Rotoblock (RTBC) 10-K/A 2009 FY Annual report (amended)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the year ended April 30, 2009

[ ]Transition report Pursuant to Section 13 or 15(d) of the Exchange  Act

Commission File Number:     333-116324

ROTOBLOCK CORPORATION

(Name of Small Business Issuer In Its Charter)

Nevada                                                                                                     20-08987999

(State or other jurisdiction  of incorporaiton 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                                                       

(Issuer's Telephone Number)

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

Title of each class registered:  None                                Name of each exchange on which registered:   None

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

                 Common Stock, par value $.001            

   (Title of class)

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 shell company as defined in Rule 12b-2 of the Exchange Act.  Yes  [  ]   No [ X ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the 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.  [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	X
(Do not check if a smaller reporting company)

We had no revenues for the fiscal year ended April 30, 2009.

As of April 30, 2009, there were 1,120,195 shares of the Registrant's $0.001 par value common stock issued and outstanding. The aggregate market value of  voting common stock held by non-affiliates of the Registrant (434,000 shares), computed by reference to the closing price on April 30, 2009 ($1.00 per share), isapproximately $434,000.

Some exhibits required to be filed hereunder, are incorporated herein by reference to Issuer's original Form 10-SB Registration Statement, filed under CIK No. 0001295923 on July 6, 2004, on the SEC website at www.sec.gov.

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Available Information

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports that we file with the U.S. Securities and Exchange Commission (SEC) are available at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

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TABLE OF CONTENTS

		Page
	PART I
ITEM 1.	Description of Business	4
ITEM 1A.	Risk Factors	9
ITEM 1B.	Unresolved Staff Comments	11
ITEM 2.	Description of Properties	11
ITEM 3.	Legal Proceedings	11
ITEM 4.	Submission of Matters to a Vote of Security Holders	11
	PART II
ITEM 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
ITEM 6.	Selected Financial Data	15
ITEM 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	17
ITEM 8.	Financial Statements and Supplementary Data	17
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	17
ITEM 9A.	Controls and Procedures	17
ITEM 9B.	Other Information	18
	PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	18
ITEM 11.	Executive Compensation	19
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	20
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	21
ITEM 14.	Principal Accounting Fees and Services	21
	PART IV
ITEM 15.	Exhibit List and Reports on Form 8-K	22
	Signatures	22

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PART I

Item 1.  Description of Business

General

Rotoblock Corporation was incorporated in the State of Nevada on March 22, 2004. We were formed to engage in the development and licensing of an Oscillating Piston Engine (OPE) and are still in the development stage. We have not yet generated any revenues since inception and have incurred net operating losses of $5,412,297 since inception. We do not own any real estate. 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 capital resources will be adequate to continue operating maintaining our business operations for the fiscal year ending April 30, 2010.

We maintain our statutory registered agent's office in Carson City, Nevada and our business offices and testing laboratory in Santa Rosa, California.

Acquisition of Patented Rights and Technology

On March 30, 2004, we acquired Rotoblock, Inc., a privately-held Canadian corporation (the Subsidiary), which holds an option entitling it to acquire all of the  rights, title and interest in and to a patented technology and prototype engine in exchange for shares of our restricted common stock, valued at 0.001 per share. The terms of the Option are as follows:

We acquired all of the issued and outstanding shares of Rotoblock Inc. by issuing 300,000 shares of our common stock. Since the transaction resulted in the former shareholders of  Rotoblock Inc. owning all of the issued shares of Rotoblock Corporation, the transaction has been treated for accounting purposes as an acquisition by Rotoblock Inc. of the net assets and liabilities of Rotoblock Corporation. Under this purchase method of accounting, the results of operations of Rotoblock Corporation are included in the consolidated financial statements.

For a consideration of US$100,000, plus interest at the rate of 24% per annum calculated from January 31, 2004 to the date of payment, paid on May 31, 2004, the inventor and an unrelated third party, Dr. Monti Farrell granted us, through our wholly-owned Subsidiary, Rotoblock, Inc., an option to acquire the patent rights to the engine technology. The option grants us the rights to further develop, market and sell the final engine product or to license the technology to third-party manufacturers. In addition, the option grants us the right and option to purchase the patents for US$1,000,000, if purchased by December 2, 2005 (not paid), or for $1,500,000, if purchased within 36 months after payment of the initial deposit (June 2, 2007). On October 25, 2006, we negotiated an extension to exercise the Option by 37 months. Pursuant to the terms of the amended option agreement, we must pay a royalty of $50 per engine on the sale of up to 10,000 engines, a  royalty of $20 per engine on the sale of up to 100,000, and a royalty of $2 per engine thereafter. At April 30, 2009 no engines have been sold.

We currently do not own the patents or rights underlying the patents, but rather, have been granted the use thereof and an option to purchase the rights within 3 years, which gives us ample time to further test and develop the technology and engine. Pursuant to the terms of the agreement, the option may also be assigned to a third party without consent of the Estate of the Optionor.

Rotoblock Corporation had a net asset deficiency at the acquisition date, therefore, the 300,000 common shares issued on acquisition were issued at a fair value of $Nil with the net asset deficiency of $138 charged to deficit. Rotoblock Inc. is deemed to be the purchaser for accounting purposes.  Accordingly, its net assets are included in the consolidated balance sheet at their previously recorded amounts.

All of our operations relating to the development and marketing of the OPE technology are conducted by Rotoblock, Inc. (the Subsidiary).  We are currently in the process of improving on the technology to make the engine more efficient, economical and environmentally friendly in an effort to make it attractive to engine manufacturers to either acquire the technology or negotiate license agreements to use the technology. We have made several changes to the prototype engine.  All parts except the crankshaft and engine block have been re-designed. 

We are continuing our research, development and testing efforts until we are certain we have completed the best, most efficient model.  This goal will be considered to be reached when the engine demonstrates a power to weight ratio of 2:1. We are hopeful this can be achieved within the 36 months granted in the option to use the technology underlying the patents.

The Oscillating Piston Engine Technology (OPE)

The OPE patented internal combustion engine is different than conventional reciprocating engine technology in that the current oscillating piston design incorporates four pairs of pistons. Each of these eight pistons is alternately attached, through two oppositely rotating adjacent discs, to two coaxial drive shafts extending from the center of one face of the cylinder block. Each piston is attached to a single disc such that four non-adjacent pistons are rigidly affixed to the upper disc and the remaining four to the lower. Each concentric shaft is attached, respectively, to the connecting discs. The discs, in turn, couple the motion of the oscillating pistons to a single crankshaft, via a dual scotch yoke mechanism. Each piston is a segmented toroidal section traveling within the closed toroidal chamber of the cylinder block.

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The round cylinder block containing the pistons, connecting discs and coaxial output shafts is free to continuously rotate in a counter clockwise direction. It is caused to revolve ninety degrees for every complete revolution of the rotating crankshaft. This action is accomplished by a four-to-one ratio gear reduction mechanism which couples the two components together.

Rotation of the cylinder block causes a pair of intake and exhaust ports, as well as two diametrically positioned spark plugs, to regularly appear in the intervening spaces formed between the faces of the pistons as they oscillate backwards and forwards between the limits of allowed travel within the toroidal cylinder. When in operation, the diametrically opposed inlet ports in the cylinder block are supplied with a combustible fuel/air mixture through an attached intake manifold, such that the separating opposing piston pairs each draws in a fresh charge mixture as the rotating cylinder block passes through the first of four combustion cycles.

The second cycle begins as the same piston pairs reach their limits of travel, reverse direction and proceed to compress the charge mixture captured between their faces. Compression continues until the approaching piston faces reach their closest point at the end of their range of travel.

The third cycle starts with the appearance of the spark plugs in the intervening space between the moving pistons just at the point in the cycle when they make their closest approach to each other.  At this juncture, timed firing of the spark plugs ignites the compressed charge mixture confined between the faces of each of the two piston pairs. The exploding fuel/air mixture is rapidly heated and expands, thereby forcing the opposing piston pair faces apart and, by so doing, produces the power cycle. The force applied to the separating pistons by the expanding gas is coupled, through the two connecting discs, to the scotch yokes, which, in turn cause the continuous rotation of the crankshaft and output shaft.

As the cylinder block continues to rotate, the fourth cycle begins. Next, exhaust ports appear between the piston pairs coincident with their change of direction at the end of the power stroke. The approaching piston faces now expel the burnt exhaust gases through the exhaust ports. This brings to a close the final cycle of the four cycle sequence.

The endless repetition of these four combustion cycles produces sixteen power strokes for each revolution of the cylinder block. Momentum stored in the inertial mass of the rotating cylinder block substitutes for the action of the flywheel found in conventional reciprocating engine designs.

Simplicity of Design, Assembly and Repair

The OPE engine is comprised of four major mechanical sub-assemblies. Each sub-assembly can be easily removed from the engine, allowing for rapid factory assembly and easy replacement or field servicing. We believe this feature should permit the engine to be totally field maintainable, to the degree that a major overhaul should be able to be completed by a qualified mechanic using only conventional hand tools in just a few hours. The simple design of the engine should also help reduce the costs of manufacturing because of the reduced parts count. In addition, the elimination of a valve train and liquid cooling system components in the oscillating piston engine design should lessen the engine's complexity, which could further reduce costs to achieve overall engine efficiency. We are currently still in the testing and development stages of the engine design and as a result, have not yet completed the final prototype for further testing.

Departure from conventional engine design, resulting in fewer moving parts, has allowed us to produce an engine with reduced frictional losses, which if proven in testing, could lead to increased reliability, improved performance and longer engine life. As is typical with mechanical systems, simplicity is the key to a successful design. In keeping with this philosophy, the OPE engine uses standardized components, common to the  industry, wherever possible.

There is no certainty, however, that our research and development activities will result in a marketable engine that:

- can be assembled more quickly than a conventional engine;

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- is easier to service in the field;

- is totally field maintainable; or

- will reduce the costs of manufacturing.

Versatility of Use

The OPE engine has been specifically designed to maximize versatility of use. The engine's extreme horsepower to weight ratio, when finally tested and proven, could lend itself useful to a wide variety of both industrial and consumer applications. The advantage of having high power-to-weight ratio and air-cooled design fits perfectly with the specialized requirements of many recreational vehicles and portable power tools. Here, engines in the range of several hundred to several thousand horsepower are employed to power electric generators, pumps and compressors, as well as a wide variety of other industrial and agricultural types of machinery.  If we are successful in completing our proposed model and technology, it could be an ideal choice for applications such as these.

Environmental Impact

The OPE design is totally valve-less. As such, there are no moving intake or exhaust valves to limit combustion temperature, as with typical internal combustion engines.  If we are successful in developing an operational engine on this basis, it would  allow the engine to be operated with a leaner fuel/air mixture and a consequent higher combustion temperature. The result would be  increased Carnot cycle efficiency when used with gasoline or similar hydrocarbon fuels. Carnot cycle efficiency is the ratio of the output work to the input heat.  Leaner mixture and higher combustion temperature promotes more complete oxidation of the burning fuel, which would reduce carbon monoxide emission, while increasing efficiency and reducing fuel consumption for a given equivalent power output.  While there is no guarantee we will be successful in developing an operational engine on this basis, we will attempt to make the engine's environmental impact minimal.

Research, Development and Testing Since Acquisition

We have conducted a number of test runs with the engine and are continuing to improve upon the technology. The milestones we have set for ourselves have been reached and we are in the process of discussing potential joint ventures and/or co-development arrangements with qualified manufacturers. We are researching technologies that could be used in conjunction with the OPE, therefore enhancing the uses for this unique engine. The market has a need for technologically advanced and efficient propulsion systems, be they straight mechanical or hybrid in nature. One of the greatest challenges when incorporating hybrid technology into a vehicle is space limitation. Due to the projected high power-to-weight ratio of the OPE, at a given horsepower output OPE technology will result in a smaller, more compact engine, hence being ideally suited for such applications. We have also been contacted by manufacturers in the following areas who feel that the OPE exhibits attributes and characteristics that would benefit their product lines.

