Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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☒
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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 AUGUST 31, 2017
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OR
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☐
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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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RORINE INTERNATIONAL HOLDING CORPORATION
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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 ☒ 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES ☒ 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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☒
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(Do not check if smaller reporting company)
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Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES ☒ NO ☐
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 24,244,876 shares of common stock as of October 17, 2017.
1
RORINE INTERNATIONAL HOLDING CORPORATION
FINANCIAL STATEMENTS
AUGUST 31, 2017
TABLE OF CONTENTS
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PART I. - FINANCIAL INFORMATION
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Page
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ITEM 1
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FINANCIAL STATEMENTS
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3
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4
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5
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ITEM 2
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8
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ITEM 3
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12
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ITEM 4
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12
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PART II
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12
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ITEM 1A
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12
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ITEM 6
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13
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13
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14
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2
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
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August 31,
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November 30,
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2017
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2016
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ASSETS
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Current Assets:
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Cash
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-
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-
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Total current assets
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-
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-
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Total Assets
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-
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-
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LIABILITIES AND SHAREHOLDERS' DEFICIT
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Current Liabilities:
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Accounts payable
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16,525
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5,005
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Due to shareholder
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245,512
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229,997
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Total liabilities
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262,037
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235,002
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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,
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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,
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24,244,876
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24,245
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24,245
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Capital in excess of par value
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7,646,274
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7,646,274
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Accumulated deficit
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(7,933,306
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)
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(7,906,271
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)
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Total shareholders deficit
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(262,037
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)
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(235,002
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)
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Total Liabilities and Shareholders’ Deficit
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-
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-
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These accompanying notes are an integral part of these financial statements
3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2017 AND MAY 31, 2016
(UNAUDITED)
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For the Three
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For the Three
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For the Nine
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For the Nine
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Months Ended
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Months Ended
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Months Ended
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Months Ended
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August 31,
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August 31,
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August 31,
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August 31,
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2017
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2016
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2017
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2016
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Expenses:
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Selling and Administrative Expenses
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$
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3,395
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$
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2,325
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$
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27,035
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$
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23,060
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Consultin fees
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-
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853,660
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-
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853,660
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Operating loss
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(3,395
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)
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(855,985
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(27,035
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)
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(876,720
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)
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Total loss from operations
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(3,395
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)
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(855,985
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)
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(27,035
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)
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(876,720
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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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(0.00
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)
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$
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(0.04
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$
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(0.00
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$
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(0.04
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)
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Weighted average number of common shares outstanding
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24,244,876
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23,855,161
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24,244,876
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24,130,275
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These accompanying notes are an integral part of these financial statements
4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED AUGUST 31, 2017 AND AUGUST 31, 2016
(UNAUDITED)
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For the Nine
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For the Nine
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Months Ended
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Months Ended
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August 31,
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August 31,
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2017
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2016
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CASH FLOWS FROM OPERATIONS:
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Net loss
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$
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(27,035
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$
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(876,720
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)
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Stock based compensation
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-
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853,660
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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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Changes in assets and liabilities:
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Increase in accounts payable
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11,520
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(545
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)
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Net Cash Consumed by Operating Activities:
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(15,515
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(23,605
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)
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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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15,515
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23,605
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Net Cash Provided by Financing Activities:
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15,515
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23,605
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Net increase (decrease) in cash
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-
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-
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Cash balance, beginning of period
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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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-
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$
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-
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The accompanying notes are an integral part of these financial statements.
5
The unaudited interim financial statements of Rorine International Holdings Corp. . (the “Company”) as of August 31, 2017 and for the nine month period 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, 2017 are not necessarily indicative of the results to be expected for the full fiscal year ending November 30, 2016. 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. The Company functional currency is US dollars.
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.”
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” as a result of the corporate name change The subsidiary was newly formed on September 4, 2015 and merged into the parent public company ten days later on September 14, 2015. The subsidiary had no formal business activities as of November 30, 2015.Selling general and administrative expense consist mainly of professional fees.
On January 12, 2016, Rorine International Holding Corporation Inc successfully entered in a marketing and distribution agreement with RICH Group based in South East Asia. The agreement was negotiated and announced by Rorine’s Chief Financial Officer Mr Tan Sew. According to Mr Tan this agreement has taken several months to plan and negotiate and “will give Rorine an excellent opportunity to market Eastern alternative medical packages related to Type II Diabetes outside of China to non-traditional markets such as in the West.”
