Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - RORINE INTERNATIONAL HOLDING Corp | Financial_Report.xls |
| EX-31.1 - EXHIBIT 31.1 - RORINE INTERNATIONAL HOLDING Corp | ex31_1.htm |
| EX-32.1 - EXHIBIT 32.1 - RORINE INTERNATIONAL HOLDING Corp | ex32_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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x
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE QUARTERLY PERIOD ENDED May 31, 2013
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number 000-53156
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UNWALL INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
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NEVADA
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(State or other jurisdiction of incorporation or organization)
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Suite 325 – 7582 Las Vegas Blvd South,
Las Vegas, NV89123
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(Address of principal executive offices, including zip code.)
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702-560-4373
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(telephone number, including area code)
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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES x NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES o NO x
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 23,818,046 shares of common stock as of June 30, 2013.
1
UNWALL INTERNATIONAL, INC.
FINANCIAL STATEMENTS
MAY 31, 2013
TABLE OF CONTENTS
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PART I. - FINANCIAL INFORMATION
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Page
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| 3 | ||
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| 7 | ||
| 9 | ||
| 12 | ||
| 12 | ||
| 12 | ||
| 12 | ||
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| 13 | ||
2
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(A Development Stage Company)
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(Unaudited)
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May 31, 2013
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November 30, 2012
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|||||||
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ASSETS
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||||||||
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Current Assets:
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||||||||
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Cash
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$
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8,238
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$
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10,169
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||||
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Total current assets
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8,238
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10,169
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||||||
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Fixed Assets:
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Property plant and equipment
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24,684
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23,574
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||||||
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Less: accumulated depreciation
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(569
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)
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(59
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)
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Net property plant and equipment
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24,115
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23,515
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Other Assets
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Deposits
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2,247
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2,267
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Total Assets
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$
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34,600
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$
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35,951
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LIABILITIES AND SHAREHOLDERS' DEFICIT
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Current Liabilities:
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||||||||
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Accounts payable
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$
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12,226
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$
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9,146
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Deferred revenue
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1,303
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1,314
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Due to shareholder
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272,217
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150,402
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Total liabilities
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285,746
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160,862
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Shareholders’ Deficit:
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Preferred stock - Class A – authorized, 100,000,000
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shares of $.001 par value; issued and outstanding,
750,000
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750
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750
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Common stock – authorized, 100,000,000
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shares of $.001 par value; issued and outstanding,
23,818,046
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23,818 | 23,818 | ||||||
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Capital in excess of par value
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6,585,880
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6,585,880
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Deficit accumulated prior to development stage
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(6,650,388
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)
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(6,650,388
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)
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Deficit accumulated during the development stage
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(212,413
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)
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(84,807
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)
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Accumulated other comprehensive income (loss)
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1,207
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(164
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)
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Total shareholders deficit
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(251,146
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)
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(124,911
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)
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Total Liabilities and Shareholders’ Deficit
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$
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34,600
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$
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35,951
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||||
The accompanying notes are an integral part of these financial statements.
3
UNWALL INTERNATIONAL INC.
(A Development Stage Company)
(Unaudited)
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Six Months Ended
May 31, 2013 May 31, 2012
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Loss
Accumulated
During the
Development
Stage (From
September 1,
2012)
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Expenses:
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Selling and Administrative Expenses
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$
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127,606
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$
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18,895
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$
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212,413
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||||||
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Operating loss
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(127,606
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)
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(18,895
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)
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(212,413
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)
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Other income (expense):
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-
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-
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-
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Net loss
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(127,606
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)
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(18,895
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)
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(212,413
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)
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Other comprehensive income (loss):
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Currency rate changes
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1,371
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-
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1,207
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Total comprehensive loss
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$
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(126,235
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)
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$
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(18,895
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)
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$
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(211,206
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)
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Loss Per Share -
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Basic and Diluted
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$
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-
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$
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-
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Weighted average number of common shares
outstanding
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23,818,046
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23,818,046
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||||||||||
These accompanying notes are an integral part of these financial statements.
4
UNWALL INTERNATIONAL INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended
May 31, 2013 May 31, 2012
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Loss
Accumulated
During the
Development
Stage (From
September 1,
2012)
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||||||||||
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Expenses:
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Selling and Administrative Expenses
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$
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65,672
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$
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9,215
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$
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212,413
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Operating loss
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(65,672
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)
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(9,215
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)
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(212,413
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)
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Other income (expense):
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-
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-
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-
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Net loss
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(65,672
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)
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(9,215
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)
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(212,413
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)
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Other comprehensive income (loss):
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Currency rate changes
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(681)
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-
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1,207
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Total comprehensive loss
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$
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(66,353
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)
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$
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(9,215
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)
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$
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(211,206
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)
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Loss Per Share -
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Basic and Diluted
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$
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-
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$
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-
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Weighted average number of common shares
outstanding
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23,818,046
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23,818,046
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||||||||||
These accompanying notes are an integral part of these financial statements.
