UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended January 31, 2010
Commission File Number: 333-116324
ROTOBLOCK CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Nevada 20-08987999
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Employer Identification No.)
300 B Street, Santa Rosa, CA. 95401
(Address of Principal Executive Offices) (Zip Code)
(707) 578-5220
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of "accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer X
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X
At January 31, 2010, there were 1,237,224 shares of our common stock issued and outstanding. Of these shares a total of 749,129 are restricted from trading, as defined under Rule 144 of the United States Securities Act of 1933.
TABLE OF CONTENTS
| | Page |
| PART I - FINANCIAL INFORMATION | |
| | |
ITEM 1. | Consolidated Financial Statements | 3 |
| | |
ITEM 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 31 |
| | |
ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | 33 |
| | |
ITEM 4T. | Controls and Procedures | 33 |
| | |
| PART II - OTHER INFORMATION | |
| | |
ITEM 1. | Legal Proceedings | 33 |
| | |
ITEM 1A. | Risk Factors | 33 |
| | |
ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 33 |
| | |
ITEM 3. | Defaults Upon Senior Securities | 35 |
| | |
ITEM 4. | Submission of Matters to a Vote of Security Holders | 35 |
| | |
ITEM 5. | Other Information | 35 |
| | |
ITEM 6. | Exhibits | 35 |
PART I - FINANCIAL INFORMATION
Item 1. Consolidated financial statements
The consolidated financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the period presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our registration statement annual report on Form 10-K for the fiscal year ended April 30, 2009, filed with the U.S. Securities and Exchange Commission on August 13, 2009, which can be found on the SEC website (www.sec.gov) under our name or SEC File Number 000-51428.
Rotoblock Corporation
(A Development Stage Company)
Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
31 January 2010
Rotoblock Corporation
(A Development Stage Company)
Interim Consolidated Balance Sheets
(Expressed in U.S. Dollars)
(Unaudited)
| | As at 31 January 2010 | | As at 30 April 2009 (Audited) |
| | $ | | $ |
Assets | | | | |
| | | | |
Current | | | | |
Cash and cash equivalents | | 5,229 | | 4,786 |
Accounts receivable | | 207 | | 183 |
Prepaid expenses (Note 10) | | 16,501 | | 78,345 |
| | | | |
| | 21,937 | | 83,314 |
| | | | |
Patents (Note 3) | | 108,745 | | 108,745 |
| | | | |
Property and equipment (Note 4) | | 2,039 | | 251,526 |
| | | | |
| | 132,721 | | 443,585 |
Liabilities | | | | |
| | | | |
Current | | | | |
Accounts payable and accrued liabilities (Note 5) | | 207,788 | | 40,770 |
Due to related party (Note 8) | | 622 | | 551 |
Provision for legal dispute (Note 12 ii) | | 0 | | 72,000 |
| | | | |
| | 280,410 | | 113,321 |
| | | | |
Stockholders’ equity (deficiency) | | | | |
Capital stock (Note 10) | | | | |
Authorized | | | | |
200,000,000 common shares, par value $0.001 | | | | |
50,000,000 preferred shares, par value $0.001 | | | | |
Issued and outstanding | | | | |
31 January 2010 – 1,237,224 common shares, par value $0.001 | | | | |
30 April 2009 – 1,120,195 common shares, par value $0.001 | | 1,237 | | 1,120 |
Additional paid-in capital | | 5,402,837 | | 5,465,365 |
Warrants | | 727,413 | | 280,274 |
Accumulated comprehensive loss | | (4,245) | | (4,198) |
Deficit, accumulated during the development stage | | (6,202,931) | | (5,412,297) |
| | | | |
| | (75,689) | | 330,264 |
| | | | |
| | 132,721 | | 443,585 |
Nature and Continuance of Operations (Note 1), Commitments and Contingency (Note 12) and Subsequent Events (Note 14)
On behalf of the Board: /s/ Chien Chih Liu, Director /s/ Mariya Petrovska, Director
The accompanying notes are an integral part of these consolidated financial statements.
Rotoblock Corporation
(A Development Stage Company)
Interim Consolidated Statements of Operations
(Expressed in U.S. Dollars)
(Unaudited)
| | For the period from the date of inception on 2 September 2003 to 31 January 2010 (Unaudited) | | For the three month period ended 31 January 2010 | | For the three month period ended 31 January 2009 | | For the nine month period ended 31 January 2010 | | For the nine month period ended 31 January 2009 |
| | $ | | $ | | $ | | $ | | $ |
| | | | | | | | | | |
Expenses | | | | | | | | | | |
General and administrative (Schedule 1) | | 6,032,103 | | 92,134 | | 116,211 | | 864,018 | | 609,250 |
| | | | | | | | | | |
Net loss before other items | | (6,032,103) | | (92,134) | | (116,211) | | (864,018) | | (609,250) |
| | | | | | | | | | |
Other items | | | | | | | | | | |
Excess of consideration over net assets purchased from Rotoblock Inc. (Note 1) | | (138) | | - | | - | | - | | - |
Gain on disposal of property (Notes 4, 9, 10 and 13) | | 1,384 | | - | | - | | 1,384 | | - |
Provision for legal dispute (Note 12 ii) | | - | | 72,000 | | - | | 72,000 | | - |
Write-off of property and equipment | | (9,870) | | - | | - | | - | | - |
Write-off of related party receivable | | (162,204) | | - | | - | | - | | - |
| | | | | | | | | | |
Loss for the period | | (6,202,931) | | (20,134) | | (116,211) | | (790,634) | | (609,250) |
| | | | | | | | | | |
Basic and diluted loss per common share | | | | (0.02) | | (0.13) | | (0.69) | | (0.76) |
| | | | | | | | | | |
Weighted average number of common shares used in per share calculations | | | | 1,237,224 | | 909,326 | | 1,137,993 | | 806,802 |
| | | | | | | | | | |
Comprehensive loss | | | | | | | | | | |
Loss for the period | | | | (20,134) | | (116,211) | | (790,634) | | (609,250) |
Foreign currency translation adjustment | | | | - | | 6 | | (47) | | 76 |
| | | | | | | | | | |
Comprehensive loss for the period | �� | | | (20,134) | | (116,205) | | (790,681) | | (609,174) |
| | | | | | | | | | |
Comprehensive loss per common share | | | | (0.02) | | (0.13) | | (0.69) | | (0.76) |
The accompanying notes are an integral part of these consolidated financial statements.
Rotoblock Corporation
(A Development Stage Company)
Interim Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)
(Unaudited)
| | For the period from the date of inception on 2 September 2003 to 31 January 2010 | | For the three month peroid ended 31 January 2010 | | For the three month period ended 31 January 2009 | | For the nine month period ended 31 January 2010 | | For the nine month period ended 31 January 2009 |
| | $ | | $ | | $ | | $ | | $ |
| | | | | | | | | | |
Cash used in operating activities | | | | | | | | | | |
Loss for the period | | (6,202,931) | | (20,134) | | (116,211) | | (790,634) | | (609,250) |
Adjustments to reconcile loss to net cash used by operating activities: | | | | | | | | | | |
Contributions to capital by related party – expenses (Notes 9 and 13) | | 375,000 | | 25,000 | | 25,000 | | 75,000 | | 75,000 |
Depreciation (Note 4) | | 6,253 | | 121 | | 521 | | 871 | | 768 |
Gain on disposal of property (Notes 4, 9, 10 and 13) | | (1,384) | | - | | - | | (1,384) | | - |
Non-cash interest | | 11,705 | | - | | - | | - | | - |
Shares issued for services (Notes 10 and 13) | | 1,536,950 | | 9,343 | | 69,663 | | 98,845 | | 278,407 |
Stock-based compensation (Notes 10 and 13) | | 2,932,726 | | - | | - | | 408,728 | | 147,446 |
Write-off of property and equipment | | 9,870 | | - | | - | | - | | - |
Write-off of related party receivable | | 177,204 | | - | | - | | - | | - |
Changes in operating assets and liabilities: | | | | | | | | | | |
(Increase) decrease in accounts receivable | | (207) | | - | | 3 | | (24) | | 39 |
Increase in accounts payable and accrued liabilities | | 196,084 | | 42,585 | | 6,000 | | 167,017 | | 5,819 |
Increase in provision for legal dispute (Note 12) | | 0 | | (72,000) | | - | | (72,000) | | - |
| | (958,730) | | (15,085) | | (15,024) | | (113,581) | | (101,771) |
Cash flows used in investing activities | | | | | | | | | | |
Purchase of equipment (Note 4) | | (16,778) | | - | | - | | - | | (2,940) |
Purchase of patents (Note 3) | | (108,745) | | - | | - | | - | | - |
| | (125,523) | | - | | - | | - | | (2,940) |
Cash flows from used in financing activities | | | | | | | | | | |
Common shares issued for cash (Note 10) | | 1,000,941 | | - | | - | | 114,000 | | 6,475 |
Warrants granted for cash (Note 10) | | 72,164 | | - | | - | | - | | 18,525 |
Warrants exercised | | 10,000 | | - | | - | | - | | - |
Convertible promissory note payable (Note 6) | | 10,000 | | - | | - | | - | | - |
Increase (decrease) in due to related party (Note 8) | | 622 | | - | | (10) | | 71 | | (116) |
| | 1,093,727 | | - | | (10) | | 114,071 | | 24,884 |
| | | | | | | | | | |
Foreign exchange effect on cash | | (4,245) | | - | | 6 | | (47) | | 76 |
| | | | | | | | | | |
Increase (decrease) in cash and cash equivalents | | 5,229 | | (15,085) | | (15,027) | | 443 | | (79,751) |
| | | | | | | | | | |
Cash and cash equivalents, beginning of period | | - | | 20,314 | | 27,223 | | 4,786 | | 91,947 |
| | | | | | | | | | |
Cash and cash equivalents, end of period | | 5,229 | | 5,229 | | 12,196 | | 5,229 | | 12,196 |
| | | | | | | | | | |
Supplemental Disclosures with Respect to Cash Flows (Note 13)
The accompanying notes are an integral part of these consolidated financial statements.
