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EX-31.1 - CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SARBANES OXLEY SECTION 302 - ROYALE GLOBE HOLDING INC.ex311.htm
EX-31.2 - CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER PURSUANT TO SARBANES OXLEY SECTION 302 - ROYALE GLOBE HOLDING INC.ex312.htm
EX-32.1 - CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 - ROYALE GLOBE HOLDING INC.ex321.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
FORM 10-Q
 
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended January 31, 2010
 
[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
ROHAT RESOURCES, INC.
 (Exact name of registrant as specified in its charter)
 
 NEVADA
 20-5913810
 333-1399326
 (State or other jurisdiction of incorporation or organization)
 (IRS Identification No.)
(Commission File Number)
 
Flat 165, Oi Ping House, Oi Tung Estate
Aldrich Bay,
Shaukeiwan, Hong Kong
(Address of principal executive offices)
 
852-9349-0468
(Registrant's telephone number)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yes [] No [ ]
 
 

 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
 Large accelerated filer [ ]    
 Accelerated filer [ ]
 Non-accelerated filer [ ]             
 Smaller reporting company [X]
   
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
 
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
 
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distributions of securities under a plan confirmed by a court. Yes [ ] No [ ] N/A [ ]
 
APPLICABLE TO CORPORATE ISSUERS:
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class - Common Stock, 6,487,500 shares outstanding as of March 10, 2010.
 



 
2

 


ROHAT RESOURCES, INC.

 TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
  Page  
       
Item 1  Financial Statements (Unaudited)
     
          Balance Sheets
   
4
 
          Statements of Operations
   
5
 
          Statements of Changes in Stockholders' Equity (Deficiency)
   
6
 
          Statements of Cash Flows
   
7
 
          Note to Financial Statements
   
8-13
 
         
Item 2  Management's Discussion and Analysis of Financial Condition and Results of Operations
   
14
 
Item 3  Quantitative and Qualitative Disclosures about Market Risk
   
16
 
Item 4T Controls and Procedures
   
16
 
         
PART II OTHER INFORMATION
       
Item 1  Legal Proceedings
   
17
 
Item 1A Risk Factors
   
17
 
Item 2  Unregistered Sales of Equity Securities and Use of Proceeds
   
17
 
Item 3  Defaults Upon Senior Securities
   
17
 
Item 4  Submission of Matters
   
17
 
Item 5  Other Information
   
17
 
Item 6  Exhibits
   
17
 
Signatures
   
18
 
         
         


 
3

 


PART I. FINANCIAL INFORMATION
 
ITEM 1 FINANCIAL STATEMENTS.

ROHAT RESOURCES, INC.
(An Exploration Stage Company)
Balance Sheets
 

   
(Unaudited)
       
   
January 31, 2010
   
October 31, 2009
 
             
Assets
           
Current assets
           
 Cash and cash equivalents
 
$
-
   
$
-
 
  Cash in escrow
   
68
     
68
 
Total current assets
 
$
68
   
$
68
 
                 
Liabilities and Stockholders' Deficiency
               
Current liabilities
               
  Loan from director
 
$
14,395
   
$
12,730
 
  Accounts payable and accrued liabilities
   
14,802
     
14,802
 
Total current liabilities
 
$
29,197
   
$
27,532
 
                 
Stockholders’ Deficiency
               
Preferred stock $0.001 par value; 10,000,000 shares authorized; none issued
   
-
     
-
 
Common stock $0.001 par value; 100,000,000 shares
               
authorized; 6,487,500 shares issued and outstanding for both periods
   
6,488
     
6,488
 
Additional paid-in-capital
   
78,559
     
78,559
 
Deficit accumulated during exploration stage
   
(114,176
)
   
(112,511
)
Total stockholders' deficiency
   
(29,129
)
   
(27,464
)
   
$
68
   
$
68
 
                 
See notes to financial statements
 
 
 
4

 

ROHAT RESOURCES, INC.
(An Exploration Stage Company)
Statements of Operations
(Unaudited)

 
   
