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EX-32.1 - EXHIBIT 32.1 - UNWALL INTERNATIONAL INCex32_1.htm
EX-31.1 - EXHIBIT 31.1 - UNWALL INTERNATIONAL INCex31_1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
x     Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended November 30, 2012
¨  Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _________ to _________
 
Commission file number: 000-53156
 
UNWALL INTERNATIONAL INC.
(Name of issuer in its charter)
 
Nevada
 
45-0588917
(State or other jurisdiction of incorporation or
 
(IRS Employer Identification No.)
 organization)
   
     
Suite 325 – 7582 Las Vegas Blvd South,
Las Vegas, NV89123
 
89107
(Address of principal executive offices)
 
(Zip Code)
     
Issuer's telephone Number 
   1-702-560-4373    
 
     
Securities registered under Section 12(b) of the Exchange Act: None
 
Securities registered pursuant to section 12(g) of the Act:

Common Stock, $0.001 par value Common
   
(Title of class)
   
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  YES ¨   NO x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  YES ¨ NO x
 
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 ¨
 
 
1

 
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this form and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ¨.
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer    ¨
Accelerated filer       ¨
Non-accelerated filer      ¨
Smaller reporting company     x
   
  (Do not check if a smaller reporting company) 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ¨Yes  x No
 
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants’ most recently completed second fiscal quarter. The aggregate market value held by non-affiliates as at February 28, 2013 was approximately $2,962,932.
 
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: The Registrant had 23,818,046 shares of common stock outstanding as of February 28, 2013.
 


 
2

 
 
Contents
 
PART I
   
4
5
8
8
8
8
     
PART II
   
9
10
10
14
15
16
16
17
     
PART III 
   
17
19
21
22
22
23
  24

 
3

 
 
PART I
 
Note regarding forward-looking statements
 
This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:
 
•     general economic and business conditions, both nationally and in our markets,
 
•     our expectations and estimates concerning future financial performance, financing plans and the impact of competition,
 
•     our ability to implement our growth strategy, • anticipated trends in our business,
 
•     advances in technologies, and
 
•     other risk factors set forth herein.
 
In addition, in this report, we use words such as "anticipates," "believes," "plans," "expects," "future," "intends," and similar expressions to identify forward-looking statements.
 
As used in this current report, the terms “we”, “us”, “our” and the “company” refer to Unwall International Inc. and our wholly-owned subsidiary, Unwall Technologies Holdings Sdn. Ghd.
 
We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Annual Report on Form 10K. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.
 
 
History
 
Our company was incorporated in the State of Nevada on June 7, 2007. From incorporation until 2009 we were a distributor of an electronic non-invasive acupuncture pen as an alternative to traditional needles used during acupuncture treatments. We did not generate revenues from sale of the acupuncture pen and, upon further market research, it was determined that pursuing the marketing and sale of this product was not as profitable as previously projected. Therefore, all efforts relating to the distribution and marketing of the acupuncture pen ceased.  In 2009, the Company entered the business of marketing certain energy conversion and waste disposal pyrolysis technology and systems.  This business was discontinued by March 2011.
 
 
4

 
 
Current Business

On October 30, 2012, we completed the incorporation and registration of Unwall Technologies Holdings SDN.BHD, a wholly-owned Malaysian subsidiary (“Unwall Technologies”), which commenced operations to offer mobile apps through its website, www.uwii.org .  The website is expected to become operational in the first half of 2013, and, with the features provided by the mobile apps, users will be able to view / post status, view / post photos, chat with friends and play games using their mobile devices.  The Company also intends to add web-enabled games to the website.  Marketing campaigns are planned to promote the website in Indonesia and in China during 2013. The Company expects to begin generating revenue through web advertisement in 2013.
    
We have not been involved in any bankruptcy, receivership or similar proceeding.
 
 
Any of the following risks could materially adversely affect our business, financial condition, or operating results.
 
All parties and individuals reviewing this Annual Report on Form 10K and considering us as an investment should be aware of the financial risk involved. When deciding whether to invest or not, careful review of the risk factors set forth herein and consideration of forward-looking statements contained in this registration statement should be adhered to. Prospective investors should be aware of the difficulties encountered as we face all the risks including competition, and the need for additional working capital. The likelihood of our success must be considered in light of the problems and expenses that are frequently encountered in connection with operations in the competitive environment in which we will be operating.
 
***You should read the following risk factors carefully before purchasing our common stock. ***
 
The Company likely will require continuing financial support from its officers, directors or principal stockholder to sustain operations, but such support is not assured
 
The Company’s principal business, as carried out by Unwall Technologies, will require significant cash advances from its officers, directors or principal stockholder to pay operating expenses, general and administrative costs and the substantial fees and expenses of the Company being a public company.  These advances will  be booked as debt owed to the officers, directors or principal stockholder, and the Company may issue stock in payment of the advances.

Although making such advances would be in the interest of our officers, directors and principal stockholder, they are not required to do so and have not funded a credit line or other facility to ensure the Company’s access to capital as needed.

 The Company will rely on its one directors to manage the Company, and Their Decisions May Present Potential Conflicts of Interest.

Tesheb Casimir is our only officer and director.  All stockholders will have to rely solely on his judgment as to how best manage the Company and develop and grow the business of Unwall Technologies.

 Our Common Stock represents an illiquid investment, and there are risks associated with investing in companies trading on the over-the-counter bulletin board.
 
Although the Company is approved for trading on the Over-The-Counter Bulletin Board, for over 12 months trading has been sporadic and low volume.  We cannot be certain that a sufficiently active market will develop to allow you to sell your shares. Accordingly, a purchase of the shares must be considered a long term investment and only for investors who can tolerate the loss of their entire investment.  In addition to the risks of investing in our stock, there are separate risks associated with investing in and trading the stock of companies listed on the OTC BB, including:
 
 
·
Absence of listing standards.  Companies listed on NASDAQ or national stock exchanges have to maintain strict standards of corporate governance (a majority of independent directors, and audit, compensation, and nominating committees comprised of independent directors), a minimum stock price, and various matters which have to be approved by shareholders.  OTC BB traded companies are not subject to such standards.
 
