Rotoblock Corp - FORM 10-Q

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - Rotoblock Corp	Financial_Report.xls
EX-32.1 - CERTIFICATION OF CEO - Rotoblock Corp	rtbc32-1_033113.htm
EX-31.1 - CERTIFICATION OF CEO - Rotoblock Corp	rtbc31-1_033113.htm
EX-31.2 - CERTIFICATION OF CFO - Rotoblock Corp	rtbc31-2_033113.htm
EX-32.2 - CERTIFICATION OF CFO - Rotoblock Corp	rtbc32-2_033113.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission File Number 000-51428

ROTOBLOCK CORPORATION
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
	20-08987999
300 B Street Santa Rosa, California	95401
(Address of principal executive offices)	(Zip Code))

Registrant’s telephone number, including area code: (707) 578-5220

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 Web site, if any, every Interactive Data Filer required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.

Yes X No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

As of May 10, 2013, there were 82,953,862 shares outstanding of the registrant’s common stock.

ROTOBLOCK CORPORATION & SUBSIDIARIES

FORM 10-Q

INDEX

		Page No.

PART I. Financial Information		3

Item 1.	Financial Statements (Unaudited)	3

	Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012	3

	Condensed Consolidated Statements of Operations for the Three months ended March 31, 2013 and 2012.	4

	Condensed Consolidated Statements of Cash Flows for the Three months ended March 31, 2013 and 2012.	5

	Condensed Consolidated Statement of Stockholders’ Equity as of March 31, 2013	6

	Notes to Condensed Consolidated Financial Statements	7-18

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantative and Qualitative Disclosures about Market Risk

Item 4.	Controls and Procedures	22

PART II. Other Information		23

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 1 B.	Unresolved Staff Comments	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3.	Defaults Upon Senior Securities	31

Item 4.	Mine Safety Disclosures	31

Item 5.	Other Information	31

Item 6.	Exhibits	31

SIGNATURES		32

PART I. Financial Information

Item 1. Financial Statements (Unaudited)

ROTOBLOCK CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS
(In U S Dollars, except per share data)
(Unaudited)

ASSETS	Note	March 31 2013	December 31 2012
Current assets		$	$
Cash and cash equivalents		58,194	49,568
Accounts receivable		1,098,327	868,097
Prepayments, deposits and other receivables	4	326,312	339,176
Inventory	5	360,633	558,125
Total current assets		1,843,466	1,814,966

Non-current assets
Property, plant and equipment	6	93,557	99,151
Investments in associates	7	293,590	293,590
Available-for-sale investments	8	514,633	659,130
Total non-current assets		901,780	1,051,871

TOTAL ASSETS		2,745,246	2,866,837

LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	10	1,697,678	1,745,375
Deferred revenue		178,688	390,973
Due to related parties	11	1,147,577	919,093
Convertible promissory notes	13	2,394,340	2,376,298
Total current liabilities		5,418,283	5,431,739

TOTAL LIABILITIES		5,418,283	5,431,739

SHAREHOLDERS’ EQUITY
Common stock	14	82,954	82,264
Additional paid in capital		6,212,309	6,200,999
Warrants	14	1,441,514	1,441,514
Available-for-sale investments valuation reserve		(500,031)	(355,534)
Accumulated other comprehensive income		86,137	81,398
Deficit		(9,994,880)	(10,014,504)
TOTAL SHAREHOLDERS’ EQUITY		(2,671,997)	(2,563,863)

Non-controlling interests	16	(1,040)	(1,039)

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		2,745,246	2,866,837

Nature and Continuance of Operations (Note 1); Commitments and Contingencies (Note 17); Subsequent Events (Note 21)

- See Accompanying Notes -

F-1

ROTOBLOCK CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
(In U S Dollars, except per share data)
(Unaudited)

	Note	Three month period ended March 31 2013	Three month period ended March 31 2012
Revenue		$	$
Sales		661,178	-
Cost of sales		(394,078)	-
Gross profit		267,100	-

Operating expenses
Selling and distribution expenses		(72,559)	(91,026)
Administrative and other operating costs		(138,751)	(404,500)
Depreciation and amortization		(5,653)	(6,119)
Income (loss) from operations		50,137	(501,645)

Other income	3	9,207	32,044
Finance income and (expense)		(39,811)	(37,673)
Interest income		90	172
Income (loss)		19,623	(507,102)

Non-controlling interests	16	1	3

Income (loss) for the period		19,624	(507,099)

Comprehensive income (loss)
Net income (loss) for the period		19,624	(507,099)
Foreign currency translation adjustment		4,739	6,515
Unrealized (loss) on available for sale investments		(144,497)	(253,960)

Comprehensive loss for the period		(120,134)	(754,544)

Income (loss) per share – basic and diluted	15	0.00	(0.01)

Weighted average shares outstanding – basic and diluted		82,524,703	79,975,634

- See Accompanying Notes -

F-2

ROTOBLOCK CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In U S Dollars, except per share data)
(Unaudited)

	Note	March 31 2013	March 31 2012
Cash Flows From (Used in) Operating Activities		$	$
Income (loss) for the period		19,624	(507,099)
Items not involving cash:
Depreciation and amortization		5,653	6,119
Non-cash interest		39,655	37,268
Non-controlling interest	16	(1)	(3)
Shares issued for compensation	12,14	15,108	15,500
Shares issued for consulting fees	14	-	45,520
Warrants issued for compensation	12,14	-	40,000

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
Increase/(decrease) in accounts receivable		(224,912)	15,880
Decrease/(increase) in inventory		200,305	(244,435)
(Increase) in other receivables and prepayments		(406)	(96,353)
Decrease/(increase) in other payables and accrued liabilities		(49,376)	317,449
Decrease/(increase) in deferred revenue		(214,126)	486,768
Net cash (used in) from operating activities		(208,476)	116,614

Cash Flows From (Used in) Financing Activities
Advance from related parties	11	218,871	-
(Decrease) in restricted cash		-	(116,589)
Convertible promissory note	13	-	17,000
Net cash from (used in) financing activities		218,871	(99,589)

Effect of foreign currency translation on cash and cash equivalents		(1,769)	3

Net increase in cash and cash equivalents		8,626	17,028
Cash and cash equivalents – beginning of period		49,568	144,202
Cash and cash equivalents – end of period		58,194	161,230

Supplemental Disclosures with Respect to Cash Flows (Note 20)

- See Accompanying Notes -

F-3

ROTOBLOCK CORPORATION

INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(Expressed in U.S. Dollars)
(UNAUDITED)
	Number of Common Shares	Common Stock	Additional Paid-In Capital	Warrants	Available-for-sale investment valuation reserve	Accumulated other comprehensive income	Accumulated deficit	Total
		$	$	$	$	$	$	$
Balance – December 31, 2011	79,508,502	79,509	5,886,251	1,401,514	(24,131)	72,667	(5,162,176)	2,253,634

Issuance of shares for services	2,755,665	2,755	314,748	-	-	-	-	317,503
Warrants granted for services	-	-	-	40,000	-	-	-	40,000
Net loss for the year	-	-	-	-	-	-	(4,852,328)	(4,852,328)
Unrealized loss on available for sale investment	-	-	-	-	(331,403)	-	-	(331,403)
Foreign currency translation adjustment	-	-	-	-	-	8,731	-	8,731
Balance – December 31, 2012	82,264,167	82,264	6,200,999	1,441,514	(355,534)	81,398	(10,014,504)	(2,563,863)

Issuance of shares for note conversion	689,655	690	11,310	-	-	-	-	12,000
Net income for the period	-	-	-	-	-	-	19,624	19,624
Unrealized loss on available for sale investment	-	-	-	-	(144,497)	-	-	(144,497)
Foreign currency translation adjustment	-	-	-	-	-	4,739	-	4,739

Balance – March 31, 2013	82,953,822	82,954	6,212,309	1,441,514	(500,031)	86,137	(9,994,880)	(2,671,997)

- See Accompanying Notes -

ROTOBLOCK CORPORATION

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Note 1. Nature and Continuance of Operations

Rotoblock Corporation (“Rotoblock” or the “Company”) was incorporated under the laws of the State of Nevada on March 22, 2004.

