Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Aug. 31, 2016 | Mar. 31, 2017 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | Rorine International Holding Corporation (the “Company”) is filing this Quarterly Report on Form 10-Q/A, Amendment No. 1 (the “Quarterly Report on Form 10-Q/A”) to amend its Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2016; filed with the Securities and Exchange Commission on October 11, 2016 (the “Original Report”). The purpose of this Quarterly Report on Form 10-Q/A is (1) to restate our financial statements and amend related disclosures concerning a common stock issuance that occurred prior to the end of the quarter but had not been reflected in the financial statements included in the Original Report and (2) to amend our disclosure in Part I, Item 4 “Controls and Procedures,” of the Original Report to change the conclusions of our principal executive officer and principal financial officer regarding the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended August 31, 2016 in light of management’s conclusion that the Company’s internal control over financial reporting contained a material weakness at November 30, 2015 which had not been remediated by the end of the fiscal quarter ended August 31, 2016. Except for these changes, the remainder of the Original Report, including the financial statements and supplementary data, remains unchanged except for the inclusion of new certifications required by Rule 13a-14 under the Securities Exchange Act of 1934, as amended, as required in connection with the filing of this Quarterly Report on Form 10-Q/A. Notwithstanding the existence of this material weakness, management has concluded that 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 Quarterly Reports on Form 10-Q for the quarters ended February 29, 2016 or May 31, 2016, as initially filed on August 15, 2016 and October 11, 2016, respectively are fairly stated in all material respects in accordance with generally accepted accounting principles in the United States of America. We have made no attempt in this Quarterly Report on Form 10-Q/A to modify or update the disclosures presented in the Original Report other than as noted in the previous paragraph. Except as noted above, this Quarterly Report on Form 10-Q/A does not reflect events occurring after the filing of the Original Report. Accordingly, this Quarterly Report on Form 10-Q/A should be read in conjunction with the Original Report, and the Company’s other filings with the Securities and Exchange Commission (“SEC”) subsequent to the filing of the Original Report, including any amendments thereto. | |
Document Period End Date | Aug. 31, 2016 | |
Entity Registrant Name | RORINE INTERNATIONAL HOLDING Corp | |
Entity Central Index Key | 1,423,586 | |
Current Fiscal Year End Date | --11-30 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Units Outstanding | 24,244,876 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Nov. 30, 2015 |
Current Assets: | ||
Cash | ||
Total current assets | ||
Total Assets | ||
Current Liabilities: | ||
Accounts payable | 3,360 | 3,905 |
Due to shareholder | 217,932 | 194,327 |
Total liabilities | 221,292 | 198,232 |
Shareholders' Deficit: | ||
Preferred Class A shares - 100,000,000 shares of $ 0.001 par value; issued and outstanding, 750,000 | 750 | 750 |
Common stock - authorized, 2,000,000,000 shares of $.001 par value; issued and outstanding, 24,244,876 | 24,245 | 23,818 |
Capital in excess of par value | 7,646,274 | 6,793,041 |
Accumulated deficit | (7,892,561) | (7,015,841) |
Total shareholders' deficit | (221,292) | (198,232) |
Total Liabilities and Shareholders' Deficit |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2017 | Nov. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred Stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 750,000 | 750,000 |
Preferred stock, shares outstanding | 750,000 | 750,000 |
Common Stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, par value per share | $ 0.001 | $ 0.001 |
Common Stock, shares issued | 23,818,046 | 23,818,046 |
Common Stock, shares outstanding | 23,818,046 | 23,818,046 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | |
Expenses: | ||||
