Rotoblock Corp - FORM 10-Q

Attached files

file	filename
EX-31.1 - SEC. 302 CERTIFICATION OF PEO - Rotoblock Corp	rotoblock_ex31-1.htm
EX-31.2 - SEC. 302 CERTIFICATION OF PEO - Rotoblock Corp	rotoblock_ex31-2.htm
EX-32.2 - SEC. 906 CERTIFICATION PFO - Rotoblock Corp	rotoblock_ex32-2.htm
EX-32.1 - SEC. 906 CERTIFICATION OF PFO - Rotoblock Corp	rotoblock_ex32-1.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended January 31, 2011

Commission File Number: 000-51428

ROTOBLOCK CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Nevada 20-08987999

(State or Other Jurisdiction of Incorporation 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

(Registrant's Telephone Number, Including Area Code)

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 has submitted electronically and posted on its corporate website, if any, every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T during the 12 preceding months (or such shorter period that the registrant was required to submit and post such file). Yes No X

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of "accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer ____ Smaller Reporting Company X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X

At January 31, 2011, there were a total of 7,505,158 shares of our common stock issued and outstanding. Of these shares, a total of 6,227,169 are restricted from trading, as defined under Rule 144 of the Securities Act of 1933, as amended.

TABLE OF CONTENTS

		Page
	PART I - FINANCIAL INFORMATION

ITEM 1.	Interim Consolidated Financial Statements	3

ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	32

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	33

ITEM 4.	Controls and Procedures	33

	PART II - OTHER INFORMATION

ITEM 1.	Legal Proceedings	34

ITEM 1A.	Risk Factors	34

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

ITEM 3.	Defaults Upon Senior Securities	36

ITEM 5.	Other Information	36

ITEM 6.	Exhibits	36

PART I - FINANCIAL INFORMATION

Item 1. Interim Consolidated Financial Statements

The interim consolidated financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the period presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our annual report on Form 10-K for the fiscal year ended April 30, 2010, filed with the U.S. Securities and Exchange Commission on July 29, 2010, which can be found on the SEC website (www.sec.gov) under our name or SEC File Number 000-51428.

Rotoblock Corporation

(A Development Stage Company)

Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

Rotoblock Corporation

(A Development Stage Company)

Interim Consolidated Balance Sheets

(Expressed in U.S. Dollars)

(Unaudited)

	As at 31 January 2011	As at 30 April 2010 (Audited)
	$	$
Assets

Current
Cash and cash equivalents	496,388	925,070
Accounts receivable	221	220
Prepaid expenses (Note 10)	10,303	158,998

	506,912	1,084,288

Available-for-sale investment (Note 4)	983,270	1,231,929

Property and equipment (Note 5)	112,742	124,812

	1,602,924	2,441,029
Liabilities

Current
Accounts payable and accrued liabilities (Note 6)	243,340	215,115
Due to related party (Note 8)	667	663
Convertible promissory note (Notes 4 and 7)	-	2,025,644

	244,007	2,241,422

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
31 January 2011 - 7,505,158 common shares, par value $0.001
30 April 2010 - 4,622,307 common shares, par value $0.001	7,502	4,622
Additional paid-in capital	8,136,965	5,620,014
Warrants (Note 10)	1,386,470	1,421,526
Share subscriptions receivable (Note 10)	(163,341)	-
Share subscriptions received in advance (Note 10)	-	250,000
Accumulated other comprehensive income (loss)	(20,978)	227,684
Deficit, accumulated during the development stage	(7,987,701)	(7,324,239)

	1,358,917	199,607

	1,602,924	2,441,029

Nature and Continuance of Operations (Note 1), Commitments and Contingency (Note 12) and Subsequent Events (Note 15)

On behalf of the Board: /s/ Chien Chih Liu, Director /s/ Richard Di Stefano, Chief Financial Officer

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

Rotoblock Corporation

(A Development Stage Company)

Interim Consolidated Statements of Operations

(Expressed in U.S. Dollars)

(Unaudited)

	For the period from the date of inception on 2 September 2003 to 31 January 2011	For the three month period ended 31 January 2011	For the three month period ended 31 January 2010	For the nine month period ended 31 January 2011	For the nine month period ended 31 January 2010
	$	$	$	$	$

Expenses
General and administrative (Schedule 1)	7,743,566	253,220	92,134	698,900	864,018

Net loss before other items	(7,743,566)	(253,220)	(92,134)	(698,900)	(864,018)

Other items
Excess of consideration over net assets purchased from Rotoblock Inc. (Note 1)	(138)	-	-	-	-
Other income	5,520	-	-	5,520	-
Forgiveness of debt (Notes 7 and 13)	29,918	-	-	29,918	-
Gain on disposal of property (Notes 5, 9, 10 and 13)	1,384	-	-	-	1,384
Provision for legal dispute	-	-	72,000	-	72,000
Write-off of patents (Note 3)	(108,745)	-	-	-	-
Write-off of property and equipment	(9,870)	-	-	-	-
Write-off of related party receivable	(162,204)	-	-	-	-

Net loss for the period	(7,987,701)	(253,220)	(20,134)	(663,462)	(790,634)

Basic and diluted loss per common share		(0.03)	(0.02)	(0.10)	(0.69)

Weighted average number of common shares used in per share calculations		7,467,585	1,237,224	6,746,974	1,137,993

Comprehensive loss
Net loss for the period	(7,987,701)	(253,220)	(20,134)	(663,462)	(790,634)
Foreign currency translation adjustment	(4,248)	(9)	-	(3)	(47)
Unrealized loss on available-for-sale investment (Notes 4 and 14)	(16,730)	(251,295)	-	(248,659)	-

Comprehensive loss for the period	(8,008,679)	(504,524)	(20,134)	(912,124)	(790,681)

Comprehensive loss per common share		(0.07)	(0.02)	(0.14)	(0.69)

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

Rotoblock Corporation

(A Development Stage Company)

Interim Consolidated Statements of Cash Flows

(Expressed in U.S. Dollars)

(Unaudited)