On March 30, 2004, the Company entered into a Share Exchange Agreement (the “Agreement”) with Rotoblock Inc., a Canadian corporation incorporated on September 2, 2003, 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 March 30, 2004, Rotoblock Inc. completed the reverse acquisition under the Agreement with the Company.

On November 18, 2011, the Company completed the acquisition of daifuWaste Management Holding Ltd, (“daifu”), a Cayman Islands company, via Share Exchange Agreement (“Share Exchange Agreement”). Pursuant to the Share Exchange Agreement, the shareholders of daifu transferred all of the daifu ordinary shares outstanding to the Company in exchange for issuance of 73,801,525 common shares of the Company, par value $0.001 per share, to the daifu shareholders. As at the date of the Share Exchange Agreement, daifu had 106,356,423 ordinary shares outstanding.

As at November 18, 2011, the Company had an aggregate of 9,281,160 share purchase warrants and a convertible promissory note outstanding. Both instruments remained intact after the Share Exchange Agreement. As a result, daifu shareholders acquired approximately 81.28% of the Company’s issued and outstanding common stock and common stock equivalents and completed the reverse acquisition under the Share Exchange Agreement with the Company.

daifu (formerly named China Healthcare Holdings Limited), was incorporated in the Cayman Islands on August 1, 2000.

On June 30, 2008, daifu underwent a reverse merger with its subsidiaries involving an exchange of shares (“Share Exchange”) between daifu and daifuWaste Management Holding Limited (Samoa) (“daifuWaste Samoa”), daifuWaste Solutions Inc. (“daifuWaste Solutions”), daifuWaste Investment Limited (“daifuWaste Investment”), Hydroclave China Inc. (“Hydroclave”) and daifuWaste Investment (Hong Kong) Limited (“daifuWaste HK”). For financial reporting purposes, this transaction was classified as a recapitalization of daifuWaste Samoa, daifuWaste Solutions, daifuWaste Investment, Hydroclave and daifuWaste HK. On January 13, 2009, daifuWaste HK acquired Puhua Kangjian Environment Technology (Shenzhen) Limited (“PHKJ”).

On January 25, 2011, daifuWaste HK invested Renminbi (“RMB”) 1,960,000, 35% of the registered capital to incorporate a joint venture – Hainanzhou daifu-Luhuan Medical Waste Disposal Co., Ltd. – in the People’s Republic of China (“PRC”) (Note 7).

daifu and its subsidiaries are principally engaged in holding medical waste technology, medical waste equipment trading and holding investments in medical waste treatment centres.

The Company’s consolidated financial statements as at March 31, 2013 and for the three 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 net income of $19,624 for the three month period ended March 31, 2013 (March 31, 2012 –net loss of $507,099) and has a working capital deficiency of $3,574,817 at March 31, 2013 (December 31, 2012 – $3,616,773).

ROTOBLOCK CORPORATION

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Management cannot provide assurance that the Company will become operating 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 next 12 months. 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 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.

Note 2. 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.

Note 3. Other Income

Other income as at March 31, 2013 and 2012 consists of the following:

	Three month period ended March 31 2013	Three month period ended March 31 2012
	$	$
Sundry income	1,016	13,994
Management fee income	8,191	18,050

	9,207	32,044

Note 4. Prepayments, Deposits and Other Receivables

Prepayments, deposits and other receivables as at March 31, 2013 and December 31, 2012 consist of the following:

	March 31 2013	December 31 2012
	$	$
Deposits to suppliers	69,260	109,727
Contract guarantee deposits	196,069	194,963
Premises and sundry deposits	60,983	19,378
Advances to employees/consultants	-	15,108

	326,312	339,176

ROTOBLOCK CORPORATION

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Note 5. Inventory

Inventories as at March 31, 2013 and December 31, 2012 consist of the following:

March 31

2013

December 31

2012

Raw materials

360,633

558,125

Note 6. Property, Plant and Equipment

		Accumulated depreciation
	Cost	Accumulated depreciation	March 31 2013	December 31 2012
	$	$	$	$

Equipment	52,940	26,719	26,221	27,581
Vehicles	137,291	71,320	65,971	70,264
Effect of foreign exchange	3,243	1,878	1,365	1,306

	193,474	99,917	93,557	99,151

During the three month period ended March 31, 2013, total additions to and dispositions of property, plant and equipment were $nil (December 31, 2012 – $nil).

Note 7. Investments in Associates


	March 31 2013	December 31 2012
	$	$
Investment in Hainanzhou daifu-Luhuan Medical Waste Disposal Co., Ltd.	293,590	293,590

On January 25, 2011, daifuWaste (HK) invested RMB 1,960,000 ($293,590), 35% of the registered capital, and associated with Hainanzhou Luhuan Medical Waste Disposal Co., Ltd. which invested RMB 3,640,000, 65% of the registered capital, to incorporate a joint venture (“the Joint Venture”) – Hainanzhou daifu–Luhuan Medical Waste Disposal Co., Ltd. in PRC. The net assets of Hainanzhou daifu–Luhuan Medical Waste Disposal, Ltd are RMB 5,600,000. The Joint Venture will commence operations once government approval is granted.

ROTOBLOCK CORPORATION

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Note 8. Available-for-sale Investments

			Fair Value
	Cost	Unrealized Gain/(Loss)	March 31 2013	December 31 2012
	$	$	$	$
977,966 common shares of Samyang Optics Co., Ltd.	1,014,664	(500,031)	514,633	659,130

On February 11, 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 13). In turn, the Company acquired 977,966 common shares of Samyang, with the initial fair value of $1,000,000 and of $1,014,664 at the time of acquisition of daifu (Note 1). The investment is classified as Available-for-Sale and is carried at fair value, with unrealized gains and losses recorded as Other Comprehensive Income in available-for-sale investment valuation reserve and other than temporary losses recorded in net income.

Note 9. Patents

The Company has entered into an agreement for certain patents related to the Oscillating Piston Engine (“OPE”), pursuant to which the Company must pay a royalty of $50 per engine on the sale of up to 10,000 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 March 31, 2013, no engines have been sold. The Company has not capitalized any amount related to the patents.

Note 10. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities as at March 31, 2013 and December 31, 2012 consist of the following:

	March 31 2013	December 31 2012
	$	$
Value added taxes (“VAT”) payable	161,293	224,960
Trade payables	240,649	268,869
Accrued liabilities	981,056	936,866
Director remuneration	314,680	314,680

	1,697,678	1,745,375

ROTOBLOCK CORPORATION

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Note 11. Due to Related Parties

Due to related parties as at March 31, 2013 and December 31, 2012 consist of the following:

	March 31 2013	December 31 2012
	$	$
American Pacific Medical Group Limited	473,209	465,690
daifuMD Internet Information Service Ltd., Co. (SZ)	95,220	95,220
Loan from a director	179,608	151,873
Physician Medical Technology (Shenzhen) Co. Ltd.	399,540	206,310
	1,147,577	919,093

During the three month period ended March 31, 2013, cash in the amount of $193,230 (March 31, 2012 - $nil; year ended December 31, 2012 - $301,530) was temporarily advanced from related parties to daifu for operating use. This amount is unsecured, non-interest bearing and is repayable on request.

