RORINE INTERNATIONAL HOLDING (RIHC) 10-Q 2012 Q2 Quarterly report

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 May 31, 2012
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-53156

UNWALL

INTERNATIONAL

INC.

(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.  YES x     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 of March 31, 2012.

TABLE OF CONTENTS

PART I. - FINANCIAL INFORMATION
		Page
ITEM 1	FINANCIAL STATEMENTS	3
	Balance Sheets as of May 31, 2012 (unaudited) and November 30, 2011	3
	Unaudited Statements of Operations for the three and six month periods ended May 31, 2012 and 2011	4
	Unaudited Statements of Cash Flows for the six month periods ended May 31,  2012 and 2011	6
	Notes to Financial Statements (unaudited)	7
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	13
ITEM 4	Controls and Procedures	13
PART II	OTHER INFORMATION	13
ITEM 1A	Risk Factors	13
ITEM 4	Mine Safety Disclosures	13
ITEM 6	Exhibits	13
INDEX TO EXHIBITS		13
SIGNATURES		14

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UNWALL INTERNATIONAL, INC.
BALANCE SHEETS
	May			November
	31, 2012			30, 2011
ASSETS	(Unaudited)			(Audited)
Current Assets:
Cash	$	-		$	-
Total current assets		-			-
Total Assets	$	-		$	-
LIABILITIES AND SHAREHOLDER’S DEFICIT
Current Liabilities:
Accrued expenses	$	8,235		$	1,000
Due to shareholder		28,286			16,626
Total current liabilities		36,521			17,626
Shareholders’ Deficit:
Common shares: authorized 100,000,000 shares of $0.001 par
value; issued and outstanding, 23,818,046 shares		23,818			23,818
Preferred Class A shares – 100,000,000 shares of $ 0.001 par
value; issued and outstanding, 750,000 shares		750			750
Capital in excess of par value		6,585,880			6,585,880
Accumulated deficit		(6,646,969	)		(6,628,074	)
Total Shareholder’s Deficit		(36,521	)		(17,626	)
Total Liabilities and Shareholders’ Deficit	$	-		$	-

These accompanying notes are an integral part of these financial statements.

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UNWALL INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
	Six Month Period Ended
	May 31,			May 31,
	2012			2011
Revenue	$	-		$	-
Expenses:
Administrative Expenses		18,895			386,639
Net loss	$	(18,895	)	$	(386,639	)
Loss Per Share -
Basic and Diluted	$	-		$	(.02	)
Weighted average number
of shares outstanding		23,818,046			19,927,936

Included within expenses are the following:
	Six month periods ended ,
	May31, 2012		May 31, 2011
Consulting fees	$	-	$	362,032
Professional fees		11,400		21,900
Office and miscellaneous		7,495		2,707
Total	$	18,895	$	386,639

These accompanying notes are an integral part of these financial statements.

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UNWALL INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
	Three Month Period Ended
	May 31			May 31
	2012			2011
Revenue	$	-		$	-
Expenses:
Administrative Expenses		9,215			191,146
Net loss	$	(9,215	)	$	(191,146	)
Loss Per Share -
Basic and Diluted	$	-		$	(.01	)
Weighted average number
of shares outstanding		23,818,046			23,818,046

Included within expenses are the following:
	Three month periods ended ,
	May 31, 2012		May 31, 2011
Consulting fees	$	-	$	182,032
Professional fees		3,400		8,500
Office and miscellaneous		5,815		614
Total	$	9,215	$	191,146

These accompanying notes are an integral part of these financial statements.

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UNWALL INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
	Six			Six
	Month			Month
	Period			Period
	Ended			Ended
	May			May
		31, 2012			31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(18,895	)	$	(386,639	)
Reconciliation of net loss to net cash consumed by operating activities:
Changes in assets and liabilities:
Increase in accrued expenses		7,235			9,900
Increase in advances from consultant		-			372,000
Net Cash Consumed by Operating Activities		(11,660	)		(4,739	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from consultant loans		-			4,720
Proceeds from shareholder loans		11,660			-
Net Cash Provided by Financing Activities		11,660			4,720
Net  change in cash		-			(19	)
Cash balance, beginning of period		-			2,048
Cash balance, end of period	$	-		$	2,029

These accompanying notes are an integral part of these financial statements.

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UNWALL INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2012

(Unaudited)

1. BASIS OF PRESENTATION

The unaudited interim financial statements of Unwall International, Inc. (the “Company”) as of May 31, 2012 and for the three and six month periods ended May 31, 2012 and May 31, 2011 have been prepared in accordance with generally accepted accounting principles. 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 six month period ended May 31, 2012 are not necessarily indicative of the results to be expected for the full fiscal year ending November 30, 2012.  The Company is currently a "shell" company as defined by SEC Rule 12b-2.