	For the period from the date of inception on 2 September 2003 to 31 January 2011	For the three month period ended 31 January 2011	For the three month period ended 31 January 2010	For the nine month period ended 31 January 2011	For the nine month period ended 31 January 2010
	$	$	$	$	$
Cash used in operating activities
Net loss for the period	(7,987,701)	(253,220)	(20,134)	(663,462)	(790,634)
Adjustments to reconcile loss to net cash used by operating activities:
Contributions to capital by related party - expenses (Notes 9 and 13)	300,000	-	25,000	-	75,000
Depreciation (Note 5)	20,550	4,023	121	12,070	871
Forgiveness of debt (Note 7)	(29,918)	-	-	(29,918)	-
Gain on disposal of property (Notes 5, 9 and 10)	(1,384)	-	-	-	(1,384)
Non-cash interest (Note 7)	41,623	-	-	4,274	-
Shares issued for services (Notes 9 and 10)	2,197,653	30,600	9,343	30,600	98,845
Stock-based compensation (Notes 9 and 10)	3,190,726	33,000	-	33,000	408,728
Write-off of patents (Note 3)	108,745	-	-	-	-
Write-off of property and equipment	9,870	-	-	-	-
Write-off of related party receivable	177,204	-	-	-	-
Changes in operating assets and liabilities:
Increase in accounts receivable	(221)	(3)	-	(1)	(24)
Decrease in prepaid expenses (Note 10)	15,769	43,787	-	148,695	-
Increase in accounts payable and accrued liabilities (Notes 6 and 10)	231,637	21,250	42,585	28,225	167,017
Decrease in provision for legal dispute	-	-	(72,000)	-	(72,000)
Increase in due to related party (Note 8)	667	12	-	4	-
	(1,724,780)	(120,551)	(15,085)	(436,513)	(113,581)
Cash flows used in investing activities
Purchase of equipment (Note 5)	(16,778)	-	-	-	-
Investment in Samyang Optics Co. Ltd. (Note 4)	(1,000,000)	-	-	-	-
Purchase of patents (Note 3)	(108,745)	-	-	-	-
	(1,125,523)	-	-	-	-
Cash flows from financing activities
Common shares issued for cash (Note 10)	1,000,941	-	-	-	114,000
Common shares to be cancelled (Note 10)	(833)	(833)	-	(833)
Warrants granted for cash (Note 10)	72,164	-	-	-	-
Warrants exercised (Note 10)	182,008	168,674	-	172,008	-
Convertible promissory note payable (Note 7)	2,010,000	-	-	-	-
Advances payable	-	-	-	-	71
Shares subscriptions receivable (Note 10)	(163,341)	(163,341)	-	(163,341)
Share subscriptions received in advance (Note 10)	250,000	-	-	-	-
	3,350,939	4,500	-	7,834	114,071

Foreign exchange effect on cash	(4,248)	(9)	-	(3)	(47)

Increase (decrease) in cash and cash equivalents	496,388	(116,060)	(15,085)	(428,682)	443

Cash and cash equivalents, beginning of period	-	612,448	20,314	925,070	4,786

Cash and cash equivalents, end of period	496,338	496,388	5,229	496,388	5,229

Supplemental Disclosures with Respect to Cash Flows (Note 13)

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

Rotoblock Corporation

(A Development Stage Company)

Interim Consolidated Statements of Changes in Stockholders’ Equity

(Expressed in U.S. Dollars)

(Unaudited)

	Number of shares issued		Capital stock		Additional paid-in capital		Accumulated other comprehensive income (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		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		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		572,347		572		3,523,791		(4,253)		(3,182,033)		338,077
Shares issued for cash ($10.50 per share)		2,286		2		23,998		-		-		24,000
Shares issued for services rendered ($5.62 per share)		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 interim consolidated financial statements.

Rotoblock Corporation

(A Development Stage Company)

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

(Expressed in U.S. Dollars)

(Unaudited)

	Number of shares issued	Capital stock	Additional paid-in capital	Warrants	Share subscriptions received in advance	Accumulated other comprehensive income (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	51,600	52	174,309	-	-	-	-	174,361
Warrants granted	-	-	-	53,639	-	-	-	53,639
Shares issued for services rendered ($2.78 per share)	63,511	64	176,446	-	-	-	-	176,510
Contribution to capital by related parties - services	-	-	100,000	-	-	-	-	100,000
Stock-based compensation	-	-	-	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 for cash (Note 10)	-	-	-	18,525	-	-	-	18,525
Shares issued for services rendered ($1.87 per share) (Notes 10 and 13)	190,933	191	393,809	-	-	-	-	394,000
Shares issued for property ($1.25 per share) (Notes 5, 9, 10, and 13)	200,000	200	249,800	-	-	-	-	250,000
Shares issued for debt ($5.00 per share) (Notes 10 and 13)	2,000	2	9,998	-	-	-	-	10,000
Contribution to capital by related parties - services (Notes 9 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
Shares issued for property rescinded ($1.25 per share) (Notes 5, 9, 10 and 13)	(200,000)	(200)	(249,800)	-	-	-	-	(250,000)
Shares issued for cash ($0.61 per share) (Note 10)	6,552	6	3,994	-	-	-	-	4,000
Shares issued for cash ($0.75 per share) (Note 10)	13,333	13	9,987	-	-	-	-	10,000
Shares issued for cash ($1.75 per share) (Note 10)	28,572	29	49,971	-	-	-	-	50,000
Shares issued for cash ($1.75 per share) (Note 10)	28,572	29	49,971	-	-	-	-	50,000
Shares issued for services rendered (Notes 10 and 13)	3,500,083	3,500	673,175	-	-	-	-	676,675
Shares issued for property and equipment (Notes 5, 10 and 13)	125,000	125	124,875	-	-	-	-	125,000
Fair value of warrants issued	-	-	(507,524)	507,524	-	-	-	-
Stock-based compensation (Notes 9, 10 and 13)	-	-	-	633,728	-	-	-	633,728
Unrealized gain on available-for-sale investment (Note 4)	-	-	-	-	-	231,929	-	231,929
Share subscriptions received in advance (Note 10)	-	-	-	-	250,000	-	-	250,000
Foreign currency translation adjustment	-	-	-	-	-	(47)	-	(47)
Net loss for the year	-	-	-	-	-	-	(1,911,942)	(1,911,942)

Balance at 30 April 2010	4,622,307	4,622	5,620,014	1,421,526	250,000	227,684	(7,324,239)	199,607

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

Rotoblock Corporation

(A Development Stage Company)

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

(Expressed in U.S. Dollars)

(Unaudited)

	Number of shares issued	Capital stock	Additional paid-in capital	Warrants	Share subscriptions received in advance / Share subscriptions receivable	Accumulated other comprehensive income (loss)	Deficit, accumulated during the development stage	Stockholders’ equity
		$	$	$	$	$	$	$

