $550,000. On December 31, 2012, the Company’s ~~annual~~sold ~~report~~10,919,254 onshares ~~Form~~to ~~10-KSB~~41 ~~filed~~investors, ~~with~~including Barry Cohen, the ~~Securities~~Chief Executive Officer and ~~Exchange~~a ~~Commission~~director, onStamell ~~March~~& 5Schager, ~~2008. Requests~~LLP, ~~for~~an ~~copies~~affiliate of Jared Stamell, the ~~Code~~Vice ofPresident, ~~Ethics~~Secretary, ~~should~~Treasurer, beand ~~sent~~a indirector, ~~writing~~and toGranite ~~RFG~~at ~~Acquisition~~a IIper ~~Inc~~share purchase price equal to $0.,0001 ~~Attention: President,~~par ~~c/o~~value. ~~Stamell~~On &December ~~Schager~~31, ~~LLP~~2012, the Company issued 1,000,000 ~~Liberty~~shares ~~Plaza~~to each Bernd Gombert, ~~35th~~the ~~Floor~~Company’s then Chief Scientist and Technical Officer (the “CSTO”) and Stephan Sagolloa, ~~New~~the ~~York~~Company’s then Chief Executive Officer (the “CEO”). The estimated value of the shares at the date of issuance was $1.50 per share and accordingly compensation expense of $3,000,000 NYhas ~~10006~~been charged to operations for the year ended December 31, 2012.

12NOTE 7 - PREFERRED STOCK: The Company is authorized to issue ten million (10,000,000) shares of $.0001 par value preferred stock with designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors of the Company.

~~Nominating~~NOTE ~~Committee~~8 - WARRANTS: On December 19, 2012, the Company issued a warrant for 50,000 shares of common stock with an exercise price of $5.00 per share and expiring on December 19, 2016. The warrant was outstanding at December 31, 2012.

~~We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.~~F-12

~~Audit~~AVRA ~~Committee~~SURGICAL ROBOTICS, INC.

~~The~~ (A ~~Board~~Development ofStage ~~Directors acts as the audit committee. The~~ Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.)

~~Item~~Notes ~~11.~~to ~~Executive~~Consolidated ~~Compensation.~~Financial Statements

~~The following table sets forth the cash and other compensation paid by the Company to executive officers and directors during the fiscal years ended~~ December 31, ~~2010, 2011 and through the date of this filing.~~2012

Name and Position	Year	Salary	Bonus	Option Awards	All Other Compensation	Total
Richard F. Beston, Jr., President and Director(1)	2011 2010	None None	None None	None None	None None	None None
John W. Branch, Secretary(1)	2011 2010	None None	None None	None None	None None	None None
David W. Matre, Chief Financial Officer(1)	2011 2010	None None	None None	None None	None None	None None
Barry Cohen President and Director(2)	2011 2010	None None	None None	None None	None None	None None
Jared B. Stamell, Secretary, Treasurer, Chief Financial Officer and Director(2)	2011 2010	None None	None None	None None	None None	None None

NOTE 9 -

RELATED PARTY TRANSACTIONS:

Agreement with Affiliated Company:

On October 22, 2012, MIS entered into a joint development and manufacturing agreement (the "Agreement") with RG Mechatronics GmbH (“RGM”) whereby RGM will provide to MIS all engineering services necessary to develop and manufacture robotic components and systems for medical applications, (collectively, the "Products"). The Company's former (as of March 1, 2013) CSTO is an officer and employee of RGM. The Agreement further provides that MIS will own all rights to intellectual property arising from RGM's performance under the Agreement, subject to RGM's nonexclusive, nontransferable, right in any area other than for medical purposes to exploit the intellectual property. The term of the Agreement is the longer of (i) two years from October 22, 2012 or (ii) for each Product development which commences within two years from October 22, 2012, upon completion of the Product.

As part of the Agreement, MIS and RGM established a joint development committee ("JDC") with a representative from each party. On October 23, 2012, the JDC met and agreed to (i) performance and design specifications of the Products, (ii) the budget for development of the Products, and (iii) the timeline for developing the Products.

Accounts payable includes $864,128 due to RGM under the Agreement. For the year ended December 31, 2012, the Company incurred $2,697,292 of research and development expenses with RGM, all of which has been charged to operations.

Loan payable to affiliate ($1,487,780) and loan payable to stockholder ($34,832) represent amounts due to AVRA Surgical, Inc., and Granite Investor Group, Inc. respectively, each company majority owned by two of the Company’s officers and directors. The amounts represent advances to the Company to fund initial research and development expenses incurred under the Agreement between MIS and RGM. These amounts are unsecured, non-interest bearing and have no stipulated repayment terms.

Professional Fees:

On May 16, 2011, the Company entered into an agreement with Granite Investor Group, Inc. (“Granite”), that provided Granite, or an affiliate of Granite, with an option to purchase such number of common shares of the Company as shall be required to obtain control of the Company for an aggregate purchase price of $25,000, which would be used by the Company to repurchase the shares of common stock currently issued and outstanding. In accordance with the agreement, Granite agreed to reimburse the Company for expenses incurred after May 16, 2011, the date of the agreement, that relate to complying with reporting obligations pursuant to the Securities Exchange Act of 1934. Prior to the exercise of the option, Granite reimbursed the company a total of $4,056 which is reported as other income during the year ended December 31, 2011.

~~(1) Resigned on September 16, 2011.~~F-13

~~(2)~~AVRA ~~Appointed~~SURGICAL ~~on September 16~~ROBOTICS, ~~2011~~INC.

~~The~~ (A ~~following~~Development ~~compensation discussion~~Stage ~~addresses all compensation awarded to, earned by, or paid to the~~ Company’s officers and directors for services rendered in all capacities during the noted periods. None of the Company’s officers and directors have received any compensation since inception. They will not receive any compensation until the consummation of an acquisition. Our officers and directors intend to devote very limited time to our affairs.)

ItNotes ~~is possible that, after the Company successfully consummates a business combination with an unaffiliated entity, that entity may desire~~ to ~~employ or~~Consolidated ~~retain~~Financial ~~our management for the purposes of providing services to the surviving entity.~~Statements

NoDecember ~~retirement~~31, ~~pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.~~2012

~~There~~NOTE 9 - RELATED PARTY TRANSACTIONS (CONTINUED): One of the Company’s directors is also a partner of the legal firm used for much of the Company’s legal services. For the years ended December 31, 2012 and 2011, legal fees incurred with the firm totaled $516,204 and $0, respectively. As of December 31, 2012, such fees have not been paid and are noreflected ~~understandings or~~on the consolidated balance sheet as accounts payable and accrued expenses. The Company entered into separate individual employment agreements ~~regarding~~with ~~compensation~~the ~~our~~CEO ~~management~~and ~~will~~CSTO, ~~receive~~each ~~after~~with a term of five (5) years ending on August 1, 2017 and an annual base salary of approximately $390,000. In addition, the Company will pay pension and other benefits as well as reimbursement of business ~~combination~~expenses. During 2013, the CSTO terminated his employment agreement with the Company and resigned as an officer.