Rotoblock Corporation
(A Development Stage Company)
Interim Consolidated Statements of Changes in Stockholders' Equity
(Expressed in U.S. Dollars)
(Unaudited)
| Number of shares issued | Capital stock | Additional paid-in capital | Warrants | Accumulated comprehensive loss | Deficit accumulated during the development stage | Stockholders’ equity |
| | | | $ | | $ | | $ | | $ | | $ | | $ |
| | | | | | | | | | | | | | |
Balance at 2 September 2003 (inception) | - | | - | | - | | - | | - | | - | | - |
Shares issued for cash | | 140,000 | | - | | 534 | | - | | - | | - | | 534 |
Shares issued for cash | | 4,000 | | - | | 38,130 | | - | | - | | - | | 38,130 |
Adjustment to number of shares issued as a result of the acquisition of net assets of Rotoblock Inc. (Note 1) | (144,000) | | - | | - | | - | | - | | - | | - |
Shares issued in connection with the acquisition of net assets of Rotoblock Inc. (Note 1) | | 300,000 | | 300 | | (300) | | - | | - | | - | | - |
Excess of consideration over net assets purchased from Rotoblock Inc. (Note 1) | - | | - | | - | | - | | - | | (138) | | (138) |
Foreign currency translation adjustment | - | | - | | - | | - | | (1,918) | | - | | (1,918) |
Net loss for the period | | - | | - | | - | | - | | - | | (108,443) | | (108,443) |
| | | | | | | | | | | | | | |
Balance at 30 April 2004 | 300,000 | | 300 | | 38,364 | | - | | (1,918) | | (108,581) | | (71,835) |
Shares issued for cash ($2.50 per share) | 200,000 | | 200 | | 499,800 | | - | | - | | - | | 500,000 |
Foreign currency translation adjustment | - | | - | | - | | - | | (1,385) | | - | | (1,385) |
Net loss for the year | | - | | - | | - | | - | | - | | (306,193) | | (306,193) |
| | | | | | | | | | | | | | |
Balance at 30 April 2005 | 500,000 | | 500 | | 538,164 | | - | | (3,303) | | (414,774) | | 120,587 |
Shares issued for cash ($13.08 per share) | 10,963 | | 11 | | 143,430 | | - | | - | | - | | 143,441 |
Shares issued for services rendered ($15.59 per share) | | 48,363 | | 48 | | 753,829 | | - | | - | | - | | 753,877 |
Shares issued for inventory ($14.50 per share) | | 12,221 | | 12 | | 177,192 | | - | | - | | - | | 177,204 |
Warrants exercised ($12.50 per share) | 800 | | 1 | | 9,999 | | - | | - | | - | | 10,000 |
Stock-based compensation | | - | | - | | 1,901,177 | | - | | - | | - | | 1,901,177 |
Foreign currency translation adjustment | - | | - | | - | | - | | (950) | | - | | (950) |
Net loss for the year | | - | | - | | - | | - | | - | | (2,767,259) | | (2,767,259) |
| | | | | | | | | | | | | | |
Balance at 30 April 2006 | 572,347 | | 572 | | 3,523,791 | | - | | (4,253) | | (3,182,033) | | 338,077 |
Shares issued for cash ($10.50 per share) (Note 10) | | 2,286 | | 2 | | 23,998 | | - | | - | | - | | 24,000 |
Shares issued for services rendered ($5.62 per share) (Note 10) | | 34,185 | | 34 | | 192,031 | | - | | - | | - | | 192,065 |
Contribution to capital by related parties – services | | - | | - | | 100,000 | | - | | - | | - | | 100,000 |
Stock-based compensation | | - | | - | | 414,711 | | - | | - | | - | | 414,711 |
Foreign currency translation adjustment | - | | - | | - | | - | | (5) | | - | | (5) |
Net loss for the year | | - | | - | | - | | - | | - | | (863,582) | | (863,582) |
| | | | | | | | | | | | | | |
Balance at 30 April 2007 | | 608,818 | | 608 | | 4,254,531 | | - | | (4,258) | | (4,045,615) | | 205,266 |
The accompanying notes are an integral part of these consolidated financial statements.
Rotoblock Corporation
(A Development Stage Company)
Consolidated Statements of Changes in Stockholders' Equity - Cont'd
(Expressed in U.S. Dollars)
(Unaudited)
| Number of shares issued | Capital stock | Additional paid-in capital | Warrants | Accumulated comprehensive loss | Deficit accumulated during the development stage | Stockholders’ equity |
| | | | $ | | $ | | $ | | $ | | $ | | $ |
| | | | | | | | | | | | | | |
Balance at 30 April 2007 | | 608,818 | | 608 | | 4,254,531 | | - | | (4,258) | | (4,045,615) | | 205,266 |
Shares issued for cash ($3.38 per share) (Note 10) | | 51,600 | | 52 | | 174,309 | | - | | - | | - | | 174,361 |
Warrants granted | | - | | - | | - | | 53,639 | | | | | | 53,639 |
Shares issued for services rendered ($2.78 per share) (Notes 10 and 13) | | 63,511 | | 64 | | 176,446 | | - | | - | | - | | 176,510 |
Contribution to capital by related parties – services (Notes 9 and 13) | | - | | - | | 100,000 | | - | | - | | - | | 100,000 |
Stock-based compensation (Notes 10 and 13) | | - | | - | | - | | 60,664 | | - | | - | | 60,664 |
Foreign currency translation adjustment | - | | - | | - | | - | | (10) | | - | | (10) |
Net loss for the year | | - | | - | | - | | - | | - | | (576,091) | | (576,091) |
| | | | | | | | | | | | | | |
Balance at 30 April 2008 | | 723,929 | | 724 | | 4,705,286 | | 114,303 | | (4,268) | | (4,621,706) | | 194,339 |
Shares issued for cash ($1.94 per share) (Note 10) | | 3,333 | | 3 | | 6,472 | | - | | - | | - | | 6,475 |
Warrants granted for cash (Note 10) | | - | | - | | - | | 18,525 | | | | | | 18,525 |
Shares issued for services rendered ($1.87 per share) (Note 10) | | 190,933 | | 191 | | 393,809 | | - | | - | | - | | 394,000 |
Shares issued for property ($1.25 per share) (Notes 4, 9, 10, and 13) | | 200,000 | | 200 | | 249,800 | | - | | - | | - | | 250,000 |
Shares issued for debt ($5.00 per share) (Notes 6 and 10) | | 2,000 | | 2 | | 9,998 | | - | | - | | - | | 10,000 |
Contribution to capital by related parties – services (Notes 10 and 13) | | - | | - | | 100,000 | | - | | - | | - | | 100,000 |
Stock-based compensation (Notes 9, 10 and 13) | | - | | - | | - | | 147,446 | | - | | - | | 147,446 |
Foreign currency translation adjustment | - | | - | | - | | - | | 70 | | - | | 70 |
Net loss for the year | | - | | - | | - | | - | | - | | (790,591) | | (790,591) |
| | | | | | | | | | | | | | |
Balance at 30 April 2009 | | 1,120,195 | | 1,120 | | 5,465,365 | | 280,274 | | (4,198) | | (5,412,297) | | 330,264 |
Shares issued for property rescinded ($1.25 per share) (Notes 4, 9, 10, and 13) | | (200,000) | | (200) | | (249,800) | | - | | - | | - | | (250,000) |
Shares issued for cash ($0.70 per share) (Note 10) | | 77,029 | | 77 | | 113,923 | | - | | - | | - | | 114,000 |
Shares issued for services rendered ($0.15 per share) (Notes 10 and 13) | | 190,000 | | 190 | | 28,310 | | - | | - | | - | | 28,500 |
Shares issued for services rendered ($0.17 per share) (Notes 10 and 13) | | 50,000 | | 50 | | 8,450 | | - | | - | | - | | 8,500 |
Contribution to capital by related parties – services (Notes 10 and 13) | | - | | - | | 75,000 | | - | | - | | - | | 75,000 |
Fair value of warrants issued | | - | | - | | (38,411) | | 38,411 | | - | | - | | - |
Stock-based compensation (Notes 9, 10 and 13) | | - | | - | | - | | 408,728 | | - | | - | | 408,278 |
Foreign currency translation adjustment | - | | - | | - | | - | | (47) | | - | | (47) |
Net loss for the period | | - | | - | | - | | - | | - | | (790,634) | | (790,634) |
| | | | | | | | | | | | | | |
Balance at 31 January 2010 | | 1,237,224 | | 1,237 | | 5,402,837 | | 727,413 | | (4,245) | | (6,202,931) | | (75,689) |
The accompanying notes are an integral part of these consolidated financial statements.
