FOR THE SIX MONTHS ENDED MAY 31. 2018
The accompanying notes are an integral part of these financial statements.
The unaudited interim financial statements of Rorine International Holdings Corp.. (the “Company”) as of February 28, 2018 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, 2018 are not necessarily indicative of the results to be expected for the full fiscal year ending November 30, 2018. 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 (Rorine), 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 expenses consist mainly of professional fees.
On January 12, 2016, Rorine International Holding Corporation successfully entered in a marketing and distribution agreement with RICH Group based in Southeast 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 Southeast 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 May 31, 2018 and November 30, 2017.
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 ($288,690), an accumulated deficit of $7,959,959, 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 (Unwall 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. (Unwall International).
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. PRINCIPLE OF CONSOLIDATION
The consolidated financial statements represent the combined results of Rorine International Holdings Corp. and its wholly owned subsidiary, Unwall Technologies. All intercompany balances have been eliminated.
7. DISCONTINUED OPERATIONS
The Company began development stage activities through its wholly owned Malaysian subsidiary, Unwall Technologies on September 1, 2012. Operations of the Malaysian subsidiary effectively ceased on May 31, 2013, and closed by August 31, 2013. The equipment and software owned by this subsidiary had no material value and were either abandoned or given to employees. Unwall International has assumed responsibility for any remaining accounts payable of the subsidiary. A planned social lending division was terminated with no viable development before October 31, 2013.
8. RELATED PARTY TRANSACTIONS
As of May 31, 2018 and November 30, 2017 Company Principal Executive Officer had advanced the Company a total of $294,063 and $273,440, respectively.
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.
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.