During the three month period ended March 31, 2013, cash in the amount of $25,641 (March 31, 2012 - $nil; year ended December 31, 2012 - $150,188) was borrowed from a director of the company for operating use. This amount bears interest at an annual rate of 5%. During the three month period ended March 31, 2013, a total of $2,094 (March 31, 2012 - $nil) of interest has been accrued on the liability.

During the year ended December 31, 2011, $410,000 was borrowed from a related party for redemption of outstanding preferred stock of daifu. A further $25,641 was borrowed during the year ended December 31, 2012; both are with an annual interest rate of 7%. During the three month period ended March 31, 2013, a total of $7,519 (March 31, 2012 - $7,136) of interest has been accrued on the liability.

Note 12. Related Party Transactions

During the three month period ended March 31, 2013, the Company paid/accrued $6,717 (March 31, 2012 - $28,834) and issued nil (March 31, 2012 – 366,807) shares, par value $0.001 per share, valued at $nil (March 31, 2012 - $19,917) to the Company’s Chief Executive Officer, (“CEO”) as payment of salary and bonus.

During the three month period ended March 31, 2013, the Company granted nil (March 31, 2012 – 1,000,000) common share purchase warrants to the Company’s CEO as part of his compensation package. The share purchase warrants entitle the officer to purchase up to 1,000,000 shares of the Company at a price of $0.25 per share up to January 20, 2017. The fair value of the share purchase warrants was determined to be $40,000 and was recorded in the Company’s statement of income for the period ended March 31, 2012 (Note 14).

During the three month period ended March 31, 2013, the Company paid/accrued $nil to directors for salaries and wages (March 31, 2012 - $67,878).

ROTOBLOCK CORPORATION

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Note 13. Convertible Promissory Notes

On February 11, 2010, the Company entered into a Convertible Promissory Note Agreement (the “Convertible Promissory Note Agreement”) with Samyang for $2,000,000 cash (Note 8). The principal balance bears interest at a rate of 6% per annum. All unpaid principal, together with any unpaid and accrued interest, is convertible into common shares of the Company at a price of $1.10 per share.

The note was due on February 11, 2012. At present the parties are determining a new, mutually agreeable maturity date for the note.

The balance of the Convertible Promissory Note as at March 31, 2013 consists of principal and accrued interest of $2,000,000 and $376,110, respectively (December 31, 2012 - $2,000,000 and $346,521, respectively).

On March 5, 2012, the Company entered into a Convertible Promissory Note Agreement (the “Asher Agreement”) with Asher Enterprises, Inc. (“Asher”) for $17,000 in cash and $20,500 in other payables and accrued liabilities which Asher paid on behalf of the Company, for a total principal balance of $37,500. The principal balance bears interest at a rate of 8% per annum.

The principal balance of $37,500, together with all accrued and unpaid interest, is convertible into common shares of the Company. The conversion price is to be calculated as 58% multiplied by the market price, which is the average of the lowest three closing bid prices on the Over the Counter Bulletin Board (“OTCBB”) during the ten trading day period ending on the latest complete trading day prior to the conversion date. On October 2, 2012, Asher converted $10,000 of the promissory note into 215,517 shares valued at $0.0464 per share and on February 25, 2013, Asher further converted an additional $12,000 of the promissory note into 689,655 shares valued at $0.0174 per share.

ROTOBLOCK CORPORATION

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

All unpaid principal, together with any unpaid and accrued interest was due and payable on December 7, 2012. At present the parties are determining a new, mutually agreeable maturity date for the note.

The balance of the Promissory Note as at March 31, 2013 consists of principal and accrued interest of $15,500 and $2,730 (December 31, 2012 - $27,500 and $2,277), respectively.

Note 14. Capital Stock

Authorized capital stock of the Company 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 three month period ended March 31, 2013, the Company issued a total of 689,655 shares, par value $0.001 per share, to Asher Enterprises on partial conversion of a promissory note (Note 13).

During the year ended December 31, 2012, the Company issued a total of 1,098,000 shares, par value $0.001 per share, to consultants of the company as payment for consulting fees valued at $183,750. As at March 31, 2013, $nil (December 31, 2012 - $15,108) was included in prepayments.

During the year ended December 31, 2012, the Company issued a total of 1,442,148 shares, par value $0.001 per share, to an officer of the Company as payment of salary and bonus valued at $123,753.

On October 2, 2012, the Company issued 215,517 shares, par value $0.001 per share, to Asher Enterprises on partial conversion of a convertible promissory note (Note 13).

Share Purchase Warrants

On January 20, 2012, the Company granted 1,000,000 warrants to an officer of the Company as part of the officer’s compensation package. The warrants entitle the officer to purchase up to 1,000,000 shares of the Company at a price of $0.25 per share up to January 20, 2017 (Note 12).

The following share purchase warrants were outstanding as at March 31, 2013:

	Exercise price	Number of warrants	Remaining contractual life (years)
	$
Warrants	7.50	20,000	0.00
Warrants	7.50	16,000	0.14
Warrants	12.50	3,333	0.26
Warrants	0.25	25,000	1.29
Warrants	0.25	25,000	1.31
Warrants	0.50	200,000	1.31
Warrants	2.50	57,144	1.31
Warrants	0.25	2,181,750	1.87
Warrants	1.00	50,000	1.87
Warrants	0.25	333,333	1.91
Warrants	1.00	300,000	1.96
Warrants	0.25	12,000	2.04
Warrants	0.25	1,000,000	3.81
Warrants	0.25	6,000,000	6.97

		10,223,560

ROTOBLOCK CORPORATION

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

The following is a summary of warrant activities during the three month period ended March 31, 2013:

	Number of warrants	Weighted average exercise price
		$
Outstanding and exercisable at December 31, 2012	9,231,160	0.34
Granted	1,000,000	0.25
Expired	(7,600)	12.50

Outstanding and exercisable at March 31, 2013	10,223,560	0.32

Weighted average fair value of warrants granted during the period		n/a

The weighted average grant date fair value of the 1,000,000 warrants granted on January 20, 2012 was determined to be $40,000 using the Black-Scholes Option Pricing Model and the following assumptions:



Risk free interest rate				0.91%
Expected life				5.0 years
Annualized volatility				526.57%
Expected dividends				-

Restricted Common Shares

As at March 31, 2013, a total of 82,953,822 common shares are outstanding. Of these, 77,156,354 were restricted from trading as defined under Rule 144 of the United States Securities Act of 1933.

Note 15. Earnings Per Share

Earnings (loss) per share, calculated on a basic and diluted basis, is as follows:

	Three month period ended March 31 2013	Three month period ended March 31 2012
	$	$
Earnings (loss) per share
Basic	(0.00)	(0.01)
Diluted	(0.00)	(0.01)

Net income (loss)	19,624	(507,099)

Net income (loss) available (attributable) to common shareholders – basic	19,624	(507,099)

Net income (loss) available (attributable) to common shareholders – diluted	19,624	(507,099)

Weighted average number of shares outstanding – basic	82,524,703	79,975,634
Dilutive securities:
Warrants	-	-
Convertible debt	-	-
Weighted average number of shares outstanding – diluted	82,524,703	79,975,634

For the three month period ended March 31, 2013, exercisable common share equivalent shares totaling 13,431,347 (March 31, 2012 – 12,824,032) (consisting of shares issuable on the exercise of share purchase warrants in addition to shares to be issued on conversion of promissory notes) have been excluded from the calculation of diluted loss per share because their effect is anti-dilutive.