Rotoblock Corporation
(A Development Stage Company)
Schedule 1 - Interim Consolidated General and Administrative Expenses
(Expressed in U.S. Dollars)
(Unaudited)
| | For the period from the date of inception on 2 September 2003 to 31 January 2010 | | For the three month period ended 31 January 2010 | | For the three month period ended 31 January 2009 | | For the nine month period ended 31 January 2010 | | For the nine month period ended 31 January 2009 |
| | $ | | $ | | $ | | $ | | $ |
| | | | | | | | | | |
Consulting fees (Notes 9, 10 and 13) | | 964,522 | | 9,343 | | 39,320 | | 98,845 | | 159,559 |
Depreciation | | 6,253 | | 121 | | 521 | | 871 | | 768 |
Foreign exchange loss | | 1,545 | | - | | - | | - | | - |
Interest | | 17,635 | | 45 | | 93 | | 912 | | 205 |
Investor relations (Notes 10 and 13) | | 239,878 | | - | | 24,197 | | - | | 78,378 |
Listing, filing and transfer agent fees | | 52,759 | | 1,025 | | 1,320 | | 4,846 | | 8,075 |
Management fees (Notes 9 and 13) | | 375,000 | | 25,000 | | 25,000 | | 75,000 | | 75,000 |
Office and sundry | | 66,569 | | 1,116 | | 2,504 | | 6,048 | | 11,353 |
Professional fees | | 450,362 | | 10,893 | | 17,580 | | 43,089 | | 53,014 |
Public relations and shareholder information | | 190,846 | | 482 | | - | | 9,409 | | 37,033 |
Rent | | 79,205 | | - | | - | | - | | - |
Research and development | | 314,256 | | - | | - | | - | | - |
Salaries and wages | | 178,082 | | 44,109 | | - | | 178,082 | | - |
Stock-based compensation (Notes 9, 10 and 13) | | 2,932,726 | | - | | - | | 408,728 | | 147,446 |
Travel and entertainment | | 162,465 | | - | | 5,676 | | 38,188 | | 38,419 |
| | | | | | | | | | |
| | 6,032,103 | | 92,134 | | 116,211 | | 864,018 | | 609,250 |
The accompanying notes are an integral part of these consolidated financial statements.
Rotoblock Corporation
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
31 January 2010
Rotoblock Corporation (the “Company”) was incorporated under the laws of the State of Nevada on 22 March 2004.
The Company is a development stage enterprise, as defined in Accounting Standards Codification (the “Codification” or “ASC”) 915-10, “Development Stage Entities”. The Company is focused on the development and manufacturing of a new type of patented oscillating piston engine and other energy-efficient and environmental equipment in China for distribution worldwide. No revenue has been derived during the organization period and the Company’s planned principle operations have not commenced.
The Company’s consolidated financial statements as at 31 January 2010 and for the nine month period then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a loss of $790,634 for the nine month period ended 31 January 2010 (31 January 2009 – $609,250) and has a working capital deficiency of $186,473 at 31 January 2010 (30 April 2009 – $30,007).
On 30 March 2004, the Company entered into a Share Exchange Agreement (the “Agreement”) with Rotoblock Inc., a Canadian corporation, wherein the Company agreed to issue to the stockholders of Rotoblock Inc. 300,000 common shares in exchange for the 144,000 shares that constituted all the issued and outstanding shares of Rotoblock Inc. Effective 30 March 2004, Rotoblock Inc. completed the reverse acquisition under the Agreement with the Company.
Effective 3 February 2009, the Company effected a one (1) for fifty (50) reverse stock split (Note 10). All share and warrant amounts presented in the interim consolidated financial statements and in the notes thereto have been adjusted to reflect the reverse stock split. The effect of the reverse stock split on 2003 to 2007 disclosures is unaudited.
Immediately after the acquisition, the management of Rotoblock Inc. took control of the board and office positions of the Company, constituting a change of control. Because the former owners of Rotoblock Inc. gained control of the Company, the transaction would normally have been considered a purchase by Rotoblock Inc. However, since the Company was not a business, the transaction was not considered to be a business combination, and the transaction was accounted for as a recapitalization of Rotoblock Inc. and the issuance of stock by Rotoblock Inc. for the assets and liabilities of the Company. The value of the net assets of the Company acquired by Rotoblock Inc. was the same as their historical book value, being a deficiency of $138.
Rotoblock Inc. was incorporated on 2 September 2003, under the laws of Canada. The accompanying interim consolidated financial statements are the historical consolidated financial statements of Rotoblock Inc.
Rotoblock Corporation
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. However, based on its prior demonstrated ability to raise capital, management believes that the Company’s capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ending 2010.
However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures.
These interim consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
At 31 January 2010, the Company has suffered losses from development stage activities to date. Although management is currently attempting to implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. Accordingly, the Company must rely on its management to perform essential functions without compensation until a business operation can be commenced. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
2. | Significant Accounting Policies |
The following is a summary of significant accounting policies used in the preparation of these interim consolidated financial statements.
The Accounting Standards Codification
In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principle – a replacement of FASB Statement No. 162”. The Codification reorganized existing U.S. accounting and reporting standards issued by the FASB and other related private sector standard setter into a single source of authoritative accounting principles arranged by topic. The Codification supersedes all existing U.S. accounting standards; all other accounting literature not included in the Codification (other than Securities and Exchange Commission guidance for publicly-traded companies) is considered non-authoritative. The Codification was effective on a prospective basis for interim and annual reporting periods ending after 15 September 2009. The adoption of the Codification changed the Company’s references to U.S. GAAP accounting standards but did not impact the Company’s results of operations, financial position or liquidity.
The interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are expressed in U.S. dollars.
Rotoblock Corporation
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
Principles of consolidation
These interim consolidated financial statements include the accounts of the Company from the date of reverse acquisition on 30 March 2004, and its wholly owned Canadian subsidiary, Rotoblock Inc. since its date of incorporation on 2 September 2003. All inter-company balances and transactions have been eliminated on consolidation (Note 1).
Fiscal period
The Company’s fiscal year ends on 30 April.
Risks and uncertainties
The Company operates in an emerging industry that is subject to market acceptance and technological change. The Company’s operations are subject to significant risks and uncertainties, including financial, operational, technological and other risks associated with operating an emerging business, including the potential risk of business failure.
Cash and cash equivalents
Cash and cash equivalents include highly liquid investments with original maturities of three months or less.
Financial instruments
Fair Value
The carrying values of cash and cash equivalents, accounts receivable, due to related party, accounts payable and accrued liabilities and interest payable approximate their fair values because of the short-term maturity of these financial instruments.
Interest Rate Risk
The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary assets and liabilities.
Credit Risk
The Company’s financial asset that is exposed to credit risk consists primarily of cash. To manage the risk, cash is placed with major financial institutions.
Rotoblock Corporation
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
Currency Risk
The Company’s functional and reporting currency is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
Concentrations and credit risk
The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and accounts receivable. The Company places its cash with financial institutions of high credit worthiness. At times, its cash with a particular financial institution may exceed any applicable government insurance limits. The Company’s existence and survival presently depends on its acquisition of certain patents (Note 3).
Derivative financial instruments
The Company has not, to the date of these interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
Income taxes
Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax losses and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.
Basic and diluted net loss per share
The Company computes net income (loss) per share in accordance with ASC 260 “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive.
Rotoblock Corporation
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
Comprehensive loss
ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at 31 January 2010, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the interim consolidated financial statements.