Balance at 30 April 2010	4,622,307	4,622	5,620,014	1,421,526	250,000	227,684	(7,324,239)	199,607
Warrants exercised ($12.50 per share) (Note 10)	13,336	13	3,320	-	-	-	-	3,333
Warrants exercised in error ($0.25 per share) (Note 10	3,334	3	831	-	-	-	-	834
Warrants exercised ($0.25 per share) (Note 10)	18,000	18	4,482					4,500
Shares issued for conversion of promissory note (Notes 4, 7 and 10)	1,818,181	1,819	1,998,181	-	-	-	-	2,000,000
Shares issued for cash ($0.25 per share) (Note 10)	1,000,000	1,000	249,000	-	(250,000)	-	-	-
Shares issued for services rendered (Notes 10 and 13)	30,000	30	30,570	-	-	-	-	30,600
Unrealized gain on available-for-sale investment (Note 4)	-	-	-	-	-	(248,659)	-	(248,659)
Fair value of warrants issued ($0.25 per share) (Note 10)	-	-	(33,000)	33,000	-	-	-	-
Fair value of warrants exercised	-	-	68,056	(68,056)	-	-	-	-
Share subscriptions receivable (Note 10)	-	-	163,341	-	(163,341)	-	-	-
Stock-based compensation (Notes 9, 10 and 13)	-	-	33,000	-	-	-	-	33,000
Foreign currency translation adjustment	-	-	-	-	-	(3)	-	(3)
Common shares to be acquired for cancellation (Note 10)	-	(3)	(830)	-	-	-	-	(833)
Net loss for the period	-	-	-	-	-	-	(663,462)	(663,462)

Balance at 31 January 2011	7,505,158	7,502	8,136,965	1,386,470	(163,341)	(20,978)	(7,987,701)	1,358,917

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

Rotoblock Corporation

(A Development Stage Company)

Schedule 1 - Interim Consolidated General and Administrative Expenses

(Expressed in U.S. Dollars)

(Unaudited)

	For the period from the date of inception on 2 September 2003 to 31 January 2011	For the three month period ended 31 January 2011	For the three month period ended 31 January 2010	For the nine month period ended 31 January 2011	For the nine month period ended 31 January 2010
	$	$	$	$	$

Consulting fees (Notes 9, 10 and 13)	1,392,741	129,388	9,343	264,296	98,845
Depreciation (Note 5)	20,550	4,023	121	12,070	871
Foreign exchange loss	1,545	-	-	-	-
Interest (Notes 7 and 13)	47,706	25	45	4,359	912
Investor relations (Notes 10 and 13)	290,691	407	-	813	-
Listing, filing and transfer agent fees	59,153	789	1,025	3,659	4,846
Management fees (Notes 9 and 13)	300,000	-	25,000	-	75,000
Office and sundry	72,921	1,753	1,116	4,081	6,048
Professional fees	520,132	15,334	10,893	33,982	43,089
Public relations and shareholder information	290,846	-	482	100,000	9,409
Rent	79,205	-	-	-	-
Research and development	387,173	-	-	-	-
Salaries and wages (Notes 10, 12 and 13)	706,226	44,251	44,109	132,219	178,082
Stock-based compensation (Notes 9, 10 and 13)	3,190,726	33,000	-	33,000	408,728
Travel and entertainment	383,951	24,250	-	110,421	38,188

	7,743,566	253,220	92,134	698,900	864,018

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

Rotoblock Corporation

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

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 Accounting Standards Codification (the “Codification” or “ASC”) 915-10, “Development Stage Entities”. 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 interim consolidated financial statements as at 31 January 2011 and for the nine month period 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 $663,462 for the nine month period ended 31 January 2011 (31 January 2010 - $790,634) and has a working capital of $262,905 at 31 January 2011 (30 April 2010 – working capital deficiency of $1,157,134).

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

Rotoblock Corporation

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

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 2011. 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 interim 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 31 January 2011, 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 interim 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 interim consolidated financial statements.

The Accounting Standards Codification

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principle - a replacement of FASB Statement No. 162”. The Codification reorganized existing U.S. accounting and reporting standards issued by the FASB and other related private sector standard setters into a single source of authoritative accounting principles arranged by topic. The Codification supersedes all existing U.S. accounting standards; all other accounting literature not included in the Codification (other than Securities and Exchange Commission guidance for publicly-traded companies) is considered non-authoritative. The Codification was effective on a prospective basis for interim and annual reporting periods ending after 15 September 2009. The adoption of the Codification changed the Company’s references to accounting principles generally accepted in the United States of America (“U.S. GAAP”) but did not impact the Company’s results of operations, financial position or liquidity.

Basis of presentation

The interim consolidated financial statements of the Company have been prepared in accordance with U.S. GAAP and are expressed in U.S. dollars.

Rotoblock Corporation

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

Principles of consolidation

These interim 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.

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 and accounts 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 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.

Rotoblock Corporation

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

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

Derivative financial instruments

The Company has not, to the date of these interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Income taxes

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, “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 ASC 260, “Earnings per Share”. ASC 260 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 stockholders (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 excluded all dilutive potential shares if their effect is anti-dilutive.

Comprehensive loss

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at 31 January 2011, the Company has items that represent a comprehensive loss and, therefore, has included a schedule of comprehensive income (loss) in the interim consolidated financial statements.

Rotoblock Corporation

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

Property, equipment and depreciation

Property and equipment have been recorded at cost, net of accumulated depreciation (Note 5). 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:

Equipment 5 years at 20%

Vehicles 12 years at 8%

Long lived assets

Long-term assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets”.

Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets will be written down to fair value. Fair value is generally determined using a discounted cash flow analysis.

Segments of an enterprise and related information

ASC 280, “Segment Reporting” establishes guidance 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. ASC 280 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 Codification and does not believe it is applicable at this time.

Foreign currency translation

The Company’s functional and reporting currency is U.S. dollars. The consolidated financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. 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 interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Rotoblock Corporation

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

Stock-based compensation

Effective 1 January 2006, the Company adopted the provisions of ASC 718, “Compensation – Stock Compensation”, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, 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). The Company adopted ASC 718 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, 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. The adoption of ASC 718 did not change the way the Company accounts for share-based payments to non-employees, with guidance provided by ASC 505-50, “Equity-Based Payments to Non-Employees”.

Research and development

Research and development costs are expensed as incurred.

Patents

The Company accounts for patent costs in accordance with ASC 350, “Intangibles - Goodwill and Other”. In accordance with that statement, intangible assets with estimable 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 ASC 350-35-14, “Recognition and Impairment of an Impairment Loss”.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP 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.