ROTOBLOCK CORPORATION

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Note 16. Non-Controlling Interest

daifu has a non-controlling interest in one of its subsidiaries. The balance of the non-controlling interests as at March 31, 2013 and December 31, 2012 are as follows:

Subsidiary	Non-Controlling Interest	March 31 2013	December 31 2012
		$	$
Hydroclave China Inc.	5%	(1,040)	(1,039)

	5%	(1,040)	(1,039)

Note 17. Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is possible that a liability has been incurred and the amount of the assessment can be reasonably estimated. As at March 31, 2013, there are no material litigations pending or threatened against the Company.

The Company’s commitments are as follows:

On January 7, 2011, the Company issued 3,334 common shares valued at $nil per common share in error. On July 14, 2011, the Company cancelled these 3,334 common shares. As at March 31, 2013, the Company is still in the process of obtaining the 3,334 common shares to be returned to treasury for cancellation.

On February 11, 2010, the Company entered into a Convertible Promissory Note Agreement (the “Convertible Promissory Note Agreement”) with Samyang for $2,000,000 cash (Note 13). The principal balance bears interest at a rate of 6% per annum. All unpaid principal, together with any unpaid and accrued interest, is convertible into common shares of the Company at a price of $1.10 per share.

At March 31, 2013, should Samyang exercise its option under the Convertible Promissory Note Agreement, the Company would be required to issue 2,160,100 common shares in settlement of its obligation to Samyang.

ROTOBLOCK CORPORATION

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

On March 5, 2012, the Company entered into a Convertible Promissory Note Agreement (the “Asher Agreement”) with Asher Enterprises, Inc. (“Asher”) for $17,000 in cash and $20,500 in other payables and accrued liabilities which Asher paid on behalf of the Company, for a total principal balance of $37,500 (Note 13). The principal balance bears interest at a rate of 8% per annum.

The balance of the Promissory Note as at March 31, 2013 consists of principal and accrued interest of $15,500 and $2,730 (December 31, 2012 - $27,500 and $2,277), respectively.

As at March 31, 2013, should Asher exercise its option under the Asher Agreement, the Company would be required to issue 1,047,687 common shares in settlement of its obligation to Asher.

Note 18. Segmented Information

The Company operates in one reportable segment, that being the treatment of medical waste. Revenues are generated from trading of medical waste equipment. The Company’s operations are conducted primarily in two geographic segments, being the PRC, and North America. Geographic segmentation of revenue and assets is based on the country of origin.

Three month period ended March 31, 2013	PRC	North America	Other	Total
	$	$	$	$
Revenues	661,178	-	-	661,178
Other income	1,016	-	8,191	9,207
Cost of sales and other expenses	(534,981)	(80,914)	(34,866)	(650,761)
Capital assets	8,464	85,093	-	93,557
Total assets	1,842,794	600,577	301,875	2,745,246

Year ended December 31, 2012	PRC	North America	Other	Total
	$	$	$	$
Capital assets	11,513	87,638	-	99,151
Total assets	1,802,110	762,887	301,840	2,866,837

Three month period ended March 31, 2012	PRC	North America	Other	Total
	$	$	$	$
Revenues	-	-	-	-
Other income	8,994	-	23,050	32,044
Cost of sales and other expenses	(160,002)	(235,698)	(143,443)	(539,143)

ROTOBLOCK CORPORATION

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Note 19. Financial Instruments

The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and convertible promissory notes approximates fair value due to the short term maturity of these financial instruments.

(a)

Credit Risk

Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company deposits cash and cash equivalents with high credit quality financial institutions as determined by rating agencies.

daifu extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and determined based on management’s assessment of known requirements, aging of receivables, payment history, the customer’s current credit worthiness and the economic environment.

(b)

Currency Risk

The Company’s reporting currency is the U.S. dollar. Foreign currency transactions are primarily undertaken in HK$ and RMB. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

If the Hong Kong dollar had weakened (strengthened) against the U.S. dollar, with all other variables held constant, by 100 basis points (1%) at year end, the impact on net loss and other comprehensive loss would have been $14,903 higher ($14,903 lower).

If the Renminbi had weakened (strengthened) against the U.S. dollar, with all other variables held constant, by 100 basis points (1%) at year end, the impact on net loss and other comprehensive loss would have been $3,322 lower ($3,322 higher).

(c)

Interest Rate Risk

The Company has cash balances and fixed interest-bearing debt. It is management’s opinion that the Company is not exposed to significant interest risk arising from these financial instruments.

(d)

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company is reliant upon successful financing and the operations of daifu as its sources of cash. The Company has received financing from private placements in the past; however, there is no assurance that it will be able to continue obtaining financing or maintain profitable operations in the future.

ROTOBLOCK CORPORATION

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Note 20. Supplemental Disclosures with Respect to Cash Flows

	For the three month period ended March 31 2013	For the three month period ended March 31 2012
	$	$

Cash paid during the year for interest	-	-
Cash paid during the year for income taxes	-	-

During the three month period ended March 31, 2013, the Company issued 689,655 common shares valued at $0.0174 per share on partial conversion of $10,000 of the Asher convertible promissory note (Note 13).

During the three month period ended March 31, 2013, the Company accrued $9,613 of interest on related party loans (Note 11).

During the three month period ended March 31, 2013, the Company accrued $453 in interest related to the Asher promissory note (Note 13).

During the three month period ended March 31, 2013, the Company accrued $29,589 in interested related to the Samyang promissory note (Note 13).

Note 21. Subsequent Events

On April 1, 2013, a total of 20,000 share purchase warrants having an exercise price of $7.50 expired without being exercised.

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

This quarterly report of Form 10Q for the first quarter, including the following management’s discussion and analysis, and other reports filed by the registrant from time to time with the securities and exchange commission (collectively the “filings”) contain forward-looking statements which are intended to convey our expectations or predictions regarding the occurrence of possible future events or the existence of trends and factors that may impact our future plans and operating results. these forward-looking statements are derived, in part, from various assumptions and analyses we have made in the context of our current business plan and information currently available to us and in light of our experience and perceptions of historical trends, current conditions and expected future developments and other factors we believe to be appropriate in the circumstances. you can generally identify forward-looking statements through words and phrases such as “seek”, “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “budget”, “project”, “may be”, “may continue”, “may likely result”, and similar expressions. when reading any forward-looking statement you should remain mindful that all forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of our company, and are subject to risks, uncertainties, assumptions and other factors relating to our industry and results of operations, including but not limited to the following factors:

our limited operating history, particularly of Rotoblock and Daifu on a consolidated basis;

our ability to protect the patents on our proprietary technology;

our ability to fund our short-term and long-term financing needs;

	·	changes in our business plan and corporate strategies; and
	·	Other risks and uncertainties discussed in greater detail in various sections of this report, or set forth in part I, Item 1A of our Form 10K under the heading “Risk Factors”.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Each forward-looking statement should be read in context with, and with an understanding of, the various other disclosures concerning our company and our business made in our filings. You should not place undue reliance on any forward-looking statement as a prediction of actual results or developments. We are not obligated to update or revise any forward-looking statement contained in this report to reflect new events or circumstances unless and to the extent required by applicable law.

In this quarterly report on Form 10-Q the term refers to Rotoblock refers to Rotoblock, the term Daifu refers to daifuWaste Management Holdings , Ltd . Rotoblock acquired daifu Waste Management as a wholly owned subsidiary on November 18, 2011 on a consolidated basis, and “we,” “us” and “our” refer to Rotoblock , as the context indicates.

Recent Developments

In the three months ended March 31, 2013, we recognized revenue on one complex installation. At the present time, there are two more installations that are under construction.