Property, equipment and depreciation
Property and equipment has been recorded at cost, net of accumulated depreciation (Note 4). Improvements are capitalized and maintenance, repairs and minor replacements are expensed as incurred. Depreciation is determined using a declining-balance basis over its estimated useful life of:
Property 30 years at 3%
Equipment 5 years at 20%
Long lived assets
Long-term assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets”.
Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets will be written down to fair value. Fair value is generally determined using a discounted cash flow analysis.
Segments of an enterprise and related information
ASC 280, “Segment Reporting” establishes guidance for the way that public companies report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. ASC 280 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has evaluated this Codification and does not believe it is applicable at this time.
Rotoblock Corporation
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
Foreign currency translation
The Company’s functional and reporting currency is U.S. dollars. The consolidated financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
Stock-based compensation
Effective 1 January 2006, the Company adopted the provisions of ASC 718, “Compensation – Stock Compensation”, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees’ requisite service period (generally the vesting period of the equity grant). The Company adopted ASC 718 using the modified prospective method, which requires the Company to record compensation expense over the vesting period for all awards granted after the date of adoption, and for the unvested portion of previously granted awards that remain outstanding at the date of adoption. Accordingly, financial statements for the periods prior to 1 January 2006 have not been restated to reflect the fair value method of expensing share-based compensation. Adoption of ASC 718 does not change the way the Company accounts for share-based payments to non-employees, with guidance provided by ASC 505-50, “Equity-Based Payments to Non-Employees”.
Research and development
Research and development costs are expensed as incurred.
Patents
The Company accounts for patent costs in accordance with ASC 350, “Intangibles - Goodwill and Other”. In accordance with that statement, intangible assets with estimable lives, such as a patent, are amortized on a straight-line basis over the estimated useful lives and are reviewed for impairment in accordance with ASC 350-35-14, “Recognition and Impairment of an Impairment Loss”. The patent costs will be amortized over their estimated useful lives upon exercise of the option (Note 3).
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates.
Rotoblock Corporation
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
Recent accounting pronouncements
In June 2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 167, “Amendments to FASB Interpretation No. 46(R)”. SFAS No. 167, which amends ASC 810-10, “Consolidation”, prescribes a qualitative model for identifying whether a company has a controlling financial interest in a variable interest entity (“VIE”) and eliminates the quantitative model. The new model identifies two primary characteristics of a controlling financial interest: (1) provides a company with the power to direct significant activities of the VIE, and (2) obligates a company to absorb losses of and/or provides rights to receive benefits from the VIE. SFAS 167 requires a company to reassess on an ongoing basis whether it holds a controlling financial interest in a VIE. A company that holds a controlling financial interest is deemed to be the primary beneficiary of the VIE and is required to consolidate the VIE. SFAS No. 167, which is referenced in ASC 105-10-65, has not yet been adopted into the Codification and remains authoritative. SFAS No. 167 is effective 1 January 2010. The Company does not expect that the adoption of SFAS No. 167 will have a material impact on its consolidated financial statements.
In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfer of Financial Assets – an amendment of FASB Statement”. SFAS No. 166 removes the concept of a qualifying special-purpose entity from ASC 860-10, “Transfers and Servicing”, and removes the exception from applying ASC 810-10, “Consolidation”. This statements also clarifies the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. SFAS No. 166, which is referenced in ASC 105-10-65, has not yet been adopted into the Codification and remains authoritative. This statement is effective 1 January 2010. The Company does not expect that the adoption of SFAS No. 166 will have a material impact on its consolidated financial statements.
Changes in accounting policies
In December 2007, the FASB issued new guidance for accounting for noncontrolling interests. The new guidance, which is now part of ASC 810, “Consolidation” establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. The new guidance also establishes disclosure requirements that clearly identify and distinguishes between the interests of the parent and the interests of the noncontrolling owners. The new guidance was effective for fiscal years beginning after 15 December 2008. The adoption of this guidance did not have a material effect on the Company’s results of operations, financial position or cash flows.
Rotoblock Corporation
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
In December 2007, the FASB issued revised guidance for accounting for business combinations. The revised guidance, which is now part of ASC 805, “Business Combination” requires the fair value measurement of assts acquired, liabilities assumed and any noncontrolling interest in the acquiree, at the acquisition date with limited exceptions. Previously, a cost allocation approach was used to allocate the cost of the acquisition based on the estimated fair value of the individual assets acquired and liabilities assumed. The cost allocation approach treated acquisition-related costs and restructuring costs that the acquirer expected to incur as a liability on the acquisition date, as part of the cost of the acquisition. Under the revised guidance, those costs are recognized in the consolidated statement of income separately from the business combination. The revised guidance applies to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 15 December 2008. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
In May 2009, the FASB issued new guidance for accounting for subsequent events. The new guidance, which is now part of ASC 855, “Subsequent Events” is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date, but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. The new guidance was effective on a prospective basis for interim or annual reporting periods ending after 15 June 2009. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
Rotoblock Corporation
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
On 15 September 2003, the Company entered into an option agreement (the “Option”) to purchase certain patents related to the Oscillating Piston Engine (the “OPE Patents”). Under the terms of the Option, the Company is required to pay $100,000 in cash by 31 May 2004 (paid) plus interest at the rate of 24% per annum calculated from 31 January 2004 until the $100,000 cash was paid (total interest paid - $8,745), and $1,500,000 in cash by 2 June 2007.
On 25 October 2006, the Company negotiated an extension to exercise the Option by thirty seven months. Pursuant to the amended option agreement the Company must pay a royalty of $50 per engine on the sale of up to 10,000 oscillating piston engines (“OPE”), a royalty of $20 per engine on the sale of up to 100,000 OPE, and a royalty of $2 per engine thereafter. As at 31 January 2010, no engines have been sold.
| | | Balance at 31 January 2010 | | Balance at 30 April 2009 |
| | | | | |
| | | $ | | $ |
| Patent costs to date | | 108,745 | | 108,745 |
| Accumulated depreciation | | - | | - |
| | | | | |
| | | 108,745 | | 108,745 |
4. | Property and Equipment |
| | | | | Accumulated depreciation | | Net book value |
| | | Cost | | | 31 January 2010 | | 30 April 2009 (Audited) |
| | | | | | | | | |
| | | $ | | $ | | $ | | $ |
| Equipment | | 2,940 | | 901 | | 2,039 | | 2,402 |
| Property | | - | | - | | - | | 67,874 |
| Land | | - | | - | | - | | 181,250 |
| | | 2,940 | | 901 | | 2,039 | | 251,526 |
During the nine month period ended 31 January 2010, total additions to property and equipment were $Nil (30 April 2009 – $252,940). During the nine month period ended 31 January 2010, total dispositions of property and equipment were $248,618 (30 April 2009 - $Nil).
Rotoblock Corporation
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
On 24 November 2008, the Company entered into an Asset Purchase and Balance Sheet Enhancement Agreement with a related party (the “Related Party”) to acquire an undivided 25% tenancy-in-common interest in a property located in Merced, California (the “Agreement”). The purchase price of the land and building was $250,000 and was paid for by the issuance of 200,000 shares of common stock of the Company valued at $250,000. On 29 July 2009, the Company disposed of the land and building back to the Related Party for proceeds of $250,000 resulting in a gain of $1,384. As consideration, the Related Party returned the 200,000 shares of common stock of the Company valued at $250,000 and these shares were cancelled on 29 July 2009 (Notes 9, 10 and 13).
5. | Accounts Payable and Accrued Liabilities |
Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.
6. | Convertible Promissory Note Payable |
During the year ended 30 April 2007, the Company entered into a convertible promissory note agreement for $10,000 cash. The note was non-interest bearing, unsecured and repaid in 2,000 common shares of the Company on 12 August 2008 (Note 10).
7. | Joint Venture Agreement |
On 27 January 2006, the Company entered into a letter of intent with Apollo Energy Systems, Inc. for the purpose of developing hybrid electric car technology. All administrative and legal costs would be shared, and an operational cost sharing pan will be based on partner contribution. No significant activities occurred in the joint venture during the nine month period ended 31 January 2010.
On 28 August 2006, the Company entered into a letter of intent with Autocraft Industries, Inc. for the purpose of developing energy efficient propulsion systems for on and off road vehicles. No significant activities occurred in the joint venture during the nine month period ended 31 January 2010.
As at 31 January 2010, the amount due to a related party is $622 (30 April 2009 - $551), which is payable to a former director and stockholder of the Company. This balance is non-interest bearing, unsecured and has no fixed terms of repayment.
Rotoblock Corporation
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
9. | Related Party Transactions |
During the nine month period ended 31 January 2010, officers and directors of the Company made contributions to capital for management fees of $75,000 (31 January 2009 - $75,000, cumulative - $375,000). These amounts have been recorded as an increase in expenditures and an increase in additional paid-in capital (Note 13).