13NOTE 10 - SUBSEQUENT EVENTS: On January 31, 2013, the Company sold to three investors, including the Company’s then President, 350,000 shares of common stock at par and issued a warrant for 100,000 shares of common stock with an exercise price of $5.00 per share and expiring on December 31, 2016 and a warrant to purchase 400,000 shares of common stock with an exercise price of $5.00 per share and expiring on December 31, 2015. On February 12, 2013, the Company filed a Registration Statement with the SEC providing for the registration of up to $17,000,000 (net of $15,150,000 after expenses) of common stock to be offered to public stockholders. The filing can be referenced at www.sec.gov. The number of shares to be issued is at present undetermined. The proceeds from the offering are expected to be used for research and development of the Company’s surgical robotic system as well as general and administrative expenses. On February 20, 2013, the Company sold 633,597 shares of common stock to eleven investors for $950,394.50. On March 12, 2013, the Company sold 117,371 shares of common stock to an investor for $250,000. On March 25, 2013, the Company sold (i) 234,742 shares of common stock to an investor for $500,000; (ii) 16,666 shares to an investor for $25,000; and (iii) 590,500 shares of common stock to three investors at par and a warrant to purchase 400,000 shares of common stock, exercisable at an exercise price of $5.00 per share expiring on December 31, 2015 to one of the investors.

~~Compensation Committee and Insider Participation~~F-14

~~The~~AVRA ~~Company~~SURGICAL ~~does not have a standing compensation committee or a committee performing similar functions~~ROBOTICS, ~~since the Board of Directors has determined not to compensate the officers and directors until such time that the Company completes a reverse merger or business combination~~INC.

~~Compensation~~ (A ~~Committee~~Development ~~Report~~Stage Company)

~~The~~Notes ~~Company~~to ~~does~~Consolidated ~~not have~~Financial ~~a standing compensation committee or a committee performing similar functions; therefore, it does not have a compensation committee report.~~Statements

~~Item~~December ~~12.~~31, ~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.~~2012

~~(a)~~NOTE ~~The~~11 ~~following~~- ~~tables set~~LEASE ~~forth~~COMMITMENT: ~~certain~~The ~~information~~Company’s assubsidiary ofleases ~~April~~its 2,office ~~2012~~premises in Seefeld, ~~regarding~~Germany ~~(i)~~from ~~each~~a ~~person~~company ~~known~~owned by the ~~Company~~CSTO tounder bea ~~the~~three-year ~~beneficial~~agreement ~~owner~~commencing ~~of more~~August ~~than~~1, 5%2012 ofat ~~the~~a ~~outstanding~~monthly ~~shares~~rate of ~~Common~~approximately ~~Stock~~$3,000, ~~(ii)~~plus ~~each~~19% ~~director~~V.A.T. The Company is liable for maintenance, insurance and ~~executive~~taxes. ~~officer~~The oflease may be extended for one year. Rent expense for the year ended December 31, 2012 was approximately $15,000. The Company ~~and~~occupies ~~(iii)~~its ~~all~~New ~~officers~~ York Offices, without cost, from the law firm of which the Secretary and ~~directors~~Treasurer asis a ~~group~~partner. The Company estimates this cost to be immaterial.

~~Unless~~NOTE ~~otherwise~~12 ~~specified~~- INCOME TAXES: At December 31, 2012, the ~~address~~Company ofhad ~~each~~available approximately $4,441,000 of net operating loss carry-forwards for U.S. income tax purposes which expire in 2032. In addition, the ~~persons~~Company’s ~~set~~subsidiary ~~forth~~has ~~below~~German isnet ~~c/o~~operating ~~Stamell~~loss &carry ~~Schager~~forwards of approximately $2,861,000, ~~LLP~~with no expiration date. The Company’s deferred tax assets at December 31, 12012 ~~Liberty~~and ~~Plaza~~2011, ~~35th~~based ~~Floor~~on net operating loss carry forwards, ~~New York~~are approximately $2,475,000 NYand ~~10006~~$55,000, respectively, with a valuation allowance in the same amount. Actual income tax/(benefit) differs from the expected tax /(benefit) computed by applying the U.S federal corporate rate of 34% to income/(loss) before income taxes as follows:

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Percentage of Class(2)
		For the years ended
Granite Investor Group Inc.	2,500,000	100%
		December 31,
Barry F. Cohen (3)	1,650,000 (6)	66%
		2012			2011
Jared Stamell (4)	600,000 (6)	24%
Computed expected tax benefit		$	(2,420,000	)	$	(11,000	)
Nikhil L. Shah (5)	250,000 (6)	10%
Change in valuation allowance			2,420,000			11,000
All Directors and Officers as a Group (2 individuals)	2,250,000	90%
		$	-0-		$	-0-

~~_______~~Due to the uncertainty of their realization, no income tax benefit has been recorded by the Company for these loss carry forwards as valuation allowances have been established for any such benefits. The increase in the valuation allowance was the result of increases in the net operating losses discussed above. Therefore, the Company’s provision for income taxes is $0 for the years ended December 31, 2012 and 2011.

(1) Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to our Common Stock. For each beneficial owner above, any options exercisable within 60 days have been included in the denominator.F-15

~~(2)~~AVRA ~~Based~~SURGICAL ~~on 2~~ROBOTICS,~~500,000~~ ~~shares of Common Stock (the “Shares”) issued and outstanding as of the date of this filing~~INC. On September 16, 2011, Granite Investor Group, Inc. (“Granite”) purchased an aggregate of 2,500,000 shares of Common Stock (the “Shares”) of the Issuer for an aggregate purchase price equal to $25,000, resulting in 100% of the Shares owned of record by Granite.

(3)A ~~Barry~~Development F.Stage ~~Cohen is the President and a director of the~~ Company. Mr. Cohen owns 66% of the issued and outstanding Common Stock owned of record by Granite and therefore may be deemed to have voting and investment control over 66% of any securities of the Issuer owned by Granite.)