-     High power marine outboard motors

-     Auxiliary-power units for the trucking industry

Patents and Trademarks

On March 30, 2004, we acquired Rotoblock, Inc., a privately-held Canadian corporation (the "Subsidiary"), which holds an option entitling it to acquire all of the rights, title and interest in and to the following patents:

Name of Patent	Patent #	Issue Date	Expiration Date
Oscillating Piston Engine -	5,222,463	6/29/1993	6/28/2010
This patent covers the basic Oscillating Piston Engine OPE, all of its parts
and functionality
Oscillating Piston Engine for Driving a Ducted Fan -	5,303,546	4/19/1994	4/18/2011
This patent covers the application of the OPE as a means of driving a
driving a ducted fan (e.g., aircraft, boat, hovercraft, etc.
Oscillating Piston Engine for an Electrical Charging System	5,323,737	6/28/1994	6/27/2011
for Electrically Powered Vehicles -
This patent covers any applications for an OPE powering an electric
charging system for an electrically powered vehicle (e.g., a hybrid vehicle)
Oscillating Piston Engine for Pumping System -	5,324,176	6/28/1994	6/27/2011
This patent covers applications for the OPE being used to power
pumping systems.
Oscillating Piston Engine for Helicopters -	5,467,744	11/28/1995	11/20/2012
This patent covers applications for the OPE as a power source to power
helicopters

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Competition

The industry in which we operate is intensely competitive with respect to new and evolving technologies on a continuous basis. In addition, there are many well-established competitors with substantially greater financial and other resources, including but not limited to established businesses with loyal customers. We will rely heavily on our new and developing engine technology to acquire a competitive edge.  We have determined that some of our largest competitors will be Honda, Briggs & Stratton, Tecumseh, Kawasaki, Kohler and Stihl, the major producers of general purpose engines.  Because of our intensive battle for market share among these companies, we will also be contacting these manufacturers anticipating that they will want to include our OPE technology in their product lines. There are always new and emerging technologies in the industry in which we compete; however, we are unaware of any other new types of engines being developed with our OPE products and technology will compete at this time.

Marketing of Technology and/or Rights

Our marketing efforts will be focused on selling manufacturing licenses or rights to use the technology. Sale of the technology rights would be preferred, as the administration and enforcement of licensing agreements can be very complex and costly.

The combustion engines we see today have experienced years of relentless development. Manufacturers have aimed to make engines more efficient, more durable, and in some cases lighter. Also, recently, great efforts are being made in reducing environmentally damaging emissions.

We consider it important that a new engine concept be introduced in a low-key manner and in applications that are not mission-critical in order to build a reputation of reliability over time. We intend to pursue a marketing strategy that primarily targets manufacturers of general purpose engines and secondarily, manufacturers of engines used in recreational vehicles, such as outboard motors and other weight critical uses. A review of the general purpose engine market is presently underway. To date it has been determined that several large companies, such as Honda, Briggs & Stratton, Tecumseh, Kawasaki, Kohler and Stihl, dominate the industry. Initially, we intend to focus our marketing efforts on these 6 largest manufactures of general purpose engines. The manufacturers produce engines for a large variety of applications, including portable chain saws, weeding machines, portable turbo generators, portable crushers, portable arc welders and generators, snow blowers, lawn mowers and air and gas compressors, among others.

Because of the anticipated high power to weight ratio and the intensive battle for market share, we are hopeful that we will be successful in convincing one or more of these and other not so well known small engine manufacturers to include our OPE technology in their product offerings.

Articles in appropriate trade journals, prominent newspapers and direct marketing campaigns will be used to promote the OPE technology. We will also send out special invitations, solicit inquiries and encourage visits our laboratory and testing facilities for the purpose of demonstrating the engine and its technology to potential customers to demonstrate the engine and its unique technology, educate the potential buyer/licensee and establish essential relationships.

We intend to expand our marketing efforts to the marine outboard motor industry, as well as other small engine applications used in the recreational and other markets, such as snowmobiles, small water craft such as Seadoos and all-terrain vehicles.  We are confident that a high power to weight ratio engine, similar to our proposed product design will fit into a large area of applications.

With the successful test run of the OPE, we have conclusively proven the viability of the engine concept. Current events and the needs of international markets to capitalize on technological advances in propulsion technology immediately have necessitated an expansion of our mission. Global supply issues of conventional fuels and rapid advances of software and electric control, measurement and communication techniques have changed the competitive environment. Thus, we are concentrating on licensing the OPE technology to all available markets. Concurrently we are inviting new technologies that may be used in conjunction with the OPE in order to be able to eventually offer complete propulsion and/or power generating systems to the market.

Joint Venture Agreements

On January 27, 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 fiscal year ended April 30, 2009.

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On July 18, 2006, we entered into an Engine Development and License Agreement (the “License Agreement”) with an unrelated party, Obvio ! Automotoveiculos S.A. (“Obvio !”), located in Brazil.  Pursuant to the terms of the License Agreement the parties have agreed to enter into a non-exclusive joint venture to develop a third generation OPE suitable for hybrid applications.  Under the terms of the License Agreement, we will grant Obvio ! with a license for OPE technology in consideration of $5,000,000, which will be payable in increments of $500 for each engine installed or sold.  Upon receipt of $5,000,000 from Obvio !,  we will receive royalties of $100 per vehicle sold that incorporates OPE technology.  According to the terms of the License Agreement we have committed to:

i)          keep the OPE patents in good standing and ensure that maintenance fees are paid in a timely manner; and

ii)         exercise the Option for all patents on or before 31 May 2007 or negotiate an extension.

The License Agreement expired during the fiscal year ended Aptil 30, 2008.

On August 28, 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 fiscal year ended April 30, 2009.

Subsequent Events

Subsequent to the fiscal year ended April 30, 2009, on August 4, 2009, we signed a Memorandum of Understanding with a maker of Battery Management Systems and other hi-tech electronics in China to acquire a privately-held enterprise in China developing battery management systems to serve the growing potential in the electric vehicle market. The factory is located within a technology park near Beijing and employs 130 production workers, including research and development teams from Tsinghua University and Beijing University. The factory houses an automated production line and testing equipment with a capacity to produce a minimum of 1500 units per month with the ability to scale up.

Earlier this year, the New York Times reported that China wants to raise its annual production capacity to 500,000 hybrid or all-electric cars and buses by the end of 2011, from 2,100 last year, citing government officials and Chinese auto executives. By comparison, CSM Worldwide, a consulting firm that does forecasts for automakers, predicts that Japan and South Korea together will be producing 1.1 million hybrid or all-electric light vehicles by then and North America will be making 267,000.

Battery management systems (BMS) are becoming increasingly important in energy storage, electric transportation and other battery powered electronics. The field of electric transportation is showing strong potential with the opportunity to serve several different modes of electric transportation: trains, buses, cars, trucks, motorcycles, bicycles, scooters as well as industrial, utility and military vehicles. BMS technology helps increase the performance, safety, efficiency and reliability of battery-powered electronics. Modern electric car batteries use BMS as an integral part of its power delivery systems.

Government and Industry Regulation

Since it our intention to develop the engine to a point where the technology can be sublicensed to a third party manufacturer for production, we don't anticipate being subject to any government or industry regulations in our testing and development processes. We have not yet been required to obtain any licenses and/or permits and are not aware of any health or environmental rules and/or regulations that apply to our development activities. However, new laws, rules and/or regulations may be implemented in the future that we are currently unaware of and we may be required to comply with such laws, rules and/or regulations. Difficulties in obtaining or failure to obtain required licenses and approvals could result in delays in the development of our final prototypes in each phase.

Employees and Employment Agreements

At present, we have 3 full time employees, which include all of our officers and directors, who work on a full time or as-needed basis. We presently do not have pension, health, annuity, insurance,  profit sharing or similar benefit plans; however, we may adopt such plans in the future.  There are presently no personal benefits available to any officers, directors or key employees. However, the Company has issued stock and share purchase warrants to directors and officers for their services.

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Item 1A. Risk Factors 

Our securities are highly speculative and involve a high degree of risk, including among other items the risk factors described below. You should carefully consider the following risk factors and other information in this 10-K before deciding to invest in our securities.

RISKS RELATED TO OUR BUSINESS:

Due to Our History of Operating Losses, We are Uncertain That We Will Be Able to Maintain Sufficient Cash to Accomplish Our Business Objectives.

The consolidated financial statements included herein have been prepared assuming that we will continue as a going concern. During the fiscal years ended April 30, 2009, we suffered net losses of $750,591. There is no assurance that we can successfully complete our prototype OPE engine or that we will ever generate revenues. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should we be unsuccessful in implementing our plans.

The small engine industry is highly competitive and our technology may not be well received or successful.

The small engine industry is highly competitive with respect to technology, performance, quality and availability of service/parts. There are numerous well-established competitors, including national, regional and local small engine manufacturers and distributors who have substantially greater financial, marketing, personnel and other resources than our company.  There can be no assurance that we will be able to respond to various competitive factors affecting our industry and technology. The need for small engine equipment is also generally affected by changes in consumer preferences, national, regional and local economic and environmental regulations and demographic trends.  Prior to our acquisition of the engine and technology, it experienced a critical mechanical failure and was disassembled to investigate the cause of the problem. Failure analyses showed metal fatigue to be the cause of the critical component having failed. It was subsequently determined that choice of materials specified in the original design was ultimately the cause of the failure. A replacement component was re-specified and fabricated from a more suitable material. There can be no assurance that we will be able to successfully develop our proposed technology sufficient to create our planned model or, that if developed, it will suitably pass future testing and not fail again. If we are unable to successfully compete in the development and marketing of our finished product, we may be unable to generate any revenues and you could suffer a total loss of any investment you make in our securities.

We may be unable to protect the proprietary rights to the technologies, patents and intellectual property, which may hamper our ability to license and/or sell the manufacturing rights to the technology, thereby impacting our ability to earn revenues and become profitable. 

Our success and ability to compete will depend in part on the protection of the patents to the technology. We rely on patent and copyright laws to protect the intellectual property that was developed and have an option to acquire several patents on the technology. However, such laws may provide insufficient protection. Moreover, other companies may develop products that are similar or superior to our prototype engine,  or may copy or otherwiseobtain and use proprietary information we develop or use without our authorization. If a third party were to violate one or more of the patents or the new technology we develop, we may not have the resources to bring suit or protect the intellectual property underlying the patents. In the event of such a violation or if a third party appropriated any of our unpatented technology, such party may develop and market technology and/or products which we intend to develop and/or market. We would lose any revenues, which we would otherwise have received from the sale or licensing of that technology or those products. This could prevent our ever making a profit on any licensing and/or sale of any technology or products we develop.

We do not currently own the intellectual property underlying the engine's technology, but rather, have an option to us the technology for and additional 37 months, at which time we will have to purchase it outright for $1,500,000. Our business plans are to develop the technology and build a prototype engine that can be sublicensed to third party manufacturers for amounts sufficient to generate the funds to purchase the patent rights subject of the option agreement;  however, if we are unable to do so prior to the expiration date of the option, we would need to raise additional capital through loans or equity sales, or rely on receipt of the cash we would receive from exercise of the warrants sold in this offering to exercise the option. We cannot guarantee that we will ever develop a successful prototype or that, if successfully developed, we will be able to sublicense the rights to any manufacturer for production and sale. As a result, we may never have the funds to purchase the patents, which would result in a total failure of our business and a complete loss of any investment you make in our securities.