During the nine month period ended 31 January 2010, the Company issued 75,000 shares with a fair value of $11,250 to related parties for consulting services. Of this amount, $6,257 was expensed during the nine month period ended 31 January 2010 and the remaining $4,993 was classified as prepaid expense which will be expensed as consulting services in subsequent periods (Notes 10 and 13).
During the nine month period ended 31 January 2010, the Company granted Nil warrants to related parties.
On 24 November 2008, the Company entered into an Agreement with a Related Party to acquire an undivided 25% tenancy-in-common interest in a property located in Merced, California. The purchase price of the land and building was $250,000 and was paid for by the issuance of 200,000 shares of common stock of the Company valued at $250,000. On 29 July 2009, the Company disposed of the land and building back to the Related Party for proceeds of $250,000 resulting in a gain of $1,384. As consideration, the Related Party returned the 200,000 shares of common stock of the Company valued at $250,000 and these shares were cancelled on 29 July 2009 (Notes 4, 10 and 13).
Effective 3 February 2009, the Company effected a one (1) for fifty (50) reverse stock split (Note 1). All share and warrant amounts presented in the consolidated financial statements and in the notes thereto have been adjusted to reflect the reverse stock split. The effect of the reverse stock split on 2003 to 2007 disclosures is unaudited.
Authorized capital stock consists of 200,000,000 common shares with par value of $0.001 per share and 50,000,000 preferred shares with par value of $0.001 per share.
| During the year ended 30 April 2008, the Company issued 31,600 private placement restricted common shares at a price of $2.50 per share for total cash proceeds of $78,000. These shares are restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933. |
| During the year ended 30 April 2008, the Company issued 4,000 common shares valued at $1.00 per share for consulting services. |
1) | During the year ended 30 April 2008, the Company issued 20,000 common shares valued at $2.50 per share for $50,000 in consulting services. |
2) | During the year ended 30 April 2008, the Company issued 6,000 common shares valued at $2.50 per share for $15,000 in public relations services. These shares are restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933. |
| |
3) | During the year ended 30 April 2008, the Company issued 4,000 common shares valued at $1.00 per share for $4,000 in consulting services. |
Rotoblock Corporation
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
4) | During the year ended 30 April 2008, the Company issued 7,600 share purchase warrants with a fair value of $5,383. Each share purchase warrant entitles the holder to purchase an additional common share at a price of $12.50 up to 6 September 2012. |
| |
5) | During the year ended 30 April 2008, the Company issued 2,571 common shares valued at $6.50 per share for $16,710 for consulting services. |
| |
6) | During the year ended 30 April 2008, the Company issued 1,684 common shares valued at $4.50 per share for $8,000 for consulting services. |
| |
7) | During the year ended 30 April 2008, the Company issued 589 common shares valued at $4.50 per share for $2,800 for consulting services. |
8) | During the year ended 30 April 2008, the Company issued 13,333 units at a price of $7.50 per unit for total cash proceeds of $100,000. Each unit consists of one restricted common share and one-half common share purchase warrant. Each whole common share purchase warrant entitles the holder to purchase an additional common share at a price of $12.50 per share for a period of five years from the date of offering with a fair value of $25,793. As at 31 January 2010, 6,667 of the share purchase warrants in this series remain outstanding. These shares are restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933. |
9) | During the year ended 30 April 2008, the Company issued 6,667 units at a price of $7.50 per unit for total cash proceeds of $50,000. Each unit consists of one restricted common share and one common share purchase warrant. Each whole common share purchase warrant entitles the holder to purchase an additional common share at a price of $12.50 per share for a period of five years from the date of offering with a fair value of $22,463. As at 31 January 2010, 6,667 of the share purchase warrants in this series remain outstanding. These shares are restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933. |
10) | During the year ended 30 April 2008, the Company issued 2,000 common shares valued at $4.00 per share for $8,000 for consulting services. |
11) | During the year ended 30 April 2008, the Company issued 2,667 common shares valued at $3.00 per share for $8,000 for consulting services. |
12) | During the year ended 30 April 2008, the Company issued 20,000 units valued at $3.00 per unit for consulting services. Each unit consists of one restricted common share and one common share purchase warrant. Each whole common share purchase warrant entitles the holder to purchase an additional common share at a price of $7.50 per share for a period of five years from the date of offering with a fair value of $60,664. As at 31 January 2010, 20,000 of the share purchase warrants in this series remain outstanding. These shares are restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933. |
Rotoblock Corporation
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
13) | During the year ended 30 April 2009, the Company issued 1,000 common shares valued at $4.00 per common share for $4,000 in consulting services. |
14) | During the year ended 30 April 2009, the Company issued 6,400 common shares valued at $15.00 per common share for $96,000 in investor relations. These shares are restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933. |
15) | During the year ended 30 April 2009, the Company issued 16,000 units valued at $4.00 per common share each for $64,000 as compensation to the chief executive officer of the company. Each unit consists of one restricted common share and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share of the Company at a cost of $7.50 expiring 12 May 2013 with a fair value of $147,446. As at 31 January 2010, 16,000 of the share purchase warrants in this series remain outstanding. These shares are restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933 (Notes 9 and 13). |
16) | During the year ended 30 April 2009, the Company issued 1,333 common shares valued at $7.50 per common share each for $10,000 for legal services. |
17) | During the year ended 30 April 2009, the Company issued 1,000 common shares valued at $7.50 per common share for $7,500 in public relations. These shares are restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933. |
18) | During the year ended 30 April 2009, the Company issued 3,200 common shares valued at $7.50 per common share $24,000 in consulting expense to a related party (Note 9). |
19) | During the year ended 30 April 2009, the Company issued 5,000 common shares valued at $5.50 per common share for $27,500 in consulting to a related party. These shares are restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933 (Note 9). |
20) | During the year ended 30 April 2009, the Company issued 3,333 units valued at $7.50 per unit for total cash proceeds of $25,000. Each unit consists of one restricted common share and one common share purchase warrant. Each whole common share purchase warrant entitles the holder to purchase an additional common share at a price of $12.50 per share for a period of five years from the date of offering with a fair value of $18,525. As at 31 January 2010, 3,333 of the share purchase warrants in this series remain outstanding. These shares are restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933. |
21) | During the year ended 30 April 2009, the Company issued 2,000 common shares valued at $5.00 per common share for $10,000 in repayment for a convertible promissory note (Note 6). |
22) | During the year ended 30 April 2009, the Company issued 2,000 common shares valued at $3.00 per common share for $6,000 in consulting expense. |
Rotoblock Corporation
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
23) | During the year ended 30 April 2009, the Company issued 200,000 shares of common stock valued at $1.25 per share purchase for land and building from a related party valued at $250,000 (Notes 4, 9 and 13). These shares are restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933. These shares were rescinded in the current period. |
24) | During the year ended 30 April 2009, the Company issued 5,000 common shares valued at $1.00 per common share for $5,000 in legal services. |
25) | During the year ended 30 April 2009, the Company issued 150,000 common shares valued $1.00 per common share at $150,000 in retainer for consulting expenses to two related parties. These shares are restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933 (Notes 9 and 13). |
26) | During the nine month period ended 31 January 2010, the Related Party returned to treasury 200,000 shares of common stock of the Company valued at $1.25 per common share for a total value of $250,000, related to the disposal of land and building acquired from a Related Party pursuant to the Agreement entered into on 24 November 2008. These shares were cancelled on 29 July 2009 (Notes 4, 9 and 13). |
27) | During the nine month period ended 31 January 2010, the Company issued 6,552 common shares valued at $0.61 per common share for cash of $4,000. These shares are restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933. |
28) | During the nine month period ended 31 January 2010, the Company issued 13,333 common shares valued at $0.75 per common share for cash of $10,000. These shares are restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933. |
29) | During the nine month period ended 31 January 2010, the Company issued 190,000 common shares valued at $0.15 per common share for $28,500 in consulting expense. Of this amount, $15,935 was expensed during the period and the remaining $12,565 was classified as prepaid expense which will be expensed as consulting services in subsequent periods. |
