UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

 

FOR THE QUARTERLY PERIOD ENDED JULY 31, 2015

 

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

 

Commission File Number 333-1399326 

 

ROYALE GLOBE HOLDING INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

30-01 Menara Keck Seng

No 203, Jalan Bukit

Bintang 55100

Kuala Lumpur, Malaysia

+603-2143 3131
(Address of Principal Executive Offices and Issuer’s
Telephone Number, including Area Code)

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S     No ☐

 

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 (§ 229.405 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  S  No  ☐

 

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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

 

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

 

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See accompanying notes to condensed consolidated financial statements.

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See accompanying notes to condensed consolidated financial statements.

See accompanying notes to condensed consolidated financial statements.

The accompanying unaudited condensed financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the balance sheet as of October 31, 2014 which has been derived from audited financial statements and these unaudited condensed financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended July 31, 2015 are not necessarily indicative of the results to be expected for the entire fiscal year ending October 31, 2015 or for any future period.

These unaudited condensed financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended October 31, 2014.

Royale Globe Holding Inc., formerly Royale Group Holding, Inc., formerly MY Group, Inc., formerly Rohat Resources, Inc. (the “Company” or “ROGP”) was incorporated under the laws of the State of Nevada on August 25, 2006. We were initially formed as an exploration stage mining company. In September 2010, we ceased our mining business, and the Company was no longer considered an exploration stage enterprise as defined by FASB ASC 915.

On May 2, 2011, we changed our name to MY Group, Inc. and increased our authorized capital to consist of 500,000,000 shares of common stock, par value $0.001, and 50,000,000 shares of preferred stock, par value $0.001. On January 28, 2013, we changed our name to Royale Group Holding, Inc. On February 27, 2013, we increased our authorized stock to 3,000,000,000 shares of common stock, par value $0.001 per share, and 500,000,000 shares of preferred stock, par value $0.001 per share. On December 4, 2014, we changed our name to Royale Globe Holding Inc.

Change in Control

On or about June 25, 2010, Grand Destiny Investments Limited (“Grand Destiny”), sold 3,658,348 shares of our common stock, representing approximately 56.39% of our issued and outstanding stock, to Intrepid Capital LLC for aggregate cash consideration of $157,748 and for services rendered.  The shares were sold pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, and the rules promulgated under Regulation D thereunder. Grand Destiny is jointly held by Wan Keung Chak, our former President, Secretary, C.E.O., C.F.O. and Treasurer, and Kwok Keung Liu, our former director.

On October 12, 2010, certain shareholders of the Company entered into the Sale Agreement pursuant to which they sold an aggregate of 5,237,297 shares of our common stock to five accredited investors for aggregate consideration of $600,000. Upon the closing of the sale transaction on November 23, 2010, the purchasers acquired an aggregate of 5,237,297 shares of our common stock, constituting approximately 80.73% of our issued and outstanding securities. The shares were sold pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, and the rules promulgated under Regulation D thereunder. Kok Cheang Lim acquired 3,658,348 of the shares sold, representing approximately 56.39% of our issued and outstanding shares of common stock.

On December 31, 2010, Kwok Keung Liu resigned from his positions as the President of the Company, Chief Executive Officer, Chief Financial Officer and Secretary, and Wan Keung Chak resigned from his position as a member of our Board of Directors.

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On December 31, 2010, Kok Cheang Lim was appointed to serve as the President, Chief Executive Officer, Chief Financial Officer, Secretary and the sole member of the Company’s Board of Directors.

On October 15, 2014, Yupa Sathapornjariya was appointed as the Chairman of the Board of Directors, and Chief Financial Officer of the Company. Tan Swe Poo was appointed as the Secretary of the Board and Chief Executive Officer of the Company, effective immediately. Concurrently, Kok Cheang Lim was resigned from all positions he held in the Company.

On October 24, 2014, Chaw Eng Neng and Ng Wei Siong resigned from the positions of the Board Directors of the Company and all other positions they held in the Company. Their resignation is due to personal reasons and is not the result of any disagreement with the Company.

On October 30, 2014, the Company entered into a stock purchase agreement with Great Mission Inc, a Vanuatu company controlled by Mr. Lim Kok Cheang and agrees to issue 1,000,000,000 shares of common stock of the Company to Great Mission Inc for a price of $0.001 per share, an aggregate of US $1,000,000.

On March 20, 2015, the Company entered into a Share Exchange Agreement (“Agreement”) with RMC MINING SDN BHD, a company incorporated under the laws of Malaysia (“RMC”) and MARICOM SDN BHD, a company registered under the laws of Malaysia (“MARICOM”).  Under this Agreement, the Company is agreed to issue 600,000,000 shares of its common stock to RMC in exchange for 99.6% of the total ownership of MARICOM. The closing of the exchange is expected to be completed upon the issuance of the audited report of MARICOM.

The Company’s fiscal year end is October 31.

We are a shell company with no or nominal operations. We are actively considering various acquisition targets and other business opportunities. We have established two subsidiaries in Hong Kong and hope to acquire one or more operating businesses or consummate a business opportunity within the next twelve months.

ROGP and its subsidiaries are hereinafter referred to as (the “Company”).

NOTE－3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.

·	Shell company

From September 2010, we ceased our mining business and the Company was no longer considered an exploration stage enterprise as defined by FASB ASC 915. We are currently considered as a shell company.

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·	Use of estimates

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the periods reported. Actual results may differ from these estimates.