The agreement was signed between Rorine International Holding Corporation and RICH Group who had previously acquired Guangzhou Huanai Nutrition and Health Information Co. Ltd and Guangzhou Tongde Hospital. One of RICH Group’s diversified investment holdings has been in alternative medicine & treatment for Type II Diabetes, specifically in China where roughly 10% of the population is susceptible to it. They have a non-invasive treatment program based on the combination of traditional Chinese medicine and modern hyperthermia, elemental balance therapy, psychotherapy, resulting in complete restoration to normal health and diet. They currently have a separate marketing and distribution company specifically for the China market. This new agreement allows them to move outside of China into new and growing markets specifically targeting western patients.
According to this agreement, Rorine will setup and prepare a marketing strategy and platform as well as liaise with hospitals, clinics and associations in order to bring this unique product to markets in the West where Diabetes is also on the rise.
The agreement is part of a long term strategy initiated by the Board of Directors of Rorine International Holding Corporation, faithfully guided by its Chief Officer Mr Tesheb Casimir. Part of this turn around occurred when the Board decided to appoint Mr Tan Sew as its CFO in late 2015. Mr Tan has been involved in new project finance and development in South East Asia for the past 20 years.
On March 14, 2016, an Amendment to the Company’s Articles of Incorporation was filed with the Nevada Secretary of State which increased the Company’s authorized shares of common stock to 2,000,000,000 shares from 100,000,000 shares. The amendment was approved by owners of 66.96% of the Company’s common stock and by the owner of 100% of the Company’s preferred stock. The amendment was effective upon filing on March 14, 2016.
6
Accounts payable consist of vendor payables at August 31, 2017 and November 30, 2016.
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 $262,037 has an accumulated deficit of $7,933,306 and does not presently have sufficient resources to accomplish its objectives during the next twelve months. 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. 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 Directors and Officer’s insurance.
5. SHAREHOLDER LOANS
The shareholder loans are non-interest bearing demand loans and are properly classified on the balance sheet as a current liability.
6. COMMON STOCK
On August 23, 2016 the Company issued 426,830 shares of common stock to a consultant value at $853,660 ($2.00 per share).
7. 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.
8. RELATED PARTY TRANSACTIONS
As of August 31, 2017 and November 30, 2016 the Company Principal Executive Officer had advanced the Company a total of $245,512 and $229,997, respectively.
7
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 platform. This was followed by a strategy to focus on the bio medical sector and, specifically, alternative medical products and services.
In August 2017, the Company’s Board of Directors determined to expand the Company’s holdings into mobile payment systems and the E-marketplace, although no transaction had been completed by August 31, 2017.
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, 2017 to three months ended August 31, 2016.
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Three Months Ended
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August
31, 2017
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August
31, 2016
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Revenues
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$ - Nil -
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$- Nil -
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Consulting Fees
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--
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853,660
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Selling and
Administrative Expenses
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$
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3,395
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$
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2,325
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Net Loss from Operations
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$
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(3,395
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)
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$
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(855,985
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)
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Expenses
Our expenses for the three months ended August 31, 2017 and August 31, 2016 were as follows:
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Three Months Ended
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August 31,
2017
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August 31,
2016
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Professional Fees
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$
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3,395
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$
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2,325
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Total Expenses
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$
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3,395
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$
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2,325
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8
For the three months ended August 31, 2017, our total operating expenses were $3,395 as compared to $2,325 for the three months ended August 31, 2016. The change in operating expenses is primarily due to professional fees.
Professional Fees
We incurred a total of $3,395 in professional fees for the three months ended August 31, 2017 as compared to $2,325 during the three months ended August 31, 2016. Professional fees include audit and review fees, bookkeeping fees and legal fees consisting mostly of preparation of SEC filings. Our audit and legal fees are expected to vary.
The following is an analysis of our revenues and gross profit, details and analysis of components of expenses, and variances comparing the nine months ended August 31, 2017 to the nine months ended August 31, 2016.
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Nine Months Ended
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August
31, 2017
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August
31, 2016
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Revenues
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$ - Nil -
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$- Nil -
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|||||
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Consulting fees
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--
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853,660
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|||||
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Selling and
Administrative
Expenses
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$
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27,035
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$
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23,060
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Net Loss from
Operations |
$
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(27,035
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)
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$
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(876,720
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)
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Expenses
Our expenses for the nine months ended August 31, 2017 and August 31, 2016 were as follows:
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Nine Months Ended
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|||||||
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August 31,
2017
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August 31,
2016
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Professional Fees
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$
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27,035
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$
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23,050
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Total Expenses
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$
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27,035
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$
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23,050
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For the nine months ended August 31, 2017, our total operating expenses were $27,035 as compared to $23,050 for the nine months ended August 31, 2016. The change in operating expenses is primarily due to professional fees.