 
5

 
 
 
·
Inefficient trading and lower liquidity.  Stockholders of OTC BB companies frequently have difficulty in getting buy/sell orders filled promptly, and/or at expected prices.
 
 
·
Lower trading volume.  Though some OTC BB companies experience occasional periods of heavy trading, many OTC BB companies have lower trading volume, which contributes to the illiquidity of investing in such companies.
 
The OTC Bulletin Board is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTC Bulletin Board. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Bulletin Board.
 
 Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Bulletin Board has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in the OTC Bulletin Board is that the issuer be current in its SEC reporting requirements, and that the issuer obligate itself to file periodic reports and otherwise comply with those provisions of the 1934 Act applicable to it. Investors may have greater difficulty in getting orders filled because our stock trades on the OTC Bulletin Board rather than on NASDAQ. Investors’ orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities. Investors must contact a broker-dealer to trade OTC Bulletin Board securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker.

OTC Bulletin Board transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the Bulletin Board, they are conducted by telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders for an order to buy or sell a specific number of shares at the current market price, the price of a stock may go up or down significantly during the lapse of time between placing a market order and getting execution.

Because OTC Bulletin Board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.  See also “Risk Factors Associated with Investing in Reverse Merger Companies.”
 
Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase our common stock
 
It is extremely unlikely that the Company will have positive earnings in the future.  And it is unlikely that a reverse merger with an operating company will result in earnings sufficient to pay dividends.  It is much more likely that such future earnings would be retained to finance the business.  In any event, payment of any future dividends will be at the sole discretion of the future Board of Directors (following a reverse merger), taking into account the merged companies’ revenues, financial condition, operating results, cash needs, growth plans and other factors. Accordingly, investors that are seeking cash dividends should not purchase our Common Stock.
 
Because we will be subject to the “Penny Stock” rules once our shares are quoted on the Over-the-Counter Bulletin Board, the level of trading activity in our stock may be reduced
 
Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the SEC. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on Nasdaq). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.
 
 
6

 

Risks Related to Doing Business in Malaysia

Malaysia suffers from endemic corruption.

There have been numerous high-profile corruption cases.  Allegedly, market-based principles are not applied incases involving individuals with high – level political access.  It is alleged that Malaysian business executives rank corruption as one of the most problematic factors for doing business in Malaysia.  The government has recognized the problem and promised to curb corruption, but the results have so far not met expectations.  As a United States company, the Company is subject to United States laws making it illegal to pay bribes to foreign officials, which may make the Company less competitive in winning business in Malaysia in competition with non-United States companies.

Malaysia suffers from political favoritism and a judiciary that is allegedly not independent.

It has been alleged that, in public procurement, there is local favoritism which is fostered by a secretive procuremen procedure.  There is allegedly also preference for businesses owned by “bumiputera,” which are ethnic Malays and other Malaysian indigenous peoples.  Additionally, the judiciary is reportedly not independent and there have been alleged instances of selective prosecution, preferential treatment and arbitrarily or politically motivated verdicts.  Any of these factors could disfavor an American company, such as Unwall

Risks Related to Doing Business in Indonesia.

Reported risks of doing business in Indonesia are similar to Malaysia, but allegedly much worse, with the country historically reported to be riddled with endemic corruption.  Again, to the extent that these reports are true, the Company could be very seriously disadvantaged as an American company prohibited by law from bribing foreign officials.
 
 
Risks Related to Doing Business in China
 
Certain important certificates, permits, and licenses are subject to PRC governmental control and renewal, and the failure to obtain renewal would adversely impact our business.
 
It is likely that we will be doing business in the Peoples Republic of China (PRC) as well as in Indonesia and Malaysia . Doing business in the PRC is subject to compliance with numerous permits and licenses.  Licenses and permits must be complied with and renewed periodically.  During the application or renewal process, businesses will be evaluated and re-evaluated by the appropriate governmental authorities and must comply with the prevailing standards and regulations, which may change from time to time. In the event that the company with which were merger is not able to obtain or renew the certificates, permits and licenses, all or part of the combined companies’ PRC operations may be suspended by the government, which would have a material adverse effect on our business and financial condition. Furthermore, if escalating compliance costs associated with governmental standards and regulations restrict or prohibit any part of the operations, it may adversely affect our results of operations and profitability.
 
 
7

 
 
Uncertainties with respect to the PRC legal system could limit the legal protections available to you and us.
 
The combined companies’ PRC operations generally will be subject to laws and regulations applicable to foreign invested enterprises in China. The PRC legal system is based on written statutes, and prior court decisions may be cited for reference but have limited precedential value. Since 1979, a series of new PRC laws and regulations have significantly enhanced the protections afforded to intellectual property rights and various forms of foreign investments in China. However, since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to you and us. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.
 
 
Since the primary assets of Unwall Technologies are located outside the United States,  it will be extremely difficult to acquire jurisdiction and enforce liabilities against the Company and our officers, directors and assets based in China.
 
Although the Company is a Nevada corporation, our officers and directors reside outside of the United States and all our assets are located outside the United States.  As a result, it may be difficult or impossible to effect service of process within the United States upon the directors or officers, or enforce against any of them court judgments obtained in United States’ courts, including judgments relating to United States federal securities laws.  In addition, there is uncertainty as to whether the courts of the PRC or Hong Kong would recognize or enforce judgments of United States’ courts obtained against us predicated upon the civil liability provisions of the securities laws of the United States, or have jurisdiction to hear original actions brought in the United States predicated upon the securities laws of the United States. Furthermore, it would be extremely difficult to access those assets to satisfy an award entered against us in United States courts.
 