Results of Operations

The following table sets forth, as a percentage of net sales, certain items included in Rotoblock’s Statements of Operations (see Financial Statements and Notes) for the periods indicated:

Note: In the first quarter of 2012, we were not able to recognize any revenues. In accordance with our policy of revenue recognition, we require the customer acceptance of the installation as operating satisfactorily.

	Three Months ended March 31
	2013			2012
Statements of Operations Data:
Net sales		100.0	%		100.0	%
Cost of sales		(59.6)			--
Operating expenses		(32.8)			--
Income from operations		7.6			--
Net Income		2.9			--

Quarter Ended March 31, 2013 Compared to Quarter Ended March 31, 2012

Note: In the first quarter of 2012, we were not able to recognize any revenues. In accordance with our policy of revenue recognition, we require the customer acceptance of the installation as operating satisfactorily.

Sales were $661,178 for the first quarter ended March 31, 2013 compared to nil in the first quarter ended March 31, 2012.

The increase was due to the revenue recognition of one complex installation.

Cost of sales were $394,078 for the first quarter ended March 31, 2013 compared to nil in the first quarter ended March 31, 2012. As a percentage of sales the cost of sales was 59%.

Gross profit was $267,100 for the first quarter ended March 31, 2013 compared to nil in the first quarter ended March 31, 2012. As a percentage of sales the gross profit was 41%. The profit margins have increased due to improvement in cost controls.

Selling and distribution expenses decreased by $18,467 from $91,026 for the quarter ended March 31, 2012 to $72,559 for the period ended March 31, 2013. The decrease was primarily due to better cost controls over technical and distribution expenditures. The sales staff was also reduced which resulted in lower salaries and business expenses.

Administrative and other operating costs decreased by $265,748 from 404,500 for the quarter ended March 31, 2012 to $138,752 for the period ended March 31, 2013. The decrease was primarily due to reductions in personnel and professional fees.

Depreciation and amortization decreased by $466 from $6,119 in 2012 to $5,653 in 2013. The reason for the small decrease was due to some assets fully depreciated with no additional expense recorded.

Other income decreased $22,837 from $32,044 for the quarter ended March 31, 2012 to $9,207 for the quarter ended March 31, 2013. The decrease was primarily due to less service and maintenance income for the medical waste equipment.

Financial expense increased by $2,138 from $37,673 for the quarter ended March 31, 2012 to $39,811 for the period ended March 31, 2013. The increase was due to additional related party loans during the three months ended March 31, 2013.

Interest income decreased by $82 from $172 for the quarter ended March 31, 2012 to $90 for the period ended March 31, 2013. The decrease was due to less overall average Company balances in bank savings accounts.

Net Income for the quarter ended March 31, 2013 was $19,624 compared to a net loss of $(507,009) for the period ended March 31, 2012.

Liquidity and Capital Resources

In assessing our liquidity, we monitor and analyze our cash on-hand, liquidation value of our investment in securities, and our operating and capital expenditure commitments. Our principal liquidity needs are to meet our working capital requirements, operating expenses and capital expenditure obligations.

Our principal sources of liquidity consist of our existing cash on hand, loans from related parties and our investment in securities with Samyang Optics, Ltd of $514,633.

We will require additional capital to expand our current operations. In particular, we require additional capital to expand our customer base by the addition of qualified sales and professional staff to execute on our business plan and pursue our efforts in the research and development.

We intend to fund our long term liquidity needs related to operations through the incurrence of indebtedness, equity financing or a combination of both. Although we believe that these sources will provide sufficient liquidity for us to meet our future liquidity and capital obligations, our ability to fund these needs will depend on our future performance, which will be subject in part to general economic, financial, regulatory and other factors beyond our control, including trends in our industry and technological developments. However, we may not be able to obtain this additional financing on terms acceptable to us or at all.

We used cash in operations of $208,467 and provided cash from operations of $ 116,614 during the first quarters ended March 31, 2013 and 2012 respectively. Cash used in operations during the first quarter ended March 31, 2013 was the result of the net income for the period of $19,624, offset by non-cash expenses of $45,307.

In the first quarter of 2013, non-cash expenses were due to depreciation and amortization and non-cash interest. For the first quarter ended March 31, 2013, the net change in operating assets and liabilities resulted in a cash decrease of $288,515. The change was primarily due to the following: a decrease of $214,126 in deferred revenue, a decrease of $49,376 in other payables and accrued liabilities mainly for payment in PRC VAT tax, and an increase of $224,912 in accounts receivable. These decreases were partially offset by an increase to the inventory of $200,305.

Cash provided from operations during the first quarter ended March 31, 2012 was the result of the net loss incurred for the periods of $507,099, offset by non-cash expenses of $144,404. In the first quarter of 2012, non-cash expenses were due to depreciation and amortization, non-cash interest, non-controlling interest, stock/warrants issued for compensation and consulting fees.

For the first quarter ended March 31, 2012, the net change in operating assets and liabilities resulted in a cash increase of $479,309. The change was primarily due to the following: a increase in other receivables and prepayments of $96,353 as result of payments to suppliers and a decrease in customer’s deposits offset by an increase in other payables and accrued liabilities of $317,449 as a result of accruals of $106,000 for executive pay, loan from Pacific Medical Group Limited of $238,000 and Vat Taxes of $47,000.

Investing activities did not use or provide cash for the first quarters ended March 31, 2013 and 2012.

Financing activities provided cash of $218,871 for the first quarter ended March 31, 2013 and used cash of $99,589 for the first quarter ended March 31, 2012. In the first quarter ended March 31, 2013, we received cash of $218,871 advanced by related parties. In the prior year’s quarter we received cash of $17,000 through the issuance of convertible debt and used $116,589 of cash to deposit in a restricted cash account to ensure certain project performances

We had cash and cash equivalents of $59,194 at March 31, 2013 as compared to $49,568 at December 31, 2012. We had working capital deficits of approximately $3.6 million at both March 31, 2013 and December 31, 2012.

We will need additional funding to sustain our operations at our current levels through the next twelve months. Our working capital deficit of $3.6 million at March 31, 2013 may affect the Company's ability to continue its operation as a going concern. The Company’s shareholder has agreed to provide sufficient financial support to the Company so as to enable the Company to meet its liabilities as and when they fall due and to enable the Company to continue its business at least for the next twelve months. The execution of such financial support, in case of necessity, depends on the ability and capability of the shareholder in the next twelve months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies and Use of Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements which have been prepared in conformity with U.S. generally accepted accounting principles which requires our management to make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as revenues and expenses during the reporting period. The amounts estimated could differ from actual results.

Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. The more significant estimates relate to revenue recognition, contractual allowances and uncollectible accounts, intangible assets, accrued liabilities, income taxes, litigation and contingencies. Estimates are based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for judgments about results and the carrying values of assets and liabilities. Actual results and values may differ significantly from these estimates.

Stock Based Compensation

The Company accounts for stock-based compensation under the provisions of FASB ASC Topic 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes-Merton option pricing model (the “Black-Scholes model”). The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. We estimate forfeitures at the time of grant and revise our estimate in subsequent periods if actual forfeitures differ from those estimates.

The Company accounts for stock-based compensation awards and warrants granted to non-employees in accordance with FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete.

Allowance for Doubtful Accounts

The Company provides an allowance for doubtful accounts when management estimates collectability to be uncertain. Accounts receivable are continually reviewed to determine which, if any, accounts are doubtful of collection. In making the determination of the appropriate allowance amount, the Company considers current economic and industry conditions, relationships with each significant customer, overall customer credit-worthiness and historical experience. The Company determined that no allowance was needed at March 31, 2013 and 2012.