Accounting for Transfers of Financial Assets

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”. The adoption of this guidance did not have a material impact on the Company’s interim consolidated financial statements.

Rotoblock Corporation

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

Changes in accounting policies

In February 2010, the FASB issued ASU No. 2010-11, “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives”. ASU No. 2010-11 clarifies the type of embedded credit derivative that is exempt from embedded derivative bifurcation requirements. Specifically, only one form of embedded credit derivative qualifies for the exemption – one that is related only to the subordination of one financial instrument to another. As a result, entities that have contracts containing an embedded credit derivative feature in a form other than such subordination may need to separately account for the embedded credit derivative feature. The amendments in ASU No. 2010-11 are effective for each reporting entity at the beginning of its first fiscal quarter beginning after 15 June 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after 5 March 2010. The adoption of ASU No. 2010-11 did not have a material impact on the Company’s interim consolidated financial statements.

Recent accounting pronouncements

In February 2010, the FASB issued ASU No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements”, which eliminates the requirement for Securities and Exchange Commission ("SEC") filers to disclose the date through which an entity has evaluated subsequent events. ASU No. 2010-09 is effective for its fiscal quarter beginning after 15 December 2010. The adoption of ASU No. 2010-09 is not expected to have a material impact on the Company’s interim consolidated financial statements.

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 31 January 2011, no engines have been sold.

During the year ended 30 April 2010, the Company recorded a provision for a write-down in the amount of $108,745 related to the OPE Patents.

Rotoblock Corporation

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

4.	Available-for-Sale Investment

		Unrealized gain (loss)	Fair value
	Adjusted cost	Unrealized gain (loss)	31 January 2011	30 April 2010 (Audited)
	$	$	$	$

977,966 common shares of Samyang Optics Co., Ltd.	1,000,000	(16,730)	983,270	1,231,929

On 11 February 2010, the Company entered into an Investment Agreement with Samyang Optics Co., Ltd., (“Samyang”), a South Korean Corporation listed on the Korea Exchange, whereby Samyang loaned the Company $2,000,000 in the form of a Convertible Promissory Note (Note 7). In turn, the Company acquired 977,966 shares of Samyang for the amount of $1,000,000. On 13 May 2010, Samyang exercised its option to convert the promissory note into 1,818,181 shares of the Company valued at $1.10 per share (Notes 7 and 10).

Available-for-sale investments are carried at fair value, with unrealized gains and losses recorded as other comprehensive income and other than temporary losses recognized in net income (Note 14). As of 31 January 2011, the shares of Samyang were measured at a fair value of $983,270 (30 April 2010 - $1,231,929) and resulted in an unrealized loss of $248,659 during the nine month period ended 31 January 2011 (31 January 2010 - $Nil).

5.	Property and Equipment

		Accumulated depreciation	Net book value
	Cost	Accumulated depreciation	31 January 2011	30 April 2010 (Audited)
	$	$	$	$

Equipment	52,940	10,661	42,279	49,812
Vehicles	75,000	4,537	70,463	75,000

	127,940	15,198	112,742	124,812

During the nine month period ended 31 January 2011, total additions to property and equipment were $Nil (31 January 2010 - $Nil). During the nine month period ended 31 January 2011, total dispositions of property and equipment were $Nil (31 January 2010 - $248,618).

Rotoblock Corporation

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

On 24 November 2008, the Company entered into an Asset Purchase and Balance Sheet Enhancement Agreement with a related party (the “Related Party”) to acquire an undivided 25% tenancy-in-common interest in a property located in Merced, California (the “Property Agreement”). 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 $250,000. On 29 July 2009, the Company disposed of the land and building back to the Related Party for proceeds of $250,000 resulting in a gain of $1,384. As consideration, the Related Party returned the 200,000 shares of common stock of the Company valued at $250,000 and these shares were cancelled on 29 July 2009 (Notes 9, 10 and 13).

On 8 February 2010, the Company entered into an Asset Purchase Agreement with a non-related individual to acquire security and computer equipment valued at $50,000. The purchase price of the equipment was paid for by the issuance of 50,000 shares of common stock of the Company valued at $50,000 (Notes 10 and 13).

On 10 February 2010, the Company entered into an Asset Purchase Agreement with a non-related company to acquire a number of vehicles valued at $75,000. The purchase price of the vehicles was paid for by the issuance of 75,000 shares of common stock of the Company valued at $75,000 (Notes 10 and 13).

6.	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 as at 31 January 31, 2011 is accrued salaries in the amount of $215,385 (30 April 2010 - $179,503) payable to the corporate secretary and chief executive officer of the Company (Note 12).

Included in accounts payable and accrued liabilities as at 31 January 2011 is $833 (30 April 2010 - $Nil) related to 3,334 common shares issued in error (Notes 10 and 12).

7.	Convertible Promissory Note

On 11 February 2010, the Company entered into a Convertible Promissory Note Agreement (the “Convertible Promissory Note Agreement”) with Samyang for $2,000,000 cash (Note 4). The principal balance bears interest at a rate of 6% per annum. All unpaid principal, together with any unpaid and accrued interest was due and payable on the earlier of 11 February 2012 or when such amounts are declared due and payable by the investor.

On 13 May 2010, Samyang exercised its option to convert the debt into 1,818,181 shares of the Company valued at $1.10 per common share for $2,000,000. Accrued interest in the amount of $29,918 was forgiven during the nine month period ended 31 January 2011 (Notes 4, 10 and 13).

8.	Due to Related Party

As at 31 January 2011, the amount due to a related party is $667 (30 April 2010 - $663), which is payable to a former director and stockholder of the Company. This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

Rotoblock Corporation

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

9.	Related Party Transactions

During the nine month period ended 31 January 2011, officers and directors of the Company made contributions to capital for management fees of $Nil (31 January 2010 - $75,000, 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 nine month period ended 31 January 2011, the Company issued Nil (31 January 2010 - 75,000) shares with a fair value of $Nil (31 January 2010 - $11,250) to related parties for consulting services. Of this, $Nil (31 January 2010 - $6,257) was expensed during the nine month period ended 31 January 2011 and the remaining $Nil (31 January 2010 - $4,993) was classified as prepaid expense which will be expensed as consulting services in subsequent periods (Notes 10 and 13).

