FusionTech (ZPNP) 8-K Entry into a Material Definitive Agreement

Exhibit 99.4

FusionTech, Inc.

and Dalian Heavy Mining Equipment Manufacturing Co., Ltd.

 Pro Forma Combined Financial Statements

(unaudited)

Contents

	Page
Pro Forma Combined Financial Statements:
Pro Forma Combined Balance Sheets
as of October 31, 2010 (unaudited)	F-1
Pro Forma Combined Statements of Operations
for the nine months October 31, 2010 (unaudited)	F-2
Pro Forma Combined Statements of Operations
for the year ended January 31, 2010 (unaudited)	F-3
Notes to Pro Forma Combined Financial Statements (unaudited)	F-4

FusionTech, Inc.

and Dalian Heavy Mining Equipment Co., Ltd.

 Pro Forma Combined Balance Sheets

October 31, 2010

(unaudited)

				Dalian Heavy
				Mining Equipment		Pro forma				Pro forma
	FusionTech, Inc. (1)			Manufacturing Co., Ltd (2)		Adjustments				Combined
	(historical)			(historical)
ASSETS
CURRENT ASSETS
Cash & cash equivalents	$	-		$	1,001,213	$	(80,000	)	b	$	921,213
Restricted cash		-			56,542		-				56,542
Accounts receivable, net of allowance for doubtful		-			2,969,880		-				2,969,880
Inventory, net		-			3,424,052		-				3,424,052
Other receivables		-			718,845		-				718,845
Due from related party					50,289		-				50,289
Advances to suppliers					485,600		-				485,600
Notes receivable					386,226		-				386,226
Prepaid expenses					29,513		-				29,513
TOTAL CURRENT ASSETS		-			9,122,160		(80,000	)			9,042,160
Property and equipment, net		-			396,483		-				396,483
Retention receivable-non current		-			568,164		-				568,164
Long-term deposit		-			598,351		-				598,351
Other assets		-			23,204		-				23,204
TOTAL ASSETS	$	-		$	10,708,362	$	(80,000	)		$	10,628,362
CURRENT LIABILITIES
Other payables	$	9,649		$	3,223,694	$	-			$	3,233,343
Unearned revenue		-			784,571		-				784,571
Advances from shareholder		-			2,684,647		-				2,684,647
Short-term loan		-			1,497,000		-				1,497,000
TOTAL CURRENT LIABILITIES		9,649			8,189,912		-				8,199,561
STOCKHOLDERS' EQUITY											-
Common Stock		10,550			-		73,850		a		29,390
							(80,000	)	b
							24,990		c
Additional paid in capital		17,413			1,371,916		(73,850	)	a		1,252,877
							(24,990	)	c
							(37,612	)	d
Accumulated other comprehensive income		-			128,304		-				128,304
Statutory reserve		-			173,238		-				173,238
Retained Earnings (accumulated deficit)		(37,612	)		844,992		37,612		d		844,992
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(9,649	)		2,518,450		(80,000	)			2,428,801
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	-		$	10,708,362	$	(80,000	)		$	10,628,362

(1)  Source: unaudited financial statements of FusionTech, Inc. as of October 31, 2010 included in Form 10Q

(2)  Source:  unaudited financial statements of Dalian Heavy Mining Equipment Manufacturing Co., Ltd. as of September 30, 2010 included elsewhere in this Form 8K.

See accompanying notes to pro forma combined financial statements

F-1

FusionTech, Inc.

and Dalian Heavy Mining Equipment Co., Ltd.