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Policing unauthorized use of the patents, proprietary and other intellectual property rights could entail significant expense and could be difficult or impossible. In addition, third parties may bring claims of copyright or trademark infringement against us or claim that certain of our processes or features violate a patent, that we have misappropriated their technology or formats or otherwise infringed upon their proprietary rights. Any claims of infringement, with or without merit, could be time consuming to defend, result in costly litigation, divert management attention and/or require us to enter into costly royalty and/or licensing arrangements to prevent further infringement on the technology we develop or use, any of which could increase our operating expenses and thus prevent us from becoming profitable.

Our competitive position also depends upon unpatented trade secrets. Trade secrets are difficult to protect. Our competitors may independently develop proprietary information and techniques that are substantially equivalent to the technology we use, or otherwise gain access to trade secrets we develop surrounding the engine development, such as through unauthorized or inadvertent disclosure of our trade secrets. If this occurs, our competitors may use our processes or techniques to develop competing products and bring them to market ahead of us. This could prevent us from becoming profitable.  As a result of any of the aforementioned circumstances, you could suffer a total loss of any investment you make in our securities.

We may not be able to successfully develop a marketable product. 

Since we are in the early stages of our engine development process, we cannot guarantee that we will be able to successfully complete an engine that meets the specifications we have set forth and are attempting to develop. Our final product may not function as we believe it will; its projected potential applications may be limited; and it may never be a viable product. If we are unable to successfully develop the engine technology as planned and it is not functional or commercially attractive to third parties, we may never be able to license the technology or sell the rights to manufacture our products. In such event, we would be able to generate any revenues and any investment you made in our securities would be a total loss.

The loss of our current management would make it very difficult for us to continue our proposed business plans.

Investors must rely upon the ability, expertise,  judgment, discretion, integrity and good faith of our management and directors. Our success is highly dependent on our current management, key personnel and key consultants. The unexpected loss or departure of any of these parties could be detrimental to our future success. We do not maintain key man insurance on our management.

RISKS RELATING TO OUR COMMON STOCK:

We have numerous outstanding Warrants which may adversely affect the price of our common stock.

We have reserved 169,467 shares of our common stock for issuance upon exercise of outstanding warrants at prices between $7.50 and $12.50 per share.  Any sale into the public market of our common stock purchased privately at prices below the current market price could be expected to have a depressive effect on the market price of our common stock.

Future sales of our common stock may cause our stock price to decline.

Our stock price may decline by future sales of our shares or the perception that such sales may occur. If we issue additional shares of Common Stock in private financings under an exemption from the registration laws, then those shares will constitute "restricted shares" as defined in Rule 144 under the Securities Act of 1933 (the "Act"). The restricted shares may only be sold if they are registered under the Act, or sold under Rule 144, or another exemption from registration under the Act.

Some of our outstanding restricted shares of Common Stock are either eligible for sale pursuant to Rule 144 or have been registered under the Act for resale by the holders. We are unable to estimate the amount, timing, or nature of future sales of outstanding Common Stock. Sales of substantial amounts of our Common Stock in the public market may cause the stock's market price to decline.

We do not expect to pay dividends.

We have not paid dividends since inception on our Common Stock, and we do not contemplate paying dividends in the foreseeable future on our Common Stock in order to use all of our earnings, if any, to finance expansion of our business plans.

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Lack of trading market may make it difficult to sell our common stock.

The only trading in our common stock is conducted on the Over-the Counter ("OTC") Bulletin Board. As a result, an investor may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, the common stock. In addition, our common stock is defined as a "penny stock" by rules adopted by the U.S. Securities and Exchange Commission. In such event, brokers and dealers effecting transactions in the common stock with or for the account of a customer must obtain the written consent of a customer prior to purchasing the common stock, must obtain certain information from the customer and must provide certain disclosures to such customer. These requirements may have the effect of reducing the level of trading in the secondary market, if any, of the common stock and reducing the liquidity of the common stock.

Our stock price can be extremely volatile.

Our common stock is traded on the OTC Bulletin Board. As a result, an investor may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, the common stock. There can be no assurance that an active public market will continue for the common stock, or that the market price for the common stock will not decline below its current price. Such price may be influenced by many factors, including, but not limited to, investor perception of us and our industry and general economic and market conditions. The trading price of the common stock could be subject to wide fluctuations in response to announcements of our business developments or those of our competitors, quarterly variations in operating results, and other events or factors. In addition, stock markets have experienced extreme price volatility in recent years. This volatility has had a substantial effect on the market prices of companies, at times for reasons unrelated to their operating performance. Such broad market fluctuations may adversely affect the price of our common stock.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

On November 28, 2008, we entered into an Asset Purchase and Balance Sheet Enhancement Agreement with a related party to acquire an undivided 25% tenancy-in-common interest in a properly 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, valued at $1.25 per share. Subsequent to the fiscal year ended April 30, 2009, the Company rescinded the Agreement and the shares were returned to treasury.

We do not currently own any other property.

We currently are using office space located at 300 B Street in Santa Rosa, California. The space consists of approximately 1,000 sq ft.  We currently have a lease agreement with Schellinger Brothers, an unrelated third party, for corporate office space. The lease term is renewable annually. We believe that this arrangement is suitable given the nature of our current operations, and also believe that we will not need to lease additional space for at least the next 12 months.

Item 3. Legal Proceedings

We are currently in a dispute with a former director for services previously rendered. In the opinion of management, this claim is without merit and we will be successful in our defense of this claim. A total of $72,000 (April 30, 2008 - $Nil) related to this amount was accrued in the financial statements during the fiscal year ended April 30, 2009.

We were named in a lawsuit as a defendant versus a former consultant for the breach of contract. On June 3, 2008, the law suit was resolved with no financial damages for the Company.

We are not  currently a party to any other pending legal proceeding. 

Item 4. Submission of Matters to a Vote of Security Holders

At the annual meeting of stockholders held on May 15, 2009, the Company’s stockholders approved the implementation of a 1:50 reverse stock split of the Company’s common stock.  The record and effective date for the reverse stock split was February 3, 2009.  Immediately prior to the effective time of the reverse stock split, the Company had 6,009,776 shares of common stock outstanding.  Upon the effectiveness of the reverse stock split, the Company had 1,120,195 shares of common stock outstanding. In addition, the Company amended its Articles of Incorporaiton to increase the authorized capital stock to 200,000,000 shares of common stock and 500,000,000 shares of preferred stock.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.  

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PART II

Item 5.   Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

The Issuer's common stock was traded on the NASD OTC Bulletin Board under the symbol ROTB until the stock split was effected on February 3, 2009, at which time the stock trading symbol was changed to RTBC. The following table sets forth the high and low closing prices of the common stock during the periods indicated for the fiscal years ended April 30, 2009 and 2008, as reported by Nasdaq. The quotations below reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

					Fiscal Years Ending  April 30, 2009 and 2008
RTBC, formerly ROTB - ROTOBLOCK CORP
		BID			ASK			PRICE
END DATE	HIGH	LOW	CLOSE	HIGH	LOW	CLOSE	HIGH	LOW	CLOSE	VOLUME
4/30/2009	1.75	.55	0	2.50	.60	0	2.50	.55	1.00	20,067
1/30/2009	2.50	.55	0	3.50	1.00	0	3.50	.55	1.00	43,751
10/31/2008	4.75	2.00	0	5.00	2.75	0	5.00	2.00	2.50	19,098
7/31/2008	10.00	2.50	0	12.00	3.50	0	11.00	2.50	4.25	85,075
4/30/2008	5.50	2.75	3.85	6.00	3.00	4.00	6.00	2.75	4.00	65,082
1/31/2008	6.75	3.85	4.50	7.50	4.35	5.50	7.50	3.85	5.00	92,066
10/31/2007	10.00	1.00	6.00	11.50	1.25	6.50	10.50	1.00	6.50	112,311
7/31/2007	2.90	1.05	1.05	3.10	1.25	1.05	3.00	1.05	1.05	40,060

The closing price of our common stock as reported by the OTCBB on August 5, 2009 was $3.00 per share.

Common Stock and Preferred Stock

Stockholders

As of April 30, 2009, there were 117 holders of  record of our issued and outstanding common stock.

Dividends

We did not declare or pay cash or other dividends on its common stock during the last two calendar years. We currently have no plans to pay any dividends, although we may do so if our financial position changes.

Equity Compensation Plans

We have not adopted any equity compensation plans.

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Share Purchase Warrants

During the year ended April 30, 2009, we issued a total of 16,000 incentive share purchase warrants with an exercise price of  $7.50  per share and 3,333 incentive share purchase warrants with an exercise price of $12.50 to our directors, officers, consultants, advisors and employees. The warrants are intended to provide incentives to officers, employees, consultants and advisors (including members of the Board of Directors), who contribute to the success of our company by offering them the opportunity to acquire an ownership interest in it. The Board of Directors believes that this also will help to align the interests of our management and employees with the interests of our stockholders.

Subsequent to the fiscal year ended April 30, 2009, on July 15, 2009, we filed a Form S-8 Registration Statement with the SEC to registere 100,000 shares of our common stock for future issuances to any and all consultants, employees, attorneys, officers and directors at a proposed maximum offering price of $7.50 per common share; a complete copy of the S-8 can be found on the SEC website at www.sec.gov under our SEC File Number 333-116324.

Appropriate adjustments were made to the outstanding, unexercised warrants, exercise prices and in the number of shares subject to each outstanding warrant as a result of our reverse stock split (1:50) effective February 3, 2009. The Company also may make provisions for adjusting the number of bonuses or underlying outstanding warrants in the event we effect one or more reorganizations, recapitalizations, rights offerings, or other increases or reductions of shares of our outstanding common stock.

The following share purchase warrants were outstanding at April 30, 2009:

	Exercise price	Numberof warrants	Remaining contractual life (years)
	$
Warrants	12.50	59,200	1.71
Warrants	7.50	50,000	2.61
Warrants	12.50	7,600	3.35
Warrants	12.50	6,667	3.73
Warrants	7.50	20,000	3.92
Warrants	12.50	6,667	3.94
Warrants	7.50	16,000	4.03
Warrants	12.50	3,333	4.18
		169,467

The following is a summary of warrant activities during the periods ended April 2009 and 2009:

	Number of warrants	Weighted average exercise price
		$
Outstanding and exercisable at 1 May 2007	239,244	22.50
Granted	40,933	10.00
Exercised	-	-
Expired	(130,043)	25.00
Outstanding and exercisable at 30 April 2008	150,134	16.93
Weighted average fair value of warrants granted during the year ended 30 April 2008		2.79
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 ended 30 April 2009		8.58

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The weighted average grant date fair value of warrants issued during the year ended 30 April 2009 amounted to $8.58 per warrant (30 April 2008 - $2.79 per warrant).  The fair value of each warrant granted was determined using the Black-Scholes option pricing model and the following assumptions:

	As at 30 April  2009	As at 30 April  2008
Risk free interest rate	3.02 % - 3.28%	2.65 % - 3.72%
Expected life	5.0 years	5.0 years
Annualized volatility	153% - 158%	119% - 150%
Expected dividends	-	-

Recent Sales of  Unregistered Securities

Following are descriptions of all unregistered equity securities issued and/or sold during the fiscal year ended April 30, 2009:

i.   During the fiscal year ended April 30, 2009, we issued 1,000 shares of common stock valued at $4,000 ($4.00 per share) for consulting services

ii.   During the fiscal year ended April 30, 2009, we issued 6,400 shares of common stock valued at $96,000 ($15.00 per share) for investor 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.

iii.   During the fiscal year ended April 30, 2009, we issued 16,000 units valued at $64,000 ($4.00 per share) as compensation to the Chief Executive Officer of the Company.  Each unit consists of one restricted share of common stock and one common stock purchase warrant.  Each warrant entitles the holder to purchase one additional share of common stock at a price of $7.50 per share for a period of five years from the date of offering, expiring on May 12, 2013.  At April 30, 2009, all 16,000 of these share purchase warrants 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.