On 24 November 2008, the Company entered into a Property 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 $250,000. On 29 July 2009, the Company disposed of the land and building back to the Related Party for proceeds of $250,000 resulting in a gain of $1,384. As consideration, the Related Party returned the 200,000 shares of common stock of the Company valued at $250,000 and these shares were cancelled on 29 July 2009 (Notes 5, 10 and 13).

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 interim 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.

During the year ended 30 April 2009, the Company issued 1,000 common shares valued at $4.00 per common share for $4,000 in consulting services (Note 13).

ii.

During the year ended 30 April 2009, the Company issued 6,400 common shares valued at $15.00 per common share for $96,000 in investor relations (Note 13). These shares were 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 year ended 30 April 2009, the Company issued 16,000 units valued at $4.00 per common share each for $64,000 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 31 January 2011, 16,000 of the share purchase warrants in this series remain outstanding. These shares were restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933 (Note 13).

Rotoblock Corporation

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

iv.

During the year ended 30 April 2009, the Company issued 1,333 common shares valued at $7.50 per common share each for $10,000 for legal services (Note 13).

During the year ended 30 April 2009, the Company issued 1,000 common shares valued at $7.50 per common share for $7,500 in public relations (Note 13). These shares were 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 year ended 30 April 2009, the Company issued 3,200 common shares valued at $7.50 per common share for $24,000 in consulting expense to a related party (Note 13).

vii.

During the year ended 30 April 2009, the Company issued 5,000 common shares valued at $5.50 per common share for $27,500 in consulting to a related party (Notes 9 and 13). These shares were 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 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 31 January 2011, 3,333 of the share purchase warrants in this series remain outstanding. These shares were 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 2009, the Company issued 2,000 common shares valued at $5.00 per common share for $10,000 in repayment for a convertible promissory note (Note 13).

During the year ended 30 April 2009, the Company issued 2,000 common shares valued at $3.00 per common share for $6,000 in consulting expense (Note 13). Of this amount, $2,729 was expensed during the year ended 30 April 2010 (30 April 2009 - $3,271, cumulative - $6,000).

xi.

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 5, 9 and 13). These shares were 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 2009, the Company issued 5,000 common shares valued at $1.00 per common share for $5,000 in legal services (Note 13).

xiii.

During the year ended 30 April 2009, the Company issued 150,000 common shares valued $1.00 per common share at $150,000 in retainer for consulting expenses to two related parties (Note 13). Of this amount, $75,616 was expensed during the year ended 30 April 2010 (30 April 2009 - $74,384, cumulative - $150,000). These shares were restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933.

Rotoblock Corporation

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

xiv.

During the year ended 30 April 2010, the Related Party returned to treasury 200,000 shares of common stock of the Company valued at $1.25 per common share for a total value of $250,000, related to the disposal of land and building acquired from a Related Party pursuant to the Property Agreement entered into on 24 November 2008. These shares were cancelled on 29 July 2009 (Notes 5, 9 and 13).

xv.

During the year ended 30 April 2010, the Company issued 6,552 common shares valued at $0.61 per common share for cash of $4,000. These shares were restricted from trading for a period of one year as defined by Rule

144 of the United States Securities Act of 1933.

xvi.

During the year ended 30 April 2010, the Company issued 13,333 common shares valued at $0.75 per common share for cash of $10,000. These shares were restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933.

xvii.

$153,695 was expensed during the nine month period ended 31 January 2011 (year ended 30 April 2010 - $517,677, cumulative - $671,372) and the remaining $5,303 (30 April 2010 - $158,998) was classified as prepaid

expense which will be expensed as consulting services and salaries and wages in subsequent periods (Notes 9 and 13).

xviii.

During the year ended 30 April 2010, the Company issued 550,000 common share purchase warrants valued at $633,728 for stock-based compensation. Each common share purchase warrant entitles the holder to purchase one common share at a price of $0.25 to $1.00 for a period of five years from the date of offering. As at 31 January 2011, 550,000 of the share purchase warrants in these series remain outstanding (Note 13).

xix.

During the year ended 30 April 2010, the Company issued 8,585,083 common share purchase warrants valued at $469,113 for consulting services. Each common share purchase warrant entitles the holder to purchase one common share at a price of $0.25 to $1.00 for a period of five or ten years from the date of offering. As at 31 January 2011, 8,585,083 of the share purchase warrants in these series remain outstanding (Notes 9 and 13).

xx.

During the year ended 30 April 2010, the Company issued 28,572 units valued at $1.75 consisting of one share and two warrants for total cash proceeds of $50,000. Each whole common share purchase warrant entitles the holder to purchase an additional common share at a price of $2.50 per share for a period of five years up to 22 July 2014. These shares were restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933. As at 31 January 2011, 57,144 warrants in this series remain outstanding.

xxi.

During the year ended 30 April 2010, the Company issued 28,572 shares valued at $1.75 for total cash proceeds of $50,000. These shares were restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933.

Rotoblock Corporation

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

xxii.

equipment was paid for by the issuance of 50,000 shares of common stock of the Company valued at $50,000 (Notes 5 and 13).

xxiii.

During the year ended 30 April 2010, the Company entered into an Asset Purchase Agreement with a non-related company to acquire a number of vehicles valued at $75,000. The purchase price of the vehicles was paid for by the issuance of 75,000 shares of common stock of the Company valued at $75,000 (Notes 5 and 13).

xxiv.

During the nine month period ended 31 January 2011, the Company issued 30,000 warrants valued at $33,000 for services rendered. Each whole common share purchase warrant entitles the holder to purchase a common share at a price of $0.25 per share. During the nine month period ended 31 January 2011, the Company issued 18,000 common shares valued at $0.25 per common share for cash of $4,500 upon exercise of the purchase warrants. As at 31 January 2011, 12,000 warrants in this series remain outstanding.

xxv.

During the nine month period ended 31 January 2011, the Company issued 13,334 common shares valued at $12.50 per common share for proceeds of $166,675 upon exercise of warrants, of which $163,341 is included in share subscriptions receivable.

xxvi.

During the nine month period ended 31 January 2011, the Company issued 1,818,181 common shares valued at $1.10 per common share upon conversion of a Convertible Promissory Note by Samyang. The value of the shares issued was $2,000,000 (Notes 4, 7 and 13).

xxvii.

During the nine month period ended 31 January 2011, the Company issued 1,000,000 common shares valued at $0.25 per common share related to share subscriptions received in advance in the amount of $250,000 (Note 13).

xxviii.

During the nine month period ended 31 January 2011, the Company issued 30,000 common shares valued at $1.02 per common share for $30,600 in consulting fees (Note 13).

xxix.

