Attached files
| file | filename |
|---|---|
| 8-K/A - FORM 8-K/A - Novus Robotics Inc. | nrbt_8ka.htm |
| EX-99.1 - AUDITED FINANCIAL STATEMENTS OF D&R TECHNOLOGIES INC - Novus Robotics Inc. | nrbt_ex991.htm |
EXHIBIT 99.2
Unaudited Pro Forma Combined Financial Information
of Ecoland International Inc. (Nevada) and D&R Technologies Inc. (Canada)
for the Year Ended December 31, 2011
|
Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2011
|
J-1
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|||
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Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2011
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J-2
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|||
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Notes to Pro Forma Financial Information
|
J-3
|
J-i
Ecoland International Inc.
Pro-Forma Consolidated Balance Sheet
December 31, 2011
(unaudited)
|
Ecoland
International Inc. |
D&R
Technologies Inc. |
Pro-Forma
Adjustments
|
Pro-Forma
Consolidated
|
|||||||||||||
|
ASSETS
|
||||||||||||||||
|
Current assets:
|
||||||||||||||||
|
Cash
|
$
|
2,849
|
$
|
969,502
|
$
|
-
|
$
|
972,351
|
||||||||
|
Accounts receivable
|
12
|
367,136
|
-
|
367,148
|
||||||||||||
|
Inventory
|
194
|
798,066
|
-
|
798,260
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||||||||||||
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Due from related party
|
6,254
|
-
|
( 6,254)
|
(1)
|
-
|
|||||||||||
|
Taxes recoverable
|
-
|
39,063
|
-
|
39,063
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||||||||||||
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Prepaid expense
|
-
|
2,870
|
-
|
2,870
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||||||||||||
|
Security deposits
|
-
|
14,450
|
-
|
14,450
|
||||||||||||
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Fixed assets, net of depreciation
|
-
|
147,380
|
-
|
147,380
|
||||||||||||
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Total assets
|
$
|
9,309
|
$
|
2,338,467
|
$
|
(6,254
|
)
|
$
|
2,341,522
|
|||||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||||||||||
|
Current liabilities:
|
||||||||||||||||
|
Accounts payable
|
$
|
29,610
|
$
|
254,799
|
$
|
(29,610)
|
(3)
|
$
|
254,799
|
|||||||
|
Due to related party
|
-
|
6,254
|
(6,254)
|
(1)
|
-
|
|||||||||||
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Notes payable
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251,661
|
-
|
(66,061)
|
(3)
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185,600
|
|||||||||||
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Notes payable - related
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361,740
|
-
|
(361,740
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)(2)
|
-
|
|||||||||||
|
Deferred revenue
|
-
|
1,277,005
|
-
|
1,277,005
|
||||||||||||
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Warranty provision
|
-
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49,165
|
-
|
49,165
|
||||||||||||
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Total liabilities
|
643,011
|
1,587,223
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(463,665
|
)
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1,766,569
|
|||||||||||
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Stockholders' equity:
|
||||||||||||||||
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Common stock
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88,650
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-
|
-
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88,650
|
||||||||||||
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Additional paid-in capital
|
316,849
|
-
|
(316,849
|
)(4)
|
-
|
|||||||||||
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Accumulated other comprehensive income
|
17,160
|
81,677
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(17,160
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)(5)
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81,677
|
|||||||||||
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Retained earnings (accumulated deficit)
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(1,056,361
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)
|
669,567
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791,420
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(6)
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404,626
|
||||||||||
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Total stockholders' equity (deficit)
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(633,702
|
)
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751,244
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457,411
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574,953
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|||||||||||
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Total liabilities and stockholders' equity
|
$
|
9,309
|
$
|
2,338,467
|
$
|
(6,254
|
)
|
$
|
2,341,522
|
|||||||
J-1
Ecoland International Inc.
Pro-Forma Consolidated Statement of Operations
For the Year Ended December 31, 2011
(unaudited)
|
Ecoland
International Inc.
(Nevada Corp.)
|
D&R
Technologies, Inc.