Inventories

Inventories consist primarily of raw materials and are valued at the lower of cost or market value with cost determined on a specific identification basis. In assessing the ultimate realization of inventories, management makes judgments as to future demand requirements compared to current or committed inventory levels. The Company’s reserve requirements generally increase/decrease due to management’s projected demand requirements, market conditions and product life cycle changes. During the first three months ended March 31, 2013 and 2012, the Company did not make any allowance for slow-moving or defective inventories.

Off-Balance Sheet Arrangements

None.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports filed, furnished or submitted under the Exchange Act. Our Chief Executive Officer and Chief Financial Officer also concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Changes in internal control over financial reporting

No significant changes were made in our internal control over financial reporting during the Company’s first quarter of 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceedings.

Item 1A. Risk Factors

RISK FACTORS

Report investors should carefully consider and evaluate each of the following considerations and all other information set forth in this Report before deciding to invest in our common stock. To the best of our knowledge and belief, all risk factors that are material to investors in making an informed judgment have been set out below. If any of the following considerations and uncertainties develops into actual events, our business, financial conditions, results of operations and prospects could be materially and adversely affected. In such cases, the trading price of our Shares could decline and you may lose all or part of your investment in our Shares.

This Report also contains forward-looking statements having direct and/or indirect implications on our future performance. Our actual results may differ materially from those anticipated by these forward looking statements due to certain factors including the risks and uncertainties faced by us, as described below and elsewhere in this Report.

RISKS RELATED TO OUR BUSINESS

Daifu is a relatively new company and may experience volatility in our business.

Daifu only started to operate in 2001 and has not achieved significant revenue through 2012. During this period, it has experienced significant challenges in expanding its business and selling its systems. The reason for the challenges is that the MWT industry was nonexistent in China until the 2001 SARS outbreak. Hospitals and medical institutions reused the medical supplies like needles. Selling used medical supplies for profit was common. Daifu had to educate medical institutions and the Chinese government about the critical need treat medical waste properly. While Daifu has seen significant improvement in the general public’s knowledge and awareness of the MWT industry, we cannot assure that the MWT industry will grow as Diafu has projected. Not meeting projections will impact Daifu's business negatively.

Our planned expansion into the Medical Waste Treatment Management Center business is a new business for us and we may experience difficulties implementing the plan.

Daifu plans to expand into the MWT center operation and management business by leveraging our industry leadership in the equipment sector. If successfully implemented, the strategy will greatly enhance our industrial and competitive position and generate recurring revenue for us. However, the MWT industry, especially the operation and management of treatment centers, is competitive and undeveloped. Because every city has one or two centers, the operators have close connections with the regulatory agency in the city. One consequence is a lack of transparency or predictability in the MWT center operation and management business. Our plan to acquire these centers may not succeed because of the lack of transparency or predictability. The failure would result in slower growth of Daifu's business than projected.

Our Oscillating Piston Engine is in the small engine industry which is highly competitive and our technology may not be well received or successful.

The small engine industry is highly competitive with respect to technology, performance, quality and availability of service/parts. There are numerous well-established competitors, including national, regional and local small engine manufacturers and distributors who have substantially greater financial, marketing, personnel and other resources than our company. There can be no assurance that we will be able to respond to various competitive factors affecting our industry and technology. The need for small engine equipment is also generally affected by changes in consumer preferences, national, regional and local economic and environmental regulations and demographic trends.

We may be unable to protect the proprietary rights to the Oscillating Piston Engine technologies, patents and intellectual property, which may hamper our ability to license and/or sell the manufacturing rights to the technology, thereby impacting our ability to earn revenues and become profitable.

Our success and ability to compete depend in part on the protection of the patents to the technology. We rely on patent and copyright laws to protect the intellectual property that was developed and have an option to acquire several patents on the technology. However, such laws may provide insufficient protection. Moreover, other companies may develop products that are similar or superior to our prototype engine, or may copy or otherwise obtain and use proprietary information we develop or use without our authorization. If a third party were to violate one or more of the patents or the new technology we develop, we may not have the resources to bring suit or protect the intellectual property underlying the patents. In the event of such a violation or if a third party appropriated any of our unpatented technology, such party may develop and market technology and/or products which we intend to develop and/or market. We would lose any revenues, which we would otherwise have received from the sale or licensing of that technology or those products. This could prevent our ever making a profit on any licensing and/or sale of any technology or products we develop. We do not currently own the intellectual property underlying the engine's technology, but rather, have an option agreement to use the technology

Policing unauthorized use of the patents, proprietary and other intellectual property rights could entail significant expense and could be difficult or impossible. In addition, third parties may bring claims of copyright or trademark infringement against us or claim that certain of our processes or features violate a patent, that we have misappropriated their technology, or formats or otherwise infringed upon their proprietary rights. Any claims of infringement, with or without merit, could be time consuming to defend, result in costly litigation, divert management attention and/or require us to enter into costly royalty and/or licensing arrangements to prevent further infringement on the technology we develop or use, any of which could increase our operating expenses and thus prevent us from becoming profitable.

Our competitive position also depends upon unpatented trade secrets. Trade secrets are difficult to protect. Our competitors may independently develop proprietary information and techniques that are substantially equivalent to the technology we use, or otherwise gain access to trade secrets we develop surrounding the engine development, such as through unauthorized or inadvertent disclosure of our trade secrets. If this occurs, our competitors may use our processes or techniques to develop competing products and bring them to market ahead of us. This could prevent us from becoming profitable. As a result of any of the aforementioned circumstances, you could suffer a total loss of any investment you make in our securities.

Daifu does not own any manufacturing facilities so our product quality and delivery time may experience negative variances.

Currently, Daifu manufactures our MWT systems through third-party OEM partners. The relationship is mutually beneficial, and we are satisfied with the quality of the manufactured systems and the price and terms. Still, because China has special requirements for pressurized containers, Daifu wants to start manufacturing directly. We are thus considering the acquisition of a special boiler company in China so that we can start to make the systems. However, no understandings, commitments or agreements are in place for the acquisition at this time, and we cannot assure that the acquisition can be completed timely on favorable terms and price. Not having our own manufacturing facilities may our hinder our future growth.

The medical waste treatment industry is heavily regulated by Chinese government and changes in government regulation may negatively impact Daifu's business.

The Chinese government has issued rules, regulations and standards for the disposal and treatment of medical waste as well as other hazardous waste. It also regulates who can operate and manage the municipal treatment centers. The standards and regulations regarding the treatment centers also change frequently. This regulatory environment creates uncertainty for us, and future changes may adversely affect our business.

Failure to achieve our acquisition strategy would impact our ability to grow.

Part of Daifu's strategy is to grow through acquisitions of other product lines, technologies or facilities that will complement or expand our existing business. We may fail to achieve this part of our business strategy. A limited number of potential targets are available in the MWT industry, including both system manufacturers and MWT centers. Daifu may not identify suitable acquisition candidates or negotiate attractive terms. In addition, Daifu may have difficulty obtaining financing necessary to complete acquisitions.

Acquisitions may dilute equity ownership and value and may result in more negatives than benefits.

Future acquisitions may involve the issuance of our equity securities that would dilute ownership interests of current shareholders. In addition, future acquisitions may adversely affect Daifu earnings or earnings per share. We also may incur additional debt or suffer adverse tax and accounting consequences from future acquisitions, and then the benefits from an acquisition may be less than the negatives. Failure to integrate acquired companies successfully could disrupt Daifu, and integration issues could distract management.

Even if we succeed in completing acquisitions, we might experience difficulties integrating the acquired businesses or assets. Acquisitions might result in unanticipated liabilities, unforeseen expenses and distraction of management’s time and attention.