~~(4)~~Notes ~~Jared~~to ~~Stamell~~Consolidated ~~is Secretary, Treasurer, Chief~~ Financial Officer, and a director of the Company. Mr. Stamell owns 24% of the issued and outstanding Common Stock owned of record by Granite and therefore may be deemed to have voting and investment control over 24% of the securities of the Issuer owned by Granite.Statements

~~(5)~~December ~~Nikhil~~31, Shah owns 10% of the issued and outstanding Common Stock owned of record by Granite and therefore may be deemed to have voting and investment control over 10% of the securities of the Issuer owned by Granite.2012

NOTE 12 - INCOME TAXES (6CONTINUED): ~~Represents~~At ~~shares~~December of31, ~~Common~~2012 ~~Stock~~and ~~owned~~2011, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. The Company does not expect that its unrecognized tax benefits will materially increase within the next twelve months. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. At December 31, 2012 and 2011, the Company has not recorded any provisions for accrued interest and penalties related to uncertain tax positions. The Company files U.S. federal and state income tax returns in jurisdictions with varying statutes of ~~record~~limitations. The Company currently has no federal or state tax examinations in progress nor has it had any federal or state examinations since its inception. The 2009 through 2012 tax years generally remain subject to examination by ~~Granite~~federal and state tax authorities.

~~(b) The Company currently has not authorized any compensation plans or individual compensation arrangements.~~F-16

14Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

~~Item~~There ~~13.~~are ~~Certain~~not ~~Relationships~~and have not been any disagreements between the Company and ~~Related~~its ~~Transactions~~accountants on any matter of accounting principles, practices or financial statement disclosure.

OnItem ~~November 20, 2006, the Company entered into a line of credit agreement with each of its two stockholders (the “Loan Agreements”)~~9A. Controls The Loan Agreements each provide the Company with a revolving credit line up to a maximum of $6,255, for an aggregate credit line of $12,510 (the “Credit Line”). The Credit Line may be increased or amended from time to time. The outstanding amount due under the Credit Line will accrue interest at a rate of 4.75% per annum and ~~will be calculated based on actual days outstanding and a 360-day year~~Procedures. Outstanding principal and accrued interest shall be repaid in full upon the earlier of the completion of a merger or December 31, 2011. On February 26, 2007, the Loan Agreements were amended to increase the Credit Line to an aggregate of $30,000. The Loan Agreements were further amended on June 1, 2007 to increase the interest rate charged on outstanding loan borrowings from 4.75% per annum to the Prime Rate of Interest, as listed in the Wall Street Journal, plus 1% per annum. In addition, the default rate of interest was changed from 10.0% to the prime rate of interest, as reported in the Wall Street Journal, plus 6.0% per annum. On September 24, 2007, the Loan Agreements were amended to further increase the Credit Line to an aggregate of $50,000. On June 20, 2008, the agreements were amended to increase the maximum aggregate principal amount to $100,000. On March 5, 2010 the Loan Agreements were amended to increase the maximum aggregate principal amount to $200,000. This maximum principal amount may be further amended from time to time. Interest on outstanding loans is calculated based on actual days outstanding and a 360 day year. Outstanding principal and accrued interest is to be repaid in full upon the earlier of the completion of a merger or December 31, 2013. At September 16, 2011, the balance outstanding under these agreements was $119,910 plus accrued interest of $16,273. On September 16, 2011, the line of credit agreements were cancelled and the outstanding balance and accrued interest was converted to additional paid-in capital.

OnEvaluation ~~May 16, 2011, the Company entered into an option agreement (the “Option Agreement”) with Granite Investor Group, Inc. (“Granite”), the sole stockholder~~ of ~~the~~Disclosure ~~Company,~~Controls that provided Granite, or an affiliate of Granite, with an option to purchase such number of common shares of the Company as shall be required to obtain control of the Company for an aggregate purchase price of $25,000, which would be used by the Company to repurchase the shares of common stock currently issued and outstanding. In accordance with the agreement, Granite agreed to reimburse the Company for expenses incurred after May 16, 2011, the date of the agreement, that relate to complying with reporting obligations pursuant to the Securities Exchange Act of 1934.Procedures

InThe ~~connection~~Company’s ~~with the~~management ~~exercise~~is responsible for establishing and maintaining a system of ~~the~~disclosure ~~option,~~controls onand ~~September~~procedures ~~16,~~(as ~~2011,~~defined ~~the~~in ~~Company~~Rule ~~issued~~13a-15(e) and ~~sold~~15d-15(e) anunder ~~aggregate~~the ofExchange ~~2,500,000~~Act) ~~shares~~that ofis ~~Common~~designed ~~Stock~~ to ~~Granite~~ensure ~~for~~that aninformation ~~aggregate~~required ~~purchase~~to ~~price~~be ~~equal~~disclosed toby ~~$25,000,~~the ~~which~~Company ~~amount~~in ~~was~~the ~~used~~reports tothat ~~repurchase~~the ~~2,500,000~~Company ~~shares~~files ofor ~~Common~~submits ~~Stock held~~under bythe ~~Richard~~Exchange F.Act ~~Beston~~is recorded, ~~the~~processed, ~~Company's~~summarized ~~President~~ and areported, ~~director~~within ~~immediately~~the ~~prior~~time toperiods specified in the ~~transaction~~Commission’s rules and ~~John~~ Wforms. Disclosure ~~Branch~~controls and procedures include, ~~the~~ ~~Company's~~without ~~Secretary~~limitation, ~~immediately~~controls ~~prior~~and procedures designed to ~~the~~ensure ~~transaction,~~that ~~for~~information anrequired ~~aggregate~~to ~~purchase~~be ~~price~~disclosed ~~equal~~by toan ~~$25,000. The~~issuer ~~repurchased shares~~in ~~were~~the ~~then~~reports ~~cancelled.~~that Ait ~~change~~files ofor ~~control~~submits ofunder the ~~Company~~Exchange ~~resulted~~Act ~~upon~~is ~~the~~accumulated ~~closing~~and ofcommunicated to the ~~transaction.~~issuer’s ~~New~~management, including its principal executive officer or officers ~~were appointed~~and toprincipal ~~serve~~financial asofficer ~~President,~~or ~~Treasurer~~officers, ~~and~~or ~~Secretary~~persons performing similar functions, ~~effective~~as ~~upon~~appropriate ~~resignation~~to ofallow ~~Mr.~~timely ~~Beston~~decisions ~~and~~regarding ~~Mr.~~required ~~Branch~~disclosure.