Three months
ended
   
Three months
ended
   
For the Period
August 25, 2006
(Inception) through
 
   
January 31, 2010
   
January 31, 2009
   
January 31, 2010
 
Revenues
  $ -     $ -     $ -  
Cost of sales
    -       -       -  
  Gross margin
    -       -       -  
Operating Expense
    -       -       -  
General & administrative expenses
    1,665       25,712       130,114  
Operating loss
    (1,665 )     (25,712 )     (130,114 )
Other income (expense)
    -       -       -  
Gain on forgiveness of debt
    -       -       15,938  
Loss before income tax expense
    (1,665 )     (25,712 )     (114,176 )
Income tax expense
    -       -       -  
Net loss
  $ (1,665 )   $ (25,712 )   $ ( 114,176 )
Loss per share basic and diluted
 
$
(0.000)
   
(0.004)
         
Weighted average number of common shares outstanding
                       
basic and diluted
   
6,487,500
     
6,487,500
         
 

See notes to financial statements


 
5

 


ROHAT RESOURCES, INC.
(An Exploration Stage Company)
Statements of Changes in Stockholders’ Equity (Deficiency)
For the Period from August 25, 2006 (Inception) through January 31, 2010

                     
Deficit
       
                     
Accumulated
       
               
Additional
   
During
   
Total
 
   
Common Stock
   
Paid-in
   
Exploration
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Stage
   
Equity (Deficiency)
 
                               
September 6,  2006 stock issued for cash
    4,000,000     $ 4,000     $ -     $ -     $ 4,000  
September 20, 2006 stock issued for cash
    485,000       485       1,940       -       2,425  
September 27, 2006 stock issued for cash
    1,687,500       1,688       15,187       -       16,875  
October 27, 2006 stock issued for cash
    315,000       315       15,435       -       15,750  
Net loss
                            (16,774 )     (16,774 )
Balance October 31, 2006
    6,487,500       6,488       32,562       (16,774 )     22,276  
Net loss
    -       -       -       (26,702 )     (26,702 )
Balance October 31, 2007
    6,487,500       6,488       32,562       (43,476 )     (4,426 )
Net loss
    -       -       -       (31,729 )     (31,729 )
Balance October 31, 2008
    6,487,500       6,488       32,562       (75,205 )     (36,155 )
Net loss
                            (37,306 )     (37,306 )
Additional capital contributed in March 5, 2009
                    45,997               45,997  
Balance October 31, 2009
    6,487,500       6,488       78,559       (112,511 )     (27,464 )
Net loss (Unaudited)
                            (1,665 )     (1,665 )
Balance January 31, 2010 (Unaudited)
    6,487,500     $ 6,488     $ 78,559     $ (114,176 )   $ (29,129 )
                                         
   

See notes to financial statements
 
6

 
 
  ROHAT RESOURCES, INC.
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)

               
For the Period
 
   
Three months
   
Three months
   
August 25, 2006
 
   
ended
   
ended
   
(Inception) through
 
   
January 31, 2010
   
January 31, 2009
   
January 31, 2009
 
Cash Flows from Operating Activities
                 
Net loss
 
$
(1,665
)
 
$
(25,712
)
 
$
(114,176
)
Adjustments to reconcile net loss to net cash
                       
  used in operating activities
                       
Changes in operating assets and liabilities
                       
  Accounts payable and accrued liabilities
   
-
     
25,712
     
14,802
 
Net cash used in operating activities
   
(1,665
)
   
-
     
(99,374
)
Cash Flow from Financing Activities 
                       
Loan from director
   
1,665
     
-
     
14,395
 
  Proceeds from sale of common stock
   
-
     
-
     
39,050
 
  Contribution to capital
   
-
     
-
     
45,997
 
Net cash provided by financing activities
   
1,665
     
-
     
99,442
 
                   
 
 
Net increase (decrease) in cash and cash equivalents
   
-
     
-
     
68
 
Cash and cash equivalents at beginning of period
   
-
     
-
     
-
 
Cash and cash equivalents at end of period
 
$
-
   
$
-
   
$
68
 
                         
Supplemental Disclosures of Cash Flow Information
                       
Cash paid during the year for:
                       
Interest
 
-
   
-
   
-
 
Income taxes
 
$
-
   
$
-
   
-
 
                         

See notes to financial statements
 
7

ROHAT RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
For the Period Ended January 31, 2010
 