·	Basis of consolidation

The condensed consolidated financial statements include the financial statements of ROGP and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

·	Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

·	Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

·	Impairment of long-lived assets

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as property, plant and equipment held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the three and nine months ended July 31, 2015.

·	Income taxes

The Company adopts ASC Topic 740 “Income Taxes”, regarding accounting for uncertainty in income taxes which prescribes the recognition threshold and measurement attributes for financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. In addition, the guidance requires the determination of whether the benefits of tax positions will be more likely than not sustained upon audit based upon the technical merits of the tax position. For tax positions that are determined to be more likely than not sustained upon audit, a company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not determined to be more likely than not sustained upon audit, a company does not recognize any portion of the benefit in the financial statements. The guidance provides for de-recognition, classification, penalties and interest, accounting in interim periods and disclosure.

·	Level 1 : Observable inputs such as quoted prices in active markets;

·	Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

·	Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

NOTE－5

PROPERTY, PLANT AND EQUIPMENT

In January 2014, the Company purchased 2 condominium units in Bangkok, Thailand at the consideration of $433,154. The Company expects these units to be used as staff quarter to the directors. For the three and nine months ended July 31, 2015, the depreciation was $2,709 and $8,127, respectively. As of July 31, 2015, the accumulated depreciation was $16,254.

As of July 31, 2015, the balance represented temporary advance for the Company’s working capital purposes from a major shareholder, Kok Cheang Lim, which was unsecured and interest-free, with no fixed terms of repayment. The balance was fully repaid in the three months ended July 31, 2015.

NOTE－7

INCOME TAXES

As of July 31, 2015, the Company incurred $515,896 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2035, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $180,563 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The Company is delinquent in filing its United States corporation income tax returns for the periods from inception in 2007. The Company does not expect any tax to be due upon filing of these delinquent returns.

NOTE－8

RELATED PARTY TRANSACTIONS

For the three and nine months ended July 31, 2015 and 2014, Kok Cheang Lim, the former director and a major shareholder of the Company has loaned monies to pay for certain expenses incurred and the owing balance was repaid in full.

For the three and nine months ended July 31, 2015 and 2014, the Company utilized office space owned or occupied by a former director and a major shareholder at no charge. Such costs are immaterial to the financial statements and accordingly are not reflected herein.

NOTE－9

COMMITMENTS

As of July 31, 2015, the Company is committed to complete the exchange transactions with RMC and MARICOM under the Share Exchange Agreement in exchange for 99.6% of the total ownership of MARICOM. The closing of the exchange is expected to be completed upon the issuance of the audited report of MARICOM in the foreseeable period.

 

NOTE－10

SUBSEQUENT EVENTS

We evaluated subsequent events through the date the financial statements were issued and filed with this Form 10-Q. There were no subsequent events that required recognition or disclosure.

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

 

Forward-looking statements

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this quarterly report on Form 10-Q. This quarterly report on Form 10-Q contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Certain statements contained in this discussion, including, without limitation, statements containing the words "believes," "anticipates," "expects" and the like, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, as we issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.  We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained herein to reflect future events or developments.

Currency and exchange rate

Unless otherwise noted, all currency figures quoted as “U.S. dollars”, “dollars” or “$” refer to the legal currency of the United States.  References to “MYR” are to the Malaysian Ringgit, the legal currency of Malaysia.  Throughout this report, assets and liabilities of the Company’s subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date.  Revenue and expenses are translated at average rates prevailing during the period.  The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

Overview

Royale Globe Holding, formerly Royale Group Holding, Inc., formerly MY Group, Inc., formerly Rohat Resources, Inc. (the “Company” or “ROGP”) was incorporated under the laws of the State of Nevada on August 25, 2006. We were initially formed as an exploration stage mining company. In September 2010, we ceased our mining business, and the Company was no longer considered an exploration stage enterprise as defined by FASB ASC 915.

On May 2, 2011, we changed our name to MY Group, Inc. and increased our authorized capital to consist of 500,000,000 shares of common stock, par value $0.001, and 50,000,000 shares of preferred stock, par value $0.001. On January 28, 2013, we changed our name to Royale Group Holding, Inc. On February 27, 2013, we increased our authorized stock to 3,000,000,000 shares of common stock, par value $0.001 per share, and 500,000,000 shares of preferred stock, par value $0.001 per share. On December 4, 2014, we changed our name to Royale Globe Holding, Inc.

Change of Control Transactions

On September 13, 2008, John P. Hynes III, our former president, entered into a Stock Purchase Agreement, with Delara Hussaini and Angela Hussaini, pursuant to which Mr. Hynes acquired from the sellers an aggregate of 4,000,000 shares of common stock of the Company, collectively representing approximately 61.65% of the total issued and outstanding shares of common stock of the Company.

On March 9, 2009, we entered into a Stock Purchase Agreement with Grand Destiny Investments Limited, or Grand Destiny, and John P. Hynes III, pursuant to which Mr. Hynes sold for $200,000, an aggregate of 4,000,000 shares of the common stock of the Company.  Grand Destiny acquired an aggregate of 4,000,000 shares of common stock of the Company, or approximately 61.65% of the Company’s issued and outstanding common stock, and attained voting control of the Company.  In connection with this agreement, John P. Hynes III resigned as the sole director and officer of the Company, Kwok Keung Liu was elected as the Company’s President, Secretary, C.E.O, C.F.O. and Treasurer, and Wan Keung Chak was elected as the Company’s sole director.  Grand Destiny is jointly held by Wan Keung Chak and Kwok Keung Liu.

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.