Selling and Administrative Expenses | $ 2,325 | $ 17,248 | $ 23,060 | $ 36,283 |
Consulting fees | 853,660 | 853,660 | ||
Operating loss | (2,325) | (17,248) | (23,060) | (36,283) |
Total loss from operations | $ (855,985) | $ (17,248) | $ (876,720) | $ (36,283) |
Loss Per Share - | ||||
Basic and Diluted | $ (0.04) | $ 0 | $ (0.04) | $ 0 |
Weighted average number of common shares outstanding | 23,855,161 | 23,818,046 | 24,130,275 | 23,818,046 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
CASH FLOWS FROM OPERATIONS: | ||
Net loss | $ (876,720) | $ (36,283) |
Stock based compensation | 853,660 | |
Changes in assets and liabilities: | ||
Increase in accounts payable | (545) | 930 |
Net Cash Consumed by Operating Activities: | (23,605) | (35,353) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from shareholder loans | 23,605 | 35,353 |
Net Cash Provided by Financing Activities: | 23,605 | 35,353 |
Net increase (decrease) in cash | ||
Cash balance, beginning of period | ||
Cash balance, end of period |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Aug. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | The unaudited interim financial statements of Rorine International Holdings Corp. . (the “Company”) as of August 31, 2016 and for the three and 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 three and nine month periods ended August 31, 2016 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. Accounts payable consist of vendor payables at August 31, 2016 and November 30, 2015. |
RESTATEMENT
RESTATEMENT | 9 Months Ended |
Aug. 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT | 2. RESTATEMENT Restatement On April 10, 2017 the Board of the Company determined that the Company’s financial statements for the quarter ended August 31, 2016 should be restated to reflect an issuance of 426,830 shares of common stock to a consultant. valued at $853,660 ($2.00 per share). It came to the attention of management that these shares were issued on August 23, 2016, which was prior to the end of the third quarter. The effects of the restatement on the Company’s financial statements as of, and for the three and nine months ended August 31, 2016: Balance Sheet As Effect of As Reported Restatement Restated Common Stock $ 23,818 $ 427 $ 24,245 Additional paid in capital 6,793,041 853,233 7,646,274 Accumulated (Deficit) $ (7,038,901 ) $ (853,660 ) $ (7,892,561 ) Statement of Operations for the 3 months ended As Effect of As Reported Restatement Restated Consulting fees $ - $ 853,660 $ 853,660 Net loss $ (2,325 ) $ (853,660 ) $ (855,985 ) Net loss per share – basic and diluted $ (0.00 ) $ (0.04 ) $ (0.04 ) Statement of Operations for the 9 months ended As Effect of As Reported Restatement Restated Consulting fees $ - $ 853,660 $ 853,660 Net loss $ (23,060 ) $ (853,660 ) $ (876,720 ) Net loss per share – basic and diluted $ (0.00 ) $ (0.04 ) $ (0.04 ) Consolidated Statement of Cash Flows As Effect of As Reported Restatement Restated Operating activities Net loss $ (23,060 ) $ (853,660 ) $ (876,720 ) Stock based compensation $ (- ) $ 853,660 $ 853,660 |
SUPPLEMENTAL CASH FLOWS INFORMA
SUPPLEMENTAL CASH FLOWS INFORMATION | 9 Months Ended |
Aug. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOWS INFORMATION | 3. 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. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Aug. 31, 2016 | |
GOING CONCERN [Abstract] | |
GOING CONCERN | 4. 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 $221,292 has an accumulated deficit of $7,892,561 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. |
CONTINGENCY
CONTINGENCY | 9 Months Ended |
Aug. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCY | 5. CONTINGENCY The Company does not carry Directors and Officer’s insurance. |
SHAREHOLDER LOANS
SHAREHOLDER LOANS | 9 Months Ended |
Aug. 31, 2016 | |
Debt Disclosure [Abstract] | |
SHAREHOLDER LOANS | 6. SHAREHOLDER LOANS The shareholder loans are non-interest bearing demand loans and are properly classified on the balance sheet as a current liability. |
PRINCIPLE OF CONSOLIDATION
PRINCIPLE OF CONSOLIDATION | 9 Months Ended |
Aug. 31, 2016 | |
PRINCIPLE OF CONSOLIDATION [Abstract] | |