5
UNWALL INTERNATIONAL INC.
(A Development Stage Company)
(Unaudited)
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During
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Development
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Six Months Ended
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Stage (From
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May 31,
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May 31,
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September 1,
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2013
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2012
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2012)
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CASH FLOWS FROM OPERATIONS:
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Net loss
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$
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(127,606
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)
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$
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(18,895
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)
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$
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(212,413
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)
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Adjustments required to reconcile net loss to net cash
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consumed by operating activities:
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Charges and credits not involving the use of cash:
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Depreciation
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513
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-
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572
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Changes in assets and liabilities:
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Increase in rental deposits
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(2,261
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)
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Decrease in accrued expenses
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(3,654
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)
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Increases in accounts payable
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3,090
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7,235
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12,236
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Increase in deferred revenue
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-
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-
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1,311
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Net Cash Consumed by Operating Activities
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(124,003
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)
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(11,660
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)
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(204,209
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)
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CASH FLOWS USED FROM INVESTING ACTIVITIES:
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Purchases of plant, property and equipment
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(1,322
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)
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-
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(24,841
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)
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Net Cash Consumed by Investing Activities
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(1,322
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)
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-
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(24,841
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)
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from shareholder loans
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123,468
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11,660
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237,338
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Net Cash Provided by Financing Activities
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123,468
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11,660
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237,338
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Effect on cash of currency rate changes
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(74
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)
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-
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(50
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)
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Net change in cash
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(1,931
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)
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-
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8,238
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|||||||
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Cash balance, beginning of period
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10,169
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-
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-
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|||||||||
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Cash balance, end of period
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$
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8,238
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$
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-
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$
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8,238
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||||||
The accompanying notes are an integral part of these financial statements.
6
UNWALL INTERNATIONAL, INC.
(A Development Stage Company)
MAY 31, 2013
(Unaudited)
1. BASIS OF PRESENTATION
The unaudited interim financial statements of Unwall International, Inc. (the “Company”) as of May 31, 2013 and for the three and six month periods ended May 31, 2013 and May 31, 2012 and for the period September 1, 2012 to May 31, 2013 have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of such periods. The results of operations for the three and six month periods ended May 31, 2013 are not necessarily indicative of the results to be expected for the full fiscal year ending November 30, 2013. The Company was a "shell" company as defined by SEC Rule 12b-2 until it began development stage operations on September 1, 2012. The Company is currently a development stage entity.
Certain information and disclosures normally included in the notes to financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission, although the Company believes the disclosure is adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended November 30, 2012.
2. SUPPLEMENTAL CASH FLOWS INFORMATION
There was no cash paid for either interest or income taxes during any of the periods presented. There were no non-cash investing or financing activities during any of the periods presented.
3. 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, has a working capital deficiency of $277,508, has an accumulated deficit of $6,862,801 and does not presently have sufficient resources to accomplish its objectives during the next twelve months. The Company has a substantial dependence on the success of its Malaysian operating subsidiary. 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.
4. CONTINGENCY
The Company does not carry insurance.
5. SHAREHOLDER LOANS
The shareholder loans are non-interest bearing demand loans.
7
UNWALL INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2013
(Unaudited)
6.PRINCIPLE OF CONSOLIDATION
The consolidated financial statements represent the combined results of Unwall International, Inc. and its wholly owned subsidiary, Unwall Technologies Holdings, Sdn Ghd. All intercompany balances have been eliminated.
The Company began development stage activities through its wholly owned Malaysian subsidiary, Unwall Technologies Holdings, Sdn Ghd. on September 1, 2012.
7.FOREIGN CURRENCY TRANSACTIONS
Unwall Technologies Holdings operates as an independent business unit in Malaysia; its functional currency is the Malaysian Ringit. Currency translation adjustments are included in comprehensive income.
The Company does not engage in hedging transactions to offset the risk of exchange rate fluctuations.
8
This section of this report includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
From November 30, 2007 until April 2009, our operations were that of distribution of alternative health products. Upon further market research, it was determined that pursuing the marketing and sale of such product was not as profitable as previously projected. Therefore, all efforts relating to the distribution and marketing were ceased. In April 2009, we commenced operations relating to the distribution of the certain systems which were intended to convert a variety of waste materials to marketable by-products. This business was discontinued by March 31, 2011.