~~Professional~~In ~~fees~~accordance ~~in the~~with ~~amount~~Exchange ofAct $7Rules 13a-15 and 15d-15,~~500~~ ~~were~~an ~~paid~~evaluation onwas ~~behalf~~completed under the supervision and with the participation of the Company’s bymanagement, ~~Ten~~including Xthe ~~Holdings~~Company’s Chief Executive Officer, ~~LLC~~Principal ~~(“Ten~~Financial ~~X”)~~Officer and Secretary, anof ~~affiliate~~the effectiveness of the design and operation of the Company ~~former~~’s ~~officers~~disclosure controls and ~~directors.~~procedures ~~The~~as ~~amount~~of ~~was~~the ~~unsecured,~~end ~~non-interest~~of ~~bearing~~the ~~and~~period ~~had~~covered noby ~~stipulated~~this ~~repayment~~Annual ~~terms~~Report. Based ~~The~~on $5that evaluation,~~000 deposit~~ ~~paid~~the byCompany’s ~~Granite~~management including the Chief Executive Officer, Principal Financial Officer and Secretary, concluded that the Company’s disclosure controls and procedures were effective in ~~connection~~providing ~~with~~reasonable assurance that information required to be disclosed in the ~~Option~~Company’s ~~Agreement,~~reports ~~was~~filed ~~received~~or bysubmitted ~~Ten~~under Xthe Exchange Act was recorded, processed, summarized, and ~~applied~~reported towithin the ~~outstanding~~time ~~loan~~periods ~~balance~~specified in the Commission’s rules and forms.

~~During~~Evaluation ~~the year ended December 31, 2011, professional fees in the amount~~ of ~~$10,308~~Internal ~~were~~Controls ~~paid by Granite, the Company’s sole stockholder on behalf of the Company. The outstanding balance of $10,308 is reported as loan payable~~ and ~~is unsecured, non-interest bearing with no stipulated repayment terms.~~Procedures

Our management is also responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s ~~utilizes~~internal control over financial reporting is designed to provide reasonable assurance regarding the ~~office~~ ~~space~~reliability of financial reporting and ~~equipment~~the preparation of ~~its~~financial ~~management~~statements atfor noexternal ~~cost.~~purposes ~~Management~~in ~~estimates~~accordance ~~such~~with ~~amounts~~generally toaccepted beaccounting ~~immaterial~~principles.

15Our internal control over financial reporting includes those policies and procedures that:

~~Except~~● asPertain ~~otherwise indicated~~to ~~herein,~~the ~~there~~maintenance ~~have~~of ~~been~~records nothat, ~~related~~in ~~party~~reasonable ~~transactions~~detail, oraccurately ~~any~~and ~~other~~fairly ~~transactions~~reflect orthe ~~relationships~~transactions ~~required~~and todispositions beof ~~disclosed pursuant~~the toassets ~~Item 404~~ of ~~Regulation~~the ~~S-K.~~Company;

~~Director~~● ~~Independence~~Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of the Company’s management and sole director; and

~~The~~● ~~Company~~Provide isreasonable ~~not a~~assurance ~~listed~~regarding ~~issuer~~prevention ~~whose securities are listed on a national securities exchange,~~ or antimely ~~inter-dealer~~detection ~~quotation system which has requirements that a majority~~ of ~~the~~unauthorized ~~board of directors be independent. Under NASDAQ Rule 5605(a)(2)(A)~~acquisition, ause ~~director is not considered to be independent if he~~ or ~~she~~disposition ~~also is an executive officer or employee~~ of ~~the corporation. Under such definition, Richard F. Beston,~~ our ~~sole~~assets ~~director would~~that ~~not~~could behave ~~considered~~a ~~independent~~material aseffect heon ~~is also an executive officer of~~ the ~~Company~~financial statements.

~~Item~~Management 14assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012. In ~~Principal~~making ~~Accounting~~this ~~Fees~~assessment, ~~and~~management ~~Services~~used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control over Financial Reporting – Guidance for Smaller Public Companies. Based on our assessment of those criteria, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2012.

~~Raich~~This ~~Ende~~annual ~~Malter~~report ~~& Company~~does ~~LLP~~not ~~(“Raich~~include ~~Ende”)~~an isattestation ~~the~~report ~~Company'~~of our registered public accounting firm regarding our internal controls over financial reporting. Management’s ~~independent~~report was not subject to attestation by our registered public accounting firm pursuant to Section 404(c) of the Sarbanes-Oxley Act that permits us to provide only management’s report in this annual report.

~~Audit Fees~~13

~~The~~Changes ~~aggregate fees billed by Raich Ende for professional services rendered for the audit of our annual financial statements and review of financial statements included~~ in ~~our~~Internal ~~quarterly~~Controls ~~reports~~over onFinancial Form 10-Q or services that are normally provided in connection with statutory and regulatory filings were $16,000 for the fiscal year ended December 31, 2011 and $15,500 for the fiscal year ended December 31, 2010.Reporting

~~Audit-Related~~There ~~Fees~~have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter of the year ended December 31, 2012, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

~~There~~Item ~~were~~9B. noOther fees billed by Raich Ende for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal years ended December 31, 2011 and 2010Information.

~~Tax Fees~~None.

~~The~~PART aggregate fees billed by Raich Ende for professional services for tax compliance, tax advice, and tax planning were $500 for the fiscal year ended December 31, 2011 and $500 for the period ended December 31, 2010. III

~~All~~Item ~~Other~~10. ~~Fees~~Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.

~~There~~(a) Identification ~~were~~of noDirectors ~~fees billed by Raich Ende for other products~~ and ~~services~~Executive ~~for the fiscal years ended December 31, 2011 and 2010~~Officers.

~~Audit~~The ~~Committee’s~~following ~~Pre-Approval Process~~table sets forth certain information regarding the current executive officers and directors of the Company:

The Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board of Directors.

Name	Age	Position	Term
Barry Cohen	72	Chief Executive Officer, President and Director	September 16, 2011 through Present
A. Christian Schauer	70	Chief Financial Officer	February 8, 2013 through Present
Jared B. Stamell	65	Secretary, Treasurer, Vice President and Director	September 16, 2011 through Present

~~Part~~Barry IVCohen, 72, the Company’s Chief Executive Officer since February 8, 2013, a director since September 16, 2011, and President from September 16, 2011 to February 8, 2013 and since March 29, 2013, has served as President and Chief Executive Officer of Granite Investor Group, Inc. since its founding in 2009. Between 2006 and 2008, Mr. Cohen was a private investor and founded AVRA Surgical, Inc. in 2009, a medical technology company. From approximately 1979 to 1983 he served as director of Synalloy Corp., a manufacturer of pipe, piping systems and specialty chemicals after which he was appointed to serve as President from 1984-1985. Mr. Cohen also served as Chairman of the Executive Board of Wolverine Technologies, Inc., a NYSE listed company from 1979 to 1983 and President of Barry F. Cohen & Co., an NASD member. Mr. Cohen has 50 years’ experience in managing private and public industrial companies, and 47 years’ experience as a securities executive. This significant experience led us to believe that Mr. Cohen should serve as a director.