Daifu now has a small number of customers, and results from operations and shareholder value could be adversely affected if we fail to acquire new customers. Daifu has a limited history of operation. As discussed before, the sale cycle for our MWT systems is time-consuming and unpredictable. Failure to achieve significant sales growth, would adversely affect future revenues and stockholder value.

Our products could be subject to product liability claims by customers and/or consumers, which would adversely affect our profit margins, results of operations and stockholder value.

Daifu's MWT system is used in hospital, medical institutions and municipal medical waste treatment centers. If our products are not properly designed or built and/or personal injuries or environmental accidents are sustained from our equipment, we could be subject to claims for damages based on theories of product liability and other legal theories. The costs and resources to defend claims could be substantial. We could be responsible for paying some or all of the damages if the claims succeed in court or through settlement. Also, our reputation could be adversely affected, whether or not the claims are successful. Any of these results would adversely affect our profit margins, results from operations and stockholder value.

Expansion of our business may put added pressure on our management and operational infrastructure impeding our ability to meet any increased demand for our system and possibly hurting our operating results.

Our business plan is to grow significantly to meet the anticipated growth in demand for our MWT systems and enter into the MWT center management business. Growth in our business may significantly strain our personnel, management, financial systems and other resources. The evolution of our business also presents numerous risks and challenges, including:

	our ability to successfully and rapidly expand sales of our system nationwide to meet the expected increased demand;
	unexpected changes in the regulatory environment of our industry;
	the costs associated with growth that are difficult to quantify, but could be significant; and
	technological change.

To accommodate the expected growth and compete effectively, daifu will need to obtain additional funding to improve information systems, procedures and controls and expand, train, motivate and manage our employees. Our operating results could be adversely affected if the needed funding is not obtained.

Our holding company structure may limit the payment of dividends to our stockholders.

We have no direct business operations, other than our ownership of our subsidiaries. While we have no current intention of paying dividends, should we decide in the future to do so, as a holding company, our ability to pay dividends and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiaries and other holdings and investments. In addition, our operating subsidiaries, from time to time, may be subject to restrictions on their ability to make distributions to us, including as a result of restrictive covenants in loan agreements, restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions as discussed below. If future dividends are paid in RMB, fluctuations in the exchange rate for the conversion of RMB into U.S. dollars may reduce the amount received by U.S. stockholders upon conversion of the dividend payment into U.S. dollars.

Chinese regulations currently permit the payment of dividends only out of accumulated profits as determined in accordance with Chinese accounting standards and regulations. Our subsidiaries in China are also required to set aside a portion of their after tax profits according to Chinese accounting standards and regulations to fund certain reserve funds. Currently, our subsidiaries in China are the only sources of revenues or investment holdings for the payment of dividends. If they do not accumulate sufficient profits under Chinese accounting standards and regulations to first fund certain reserve funds as required by Chinese accounting standards, we will be unable to pay any dividends.

The majority of our business is solely in the PRC.

All our Daifu products have been sold to the PRC market. As such, our business and prospects are susceptible to changes in the PRC MWT market that could adversely affect demand for our systems. Our business could be adversely affected if our PRC business drops, and if we are unable to make up the decline with sales outside the PRC.

Our competitiveness is dependent on our continuing Research and Development.

We emphasize research and development, in particular to develop advanced systems that lower emissions and increase efficiency of our MWT systems. Our continuing emphasis on research and development to improve product quality and develop new products to meet changing market demands is important to our future growth and prospects. We cannot assure that our R&D efforts in the development of new products will yield commercially viable products. or the sale of such products.

Achieving or maintaining our profitability and adequate working capital

We cannot assure that our achieve profitability. Our plan to expand our product line and sales force and to enter into the operation and management of MWT centers in the PRC will increase our operating costs. This increase in operating costs without a corresponding revenue increase will have a negative impact on our operating results.

We cannot assure that we will be able to secure funding on acceptable terms when required. The inability to maintain sufficient working capital to meet our business requirements, implement plans or react to changes in our business and industry will negatively affect our business and financial condition.

Relationship between Hydroclave Canada and Hydroclave China, our subsidiary

Daifu sells non-incinerator medical waste treatment products using technology developed by Hydroclave Systems Corporation, a Canadian company (“Hydroclave Canada”). Hydroclave Canada has granted in a technology transfer agreement the rights to manufacture non-incinerator medical waste treatment systems using Hydroclave Canada technology to Hydroclave China for sale only to daifu Waste Solutions and to Hydroclave Canada. The consideration for the technology transfer agreement is a 5% share ownership in Hydroclave China and 5% royalty fee payable by Hydroclave China for every product that Hydroclave China supplies to daifu Waste Solutions.

Hydroclave Canada and Hydroclave China had a dispute over the technology transfer agreement in the past, but no dispute has happened in the last three years. Nonetheless, a risk remains that a dispute with Hydroclave Canada may arise again over the technology transfer agreement.

Protection of our intellectual property

Currently Daifu has three patents on its technology registered in the PRC:

Steam-Base Medical Waste Treatment Vessel Patent by Hydroclave China Inc.

Anti-Wrapping Device Patent for Steam-Base Medical Waste Treatment Vessel by Puhua Kangjian Environmental Technology

Waste Bin Washing & Cleaning System Patent by Puhua Kangjian Environmental Technology

We also applied Mobile Steam-Base Medical Waste Treatment System by Puhua Kangjian Environmental Technology, which combines our system with tow truck.

RISKS RELATING TO OUR INDUSTRY

Competition

We face competition from local and overseas companies producers. Some competitors have longer operating histories, larger customer bases, stronger relationships with their customers, greater brand or name recognition and greater financial, technical, marketing and public relations resources than we have. Our business will be adversely affected if we are unable to compete effectively.

We compete on the basis of price, quality and brand recognition. If we are not competitive on pricing, our business and results of operations may be adversely affected. Any deficiencies in the quality of our MWT systems or the level of our service to our customers or any price war will also affect our business and results of operations.

Dependency on the hospital and medical institution industry

The principal customers for our MWT systems are hospital, medical institutions and waste disposal facilities in the PRC. Any adverse change in the outlook or growth of the hospital and medical institution industry in the PRC may adversely affect the demand for our MWT systems. Our business will also be adversely affected if we are unable to expand our customer base.

Environmental protection laws and regulations

Daifu is required to comply with the environmental protection laws and regulations promulgated by the state and local governments of the PRC and the standards applicable to the discharge of waste water, solid waste, effluents and gases. These regulations impose penalties for noncompliance. The nature of our business is that waste water and wastes are regularly discharged from our production processes.

Our OEM partners have installed waste treatment facilities in their production facilities to treat the discharges. However, there can be no assurance that we will at all times be in full compliance with the laws and regulations. Any failure by us to discharge the waste generated in the production process in could subject us to warnings, fines or other penalties. If our business operations result in environmental pollution, we will also be obliged to cure the harm caused to the environment and pay compensation to the entity or individual that suffers direct losses from the pollution. These events may negatively affect our business.

In addition, the promulgation of any new environmental laws or regulations that require us to acquire equipment or incur additional capital expenditure will increase our costs and affect the profitability of our business.

RISKS RELATING TO THE PRC

Uncertainties in PRC economic conditions that may arise from changes in government policies and social conditions

Since 1978, the PRC government has undertaken various reforms of its economic systems. The reforms have resulted in economic growth for the PRC in the last two decades. However, many of the reforms are unprecedented or experimental, and are expected to be refined and modified. Other political, economic and social factors may also lead to further adjustments to the reforms. This refinement and readjustment of policies, laws, regulations or their interpretation or implementation create uncertainty in economic conditions that may materially and adversely impact our operations in the PRC or our financial performance.

