EXHIBIT 99.2
ECO ENERGY PUMPS, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
ECO ENERGY PUMPS, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Basis of Presentation
The unaudited pro forma consolidated financial statements of Eco Energy Pumps, Inc. (“Eco”) in the opinion of management include all material adjustments directly attributable to the share exchange contemplated by a share exchange agreement with DLT International Limited (“DLT”) in which DLT stockholders exchanged all of the outstanding shares of DLT for a total of 32,400,003 newly issued shares of Eco’s common stock. As a result of the share exchange, Eco acquired DLT as a wholly-owned subsidiary.
In the unaudited proforma financial statements presented here, DLT is deemed to be the acquirer (accounting acquirer) and Eco is deemed to be the acquiree or target company (accounting acquiree). Therefore the legal and accounting treatments diverged, with the legal acquiree being the acquirer for financial reporting purposes. The historical financial statements prior to the acquisition are restated to be those of the accounting acquirer. Historical stockholders' equity of the accounting acquirer prior to the merger is retroactively restated (a recapitalization) for the equivalent number of shares received in the merger after giving effect to any difference in par value of the acquiree's and acquirer's stock with an offset to paid-in capital. Retained earnings (deficiency) of the accounting acqu irer are carried forward after the acquisition. Operations prior to the reverse acquisition are those of the accounting acquirer. Earnings per share for periods prior to the reverse acquisition are restated to reflect the number of equivalent shares received by the acquiring company's shareholders.
The statements of operations were prepared as if the above mentioned reverse merger was consummated on August 1, 2008 and the balance sheet was prepared as if it was consummated on July 31, 2010. These pro forma consolidated financial statements have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which actually would have resulted had the transaction occurred on the dates indicated and are not necessarily indicative of the results that may be expected in the future.
ECO ENERGY PUMPS, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JULY 31, 2010
| | Eco Energy Pumps, Inc. | | | DLT International Limited | | | Pro forma Adjustment | | | Pro forma Total | |
Current assets | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 49 | | | $ | 93,764 | | | $ | | | | $ | 93,813 | |
Trade receivables | | | - | | | | 1,266,522 | | | | | | | | 1,266,522 | |
Receivable from a related company | | | - | | | | 55,397 | | | | | | | | 55,397 | |
Other receivables | | | - | | | | 57,869 | | | | | | | | 57,869 | |
Prepaid expenses | | | - | | | | 229,520 | | | | | | | | 229,520 | |
Inventories | | | - | | | | 60,864 | | | | | | | | 60,864 | |
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Total current assets | | | 49 | | | | 1,763,936 | | | | | | | | 1,763,985 | |
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Property, plant and equipment, net | | | - | | | | 1,412,208 | | | | | | | | 1,412,208 | |
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Total assets | | | 49 | | | | 3,176,144 | | | | | | | | 3,176,193 | |
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Current liabilities | | | | | | | | | | | | | | | | |
Trade payables | | | - | | | | 537,470 | | | | | | | | 537,470 | |
Advances from customers | | | - | | | | 58,015 | | | | | | | | 58,015 | |
Sale commission payable | | | - | | | | 241,283 | | | | | | | | 241,283 | |
Payables to related parties | | | 8,995 | | | | 13,872 | | | | | | | | 22,867 | |
Payables to key management | | | - | | | | 33,781 | | | | | | | | 33,781 | |
Payable to the ultimate shareholder | | | - | | | | 183,591 | | | | | | | | 183,591 | |
Accounts payable and accrued liabilities | | | 13,291 | | | | 24,994 | | | | | | | | 38,285 | |
VAT payable | | | - | | | | 312,424 | | | | | | | | 312,424 | |
Income taxes payable | | | - | | | | 77,247 | | | | | | | | 77,247 | |
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Total current liabilities | | | 22,286 | | | | 1,482,677 | | | | | | | | 1,504,963 | |
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Total liabilities | | $ | 22,286 | | | $ | 1,482,677 | | | $ | | | | $ | 1,504,963 | |
ECO ENERGY PUMPS, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JULY 31, 2010
| | Eco Energy Pumps, Inc. | | | DLT International Limited | | | Pro forma Adjustment | | | Pro forma Total | |
Shareholders' Equity | | | | | | | | | | | | |
Common Stock, $0.001 par value, | | | | | | | | | | | | |
75,000,000 shares authorized, | | | | | | | | | | | | |
36,000,000 shares issued and | | | | | | | | | | | | |
outstanding | | $ | 9,552 | | | $ | 50,000 | | | $ | (23,552 | ) | | $ | 36,000 | |
