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EX-31.1 - EXHIBIT 31.1 - RORINE INTERNATIONAL HOLDING Corpex31_1.htm
EX-32.1 - EXHIBIT 32.1 - RORINE INTERNATIONAL HOLDING Corpex32_1.htm


 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 10-Q
 

x
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
FOR THE QUARTERLY PERIOD ENDED August 31, 2015
  
  
 
OR                
  
  
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                    

Commission file number 000-53156

RORINE INTERNATIONAL HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
Suite 325 – 7582 Las Vegas Blvd South,
Las Vegas, NV89123
 
 
(Address of principal executive offices, including zip code.)
 
702-560-4373
(telephone number, including area code)

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.  YEx     NO o

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
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.

Large accelerated filer  o
       Accelerated filer  o     
Non-accelerated filer    o  
       Smaller reporting company  x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 YES x      NO o

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 October 13, 2015.
 


 
1

 
 
     RORINE INTERNATIONAL HOLDING CORPORATION
FINANCIAL STATEMENTS
AUGUST 31, 2015
 

TABLE OF CONTENTS
 
 
 
   
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   RORINE INTERNATIONAL HOLDING CORPORATION (fka UNWALL INTERNATIONAL INC.)

 
   
August 31,
   
November 30,
 
   
2015
   
2014
 
ASSETS
           
   
 
   
 
 
Current Assets:
           
Cash
    -       -  
             Total current assets
    -       -  
                 
                         Total Assets
    -       -  
                 
LIABILITIES AND SHAREHOLDERS' DEFICIT
               
                 
Current Liabilities:
               
Accounts payable    
    7,770       6,840  
Due to shareholder  
    178,310       142,957  
                 
            Total liabilities
    186,080       149,797  
       
               
Commitments & Contingencies
    -       -  
                 
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
    6,793,041       6,793,041  
Accumulated deficit
    (7,003,689 )     (6,967,406 )
                Total shareholders deficit
    (186,080 )     (149,797 )
                 
                        Total Liabilities and Shareholders’ Deficit
    -       -  

The accompanying notes are an integral part of these financial statements

 
3

 
 
   RORINE INTERNATIONAL HOLDING CORPORATION (fka UNWALL INTERNATIONAL INC.)
FOR THE THREE MONTHS ENDED AUGUST 31, 2015 AND 2014
 
 
             
             
             
             
   
2015
   
2014
 
Expenses:
           
Selling and Administrative Expenses
    17,248       23,241  
Operating loss from continuing operations
    (17,248 )     (23,241 )
                 
Net loss
    (17,248 )     (23,241 )
                 
                 
Loss Per Share -
               
Basic and Diluted
  $ (0.00 )   $ (0.00 )
 
               
Weighted average number of common shares outstanding
    23,818,046       23,818,046  

The accompanying notes are an integral part of these financial statements

 
4

 
 
   RORINE INTERNATIONAL HOLDING CORPORATION (fka UNWALL INTERNATIONAL INC.)
 CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED AUGUST  31, 2015 AND 2014
 
             
             
             
             
   
2015
   
2014
 
Expenses:
           
Selling and Administrative Expenses
    36,283       35,241  
Operating loss from continuing operations
    (36,283 )     (35,241 )
                 
Net loss
    (36,283 )     (35,241 )
                 
                 
Loss Per Share -
               
Basic and Diluted
  $ (0.00 )   $ (0.00 )
 
               
Weighted average number of common shares outstanding
    23,818,046       23,818,046  
 
The accompanying notes are an integral part of these financial statements

 
5

 
 
   RORINE INTERNATIONAL HOLDING CORPORATION (fka UNWALL INTERNATIONAL INC.)
FOR THE NINE MONTHS ENDED AUGUST 31, 2015
             
   
2015
   
2014
 
CASH FLOWS FROM OPERATIONS:
           
Net loss  
  $ (36,283 )   $ (35,241 )
   Adjustments required to reconcile net loss to net cash
               
     consumed by operating activities:      
               
    Changes in assets and liabilities:
               
      (Decrease) Increase in accounts payable
    930       (660 )
                 Net Cash Used in Operating Activities
    (35,353 )     (35,901 )
      .          
CASH FLOWS FROM FINANCING ACTIVITIES:
               
       Proceeds from shareholder loans
    35,353       35,901  
                 Net Cash Provided by Financing Activities:
    35,353       35,901  
                 
Net increase (decrease) in cash
    -       -  
                 
Cash balance, beginning of period
    -       -  
                 
Cash balance, end of period
  $ -     $ -  

The accompanying notes are an integral part of these financial statements

 
6

 
 
RORINE INTERNATIONAL HOLDING CORPORATION
(fka UNWALL INTERNATIONAL INC.)
AUGUST 31, 2015
(Unaudited)
 
 
1. BASIS OF PRESENTATION

The unaudited interim financial statements of Rorine International Holdings Corp. . (the “Company”) as of August 31, 2015 and for the three and nine month periods then ended 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 nine month periods ended August  31, 2015 are not necessarily indicative of the results to be expected for the full fiscal year ending November 30, 2015. 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 was a development stage entity through May 31, 2013 when it discontinued development operations and reverted back to “shell” status.