~~Item~~A. 15Christian Schauer, 70, the Company’s Chief Financial Officer since February 8, 2013, earned a B.B.A. ~~Exhibits~~in Accounting from Western Michigan University in 1965 and his C.P.A. in Michigan in 1967. Following almost 10 years with Ernst & Ernst (now Ernst & Young) in Kalamazoo and Cleveland, Mr. Schauer joined Clausing Corporation in 1974 as Chief Financial ~~Statement~~Officer, ~~Schedules~~and served that Company for 25 years in various senior management positions, the last 15 years as Chairman and CEO. In 1999, Mr. Schauer was recruited as the CEO for Triple S Plastics. He later arranged a merger of Triple S Plastics with Eimo of Finland. Mr. Schauer has served as an executive and non-executive director for several companies, including First of America Bank, Durametallic Corporation, Triple S Plastics, Harter Corporation, The 600 Group Plc. (London), and Z Seven Fund. Mr. Schauer currently serves as a non-executive director for Griffith Laboratories, Inc., as an advisor to The Windquest Companies and as a Trustee of the Boards at Kalamazoo Valley Community College and Hope Network. From 2003 to the present, Mr. Schauer has served as Chairman, President and CEO of PharmOptima LLC, a pre-clinical contract research company based in Portage, Michigan.

(Jared B. Stamell, 65, the Company’s Vice President, Secretary, Treasurer and a) Wedirector ~~set~~since ~~forth~~September ~~below~~16, 2011 and Chief Financial Officer from November 18, 2011 to February 8, 2013, has served as Vice President, Secretary, Treasurer and General Counsel of Granite Investor Group, Inc. since 2009. He has served as a ~~list~~Partner in the New York law firm, Stamell & Schager, LLP since 1989. Mr. Stamell is admitted to practice before the United States Supreme Court, in many United States Courts of ~~our~~Appeal ~~audited financial~~and ~~statements~~District ~~included~~Courts, and he is a member of the bar of the States of New Jersey, New York, Massachusetts and the District of Columbia. He is a graduate of the University of Michigan and received his law degree, J.D., Cum Laude, from Harvard Law School which awarded him a Frank Knox Fellowship to do graduate work in ~~Item~~economics. 8Mr. Stamell received an M.Sc. in Economics from the London School of ~~this~~Economics. ~~annual~~Mr. ~~report~~Stamell’s onexperience ~~Form~~with ~~10-K~~representing industrial and financial businesses in litigation and financing and organizing companies led us to believe that Mr. Stamell should serve as a director.

1614

Statement	Page*
Index to Financial Statements	F-1
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statement of Changes in Stockholder’s Equity (Deficit)	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7

Our directors are elected annually for a one year term or until their respective successors are duly elected and qualified or until their earlier resignation or removal. Our officers are appointed by the Board and serve at the Board's discretion.

~~________~~To our knowledge, other than preliminary discussions with potential board members in connection with the Company’s intention to expand its board of directors, there is no arrangement or understanding between or among any of our directors or officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer. In addition, there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Company during the past ten years.

*Page (b) Significant ~~F-1 follows page 11 to this annual report on Form 10-K~~Employees.

~~(b)~~As ~~Index~~of tothe ~~Exhibits~~date ~~required~~hereof, bythe ~~Item~~Company ~~601~~has ofno ~~Regulation~~significant ~~S-K~~employees.

Exhibit	Description
3.1*	Certificate of Incorporation
3.2*	By-laws
10.1**	Securities Purchase Agreement, dated September 16, 2011
10.2**	Repurchase Agreement, dated September 16, 2011
10.3***	Option Agreement by and between the Company and Granite Investor Group, Inc., dated May 16, 2011
14.1****	Code of Ethics
31.1	Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
31.2	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
32.1	Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.2	Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

17There are no family relationships among directors, executive officers, or persons nominated or chosen by the issuer to become directors or executive officers.

101.INS	XBRL INSTANCE DOCUMENT
101.SCH	XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
101.CAL	XBRL TAXONOMY CALCULATION LINKBASE DOCUMENT
101.DEF	XBRL TAXONOMY DEFINITION LINKBASE DOCUMENT
101.LAB	XBRL TAXONOMY LABEL LINKBASE DOCUMENT
101.PRE	XBRL TAXONOMY PRESENTATION LINKBASE DOCUMENT

(d) Involvement in Certain Legal Proceedings.

*There ~~Filed~~have asbeen anno ~~exhibit~~events tounder ~~the~~any ~~Company's~~bankruptcy ~~registration~~act, ~~statement~~no oncriminal ~~Form~~proceedings ~~10-SB~~and no judgments, asinjunctions, ~~filed~~orders ~~with~~or decrees material to the ~~Securities~~evaluation of the ability and ~~Exchange~~integrity ~~Commission~~of ~~(“SEC”)~~any ondirector, ~~November~~executive 22officer, ~~2006~~promoter ~~and~~or ~~incorporated~~control ~~herein~~person byof ~~this~~Registrant ~~reference~~during the past ten years.

**Compliance ~~Filed~~with asSection an16(a) ~~exhibit~~of to the ~~Company’s~~Exchange ~~Current Report on Form 8-K, as filed with the SEC on September 22, 2011 and incorporated herein by this reference.~~Act

~~***~~Section ~~Filed~~16(a) asof anthe ~~exhibit~~Securities toExchange ~~the~~Act ~~Company’s~~of ~~Current~~1934 ~~Report~~requires onexecutive ~~Form 8-K~~officers, asdirectors ~~filed~~and persons who own more than 10% of a registered class of our equity securities to file reports of ownership with the ~~SEC~~Securities onand ~~May~~Exchange 19Commission. Executive officers, ~~2011~~directors and ~~incorporated~~more ~~herein~~than 10% shareholders are required by ~~this~~regulations ~~reference~~to furnish us with copies of all Section 16(a) reports they file.