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 second 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.
The Company director and key manager have initiated voluntary reductions in their contract salaries until the Company becomes profitable.
We have not been involved in any bankruptcy, receivership or similar proceeding.
The following is an analysis of our revenues and gross profit, details and analysis of components of expenses, and variances comparing the six months ended May 31, 2013 to the six months ended May 31, 2012.
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Six Months Ended
|
||||||||
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May
31, 2013
|
May
31, 2012
|
|||||||
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Revenues
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$ - Nil -
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$- Nil -
|
||||||
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Selling and Administrative Expenses
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$
|
127,606
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$
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18,895
|
||||
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Net Loss from Operations
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$
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(127,606)
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$
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(18,895)
|
||||
9
Expenses
Our expenses for the six months ended May 31, 2013 and May 31, 2012 were as follows:
|
Six Months Ended
|
||||||||
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May 31,
2013
|
May 31,
2012
|
|||||||
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Professional Fees
|
$
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22,424
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$
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$11,400
|
||||
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Office and
Miscellaneous
Expense
|
2,874
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7,495
|
||||||
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Travel and entertainment
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7,329
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-
|
||||||
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Computer expense
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31,497
|
-
|
||||||
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-
|
||||||||
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Rent
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6,792
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-
|
||||||
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Wages and salaries
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56,690
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-
|
||||||
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|
||||||||
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Total Expenses
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$
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127,606
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$
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18,895
|
||||
For the six months ended May 31, 2013, our total operating expenses were $127,606 as compared to $18,895 for the six months ended May 31, 2012. The change in operating expenses is primarily due to the expenses of our Unwall Technologies subsidiary, which was not established until October, 2012.
Professional Fees
We incurred a total of $22,424 in professional fees for the six months ended May 31, 2013 as compared to $11,400 during the six months ended May 31, 2012. Professional fees include 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 Deficit
|
At
|
At
|
|||||||
|
May
31,
|
May
31,
|
|||||||
|
2013
|
2012
|
|||||||
|
Current Assets
|
$
|
8,238
|
$
|
-Nil-
|
||||
|
Current Liabilities
|
$
|
285,746
|
$
|
36,521
|
||||
|
Working Capital
|
$
|
(277,508)
|
$
|
(36,521)
|
||||
Cash Flows
|
Six months ended
|
Six months ended
|
|||||||
|
May
31,
|
May
31,
|
|||||||
|
2013
|
2012
|
|||||||
|
Net Cash
Consumed by
Operating
Activities
|
$
|
(124,003)
|
$
|
(11,660)
|
||||
|
Net Cash
Provided
(Consumed)
by
Investing
Activities
|
$
|
(1,322)
|
$
|
- Nil -
|
||||
|
Net Cash
Provided by
Financing
Activities
|
$
|
123,468
|
$
|
11,660
|
||||
|
Effect on cash
of currency
rate change
|
(74)
|
|||||||
|
Net Cash
Consumed
|
$
|
(1,931)
|
|
$
|
-Nil-
|
|||
10
Working Capital Needs:
As of May 31, 2013, we had a working capital deficit of $277,508. 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 Technology 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 $124,003 for the six months ended May 31, 2013 and $11,660 for the six months ended May 31, 2012.
Investing and Financing Activities:
For the six months ended May 31, 2013, we invested $1,322 in fixed assets; during that six month period ended May 31,2012 we had no investing activities. During the six months ended May 31, 2013 the Board of Directors approved a sale of 75,000,000 shares of our Common Stock to Great On Technologies Holdings Ltd., our majority shareholder, for $75,000. However, as of May 31, 2013, the shares had not yet been issued and the funds had not been received.
11
Our cash flows from financing activities during the six month period ended May 31, 2013 were $123,468 compared to the six months ended May 31, 2012 when such cash flows were $11,660. All such cash flows from financing activities were 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.
Recent Accounting Pronouncements
The Company has analyzed the Accounting Standards Updates that were issued after January 31, 2011 and have determined that none are anticipated to have a material impact on the Company’s financial position or results of operations.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective during the quarter ended May 31, 2013.
There were no changes in our internal control over financial reporting during the quarter ended May 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
12
The following documents are included herein:
|
No.
|
Document Description
|
|
|
|
|
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
32.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101*
|
Interactive data files pursuant to Rule 405 of Regulation S-T
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*Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 19th day of July, 2013.
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UNWALL INTERNATIONAL INC.
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BY:
/s/
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TESHEB CASIMIR
TESHEB CASIMIR
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Principal Executive Officer
Principal Financial Officer and
Principal Accounting Officer
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