 
None
 
 
Principal Business Office
 
Our principal business office is a shared office services facility located at 7582 Las Vegas, Nevada 89123. Our resident agent office is located at Suite 255, 6623 Las Vegas Blvd South, Las Vegas, Nevada 89119.
 
The Company currently does not have any formal rent agreements on its office premises located in Nevada.
 
 
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

 
We do not engage in mining operations and accordingly have no information to disclose concerning mine safety.
 
 
8

 
  
PART II
 
 
Market Information
 
We are quoted on the OTC Bulletin Board under the symbol “UWII” .  The following table sets forth the high and low bid price per share of our common stock for the periods presented.
 
  
 
Quarter Ended
 
High
   
Low
 
             
February 29, 2012
 
$
3.00
   
$
0.01
 
May 31, 2012
 
$
3.00
   
$
2.40
 
August 31, 2012
 
$
3.00
   
$
1.25
 
November 30, 2012
 
$
3.60
   
$
1.01
 
 
Stockholders of Our Common Shares
 
As of November 30, 2012, we had 23,818,046 shares of our common stock outstanding and 750,000 shares of our Series A Preferred Stock outstanding.
 
Our common shares are issued in registered form. The registrar and transfer agent for our shares of common stock is Quicksilver Stock Transfer, with an address of 6623 Las Vegas Boulevard, South Street, 255, Las Vegas Nevada, 89119, Telephone: 702-629-1883, Facsimile: 702-562-9791.
 
Dividend Policy
 
 We have not declared or paid any cash dividends on our common stock or other securities and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deem relevant.
 
Securities Authorized For Issuance Under Equity Compensation Plans
 
Except as disclosed below, we do not have an equity compensation plan in favor of any director, officer, consultant or employee of our company.
 
Stock Option Plan
 
On September 23, 2009, our Board of Directors adopted a stock option plan (the “2009 Stock Option Plan”). The 2009 Stock Option Plan provides for the issuance of up to 13,334 shares to assist us in retaining those officers, employees, consultants or directors whose services would contribute to our success. As of November 30, 2012 there were no options granted.
 
Repurchase of Equity Securities by the Issuer and Affiliated Purchasers
 
We did not repurchase any of our shares of common stock or other securities during our fiscal year ended November 30, 2012.
 
 
9

 
 
 
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
 
 
Cautionary Notice Regarding Forward Looking Statements
 
We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.
 
Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in our next Annual Report on Form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
 
The following discussion should be read in conjunction with our financial statements and the related notes included herein. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this report, particularly in the section entitled “Risk Factors”.
 
Our financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
OVERVIEW.
 
Critical Accounting Estimates
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The application of GAAP involves the exercise of varying degrees of judgment. The resulting accounting estimates will not always precisely equal the related actual results. Management considers an accounting estimate to be critical if:
 
-     assumptions are required to be made; and
-     changes in estimates could have a material effect on our financial statements.  
 
 
10

 
 
We have determined that none of the estimates meet those criteria of a significant estimate.
 
Cash Requirements
 
Over the next twelve months we intend to use any funds that we may have available to fund our operations.
 
Not accounting for our working capital deficiency of $(150,693) as of November 30, 2012, we require additional funds of approximately $270,000 at a minimum to proceed with our plan of operation over the next twelve months. As we do not have the funds necessary to cover our projected operating expenses for the next twelve month period, we will be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities.
 
Our auditors have issued a going concern opinion for our year ended November 30, 2012. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. As we had cash in the amount of $10,169 and a working capital deficiency in the amount of $(150,693) as of November 30, 2012, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. We plan to complete debt financings and/or private placement sales of our common stock in order to raise the funds necessary to pursue our plan of operation and to fund our working capital deficit in order to enable us to pay our accounts payable and accrued liabilities. We currently do not have any arrangements in place for the completion of any debt financings or private placement financings and there is no assurance that we will be successful in completing any debt financing or private placement financing.
 
Purchase of Significant Equipment
 
We do not intend to purchase any significant equipment over the twelve months ending November 30, 2013.
 
Research and Development
 
We do not intend to allocate any funds to research and development over the twelve months ending November 30, 2013.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operation
 

The following is an analysis of our revenues and gross profit, details and analysis of components of expenses, and variances from November 30, 2011 to November 30, 2012.
 
   
Year Ended
 
   
November 30
 
   
2012
   
2011
 
Revenue
Sales – retail
  $ 0     $ 0  
Selling and Administrative
Expenses / Cost of Sales
  $ 107,121     $ 419,451  
Net Loss from Operations
    (107,121 )     (419,451 )
                 
Other income -settlement
With Magnum Group
    -       380,376  
Net (loss)
  $ (107,121 )   $ (39,075 )
  
 
11

 
 
Other income
 
During the year ended November 30, 2011 we entered into a settlement with Magnum Group International in which $476,376 of debt was cancelled in exchange for the transfer of all of our stock ownership in Quadra Energy Systems, Inc.
 
Expenses
 
Our expenses for the fiscal year ended November 30, 2012 and 2011 are as follows:
 
   
November 30
 
   
2012
   
2011
 
Consultation Fees
 
$
-
   
$
361,650
 
Office / General Administrative
   
15,941
     
0
 
Professional Fees
   
29,257
     
54,018
 
Rent or lease of buildings
   
3,392
     
0
 
Payroll
   
35,601
     
0
 
Investor Relations Expense
   
-
     
-
 
Other
   
22,930
     
3,783
 
   
$
107,121
   
$
419,451
 
 
 
For the year ended November 30, 2012, our total operating expenses were $107,121 as compared to $419,451  for the year ended November 30, 2011. The decrease in operating expenses is primarily due to the elimination of consultation expense and debt settlement expense, partly offset by normal operating expense such as rent, payroll and general and administrative expense.
 