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, 2014.

On July 9, 2015 we merged with our wholly owned Nevada subsidiary, 3 Shine Technologies Inc.  As a result of this merger, our corporate name was changed to 3 Shine Technologies, Inc and the trading symbol for our common stock changed to “TSHN.”
 
Subsequent to August 31, 2015, we merged with our wholly owned Nevada subsidiary, Rorine International Holding Corporation.  As a result of this merger, our corporate name was changed to Rorine International Holding Corporation.

 
2. SUPPLEMENTAL CASH FLOWS INFORMATION

There was no cash paid for either interest or income taxes during either of the periods presented. There were no non-cash investing or financing activities during either 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 continued losses, has a working capital deficiency of $186,080 has an accumulated deficit of $7,003,689 and does not presently have sufficient resources to accomplish its objectives during the next twelve months. The Company has closed its Malaysian operating subsidiary and its social lending division which together incurred substantial development costs.  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.
 
 
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RORINE INTERNATIONAL HOLDING CORPORATION
(fka UNWALL INTERNATIONAL INC.)
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2015
(Unaudited)
 

6. PRINCIPLE OF CONSOLIDATION

The consolidated financial statements represent the combined results of Rorine International Holdings Corp. and its wholly owned subsidiary, Unwall Technologies Holdings, SdnGhd. All intercompany balances have been eliminated.
 
7. DISCONTINUED OPERATIONS

The Company began development stage activities through its wholly owned Malaysian subsidiary, Unwall Technologies Holdings, SdnGhd. on September 1, 2012.  Operations of the Malaysian subsidiary effectively ceased on May 31, 2013, and closed by August 31, 2013.  The equipment and software owned by this subsidiary had no material value and were either abandoned or given to employees.  Unwall International has assumed responsibility for any remaining accounts payable of the subsidiary.  A planned social lending division was terminated with no viable development before October 31, 2013.

8. FOREIGN CURRENCY TRANSACTIONS
 
Unwall Technologies Holdings Sdn Ghd operated as an independent business unit in Malaysia; its functional currency was the Malaysian Ringit. Currency translation adjustments are included in comprehensive income of discontinued operations.  The subsidiary is currently inactive.

The Company does not engage in hedging transactions to offset the risk of exchange rate fluctuations.
 
9. INCOME TAXES
                 
The Company accounts for income taxes under an asset and liability approach. The Company determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company files income tax returns in the United States (“U.S.”) Federal and the States of Hawaii and California jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply.
 
10. RELATED PARTY TRANSACTIONS
 
As of November 30, 2013 the Company President had advanced the Company a total of $96,767. During the year ended November 30, 2014 the Company President made advances to the Company totaling $46,190.  During nine months ended August 31, 2015 he made advances to the Company additional funds of $35,353 resulting in a balance of $178,310.  
   
11. SUBSEQUENT EVENT

Subsequent events were reviewed through October 15, 2015. On September 14, 2015, the Company completed a merger with Rorine International Holding Corporation, a wholly owned subsidiary incorporated in the State of Nevada. This resulted in a corporate name change of the Company to “Rorine International Holding Corporation”. This corporate action was approved by the Company’s Board of Directors as authorized by Nevada corporate law. The corporate name change effected by the merger was effective on October 7, 2015 upon final approval by FINRA which was granted on October 6, 2015. The Company’s trading symbol changed to “RIHC” effective October 15, 2015.
 
 
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 Company planned to introduce applications for mobile devices in the first half of 2013 and web applications later in the year.  This venture was discontinued May 31, 2013 and the business closed by August 31, 2013.  The subsidiary does still exist with no assets or liabilities remaining.
 
Development began on a web based social lending division.  So far, this business has not proceeded beyond initial plans for a joint venture and, as a result the Company has reverted to shell company status.
 
On July 9, 2015 we merged with our wholly owned Nevada subsidiary, 3 Shine Technologies Inc.  As a result of this merger, our corporate name was changed to 3 Shine Technologies, Inc and the trading symbol for our common stock changed to “TSHN.”
 
Subsequent to August 31, 2015, we merged with our wholly owned Nevada subsidiary, Rorine International Holding Corporation.  As a result of this merger, our corporate name was changed to Rorine International Holding Corporation.
 

