ITEM 1. BUSINESS
History
Our company was incorporated in the State of Nevada on June 7, 2007. From incorporation until 2009 we were a distributor of an electronic non-invasive acupuncture pen as an alternative to traditional needles used during acupuncture treatments. We did not generate revenues from sale of the acupuncture pen and, upon further market research, it was determined that pursuing the marketing and sale of this product was not as profitable as previously projected. Therefore, all efforts relating to the distribution and marketing of the acupuncture pen ceased. In 2009, the Company entered the business of marketing certain energy conversion and waste disposal pyrolysis technology and systems. This business was discontinued by March 2011.
Current Business
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 former 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.
On January 15, 2016, we announced a marketing and distribution agreement with Rich Group concerning the marketing of Eastern alternative medical packages related to Type II Diabetes outside China to non-traditional markets where permitted by applicable law.
On July 9, 2015 we changed our corporate name to “3 Shine Technologies Inc.” and, on September 14, 2015, we again changed our corporate name, this time to our present corporate name, “Rorine International Holding Corporation.” Both of these corporation name changes were accomplished by means of a merger with a wholly owned subsidiary, as permitted by Nevada corporation law.
We have not been involved in any bankruptcy, receivership or similar proceeding.
ITEM 1A.
ITEM 1A. RISK FACTORS
Any of the following risks could materially adversely affect our business, financial condition, or operating results.
All parties and individuals reviewing this Annual Report on Form 10K and considering us as an investment should be aware of the financial risk involved. When deciding whether to invest or not, careful review of the risk factors set forth herein and consideration of forward-looking statements contained in this registration statement should be adhered to. Prospective investors should be aware of the difficulties encountered as we face all the risks including competition, and the need for additional working capital. The likelihood of our success must be considered in light of the problems and expenses that are frequently encountered in connection with operations in the competitive environment in which we will be operating.
***You should read the following risk factors carefully before purchasing our common stock. ***
The Company likely will require continuing financial support from its officers, directors or principal stockholder to sustain operations, but such support is not assured
The Company’s planned business will require significant cash advances from its officers, directors or principal stockholder to pay operating expenses, general and administrative costs and the substantial fees and expenses of the Company being a public company. These advances will be booked as debt owed to the officers, directors or principal stockholder, and the Company may issue stock in payment of the advances.
Although making such advances would be in the interest of our officers, directors and principal stockholder, they are not required to do so and have not funded a credit line or other facility to ensure the Company’s access to capital as needed.
The Company will rely on its two directors to manage the Company, and Their Decisions May Present Potential Conflicts of Interest.
Tesheb Casimir and Tan Sew Hock are our only officers and directors. All stockholders will have to rely solely on their judgment as to how best manage the Company and develop and grow the business of Rorine .
Our Common Stock represents an illiquid investment, and there are risks associated with investing in companies trading on the over-the-counter bulletin board.
Although the Company’s common stock is quoted on OTCMarkets, for over 12 months trading has been sporadic and low volume. We cannot be certain that a sufficiently active market will develop to allow you to sell your shares. Accordingly, a purchase of the shares must be considered a long term investment and only for investors who can tolerate the loss of their entire investment. In addition to the risks of investing in our stock, there are separate risks associated with investing in and trading the stock of companies through OTCMarkets, including:
·
Absence of listing standards. Companies listed on NASDAQ or national stock exchanges have to maintain strict standards of corporate governance (a majority of independent directors, and audit, compensation, and nominating committees comprised of independent directors), a minimum stock price, and various matters which have to be approved by shareholders. OTCMarkets traded companies are not subject to such standards.
·
Inefficient trading and lower liquidity. Stockholders of OTCMarkets companies frequently have difficulty in getting buy/sell orders filled promptly, and/or at expected prices.
·
Lower trading volume. Though some OTCMarkets companies experience occasional periods of heavy trading, many OTCMarkets companies have lower trading volume, which contributes to the illiquidity of investing in such companies.