Professional Fees
 
We incurred a total of $ 29,257 in professional fees including audit and review fees,  bookkeeping fees and legal fees consisting mostly of preparation of SEC filings. Our audit and legal fees are expected to vary.
 
Liquidity and Capital Resource
 
Working Capital
 
   
At
   
At
 
   
November 30,
   
November 30,
 
   
2012
   
2011
 
             
Current Assets
 
$
10,169
   
$
0
 
Current Liabilities
 
$
160,862
   
$
 17,626
 
Working Capital
 
$
(150,693
 
$
 (17,626
)
 
 
12

 
 
Cash Flows
 
   
At
   
At
 
   
November 30,
   
November 30,
 
   
2012
   
2011
 
             
Net Cash Consumed by Operating Activities
 
$
(99,866_______
)
 
$
(28,250
)
Net Cash Consumed by Investing Activities
 
$
(23,519
)
 
$
(
 
Net Cash Provided by Financing Activities
 
$
133,530_
   
$
26,202
 
Currency Effect
   
24
 
       
Net Cash Provided (Comsumed)
   
10,169
     
(2,048
)
 
 
 
Working Capital Needs:
 
As of November 30, 2012, we had a negative working capital of $ (150,693). Over the next 12 months, we will require approximately $270,000 to sustain our working capital needs as follows:
 
Professional fees
 
$
20,000
 
Other
   
5,000
 
Unwall Technologies Operating Expense  
   
245,000 
 
         
Total
 
$
270,000
 
 
Sources of Capital:
 
We expect to obtain financing through shareholder loans. Shareholder loans will be without stated terms of repayment or interest. We will not consider taking on any long-term or short-term debt from financial institutions in the immediate future. Shareholders loans may be granted from time to time as required to meet current working capital needs. We have no formal agreement that ensures that we will receive such loans. We may exhaust this source of funding at any time.
 
Cash Flows
 
Operating Activities:
 
Net cash consumed by operating activities was $99,866  in 2012 and $28,250 in 2011.
 
Year ended November 30, 2012

Our cash needs increased during the year ended November 30, 2012 to ($123,385) primarily as a result of the establishment and growth of Unwall Technologies.

Year ended November 30, 2011
 
Our cash needs for operating activities of ($28,250) were more or less at the level that management expects is necessary to maintain us as a public company.
 
 
13

 
 
Investing and Financing Activities:
 
For the fiscal year ended in 2012 we invested $23,519 for computer equipment.  For the fiscal year ended in  2011, we had no investing activities.
 
Our cash flows from financing activities were $133,530 for the fiscal year ended November 30, 2012 compared to  $26,202 for the fiscal year ended November 30, 2011, which was provided by shareholder loans  to fund our working capital needs. Additional capital is required in order to fund our working capital needs and we may receive additional financing through shareholder loans although we have no formal commitments from any shareholders at this time. We will not be considering taking on any long-term or short-term debt from financial institutions in the immediate future. Shareholder and consultant loans may be granted from time to time as required to meet current working capital needs. We have no formal agreement that ensures that we will receive such loans. We may exhaust this source of funding at any time.
 
Material Commitments
 
We do not have any material commitments for capital expenditures.
 
Seasonal Aspects
 
Management is not currently aware of any seasonal aspects which would affect the results of our operations during any particular time of year.
 
Off Balance Sheet Arrangements
 
We have no off balance sheet arrangements.
 
Going Concern
 
We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.
 
 
As a “smaller reporting company”, we are not required to provide the information required by this Item.
 
 
14

 
 
 
 
November 30, 2012 and 2011
 


 
 
 
 
 
15

 
 
  
To the Board of Directors and Shareholders of Unwall International Inc.
 
We have audited the accompanying consolidated balance sheets of Unwall International Inc (a development stage company) as of November 30, 2012 and 2011, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for years ended November 30, 2012 and 2011 and the period from September 1, 2012 (inception of development stage) through November 30, 2012.  These financial statements are the responsibility of the Company management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted the audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate under the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Unwall International Inc (a development stage company) as of November 30, 2012 and November 30, 2011, and the results of its operations and cash flows for the years ended November 30, 2012 and November 30, 2011 and the period from September 1, 2012 (inception of development stage) through November 30, 2012 in conformity with U.S. generally accepted accounting principles.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, at November 30, 2012, the Company had an accumulated deficit of $ 6,735,195 and has a history of continuing losses. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts or classification of liabilities that might be necessary should the Company be unable to continue in operation.
 
/s/ Jeffrey & Company, Certified Public Accountants
 
  March 27, 2013
 
Wayne, New Jersey
 
 
F-1

 
 
(A Development Stage Company)
 
CONSOLIDATED BALANCE SHEETS
NOVEMBER 30, 2012 AND 2011
 
   
             
   
2012
   
2011
 
ASSETS
       
 
 
             
Current Assets:
           
Cash
  $ 10,169     $  -  
             Total current assets
     10,169        -  
                 
Fixed Assets:
               
    Property plant and equipment
    23,574       -  
    Less:  accumulated depreciation
    (59 )     -  
        Net property plant and equipment
    23,515       -  
Other Assets
               
            Deposits
    2,267       -  
                         Total Assets
  $ 35,951     $  -  
                 
LIABILITIES AND SHAREHOLDERS' DEFICIT
               
                 
Current Liabilities:
               
Accounts payable    
  $ 9,146     $ -  
Deferred revenue
    1,314       -  
Due to shareholder 
    150,402       16,626  
Accrued expenses
    -       1,000  
            Total liabilities
    160,862       17,626  
       
               
Shareholders’ Deficit:
               
Preferred stock - Class A – authorized, 100,000,000
               
    shares of $.001 par value; issued and outstanding,
               
    750,000
    750       750  
Common stock – authorized, 100,000,000
               
    shares of $.001 par value; issued and outstanding,
               
    23,818,046
    23,818       23,818  
Capital in excess of par value
    6,585,880       6,585,880  
Deficit accumulated prior to development stage
    (6,650,388 )     (6,628,074 )
Deficit accumulated during the development stage
    (84,807 )     -  
Accumulated other comprehensive loss
    (164 )     -  
                Total shareholders deficit
    (124,911 )     (17,626 )
                 
                        Total Liabilities and Shareholders’ Deficit
  $ 35,951     $ -  
 
  The accompanying notes are an integral part of these financial statements.
 