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 three months ended August 31, 2015 to the three months ended August 31, 2014.
 
   
Three Months Ended
 
       
   
August
31, 2015
   
August
31, 2014
 
Revenues
 
$ - Nil -
   
$- Nil -
 
Selling and Administrative
Expenses
 
$
17,248
   
$
23,241
 
Net Loss from Operations
 
$
(17,248
 
$
(23,241),
 
 
Expenses
 
Our expenses for the three months ended August 31, 2015 and August 31, 2014 were as follows:
 
   
Three Months Ended
 
   
August 31,
 2015
   
August 31,
2014
 
                 
Professional Fees
 
$
17,248
   
 $
23,241
 
Total Expenses
 
$
17,248
   
 $
  23,241
 
                 
 
 
For the three months ended August 31, 2015, our total operating expenses were $17,248 as compared to $23,241 for the three months ended August 31, 2014. The change in operating expenses is primarily due to the expenses of our Unwall Technologies subsidiary, which was discontinued during 2014.
 
Professional Fees
 
We incurred a total of $17,248 in professional fees for the three months ended August 31, 2015 as compared to $23,241 during the three months ended August 31, 2014.  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.

 
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The following is an analysis of our revenues and gross profit, details and analysis of components of expenses, and variances comparing the nine months ended August 31, 2015 to the nine months ended August 31, 2014.
 

   
Nine Months Ended
 
       
   
August
31, 2015
   
August
31, 2014
 
Revenues
 
$ - Nil -
   
$- Nil -
 
Selling and Administrative
Expenses
 
$
36,286
   
$
35,241
 
Net Loss from Operations
 
$
(36,823
 
$
(35,241
 
Expenses
 
Our expenses for the nine months ended August 31, 2015 and August 31, 2014 were as follows:
 
   
Nine Months Ended
 
   
August 31,
 2015
   
August 31,
2014
 
                 
Professional Fees
 
$
36,286
   
$
35,241
 
Total Expenses
 
$
36,286
   
$
35,241
 
                 
 
For the nine months ended August 31, 2015, our total operating expenses were $36,286 as compared to $35,241 for the nine months ended August 31, 2014. The change in operating expenses is primarily due to the expenses of our Unwall Technologies subsidiary, which was discontinued during 2014.
 
Professional Fees
 
We incurred a total of $36,286 in professional fees for the nine months ended August 31, 2015 as compared to $35,241 during the nine months ended August 31, 2014.  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
 
   
August
31,
   
November
30,
 
   
2015
   
2015
 
             
Current Assets
 
$
--
   
$
--
 
Current Liabilities
 
$
186,080
   
$
 149,797
 
Working Capital
 
$
(186,080)
   
$
 (149,797
 
 
10

 

Cash Flows
 
   
Nine months ended
   
Nine months ended
 
   
August
31,
   
August
31,
 
   
2015
   
2014
 
Net Cash
Consumed by
Operating
Activities
 
$
(35,353
 
$
(35,901)
 
Net Cash
Provided by
Financing
Activities
 
$
35,353
   
$
35,901
 
Net Cash Consumed
 
$
                      --
       
 
$
--
 
 
Working Capital Needs:
 
As of August 31, 2015, we had a net working capital deficit of $186,080. Over the next 12 months, we will require approximately $25,000 to sustain our working capital needs as a public reporting company as follows:
 
Professional fees
 
$
15,000
 
Other
   
10,000
 
         
         
Total
 
$
25,000
 
 
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 continuing operating activities was $35,353 for the nine months ended August 31, 2015 and $35,901 for the nine months ended August 31, 2014. Cash consumption is expected to remain stable until the Company once again commences active business operations. 

Investing and Financing Activities:
 
We had no investing activities from continuing operations in either the 2015 period or the 2014 period.  Our Board of Directors previously 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 August 31, 2015, the shares had not yet been issued.
 
 
11

 
 
Cash flows from financing activities from continuing operations produced cash flows during the nine month period ended August 31, 2015 of $35,353, compared to $35,901 for the nine months ended August 31, 2014.  In both periods the cash 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 loans 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, 2014 and have determined that none are anticipated to have a material impact on the Company’s financial position, results of operations, or cash flows.


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 nine month period ended August 31, 2015.

There were no changes in our internal control over financial reporting during the nine month period ended August 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
12

 
 


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.


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

 
13

 
 

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 15 day of October, 2015.

 
RORINE INTERNATIOINAL HOLDING CORPORATION
  
  
  
  
  
  
     
  
  
   
  
  
  
  
  
  
  
  
  
  
BY:
 
/s/
TESHEB CASIMIR
 
TESHEB CASIMIR                   
  
  
  
Principal Executive Officer
Principal Financial Officer and
Principal Accounting Officer
  
 
 
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