The OTCMarkets is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTC Bulletin Board. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on OTCMarkets.
Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, OTCMarkets has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company. Investors may have greater difficulty in getting orders filled because our stock trades on OTCMarkets rather than on NASDAQ. Investors’ orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities. Investors must contact a broker-dealer to trade OTCMarkets securities. Investors do not have direct access to the OTCMarkets service and there only has to be one market maker.
Because OTCMarkets stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.
Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase our common stock
It is extremely unlikely that the Company will have positive earnings in the future. And it is unlikely that a reverse merger with an operating company will result in earnings sufficient to pay dividends. It is much more likely that such future earnings would be retained to finance the business. In any event, payment of any future dividends will be at the sole discretion of the future Board of Directors (following a reverse merger), taking into account the merged companies’ revenues, financial condition, operating results, cash needs, growth plans and other factors. Accordingly, investors that are seeking cash dividends should not purchase our Common Stock.
Because we will be subject to the “Penny Stock” rules once our shares are quoted on the Over-the-Counter Bulletin Board, the level of trading activity in our stock may be reduced
Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the SEC. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on Nasdaq). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.
Risks Related to Doing Business in Malaysia
Malaysia suffers from endemic corruption.
Our discontinued Unwall Technologies business was focused in Malaysia. It is possible that our healthcare products marketing business may also target the Malaysian market. There have been numerous high-profile corruption cases. Allegedly, market-based principles are not applied in cases involving individuals with high - level political access. It is alleged that Malaysian business executives rank corruption as one of the most problematic factors for doing business in Malaysia. The government has recognized the problem and promised to curb corruption, but the results have so far not met expectations. As a United States company, the Company is subject to United States laws making it illegal to pay bribes to foreign officials, which may make the Company less competitive in winning business in Malaysia in competition with non-United States companies.
Malaysia suffers from political favoritism and a judiciary that is allegedly not independent.
It has been alleged that, in public procurement, there is local favoritism which is fostered by a secretive procurement procedure. There is allegedly also preference for businesses owned by “bumiputera,” which are ethnic Malays and other Malaysian indigenous peoples. Additionally, the judiciary is reportedly not independent and there have been alleged instances of selective prosecution, preferential treatment and arbitrarily or politically motivated verdicts. Any of these factors could disfavor an American company, such as Rorine
Risks Related to Doing Business in Indonesia.
Our discontinued Unwall Technologies business also focused on Indonesia. It is possible that our planned healthcare products marketing business may also target the Indonesian market. Reported risks of doing business in Indonesia are similar to Malaysia, but allegedly much worse, with the country historically reported to be riddled with endemic corruption. Again, to the extent that these reports are true, the Company could be very seriously disadvantaged as an American company prohibited by law from bribing foreign officials.
Risks Related to Doing Business in China
Certain important certificates, permits, and licenses are subject to PRC governmental control and renewal, and the failure to obtain renewal would adversely impact our business.
It is possible that we will also target the healthcare products marketing business in the Peoples Republic of China (PRC) as well as in Indonesia and Malaysia . Doing business in the PRC is subject to compliance with numerous permits and licenses. Licenses and permits must be complied with and renewed periodically. During the application or renewal process, businesses will be evaluated and re-evaluated by the appropriate governmental authorities and must comply with the prevailing standards and regulations, which may change from time to time. In the event that the company with which were merger is not able to obtain or renew the certificates, permits and licenses, all or part of the combined companies’ PRC operations may be suspended by the government, which would have a material adverse effect on our business and financial condition. Furthermore, if escalating compliance costs associated with governmental standards and regulations restrict or prohibit any part of the operations, it may adversely affect our results of operations and profitability.
Uncertainties with respect to the PRC legal system could limit the legal protections available to you and us.