1.  Nature and Continuance of Operations
 
Rohat Resources, Inc., (“the Company”) was incorporated under the laws of the State of Nevada on August 25, 2006.  The Company is an exploration stage company. The Company acquired a 100% interest in a claim on a mineral property located in the New Westminster, Similkameen, Mining Division of British Columbia, Canada and paid approximately $1,500 to keep the claim in good standing through September 8, 2008.  The Company did not determine whether this property contained reserves that are economically recoverable and never conducted any exploration of the site. In order to keep our claim in good standing through September 8, 2008, we would have been required to either perform exploration work in the amount of approximately $1,410 or pay the same amount to the Province in lieu of the work. We opted to neither proceed with the exploration work nor pay the fee to the Province in lieu of performing the exploration work. Accordingly, our rights to the claim expired as of September 8, 2008.

Our plan of operation for the next 12 months is to explore the acquisition of an operating business.

The Company’s tax reporting year end is October 31.

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $114,176 as of January 31, 2010 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management intends to finance operating costs over the next twelve months with loans from directors and or private placement of common stock. There is no assurance that additional financing will be available or if available, will be on acceptable terms. 
 
 
8

 
ROHAT RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
For the Period Ended January 31, 2010
 
 
 
2.  Summary of Significant Accounting Policies
 
Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. All amounts are presented in U.S. dollars.

Exploration Stage Company

The Company complies with the Financial Accounting Standards Board Statement No.7 and it’s characterization of the Company as an exploration stage enterprise.

Mineral Interests

Mineral property acquisition, exploration and development costs are expensed as incurred until such time as economic reserves are quantified.  The Company never established any proven or probable reserves on its mineral properties.  The Company has adopted the provisions of SFAS No. 143 “Accounting for Asset Retirement Obligations” which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment, or other disposal of long –lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.  Actual results could differ from those estimates.
  
Foreign Currency Translation

The financial statements are presented in United States dollars.  In accordance with Statement of Financial Accounting Standards No. 52 “Foreign Currency Translation,” foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date.  Revenue and expenses are translated at average rates of exchange during the year.  Gains or losses resulting from foreign currency transactions are included in results of operations.
 
 
9

ROHAT RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
For the Period Ended January 31, 2010

Fair Value of Financial Instruments

The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments.  Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest currency or credit risks arising from these financial instruments.
Environment Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate.  Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed.  Liabilities are recorded when environmental assessments and/or remedial efforts are probably, and the cost can be reasonably estimated.  Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.

Income Taxes

The Company follows the accrual method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
At January 31, 2010 a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded because of uncertainties about the utilization of net operating loss carryovers.

Basic and Diluted Loss per Share

The Company computes loss per share in accordance with SFAS No. 128. “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period.  Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

The Company has no potential dilutive instruments and, accordingly, basic loss and diluted loss per share are equal.

Stock based Compensation

In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payments,” which replaced SFAS No. 123, “Accounting for Stock-Based Compensation” and superseded APB Opinion No. 25, “Accounting for Stock Issued to Employees.”  In January 2005, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment,” which provides supplemental implementation guidance for SFAS No. 123R    SFAS No. 123R requires all share based payments to employees , including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award.  SFAS No. 123R was to be effective for interim or annual reporting periods beginning on or after June 15, 2005, but in April 2005, the SEC issued a rule that will permit most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reporting period as required by SFAS No. 123R.  The pro-forma disclosures previously permitted under SFAS No. 123R no longer will be an alternative to financial statement recognition.  Under SFAS No. 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation costs and the transition method to be used at date of adoption.

The transition methods include prospective and retroactive adoption options.  Under the retroactive options, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented.  The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated.  The Company adopted the modified prospective approach of SFAS No 123R for the period ended January 31, 2010.  The Company did not record any compensation expense for the period ended January 31, 2010 because there were no stock options outstanding prior to, or at January 31, 2010.
 