During the nine month period ended 31 January 2011, a total of 59,200 previously outstanding share purchase warrants expired.

xxx.

During the nine month period ended 31 January 2011, the Company issued 3,334 common shares valued at $0.25 per common share in error. As at 31 January 2011, the Company is in the process of obtaining the 3,334 common shares to be returned to treasury for cancellation. This transaction has been recorded as a reduction in share capital of $3, a decrease in contributed surplus of $830 and an increase in accrued liabilities of $833 and will be recorded as a reduction in the number of common shares outstanding of the Company upon the cancellation of the common shares (Notes 6 and 12).

Rotoblock Corporation

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

Share Subscriptions Received in Advance

During the year ended 30 April 2010, the Company received $250,000 from a non-related company for the purchase of 1,000,000 common shares in the Company. These shares were issued on 18 October 2010.

Share Purchase Warrants

The following share purchase warrants were outstanding at 31 January 2011:

	Exercise price	Number of warrants	Remaining contractual life (years)
	$

Warrants	7.50	50,000	0.86
Warrants	12.50	7,600	1.61
Warrants	7.50	20,000	2.17
Warrants	7.50	16,000	2.28
Warrants	12.50	3,333	2.43
Warrants	0.25	25,000	3.46
Warrants	0.25	25,000	3.48
Warrants	0.50	200,000	3.48
Warrants	2.50	57,144	3.48
Warrants	0.25	2,201,750	4.04
Warrants	1.00	50,000	4.04
Warrants	0.25	333,333	4.08
Warrants	1.00	300,000	4.13
Warrants	0.25	12,000	4.20
Warrants	0.25	6,000,000	9.14

		9,301,160

Rotoblock Corporation

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

The following is a summary of warrant activities during the nine month period ended 31 January 2011 and during the year ended 30 April 2010:

	Number of warrants	Weighted average exercise price
		$

Outstanding and exercisable at 1 May 2009	169,467	15.97
Granted	9,192,227	0.30
Exercised	-	-
Expired	-	-

Outstanding and exercisable at 30 April 2010	9,361,694	0.58

Weighted average fair value of warrants granted during the year		0.12

Outstanding and exercisable 1 May 2010	9,361,694	0.58
Granted	30,000	0.25
Exercised	(31,334)	5.46
Expired	(59,200)	12.50

Outstanding and exercisable 31 January 2011	9,301,160	0.38

Weighted average fair value of warrants granted during the period		1.10

The weighted average grant date fair value of warrants issued during the nine month period ended 31 January 2011 amounted to $1.10 per warrant (30 April 2010 - $0.12 per warrant). The fair value of each warrant granted was determined using the Black-Scholes warrant pricing model and the following assumptions:

	As at 31 January 2011	As at 30 April 2010 (Audited)

Risk free interest rate	2.47%	1.49% - 2.36%
Expected life	5.0 years	5.0 - 10.0 years
Annualized volatility	603%	580% - 596%
Expected dividends	-	-

Rotoblock Corporation

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

Restricted Common Shares

During the nine month period ended 31 January 2011, the Company issued 2,882,851common shares and cancelled Nil common shares (30 April 2010 – issued 3,702,112 common shares and cancelled 200,000 common shares). Of the issued shares, 2,882,851 common shares (30 April 2010 - 3,237,112 common shares) were restricted from trading as defined under Rule 144 of the United States Securities Act of 1933.

As at 31 January 2011, a total of 7,505,158common shares are outstanding. Of these, 6,227,169 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 31 January 2011. There are no current or deferred tax expenses for the nine month period ended 31 January 2011 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 nine month period ended 31 January 2011	For the nine month period ended 31 January 2010
	$	$
Deferred tax asset attributable to:
Current operations	232,212	276,722
Contributions to capital by related party – expenses	-	(26,250)
Stock-based compensation	-	(143,055)
Non-deductible meals and entertainment	-	(6,683)
Change in valuation allowance	(233,526)	(100,734)
Foreign exchange	1,314	-

Net refundable amount	-	-

Rotoblock Corporation

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

The composition of the Company’s deferred tax asset as at 31 January 2011 and 30 April 2010 is as follows:

	As at 31 January 2011	As at 30 April 2010 (Audited)
	$	$

Net operating loss carry forward	4,172,556	3,503,823

Statutory federal income tax rate	25% - 35%	25% - 35%
Effective income tax rate	0%	0%

Deferred tax asset	1,403,846	1,170,317
Less: Valuation allowance	(1,403,846)	(1,170,317)
Other
	-	-

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

As at 31 January 2011, the Company has unused non-capital losses for Canadian tax purposes of approximately $565,483that are available to offset future taxable income. This unused non-capital loss carry forward balance for income tax purposes expires between the years 2014 and 2031.

As at 31 January 2011, the Company has unused net operating losses for U.S. federal income tax purposes of approximately $3,607,074 that are available to offset future taxable income. This unused net operating loss carry forward balance for income tax purposes expires between the years 2025 and 2031.

12.	Commitments and Contingency

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.

ii.

The Company is committed to issuing 25,000 shares valued at $3,750 pursuant to the one-year consulting agreement for consulting services.

iii.

The Company entered into an agreement with the corporate secretary for a salary of $50,000 per annum beginning 1 July 2009. As of 31 January 2011, $13,000 in salaries has been paid and $67,109 has been recorded in accrued liabilities (Note 6).

iv.

The Company entered into an employment agreement with the chief executive officer for a salary of $125,000 per annum and one time signing bonus of $75,000 beginning 1 July 2009. As of 31 January 2011, $124,587 in salaries has been paid and $148,276 has been recorded in accrued liabilities (Note 6).

As at 31 January 2011, the Company is in the process of obtaining and cancelling the 3,334 common shares (Notes 6 and 10).

Rotoblock Corporation

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

13. Supplemental Disclosures with Respect to Cash Flows

	For the period from the date of inception on 2 September 2003 to 31 January 2011	For the three month period ended 31 January 2011	For the three month period ended 31 January 2010	For the nine month period ended 31 January 2011	For the nine month period ended 31 January 2010
	$	$	$	$	$

Cash paid during the period for interest	11,362	-	-	-	-
Cash paid during the period for income taxes	-	-	-	-	-

During the nine month period ended 31 January 2011, officers and directors of the Company made contributions to capital for management fees of $Nil (31 January 2010 - $75,000; cumulative - $300,000) (Note 9).