PRC laws and regulations

Our business and operations in the PRC are subject to the legal system of the PRC. The PRC legal system is a codified system with written laws, regulations, circulars, administrative directives and internal guidelines. A violation of these laws,

regulations and the like by our PRC subsidiaries will subject them to prescribed penalties. The PRC government is still developing its legal system to meet the needs of investors and to encourage foreign investment. Further, the PRC economy is generally undergoing development at a faster pace than its legal system. These two facts create uncertainty about the applicability laws and regulations. Some of the laws and regulations, and their interpretation, implementation and enforcement are still developing, and subject to policy changes. Also, precedents on the interpretation, implementation and enforcement of the PRC laws and regulations are limited, and higher court decisions in the PRC do not have any binding effect on lower courts. Thus, the results of legal disputes may not be as consistent or predictable as in other more developed countries. It may also be hard to obtain quick and equitable enforcement of laws in the PRC, or to obtain enforcement of a judgment of a court of another jurisdiction.

Compliance with the United States Foreign Corrupt Practices Act

Daifu is required to comply with the United States Foreign Corrupt Practices Act. This act prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some of our competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in mainland China. If our competitors engage in these practices, they may receive preferential treatment from governmental customers to give our competitors an advantage in securing business or from government officials who might give them priority in obtaining new licenses. These practices would put us at a disadvantage. Although we inform our employees that such practices are illegal, we cannot assure that our employees or other agents will not engage in conduct that would violate the US Foreign Corrupt Practices Act. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties under the act.

PRC foreign exchange control of dividends and other payments from our PRC subsidiary

The applicable law in respect of the conversion of RMB into other currencies is the Regulation for Foreign Exchange Controls of the PRC (“Regulation”), which came into effect on 1 April 1996 and was amended as of 14 January 1997. Under the Regulation, the conversion of RMB into foreign currencies for the use of recurring items, including the distribution of dividends and profits to foreign investors of foreign investment enterprises is permissible and foreign investment enterprises are permitted to remit foreign currencies from their foreign currency bank accounts in the PRC upon the presentation of board resolutions authorizing the distribution of profits or dividends, subject to other requirements being satisfied; and

The conversion of RMB into foreign currencies for capital items, such as repatriation of capital, repayment of loans and securities investment, is still under control.

In addition, in December 2006, the People's Bank of China promulgated the Administrative Measures for Individual Foreign Exchange, which set forth the respective requirements for foreign exchange transactions by PRC individuals under either current account or the capital account. In January 2007, the PRC State Administration for Foreign Exchange (“SAFE”) issued the Implementation Rules of the Administrative Measures for Individual Foreign Exchange, which, among other things, specified approval requirements for certain capital account transactions such as a PRC citizen's participation in employee stock ownership plans or stock option plans of an overseas publicly-listed company. On March 28, 2007, SAFE promulgated the Processing Guidance on Foreign Exchange Administration for Domestic Individuals Participating in Employee Stock Ownership Plans or Stock Option Plans of Overseas-Listed Companies. PRC citizens who are granted stock options by an overseas publicly-listed company are required, through a qualified PRC domestic agent or PRC subsidiary of such overseas publicly-listed company, to register with SAFE and complete certain other procedures.

Our PRC employees and shareholders are subject to the stock option rules and guidance. Failure to comply with the stock option rule and related rules will subject us or our PRC citizen employees participating in our stock incentive plan to fines and other legal or administrative sanctions Restrictions could be imposed on our execution of option plans, including the grant of options under the plans to our employees. The restrictions could adversely affect our ability to hire and retain employees.

Effect on our financial performance of changes of PRC laws and regulations on currency conversion

Under the present unified floating exchange rate system, the People’s Bank of China publishes a daily exchange rate for the RMB based on the previous day dealings in the inter-bank foreign exchange market. Under this unified floating exchange rate system, fluctuations in the exchange rate of the RMB against other currencies are to some extent subject to market forces. Moreover, no assurance can be given that the RMB will not be subject to devaluation or depreciation from administrative or legislative intervention by the PRC government or adverse market movements. A devaluation of the RMB may adversely affect our cash flow position in the repayment of any foreign currency debt. Conversely, an appreciation of RMB could lead to a reduction in the prices of imported products that would adversely our competitiveness against foreign MWT systems imported to the PRC. Expected increase in competition following the PRC’s entry into the World Trade Organization (WTO) The PRC has gained entry into the WTO. The entry may result in the lowering or elimination of trade tariffs and import controls on imports of foreign MWT products into the PRC may be lowered or removed. A reduction of import tariffs and barriers will tend to increase competition from competitive foreign MWT products. The increased competition may result in lower prices and profitability for daifu's MWT systems.

Risks relating to an investment in our common stock

Our directors, certain of our shareholders and their affiliates, who will in aggregate own approximately 73% of our enlarged share capital and Common Stock equivalents (including the shares underlying the Rotoblock Warrants)., will retain significant control, which will allow them to influence the outcome of matters submitted to stockholders for approval. As a result, these persons, if they act together, will be able to exercise significant influence over all matters requiring stockholder approval, including the election of Directors and approval of significant corporate transactions, and will have veto power in respect of any stockholder action or approval requiring a majority vote. Such concentration of ownership may also have the effect of delaying, preventing or deterring a change in control of our Company which may not benefit all stockholders.

There may not be sufficient liquidity in the market for our securities in order for investors to sell their securities

We have currently only a limited public market for our Common Stock, which is listed on the Over-the-Counter Bulletin Board. No assurance can be given that a trading market will develop further or be maintained in the future.

The price of our Common Stock may be volatile, which could result in substantial losses for stockholders

The market price of our Common Stock may be highly volatile and could be subject to wide fluctuations in response to variations in operating results. These fluctuations may be exaggerated if the trading volume of the stock is low. In addition, the market price of our Common Stock may also rise and fall as a result of, among others, the following factors, some of which are beyond our control:

(i) the success of our management team in implementing business and growth Strategies;

(ii) gain or loss of an important business relationship;

(iii) changes in analysts’ recommendations or perceptions;

(iv) changes in general economic conditions or stock market sentiments or other events or factors;

(v) changes in share prices or prospects of companies with similar businesses as our Group that are listed in Singapore or elsewhere; and broad stock market fluctuations.

Future sales of our common stock could adversely affect our share price

Our directors and controlling shareholders collectively hold approximately 73% percent of our issued and outstanding Common Stock and Common Stock equivalents (including the shares underlying our Warrants). Any sale of our Common Stock by our directors and substantial shareholders could cause the price of the Common Stock to fall and may thereby also affect our ability to raise funds through issuance of equities or other forms of securities. Our securities are highly speculative and involve a high degree of risk, including among other items the risk factors described below. You should carefully consider the following risk factors and other information in this report before deciding to invest in our securities.

Item 1B. Unresolved Staff Comments

None.

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

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

At the present time we do not have a standing committee or a committee performing similar functions. In addition, at the present time, we do not have a defined policy or procedure for shareholders to submit recommendations or nominations for directors. We do not currently have any specific or minimum criteria for the selection of nominees to the Board of Directors and the Board does not have any specific process or procedure for evaluating such nominees. The Board of Directors assesses all candidates, whether submitted by management or shareholders and make recommendations for election or appointment.

Item 6. Exhibits

(b) Exhibits.

Exhibit Number		Description

31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14/15d-14 of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14/15d-14 of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: May 13, 2013

By: /s/ Chien Chih Liu

Name: Chien Chih Liu

Title: Chief Executive Officer (Principal Executive Officer)

Dated: May 13, 2013

By: /s/ Chow Chu Andrew Keung

Name: Chow Chu Andrew Keung

Title: Chief Financial Officer (Principal Financial and Accounting Officer

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