 
F-2

 
  
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED NOVEMBER 30, 2012 AND 2011

   
 
 
 
2012
   
 
 
 
2011
   
Loss
Accumulated
During the
Development
Stage (From
September 1,
2012)
 
Expenses:
                 
Selling and Administrative Expenses
  $ 107,121     $ 419,451     $ 84,807  
Operating loss
    (107,121 )     (419,451 )     (84,807 )
                         
Other income:
                       
Result of debt settlement
                       
 
    -       380,376          
                         
Net loss
     (107,121 )      (39,075 )     (84,807 )
                         
Other comprehensive loss:
                       
    Currency rate changes                         
    (164 )     -       (164 )
Total comprehensive loss
  $ (107,285 )   $ (39,075 )   $ (84,971 )
 
                       
Loss Per Share -
                       
Basic and Diluted
  $  -     $  -          
 
                       
Weighted average number of common shares
    outstanding
    23,818,046       22,845,443          
 
These accompanying notes are an integral part of these financial statements.
 
 
F-3

 
 
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT
FOR THE YEARS ENDED NOVEMBER 30, 2012 AND 2011

 
                                       
Accumulated
       
   
Common Stock
   
Preferred Stock
   
Capital in
Excess of
   
Accumulated
   
Other
Comprehensive
       
   
Shares
   
Amount
   
Shares
   
Amount
   
Par Value
   
Deficit
   
Loss
   
Total
 
   
 Balance November 30, 2010
    11,818,046     $ 11,818       710,890     $ 711     $ 6,381,919     $ (6,588,999 )   $ -     $ (194,551 )
           
 
Shares issued for debt settlement
    12,000,000       12,000       -       -       204,000       -               216,000  
   
 
Additional shares issued with company
                                                               
    Sale
    -       -       39,110       39       (39 )     -               -  
   
Net loss for period
    -       -       -       -       -       (39,075 )             (39,075 )
                                                                 
Balance November 30, 2011
    23,818,046       23,818       750,000        750        6,585,880        (6,628,074 )             (17,626 )
 
                                                               
Net loss for period
                                            (107,121 )     (164 )     (107,285 )
 
                                                               
Balance November 30, 2012
    23,818,046     $ 23,818       750,000     $ 750     $ 6,585,880     $ (6,735,195 )   $ (164 )   $ (124,911 )
 
 The accompanying notes are an integral part of these financial statements.
 
 
F-4

 
 
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED NOVEMBER 30, 2012 AND 2011
 
 
             
During
 
               
Development
 
               
Stage (From
 
   
2012
   
2011
   
September 1,
2012)
 
CASH FLOWS FROM OPERATIONS:
                 
Net loss 
  $ (107,121 )   $ (39,075 )   $ (84,807 )
   Adjustments required to reconcile net loss to net cash
                       
     consumed by operating activities:      
                       
    Charges and credits not involving the use of cash:
                       
       Depreciation
    59       -       59  
       Result of debt settlement
            (380,376 )        
     Services provided by consultant and professionals
            387,000          
    Changes in assets and liabilities:
                       
       Increase in rental deposits
    (2,261 )             (2,261 )
       Increase (decrease) in accrued expenses
    (1,000 )     4,201       (3,654 )
       Increase in accounts payable
    9,146       -       9,146  
       Increase in deferred revenue
    1,311       -       1,311  
                         
                Net Cash Consumed by Operating Activities
    (99,866 )     (28,250     (80,206 )
                         
CASH FLOWS USED FOR INVESTING ACTIVITIES:
                       
Purchase of plant, property and equipment
    (23,519 )     -       (23,519 )
 
                       
Net Cash Consumed by Investing Activities
    (23,519 )     -       (23,519 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
       Proceeds from shareholder loans
    133,530       26,202       113,870  
                         
                 Net Cash Provided by Financing Activities
    133,530       26,202       113,870  
                         
Effect on cash of currency rate changes
    24       -       24  
Net increase (decrease) in cash
    10,169       (2,048     10,169  
                         
Cash balance, beginning of period
    -       2,048       -  
                         
Cash balance, end of period
  $ 10,169     $    -     $ 10,169  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-5

 
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2012
 
 
1. ORGANIZATION AND BUSINESS
 
Organization of Company
 
The Company was incorporated in the State of Nevada on June 7, 2007 for the purpose of distributing an electronic non-invasive acupuncture pen.
 
The Company ceased operations related to the acupuncture pen during 2009 and turned its attention to other  business opportunities in energy conversion and waste disposal.   Although several licensing and joint venture agreements were developed, this venture did not result in a viable business. This business segment ceased operations in March of 2011, and the Company became a "shell" company as defined by SEC Rule 12-62.  On August 1, 2012, the Company began a new business.  The new business enterprise was initiated with the creation of a wholly owned subsidiary, Unwall Technologies Holdings, Sdn. Ghd (Technologies), a Malaysian corporation incorporated on July 12, 2012.  The Company plans to introduce applications for mobile devices in the first half of 2013 and web applications later in the year.  The Company is considered a development stage entity because this new business enterprise is in the process of platform development and has not derived significant revenue from operations..

