EXHIBIT 99.1
Rotoblock Corporation
(A Development Stage Company)
PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
Unaudited - Prepared by Management
Rotoblock Corporation (A Development Stage Company) | |
| Pro Forma Condensed Consolidated Balance Sheets | |
| As at October 31, 2011 | |
| Expressed in U.S. Dollars | |
| Unaudited - Prepared by Management | |
| ASSETS | Rotoblock Corporation | Daifu Waste Management Holdings, Ltd. | Pro Forma Adjustments and Eliminating Entries (Note 2) | Pro Forma Condensed Consolidated Rotoblock Corporation |
| Current | $ | | $ | | $ | | $ | |
| Cash and cash equivalents | | 86,184 | | 211,432 | | - | | 297,616 |
| Amounts receivable | | 224 | | 410,813 | | - | | 411,037 |
| Other receivable | | - | | 479,180 | | - | | 479,180 |
| Prepaid expenses | | 40,417 | | - | | - | | 40,417 |
| Inventory | | - | | 762,496 | | - | | 762,496 |
| | | 126,825 | | 1,863,921 | | - | | 1,990,746 |
| | | | | | | | | |
| Property, plant and equipment | | 102,049 | | 26,615 | | - | | 128,664 |
| Goodwill | | | | | b | 3,447,542 | | 3,447,542 |
| Investments | | 1,033,050 | | 293,590 | | - | | 1,326,640 |
| | $ | 1,261,924 | $ | 2,184,126 | $ | 3,447,542 | | 6,893,592 |
| | | | | | | | | |
| | | | | | | | | |
| LIABILITIES | | | | | | | | |
| Current | | | | | | | | |
| Accounts payable and accrued liabilities | $ | 58,262 | $ | 2,406,731 | $ | - | | 2,464,993 |
| Convertible promissory note | | 2,206,137 | | - | | - | | 2,206,137 |
| | | 2,264,399 | | 2,406,731 | | - | | 4,671,130 |
| | | | | | | | | |
| SHAREHOLDERS' DEFICIENCY | | | | | | | | |
| Capital stock | | 5,703 | | 1,063,564 | a | (5,703) | | |
| | | | | | c | (984,055) | | 79,509 |
| | | | | | | | | |
| Additional paid in capital | | 5,965,378 | | 7,849,039 | a | (8,369,367) | | |
| | | | | | c | 984,055 | | |
| | | | | | b | 3,447,542 | | 9,876,647 |
| | | | | | | | | |
| Warrants | | 1,401,514 | | - | | - | | 1,401,514 |
| Capital reserve | | - | | (3,991,125) | | | | (3,991,125) |
| Accumulated other comprehensive income | | 28,798 | | 68,796 | | (28,798) | | 68,796 |
| Deficit | | (8,403,868) | | (5,212,879) | | 8,403,868 | | (5,212,879) |
| | | (1,002,475) | | (222,605) | | 3,447,542 | | 2,222,462 |
| | $ | 1,261,924 | $ | 2,184,126 | $ | 3,447,542 | $ | 6,893,592 |
- See Accompanying Notes -
Rotoblock Corporation (A Development Stage Company) | | | | | | | | |
| Pro Forma Condensed Consolidated Statements of Operations |
| For the Year Ended April 30, 2011 | | | | | | |
| Expressed in U.S. Dollars | | | | | | | | |
| Unaudited - Prepared by Management | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | Rotoblock Corporation | Daifu Waste Management Holdings, Ltd. | Pro Forma Adjustments and Eliminating Entries (Note 2) | Pro Forma Condensed Consolidated Rotoblock Corporation |
| Revenue | | | | | | | | |
| Sales | $ | - | $ | 3,184,332 | $ | - | $ | 3,184,332 |
| Cost of sales | | - | | (2,127,075) | | - | | (2,127,075) |
| | | - | | 1,057,257 | | - | | 1,057,257 |
| | | | | | | | | |
| Operating expenses | | | | | | | | |
| Selling and distribution expenses | $ | - | $ | (471,983) | $ | - | $ | (471,983) |
| Administrative and other operating costs | | (927,301) | | (1,413,572) | | - | | (2,340,873) |
| Depreciation and amortization | | (24,442) | | (11,663) | | - | | (36,105) |
| Loss from operations | | (951,743) | | (839,961) | | | | (1,791,704) |
| | | | | | | | | |
| Other income | $ | 5,520 | $ | 1,729,391 | $ | - | $ | 1,734,911 |
| Financial income and (expense) | | - | | (2,811) | | - | | (2,811) |
| Interest income | | - | | 1,605 | | - | | 1,605 |
| Loss before taxes | | (946,223) | | 888,224 | | - | | (57,999) |