 
10

ROHAT RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
For the Period Ended January 31, 2010
 
 Recent Accounting Pronouncements

In September 2009, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, “Generally Accepted Accounting Principles.” ASC 105-1 0 establishes the FASB Accounting Standards Codification™ (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification supersedes all existing non-SEC accounting and reporting standards. The FASB will now issue new standards in the form of Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the changes in the Codification. References made to FASB guidance have been updated for the Codification throughout this document.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 165, “Subsequent Events” (ASC Topic 855). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 applies to both interim financial statements and annual financial statements. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. SFAS 165 does not have a material impact on our financial statements. We adopted guidance issued by the FASB and included in ASC 855-10, “Subsequent Events,” which establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events (see Note 7).

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (ASC Topic 105). SFAS 168 replaces FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles”, and establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”). SFAS 168 is effective for interim and annual periods ending after September 15, 2009. The Company will begin to use the new Codification when referring to GAAP in its annual report on Form 10-K for the fiscal year ending January 3, 2010. This will not have an impact on the consolidated results of the Company.

In April 2009, the FASB issued FASB Staff Position 107-1 (ASC Topic 825) and Accounting Principles Board 28-1 (ASC Topic 270), “Interim Disclosures about Fair Value of Financial Instruments”. FSP 107-1 amends SFAS No. 107, “Disclosures About Fair Value of Financial Instruments,” to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. FSP 107-1 also amends APB Opinion No. 28, “Interim Financial Reporting,” to require those disclosures in summarized financial information at interim reporting periods. FSP 107-1 is effective for interim reporting periods ending after June 15, 2009. FSP107-1 does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, this FSP requires comparative disclosures only for periods ending after initial adoption. The Company adopted FSP 107-1 in the second quarter of 2009. FSP 107-1 did not have a material impact on the financial statements.
 
In April 2009, the FASB issued FASB Staff Position 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (ASC Topic 820). FSP 157-4 provides additional guidance for estimating fair value in accordance with SFAS No. 157, “Fair Value Measurements,” when the volume and level of activity for the asset or liability have significantly decreased. FSP 157-4 also includes guidance on identifying circumstances that indicate a transaction is not orderly. FSP 157-4 is effective for interim and annual reporting periods ending after June 15, 2009. The Company adopted FSP 157-4 in the second quarter of 2009. FSP 107-1 did not have a material impact on the financial statements.

11

ROHAT RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
For the Period Ended January 31, 2010
 
 
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (ASC Topic 260). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations if adopted.

 In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”, (ASC Topic 944).  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.
 
The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company’s results of operations, financial position or cash flow.

As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

3. Common Stock Transactions

The total number of common shares authorized that may be issued by the Company is 100,000,000 shares and 10,000,000 preferred shares each with a par value of $.001 per share. No other class of shares is authorized.

On September 6, 2006, the Company issued 4,000,000 shares of common stock to the Directors, for total cash proceeds of $4,000.

On September 20, 2006, the Company issued 485,000 shares of common stock to private investors for total proceeds of $2,425.

On September 27, 2006, the Company issued 1,687,500 shares of common stock to private investors for total proceeds of $16,875.

On October 27, 2006, the Company issued 315,000 shares of common stock to private investors for total proceeds of $15,750.

At January 31, 2010, there were no shares of preferred stock, stock options or warrants issued.

4. Mineral Interests

On September 8, 2006, our former President, Delara Hussaini, staked a claim on behalf of the Company, whereby acquiring a 100% interest in one mining claim of approximately 357.2 hectares located in the New Westminster Similkameen Mining Division approximately 140 kilometers east of Vancouver and 23 kilometers east- northeast of Hope, British Columbia, Canada. The claim was held in trust by the President of the Company for the benefit of the Company. The Company forfeited the claim as of September 8, 2008.

5. Income Taxes

As of January 31, 2010, the Company had a net operating loss carry forwards of approximately $114,000 that may be available to reduce future years’ taxable income through 2028.  Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance of approximately $114,000 for the deferred tax asset relating to this tax loss carry forward.
 
 
12

ROHAT RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
For the Period Ended January 31, 2010

 
6. Related Party Transactions

On August 18, 2008 Delara Hussaini issued a check for $68 to herself, in order to close out the bank account.

On September 13, 2008 she gave these funds to John P. Hynes III who is holding this cash in escrow on behalf of the Company. As of January 31, 2010 the Company has not yet opened a new bank account.