In November, 2011, the Company name was changed to Unwall International Inc.
 
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Consolidation
 
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.  These included Technologies and, until August 31, 2011, Quadra Energy Systems, Inc.  All intercompany balances and transactions are eliminated in consolidation.
 
Cash
 
For purposes of the statements of cash flows, the Company considers all short term debt securities purchased with an original maturity of three months or less to be cash equivalents.
 
Concentrations
 
The Company's business operations are all in Malaysia and consists of a single project as described.
 
Company cash and deposits are located in Malaysia and subject to the normal risks associated with foreign currency.
 
 
F-6

 
  
 UNWALL INTERNATIONAL INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2012
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
Recognition Of Revenue
 
Revenue will be recognized when product is delivered to customers or a service is performed. In determining recognition, the following criteria are considered: persuasive evidence exists that there is an arrangement between buyer and seller; delivery has occurred; the sales price is fixed or determinable; and collectibility is reasonably assured.  Revenue from internet advertising sales and referrals will be recognized ratably over the sales contract period.
 
Income Taxes
 
The Company accounts for income taxes in accordance with pronouncements of the Financial Accounting Standards Board (FASB), which require the use of the "liability method".  Accordingly, deferred tax liabilities and assets are determined based on differences between the financial statement bases and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse.  Current income taxes are based on the income that is currently taxable.
 
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimated.
 
Advertising Costs
 
The Company will expense advertising costs when the advertisement occurs. The Company did not incur any advertising costs during either of the periods presented.
 
Functional Currency
 
Principle operations are in Malaysia.  The functional currency is the Malaysian Ringgit (MYR.)  The average rate of exchange for the operations period is 3.0511 Ringgits per dollar and the rate at the balance sheet date 3.0459 per dollar.
 
Net Income per Share
 
The Company computes net income (loss) per common share in accordance with pronouncements of the (FASB)  and SEC Staff Accounting Bulletin No. 98 (“SAB 98”). Under these provisions, basic and diluted net income per common share are computed by dividing the net income available to common shareholders for the period by the weighted average number of shares of common stock outstanding during the period.
 
 
F-7

 
 
UNWALL INTERNATIONAL INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2012

 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
Impairment
 
The Company evaluates its long-lived assets whenever an event or change in circumstances indicates  that the carrying amounts of the assets may not be recoverable.
 
Recent Accounting Pronouncements
 
The Company does not expect adoption of recently issued accounting pronouncements to have a significant effect on the Company’s results of operations, financial position or cash flows.
 
Research and Development
 
Research costs are expensed as incurred. Development costs are also expensed unless, in the Company’s view, they meet specific criteria related to technical, market and financial feasibility, in which case they are deferred and amortized. Amortization is calculated on a straight-line basis over the expected life of the related products. As at year end, the Company had not incurred any development costs which would be required to be amortized.
 
3. DEVELOPMENT STAGE
 
The Company ceased all development stage activities by March 31, 2011 and became a "shell" company as defined by SEC Rule 12-b2.
 
The Company has begun new development stage activities under new ownership and is now again considered a development stage company.  These activities began September 1, 2012.
 
4. RELATED PARTY TRANSACTIONS
 
On January 28, 2011 the Company issued 12,000,000 shares to Magnum Group International, Inc. (Magnum) and its assigns to settle $120,000 of debt.  The value of the stock was $216,000.  At that time, Magnum was a related party; it no longer is a related party.
 
 
F-8

 
  
UNWALL INTERNATIONAL INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2012
 
 
4. RELATED PARTY TRANSACTIONS (continued)
 
On September 7, 2011 a group consisting of Great on Technology Holdings Limited, a Hong Kong LLC, and other investors purchased all of the issued and outstanding shares of the Company.  As a part of that transaction, the outstanding series A preferred shares were increased from 710,890  to 750,000 shares.

At August 31, 2011 the Company entered into a settlement agreement with Magnum under which a consulting services agreement and debt that was owed to Magnum were cancelled.  In exchange for these cancellations  the Company transferred all of the outstanding stock of Quadra Energy Systems, Inc. into trust for the benefit of Magnum.  The total amount of debt cancelled was $596,076.    The consulting services agreement that was cancelled required the payment of consulting fees to Magnum of $60,000 per month.
 
 
 
5. AMOUNTS DUE TO SHAREHOLDERS
 
Avances of $16,626 were received from Company shareholders during the year ended November 30, 2011.  Additional advances totaling $133,776 were received during the year ended November 30, 2012.  These advances are due on demand and do not bear interest.
 
6. SHARE AUTHORIZATION
 
Each share of Series A Preferred Stock entitles the holder to One Hundred (100) votes.   Holders of the preferred stock share ratably with holders of common stock in any dividends declared by the board of directors. The preferred stock is not convertible into common stock. Holders of preferred stock will rank equally with the holders of common stock in any liquidation or dissolution of the Company.
 
 
F-9

 
 
UNWALL INTERNATIONAL INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2012
 
 
7.EXPENSES
 
Included within expenses are the following:
           
       Consultation fees
  $  -     $   361,650  
       Professional fees
    29,257       54,018  
       Wages
    35,601       -  
       Operating expense
    15,941          
       Other expense
    22,930       3,783  
                 
        Rent
    3,392       -  
      Total Expenses
  $   107,121     $   419,451  
 
 
8. INCOME TAXES
The Company has experienced net operating losses each year since its inception.  The Internal Revenue Code allows net operating losses (NOL's) to be carried forward and applied against future profits for a period of twenty years.  Malaysia does not have a limitation on loss carryforwards.  The potential benefit of these carryovers has been recognized on the books of the Company, but it has been offset by a valuation allowance.  If not used, these NOL's will expire in the U.S. as follows:
 
2031
$17,626
-
2032
  37,664
-
     
     
 
 
Under pronouncements of the FASB , recognition of deferred tax assets is permitted unless it is more likely than not that the assets will not be realized. The Company has recorded deferred tax assets as follows:
 
Tax asset
  $ 36,163  
Valuation  Allowance
    ( 36,163 )
Balance Recognized
  $ -  
 
Due to the change of ownership (See Note 4) the valuation allowance was reduced by $2,247,552 during the year ended November 30, 2011.  The valuation allowance changed by $ 30,170 during the 2012 year.
 