During the nine month period ended 31 January 2011, the Company issued 30,000 common shares valued at $1.02 per common share for $30,600 in consulting fees (Note 10).

During the year ended 30 April 2010, the Company issued 3,500,083 common shares valued at prices from $0.15 to $1.00 per common share for $676,675 in consulting expense and salaries and wages. Of this amount, $153,695 was expensed during the nine month period ended 31 January 2011 and the remaining $5,303 was classified as prepaid expense which will be expensed as consulting services and salaries and wages in subsequent periods (Notes 9 and 10).

During the year ended 30 April 2010, the Company issued 550,000 common share purchase warrants valued at $633,728 as stock-based compensation. Each common share purchase warrant entitles the holder to purchase one common share at a price of $0.25 to $1.00 for a period of five years from the date of offering (Note 10).

Rotoblock Corporation

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

During the year ended 30 April 2010, the Company rescinded the 200,000 common shares valued at $1.25 per share for a total value of $250,000 which had been issued to acquire an undivided 25% tenancy-in-common interest in land and buildings located in Merced, California from a Related Party (Notes 5, 9 and 10).

During the year ended 30 April 2010, the Company entered into an Asset Purchase Agreement with a non-related individual to acquire security and computer equipment valued at $50,000. The purchase price of the equipment was paid for by the issuance of 50,000 shares of common stock of the Company valued at $50,000 (Notes 5 and 10).

During the year ended 30 April 2010, the Company entered into the Convertible Promissory Note Agreement with Samyang for $2,000,000 cash. The principal balance bears interest at a rate of 6% per annum. All unpaid principal, together with any unpaid and accrued interest is due and payable on the earlier of 11 February 2012 or when such amounts are declared due and payable by the investor. During the year ended 30 April 2010, $25,644 in interest was accrued and is payable to Samyang. A further $4,274 was accrued and was payable up to 13 May 2010. On 13 May 2010, Samyang exercised its option to convert the Promissory Note into 1,818,181 shares of the Company valued at $2,000,000. Accrued interest in the amount of $29,918 was forgiven during the nine month period ended 31 January 2011 (Notes 4, 7 and 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).

During the year ended 30 April 2009, the Company issued a total of 190,933 common shares and 16,000 common share purchase warrants valued at $394,000 for consulting, investor relations services, compensation, legal services and public relation services (Note 10).

14.	Fair Value Measurements

The Company measures its available-for-sale investment at fair value. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets;

Level 2 – Include other inputs that are directly or indirectly observable in the marketplace; or

Level 3 – Unobservable inputs which are supported by little or no market activities.

The Company classifies its available-for-sale investment within Level 1 as the securities are valued using quoted market prices.

Rotoblock Corporation

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

Assets measured at fair value on a recurring basis are summarized below:

		Fair value measurement at reporting date using
	Balance at 31 January 2011		Quoted prices in active markets for identical assets (Level 1)	Significant other observable inputs (Level 2)	Significant unobservable inputs (Level 3)
	$		$	$	$

Available-for-sale investment (Note 4)	983,270		983,270	-	-

		Fair value measurement at reporting date using
	Balance at 30 April 2010 (Audited)		Quoted prices in active markets for identical assets (Level 1) (Audited)	Significant other observable inputs (Level 2) (Audited)	Significant unobservable inputs (Level 3) (Audited)
	$		$	$	$

Available-for-sale investment (Note 4)	1,231,929		1,231,929	-	-

15.	Subsequent Events

There are no subsequent events for the period from the date of the nine month period ended 31 January 2011 to the date the interim consolidated financial statements were available to be issued on 14 March 2011.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

We are still in the development stages of our business and have generated no revenues since inception. Our total net losses since inception are $7,987,701. 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 remainder of the calendar year 2011.

Nine month period ended January 31, 2011 as compared to the nine month period ended January 31, 2010

For the nine month period ended January 31, 2011, we incurred net operating losses of $663,462, or $0.10 per share, as compared to net operating losses of $790,634, or $0.69 per share, for the nine month period ended January 31, 2010.

We incurred total operating expenses of $698,900 for the nine month period ended January 31, 2011, as compared to total operating expenses of $864,018 for the nine month period ended January 31, 2010.

Total operating expenses for the nine month period ended January 31, 2011 consisted of $132,219 in salaries and wages (2010 - $178,082, cumulative - $706,226); $33,982 in professional fees (2010 - $43,089, cumulative - $520,132), which generally consisted of fees for legal, accounting and outside services paid in connection with the preparation and filing of our periodic reports with the SEC; $264,296 in consulting fees (2010 - $98,845, cumulative - $1,392,741); $100,000 in public relations and shareholder information expense (2010 - $9,409, cumulative - $290,846); $110,421in travel and entertainment expense (2010 - $38,188, cumulative - $383,951); $33,000 in stock-based compensation (2010 - $408,728, cumulative - $3,190,726; and interest expense in the amount of $4,359 (2010 - $912, cumulative - $47,706. The balance of our general and administrative expenses were attributed to miscellaneous office expense, depreciation and filing fees incurred in connection with our day-to-day operations.

Our expenses decreased by $165,118 during the nine month period ended January 31, 2011, as compared to the nine month period ended January 31, 2010, primarily due to the large decrease in stock-based compensation (2011 - $33,000 as compared to 2010 - $110,421).

Liquidity and Capital Resources and Cash Flows

We currently have $496,388 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 the final prototype of our product 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 successfully. 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. 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.

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

There was no cash provided by investing activities for the three or nine month periods ended January 31, 2011.

Cash provided by financing activities for the nine months ended January 31, 2011 was $7,834, resulting from warrants exercised during the period.

At January 31, 2011, the amount due to a related party was $667, payable to a former director and stockholder of the company. This balance is non-interest bearing, unsecured, and has no fixed terms of repayment.

Commitments/Contingencies

On November 15, 2007, we registered 100,000 shares of our common stock by filing a Form S-8 registration statement for future issuances to any and all consultants, employees, attorneys, officers and directors at a proposed maximum offering price of $4.50 per share.

We entered into an employment agreement with our Corporate Secretary for a salary of $50,000 per year, beginning July 1, 2009. As of January 31, 2011, $13,000 in salaries has been paid and $67,109 has been recorded in the accrued liabilities section of our balance sheets.

We entered into an employment agreement with our Chief Executive Officer for a salary of $125,000 per year, beginning July 1, 2009, and a signing bonus of $75,000. As of January 31, 2011, $124,587 in salaries has been paid and $148,276 has been recorded in the accrued liabilities section of our balance sheets.