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, 2011.

2. SUPPLEMENTAL CASH FLOWS INFORMATION

There was no cash paid for either interest or income taxes during either of the periods presented. Except for the share issuance described in the following paragraph,  there were no non-cash investing or financing activities during  either of the periods presented.

A total of 12,000,000 shares of common stock were issued to settle $ 120,000 of debt owed to consultants for services during the six months ended May 31, 2011.

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 $ 36,521, has an accumulated deficit of $ 6,646,969 and does not presently have sufficient resources to accomplish its objectives during the next twelve months. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. The Company’s present plans, the realization of which cannot be assured, are to raise necessary funds through shareholder loans.      

4. CONTINGENCY

The Company does not carry insurance.

5. SHAREHOLDER LOANS

The shareholder loans are non-interest bearing demand loans.

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UNWALL INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2012

(Unaudited)

6. CONSOLIDATION

The Company previously had two  subsidiaries that were not consolidated, Quadra Energy Systems, Inc. and Quadra Marketing Corp.  The first was transferred in a debt settlement agreement August 31, 2011 and the second was abandoned at the November 30, 2011 year end.

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ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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, at which point we became a shell company.  

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, 2012 to the six months ended May 31, 2011.

	Three Months Ended
	May 31, 2012		May 28, 2011
Revenues	$ - Nil -		$- Nil -
Selling and Administrative Expenses	$	18,895	$	386,639
Net Loss from Operations	$	(18,895)	$	(386,639)

Expenses

Our expenses for the six months ended May 31, 2012 and May 31, 2011 were as follows:

	May 31,  2012		May 31, 2011
Consultation Fees	$	- Nil -	$	362,032
Professional Fees		11,400		21,900
Office and Miscellaneous Expense		7,495		2,707
Total Expenses	$	18,895	$	386,639

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For the six months ended May 31, 2012, our total operating expenses were $18,895 as compared to $386,639 for the three months ended February 28, 2011. The change in operating expenses is primarily due to the elimination of consultation fees.  This occurred when business operations were discontinued as noted above.

Professional Fees

We incurred a total of $11,400 in professional fees for the six months ended May 31, 2012 as compared to $21,900 during the six months ended May 31, 2011.  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

	At		At
	May 31,		May 31,
	2012		2011
Current Assets	$	- Nil -	$	2,029
Current Liabilities	$	36,521	$	463,220
Working Capital	$	(36,521)	$	(461,191)

Cash Flows

	Six months ended		Six months ended
	May 31,		May 31,
	2012		2011
Net Cash Consumed by Operating Activities	$	(11,660)	$	(4,739)
Net Cash Provided (Consumed) by Investing Activities	$ - Nil -		$   - Nil -
Net Cash Provided by Financing Activities	$	11,660	$	4,700
Net Cash Consumed	$	- Nil -	$	(19)

Working Capital Needs:

As of May 31, 2012, we had a negative working capital of $(36,521). Over the next 12 months, we will require approximately $25,000 to sustain our working capital needs as follows:

Professional fees	$	20,000
Other		5,000
Total	$	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.

Cash Flows

Operating Activities:

Net cash consumed by operating activities was $11,660 for the six months ended May 31, 2012 and $4,739 for the six months ended May 31, 2011.

Investing and Financing Activities:

For the six months ended May 31, 2012 and May 31, 2011, we had no investing activities.

Our cash flows from financing activities during the six month period ended May 31, 2012 were $11,660 which was provided by shareholder loans  to fund our working capital needs. Additional capital is required in order to fund our working capital needs and we may receive additional financing through shareholder loans although we have no formal commitments from any shareholders at this time. We will not be considering taking on any long-term or short-term debt from financial institutions in the immediate future. Shareholder and consultant loans may be granted from time to time as required to meet current working capital needs. We have no formal agreement that ensures that we will receive such loans. We may exhaust this source of funding at any time.

Material Commitments

We do not have any material commitments for capital expenditures.

Seasonal Aspects

Management is not currently aware of any seasonal aspects which would affect the results of our operations during any particular time of year.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

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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.

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ITEM 3.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK.

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 4.        CONTROLS AND PROCEDURES.

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, 2012.

There were no changes in our internal control over financial reporting during the quarter ended May 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A.     RISK FACTORS

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 4. MINE SAFETY DISCLOSURES

The Company is not engaged in the business of mining; hence the mine safety disclosures are not applicable.

ITEM 6.        EXHIBITS.

The following documents are included herein:

Exhibit 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

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SIGNATURES

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 18th day of July, 2012.

UNWALL INTERNATIONAL INC.
BY: /s/	TESHEB CASIMIR TESHEB CASIMIR
	President and Principal Executive Officer   Principal Financial Officer
	Principal Accounting Officer

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