Any PRC operations generally will be subject to laws and regulations applicable to foreign invested enterprises in China. The PRC legal system is based on written statutes, and prior court decisions may be cited for reference but have limited precedential value. Since 1979, a series of new PRC laws and regulations have significantly enhanced the protections afforded to intellectual property rights and various forms of foreign investments in China. However, since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to you and us. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.
Since any future assets of the Company will likely be located outside the United States, it will be extremely difficult to acquire jurisdiction and enforce liabilities against the Company and our officers, directors and assets based in China.
While the Company presently has no assets, a full impairment having been taken upon discontinuation of our Unwall Technologies business, it is possible that our planned healthcare products marketing business will acquire assets. Although the Company is a Nevada corporation, our officers and directors reside outside of the United States and all our assets will likely be located outside the United States. As a result, it may be difficult or impossible to effect service of process within the United States upon the directors or officers, or enforce against any of them court judgments obtained in United States’ courts, including judgments relating to United States federal securities laws. In addition, there is uncertainty as to whether the courts of the PRC or Hong Kong would recognize or enforce judgments of United States’ courts obtained against us predicated upon the civil liability provisions of the securities laws of the United States, or have jurisdiction to hear original actions brought in the United States predicated upon the securities laws of the United States. Furthermore, it would be extremely difficult to access those assets to satisfy an award entered against us in United States courts.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2.
ITEM 2. PROPERTIES
Principal Business Office
Our principal business office is a shared office services facility located at 7582 Las Vegas Blvd South, Ste 325, Las Vegas, Nevada 89123. Our resident agent office is located at Suite 530, 1980 Festival Plaza Dr., Las Vegas, Nevada 89135.
The Company currently does not have any formal rent agreements on its office premises located in Nevada.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES
We do not engage in mining operations and accordingly have no information to disclose concerning mine safety.
PART II
ITEM 5.
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET FOR COMMON EQUITY
Market Information
We are quoted on OTCMarkets under the symbol “RIHC” . The following table sets forth the high and low bid price per share of our common stock for the periods presented.
Stockholders of Our Common Shares
As of November 30, 2015, we had 23,818,046 shares of our common stock outstanding and 750,000 shares of our Series A Preferred Stock outstanding, which share amounts were unchanged from November 30, 2014.
Our common shares are issued in registered form. The registrar and transfer agent for our shares of common stock is Quicksilver Stock Transfer, with an address of 1980 Festival Plaza Dr., Ste 530, Las Vegas, NV 89135, Telephone: 702-629-1883, Facsimile: 702-562-9791.
Dividend Policy
We have not declared or paid any cash dividends on our common stock or other securities and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deem relevant.
Securities Authorized For Issuance Under Equity Compensation Plans
Except as disclosed below, we do not have an equity compensation plan in favor of any director, officer, consultant or employee of our company.
Stock Option Plan
On September 23, 2009, our Board of Directors adopted a stock option plan (the “2009 Stock Option Plan”). The 2009 Stock Option Plan provides for the issuance of up to 13,334 shares to assist us in retaining those officers, employees, consultants or directors whose services would contribute to our success. As of November 30, 2015 there were no options granted.
Repurchase of Equity Securities by the Issuer and Affiliated Purchasers
We did not repurchase any of our shares of common stock or other securities during our fiscal year ended November 30, 2015.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Notice Regarding Forward Looking Statements
We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.
Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements.
Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in our next Annual Report on Form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
The following discussion should be read in conjunction with our financial statements and the related notes included herein. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this report, particularly in the section entitled “Risk Factors”.
Our financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
OVERVIEW.
Critical Accounting Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The application of GAAP involves the exercise of varying degrees of judgment. The resulting accounting estimates will not always precisely equal the related actual results. Management considers an accounting estimate to be critical if:
- assumptions are required to be made; and
- changes in estimates could have a material effect on our financial statements.
We have determined that none of the estimates meet those criteria of a significant estimate.
Cash Requirements
Over the next twelve months we intend to use any funds that we may have available to fund our operations.