~~****~~Based ~~Filed~~solely ason ~~an exhibit to~~ the Company’s ~~annual~~review ~~report~~of onthe ~~Form~~copies ~~10-KSB~~of ~~filed~~the ~~with~~forms received by it during the ~~SEC~~fiscal onyear ~~March~~ended 5,December ~~2008~~31, 2012 and ~~incorporated~~written ~~herein~~representations bythat ~~this~~no ~~reference.~~other reports were required, the Company believes that the following person(s) who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company’s common stock failed to comply with all Section 16(a) filing requirements during such fiscal years:

Name	Number of Late Reports	Number of Transactions not Reported on a Timely Basis	Failure to File a Required Form
Granite Investor Group, Inc.	2	2	Form 4
Jared Stamell	2	2	Form 4
Barry F. Cohen	2	2	Form 4
Nikhil L. Shah	2	2	Form 4

~~SIGNATURES~~Code of Ethics

InOn ~~accordance~~December ~~with~~31, ~~Section~~2007, 13Company oradopted ~~15(d)~~a formal code of ~~the~~ ~~Securities~~ethics ~~Exchange~~statement ~~Act~~for senior officers and director (the “Code of ~~1934~~Ethics”) that is designed to deter wrongdoing and to promote ethical conduct and full, fair, accurate, timely and understandable reports that the ~~registrant~~Company files or submits to the SEC and others. A form of the Code of Ethics has ~~duly~~been ~~caused~~filed ~~this~~as ~~report~~an exhibit to bethe ~~signed~~Company’s annual report on ~~its~~Form ~~behalf~~10-KSB byfiled with the ~~undersigned~~SEC on March 5, ~~thereunto~~ ~~duly~~2008. Requests ~~authorized~~for copies of the Code of Ethics should be sent in writing to AVRA Surgical Robotics, Inc., Attention: CEO, c/o Stamell & Schager, LLP, 1 Liberty Plaza, 35th Floor, New York, NY 10006.

	RFG ACQUISITION II INC.
Dated: April 3, 2012	By:	/s/ Barry F. Cohen
		Barry F. Cohen
		President and Director
		Principal Executive Officer
Dated: April 3, 2012	By:	/s/ Jared B. Stamell
		Jared B. Stamell
		Secretary, Treasurer and Director
		Chief Financial Officer
		Principal Financial Officer

InNominating accordance with Section 13 or 15(d) 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 indicated.Committee

	Title	Date
/s/ Barry F. Cohen	President and Director	April 3, 2012
Barry F. Cohen
/s/ Jared B. Stamell	Secretary, Treasurer, Chief Financial	April 3, 2012
Jared B. Stamell	Officer and Director

We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.

19Audit Committee

The Board of Directors acts as the audit committee. The Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.

Item 11. Executive Compensation.

The following table sets forth, for the last completed fiscal year ended December 31, 2012, the cash compensation paid by the Company, as well as certain other compensation paid with respect to that year, to Company’s officers and directors. We did not pay any cash or other compensation to our executive officers in 2011 or 2010.

Summary Compensation Table
Name and Principal Position	Year		Salary ($)			Bonus ($)		Stock Awards ($)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-qualified Deferred Compensation Earnings ($)		All Other Compensation (€)			Total

Barry Cohen Chief Executive Officer, President and Director	2012			0			0		0			0		0		0		0			0

A. Christian Schauer Chief Financial Officer	2012			0			0		0			0		0		0		0			0

Dr. Sudhir Srivastava Former President		2012		0			0		0			0		0		0		0			0

Jared B. Stamell Vice President, Secretary, Treasurer, and Director		2012		0			0		0			0		0		0		0			0

Bernd Gombert Former Executive Vice President, Chief Scientist and Technical Officer		2012	$	167,250	(1)		0	$	1,500,000	(2)		0		0		0	$	43,799	(1)(3)	$	1,711,049

Stephan Sagolla Senior Vice President for Marketing and Sales		2012	$	167,250	(1)		0	$	1,500,000	(4)		0		0		0	$	43,415	(1)(5)	$	1,710,665

(1) Reflects amounts paid or accrued by the Company from the effective date of the employee’s employment agreement, August 2, 2012, through December 31, 2012.

(2) Reflects the fair value of 1,000,000 shares of common stock of the Company granted to Mr. Gombert pursuant to his employment with the Company at the time of issuance.

(3) Includes: (i) $8,363 paid or accrued by the Company for Mr. Gombert’s health insurance, social security and other tax obligations; (ii) $25,686 accrued by the Company for a private pension fund for Mr. Gombert's benefit; and (iii) $9,750 accrued by the Company for all leasing and operating costs arising from Mr. Gombert's use of a Company car.

(4) Reflects the fair value of 1,000,000 shares of common stock of the Company granted to Mr. Sagolla pursuant to his employment with the Company at the time of issuance.

(5) Includes: (i) $8,363 paid or accrued by the Company for Mr. Sagolla’s health insurance, social security and other tax obligations; (ii) $25,686 accrued by the Company for a private pension fund for Mr. Sagolla's benefit; and (iii) $9,366 paid or accrued by the Company for all leasing and operating costs arising from Mr. Sagolla's use of a Company car.

As an “emerging growth company” we will not be required to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees, as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Pension Benefits and Nonqualified Deferred Compensation

We have not adopted any formal plan or program for the payment of retirement benefits, or benefits that will be paid primarily following retirement, including but not limited to tax-qualified defined benefit plans, supplemental executive retirement plans, tax-qualified defined contribution plans and nonqualified defined contribution plans.

Except as otherwise discussed herein, including those sections entitled "Employment Agreements, Termination of Employment and Change-in Control Agreements" and "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters," there are no contracts, agreements, plans or arrangements, written or unwritten, that provide for payment to our executive officers and directors at, following, or in connection with the resignation, retirement or other termination of a named executive officer or director, or a change in control of our company or a change in the name executive officer's responsibilities following a change in control, with respect to each officer and director.

Employment Agreements, Termination of Employment and Change-in Control Agreements

Effective August 2, 2012, we entered into the Employment Agreements with Stephan Sagolla, to serve as our Chief Executive Officer and Bernd Gombert to serve as our Chief Scientist and Technical Officer. Pursuant to the terms and conditions of the Employment Agreements, Mr. Sagolla and Mr. Gombert (the “Employees”) will be employed by the Company for a term of five years, unless earlier terminated pursuant to the terms therein. The Employment Agreements provide that the Employees each will receive an initial base salary of €300,000 gross per year, to be paid monthly on the last day of each month and subject to annual review and increases by our Board, as it deems appropriate.

In addition to their salaries, the Employees each will be entitled to receive: (i) €15,000 per year, paid monthly at the end of each month, in full compensation for any Social Security assessments, health insurance and any analogous charges assessed based on income; (ii) €48,000 per year, paid at the end of each calendar year, into a private pension fund for the Employees’ benefit; (iii) four weeks of paid vacation time per year; (iv) continued base salary for up to twelve months of disability; (v) severance pay for six months at the base salary rate, plus accrued benefits, including all vested stock options in the event that either Employee is terminated by the Company during the first two years of his employment; (vi) executive compensation in the form of options or shares, or both, under any long-term equity compensation plan that may be adopted by the Company; (vii) other business expenses reasonably incurred for promoting the Company's business; and (vii) all leasing and operating costs arising from use of Company cars.

