Unaudited Pro Forma Combined Financial Information
of Ecoland International Inc. (Nevada) and D&R Technologies Inc. (Canada)
for the Year Ended December 31, 2011
Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2011 | | | J-1 | |
Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2011 | | | J-2 | |
Notes to Pro Forma Financial Information | | | J-3 | |
Ecoland International Inc.
Pro-Forma Consolidated Balance SheetDecember 31, 2011(unaudited)
| | | | | | Pro-Forma Consolidated Balance Sheet | | | | | | | |
| | | | | | December 31, 2011 | | | | | | | |
| | | | | | (unaudited) | | | | | | | |
| | | | | | | | | | | | | |
| | | Ecoland | | | D&R | | | | | | | |
| | | International Inc. | | | Technologies, Inc. | | | Pro-Forma | | | Pro-Forma | |
| | | (Nevada Corp.) | | | (Canada Corp) | | | Adjustments | | | Consolidated | |
ASSETS | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | |
Cash | | | $ | 2,849 | | | $ | 969,502 | | | $ | - | | | $ | 972,351 | |
Accounts receivable | | | 12 | | | | 367,136 | | | | - | | | | 367,148 | |
Inventory | | | | 194 | | | | 798,066 | | | | - | | | | 798,260 | |
Due from related party | | | 6,254 | | | | - | | | | ( 6,254 | ) | | | - | |
Taxes recoverable | | | - | | | | 39,063 | | | | - | | | | 39,063 | |
Prepaid expense | | | - | | | | 2,870 | | | | - | | | | 2,870 | |
| | | | | | | | | | | | | | | | | |
Security deposits | | | - | | | | 14,450 | | | | - | | | | 14,450 | |
Fixed assets, net of depreciation | | | - | | | | 147,380 | | | | - | | | | 147,380 | |
| | | | | | | | | | | | | | | | | |
Total assets | | $ | 9,309 | | | $ | 2,338,467 | | | $ | (6,254 | ) | | $ | 2,341,522 | |
| | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 29,610 | | | $ | 254,799 | | | $ | - | | | $ | 284,409 | |
Due to related party | | | - | | | | 6,254 | | | | (6,254 | ) | | | - | |
Notes payable | | | 251,661 | | | | - | | | | - | | | | 251,661 | |
Notes payable - related | | | 361,740 | | | | - | | | | (361,740 | ) | | | - | |
Deferred revenue | | | - | | | | 1,277,005 | | | | - | | | | 1,277,005 | |
Warranty provision | | | - | | | | 49,165 | | | | - | | | | 49,165 | |
Total liabilities | | | 643,011 | | | | 1,587,223 | | | | (367,994 | ) | | | 1,862,240 | |
| | | | | | | | | | | | | | | | | |
Stockholders' equity: | | | | | | | | | | | | | | | | |
Common stock | | | 88,650 | | | | - | | | | - | | | | 88,650 | |
Additional paid in capital | | | 316,849 | | | | - | | | | (316,849 | ) | | | - | |
Accumulated other comprehensive income | | | 17,160 | | | | 81,677 | | | | (17,160 | ) | | | 81,677 | |
Retained earnings (deficit) | | | (1,056,361 | ) | | | 669,567 | | | | 695,749 | | | | 308,955 | |
Total stockholders' equity (deficit) | | | (633,702 | ) | | | 751,244 | | | | 361,740 | | | | 479,282 | |
| | | | | | | | | | | | | | | | | |
Total liabilities and stockholders' equity | | $ | 9,309 | | | $ | 2,338,467 | | | $ | 6,254 | | | $ | 2,341,522 | |
| | | | | Ecoland International Inc. | | | | | | | |
| | | | | Pro-Forma Consolidated Statement of Operations | | | | | | | |
| | | | | For the Year Ended December 31, 2011 | | | | | | | |
| | | | | (unaudited) | | | | | | | |
| | | | | | | | | | | | |
| | Ecoland | | | D&R | | | | | | | |
| | International Inc. | | | Technologies, Inc. | | | Pro-Forma | | | Pro-Forma | |
| | (Nevada Corp.) | | | (Canada Corp) | | | Adjustments | | | Consolidated | |
| | | | | | | | | | | | |
Revenue | | $ | 4,115 | | | $ | 3,620,878 | | | $ | (4,115 | ) | | $ | 3,620,878 | |
Cost of Sales | | | 2,495 | | | | 2,350,570 | | | | (2,495 | ) | | | 2,350,570 | |
Gross Profit | | | 1,620 | | | | 1,270,308 | | | | (1,620 | ) | | | 1,270,308 | |
| | | | | | | | | | | | | | | | |