30) | During the nine month period ended 31 January 2010, the Company issued 50,000 common shares valued at $0.17 per common share for $8,500 in consulting expense. Of this amount, $4,564 was expensed during the period and the remaining $3,936 was classified as prepaid expense which will be expensed as consulting services in subsequent periods. |
31) | During the nine month period ended 31 January 2010, the Company issued 50,000 share purchase warrants with a fair value of $48,728. Each share purchase warrant entitles the holder to purchase an additional common share at a price of $0.25 up to 21 July 2014. |
32) | During the nine month period ended 31 January 2010, the Company issued 200,000 share purchase warrants with a fair value of $360,000. Each share purchase warrant entitles the holder to purchase an additional common share at a price of $0.50 up to 21 July 2014. |
Rotoblock Corporation
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
33) | During the nine month period ended 31 January 2010, the Company issued 28,572 units valued at $1.75 consisting of one share and two warrants with an exercise price of $2.50 per share for total cash proceeds of $50,000. These shares are restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933. |
34) | During the nine month period ended 31 January 2010, the Company issued 28,572 shares valued at $1.75 for total cash proceeds of $50,000. These shares are restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933. |
Share Purchase Warrants
The following share purchase warrants were outstanding at 31 January 2010:
| | | Exercise price | | Number of warrants | | Remaining contractual life (years) |
| | | $ | | | | |
| | | | | | | |
| Warrants | | 12.50 | | 59,200 | | 0.95 |
| Warrants | | 7.50 | | 50,000 | | 1.85 |
| Warrants | | 12.50 | | 7,600 | | 2.61 |
| Warrants | | 12.50 | | 6,667 | | 2.98 |
| Warrants | | 7.50 | | 20,000 | | 3.17 |
| Warrants | | 12.50 | | 6,667 | | 3.19 |
| Warrants | | 7.50 | | 16,000 | | 3.31 |
| Warrants | | 12.50 | | 3,333 | | 3.43 |
| Warrants | | 0.25 | | 25,000 | | 4.46 |
| Warrants | | 0.25 | | 25,000 | | 4.48 |
| Warrants | | 0.50 | | 200,000 | | 4.48 |
| Warrants | | 2.50 | | 57,144 | | 4.48 |
| | | | | | | |
| | | | | 476,611 | | |
Rotoblock Corporation
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
The following is a summary of warrant activities during the nine month period ended 31 January 2010 and the year ended 30 April 2009:
| | | Number of warrants | | Weighted average exercise price |
| | | | | $ |
| | | | | |
| Outstanding and exercisable at 1 May 2008 | | 150,134 | | 16.93 |
| Granted | | 19,333 | | 8.50 |
| Exercised | | - | | - |
| Expired | | - | | - |
| | | | | |
| Outstanding and exercisable at 30 April 2009 | | 169,467 | | 15.97 |
| | | | | |
| Weighted average fair value of warrants granted during the year | | 8.58 |
| | | | | |
| Outstanding and exercisable at 1 May 2009 | | 169,467 | | 15.97 |
| Granted | | 307,144 | | 0.63 |
| Exercised | | - | | - |
| Expired | | - | | - |
| | | | | |
| Outstanding and exercisable at 31 January 2010 | | 476,611 | | 4.08 |
| | | | | |
| Weighted average fair value of warrants granted during the period | | 1.87 |
The weighted average grant date fair value of warrants issued during the nine month period ended 31 January 2010 amounted to $1.87 per warrant (30 April 2009 - - $8.58 per warrant) (Note 13). The fair value of each warrant
granted was determined using the Black-Scholes warrant pricing model and the following assumptions:
| | As at 31 January 2010 | | As at 30 April 2009 (Audited) | As at 30 April 2008 (Audited) |
| | | | | |
| Risk free interest rate | 1.55% - 2.36% | | 3.02 % - 3.28% | 2.65 % - 3.72% |
| Expected life | 5.0 years | | 5.0 years | 5.0 years |
| Annualized volatility | 629% | | 153% - 158% | 119% - 150% |
| Expected dividends | - | | - | - |
Rotoblock Corporation
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
Restricted Common Shares
During the nine month period ended 31 January 2010, the Company issued 317,029 common shares and cancelled 200,000 common shares (30 April 2009 – issued 396,266 common shares and cancelled Nil common shares). Of the issued shares, 77,029 common shares (30 April 2009 – 381,733 common shares) were restricted from trading and the 200,000 rescinded shares (30 April 2009 – Nil common shares) were restricted from trading as defined under Rule 144 of the United States Securities Act of 1933.
As at 31 January 2010, a total of 1,237,224 common shares are outstanding. Of these, 749,129 were restricted from trading as defined under Rule 144 of the United States Securities Act of 1933.
The Company has losses carried forward for income tax purposes to 31 January 2010. There are no current or deferred tax expenses for the period ended 31 January 2010 due to the Company’s loss position. The Company has not reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carry forward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.
The provision for refundable federal income tax consists of the following:
| | | For the nine month period ended 31 January 2010 | | For the nine month perid ended 31 January 2009 |
| | | $ | | $ |
| Deferred tax asset attributable to: | | | | |
| Current operations | | 276,722 | | 207,145 |
| Contributions to capital by related party – expenses | | (26,250) | | (50,132) |
| Stock-based compensation | | (143,055) | | (25,500) |
| Non-deductible meals and entertainment | | (6,683) | | (6,531) |
| Change in valuation allowance | | (100,734) | | (124,982) |
| | | | | |
| Net refundable amount | | - | | - |
Rotoblock Corporation
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
The composition of the Company’s deferred tax asset as at 31 January 2010 and 30 April 2009 is as follows:
| | | As at 31 January 2010 | | As at 30 April 2009 (Audited) |
| | | $ | | $ |
| | | | | |
| Net operating loss carry forward | | 2,532,788 | | 2,244,976 |
| | | | | |
| Statutory federal income tax rate | | 35% | | 35% |
| Effective income tax rate | | 0% | | 0% |
| | | | | |
| Deferred tax asset | | 885,476 | | 785,742 |
| Less: Valuation allowance | | (885,476) | | (785,742) |
| | | | | |
| Net deferred tax asset | | - | | - |
The potential income tax benefit of these losses has been offset by a full valuation allowance.
As at 31 January 2010, the Company has unused non-capital losses for Canadian tax purposes of approximately $468,338 that are available to offset future taxable income. This unused non-capital loss carry forward balance for income tax purposes expires between the years 2012 and 2030.
As at 31 January 2010, the Company has unused net operating losses for U.S. federal income tax purposes of approximately $2,064,450 that are available to offset future taxable income. This unused net operating loss carry forward balance for income tax purposes expires between the years 2024 and 2030.
12. Commitments and Contingency
i. | On 15 November 2007, the Company filed its intention to register 100,000 common shares of the Company to be covered under S8 Registration for future issuances to any and all consultants, employees, attorneys, officers and directors of the Company at a proposed maximum offering price of $4.50 per common share (Note 13). |
ii. | The Company is engaged in a dispute with a former director of the Company for services previously rendered and a related provision for loss of $72,000 was accrued in the financial statements for the year ended 30 April 2009. The Company continues to defend its position to the fullest extent possible and reversed its provision for loss of $72,000 during the nine month period ended 31 January 2010. |
iii. | The Company is committed to issuing 25,000 shares valued at $3,750 pursuant to the one-year consulting agreement for consulting services. |
Rotoblock Corporation
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
iv. | The Company entered into an employment agreement with the corporate secretary for a salary of $50,000 per annum beginning 1 July 2009. No salaries have been paid and $29,452 has been recorded in accrued liabilities. |
v. | The Company entered into an employment agreement with the chief executive office for a salary of $125,000 per annum and one time signing bonus of $75,000 beginning 1 July 2009. No salaries have been paid and $148,630 has been recorded in accrued liabilities. |
13. Supplemental Disclosures with Respect to Cash Flows
| For the period from the date of inception on 2 September 2003 to 31 January 2010 | For the three month period ended 31 January 2010 | For the three month period ended 31 January 2009 | For the nine month period ended 31 January 2010 | For the nine month period ended 31 January 2009 |
| $ | $ | $ | $ | $ |
Cash paid during the period for interest | 11,362 | - | - | - | - |
Cash paid during the period for income taxes | 1,790 | - | - | - | - |
During the nine month period ended 31 January 2010, officers and directors of the Company made contributions to capital for management fees of $75,000 (31 January 2009 - $75,000; cumulative - $350,000) (Note 9).
During the nine month period ended 31 January 2010, the Company issued a total of 240,000 common shares of the Company with a value of $37,000 for legal, consulting, public and investor relation services (Notes 9 and 10).
On 15 November 2007, the Company filed its intention to register 100,000 common shares of the Company to be covered under S8 Registration for future issuances to any and all consultants, employees, attorneys, officers and directors of the Company (Note 12).
During the nine month period ended 31 January 2010, the Company granted 250,000 warrants for a fair value of $408,728 that was recorded as stock-based compensation expense (Notes 9 and 10).
During the nine month period ended 31 January 2010, the Company granted 57,144 warrants in conjunction with shares issued for cash. The warrants have a fair value of $38,411 that was recorded to paid-in capital and contributed surplus warrants, respectively.