Upon any termination, the Employment Agreements provide that the Employees will be entitled to any unpaid accrued salary and benefits as of the termination date. If either of the Employees chose to resign and, thus, terminate their respective employments with the Company prior to the expiration of the five-year term, they would not be permitted to own, manage or control any business that directly competes with the Company, its subsidiaries or affiliates for the two-year period thereafter; however, if the Company terminates their employment, the non-compete period will be co-extensive with the number of months for which the Employees would be entitled to severance pay.

On December 31, 2012, the Company issued 1,000,000 shares to each Mr. Sagolla and Mr. Gombert. The value of the shares at the date of issuance was deemed to be $1.50 per share and accordingly compensation expense of $3,000,000 has been charged to operations for the year ended December 31, 2012.

On February 8, 2013, to better position the Company as it plans to expand its board of directors, Mr. Sagolla resigned as our Chief Executive Officer, and was simultaneously appointed as the Company’s Senior Vice President for Marketing and Sales and Mr. Gombert was appointed Executive Vice President of the Company in addition to remaining Chief Scientist and Technical Officer, with the terms of the Employment Agreements otherwise remaining in full force and effect.

On March 1, 2013, Bernd Gombert terminated his employment agreement with the Company and resigned from his positions as Executive Vice President and Chief Scientist and Technical Officer, alleging non-payment of salary.

The foregoing description of the terms and conditions of the Employment Agreements provides only a brief summary and is qualified in its entirety by reference to the full text of the Employment Agreements filed, in the case of Mr. Sagolla, as an exhibit to our Current Report on Form 8-K filed with the SEC on August 7, 2012, and in the case of Mr. Gombert, as an exhibit to our Quarterly Report on Form 10-Q for the period ended September 30, 2012 filed with the SEC on November 30, 2012.

Compensation Committee Interlocks and Insider Participation

We do not have a standing compensation committee or a committee performing similar functions; our Board of Directors performs the functions of a compensation committee. Our Board of Directors is made up of Messrs. Cohen and Stamell, both of whom are also executive officers. With the exception of Mr. Sagolla, our Senior Vice President for Marketing and Sales, none of our officers or directors receives compensation for their services to us. As we grow, our Board of Directors expects that they will adopt compensation policies in the future that will apply to our officers and directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

(a) The following tables set forth certain information as of March 29, 2013, regarding (i) each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of Common Stock, (ii) each director and executive officer of the Company and (iii) all officers and directors as a group.

Unless otherwise specified, the address of each of the persons set forth below is c/o Stamell & Schager, LLP, 1 Liberty Plaza, 35th Floor, New York, NY 10006.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)			Percentage of Class(2)
Granite Investor Group Inc. c/o Stamell & Schager, LLP 1 Liberty Plaza, 35th Floor New York, NY 10006		27,500,000			68	%
Barry F. Cohen (3) c/o Stamell & Schager, LLP 1 Liberty Plaza, 35th Floor New York, NY 10006		18,325,000	(6)		45.3	%
Jared Stamell (4) c/o Stamell & Schager, LLP 1 Liberty Plaza, 35th Floor New York, NY 10006		6,963,757	(6)		17.2	%
Nikhil L. Shah (5) c/o Stamell & Schager, LLP 1 Liberty Plaza, 35th Floor New York, NY 10006		2,750,000	(6)		6.8	%
A. Christian Schauer c/o Stamell & Schager, LLP 1 Liberty Plaza, 35th Floor New York, NY 10006		233,333		>1		%
All Directors and Executive Officers as a Group (3 individuals)		25,552,090			63.2	%

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(1)

Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to our common stock. For each beneficial owner above, any options exercisable within 60 days have been included in the denominator.

(2)

Based on 40,422,114 shares of common stock issued and outstanding as of March 29, 2013.

(3)

Barry F. Cohen is the Chief Executive Officer, President and a director of the Company. Mr. Cohen beneficially owns 66% of the issued and outstanding common stock owned of record by Granite and therefore may be deemed to have voting and investment control over 66% of any securities of the Company owned by Granite.

(4)

Jared Stamell is the Vice President, Secretary, Treasurer, and a director of the Company. Mr. Stamell beneficially owns 24% and 100% of the issued and outstanding common stock owned of record by Granite and Stamell & Schager, LLP, respectively, and therefore may be deemed to have voting and investment control over 24% of the Company's securities owned by Granite and 100% of the Company’s securities owned by Stamell & Schager, LLP.

(5)

Nikhil Shah beneficially owns 10% of the issued and outstanding common stock owned of record by Granite and therefore may be deemed to have voting and investment control over 10% of the Company's securities owned by Granite.

(6)

Includes the 27,500,000 shares of common stock owned of record by Granite and the 363,757 shares of common stock owned of record by Stamell & Schager, LLP.

(b) The Company currently has not authorized any compensation plans or individual compensation arrangements.

Item 13. Certain Relationships and Related Transactions.

During the year ended December 31, 2012, legal services rendered by Stamell & Schager LLP, an affiliate of Jared Stamell, our Vice President, Secretary, Treasurer, and a director in the amount of $516,204 were incurred by the Company and included in accounts payable. As of February 28, 2013, an additional $175,000 in legal expenses has been accrued for Stamell & Schager LLP.

During the year ended December 31, 2012, professional fees in the amount of $26,774 were paid on behalf of the Company by AVRA Surgical, Inc. The amount was treated as an unsecured, non-interest bearing loan to the Company and had no stipulated repayment terms.

On October 22, 2012, through our 80% owned subsidiary, MIS-Robotics, we entered into a joint development and manufacturing agreement (the "Development Agreement") with RG Mechatronics GmbH, a German corporation ("RGM"), pursuant to which RGM agreed to engineer and develop all components and systems and initially manufacture robotic products for surgical applications and to deliver for each product all drawings, specifications and tooling necessary for manufacturing (collectively, the "Products"). Bernd Gombert, our former Executive Vice President and Chief Scientist and Technical Officer, is an officer and employee of RGM and a shareholder of MIS-Robotics, and therefore may be deemed to have a material interest in the transaction. Pursuant to the terms and conditions of the Development Agreement, the parties have agreed to establish a joint development committee ("JDC") consisting of representatives from each party to specify (i) the performance and design specifications of the Products, (ii) the budget for development of the Products, including RGM's remuneration for services rendered, and (iii) the timeline for developing the Products. The Development Agreement provides that we will pay RGM for its work, labor and services on a time and materials basis in accordance with a development budget established by the JDC. On October 23, 2012, the JDC agreed on a two year general budget in the aggregate amount of €20,000,000, to be amended as necessary. To fund planned operations for the next 12 months, the Company will need additional capital resources of at least approximately $10,000,000, which we may obtain through future sales of our securities or through generation of revenue. However, there are no assurances that the Company will be able to raise additional capital as may be needed, or generate revenues to fund the budget as currently agreed. Further, if the current economic climate negatively impacts the Company, as it may, and the Company is unable to raise additional capital on acceptable terms it could have a material adverse effect on the Company's financial condition and future operations.