    The Internal Revenue Code permits audits by the Internal Revenue Service for periods up to three years from the date tax returns are filed.  Malaysia has no stated limitation.  Tax returns of the Company are subject to audit for the years ended November 30, 2008, 2009, 2010, 2011 and 2012.
 
9. CONTINGENCY
 
The Company does not carry insurance.
  
 
F-10

 
 
UNWALL INTERNATIONAL INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2012
 
 
10. GOING CONCERN
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has experienced losses and does not presently have sufficient resources to accomplish its objectives during the next twelve months. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. The Company’s present plans, the realization of which cannot be assured, are to raise necessary funds through shareholder loans and private placements.
 

 
 
 
 
 
 
 
 
F-11

 
 
 
None.
 
 
Management’s Report on Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer (who is acting as our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
 
As of November 30, 2012, the end of the fiscal period covered by this report, we carried out an evaluation, under the supervision of our chief executive officer, with the participation of our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The officers concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report.
 
Management’s Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of November 30, 2012. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of November 30, 2012, our internal control over financial reporting was not effective.
 
This annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.
 
Inherent limitations on effectiveness of controls
 
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Changes in Internal Control over Financial Reporting
 
There have been no changes in our internal controls over financial reporting that occurred during the year ended November 30, 2012 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
 
 
16

 
 
PART III
 
 
The following information sets forth the name of our officers and director, their present positions, age and biographical information within the last 10 years. Also provided is a brief description of the business experience of our director and executive officers and significant employees during the past five years and an indication of directorships held by such director in other companies subject to the reporting requirements of the Securities Exchange Act.
 
Name
Age
Position
Period Serving
Term (1)
         
Tesheb Casimir
37
Chairman, Interim CFO, Director
September 7, 2011 – June 6, 2013
 1 year
 
(1)  Directors hold office until the next annual stockholders’ meeting or until a successor or successors are elected and appointed.
 
Tesheb Casimir
 
Mr. Casimir (age 37) is currently CEO of CNL Ventures Group, Asia Pacific Region. He is responsible for the management and growth of the Asia Pacific Region for the ventures capital markets. Major concentration is in China and Australia for the SNS and it services. He is a corporate lawyer, business consultants in the finance/investment sector. He is fluent in English.
 
Family Relationships:
 
There are no family relationships among our director or executive officers.
 
Involvement in Certain Legal Proceedings:
 
None of our executive officers, control persons and director has been involved in any of the following events during the past ten years and which is material to an evaluation of the ability or the integrity of our director or executive officer:
 
1.
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2.
Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
 
3.
The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities; associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
  
 
17

 
   
 
i)
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator,  floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an
 
 
ii)
Engaging in any type of business practice; or

 
iii)
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4.
The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

5.
Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6.
Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7.
Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

 
i)
Any Federal or State securities or commodities law or regulation; or

 
ii)
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or
 
 
iii)
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
 
8.
Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
 
 
Investor Relations
 
As of November 30, 2012, we have not engaged investor relations professionals.
 
Audit Committee and Audit Committee Financial Expert
 
Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.
 
We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.
 
 
18

 
Compliance with Section 16(a) of the Securities Exchange Act of 1934
 
Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of our common stock, to file reports of ownership and changes of ownership of such securities with the United States Securities and Exchange Commission. As of the year ended November 30, 2012, our officers and directors have complied with Section 16(a) with the exception of Great On Technologies Limited and Teleb Casimir, who have not yet filed Forms 3.
 
Code of Ethics
 
Based on our size and our early stage of development we have not yet developed a code of ethics.
 
Material Changes to Nominations by Security Holders of Director Candidates
 
In the past fiscal year, there has been no material change to the procedures by which security holders may recommend nominees to the small business issuer’s board of directors.
 
DIRECTORS’ COMPENSATION
 
Our officers and director do not receive compensation. Directors are reimbursed for any expenses incurred on our behalf.
 
 
The particulars of the compensation paid to the following persons:
 
• our principal executive officer;
 
• each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended November 30, 2012, 2011 and 2010; and
 
• up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended November 30, 2012, 2011 and 2010,
 
who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:
 
 
19

 
 
SUMMARY COMPENSATION TABLE
                 
Change in 
   
                 
Pension
   
                 
Value and
   
               
Non-Equity 
Nonqualified 
   
               
Incentive
Deferred 
All   
 
Name and
       
Stock
 
Option
Plan
Compensation
Other 
 
Principal
 
Salary 
Bonus 
 
Awards
 
Awards 
Compensation 
Earnings 
Compensation 
Total
Position
Year
($) 
($) 
 
($)
 
($)
($)
 ($)
($) 
($)
                       
Claude Diedrick 
2010
Nil
Nil
  Nil  
Nil
Nil
Nil
Nil
Nil
Former President,
2011
Nil
Nil
 