During the nine month period ended 31 January 2010, the Company rescinded the 200,000 common shares valued at $1.25 per share for a total value of $250,000 which had been issued to acquire an undivided 25% tenancy-in-common interest in land and buildings located in Merced, California from a related party (Notes 4, 9 and 10).
Rotoblock Corporation
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
14. Subsequent Events
The following events occurred from the date of the nine month period ended 31 January 2010 to the date of the interim consolidated financial statements were available to be issued on through 17 March 2010:
On 11 February 2010, the Company entered into an Investment Agreement with an investor pursuant to which the investor purchased the Company’s $2,000,000 Convertible Promissory Note (“Note”) and the Company agreed to purchase $1,000,000 of investor’s common stock. Pursuant to the Investment Agreement both parties agreed not to repay or redeem their securities for a period of one year following the issuance of the securities and not to exercise conversion rights to the other party’s securities for a period of one year following the issuance of the securities. The unpaid principal balance of the Note accrues interest at a rate of six percent (6%) per annum and all unpaid principal, together with any then unpaid and accrued interest and other amounts payable thereunder, become due and payable on 12 February 2012. In the event the Company consummates, prior to the Maturity Date, a public offering pursuant to a registration statement at a price per share of no less than $1.10 (“Offering”), then all principal, together with all accrued and unpaid interest under the Note, shall automatically convert into common shares of the Company simultaneously with the closing of the Offering at a price per share equal to the price at which shares are sold in the Offering. The common shares that the Note shall be converted into shall be restricted securities and shall be subject to resale restrictions under Rule 144 of the United States Securities Act of 1933. The investor agreed to enter into a 180-day lock-up agreement in connection with the Offering.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
We are still in the development stages of our business and have generated no revenues since inception. Our total comprehensive net losses since inception are $6,202,931. Our auditors have raised substantial doubt about our ability to continue as a going concern. We cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive, or be able to raise additional equity capital if and when needed; however, based on our prior demonstrated ability to raise capital, we believe that our current capital resources will be adequate to continue operating maintaining our business operations for the balance of the calendar year 2010.
Three month period ended January 31, 2010 as compared to the three month period ended January 31, 2009
For the three month period ended January 31, 2010, we incurred comprehensive net operating losses of $20,134, or $0.02 per share, as compared to comprehensive net operating losses of $116,205, or $0.13 per share, for the three month period ended January 31, 2009.
We incurred total operating expenses of $92,134 for the three month period ended January 31, 2010, as compared to total operating expenses of $116,211 for the three month period ended January 31, 2009.
Total operating expenses for the three month period ended January 31, 2010 consisted of $44,109 in salaries and wages (2009 - $Nil, cumulative - $178,082); $10,893 in professional fees (2009 - $17,580, cumulative - $450,362), which generally consisted of fees for legal, accounting and outside services paid in connection with the preparation and filing of our periodic reports with the SEC; $25,000 was expensed as the fair market value of management fees for services contributed by our officers and directors (2009 - $25,000, cumulative - $375,000); and $9,343 in consulting fees (2009 - $39,320, cumulative - $964,522); $482 in public relations and shareholder information expense (2009 - $Nil, cumulative - $190,846). The balance of our general and administrative expenses were attributed to miscellaneous office expense, depreciation, interest expense and filing fees incurred in connection with our day-to-day operations.
Our expenses decreased during the three month period ended January 31, 2010, as compared to the three month period ended January 31, 2009, primarily due to decreases in stock-based compensation, consulting fees and investor relations expense.
Nine month period ended January 31, 2010 as compared to the nine month period ended January 31, 2009
For the nine month period ended January 31, 2010, we incurred comprehensive net operating losses of $790,681, or $0.69 per share, as compared to comprehensive net operating losses of $609,174, or $0.76 per share, for the nine month period ended January 31, 2009.
We incurred total operating expenses of $864,018 for the nine month period ended January 31, 2010, as compared to total operating expenses of $609,250 for the nine month period ended January 31, 2009.
Total operating expenses for the nine month period ended January 31, 2010 consisted of $408,728 in stock-based compensation (2009 - $147,446, cumulative - $2,932,726); $178,082 in salaries and wages (2009 - $Nil, cumulative - $178,082); $43,089 in professional fees (2009 - $53,014, cumulative - $450,362), which generally consisted of fees for legal, accounting and outside services paid in connection with the preparation and filing of our periodic reports with the SEC; $75,000 was expensed as the fair market value of management fees for services contributed by our officers and directors (2009 - $75,000, cumulative - $375,000); $98,845 in consulting fees (2009 - $159,559, cumulative - $964,522); $9,409 in public relations and shareholder information expense (2009 - $37,033, cumulative - $190,846); $Nil in investor relations (2009 - $78,378, cumulative - $239,878); $4,846 in filing and transfer agent fees (2009 - $8,075, cumulative $52,759); $871 in depreciation expense (2009 - $768, cumulative - $6,253); $38,188 in travel and entertainment expense (2009 - $38,419, cumulative - $162,465); $6,048 in office and sundry expense (2009 - $11,353, cumulative - $66,569); and $912 in interest expense (2009 - $205, cumulative - $17,635).
Our expenses significantly reased during the nine month period ended January 31, 2010, as compared to the nine month period ended January 31, 2009, primarily due to increases in stock-based compensation (77%) and salaries and wages (100%).
Liquidity and Capital Resources and Cash Flows
We currently only have $5,229 in cash in the bank and are continuing to seek sources of funding to continue our business operations. It is expected we will continue to need further funding until we complete the final prototype of our product to bring to market for sale or enter into an agreement with a joint venture partner to complete our plans. We are currently researching both options; however, no definitive agreements have yet been entered into successfully. We currently plan to fund future operations by public offerings or private placement of equity and/or debt securities as we have done in the past. There can be no assurance that debt or equity financing will be available to us on acceptable terms to meet these requirements, as and when needed. Our auditors have expressed substantial doubt about our ability to continue as a going concern.
We do not own any real estate and do not intend to purchase any significant property or equipment, nor incur any significant changes in employees during the next 12 months.
There was no cash provided by investing activities for the three or nine month periods ended January 31, 2010.
There was no cash provided by financing activities for the three months ended January 31, 2010. Cash provided for the nine month period ended January 31, 2010 was $114,071 (2009 - $24,884) resulting from the private sale of shares of our restricted common stock for cash, which was used in our daily operations.
At January 31, 2010, the amount due to a related party was $622 payable to a former director and stockholder of the company. This balance is non-interest bearing, unsecured, and has no fixed terms of repayment.
We have the following commitments/liabilities:
On March 30, 2004, we entered into a loan agreement for $500,000, of which $350,000 was received by November 30, 2004. During the 2006 fiscal year, the principal portion of the loan was paid out in full. The loan was secured by all the assets of the company, bore interest at 5% per annum and was payable on demand. Accrued interest on the loan has been calculated at $11,705; however, this amount has not yet been paid to the lender and is still due and payable as of the date of the filing of this quarterly report.
On November 15, 2007, we registered 100,000 shares of our common stock by filing a Form S-8 registration statement for future issuances to any and all consultants, employees, attorneys, officers and directors at a proposed maximum offering price of $4.50 per share.
We entered into an employment agreement with our Corporate Secretary for a salary of $50,000 per year, beginning July 1, 2009. No salaries have been paid to date; however, $29,452 has been recorded in the accrued liabilities section of our balance sheets.
We entered into an employment agreement with our Chief Executive Officer for a salary of $125,000 per year, beginning July 1, 2009, and a signing bonus of $75,000. No salaries have been paid to date; however, $148,630 has been recorded in the accrued liabilities section of our balance sheets.
We are committed to issuing 25,000 shares valued at $3,750 under a one-year consulting agreement for consulting services.
We are engaged in a dispute with a former director of the Company for services previously rendered and a related provision for loss of $72,000 was accrued in the financial statements for the year ended April 30, 2009. We continue to defend our position to the fullest extent possible and reversed our provision for a loss of $72,000 during the nine month period ended January 31, 2010.
We anticipate no material commitments for capital expenditures in the near term. Management is not aware of any trend in its industry or capital resources, which may have an impact on its income, revenue or income from operations.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements or contractual or commercial commitments.
Plan of Operations
On September 15, 2003, we entered into an option agreement (the "Option") to purchase certain patents related to the Oscillating Piston Engine (the "OPE Patents"). Under the terms of the Option, we were required to pay $100,000 in cash by May 31, 2004 (paid) plus interest at the rate of 24% per annum calculated from January 31, 2004 until the $100,000 cash was paid (total interest paid - $8,745) and $1,500,000 in cash by June 2, 2007. On October 25, 2006, we negotiated an extension to exercise the Option by thirty seven months. Pursuant to the amended option agreement, we must pay a royalty of $50 per engine on the sale of up to 10,000 oscillating piston engines ("OPE"), a royalty of $20 per engine on the sale of up to 100,000 OPE, and a royalty of $2 per engine thereafter. As of January 31, 2010, no engines have yet been sold.