| | | | | | | | | | | | | | | | |
Additional paid-in capital | | | 4,798 | | | | 1,408,213 | | | | 23,552 | | | | 1,436,563 | |
Retained earnings/(accumulated | | | | | | | | | | | | | | | | |
deficits) | | | (36,587 | ) | | | 230,883 | | | | | | | | 194,296 | |
Accumulated other | | | | | | | | | | | | | | | | |
comprehensive income | | | - | | | | 4,371 | | | | | | | | 4,371 | |
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Total shareholders’ equity/(deficits) | | | (22,237 | ) | | | 1,693,467 | | | | | | | | 1,671,230 | |
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Total liabilities and shareholders’ | | | | | | | | | | | | | | | | |
equity | | $ | 49 | | | $ | 3,176,144 | | | $ | | | | $ | 3,176,193 | |
ECO ENERGY PUMPS, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED JULY 31, 2010
| | Eco Energy Pumps, Inc. | | | DLT International Limited | | | Pro forma Adjustment | | | Pro forma Total | |
Net sales | | $ | - | | | $ | 1,831,512 | | | $ | | | | $ | 1,831,512 | |
Cost of net revenues | | | - | | | | (903,742 | ) | | | | | | | (903,742 | ) |
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Gross profit | | | - | | | | 927,770 | | | | | | | | 927,770 | |
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Operating expenses | | | | | | | | | | | | | | | | |
Selling and distribution | | | - | | | | (412,425 | ) | | | | | | | (412,425 | ) |
General and administrative | | | (13,641 | ) | | | (207,501 | ) | | | | | | | (221,142 | ) |
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Income (loss) before income taxes | | | (13,641 | ) | | | 307,844 | | | | | | | | 294,203 | |
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Income taxes | | | - | | | | (76,961 | ) | | | | | | | (76,961 | ) |
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Net income (loss) | | $ | (13,641 | ) | | $ | 230,883 | | | $ | | | | $ | 217,242 | |
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Profits per common share | | | | | | | | | | | | | | | | |
- Basic and diluted | | | | | | | | | | | | | | $ | 0.006 | |
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Common shares outstanding | | | | | | | | | | | | | | | | |
- Basic and diluted | | | | | | | | | | | | | | | 36,000,000 | |
ECO ENERGY PUMPS, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED JULY 31, 2009
| | Eco Energy Pumps, Inc. | | | DLT International Limited | | | Pro forma Adjustment | | | Pro forma Total | |
Net sales | | $ | - | | | $ | - | | | $ | | | | $ | - | |
Cost of net revenues | | | - | | | | - | | | | | | | | - | |
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Gross (loss) profit | | | - | | | | - | | | | | | | | - | |
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Operating expenses | | | | | | | | | | | | | | | | |
Selling and distribution | | | - | | | | - | | | | | | | | - | |
General and administrative | | | (14,835 | ) | | | - | | | | | | | | (14,835 | ) |
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Operating loss | | | (14,835 | ) | | | - | | | | | | | | (14,835 | ) |
Other income | | | - | | | | - | | | | | | | | - | |
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Loss before income tax | | | (14,835 | ) | | | - | | | | | | | | (14,835 | ) |
Income taxes | | | - | | | | - | | | | | | | | - | |
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Net loss | | $ | (14,835 | ) | | $ | - | | | $ | | | | $ | (14,835 | ) |
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Loss per common share | | | | | | | | | | | | | | | | |
- Basic and diluted | | | | | | | | | | | | | | $ | - | |
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Common shares outstanding | | | | | | | | | | | | | | | | |
- Basic and diluted | | | | | | | | | | | | | | | 36,000,000 | |
The following adjustments to the unaudited pro forma financial statements are based on the assumption that the share exchange was consummated as of July 31, 2010:
DESCRIPTION | | DR | | | CR | |
Common stock – Eco Energy Pumps, Inc. | | $ | 5,952 | | | $ | - | |
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Common stock – DLT International Limited | | | 50,000 | | | | - | |
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Additional paid in capital | | | - | | | | 55,952 | |
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| | $ | 55,952 | | | $ | 55,952 | |
To record the elimination of share capital of Eco Energy Pumps, Inc. and DLT International Limited as additional paid in capital.
DESCRIPTION | | DR | | | CR | |
Additional paid in capital | | $ | 32,400 | | | $ | - | |
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Common Stock (32,400,003 x $0.001) | | | - | | | | 32,400 | |
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| | $ | 32,400 | | | $ | 32,400 | |
To record 32,400,003 shares of Common Stock issued pursuant to share exchange agreement between Eco Energy Pumps, Inc. and DLT International Limited.