Nil
 
Nil
Nil
Nil
Nil
Nil
CEO, Director
2012
Nil
Nil
 
Nil
 
Nil
Nil
Nil
Nil
Nil
                       
                       
Rosemary Samuels
2010
Nil
Nil
 
Nil
 
Nil
Nil
Nil
Nil
Nil
Former Secretary 
2011
Nil
Nil
 
Nil
 
Nil
Nil
Nil
Nil
Nil
 
2012
Nil
Nil
 
Nil
 
Nil
Nil
Nil
Nil
Nil
                       
Wang Zheng
2010
Nil
Nil
 
Nil
 
Nil
Nil
Nil
Nil
Nil
Former CEO,
2011
Nil
Nil
 
Nil
 
Nil
Nil
Nil
Nil
Nil
Former Director
2012
Nil
Nil
 
Nil
 
Nil
Nil
Nil
Nil
Nil
                       
                       
Tesheb Casimir,
Chairman,
Interim CFO,
Director
2010
Nil
Nil
 
Nil
 
Nil
Nil
Nil
Nil
Nil
 
2011
Nil
Nil
 
Nil
 
Nil
Nil
Nil
Nil
Nil
 
2012
Nil
Nil
 
Nil
 
Nil
Nil
Nil
Nil
Nil
 
There are no compensatory plans or arrangements with respect to our executive officers resulting from their resignation, retirement or other termination of employment or from a change of control.
 
Stock Options/SAR Grants
 
During our fiscal year ended November 30, 2012 there were no options granted to our named officers or directors.
 
Outstanding Equity Awards at Fiscal Year End
 
No equity awards were outstanding as of the year ended November 30, 2012.
 
Option Exercises
 
During our Fiscal year ended November 30, 2012 there were no options exercised by our named officers.
 
Compensation of Directors
 
We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.
 
We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.
  
Pension, Retirement or Similar Benefit Plans
 
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
   
 
20

 
     
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
 
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
 

 
 
The following table sets forth information regarding the beneficial ownership of our shares of common stock as of November 30, 2012 (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) by all of our directors and executive officers as a group. Each person named in the table, has sole voting and investment power with respect to all shares shown as beneficially owned by such person and can be contacted at our executive office address.
 
Under Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares.
 
The persons or entities listed below have sole voting and investment power with respect to all shares of common stock beneficially owned by them, except to the extent such power may be shared with a spouse. No change in control is currently being contemplated.
 
Name and Address of
   
Amount and Nature
 
Beneficial Owner
 
Title of Class
of Beneficial Owner
% Class (1) (2)
   
Officers and Directors:
   
Tasheb Casimir,Chairman,
Interim CFO and Director
 
Common Stock
 0
0%
Room 305, Carpo Commercial
Building, 18-20 Lyndhurst
Terrace, Central, Hong Kong
       
         
   
Officers and Directors as a Group
 21,447,700
90.05%
         
Great On Technologies Holdings
       
Room 305, Carpo Commercial
Building, 18-20 Lyndhurst
Terrace, Central, Hong Kong
 
Common Stock
 21,447,700
90.05%
         
   
5% Shareholders as a Group
21,447,700
 90.05%
 
 
21

 
 
Name and Address of
   
Amount and Nature
 
Beneficial Owner
 
Title of Class
of Beneficial Owner
% Class (1) (2)
     
  
 
         
Great On Technologies Holdings
 
Preferred Stock
750,000
 100%
Room 305, Carpo Commercial
Building, 18-20 Lyndhurst
Terrace, Central, Hong Kong
       
         
         
         
   
5% Shareholders and Officers
 750,000
 100%
   
and Directors as a Group
   
 
(1)  
Based on 23,818,046 common shares outstanding as of November 30, 2012.
(2)  
Great On Technologies Holdings is controlled by Tsang Chi Man,.
 
 
 
No director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended November 30, 2011, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.
 
Director Independence
 
We currently act with one director, Tasheb Casimir. We have determined that our directors is not an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).
 
We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. 
 
The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.
 
 
Pre-Approval Policies and Procedures Prior to engaging our accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed. All of the services described above were approved by the board of directors in accordance with its procedures.
 
 
22

 
  
Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years:
 
   
2012
   
2011
 
Audit fees and audit related fees
  $ 17,200     $
17,550
 
Tax fees
    -       -  
All other fees
    -       -  
                 
Total
  $ 17,200     $
17,550
 
  
All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.
 
Maintaining Principal Accountant’s Independence
 
Our Board of Directors has considered whether the provision of the services described below are compatible with maintaining the principal accountant’s independence and believes that such services do not compromise that independence.
 
 
(a) Financial Statements
 
1. Financial statements for our company are listed in the index under Item 8 of this document
2. All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
 
Exhibit
Number
Description
   
(3)
Articles of Incorporation and By-laws
   
3.1 (a) 
Certificate of Incorporation dated June 8, 2007 (1)
   
3.1 (b)
Articles of Incorporation dated June 8, 2007 (1)
   
3.1 (c) 
Certificate of Amendment dated September 17, 2009 (2)
   
3.1(d)
Certificate of Amendment dated November 8, 2011(3)
   
3.2
Bylaws, effective June 7, 2008 (1)
   
(31)
Section 302 Certification
   
31.1*
Section 302 Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.
(32)
Section 906 Certification
   
32.1*
Section 906 Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.
   
101*
Interactive data files pursuant to Rule 405 of Regulation S-T.

*        
Filed herewith.
   
(1)
Incorporated by reference from Form S-1 that was originally filed with the SEC on March 18, 2008
(2)
Incorporated by reference from Form 8-K that was originally filed with the SEC on September 30, 2009
(3)
Incorporated by reference from Form 8-K that was originally filed with the SEC on January 25, 2012
 
 
23

 
 
 
In accordance with section 13 and 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
UNWALL INTERNATIONAL INC.
 Date: March 27, 2013
   
 
By:
/s/ Tesheb Casimir                                        
   
Tesheb Casimir
   
Principal Executive Officer

 
In accordance with the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
SIGNATURE
 
TITLE
DATE
 
       
     /s/ Tesheb Casimir      
 
Principal Executive Officer
March 27, 2013
Tesheb Casimir
 
Principal Financial Officer
Principal Accounting Officer
 
 
 
 
 24