On 27 January 2006, we entered into a letter of intent with Apollo Energy Systems, Inc. for the purpose of developing hybrid electric car technology. All administrative and legal costs would be shared, and an operational cost sharing pan will be based on partner contribution. No significant activities occurred in the joint venture during the three or nine month period ended January 31, 2010.
On 28 August 2006, we entered into a letter of intent with Autocraft Industries, Inc. for the purpose of developing energy efficient propulsion systems for on and off road vehicles. No significant activities occurred in the joint venture during the three or nine month period ended January 31, 2010.
In May 2008, we signed a term sheet to acquire 51% majority interest in Hikom Gottel Corporation for $25,000,000 US in cash and stock options. The final purchase price is subject to an independent audit, which will be carried out during the acquisition proceedings. As of the filing of this report, no significant activities occurred related to this agreement during the three or nine month period ended January 31, 2010.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a non-accelerated filer and a smaller reporting company, as defined in Rule 12b-2 of the of the Securities Exchange Act of 1934, and as such, are not required to provide the information under this item.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 ("Exchange Act") is recorded, processed, summarized and reported within the specified time periods. Our Chief Executive Officer and our Principal Financial Officer (collectively, the "Certifying Officers") are responsible for maintaining our disclosure controls and procedures. At the end of the period covered by this report, our Certifying Officers evaluated the effectiveness of our disclosure controls and procedures. Based on the evaluation, our Certifying Officers concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that it is accumulated and communicated to our management, including the Certifying Officers, as appropriate to allow timely decisions regarding required disclosure.
Since our most recent evaluation, there have been no change in our internal control of financial reporting that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are engaged in a dispute with a former director of the Company for services previously rendered and a related provision for loss of $72,000 was accrued in the financial statements for the year ended April 30, 2009. We continue to defend our position to the fullest extent possible and reversed our provision for a loss of $72,000 during the nine month period ended January 31, 2010. We are not currently a party to any other legal proceeding.
Our securities are highly speculative and involve a high degree of risk, including among other items the risk factors described in our annual report on Form 10-K, filed on August 13, 2009. You should carefully consider those risk factors and other information in our annual report on Form 10-K and this quarterly report before deciding to invest in our securities. We are unaware of any material changes in or additional risk factors since the filing of our annual report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
No shares of our common stock were issued during the three month period ended January 31, 2010.
During the nine month period ended January 31, 2010, we issued a total of 317,029 shares of common stock and cancelled 200,000 shares of common stock related to the disposal of land and builsing acquired from a related party pusuant to an Agreement that was entered into in November 2008 and subsequently canceled during the nine month period ended January 31, 2010. Of the issued shares, 77,029 were restricted from trading and the 200,000 rescinded shares were restricted from trading, as defined under Rule 144 of the Securities Act of 1933.
At January 31, 2010, a total of 1,237,224 shares of common stock are issued and outstanding. Of these, 749,129 were restricted from trading ,as defined under Rule 144 of the United States Securities Act of 1933.
Following are details of the common stock purchase warrants outstanding at January 31, 2010:
| | Exercise price $ | | Number of warrants | | Remaining contractual life (years) |
| | | | | | |
Warrants | | 12.50 | | 59,200 | | .95 |
Warrants | | 7.50 | | 50,000 | | 1.85 |
Warrants | | 12.50 | | 7,600 | | 2.61 |
Warrants | | 12.50 | | 6,667 | | 2.98 |
Warrants | | 7.50 | | 20,000 | | 3.17 |
Warrants | | 12.50 | | 6,667 | | 3.19 |
Warrants | | 7.50 | | 16,000 | | 3.31 |
Warrants | | 12.50 | | 3,333 | | 3.43 |
Warrants | | 0.25 | | 25,000 | | 4.46 |
Warrants | | 0.25 | | 25,000 | | 4.48 |
Warrants | | 0.50 | | 200,000 | | 4.48 |
Warrants | | 2.50 | | 57,144 | | 4.48 |
| | | | | | |
| | | | 476,611 | | |
Following is a summary of warrant activities during the nine month period ended January 31, 2010 and the fiscal year ended April 30, 2009:
| | Number of warrants | | Weighted average exercise price |
| | | | $ |
| | | | |
Outstanding and exercisable at 1 May 2008 | | 150,134 | | 16.93 |
Granted | | 19,333 | | 8.50 |
Exercised | | - | | - |
Expired | | - | | - |
| | | | |
Outstanding and exercisable at 30 April 2009 | | 169,467 | | 15.97 |
| | | | |
Weighted average fair value of warrants granted during the year | | 8.58 |
| | | | |
Outstanding and exercisable at 1 May 2009 | | 169,467 | | 15.97 |
Granted | | 307,144 | | 0.63 |
Exercised | | - | | - |
Expired | | - | | - |
| | | | |
Outstanding and exercisable at 31 January 2010 | | 476,611 | | 4.08 |
| | | | |
Weighted average fair value of warrants granted during the period | | 1.87 |
The weighted average grant date fair value of warrants issued during the nine month period ended January 31, 2010 amounted to $1.87 per warrant (30 April 2009 - $8.58 per warrant). The fair value of each warrant granted was determined using the Black-Scholes warrant pricing model and the following assumptions:
| As at 31 January 2010 | | As at 30 April 2009 (Audited) | As at 30 April 2008 (Audited) |
| | | | |
Risk free interest rate | 1.55% - 2.36% | | 3.02 % - 3.28% | 2.65 % - 3.72% |
Expected life | 5.0 years | | 5.0 years | 5.0 years |
Annualized volatility | 629% | | 153% - 158% | 119% - 150% |
Expected dividends | - | | - | - |
There were no stock options issued or outstanding at January 31, 2010; however, on July 13, 2009, we entered into an employment agreement with an executive and committed to issue 1,000,000 employee stock options pursuant to the agreement. No exercise price or terms of the options or date of issuance were set forth in the agreement and will be determined by the Board of Directors prior to issuance and fulfillment of our commitment.
Item 3. Default Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information - Subsequent Events
On February 11, 2010, we entered into an Investment Agreement with an investor pursuant to which the investor purchased the Company’s $2,000,000 Convertible Promissory Note (“Note”) and the Company agreed to purchase $1,000,000 of the investor’s common stock. Pursuant to the Investment Agreement both parties agreed not to repay or redeem their securities for a period of one year following the issuance of the securities and not to exercise conversion rights to the other party’s securities for a period of one year following the issuance of the securities. The unpaid principal balance of the Note accrues interest at a rate of six percent (6%) per annum and all unpaid principal, together with any then unpaid and accrued interest and other amounts payable thereunder, become due and payable on February 12, 2012. In the event we consummate, prior to the Maturity Date, a public offering pursuant to a registration statement at a price per share of no less than $1.10 (“Offering Price”), then all principal, together with all accrued and unpaid interest under the Note, shall automatically convert into shares of common stock of the Company to occur simultaneously with the closing of the Offering at a price per share equal to the price at which the shares are sold in the Offering. The shares of common stock that the Note shall be converted into shall be restricted securities and shall be subject to resale restrictions under Rule 144 of the United States Securities Act of 1933. In addition, the investor agreed to enter into a 180-day lock-up agreement in connection with any such future Offering.
Item 6. Exhibits
The following Exhibits 3(i) and 3 (ii), marked with an asterisk and required to be filed hereunder, are incorporated herein by reference and can be found in their entirety in our original Form SB-2 Registration Statement, filed on June 7, 2004 under our SEC File Number 333-116324 on the SEC website at www.sec.gov. Exhibit 99.1 can be found in its entirety in our Form 10K-SB for the fiscal year ended April 30, 2006, filed on July 31, 2006. These exhibits are incorporated herein by this reference.
Exhibit No. Description
* 3(i) Articles of Incorporation
* 3(ii) Bylaws
31.1 Sec. 302 Certification of Principal Executive Officer/CEO
31.2 Sec. 302 Certification of Principal Accounting Officer/CFO
32.1 Sec. 906 Certification of Principal Executive Officer/CEO
32.2 Sec. 906 Certification of Principal Accounting Officer/CFO
* 99 Agreement with Obvio! Automotoveiculos S.A.
SIGNATURES
Pursuant to the requirements 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.
ROTOBLOCK CORPORATION, Registrant
/s/ Chien Chih Liu
By: Chien Chih Liu, Chief Executive Officer
Dated: March 17, 2010
/s/ Richard Di Stefano _
By: Richard Di Stefano, Principal Accounting Officer
Dated: March 17, 2010