On December 31, 2012, we entered into common stock purchase agreements with 41 accredited investors (including Barry Cohen, our Chief Executive Officer and a director, Stamell & Schager, LLP, an affiliate of Jared Stamell, our Vice President, Secretary, Treasurer, and a director, and Granite, who purchased 175,000, 363,757 and 2,500,000 shares, respectively) dated as of December 31, 2012 (the “December Purchase Agreements”), all of which were investors of AVRA Surgical, Inc., an entity that is affiliated with the Company and its management; that invested in the Company with the intent of investing in a surgical robotics company (the “Original AVRA Investment”). In accordance with the terms of the December Purchase Agreements and for the purpose of satisfying the intent of the Original AVRA Investment, we sold an aggregate of 10,919,254 shares of our common stock in a private placement, at a per share purchase price equal to $0.0001 par value for aggregate gross proceeds of approximately $1,091.92.

We currently utilize the office space and equipment of our management at no cost. Management estimates such amounts to be immaterial. Our subsidiary, MIS-Robotics, leases office space in Seefeld, Germany from ezm, a German entity owned by Bernd Gombert, our former Executive Vice President and Chief Scientist and Technical Officer, under a three-year lease commencing August 1, 2012. The monthly rent and utilities total €2,363.46 plus 19% Value Added Tax ("VAT").

Except as otherwise indicated herein, there have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

Director Independence

Our securities are not listed on a national securities exchange, or an inter-dealer quotation system which has a requirement that a majority of the board of directors be independent. Under NASDAQ Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is an executive officer or employee of the corporation. Under such definition, none of our directors would be considered independent because our two directors, Mr. Cohen and Mr. Stamell, each serve as an executive officer of the Company.

Item 14. Principal Accounting Fees and Services

Raich Ende Malter & Company LLP (“Raich Ende”) is the Company's independent registered public accounting firm.

Audit Fees

The aggregate fees billed by Raich Ende for professional services rendered for the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings were $70,970 for the fiscal year ended December 31, 2012 and $16,000 for the fiscal year ended December 31, 2011.

Audit-Related Fees

There were no fees billed by Raich Ende for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal years ended December 31, 2012 and 2011.

Tax Fees

The aggregate fees billed by Raich Ende for professional services for tax compliance, tax advice, and tax planning were $2,500 for the fiscal year ended December 31, 2012 and $500 for the period ended December 31, 2011.

All Other Fees

There were no fees billed by Raich Ende for other products and services for the fiscal years ended December 31, 2012 and 2011.

Audit Committee’s Pre-Approval Process

The Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board of Directors.

Part IV

Item 15. Exhibits, Financial Statement Schedules

(a) We set forth below a list of our audited financial statements included in Item 8 of this annual report on Form 10-K.

Statement		Page*

Index to Financial Statements		F-1

Report of Independent Registered Public Accounting Firm		F-2

Balance Sheets		F-3

Statements of Operations		F-4

Statements of Comprehensive Loss		F-5

Statement of Changes in Stockholder’s Equity (Deficit)		F-6

Statements of Cash Flows		F-7

Notes to Financial Statements		F-8

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*Page F-1 follows page 12 to this annual report on Form 10-K.

(b) Index to Exhibits required by Item 601 of Regulation S-K.

Exhibit No.	Description	Incorporation by Reference
		Form	Exhibit	Filing Date

3.1	Certificate of Ownership and Merger filed with the Office of Secretary of State of Delaware on August 3, 2012	8-K	3.1	08/07/2011

3.2	Certificate of Incorporation	10-SB		11/22/2006

3.3	Bylaws	10-SB		11/22/2006

10.1	Securities Purchase Agreement, dated September 16, 2011	8-K	10.1	09/22/2011

10.2	Repurchase Agreement, dated September 16, 2011	8-K	10.2	09/22/2011

10.3	Initial Purchase Agreement, dated December 19, 2012	8-K	10.1	01/07/2012

10.4	Form of December Purchase Agreement, dated December 31, 2012	8-K	10.3	01/07/2012

10.5	Form of Subsequent Purchase Agreement, dated December 31, 2012	8-K	10.4	01/07/2012

10.6	Form of Warrant	8-K	10.2	01/07/2012

10.7	Development and Manufacturing Agreement, dated October 22, 2012	8-K	10.3	11/30/2012

10.8	Form of Employment Agreement with, Stephan Sagolla, dated August 2, 2012	8-K	10.1	8/07/2012

10.9	Form of Employment Agreement with Bernd Gombert, dated October 5, 2012	8-K	10.4	11/30/2012

10.10	Form of February Purchase Agreement, dated February 20, 2013*

14.1	Code of Ethics	10K-SB	14.1	03/05/2008

31.1	Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2012

31.2	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2012

32.1	Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

32.1	Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

101.INS	XBRL INSTANCE DOCUMENT

101.SCH	XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

101.CAL	XBRL TAXONOMY CALCULATION LINKBASE DOCUMENT

101.DEF	XBRL TAXONOMY DEFINITION LINKBASE DOCUMENT

101.LAB	XBRL TAXONOMY LABEL LINKBASE DOCUMENT

101.PRE	XBRL TAXONOMY PRESENTATION LINKBASE DOCUMENT

* Filed herewith.

SIGNATURES

In accordance with 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.

	AVRA SURGICAL ROBOTICS, INC.

Dated: April 1, 2013	By:	/s/ Barry F. Cohen
		Barry F. Cohen
		Chief Executive Officer, President
		and Director Principal Executive Officer

Dated: April 1, 2013	By:	/s/ A. Christian Schauer
		A. Christian Schauer
		Chief Financial Officer
		Principal Financial Officer

In accordance with Section 13 or 15(d) 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 indicated.

	Title	Date

/s/ Barry F. Cohen	Chief Executive Officer, President and Director	April 1, 2013
Barry F. Cohen

/s/ Jared B. Stamell	Vice President, Secretary, Treasurer, and Director	April 1, 2013
Jared B. Stamell

Filing Compare · AVRA Surgical Robotics, Inc.