Not accounting for our working capital deficiency of $(198,232) as of November 30, 2015, we require additional funds of approximately $200,000 to cover ongoing general and administrative expenses as a public company as well as minimal initial expenses for our planned healthcare products marketing business. We do not have the funds necessary to cover our projected operating expenses for the next twelve month period, we will be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through private placement of debt or equity to our existing shareholders.
Our auditors have issued a going concern opinion for our year ended November 30, 2015. This means that there is substantial doubt that we can continue as an on- going business for the next twelve months unless we obtain additional capital to pay our bills. As we had no cash on hand and a working capital deficiency in the amount of $(198,232) as of November 30, 2015, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. We plan to complete debt financings and/or private placement sales of our common stock in order to raise the funds necessary to pursue our plan of operation and to fund our working capital deficit in order to enable us to pay our accounts payable and accrued liabilities. We currently do not have any arrangements in place for the completion of any debt financings or private placement financings and there is no assurance that we will be successful in completing any debt financing or private placement financing.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment over the twelve months ending November 30, 2016.
Research and Development
We do not intend to allocate any funds to research and development over the twelve months ending November 30, 2016.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
The following is an analysis of our revenues and gross profit, details and analysis of components of expenses, and variances from November 30, 2014 to November 30, 2015.
Other income
Expenses
Our expenses for the fiscal year ended November 30, 2015 and 2014 are as follows:
For the year ended November 30, 2015, our total operating expenses from continuing operations were $48,435 as compared to $35,890 for the year ended November 30, 2014. Operating expenses are expected to remain stable until our healthcare products marketing business is launched.
Professional Fees
We incurred a total of $44,403 in professional fees in the year ended November 30, 2015 compared to $29,655 in the year ended November 30, 2014. Professional fees are expected to remain stable until our planned healthcare products marketing business is launched. .
Liquidity and Capital Resource
Cash Flows
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 $51,370 in 2015 and $46,190 in 2014.
Year ended November 30, 2015
Our cash needs remained stable during the year ended November 30, 2015 given the delays in commencing our previously planned social lending business, reflecting basically the ongoing level of cash that management expects is necessary to maintain us as a public company.
Investing and Financing Activities:
For the fiscal years ended in 2015 and 2014, we had no investing activities.
Our cash flows from financing activities were $51,370 for the fiscal year ended November 30, 2015 compared to $46,190 for the fiscal year ended November 30, 2014, 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 officer 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
The Company has experienced losses since its inception 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.
We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock or from loans by our directors, officers or shareholders. 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 formal arrangements in place for any future debt or equity financing.
Item 7A.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company”, we are not required to provide the information required by this Item.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
November 30, 2015 and 2014
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT
To the Board of Directors and Stockholders of Unwall International Inc.
We have audited the accompanying consolidated balance sheets of Unwall International, Inc. as of November 30, 2014, and the related statements of income, comprehensive income, stockholders’ equity, and cash flows for the year ended November 30, 2014. Unwall International Inc. management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion.
An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Unwall International, Inc. as of November 30, 2014, and the results of its operations and its cash flows for the years ended November 30, 2014, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, at November 30, 2014, the Company had an accumulated deficit of $6,967,406, and has a history of continuing losses. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts or classification of liabilities that might be necessary should the Company be unable to continue in operation.
Michael F. Albanese, C.P.A.
Michael F. Albanese, CPA
June 12, 2015
Parsippany, New Jersey
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Rorine International Holdings Corporation:
We have audited the accompanying consolidated balance sheet of Rorine International Holdings Corporation (“the Company”) as of November 30, 2015 and the related statement of operations, stockholders’ equity (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of Rorine International Holdings Corporation, as of November 30, 2015, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles in the United States of America.
The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company's internal control over financial reporting. Accordingly, we express no such opinion.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ B F Borgers CPA PC
B F Borgers CPA PC
Lakewood, CO
February 29, 2016
UNWALL INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
These accompanying notes are an integral part of these financial statements
These accompanying notes are an integral part of these financial statements
These accompanying notes are an integral part of these financial statements
The accompanying notes are an integral part of these financial statements.