(Canada Corp)
|
Pro-Forma
Adjustments
(7)
|
Pro-Forma
Consolidated
|
|||||||||||||
|
Revenue
|
$
|
4,115
|
$
|
3,620,878
|
$
|
(4,115
|
)
|
$
|
3,620,878
|
|||||||
|
Cost of goods sold
|
2,495
|
2,350,570
|
(2,495
|
)
|
2,350,570
|
|||||||||||
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Gross profit
|
1,620
|
1,270,308
|
(1,620
|
)
|
1,270,308
|
|||||||||||
|
General and administrative
|
116,166
|
687,290
|
(116,166
|
)
|
687,290
|
|||||||||||
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Professional fees
|
18,754
|
39,310
|
(18,754
|
)
|
39,310
|
|||||||||||
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Net income (loss) from operations
|
(133,299
|
)
|
543,708
|
133,299
|
543,708
|
|||||||||||
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Other (income) expense:
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||||||||||||||||
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Interest
|
46,634
|
-
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(46,634
|
)
|
-
|
|||||||||||
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Forgiveness of debt
|
(359,477
|
)
|
-
|
359,477
|
-
|
|||||||||||
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(312,843
|
)
|
-
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312,843
|
-
|
||||||||||||
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Net income before income taxes
|
179,544
|
543,708
|
(179,544
|
)
|
543,708
|
|||||||||||
|
Income tax expense
|
-
|
(78,742
|
)
|
-
|
(78,742
|
)
|
||||||||||
|
Net income
|
$
|
179,544
|
$
|
464,966
|
$
|
(179,544
|
)
|
$
|
464,966
|
|||||||
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Basic and diluted earnings per share
|
$
|
0.00
|
$
|
0.00
|
(8
|
)
|
$
|
0.00
|
||||||||
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Weighted average number of shares outstanding
|
88,650,000
|
59,000,000
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88,650,000
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|||||||||||||
J-2
ECOLAND INTERNATIONAL INC. (NEVADA) AND D&R TECHNOLOGIES INC. (CANADA)
NOTES TO PRO-FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2011
1. BASIS OF PRESENTATION FOR PRO-FORMA FINANCIAL STATEMENTS
On February 1, 2012, Ecoland International Inc. (“Ecoland” or the “Company”), a Nevada corporation, issued 59,000,000 common shares to acquire 100% of the common shares of D&R Technologies Inc. (“D&R”), a Canadian Corporation. Additionally, a former officer and director of Ecoland agreed to waive a note payable in the amount of $359,477 and cancel 59,000,000 shares of common stock.
Upon closing of the share exchange with Ecoland, there will be a change in control and a change in the business of the Company. The acquisition will be treated as a reverse merger and will be recorded as a recapitalization.
The unaudited pro-forma condensed consolidated financial statements have been developed from the unaudited records of Ecoland as of and for the year ended December 31, 2011 and the audited financial statements of D&R as of and for the year ended December 31, 2011.
The unaudited pro-forma condensed consolidated balance sheet as of December 31, 2011 is based upon the historical financial statements of Ecoland and D&R. The unaudited pro-forma condensed consolidated balance sheet is presented as if the merger had occurred on December 31, 2011.
The unaudited pro-forma condensed consolidated statement of operations for the year ended December 31, 2011 is based upon the historical financial statements of Ecoland and D&R, after giving effect to the reverse merger acquisition. The unaudited pro-forma condensed consolidated statement of operations is presented as if the acquisition had occurred at the beginning of the period.
Historical stockholders' equity of D&R prior to the recapitalization has been retroactively restated for the equivalent number of shares received in the merger after giving effect to any difference in par value of the issuer's and D&R’s stock with an offset to retained earnings. The offset was to retained earnings as D&R did not have an additional paid-in capital balance. Retained earnings of D&R have been carried forward after the transaction and earnings per share for periods prior to the merger are retroactively restated to reflect the number of equivalent shares received by the acquiring company.
J-3
2. PRO-FORMA ADJUSTMENTS
The pro-forma adjustments included in the unaudited condensed consolidated financial statements are as follows:
|
1.
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The net effect of the elimination of all related party balances between Ecoland and D&R.
|
|
2.
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In accordance with the terms and provisions of the Termination Agreement, the entry is to eliminate amounts due and owing under the employment agreement and the Note Payable to Wallace which were waived by Wallace, former CEO.
|
|
3.
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In accordance with the terms and provisions of the share exchange agreement, Ecoland warranted and represented that based upon negotiations and discussions with Ms. Boyle and Messrs. Russell and Treanor, the Convertible Notes would be assigned and transferred at closing to certain individuals and in those denominations as specified by D&R Technology. Representing a total of $185,600 in convertible notes have been assigned and carried over. All other liabilities of Ecoland prior to this transaction will be settled by the former owners of Ecoland.
|
|
4.
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The net of the retroactive effect of the reverse merger, fully eliminating additional paid-in capital of Ecoland as D&R had a zero balance.
|
|
5.
|
Elimination of accumulated other comprehensive income history of Ecoland.
|
|
6.
|
The net effect of the retroactive effect of the reverse merger and the elimination of the operational history of Ecoland to retained earnings.
|
|
7.
|
Elimination of operating history of Ecoland due to recapitalization treatment of the reverse merger of Ecoland and D&R.
|
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8.
|
The Company is to issue 59,000,000 shares of common stock to the owners of D&R and cancel 59,000,000 shares of common stock held by the former owners of Ecoland pursuant to the reverse merger transactions. The 29,650,000 shares of common stock that remain outstanding after the cancelled shares are treated as if they were issued by D&R the acquiring Company
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3. STOCKHOLDERS’ EQUITY
Ecoland is authorized to issue 100 shares of its $0.001 par value Series A preferred stock, 1,000,000 shares of its $0.001 par value Series B preferred stock and 500,000,000 shares of its $0.001 par value common stock.
On February 1, 2012, Ecoland issued 59,000,000 shares of its $0.001 par value common stock in exchange for 100% of D&R’s common shares and cancelled 59,000,0000 common shares.
Upon closing of the acquisition, the Company had 88,650,000 shares of common stock issued and outstanding. The pro-forma condensed consolidated balance sheet as of December 31, 2011 is presented as if the reverse merger acquisition had occurred on December 31, 2011.
J-4