iv.   During the fiscal year ended April 30, 2009, we issued 1,333 shares of common stock valued at $10,000 ($7.50 per share) for legal services.  

v.   During the fiscal year ended April 30, 2009, we issued 1,000 shares of common stock valued at $7,500 ($7.50 per share) for 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.

vi.   During the fiscal year ended April 30, 2009, we issued 3,200 share of common stock valued at $24,000 ($7.50 per share) for consulting services to a related party.

vii.   During the fiscal year ended April 30, 2009, we issued 5,000 shares of common stock valued at $27,500 ($5.50 per share) for consulting services 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.

viii.   During the fiscal year ended April 30, 2009, we issued 3,333 units valued at $7.50  per unit for total cash proceeds of $25,000.  Each unit consists of one share of restricted common stock and one common stock purchase warrant.  Each common stock purchase warrant entitles the holder to purchase one additional share of common stock 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.  At April 30,  2009, all 3,333 of these common stock purchase warrants 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.

ix.   During the fiscal year ended April 30, 2009, we issued 2,000 shares of common stock valued at $10,000 ($5.00 per share) in repayment for a convertible promissory note.  

x.   During the fiscal year ended April 30, 2009, we issued 2,000 shares of common stock valued at $6,000 ($3.00 per share) for consulting services.

xi.   During the fiscal year ended April 30, 2009, we issued 200,000 shares of common stock valued at $1.25 per share for the purchase of land and a building from a related party, valued at $250,000. Subsequent to the period, we rescinded the asset purchase and the 200,000 shares were returned to the Company.

xii.   During the fiscal year ended April 30, 2009, we issued 5,000 shares of common stock valued at  $5,000 ($1.00 per share) for legal services.

xiii.   During the fiscal year ended April 30, 2009, we issued 150,000 shares of common stock valued at $150,000 ($1.00 per share) as a retainer for consulting services 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.

14

Subsequent to the fiscal year ended April 30, 2009 the following securities were issued:

i.   On June 16, 2009, we issued 19,885 shares of common stock valued between $0.61 and $0.75 for total cash proceeds of $14,000. 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.

ii.   On July 1, 2009, we entered into a one-year consulting agreement with an individual whereby it was agreed that we issue a total of 500 shares of common stock valued at $3,750 ($7.50 per share) for these services.

iv.   On July 13, 2009, we entered into one-year consulting agreements with five individuals whereby it was agreed that we issue a total of 2,300 shares of common stock valued at $17,250 ($7.50 per share) for these services.

v.   On July 17, 2009, we entered into a one-year consulting agreement with two individuals whereby it was agreed that we issue a total of 1,000 shares of common stock valued at $7,500 ($7.50 per share) for these services.

vi.   On July 21, 2009, we entered into a one-year consulting agreement with an individual whereby it was agreed that we issue a total of 500 shares of common stock valued at $3,750 ($7.50 per share) for these services.

There were no stock options issued or outstanding at April 30, 2009; however, on July 1, 2009, we entered into an Employment Agreement with Chien Chih Liu, our Chief Executive Officer, whereby he is to receive a stock option grant for 1,000,000 shares, dated July 1, 2009. The option will be exercisable for a period of 10 years from the date of grant and the exercise price will be set by the Board of Directors at the time of issuance of the option. We are currently working with our legal counsel on a draft of the Employee Stock Option Plan and will disclose further details in our next report when they are available.

Item 6.  Selected Financial Data

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. Please see our audited financial statements included in this annual report on Form 10-K for detailed financial information.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

THIS ANNUAL REPORT, INCLUDING THE FOLLOWING MANAGEMENT'S DISCUSSION AND ANALYSIS, AND OTHER REPORTS FILED BY THE REGISTRANT FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION (COLLECTIVELY THE "FILINGS") CONTAIN FORWARD-LOOKING STATEMENTS WHICH ARE INTENDED TO CONVEY OUR EXPECTATIONS OR PREDICTIONS REGARDING THE OCCURRENCE OF POSSIBLE FUTURE EVENTS OR THE EXISTENCE OF TRENDS AND FACTORS THAT MAY IMPACT OUR FUTURE PLANS AND OPERATING RESULTS. THESE FORWARD-LOOKING STATEMENTS ARE DERIVED, IN PART, FROM VARIOUS ASSUMPTIONS AND ANALYSES WE HAVE MADE IN THE CONTEXT OF OUR CURRENT BUSINESS PLAN AND NFORMATION CURRENTLY AVAILABLE TO US AND IN LIGHT OF OUR EXPERIENCE AND PERCEPTIONS OF HISTORICAL TRENDS, CURRENT CONDITIONS AND EXPECTED FUTURE DEVELOPMENTS AND OTHER FACTORS WE BELIEVE TO BE APPROPRIATE IN THE CIRCUMSTANCES. YOU CAN GENERALLY IDENTIFY FORWARD-LOOKING STATEMENTS THROUGH WORDS AND PHRASES SUCH AS "SEEK", "ANTICIPATE", "BELIEVE", "ESTIMATE", “EXPECT", "INTEND", "PLAN", "BUDGET", "PROJECT", "MAY BE", "MAY CONTINUE", "MAY LIKELY RESULT", AND SIMILAR EXPRESSIONS. WHEN READING ANY FORWARD-LOOKING STATEMENT YOU SHOULD REMAIN MINDFUL THAT ALL FORWARD-LOOKING STATEMENTS ARE INHERENTLY UNCERTAIN AS THEY ARE BASED ON CURRENT EXPECTATIONS AND ASSUMPTIONS CONCERNING FUTURE EVENTS OR FUTURE PERFORMANCE OF OUR COMPANY, AND ARE SUBJECT TO RISKS, UNCERTAINTIES, ASSUMPTIONS AND OTHER FACTORS RELATING TO OUR INDUSTRY AND RESULTS OF OPERATIONS, INCLUDING BUT NOT LIMITED TO THE FOLLOWING FACTORS:

      o    WHETHER THE ALTERNATIVE ENERGY FOR OUR PRODUCTS CONTINUES TO GROW AND, IF IT DOES, THE PACE AT WHICH IT MAY GROW;

      o    OUR ABILITY TO ATTRACT AND RETAIN THE PERSONNEL QUALIFIED TO IMPLEMENT OUR GROWTH STRATEGIES,

      o    OUR ABILITY TO OBTAIN APPROVAL FROM GOVERNMENT AUTHORITIES FOR OUR PRODUCTS;

      o    OUR ABILITY TO PROTECT THE PATENTS ON OUR PROPRIETARY TECHNOLOGY;

      o    OUR ABILITY TO FUND OUR SHORT-TERM AND LONG-TERM FINANCING NEEDS;

      o    OUR ABILITY TO COMPETE AGAINST LARGE COMPETITORS IN A RAPIDLY CHANGING  MARKET;

      o    CHANGES IN OUR BUSINESS PLAN AND CORPORATE STRATEGIES; AND

      o    OTHER RISKS AND UNCERTAINTIES DISCUSSED IN GREATER DETAIL IN VARIOUS SECTIONS OF THIS REPORT.

SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED. EACH FORWARD-LOOKING STATEMENT SHOULD BE READ IN CONTEXT WITH, AND WITH AN UNDERSTANDING OF, THE VARIOUS OTHER DISCLOSURES CONCERNING OUR COMPANY AND OUR BUSINESS MADE IN OUR FILINGS. YOU SHOULD NOT PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING STATEMENT AS A PREDICTION OF ACTUAL RESULTS OR DEVELOPMENTS. WE ARE NOT OBLIGATED TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT CONTAINED IN THIS REPORT TO REFLECT NEW EVENTS OR CIRCUMSTANCES UNLESS AND TO THE EXTENT REQUIRED BY APPLICABLE LAW.

15

Results of Operations

Fiscal year ended April 30, 2009 compared to the fiscal year ended April 30, 2008

For the fiscal year ended April 30, 2009, we incurred a net operating loss of $790,591, or $0.90 per share, as compared to a net loss of $576,091, or $0.88 per share, for the fiscal year ended April 30, 2008 

We incurred total expenses of $718,591 for the year ended April 30, 2009, as compared to total expenses of $576,091 for the year ended April 30, 2008. The majority of the expensed were attributed to $147,446, the estimated fair value of stock-based compensation paid to our directors, officers and employeesfor services rendered during the period (2008 - $60,664, cumulative - $2,523,998). Our other expenses included $37,033 in public relations and shareholder services for the preparation and dissemination of shareholder information (2008 - $3,495, cumulative - $181,437); $76,935 in professional fees (2008 - $143,908, cumulative - $407,273), generally consisting of fees for legal, accounting and outside services paid in connection with the preparation and filing of our periodic reports with the SEC;  $100,000 was expensed as the fair market value of management fees for services contributed by our officers and directors  (2008 - $100,000, cumulative - $300,000); $197,905 for consulting fees (2008 - $207,320, cumulative $865,677); $96,000 for investor relations (2008 - $Nil, cumulative - $239,878); $11,465 for listing, filing and transfer agent fees ($2008 - 7,865, cumulative $47,913); $38,419 for travel and entertainment expense (2008 - $45,700, cumulative - $124,277); $265 for interest expense (2008 - $714, cumulative - $16,723); $11,709 in miscellaneous office/sundry expenses (2008 - $6,425, cumulative - $60,521); and $1,414 in depreciation expense (2008 - $Nil, cumulative - $5,382). 

Our expenses increased during the fiscal year ended April 30, 2009 due to higher investor relations and stock-based compensation expenses. In addition, we paid no rent during the fiscal year ended April 30, 2009.

In addition, we have reserved $72,000 in potential settlement fees for an ongoing dispute with a former director for services previously rendered. In our opinion, however, the claim is without merit and we feel we will be successful in defending the claim.

We do not own any real estate. 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 fiscal year ending April 30, 2010.

Liquidity and Capital Resources

We currently only have $4,786 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 a final prototype 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. 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. However, 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. 

As of the date of this annual report, we have not yet generated any revenues.

We do not intend to purchase any significant property or equipment, nor incur any significant changes in employees during the next 12 months.

Cash provided by financing activities for the fiscal year ended April 30, 2009 was $24,893, attributed to $6,475 from private sales of our common stock, $18,525 in cash received in exchange for the issuance of stock purchase warrants and a decrease of $107 in amounts due to a related party.

16

Cash flows provided by or used in investing activities for the fiscal year ended April 30, 2009 were $2,940 for equipment purchases.

At April 30, 2009, the amount in due to a related party was $551, payable to a former director and stockholder of the Company.  This balance is non-interest bearing, unsecured, and has no fixed terms of repayment.

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 filing of this annual report.

On April 30, 2007, we entered into a convertible promissory note agreement, for $10,000 cash.  The note was non-interest bearing, unsecured and was repaid in 2,000 shares of common stock on August 12, 2008.

On 13 July 2009, we entered into a convertible promissory note with a non-related party for $150,000, payable at the interest rate of 6% per annum.

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.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting issuer (as defined in Item 10(f)(1) of Regulation S-K), we are not required to report quantitative and qualitative disclosures about market risk specified in Item 305 of Regulation S-K.

Item 8. Financial Statements

See our audited financial statements immediately following the signature page of this Form 10-K.

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

There have been no disagreements with our accountants on accounting or other financial disclosures since inception.

Item 9A. 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.  Prior the filing of this amended report,  our Certifying Officers evaluated the effectiveness of our disclosure controls and procedures for the period covered by this report. Based on the evaluation, our Certifying Officers concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that (a) 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 (b) that it is accumulated and communicated to our management, including the Certifying Officers, as appropriate to allow timely decisions regarding required disclosure. The original report on Form 10-K for the subject fiscal year end did not contain a disclosure regarding the required review of the effectiveness of our internal controls over financial reporting. We failed to undertake such a review. We have since conducted such a review of the effectiveness of our internal controls over financial reporting as disclosed herein.