RORINE INTERNATIONAL HOLDING CORPORATION
(fka UNWALL INTERNATIONAL INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2015
1. BASIS OF PRESENTATION
The financial statements of Rorine International Holdings Corp. . (the “Company”) as of November 30, 2015 are prepared in accordance with accounting principles generally accepted in the United States of America. 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.
Accounts payable consist of vendor payables at November 30, 2015 and 2014.
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 $198,232 has an accumulated deficit of $7,015,841 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. 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.
7. 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.
8. INCOME TAXES
The Company accounts for income taxes under an asset and liability approach. The Company determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company files income tax returns in the United States (“U.S.”) Federal and the States of Hawaii and California jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply.
The Company has experienced net operating losses each year since its inception. The Internal Revenue Code allows net operating losses (NOL's) to be carried forward and applied against future profits for a period of twenty years. Malaysia does not have a limitation on loss carryforwards. The potential benefit of these carryovers has been recognized on the books of the Company, but it has been offset by a valuation allowance. If not used, these NOL's will expire in the U.S. as follows:
Under pronouncements of the FASB, recognition of deferred tax assets is permitted unless it is more likely than not that the assets will not be realized. The Company has recorded deferred tax assets as follows:
The valuation allowance changed by $ 16,952 during the 2015 year.
The Internal Revenue Code permits audits by the Internal Revenue Service for periods up to three years from the date tax returns are filed. Malaysia has no stated limitation. Tax returns of the Company are subject to audit for the years ended November 30, 2013, 2014 and 2015.
9. RELATED PARTY TRANSACTIONS
As of November 30, 2013 the Company Principal Executive Officer had advanced the Company a total of $96,767. During the year ended November 30, 2014 the Company President made advances to the Company totaling $46,190. During year ended November 30, 2015 he made advances to the Company additional funds of $51,370 resulting in a balance of $194,327.
10. SUBSEQUENT EVENT
On the 12 January 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.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL STATEMENTS
On January 6, 2016, the Company dismissed Michael F. Albanese as its independent registered accountant and engaged BF Burgers CPA PC as its new independent registered public accountant. There were no disagreements between the Company and Mr. Albanese.
ITEM 9A(T).
ITEM 9A(T). CONTROLS AND PROCEDURES
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer (who is acting as our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
As of November 30, 2015, the end of the fiscal period covered by this report, we carried out an evaluation, under the supervision of our chief executive officer, with the participation of our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The officers concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of November 30, 2015. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of November 30, 2015, our internal control over financial reporting was not effective.
This annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the year ended November 30, 2015 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORTE GOVERNANCE
The following information sets forth the name of our officers and director, their present positions, age and biographical information within the last 10 years. Also provided is a brief description of the business experience of our director and executive officers and significant employees during the past five years and an indication of directorships held by such director in other companies subject to the reporting requirements of the Securities Exchange Act.
(1) Directors hold office until the next annual stockholders’ meeting or until a successor or successors are elected and appointed.
Tesheb Casimir
Mr. Casimir (age 40) is currently CEO of CNL Ventures Group, Asia Pacific Region. He is responsible for the management and growth of the Asia Pacific Region for the ventures capital markets. Major concentration is in China and Australia for the SNS and it services. He is a corporate lawyer, business consultants in the finance/investment sector. He is fluent in English.
Tan Sew Hock
Mr. Tan, 53, has been Chairman of World Global Alliance Corporation Ltd since 2012 and was previously Vice Chairman since 2003. World Global Alliance Corporation Ltd is a Hong Kong based project management company with projects in Cambodia, Vietnam, Malaysia and China. Projects have included casinos, infrastructure and shipping. Mr. Tan holds a Bachelor of Arts degree from the National Agriculture University in Malaysia. He brings over 25 years of experience in project management, real estate development and agricultural projects throughout Southeast Asia.