PRINCIPLE OF CONSOLIDATION | 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. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Aug. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 8. 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Aug. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS As of August 31, 2016 the Company Principal Executive Officer had advanced the Company a total of $217,932. |
RESTATEMENT (Tables)
RESTATEMENT (Tables) | 9 Months Ended |
Aug. 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Effects of Restatement | The effects of the restatement on the Company’s financial statements as of, and for the three and nine months ended August 31, 2016: Balance Sheet As Effect of As Reported Restatement Restated Common Stock $ 23,818 $ 427 $ 24,245 Additional paid in capital 6,793,041 853,233 7,646,274 Accumulated (Deficit) $ (7,038,901 ) $ (853,660 ) $ (7,892,561 ) Statement of Operations for the 3 months ended As Effect of As Reported Restatement Restated Consulting fees $ - $ 853,660 $ 853,660 Net loss $ (2,325 ) $ (853,660 ) $ (855,985 ) Net loss per share – basic and diluted $ (0.00 ) $ (0.04 ) $ (0.04 ) Statement of Operations for the 9 months ended As Effect of As Reported Restatement Restated Consulting fees $ - $ 853,660 $ 853,660 Net loss $ (23,060 ) $ (853,660 ) $ (876,720 ) Net loss per share – basic and diluted $ (0.00 ) $ (0.04 ) $ (0.04 ) Consolidated Statement of Cash Flows As Effect of As Reported Restatement Restated Operating activities Net loss $ (23,060 ) $ (853,660 ) $ (876,720 ) Stock based compensation $ (- ) $ 853,660 $ 853,660 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) - shares | Mar. 31, 2017 | Mar. 14, 2016 | Mar. 13, 2016 | Nov. 30, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Common Stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 100,000,000 | 2,000,000,000 |
RESTATEMENT (Details)
RESTATEMENT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | Mar. 31, 2017 | Nov. 30, 2015 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Common stock | $ 24,245 | $ 23,818 | ||||
Additional paid in capital | 7,646,274 | 6,793,041 | ||||
Accumulated (Deficit) | $ (7,892,561) | $ (7,015,841) | ||||
Consulting fees | $ 853,660 | $ 853,660 | ||||
Net loss | $ (855,985) | $ (17,248) | $ (876,720) | $ (36,283) | ||
Net loss per share – Basic and Diluted | $ (0.04) | $ 0 | $ (0.04) | $ 0 | ||
Operating activities | ||||||
Net loss | $ (855,985) | $ (17,248) | $ (876,720) | $ (36,283) | ||
Stock based compensation | 853,660 | |||||
As Previously Reported [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Common stock | 23,818 | 23,818 | ||||
Additional paid in capital | 6,793,041 | 6,793,041 | ||||
Accumulated (Deficit) | (7,038,901) | (7,038,901) | ||||
Consulting fees | ||||||
Net loss | $ (2,325) | $ (23,060) | ||||
Net loss per share – Basic and Diluted | $ 0 | $ 0 | ||||
Operating activities | ||||||
Net loss | $ (2,325) | $ (23,060) | ||||
Stock based compensation | ||||||
Effect of Restatement [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Common stock | 427 | 427 | ||||
Additional paid in capital | 853,233 | 853,233 | ||||
Accumulated (Deficit) | (853,660) | (853,660) | ||||
Consulting fees | 853,660 | 853,660 | ||||
Net loss | $ (853,660) | $ (853,660) | ||||
Net loss per share – Basic and Diluted | $ (0.04) | $ (0.04) | ||||
Operating activities | ||||||
Net loss | $ (853,660) | $ (853,660) | ||||
Stock based compensation | $ 853,660 |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | Mar. 31, 2017 | Nov. 30, 2015 |
GOING CONCERN [Abstract] | ||
Working capital deficit | $ 221,292 | |
Accumulated deficit | $ 7,892,561 | $ 7,015,841 |
SHAREHOLDER LOANS (Details)
SHAREHOLDER LOANS (Details) - USD ($) | 1 Months Ended | |
Aug. 31, 2016 | Mar. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Stock issued to consultant, shares | 426,830 | |
Stock issued to consultant, value | $ 853,660 | |
Stock issued, price per share | $ 2 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Mar. 31, 2017 | Aug. 31, 2016 | Nov. 30, 2015 |
Related Party Transaction [Line Items] | |||
Due to shareholder | $ 217,932 | $ 194,327 | |
Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Due to shareholder | $ 217,932 |