We also maintain a system of internal controls designed to provide reasonable assurance that (i) transactions are executed in accordance with Management's general and specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with the United States generally accepted accounting principles and to maintain accountability for assets; (ii) access to assets is permitted only in accordance with Management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. We believe that our internal controls are effective to provide reasonable assurance that our financial statements are fairly presented in conformity with generally accepted accounting principals. Since our most recent evaluation, there have been no changes in our internal controls or in other factors that could significantly affect our internal controls, nor were any corrective actions required with regard to significant deficiencies and material weaknesses. Because of its inherent limitations, internal control over financial reporting may not prevent or detect every misstatement and instance of fraud. Controls are susceptible to manipulation, especially in instances of fraud caused by the collusion of two or more people, including our senior management. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our Certifying Officers, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of April 30, 2009.  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.

This report does not include an attestation report of our registered public accounting firm regarding internal controls over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

17

Item 9B. Other Information

None.

PART III

Item 10.  Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

Management

The following table sets forth the names, positions and ages of the executive officers and directors. Directors are elected at the annual meeting of stockholders and serve for one year or until their successors are elected and qualify. Officers are elected by the Board of Directors and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board of Directors.

Name of Director or Officer and Position in the Company	Officer or Director Since	Age	Office(s) Held and Other Business Experience
Chien Chih Liu, Chief Executive Officer and Director (1)	November 1, 2007 to present	38	Mr. Liu has over 15 years of experience in international trade and project management. From 2002 to 2007, he wasVice President of Tianyi Group, a company engagd in the business of international trade and project management in California.  Prior to Tianyi Group, he was in the real estate investment business in both the US an dChina. Mr. Liu received a BS in Chemical Engineering fromn the University of California-Berkeley. He devotes his time as required to the business of our company.
Richard Di Sfefano, Chief Financial Officer, Principal Accounting Officer and Director	June 5, 2008 to present	33	Mr. DiStefano is a business strategist with over 13 years experience managing multiple product lines in both the corporate and entrepeneurial environments. From 2004 to the present, he has been the owner/operator of Premier Wireless, a retail multi-carrier phone sales and service outlet business. He grew the company from one outlet to 12 in 36 months in premium mall locations and formed dealer relationships with Sprint, Verizon, Cingular, T-Mobile and Metro PCS.  In addition, from 2004 to the present, Mr. DiStefano is a Director of Produt Mobile for Match.com, where he has developed andf launched SMS alerts, an integrated WAP site and Brew downloadable client applications with AT&T, Sprint, Virgin, Alltel and Telefonica in Spain. He has led the global on-deck expansion of Match.com into the U K and Spain with Vodafone and Orange,  and created and launched the model for Match and MSN dating and personals in the US and 14 other countries, including contract negotiations.  He received a BS Degree in Rhetoric and Communications from the University of California-Davis in 1998 and a Law Degree from Lincoln Law School in Sacramento, CA. in 2004. Mr. DiStefano devotes his time as required to the business of our company.
Mariya Petrovska, Secretary and Director	April 18, 2007 to Present	25	Ms. Petrovska was appointed a  director and corporate secretary of the company in April 2007 when the former secretary and director, Renay Cude, resigned. She graduated from Sonoma State University in May 2006 with a Bachelors Degree in Communications and has worked as an intern for the Comunications and Public Relations Firm in San Francisco, CA, where she assisted with various marketing and promotions campaigns. After graduation, Ms. Petrovska joined ZAP, a publicly-traded company, where she worked as a Marketing and Event Coordinator. Ms. Petrovska has travelled extensively throughout Europe, living in the Middle East and completing a year at St. Louis University in Madrid, Spain. Ms. Petrovska devotes her time as required to the business of our company.
Ching Chuen Chan, Director	September 26, 2005                            52 to Present		Professor at the University of Hong Kong and one of China's foremost authorities on drive train design and engineering. He has been called the "Father of Asian Electric Vehicles" by Global View Magazine 2003 and has been actively involved in electric vehicle (EV) projects in China, India, Japan, United States and Europe. In 2001, Asiaweek selected Chan as "Asia's Best Technology Pioneer". He has authored and co-authored eight books and over 220 technical papers and holds eight patents. His 2001 book "Modern Electric Vehicle Technology" is considered a comprehensive reference book on the subject. Professor Chan is a member of the National Committee of the Chinese People's Political Consultative Conference and Chief Panelist for the Ministry of Science and Technology. He is the Science & Technology advisor for Shandong Province, as well as Chief Advisor on EVs for the Mayor of Wuhan. He founded the International Research Centre for EVs at the University of Hong Kong, hosted the 10th International EV Symposium in Hong Kong and co-founded the World EV Association. He has also served as the President of EV Association of Asia Pacific, President of the Hong Kong Institution of Engineers, and is now Vice President of the Hong Kong Academy of Engineering Sciences and President of the Asian EV Society. Professor Chan was born to a Chinese entrepreneurial family in Indonesia. He obtained his academic credentials from Tsinghua University and the University of Hong Kong and holds honorary degrees from universities in Russia, Ukraine and the United Kingdom. He worked for 11 years in the research and development of electric machines and power systems; and for 29 years in polytechnic and universities devoted to teaching and research in electrical engineering. He has also served as a guest lecturer in the U.S. at UC Berkeley, MIT and UC Davis. Mr Chan devotes his time as required to the business of our company.
Steve Schneider, Director (1)	August 11, 2005 to present	45	Mr. Schneider is a director and Chief Executive Officer of ZAP since October 26, 2002. ZAP is an advanced technology vehicle distributor. Under Mr. Schneider’s leadership, the company obtained over 2 billion dollars in purchase orders; over $400 million in revolving credit, successfully brought to market America’s highest fuel economy vehicle as well as bringing the first production Chinese and electric vehicle to the U.S. In 2001, Mr. Schneider founded Voltage Vehicles, an electric vehicle distribution company specializing in electric vehicles and full-performance alternative fuel vehicles such as automobiles, motorcycles, and bicycles. Mr. Schneider devotes his time as required to the business of our company.
Tony R. Collins, Vice President of Corporate Development and Technology	December 1, 2006 to present	35	Prior to joining the Registrant, Mr. Collins most recently served as President of Merchant West Communications from 2004 to 2006. From 2001 to 2004, Mr. Collins was Corporation Communications Director for Skyline Marketing Group. From 1998 to 2001, Mr. Collins was in senior management positions with Indus Investment Group and Molson Indy Vancouver, respectively. Mr. Collins is a resident of Vancouver, British Columbia, Canada. Mr. Collins devotes his time as required to the business of our company.

(1) Subsequent to the fiscal year ended April 30, 2009, on July 13, 2009, the Company accepted the resignation of  Steven M. Schneider as a Director and appointed Chien Chih Liu to serve as a director, filling the vacancy, until the next annual election of directors at the annual stockholders meeting in 2010.

The persons named above are expected to hold said offices/positions until the next annual meeting of our stockholders. The officers and directors are our only officers, directors, promoters and control persons.

18

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with. In making these disclosures, we have relied solely on a review of the copies of such reports furnished to us and written representations by our directors, executive officers and greater than ten percent stockholders.

Code of Ethics

At this time, we have not adopted a formal Code of Ethics that applies to the Chief Financial Officer.  We have, however, followed an informal Code of Ethics requiring Board of Director approval of any material transaction involving our Chief Financial Officer. We believe this procedure reasonably deters material wrongdoing and promotes honest and ethical conduct from our executive officers.

Item 11.  Executive Compensation

Our officers and directors do not presently receive any cash or non-cash compensation for their services and there are currently no plans to implement any such compensation. They are, however, reimbursed for any out-of-pocket expenses incurred on our behalf and have received equity compensation.

The following table sets out the compensation received for the fiscal years ended April 30, 2009 and 2008 with respect to each of the individuals who were our chief executive officers at any time during the last fiscal year and the  most highly compensated executive officers whose total salary and bonus exceeded $100,000.

SUMMARY COMPENSATION TABLE
	FISCAL YEAR COMPENSATION					LONG-TERM COMPENSATION
						Awards		Payouts
						Securities Underlying Option/SARs Granted	Restricted Shares or Restricted Share Units	LTIP Payouts ($)	All other Compensation (Restricted Shares of Common Stock)
		FISCAL YEAR COMPENSATION
Name and Principal Position		Year	Salary	Bonus	Other Annual Compensation
			($)	($)
Chien Chih Liu, Chief Executive Officer		2009	100,000 (1)	0	0	1,000,000 (4)	100,000 (1) 16,000 (2)	0
		2008	110,000 (1)	64,000 (2)		0	40,000 (1)	0
Richard Di Stefano, Chief Financial Officer		2009	0	0	0	0	0	0	0
		2008	0	27,500 (3)	0	0	0	0	5,000 (3)
Mariya Petrovska, Secretary		2009	50,000 (1)	0	0	0	50,000 (1)	0	0
		2008	0	2,000 (3)	0	0	0	0	2,000 (3)
Tony R. Collins, VP of Development		2009	0	0	0	0	0	0	0
		2008	0	0	0	0	0	0	0

(1)During the fiscal year ended April 30, 2009, Chien Chih Liu received 100,000 shares of restricted common stock, valued at $100,000 in lieu of compensation and Mariya Petrovska received 50,000 shares of restricted common stock, valued at $50,000 in lieu of compensation. During the fiscal year ended April 30, 2008, Chien Chih Liu received 40,000 shares of our restricted common stock, valued at $110,000 in lieu of compensation. The share amounts have been adjusted to reflect the reverse split of our common stock effected in February 2009.

(2)  During the fiscal year ended April 30, 2009, 16,000 units were issued to Chien Chih Liu as stock-based compensation, valued at $64,000. Each unit consists of one share of restricted common stock and one common stock purchase warrant. Each warrant entitles the holder to purchase one additional share of common stock at a price of $7.50 per share for a periof of 5 years, expiring on May 12, 2013. 

(3)  During the fiscal year ended April 30, 2008, Richard Di Stefano, our Chief Financial Officer received a bonus of 5,000 shares of our restricted common stock, valued at $27,500, and Mariya Petrovska, our Corporate Secretary received a bonus of 2,000 shares of our restricted common stock, valued at $2,000.

(4)  Subsequent to the fiscal year ended April 30, 2009, on July 1, 2009, we entered into an Employment Agreement with Mr. Chien Chih Liu. The terms of the agreement provide that Mr. Liu will receive an annual base salary of $125,000 per year, as well as a one-time bonus of $75,000 in restricted common stock. In addition, we are currently in the process of preparing an Employee Stock Option Plan with our legal counsel and, once completed, the agreement also provides for the grant of a stock option in the amount of 1,000,000 shares, with the the exercise price and terms to be set and approved by the Board of Directors upon grant. The term of the Employment Agreement is for 36 months from July 1, 2009.

There are no other employment agreements, arrangements or understandings between any executive officer and any director or other person pursuant to which any person was selected as a director or an executive officer.  None of our executive officers and/or directors receive cash renumeration for their services.

19

Option/Stock Appreciation Rights ("SAR") Grants during the most recently completed fiscal year

During the fiscal years ended April 30, 2009, our Chief Executive Officer received common stock share purchase warrants exercisable at a per share price of $4.00 per share, expiring May 12, 2013. The following table sets out the common stock share purchase warrants granted in lieu of salaries and/or bonuses during the fiscal year ended April 30, 2009 to the Named Executive Officers:

OPTION/SAR GRANTS - INDIVIDUAL GRANTS - 2009

Name and Title	Number of Securities Underlying Options/SARs Granted (#)	% of Total Options/SARs Granted to Employees in Fiscal Year	Exercise or Base Price ($)	Expiration Date
Chien Chih Liu, Chief Executive Officer	16,000	100%	$4.00	May 12, 2013

The following table sets out all option/SARs and warrants which were exercised by the Named Executive Officers during the most recently completed fiscal year and the values of options/SARs and warrants for such persons as of the end of the most recently completed fiscal year.