General and administrative | | | 116,166 | | | | 687,290 | | | | (116,166 | ) | | | 687,290 | |
Professional fees | | | 18,754 | | | | 39,310 | | | | (18,754 | ) | | | 39,310 | |
| | | | | | | | | | | | | | | | |
Net income (loss) from operations | | | (133,299 | ) | | | 543,708 | | | | 133,299 | | | | 543,708 | |
| | | | | | | | | | | | | | | | |
Other (income) expense: | | | | | | | | | | | | | | | | |
Interest | | | 46,634 | | | | - | | | | (46,634 | ) | | | - | |
Forgiveness of debt | | | (359,477 | ) | | | - | | | | 359,477 | | | | - | |
| | | (312,843 | ) | | | - | | | | 312,843 | | | | - | |
| | | | | | | | | | | | | | | | |
Net income before income taxes | | | 179,544 | | | | 543,708 | | | | (179,544 | ) | | | 543,708 | |
| | | | | | | | | | | | | | | | |
Income tax expense | | | - | | | | (78,742 | ) | | | - | | | | (78,742 | ) |
| | | | | | | | | | | | | | | | |
Net income | | $ | 179,544 | | | $ | 464,966 | | | $ | (179,544 | ) | | $ | 464,966 | |
| | | | | | | | | | | | | | | | |
ECOLAND INTERNATIONAL INC. (NEVADA) AND D&R TECHNOLOGIES INC. (CANADA)
NOTES TO PRO-FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2011
1. BASIS OF PRESENTATION FOR PRO-FORMA FINANCIAL STATEMENTS
On February 1, 2012, Ecoland International Inc. (“Ecoland” or the “Company”), a Nevada corporation, issued 59,000,000 common shares to acquire 100% of the common shares of D&R Technologies Inc. (“D&R”), a Canadian Corporation. Additionally, a former officer and director of Ecoland agreed to waive a note payable in the amount of $359,477 and cancel 59,000,000 shares of common stock.
Upon closing of the share exchange with Ecoland, there will be a change in control and a change in the business of the Company. The acquisition will be treated as a reverse merger and will be recorded as a recapitalization.
The unaudited pro-forma condensed consolidated financial statements have been developed from the unaudited records of Ecoland of and for the year ended December 31, 2011 and the audited financial statements of D&R as of and for the year ended December 31, 2011.
The unaudited pro-forma condensed consolidated balance sheet as of December 31, 2011 is based upon the historical financial statements of Ecoland and D&R. The unaudited pro-forma condensed consolidated balance sheet is presented as if the merger had occurred on December 31, 2011.
The unaudited pro-forma condensed consolidated statement of operations for the year ended December 31, 2011 is based upon the historical financial statements of Ecoland and D&R, after giving effect to the reverse merger acquisition. The unaudited pro-forma condensed consolidated statement of operations is presented as if the acquisition had occurred at the beginning of the period.
2. PRO-FORMA ADJUSTMENTS
The pro-forma adjustments included in the unaudited condensed consolidated financial statements are as follows:
1. | The net effect of the elimination of all related party balances between Ecoland and D&R. |
2. | Recapitalization due to the reverse merger of Ecoland and D&R. |
3. STOCKHOLDERS’ EQUITY
Ecoland is authorized to issue 100 shares of its $0.001 par value Series A preferred stock, 1,000,000 shares of its $0.001 par value Series B preferred stock and 500,000,000 shares of its $0.001 par value common stock.
On February 1, 2012, Ecoland issued 59,000,000 shares of its $0.001 par value common stock in exchange for 100% of D&R’s common shares and cancelled 59,000,0000 common shares.
Upon closing of the acquisition, the Company had 88,650,000 shares of common stock issued and outstanding. The pro-forma condensed consolidated balance sheet as of December 31, 2011 is presented as if the reverse merger acquisition had occurred on December 31, 2011.