Pro Forma Combined Statements of Operations

For the Period Ended October 31, 2010

(unaudited)

				Dalian Heavy
				Mining Equipment			Pro forma		Pro forma
	FusionTech, Inc. (1)			Manufacturing Co., Ltd (2)			Adjustments		Combined
	(historical)			(historical)
Net Revenue	$	-		$	9,877,237		$	-	$	9,877,237
Cost of Revenue		-			7,724,279			-		7,724,279
Gross Profit		-			2,152,958			-		2,152,958
Operating expenses:
Selling expenses		-			174,661			-		174,661
General and administrative expenses		(655	)		673,279			-		672,624
Total operating expenses		(655	)		847,940			-		847,285
Income from operations		655			1,305,018			-		1,305,673
Non-operating income (expense):
Other income (expense), net		-			93,627			-		93,627
Interest income		-			3,096			-		3,096
Interest expense		-			(95,992	)		-		(95,992	)
Total non-operating (expense) income		-			731			-		731
Income before provision for income taxes		655			1,305,749			-		1,306,404
Income tax		-			326,437			-		326,437
Net income	$	655		$	979,312			-		979,967
Earnings per common share	$	0.00							$	0.03
Weighted average shares outstanding		10,550,000								29,390,000

(1)  Source: unaudited financial statements of FusionTech, Inc. included in Form 10Q for the nine months ended October 31, 2010.

(2)  Source:  unaudited financial statements of Dalian Heavy Mining Equipment Manufacturing Co., Ltd for the nine months ended September 30, 2010 included elsewhere in this Form 8K.

See accompanying notes to pro forma combined financial statements

F-2

FusionTech, Inc.

and Dalian Heavy Mining Equipment Co., Ltd.

Pro Forma Combined Statements of Operations

For the Period Ended January 31, 2010

				Dalian Heavy
				Mining Equipment			Pro forma		Pro forma
	FusionTech, Inc. (1)			Manufacturing Co., Ltd (2)			Adjustments		Combined
	(historical)			(historical)
Net Revenue	$	-		$	9,947,893		$	-	$	9,947,893
Cost of Revenue		-			7,817,162			-		7,817,162
Gross Profit		-			2,130,731			-		2,130,731
Operating expenses:
Selling expenses		-			382,671			-		382,671
General and administrative expenses		14,940			732,735			-		747,675
Total operating expenses		14,940			1,115,406			-		1,130,346
Income (loss) from operations		(14,940	)		1,015,325			-		1,000,385
Non-operating income (expense):				��
Other income (expense), net		-			83,086			-		83,086
Interest income		-			6,746			-		6,746
Interest expense		-			(31,223	)		-		(31,223	)
Total non-operating (expense) income		-			58,609			-		58,609
Income (loss) before provision for income taxes		(14,940	)		1,073,934			-		1,058,994
Income tax		-			204,632			-		204,632
Net income (loss)	$	(14,940	)	$	869,302			-		854,362
Earnings (loss) per common share	$	(0.00	)						$	0.03
Weighted average shares outstanding		10,550,000								29,390,000

(1)  Source: audited financial statements of FusionTech, Inc. for the year ended January 31, 2010 included in Form 10K.

(2)  Source:  audited financial statements of Dalian Heavy Mining Equipment Manufacturing Co., Ltd. for the year ended December 31, 2009 included elsewhere in this Form 8K.

See accompanying notes to pro forma combined financial statements

F-3

FusionTech, Inc.

and Dalian Heavy Mining Equipment Co., Ltd.

Notes to Pro form Combined Financial Statements

NOTE 1 - BASIS OF PRESENTATION

The accompanying pro forma combined balance sheets presents the accounts of FusionTech, Inc. and Dalian Heavy Mining Equipment Manufacturing Co., Ltd. as if the acquisition of Dalian by FusionTech occurred on October 31, 2010.  The accompanying pro forma combined statements of operations presents the accounts of FusionTech and Dalian for the year ended January 31, 2010, and for the nine months ended October 31, 2010 as if the acquisition occurred on January 1, 2009.  For accounting purposes, the transaction is being accounted for as a recapitalization of Dalian.

The following adjustments would be required if the acquisition occurred as indicated above:

a. To record the eight for 1 (8 for 1) forward stock split for FusionTech;

b. To record the purchase of 80,000,000 shares from a FusionTech shareholder for $80,000;

c. To record the issuance of an aggregate of 24,990,000 common shares of FusionTech common stock for the purchase of Dalian;

d. To eliminate pre-acquisition accumulated deficit of FusionTech.

F-4