Name	Shares Acquired on Exercise (#)	Value Realized ($)	Number of Securities Underlying Unexercised Options/SARs at FY-End (#) Exercisable/Unexercisable	Value of Unexercised Options/SARs at FY-End ($)
Chieh Chih Liu	0	0	16,000	$147,446

We do not have any standard arrangements pursuant to which directors are compensated for services as directors.

The directors are not compensated with cash for their services but they may be compensated with stock purchase warrants. In addition, no pension or retirement benefit plan has been adopted and none is proposed at this time. There is no arrangement for compensation with respect to termination of the directors in the event of change of control of the Company.

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

The following table sets forth certain information regarding common stock beneficially owned on the date of this filing for (i) each shareholder known by us to be the beneficial owner of five (5%) percent or more of our issued and outstanding common stock, (ii) each executive officers and directors, and (iii) all executive officers and directors as a group. As of the date of the filing of this annual report, there were 1,120,195 shares of common stock issued and outstanding.

Name and Address of Beneficial Owner	Position(s) Held	Nature and Amount of Beneficial Ownership (1)	Percent of Outstanding Common Stock
Chien Chih Liu	Chief Executive Officer and Director	376,000	34%
300 B Street		Direct
Santa Rosa, CA.  95401
Ching Chuen Chan	Director	3,000
399 B Street		Direct	<1%
Santa Rosa, CA. 95401
Richard Di Stefano	Chief Financial Officer and Director	5,000	<1%
300 B Street		Direct
Santa Rose, CA. 95401
Mariya Petrovska	Secretary and Director	52,000	5%
300 B Street		Direct
Santa Rosa, CA. 95401
All Officers and Directors as a group (3)		436,000	38.9%

(1) In general, a person is considered a beneficial owner of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose of such security. A person is also considered to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within (60) days.

Changes in Control

There are no arrangements known to us, the operation of which may at a subsequent date result in a change of control of our company.

20

Item 13.  Certain Relationships and Related Transactions

At April 30, 2009, a total of $551 was due and payable to a former director and stockholder of the Company. This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

During the year ended April 30, 2009, we issued 16,000 common  stock  purchase warrants to our Chief Executive Officer; each warrant entitles Mr. Liu to purchase one additional share of common stock at a price of $4.00 until  May 12, 2013.

During the fiscal year ended April 30, 2009, officers and directors made contributions to capital for management fees in the amount of $100,000.  These amounts have been recorded as an increase in expenditures and an increase in additional paid-in capital.

During the year ended April 30, 2009, we issued 174, 200 shares to related parties for consulting services.

On November 28, 2008, we entered into an Asset Purchase and Balance Sheet Enhancement Agreement with a related party to acquire an undivided 25% tenancy-in-common interest in a properly 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, valued at $1.25 per share. Subsequent to the fiscal year ended April 30, 2009, the Company rescinded the Agreement and the shares were returned to treasury.

Item 14. Principal Accountant Fees and Services

Audit Fees

The aggregate fees billed for professional services rendered by our principal accountant for the audit of our annual financial statements for the fiscal year ended April 30, 2009 were $9,881 and $9,712 for the fiscal year ended April 30, 2008. The reviews for the financial statements included in our quarterly reports on Form 10-Q during the fiscal year ended April 30, 2009 were $8,166.

Audit Related Fees

We incurred no fees for the fiscal years ended April 30, 2009 and 2008 for assurance and related services by our principal accountant that were reasonably related to the performance of the audit or review of our financial statements, and not reported under Audit Fees above.

Tax Fees

The aggregate fees billed for professional services rendered by our principal accountant for tax compliance, tax advice, preparation and filing of tax returns and tax planning for the fiscal years ended April 30, 2009 and 2008 were nil.

All Other Fees

We incurred no other fees during the fiscal years ended April 30, 2009 for products and services rendered by our principal accountants.

Audit Committee Requirements

Section 10A(i) of the Exchange Act prohibits our auditors from performing audit services for us, as well as any services not considered to be "audit services",  unless such services are pre-approved by the audit committee of the Board of Directors, or unless the services meet certain de minimis standards. Because we are still in the development stage and have not yet completed our business plans and/or generated any revenues, we have not yet appointed an audit committee. Our Board of Directors ensure that:

·   All audit services that the auditor may provide to us or any subsidiary (including, without limitation, providing comfort letters in connection with securities underwritings or statutory audits) as required by §10A(i)(1)(A) of the Exchange Act (as amended by the Sarbanes-Oxley Act of 2002) are preapproved by the Board.

·   All non-audit services (other than certain de minimis services described in §10A(i)(1)(B) of the Exchange Act (as amended by the Sarbanes-Oxley Act of 2002)) that the auditors propose to provide to us or any of our subsidiaries are preapproved by the Board.

All audit fees were approved by the Board of Directors.

21

Item 15.  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 6/7/04 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 7/31/06. These exhibits are incorporated herein by this reference.

Exhibit No.                  Description                                                                                    

* 3(i)                            Articles of Incorporation

* 3(ii)                           Bylaws

23.1                              Consent of Accountants

23.2                              Consent of  Former Accountants

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 Section 13(a) 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.

ROTOBLOCK CORPORATION, Registrant

/s/ Chien Chih Liu                                                             

By: Chien Chih Liu, Chief Executive Officer

Dated:   March 24, 2010

/s/  Richard Di Stefano                                                   

By: Richard Di Stefano, Chief Financial Officer

Dated:  March 24, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities and on the dates indicated:

Dated: March 24, 2010              

/s/   Mariya Petrovska                                           

By:  Mariya Petrovska, Secretary and Director

Dated: March 24, 2010

/s/   Ching Chen Chan                                         

By:  Ching Chen Chan, Director

22

Rotoblock Corporation

(A Development Stage Company)

Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 April 2009

23

James Stafford

James Stafford 

Chartered Accountants

Suite 350 - - 1111 Melville Street

Vancouver, British Columbia

Canada V6E 3V6

Telephone +1 604 669 0711

Facsimile +1 604 669 0754

* Incorporated professional, James Stafford, Inc.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Rotoblock Corporation

(A Development Stage Company)

We have audited the consolidated balance sheets of Rotoblock Corporation (the “Company”) as at 30 April 2009 and 2008 and the related consolidated statements of operations, cash flows and changes in stockholders’ equity for the years ended 30 April 2009, 2008 and 2007.  These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of 30 April 2009 and 2008, and the results of its operations, its cash flows and its changes in stockholders’ equity for the years then ended 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 will continue as a going concern.  As discussed in Note 1 to the consolidated financial statements, conditions exist which raise substantial doubt about the Company’s ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations.  Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ James Stafford

Vancouver, Canada

Chartered Accountants

July 17, 2009

24

Rotoblock Corporation

(A Development Stage Company)

Consolidated Balance Sheets

(Expressed in U.S. Dollars)

	As at 30 April  2009	As at 30 April 2008
	$	$
Assets
Current
Cash and cash equivalents	4,786	91,947
Accounts receivable	183	219
Prepaid expenses (Note 9)	78,345	26,072
	83,314	118,238
Patents (Note 3)	108,745	108,745
Property, plant and equipment (Note 4)	251,526	-
	443,585	226,983
Liabilities
Current
Accounts payable and accrued liabilities (Note 5)	40,770	21,986
Convertible promissory note payable (Note 6)	-	10,000
Due to related party (Note 8)	551	658
Provision for legal dispute (Note 12)	72,000	-
	113,321	32,644
Stockholders’ equity
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
30 April 2009 – 1,120,195 common shares, par value $0.001
30 April 2008 – 723,929 common shares, par value $0.001	1,120	724
Additional paid-in capital	5,465,365	4,705,286
Warrants	280,274	114,303
Accumulated comprehensive loss	(4,198)	(4,268)
Deficit, accumulated during the development stage	(5,412,297)	(4,621,706)
	330,264	194,339
	443,585	226,983

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/ Richard Di Stefano, Director

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

25

Rotoblock Corporation

(A Development Stage Company)

Consolidated Statements of Operations

(Expressed in U.S. Dollars)

	For the period from the date of inception on 2 September 2003 to 30 April  2009 (Unaudited)	For the year  ended 30 April 2009	For the year  ended 30 April 2008	For the year  ended 30 April 2007
	$	$	$	$
Expenses
General and administrative (Schedule 1)	5,168,085	718,591	576,091	878,582
Net loss before other items	(5,168,085)	(718,591)	(576,091)	(878,582)
Other items
Excess of consideration over net assets purchased from Rotoblock Inc. (Note 1)	(138)	-	-	-
Provision for legal dispute (Note 12)	(72,000)	(72,000)	-	-
Write-off of property, plant and equipment	(9,870)	-	-	-
Write-off of related party receivable	(162,204)	-	-	15,000
Loss for the period	(5,412,297)	(790,591)	(576,091)	(863,582)
Basic and diluted loss per common share		(0.90)	(0.88)	(1.47)
Weighted average number of common shares used in per share calculations		881,986	651,111	589,404
Comprehensive loss
Loss for the period	(5,412,297)	(790,591)	(576,091)	(863,582)
Foreign currency translation adjustment	(4,198)	70	(10)	(5)
Comprehensive loss	(5,416,495)	(790,521)	(576,101)	(863,587)
Comprehensive loss per common share		(0.90)	(0.88)	(1.47)

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

26

Rotoblock Corporation

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Expressed in U.S. Dollars)

	For the period from the date of inception on 2 September 2003 to 30 April  2009 (Unaudited)		For the year ended 30 April  2009		For the year ended 30 April 2008		For the year ended 30 April 2007
		$		$		$		$
Cash used in from operating activities
Loss for the period		(5,412,297)		(790,591)		(576,091)		(863,582)
Adjustments to reconcile loss to net cash used by operating activities
Contributions to capital by related party – expenses (Notes 9 and 13)		300,000		100,000		100,000		100,000
Depreciation		5,382		1,414		-		-
Non-cash interest		11,705		-		-		-
Shares issued for services (Notes 10 and 13)		1,490,378		394,000		300,256		307,424
Stock-based compensation (Notes 10 and 13)		2,523,998		147,446		60,664		414,711
Write-off of property, plant and equipment		9,870		-		-		-
Write-off of related party receivable		177,204		-		-		-
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable		(183)		36		(20)		487
Decrease in prepaid expenses		(52,273)		(52,273)		-		1,369
Increase (decrease) in accounts payable and accrued liabilities		29,067		18,784		(22,394)		5,193
Increase in provision for legal dispute (Note 12)		72,000		72,000		-		-
		(845,149)		(109,184)		(137,585)		(34,398)
Cash flows used in investing activities
Purchase of equipment (Note 4)		(16,778)		(2,940)		-		-
Purchase of patents		(108,745)		-		-		-
		(125,523)		(2,940)		-		-
Cash flows from financing activities
Common shares issued for cash (Note 10)		886,941		6,475		174,361		24,000
Warrants granted for cash (Note 10)		72,164		18,525		53,639		-
Warrants exercised		10,000		-		-		-
Convertible promissory note payable		10,000		-		-		10,000
Increase (decrease) in due to related party (Note 8)		551		(107)		60		1
		979,656		24,893		228,060		34,001
Foreign exchange effect on cash		(4,198)		70		(10)		(5)
Increase (decrease) in cash and cash equivalents		4,786		(87,161)		90,465		(402)
Cash and cash equivalents, beginning of period		-		91,947		1,482		1,884
Cash and cash equivalents, end of period		4,786		4,786		91,947		1,482

   Supplemental Disclosures with Respect to Cash Flows (Note 13)

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

27

Rotoblock Corporation

(A Development Stage Company)

Consolidated Statements of Changes in Stockholders’ Equity

(Expressed in U.S. Dollars)

	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 (Unaudited)		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 (Unaudited)		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 (Unaudited)		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.