Professional Fees
We incurred a total of $27,035 in professional fees for the nine months ended August 31, 2017 as compared to $23,050 during the nine months ended August 31, 2016. Professional fees include audit and review fees, bookkeeping fees and legal fees consisting mostly of preparation of SEC filings. Our audit and legal fees are expected to vary.
9
Liquidity and Capital Resource
Working Capital Deficit
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At
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At
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August
31,
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November
30,
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||||||
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2017
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2016
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Current Assets
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$
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--
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$
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--
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|||
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Current Liabilities
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$
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262,037
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$
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235,002
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|||
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Working Capital
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$
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(262,037
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)
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$
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(235,002
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)
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|
Cash Flows
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Nine months ended
|
Nine months ended
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||||||
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August
31,
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August
31,
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||||||
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2017
|
2016
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||||||
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Net Cash
Consumed by
Operating Activities
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$
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(15,515
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)
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$
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(23,060
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)
|
|
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Net Cash
Provided by
Financing Activities
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$
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15,515
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$
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23,060
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|||
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Net Cash
Consumed |
$
|
--
|
$
|
--
|
|||
Working Capital Needs:
As of August 31, 2017, we had working capital deficit of $262,037 Over the next 12 months, we will require approximately $25,000 to sustain our working capital needs as a public reporting company (not including any working capital required by our proposed social lending business), as follows:
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Professional fees
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$
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20,000
|
||
|
Other
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5,000
|
|||
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Total
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$
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25,000
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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.
10
Cash Flows
Operating Activities:
Net cash consumed by operating activities was $15,515 for the nine months ended August 31, 2017 and $23,605 for the nine months ended August 31, 2016. 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 2017 period or the 2016 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, 2017, the shares had not yet been issued.
Our cash flows from financing activities during the nine month period ended August 31, 2017 were $15,515 compared to the nine months ended August 31, 2016 when such cash flows were $23,605. 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 relevant Accounting Standards Updates and has determined that none are anticipated to have a material impact on the Company’s financial position or results of operations.
11
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 during such period were not effective.
There were no changes in our internal control over financial reporting during the quarter ended August 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Material Weakness in Internal Control Over Financial Reporting
Subsequent to the evaluation made in connection with the filing of the Form 10-Q on October 11, 2016, management reassessed the effectiveness of the Company’s internal control over financial reporting. Based on this evaluation, the Company’s management,
including our Chief Executive Officer and Chief Financial Officer, identified a material weakness related in the Company’s internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The Company failed to design controls adequate to insure that all stock issuance during a particular reporting period were reflected in the financial statements and disclosures for that period.
Based on this assessment and the material weakness described above, management concluded that the Company’s internal control over financial reporting was not effective as of November 30, 2015. However, the Company has concluded that the existence of this material weakness did not result in a material misstatement of the Company’s financial statements included in its Annual Report on Form 10-K for the year ended November 30, 2015, as initially filed on March 4, 2016, or in its subsequent Quarterly Reports on Form 10-Q or subsequent Annual Report on Form 10-K.
Remediation Measures
To address the material weakness described above the Company has designed and implemented new and enhanced controls to ensure that all stock issuances during a particular reporting period are reflected in the financial statements and disclosures for that period. Specifically, the Company implemented the procedure of ordering a quarterly shareholder list from the stock transfer agent.
We believe that this procedure of obtaining regular shareholder lists will be sufficient to remediate the identified material weakness and strengthen our internal control over financial reporting. However, the new and enhanced controls have not operated for a sufficient amount of time to conclude that the material weakness has been remediated. We will continue to monitor the effectiveness of these controls and will make any further changes management determines appropriate.
Changes in Internal Control over Financial Reporting
Other than as set forth above, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q 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.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
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The following documents are included herein:
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Exhibit
No.
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Document Description
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31.1
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31.2
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32.1
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32.2
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|
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101*
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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.
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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 3rd day of November, 2017.
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RORINE INTERNATIONAL HOLDING CORPORATION
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|||
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BY:
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TESHEB CASIMIR
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/s/
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TESHEB CASIMIR
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Principal Executive Officer
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BY: TAN SEW HOCK
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/s/ TAN SEW HOCK
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Principal Financial Officer and
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Principal Accounting Officer
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