Family Relationships:
There are no family relationships among our director or executive officers.
Involvement in Certain Legal Proceedings:
None of our executive officers, control persons and director has been involved in any of the following events during the past ten years and which is material to an evaluation of the ability or the integrity of our director or executive officer:
1.
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
2.
Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.
The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities; associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
i)
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an
ii)
Engaging in any type of business practice; or
iii)
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
4.
The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;
5.
Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6.
Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7.
Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
i)
Any Federal or State securities or commodities law or regulation; or
ii)
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or
iii)
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8.
Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a) (29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Investor Relations
As of November 30, 2015, we have not engaged investor relation professionals.
Audit Committee and Audit Committee Financial Expert
Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.
We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a)of the Exchange Act requires our officers and directors, and persons who own more than 10% of our common stock, to file reports of ownership and changes of ownership of such securities with the United States Securities and Exchange Commission. As of the year ended November 30, 2015, our officers and directors have complied with Section 16(a) with the exception of Great On Technologies Limited and Tesheb Casimir, who have not yet filed Forms 3.
Code of Ethics
Based on our size and our early stage of development we have not yet developed a code of ethics.
Material Changes to Nominations by Security Holders of Director Candidates
In the past fiscal year, there has been no material change to the procedures by which security holders may recommend nominees to the small business issuer’s board of directors.
DIRECTORS’ COMPENSATION
Our officers and director do not receive compensation. Directors are reimbursed for any expenses incurred on our behalf.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The particulars of the compensation paid to the following persons:
•
our principal executive officer;
•
each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended November 30, 2015, 2014 and 2013; and
•
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended November 30, 2015, 2014 and 2013,
who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:
SUMMARY COMPENSATION TABLE
There are no compensatory plans or arrangements with respect to our executive officers resulting from their resignation, retirement or other termination of employment or from a change of control.
Stock Options/SAR Grants
During our fiscal year ended November 30, 2015 there were no options granted to our named officers or directors.
Outstanding Equity Awards at Fiscal Year End
No equity awards were outstanding as of the year ended November 30, 2015.
Option Exercises
During our Fiscal year ended November 30, 2015 there were no options exercised by our named officers.
Compensation of Directors
We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.
We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information regarding the beneficial ownership of our shares of common stock as of November 30, 2015 (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) by all of our directors and executive officers as a group. Each person named in the table, has sole voting and investment power with respect to all shares shown as beneficially owned by such person and can be contacted at our executive office address.
Under Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares.
The persons or entities listed below have sole voting and investment power with respect to all shares of common stock beneficially owned by them, except to the extent such power may be shared with a spouse. No change in control is currently being contemplated.
(1)
Based on 23,818,046 common shares outstanding as of November 30, 2015.
(2)
Great On Technologies Holdings is controlled by Tsang Chi Man,.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
No director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended November 30, 2015, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.
Director Independence
We currently act with two directors, Tasheb Casimir and Tan Sew Hock. We have determined that neither of our directors is an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).
We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.
The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Pre-Approval Policies and Procedures Prior to engaging our accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed. All of the services described above were approved by the board of directors in accordance with its procedures.
Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years:
All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.
Maintaining Principal Accountant’s Independence
Our Board of Directors has considered whether the provision of the services described below are compatible with maintaining the principal accountant’s independence and believes that such services do not compromise that independence.
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements
1. Financial statements for our company are listed in the index under Item 8 of this document
2. All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
*
Filed herewith.
(1)
Incorporated by reference from Form S-1 that was originally filed with the SEC on March 18, 2008
(2)
Incorporated by reference from Form 8-K that was originally filed with the SEC on September 30, 2009
(3)
Incorporated by reference from Form 8-K that was originally filed with the SEC on January 25, 2012
SIGNATURES
In accordance with section 13 and 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
In accordance with the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.