28

Rotoblock Corporation

(A Development Stage Company)

Consolidated Statements of Changes in Stockholders’ Equity - Cont’d

(Expressed in U.S. Dollars)

	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 (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

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

29

Rotoblock Corporation

(A Development Stage Company)

Schedule 1 – Consolidated General and Administrative Expenses

(Expressed in U.S. Dollars)

	For the period from the date of inception on 2 September 2003 to 30 April  2009 (Unaudited)		For the year ended 30 April  2009		For the year ended 30 April  2008		For the year ended 30 April 2007
		$		$		$		$
Consulting fees (Notes 9, 10 and 13)		865,677		197,905		207,320		114,935
Depreciation		5,382		1,414		-		-
Foreign exchange loss		1,545		-		-		195
Interest		16,723		265		714		540
Investor relations (Notes 10 and 13)		239,878		96,000		-		45,358
Listing, filing and transfer agent fees		47,913		11,465		7,865		7,294
Management fees (Notes 9 and 13)		300,000		100,000		100,000		100,000
Office and sundry		60,521		11,709		6,425		4,672
Professional fees		407,273		76,935		143,908		64,562
Public relations and shareholder information		181,437		37,033		3,495		96,679
Rent		79,205		-		-		27,861
Research and development		314,256		-		-		418
Stock-based compensation (Notes 9, 10 and 13)		2,523,998		147,446		60,664		414,711
Travel and entertainment		124,277		38,419		45,700		1,357
		5,168,085		718,591		576,091		878,582

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

30

Rotoblock Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 April 2009

____________________________________________________________________________________________________________________________________________ 

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1.   Nature and Continuance of Operations

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 Statements of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises”.  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 30 April 2009 and for year 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 $790,591 for the year ended 30 April 2009 (30 April 2008 – $576,091) and has a working capital deficiency of $30,007 at 30 April 2009 (30 April 2008 – working capital of $85,594).

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 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 consolidated financial statements are the historical consolidated financial statements of Rotoblock Inc.

31

Rotoblock Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 April 2009

____________________________________________________________________________________________________________________________________________  

                                                                                                                           0;                                                                                                                                                              

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 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 30 April 2009, 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 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 consolidated financial statements.

Basis of presentation

The 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.

Principles of consolidation

These 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.

32

Rotoblock Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 April 2009

____________________________________________________________________________________________________________________________________________ 

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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.

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 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 consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

33

Rotoblock Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 April 2009

____________________________________________________________________________________________________________________________________________  

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Income taxes

Deferred income taxes are reported for timing differences between items of income or expense reported in the consolidated financial statements and those reported for income tax purposes in accordance with SFAS No. 109, “Accounting  for 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 SFAS No. 128, “Earnings per Share”. SFAS No. 128 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 excludes all dilutive potential shares if their effect is anti-dilutive.

Comprehensive loss

SFAS No. 130, “Reporting Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements.

Property, plant, 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%

34

Rotoblock Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 April 2009

____________________________________________________________________________________________________________________________________________  

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Long lived assets

SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. It establishes guidelines for determining recoverability based on future net cash flows from the use of the asset and for the measurement of the impairment loss. Impairment loss under SFAS No. 144 is calculated as the difference between the carrying amount of the asset and its fair value. Any impairment loss is recorded in the current period in which recognition criteria are first applied and met. The statement requires that the impairment review be performed on the lowest level of asset groupings for which there are identifiable cash flows.

Segments of an enterprise and related information

SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”, supersedes SFAS No. 14, “Financial Reporting for Segments of a Business Enterprise”. SFAS No. 131 establishes standards 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. SFAS No. 131 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 SFAS and does not believe it is applicable at this time.

Foreign currency translation

The Company’s functional and reporting currency is the U.S. dollar. The consolidated financial statements of the Company are translated to U.S. dollars in accordance with SFAS No. 52, “Foreign Currency Translation”. 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 consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.  Unrealized exchange gains and losses arising from such translations are deferred until realization and are included as a separate component of shareholders’ equity as a component of comprehensive income or loss. Upon realization, the amount deferred is recognized in income in the period when it is realized.

35

Rotoblock Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 April 2009

____________________________________________________________________________________________________________________________________________

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Stock-based compensation

Effective 1 January 2006, the Company adopted the provisions of SFAS No. 123(R), “Share-Based Payment,” which establishes accounting for equity instruments exchanged for employee services. Under the provisions of SFAS No. 123(R), 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). Before 1 January 2006, the Company accounted for stock-based compensation to employees in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and complied with the disclosure requirements of SFAS No. 123, “Accounting for Stock-Based Compensation.”  The Company adopted SFAS No. 123(R) 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, consolidated 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 SFAS No. 123(R) does not change the way the Company accounts for share-based payments to non-employees, with guidance provided by SFAS No. 123 (as originally issued) and Emerging Issues Task Force Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.”

Research and development

Research and development costs are expensed as incurred.

Patents

The Company accounts for patent costs in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets.” In accordance with that statement, intangible assets with estimatable 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 SFAS No. 144, “Accounting for the Impairment of Long-Lived Assets.” 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.

36

Rotoblock Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 April 2009

____________________________________________________________________________________________________________________________________________  

Recent accounting pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)”.  SFAS No. 167 is intended to establish general standards of financial reporting for companies with variable interest entities.  It requires timely and useful disclosure of information related to the Company’s involvement with variable interest entities.  This disclosure should alert all users to the effects on specific provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, related to the changes to the special-purpose entity proposal in FASB Statement No. 166, “Accounting for Transfers of Financial Assets”, and the treatment of specific provisions of Interpretation 46(R).  SFAS No. 167 is effective for financial statements issued for fiscal years and interim periods beginning after 15 November 2009.  The Company has determined that the adoption of SFAS No. 167 will have no impact will have on its consolidated financial statements.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets—an amendment of FASB Statement”.  SFAS No. 166 is intended to establish standards of financial reporting for the transfer of assets and transferred assets to improve the relevance, representational faithfulness, and comparability.  SFAS No. 166 was established to clarify derecognition of assets under FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.  SFAS No. 166 is effective for financial statements issued for fiscal years and interim periods beginning after 15 November 2009.  The Company has determined that the adoption of SFAS No. 166 will have no impact will have on its consolidated financial statements.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events”. SFAS No. 165 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–that is, whether that date represents the date the financial statements were issued or were available to be issued. 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.  SFAS No. 165 is effective for financial statements issued for fiscal years and interim periods ending after 15 June 2009. The Company is evaluating the impact that the adoption of SFAS No. 165 will have on its consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) for nongovernmental entities.  Prior to the issuance of SFAS No. 162, GAAP hierarchy was defined in the American Institute of Certified Public Accountants (“AICPA”) Statement on Auditing Standards No. 69, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles” (“SAS 69”).  SAS 69 has been criticized because it is directed to the auditor rather than the entity.  SFAS No. 162 addresses these issues by establishing that the GAAP hierarchy should be directed to entities because it is the entity, not its auditor, that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP.  SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles”.  The Company does not expect SFAS No. 162 to have a material effect on its consolidated financial statements.

37

Rotoblock Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 April 2009

____________________________________________________________________________________________________________________________________________ 

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In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – an amendment of Accounting Research Bulletin No. 51”.  SFAS No. 160 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 non-controlling interest, changes in a parent’s ownership interest, and the valuation of retained non-controlling equity investments when a subsidiary is deconsolidated.  SFAS No. 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners.  SFAS No. 160 is effective for fiscal years beginning after 15 December 2008.  The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 160 on its consolidated results of operation and financial condition.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”. SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired.  SFAS No. 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination.  SFAS No. 141(R) is effective for fiscal years beginning after 15 December 2008.  The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 141(R) on its consolidated results of operation and financial condition.

Changes in Accounting Policies

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – an interpretation of FASB Statement No. 60”.  SFAS No. 163 provides enhanced guidance on the recognition and measurement to be used to account for premium revenue and claim liabilities and related disclosures and is limited to financial guarantee insurance (and reinsurance) contracts, issued by enterprises included within the scope of FASB Statement No. 60, “Accounting and Reporting by Insurance Enterprises”.  SFAS No. 163 also requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation.  SFAS No. 163 is effective for financial statements issued for fiscal years and interim periods beginning after 15 December 2008, with early application not permitted.  The Company adopted SFAS No. 163 on 1 February 2009 and has determined that SFAS No. 163 did not have an impact on its consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133”, which amends and expands the disclosure requirements of SFAS No. 133 to provide an enhanced understanding of an entity’s use of derivative instruments, how they are accounted for under SFAS No. 133 and their effect on the entity’s financial position, financial performance and cash flows.  The provisions of SFAS No. 161 are effective for periods beginning after 15 November 2008.  The Company adopted SFAS No. 163 on 1 February 2009 has determined that SFAS No. 161 did not have an impact on its consolidated financial statements.

38

Rotoblock Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 April 2009

____________________________________________________________________________________________________________________________________________                                                                                                                                                                                                                                                                              
60;             

3.   Patents

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 30 April 2009, no engines have been sold.

	Balance at 30 April  2009	Balance at 30 April  2008
	$	$
Patent costs to date	108,745	108,745
Accumulated depreciation	-	-
	108,745	108,745

4.   Property, plant and equipment

		Accumulated  depreciation	Net book value
	Cost		30 April 2009	30 April 2008
	$	$	$	$
Equipment	2,940	538	2,402	-
Property	68,750	876	67,874	-
Land	181,250	-	181,250	-
	252,940	1,414	251,526	-

 During the year ended 30 April 2009, total additions to property, plant and equipment were $252,940 (30 April 2008 – $Nil).

On 24 November 2008, the Company entered into an Asset Purchase and Balance Sheet Enhancement 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 $1.25 per share (Notes 9, 10, 13 and 14).

39

Rotoblock Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 April 2009

____________________________________________________________________________________________________________________________________________  

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5.   Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.  Included in accounts payable and accrued liabilities is $11,705 accrued interest payable.

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

No significant activities related to these agreements occurred during the year ended 30 April 2009.

8.   Due to Related Party

As at 30 April 2009, the amount due to related party is $551 (30 April 2008 - $658) payable to a former director and stockholder of the Company.  This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

9.   Related Party Transactions

During the year ended 30 April 2009, officers and directors of the Company made contributions to capital for management fees of $100,000 (30 April 2008 - $100,000, cumulative - $300,000).  These amounts have been recorded as an increase in expenditures and an increase in additional paid-in capital (Note 13).

During the year ended 30 April 2009, the Company issued 174,200 shares with a fair value of $189,884 to related parties for consulting services.  Of this amount, $191,116 was expensed during the year ended 30 April 2009 and the remaining $75,616 was classified as prepaid expense which will be expensed as consulting services in subsequent periods. (Notes 10 and 13).

During the year ended 30 April 2009, the Company granted 16,000 warrants with a fair value of $147,446 to related parties which has been included in stock-based compensation expense (Notes 10 and 13).

On 24 November 2008, the Company entered into an Asset Purchase and Balance Sheet Enhancement 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 $1.25 per share (Note 4, 10, 13 and 14).