We are committed to issuing 25,000 shares valued at $3,750 under a one-year consulting agreement for consulting services.

During the nine month period ended January 31, 2011, we issued 3,334 shares of common stock in error. We are in the process of obtaining the 3,334 shares to be returned to treasury for cancellation. This transaction has been recorded as a reduction in share capital of $3, a decrease in contributed surplus of $830 and an increase in accrued liabilities of $833 and will be recorded as a reduction in the number of shares of common stock outstanding upon the cancellation of the shares.

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.

Shares Available for Sale Investment

On February 11, 2010, we entered into an Investment Agreement with Samyang Optics Co., Ltd., (“Samyang”), a South Korean Corporation listed on the Korea Exchange, whereby Samyang loaned us $2,000,000 in the form of a Convertible Promissory Note. In turn, we acquired 977,966 shares of Samyang for the amount of $1,000,000. On May 13, 2010, Samyang exercised its option to convert the Promissory Note into 1,818,181 shares of our common stock.

Plan of Operations

On September 15, 2003, we 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, we were required to pay $100,000 in cash by May 31, 2004 (paid) plus interest at the rate of 24% per annum calculated from January 31, 2004 until the $100,000 cash was paid (total interest paid - $8,745) and $1,500,000 in cash by June 2, 2007. On October 25, 2006, we negotiated an extension to exercise the Option by thirty seven months. Pursuant to the amended option agreement, we 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 of Janaury 31, 2011, no engines have yet been sold.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a "smaller reporting company", as defined in Rule 12b-2 of the of the Securities Exchange Act of 1934, and as such, are not required to provide the information under this item.

Item 4. 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 to the filing of this 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 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 the information is accumulated and communicated to our management, including the Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. We have conducted 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/or 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 January 31, 2011. Since our most recent evaluation, there have been no changes in our internal control of financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding.

Item 1A. Risk Factors

Our securities are highly speculative and involve a high degree of risk, including among other items the risk factors described in detail in our annual report on Form 10-K, filed on July 29, 2010, and incorporated herein by this reference. You should carefully review and consider those risk factors and other information in our annual report on Form 10-K and this quarterly report before deciding to invest in our securities. We are unaware of any material changes in or additional risk factors since the filing of our annual report on July 29, 2010.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the nine month period ended January 31, 2011, we issued 30,000 warrants valued at $33,000 for services rendered. Each whole common stock purchase warrant entitles the holder to purchase one common share at a price of $0.25 per share.

During the nine month period ended January 31, 2011, we issued 18,000 shares of common stock valued at $0.25 per common share for cash of $4,500 upon exercise of the purchase warrants. As of January 31, 2011, 12,000 warrants in the series remain outstanding. These shares were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

During the nine month period ended January 31, 2011, we issued 13,334 shares of common stock, valued at $12.50 per share for proceeds of $166,675 upon exercise of warrants, of which $163,341 is included in share subscriptions receivable. These shares were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

During the nine month period ended January 31, 2011, we issued 1,818,181 shares of common stock, valued at $1.10 per share upon conversion of a Convertible Promissory Note by Samyang. These shares were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

During the nine month period ended January 31, 2011, we issued 1,000,000 shares of common stock, valued at $0.25 per share related to share subscriptions received in advance in the amount of $250,000 from an unrelated third party. These shares were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

During the nine month period ended January 31, 2011, we issued 30,000 shares of common stock, valued at $1.02 per share for $30,600 in consulting fees. These shares were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

During the nine month period ended January 31, 2011, a total of 59,200 previously outstanding common stock purchase warrants expired.

During the nine month period ended January 31, 2011, we issued 3,334 shares of common stock, valued at $0.25 per share in error. At January 31, 2011, we were in the process of obtaining the 3,334 shares from the party to whom they were inadvertently issued.

At January 31, 2011, a total of 7,505,158 shares of common stock were issued and outstanding. Of these shares, 6,227,169 are considered "restricted securities" under the Securities Act of 1933, as amended.

Following are details of the common stock purchase warrants outstanding at January 31, 2011:

	Exercise price	Number of warrants	Remaining contractual life (years)
	$

Warrants	7.50	50,000	0.86
Warrants	12.50	7,600	1.61
Warrants	7.50	20,000	2.17
Warrants	7.50	16,000	2.28
Warrants	12.50	3,333	2.43
Warrants	0.25	25,000	3.46
Warrants	0.25	25,000	3.48
Warrants	0.50	200,000	3.48
Warrants	2.50	57,144	3.48
Warrants	0.25	2,201,750	4.04
Warrants	1.00	50,000	4.04
Warrants	0.25	333,333	4.08
Warrants	1.00	300,000	4.13
Warrants	0.25	12,000	4.20
Warrants	0.25	6,000,000	9.14

		9,301,160

Following is a summary of warrant activities during the nine month period ended January 31, 2011 and the fiscal year ended April 30, 2010:

	Number of warrants	Weighted average exercise price
		$

Outstanding and exercisable at 1 May 2009	169,467	15.97
Granted	9,192,227	0.30
Exercised	-	-
Expired	-	-

Outstanding and exercisable at 30 April 2010	9,361,694	0.58

Weighted average fair value of warrants granted during the year		0.12

Outstanding and exercisable 1 May 2010	9,361,694	0.58
Granted	30,000	0.25
Exercised	(31,334)	5.46
Expired	(59,200)	12.50

Outstanding and exercisable 31 January 2011	9,301,160	0.38

Weighted average fair value of warrants granted during the period		1.10

	As at 31 January 2011	As at 30 April 2010 (Audited)

Risk free interest rate	2.47%	1.49% - 2.36%
Expected life	5.0 years	5.0 - 10.0 years
Annualized volatility	603%	580% - 596%
Expected dividends	-	-

Item 3. Default Upon Senior Securities

None.

Item 5. Other Information

As of the date of this report, we have not adopted procedures by which our security holders may recommend nominees to our Board of Directors. We will consider the adoption of such procedures and will disclose such procedures in our next report on Form 10-Q or 10-K, as appropriate.

Item 6. 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 June 7, 2004 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 July 31, 2006. These exhibits are incorporated herein by this reference.

Exhibit No. Description

* 3(i) Articles of Incorporation

* 3(ii) Bylaws

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 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 14, 2011

/s/ Richard Di Stefano

By: Richard Di Stefano, Principal Accounting Officer

Dated: March 14, 2011

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