RORINE INTERNATIONAL HOLDING (RIHC) 10-Q 2017 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED February 28, 2017
OR
☐	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.  YES ☒    NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
(Do not check if smaller reporting company)	Emerging growth company ☐

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 May 2, 2017.

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RORINE INTERNATIONAL HOLDING CORPORATION

FINANCIAL STATEMENTS

FEBRUARY 28, 2017

TABLE OF CONTENTS

PART I. - FINANCIAL INFORMATION
		Page
ITEM 1	FINANCIAL STATEMENTS
	Unaudited Balance Sheets as of February 28, 2017 and November 30, 2016	3
	Unaudited Statements of Operations for the three month period ended February 28, 2017 and for the three month period ended February 29, 2016	4
	Unaudited Statements of Cash Flows for the three month period ended February 28,  2017 and for the three month period ended February 29, 2016	5
	Condensed Notes to Interim Financial Statements (unaudited)	6
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	12
ITEM 4	Controls and Procedures	12
PART II	OTHER INFORMATION	13
ITEM 1A	Risk Factors	13
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
ITEM 6	Exhibits	14
INDEX TO EXHIBITS		14
SIGNATURES		15

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RORINE INTERNATIONAL HOLDING CORPORATION

 CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	February 28,			November 30,
	2017			2016
ASSETS
Current Assets:
Cash		-			-
Total current assets		-			-
Total Assets		-			-
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Accounts payable		13,785			5,005
Due to shareholder		229,997			229,997
Total liabilities		243,782			235,002
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,
24,244,876		24,245			24,245
Capital in excess of par value		7,646,274			7,646,274
Accumulated deficit		(7,915,051	)		(7,906,271	)
Total shareholders deficit		(243,782	)		(235,002	)
Total Liabilities and Shareholders’ Deficit		-			-

These accompanying notes are an integral part of these financial statements

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RORINE INTERNATIONAL HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED FEBRUARY 28, 2017 AND FEBRUARY 29, 2016

(UNAUDITED)

	For the Three			For the Three
	Months Ended			Months Ended
	February 28,			February 29,
	2017			2016
Expenses:
Selling and Administrative Expenses	$	8,780		$	13,765
Operating loss		(8,780	)		(13,765	)
Total loss from operations		(8,780	)		(13,765	)
Loss Per Share -
Basic and Diluted	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding		24,244,876			23,818,046

These accompanying notes are an integral part of these financial statements

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RORINE INTERNATIONAL HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED FEBRUARY 28, 2017 AND FEBRUARY 29, 2016

(UNAUDITED)

	For the Three			For the Three
	Months Ended			Months Ended
	February 28,			February 29,
	2017			2016
CASH FLOWS FROM OPERATIONS:
Net loss	$	(8,780	)	$	(13,765	)
Adjustments required to reconcile net loss to net cash
consumed by operating activities:
Changes in assets and liabilities:
Increase in accounts payable		8,780			6,930
Net Cash Consumed by Operating Activities:		-			(6,835	)
		.
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shareholder loans		-			6,835
Net Cash Provided by Financing Activities:		-			6,835
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

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1. BASIS OF PRESENTATION

The unaudited interim financial statements of Rorine International Holdings Corp. . (the “Company”) as of February 28, 2017  and for the three 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 month periods ended February 28, 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.

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Accounts payable consist of vendor payables at February 28, 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 $243,782 has an accumulated deficit of $7,915,051 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. 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.

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9. RELATED PARTY TRANSACTIONS

As of February 29, 2017 and November 30, 2016 the Company  Principal Executive Officer had advanced the Company a total of $229,997 and $229,997, respectively.  

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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.

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.

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 February 28, 2017 to the three months ended February 29, 2016.

	Three Months Ended
	February 28, 2017			February 29, 2016
Revenues	$ - Nil -			$- Nil -
Selling and AdministrativeExpenses	$	8,780		$	13,765
Net Loss from ContinuingOperations	$	(8,780	)	$	(13,765	)
Net Loss from DiscontinuedOperations		-			-

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Expenses

Our expenses for the three months ended February 28, 2017 and February 29, 2016 were as follows:

	February 28, 2017		February 29, 2016
Computer Fees	$		$
Professional Fees		8,780		13,765
Selling Expense
Total Expenses	$	8,780	$	13,765

For the three months ended February 28, 2017, our total operating expenses were $8,780 as compared to $13,765 for the three months ended February 29, 2016.  Our operating expenses are expected to vary based on the level of our professional fees.

Professional Fees

We incurred a total of $8,780 in professional fees for the three months ended February 28, 2017 as compared to $13,765 during the three months ended February 29, 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.

Liquidity and Capital Resource

Working Capital Deficit

	At			At
	February 28,			November 30,
	2017			2016
Current Assets	$	-		$	-
Current Liabilities		243,782			235,002
Working Capital	$	(243,782	)	$	(235,002	)

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Cash Flows

	For the Three Months Ended		For the Three Months Ended
	February 28,		February 29,
	2017		2016
Net CashConsumed byOperating Activities	$	-		$	(6,835	)
Net Cash Providedby Financing Activities		-			6,835
Net change in cash	$	-		$	-

Net Cash Consumed 

Working Capital Needs:

As of February 28, 2017, we had a net working capital deficit of $243,782. 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 $-0- for the three months ended February 28, 2017 and 6,835 for the three months ended February 29, 2016. Cash consumption is expected to remain stable until the Company once again commences active business operations.

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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 February 28, 2017, the shares had not yet been issued.

Cash flows from financing activities from continuing operations produced cash flows during the three month period ended February 28, 2017 of $-0-, compared to $6,835 for the three months ended February 29, 2016.  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 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.

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 February 28, 2017.

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Material Weakness in Internal Control Over Financial Reporting

Subsequent to February 28, 2017, management reassessed the effectiveness of the Company’s internal control over financial reporting. Based on this 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 issuances 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, 2016 and had not been remediated by the end of the period covered by this Quarterly Report on Form 10-Q.  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, 2016.

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.

We believe the actions described above 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.

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.

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ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 6. EXHIBITS.

The following documents are included herein:

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of  Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of 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 28th day of June, 2017.

RORINE INTERNATIONAL HOLDING CORPORATION
BY:	TESHEB CASIMIR
/s/	TESHEB CASIMIR
	Principal Executive Officer
	BY: TAN SEW HOCK
	/s/  TAN SEW HOCK
	Principal Financial Officer and
	Principal Accounting Officer

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