40

Rotoblock Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 April 2009

____________________________________________________________________________________________________________________________________________   

                                                                                                                          &# 160;                                                                                                                                                             

10.   Capital Stock

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.

i.   During the year ended 30 April 2007, the Company issued 2,286 restricted common shares at a price of $10.50 per share.  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.

ii.   During the year ended 30 April 2007, the Company issued 490 common shares at a price of $9.50 per share for consulting services.

iii.   During the year ended 30 April 2007, the Company issued 3,000 common shares at a price of $9.50 per share for marketing services.

iv.   During the year ended 30 April 2007, the Company issued 667 common shares for legal services valued at $5,000.  Of this amount, $868 was expensed during the year ended 30 April 2009 (30 April 2008 - $1,140; cumulative - $5,000).

v.   During the year ended 30 April 2007, the Company issued 1,156 common shares valued at $5,782 for consulting services.

vi.   During the year ended 30 April 2007, the Company issued 1,380 common shares valued at $6,210 for consulting services.

vii.   During the year ended 30 April 2007, the Company issued 1,500 common shares at a price of $5.00 per share for consulting 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.

viii.   During the year ended 30 April 2007, the Company issued 16,000 common shares at a price of $6.00 per share for 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.

ix.   During the year ended 30 April 2007, the Company issued 3,847 common shares valued at $15,389 for rent.

x.   During the year ended 30 April 2007, the Company issued 2,717 common shares valued at $10,868 for consulting services.

41

Rotoblock Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 April 2009

____________________________________________________________________________________________________________________________________________  

                                                                                                                          &# 160;                                                                                                                                                              

xi.   During the year ended 30 April 2007, the Company issued 1,875 common shares valued at $7,500 for 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.

xii.   During the year ended 30 April 2007, the Company issued 1,553 common shares valued at $4,658 for consulting services.

xiii.   During the year ended 30 April 2007, the Company issued 50,000 share purchase warrants to officer and directors of the Company with fair value of $219,824. Each share purchase warrant entitles the holder to purchase an additional common share at a price of $7.50 up to 7 December 2011.

xiv.   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.

 xv.   During the year ended 30 April 2008, the Company issued 4,000 common shares valued at $1.00 per share for consulting services.

xvi.   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.  Of this amount, $24,454 was expensed during the year ended 30 April 2009 (30 April 2008 - $25,546, cumulative - $50,000).

xvii.   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.

xviii.   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.

xix.   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.

xx.   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.  Of this amount, $643 was expensed during the year ended 30 April 2009 (30 April 2008 - $16,067, cumulative - $16,710).

xxi.   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.

xxii.   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. Of this amount, $108 was expensed during the year ended 30 April 2009 (30 April 2008 – $2,692, cumulative – $2,800).

42

Rotoblock Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 April 2009

____________________________________________________________________________________________________________________________________________

                                                                                                                          &# 160;                                                                                                                                                                

xxiii.   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 30 April 2009, 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.

xxiv.   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 30 April 2009, 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.

xxv.   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.

xxvi.   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.

xxvii.   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 30 April 2009, 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.

xxviii.   During the year ended 30 April 2009, the Company issued 1,000 common shares valued at $4,000 ($4.00 per common share) in consulting services.

xxix.   During the year ended 30 April 2009, the Company issued 6,400 common shares valued at $96,000 ($15.00 per common share) 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.

xxx.   During the year ended 30 April 2009, the Company issued 16,000 common shares valued at $64,000 ($4.00 per common share) 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 30 April 2009, 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).

43

Rotoblock Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 April 2009

____________________________________________________________________________________________________________________________________________ 

                                                                                                                          &# 160;                                                                                                                                                               

xxxi.   During the year ended 30 April 2009, the Company issued 1,333 common shares valued at $10,000 ($7.50 per common share) for legal services.

xxxii.   During the year ended 30 April 2009, the Company issued 1,000 common shares valued at $7,500 ($7.50 per common share) 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.

xxxiii.   During the year ended 30 April 2009, the Company issued 3,200 common shares valued at $24,000 ($7.50 per common share) in consulting expense to a related party (Note 9).

xxxiv.   During the year ended 30 April 2009, the Company issued 5,000 common shares valued at $27,500 ($5.50 per common share) 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)

xxxv.   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 30 April 2009, 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.

xxxvi.   During the year ended 30 April 2009, the Company issued 2,000 common shares valued at $10,000 ($5.00 per common share) in repayment for a convertible promissory note (Note 6).

xxxvii.   During the year ended 30 April 2009, the Company issued 2,000 common shares valued at $6,000 ($3.00 per common share) in consulting expense.  Of this amount, $3,271 was expensed during the period (30 April 2008 - $Nil, cumulative - $3,271), and the remaining $2,729 was classified as prepaid expense which will be expensed as consulting services in subsequent periods.

xxxviii.   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.

xxxix.   During the year ended 30 April 2009, the Company issued 5,000 common shares valued at $5,000 ($1.00 per common share) in legal services.

xl.   During the year ended 30 April 2009, the Company issued 150,000 common shares valued at $150,000 ($1.00 per common share) in retainer for consulting expenses to two related parties.  Of this amount, $74,384 was expensed during the year (30 April 2008 - $Nil, cumulative - $74,384), and the remaining $75,616 was classified as prepaid expense which will be expensed as consulting services in subsequent periods.  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.

44

Rotoblock Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 April 2009

____________________________________________________________________________________________________________________________________________

                                                                                                                          &# 160;                                                                                                                                                             

Share Purchase Warrants

The following share purchase warrants were outstanding at 30 April 2009:

	Exercise price	Number of warrants	Remaining contractual life (years)
	$
Warrants	12.50	59,200	1.71
Warrants	7.50	50,000	2.61
Warrants	12.50	7,600	3.35
Warrants	12.50	6,667	3.73
Warrants	7.50	20,000	3.92
Warrants	12.50	6,667	3.94
Warrants	7.50	16,000	4.03
Warrants	12.50	3,333	4.18
		169,467

    The following is a summary of warrant activities during the years ended 30 April 2008 and 30 April 2009:

	Number of warrants	Weighted average exercise price
		$
Outstanding and exercisable at 1 May 2007	239,244	22.50
Granted	40,933	10.00
Exercised	-	-
Expired	(130,043)	25.00
Outstanding and exercisable at 1 May 2008	150,134	16.93
Weighted average fair value of warrants granted during the year		2.79
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

45

Rotoblock Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 April 2009

____________________________________________________________________________________________________________________________________________  

The weighted average grant date fair value of warrants issued during the year ended 30 April 2009 amounted to $8.58 per warrant (30 April 2008 - $2.79 per warrant).  The fair value of each warrant granted was determined using the Black-Scholes option pricing model and the following assumptions:

	As at 30 April  2009	As at 30 April  2008
Risk free interest rate	3.02 % - 3.28%	2.65 % - 3.72%
Expected life	5.0 years	5.0 years
Annualized volatility	153% - 158%	119% - 150%
Expected dividends	-	-

 Restricted Common Shares

 During the year ended 30 April 2009, the Company issued 396,266 common shares (30 April 2008 – 115,111 common shares).  Of these, 381,733 common shares (30 April 2008 –

 77,600 common shares) were restricted from trading as defined under Rule 144 of the United States Securities Act of 1933.

 As at 30 April 2009, a total of 1,120,195 common shares are outstanding.  Of these, 591,646 were restricted from trading as defined under Rule 144 of the United States Securities

 Act of 1933.

11.   Income Taxes

The Company has losses carried forward for income tax purposes to 30 April 2009.  There are no current or deferred tax expenses for the period ended 30 April 2009 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 year ended  30 April  2009	For the year  ended  30 April 2008
	$	$
Deferred tax asset attributable to:
Current operations	251,507	195,871
Contributions to capital by related party – expenses	(35,000)	(34,000)
Non-deductible consulting fees	(69,267)	(10,824)
Stock-based compensation	(51,606)	(20,626)
Non-deductible meals and entertainment	(1,733)	(15,538)
Change in valuation allowance	(65,025)	(122,575)
Change in long-term Canadian tax rates	(4,683)	(5,610)
Foreign exchange	(24,193)	13,302
Net refundable amount	-	-

46

Rotoblock Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 April 2009

____________________________________________________________________________________________________________________________________________

                                                                                                                           0;                                                                                                                                                                
 The composition of the Company’s deferred tax asset as at 30 April 2009 and 30 April 2008 is as follows:

	As at 30 April  2009	As at 30 April 2008
	$	$
Net operating loss carry forward	2,244,976	2,045,154
Statutory federal income tax rate	35%	34%
Effective income tax rate	0%	0%
Deferred tax asset	785,742	695,352
Less: Valuation allowance	(785,742)	(695,352)
Net deferred tax asset	-	-

The potential income tax benefit of these losses has been offset by a full valuation allowance.

As at 30 April 2009, 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 2029.

As at 30 April 2009, the Company has unused net operating losses for U.S. federal income tax purposes of approximately $1,776,638 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 2029.

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 in a dispute with a former director for services previously rendered. In the opinion of management, this claim is without merit and the Company will be successful in its defense of this claim. A total of $72,000 (30 April 2008 - $Nil) related to this amount was accrued in the financial statements of the Company during the year ended 30 April 2009.

iii.   The Company was named in the lawsuit as a defendant versus a former consultant for the breach of contract. On 3 June 2008, the law suit was resolved with no financial damages for the Company.

 

47

Rotoblock Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 April 2009

____________________________________________________________________________________________________________________________________________

                                                                                                                          &# 160;                                                                                                                                                                

13.       Supplemental Disclosures with Respect to Cash Flows

	For the period from the date of inception on 2 September 2003 to 30 April 2009 (Unaudited)	For the year ended 30 April  2009	For the year ended 30 April  2008	For the year ended 30 April  2007
	$	$	$	$
Cash paid during the year for interest	11,362	-	-	-
Cash paid during the year for income taxes	-	-	-	-

During the year ended 30 April 2009, officers and directors of the Company made contributions to capital for management fees of $100,000 (30 April 2008 - $100,000; cumulative - $300,000) (Note 10).

During the year ended 30 April 2009, the Company issued 2,000 common shares valued at $5.00 per share for $10,000 in convertible promissory notes (Note 10).

The Company issued a total of 190,933 common shares of the Company for legal, consulting, public and investor relation services (Notes 9 and 10).

During the year ended 30 April 2009, the Company granted 16,000 warrants for a fair value of $147,446 to related parties that was included in stock-based compensation expense (Notes 9 and 10).

During the year ended 30 April 2009, the Company issued 200,000 common shares valued at $1.25 per share for a total value of $250,000 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).

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).

14.       Subsequent Events

At the annual meeting of stockholders held on 15 May 2009, the Company’s stockholders approved the implementation of a 1:50 reverse stock split of the Company’s common stock.  The record and effective date for the reverse stock split was 3 February 2009.  Immediately prior to the effective time of the reverse stock split, the Company had 56,009,776 shares of common stock outstanding.  Upon the effectiveness of the reverse stock split, the Company had 1,120,195 shares of common stock outstanding. The number of authorized shares of common stock was increased to 200,000,000 and the number of authorized shares of preferred stock was added and set at 50,000,000.  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.

48

Rotoblock Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 April 2009

____________________________________________________________________________________________________________________________________________ 

On 16 June 2009, the Company issued 19,885 shares valued between $0.61 and $0.75 per share for total cash proceeds of $14,000.  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.

On 1 July 2009, the Company entered into a one-year consulting agreement with an individual, whereby it was agreed that the Company issue a total of 500 shares valued at $3,750 ($7.50 per common share) for these services.

On 13 July 2009, the Company approved a convertible promissory note with a non-related party value at $150,000 at the interest rate of 6% per annum.

On 13 July 2009, the Company entered into one-year consulting agreements with five individuals, whereby it was agreed that the Company issue a total of 2,300 shares valued at $17,250 ($7.50 per common share) for these services.

On 17 July 2009, the Company entered into one-year consulting agreements with two individuals, whereby it was agreed that the Company issue a total of 1,000 shares valued at $7,500 ($7.50 per common share) for these services.

On 21 July 2009, the Company entered into a one-year consulting agreement with an individual, whereby it was agreed that the Company issue a total of 500 shares valued at $3,750 ($7.50 per common share) for this service.

Subsequent to the year ended 30 April 2009, the Company rescinds Asset Purchase and Balance Sheet Enhancement Agreement with a related party to acquire an undivided 25% tenancy-in-common interest in a property located in Merced, California with the return of 200,000 shares of the Company (Notes 4 and 9).

49