| | | | | | | | | |
| Income tax | $ | - | $ | - | $ | - | $ | - |
| Net income (loss) after taxes | | (946,223) | | 888,224 | | - | | (57,999) |
| | | | | | | | | |
| Non-controlling interests | $ | - | $ | 182 | $ | - | $ | 182 |
| | | | | | | | | |
| Loss for the year | $ | (946,223) | $ | 888,406 | $ | - | $ | (57,817) |
| | | | | | | | | |
| Other comprehensive income | $ | (344,040) | $ | 13,838 | $ | - | $ | (330,202) |
| | | | | | | | | |
| Total comprehensive income | $ | (1,290,263) | $ | 902,244 | $ | - | $ | (388,019) |
| | | | | | | | | |
| Loss per share – basic and diluted | | | | | | | $ | (0.005) |
| | | | | | | | | |
| Weighted average shares outstanding | | | | | | | | 78,979,727 |
-See Accompanying Notes -
Rotoblock Corporation (A Development Stage Company) | | | | | | | | |
| Pro Forma Condensed Consolidated Statements of Operations |
| For the Six Months Ended October 31, 2011 | | | | | | |
| Expressed in U.S. Dollars | | | | | | | | |
| Unaudited - Prepared by Management | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | Rotoblock Corporation | Daifu Waste Management Holdings, Ltd. | Pro Forma Adjustments and Eliminating Entries (Note 2) | Pro Forma Condensed Consolidated Rotoblock Corporation |
| Revenue | | | | | | | | |
| Sales | $ | - | $ | 844,054 | $ | - | $ | 844,054 |
| Cost of sales | | - | | (654,854) | | - | | (654,854) |
| | | - | | 189,200 | | - | | 189,200 |
| | | | | | | | | |
| Operating expenses | | | | | | | | |
| Selling and distribution expenses | $ | - | $ | (241,991) | $ | - | $ | (241,991) |
| Administrative and other operating costs | | (306,108) | | (523,801) | | - | | (829,909) |
| Depreciation and amortization | | (6,801) | | (6,012) | | - | | (12,813) |
| Loss from operations | | (312,909) | | (582,604) | | - | | (895,513) |
| | | | | | | | | |
| Other income | $ | - | $ | 35,469 | $ | - | $ | 35,469 |
| Financial income and (expense) | | - | | (1,667) | | - | | (1,667) |
| Interest income | | - | | 693 | | - | | 693 |
| Loss before taxes | | (312,909) | | (548,109) | | - | | (861,018) |
| | | | | | | | | |
| Income tax | $ | - | $ | - | $ | - | $ | - |
| Net loss after taxes | | (312,909) | | (548,109) | | - | | (861,018) |
| | | | | | | | | |
| Non-controlling interests | $ | - | $ | 4 | $ | - | $ | 4 |
| | | | | | | | | |
| Loss for the year | $ | (312,909) | $ | (548,105) | $ | - | $ | (861,014) |
| | | | | | | | | |
| Other comprehensive income | $ | 145,154 | $ | 18,970 | $ | - | $ | 164,124 |
| | | | | | | | | |
| Total comprehensive income | $ | (167,755) | $ | (529,135) | $ | - | $ | (696,890) |
| | | | | | | | | |
| Loss per share – basic and diluted | | | | | | | $ | (0.009) |
| | | | | | | | | |
| Weighted average shares outstanding | | | | | | | | 79,511,836 |
- See Accompanying Notes -
Rotoblock Corporation
(A Development Stage Company)
Notes to Pro Forma Condensed Consolidated Financial Statements
Expressed in U.S. Dollars
Unaudited – Prepared by Management
Note 1. Proposed Arrangement and Basis of Presentation
On November 18, 2011, Rotoblock Corporation (“Rotoblock” or “the Company”), a Nevada corporation, completed its acquisition of Daifu Waste Management Holdings Ltd, (“Daifu”), a Cayman Islands company (“Acquisition”) via Share Exchange Agreement (“Agreement”). Pursuant to the Agreement, the Daifu shareholders transferred all of the Daifu ordinary shares outstanding to Rotoblock in exchange for issuance of 73,801,525 common shares of Rotoblock, par value $0.001 per share, to the Daifu shareholders. As at the date of the transaction, Daifu had 106,356,423 ordinary shares outstanding.
All outstanding warrants of Rotoblock to purchase in aggregate 9,281,160 shares of Rotoblock were left intact and remain outstanding after the share exchange. The Company has also entered into a promissory note agreement with a third party for a principal amount of $2,000,000. Including interest of $206,137, the promissory note is convertible into 2,005,579 common shares of Rotoblock. As a result of the Agreement, Daifu became Rotoblock’s wholly owned subsidiary and Daifu shareholders acquired approximately 81.28% of the Company’s issued and outstanding common stock and common stock equivalents.
The accompanying unaudited pro forma Condensed Consolidated financial statements have been compiled for purposes of inclusion in the Form 8K filing relating to the Acquisition.
The unaudited pro forma Condensed Consolidated financial statements should be read in conjunction with the historical financial statements of each entity. These unaudited pro forma Condensed Consolidated financial statements include:
a) The unaudited Condensed Consolidated balance sheet as at October 31, 2011 combining:
i. The unaudited consolidated balance sheet of Rotoblock as at October 31, 2011; and
ii. The unaudited consolidated balance sheet of Daifu at September 30, 2011 as it is within the regulatory time period allowed of 93 days of Rotoblock’s period end;
b) An unaudited pro forma Condensed Consolidated statement of operations for the year ended April 30, 2011 combining:
i. The audited consolidated statement of operations of Rotoblock for the year ended April 30, 2011; and
ii. The unaudited consolidated statement of income and comprehensive income of Daifu for the 12 months ended March 31, 2011 as it is within the regulatory time period allowed of 93 days of Rotoblock’s period end, combining:
i. The audited consolidated statement of income and comprehensive income of Daifu for the year ended December 31, 2010 adjusted to remove the 3 month period from January 1, 2010 to March 31, 2010; and
ii. The unaudited consolidated statement of income and comprehensive income of Daifu for the 3 months ended March 31, 2011;
Rotoblock Corporation
(A Development Stage Company)
Notes to Pro Forma Condensed Consolidated Financial Statements
Expressed in U.S. Dollars
Unaudited – Prepared by Management
c) An unaudited pro forma Condensed Consolidated statement of operations for the 6 months ended October 31, 2011 combining:
i. The unaudited consolidated statement of operations of Rotoblock for the 6 months ended October 31, 2011; and
ii. The unaudited consolidated statement of operations and comprehensive income of Daifu for the 6 months ended September 30, 2011, as it is within the regulatory time period allowed of 93 days of Rotoblock’s period end.
Because the former owners of Daifu obtained control of Rotoblock, the transaction is considered a purchase of Rotoblock’s operations by Daifu.
Note 2. Pro Forma Adjustments
The unaudited pro forma Condensed Consolidated balance sheet as at October 31, 2011 has been prepared assuming that the Acquisition occurred on October 31, 2011.
The unaudited pro forma Condensed Consolidated statement of operations for the year ended April 30, 2011 has been prepared assuming that the Acquisition occurred on May 1, 2010.
The unaudited pro forma Condensed Consolidated statement of operations for the six months ended October 31, 2011 has been prepared assuming that the Acquisition occurred on May 1, 2011.
The unaudited pro forma Condensed Consolidated financial statements give effect to the Acquisition of Rotoblock and the related elimination of the equity and deficit of Rotoblock as follows:
a. Eliminate Rotoblock’s deficit and other equity balances before Acquisition.
b. Record goodwill on acquisition of Rotoblock’s net assets.
c. Reclass to reflect equity structure of Rotoblock post Acquisition.
The unaudited pro forma Condensed Consolidated financial statements are not necessarily indicative of the results of operations or related effects on financial position that would have been attained had the Acquisition occurred on the above dates.