On September 13, 2008, Delara Hussaini and Angela Hussaini sold their aggregate holdings of 4,000,000 shares of common stock (Delara 3,700,000 and Angela 300,000), to John P. Hynes III. This represented 61.65% of the total of issued and outstanding shares of the Company.

Consequently, effective September 13, 2008 Delara Hussaini resigned as President, Secretary, Treasurer and Director of the Company.  Angela Hussaini resigned as Director of the Company.

Effective September 13, 2008, John P.Hynes III, as the holder of the majority of the issued and outstanding shares of the Company, appointed himself as President, Secretary, Treasurer and  sole Director of the Company.

On March 5, 2009, John P. Hynes III contributed $45,997 in additional capital in order to pay off the “Accounts Payable” and “Due to Related Parties” liabilities of the Company. At the same time, there was debt forgiveness of $15,938 by two of the creditors and therefore the total outstanding Company liability of $61, 935 has been reduced to zero.
 
 On March 9, 2009, John P. Hynes III (“Mr. Hynes”) entered into a Common Stock Purchase Agreement (the “Sale”) with Grand Destiny Investments Limited (“Grand Destiny”) pursuant to which Mr. Hynes sold 4,000,000 shares of common stock of the Company, representing approximately 61.65% of the total and issued shares of common stock of the Company.

Mr. Hynes tendered his resignation as sole director and Chak Wan Keung was elected to serve as sole director of the Company. Mr. Hynes has also tendered his resignation as President, Secretary and Treasurer effective March 23, 2009.

In connection with the sale, Liu Kwok Keung was appointed as the Company’s Chief Executive Officer, President, Secretary and Chief Financial Officer.

Pursuant to a Common Stock Purchase Agreement dated as of March 9, 2009, between John P. Hynes III, the Company and Greenview Power Inc. (the “Subsidiary Sale”), the Company sold for $1.00, 100% of the issued and outstanding shares of Greenview Power Inc. (the Company’s wholly owned subsidiary) to Mr. Hynes.

While the Company is seeking additional funds, the director has loaned monies to pay for certain expenses incurred. These loan(s) are interest free and there is no specific time for repayment. During the quarter ended January 31, 2010, the director loaned additional $1,665. The balance due the director as of January 31, 2010 is $14,395

7 – SUBSEQUENT EVENTS

The Company has evaluated events subsequent to January 31, 2010 to assess the need for potential recognition or disclosure in this report.  Such events were evaluated through March 11, 2010, the date these financial statements were issued.  Based upon this evaluation, it was determined that no subsequent events occurred that require recognition or disclosure in the financial statements.
 
 
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
FORWARD LOOKING STATEMENTS
 
The information in this report contains forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding the Company's capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "intend," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports we file with the Securities and Exchange Commission (the "SEC"). These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.
 
BUSINESS: ABOUT OUR COMPANY
 
OVERVIEW
 
Rohat Resources, Inc. (the “Company”, “we”, “us”, or “our”) is a corporation organized in the State of Nevada on August 25, 2006. Our principal offices are located at Flat 1615, Oi Ping House, Oi Tung Estate, Aldrich Bay, Shaukeiwan, Hong Kong. Our telephone number is 852-9349-0468.
 
On March 9, 2009 (the “Closing”), we entered into a Stock Purchase Agreement (“Purchase Agreement”) with Grand Destiny Investments Limited (“Purchaser”), and John P. Hynes III (“Seller”), pursuant to which the Seller sold for $200,000, an aggregate of 4,000,000 shares of the common stock of the Company.  At the Closing, the Purchaser acquired an aggregate of 4,000,000 shares of common stock of the Company, or approximately 61.65% of the Company’s issued and outstanding common stock and attained voting control of the Company. In connection with the Purchase Agreement, John P. Hynes III resigned as the sole director and officer of the Company, Liu, Kwok-Keung was elected as the Company’s President, Secretary, C.E.O, C.F.O. and Treasurer, and Chak, Wan-Keung was elected as the Company’s sole director.
 
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PLAN OF OPERATION
 
Our plan of operation for the next 12 months is to explore the acquisition of an operating business. We will require additional funding in order to proceed with any acquisition program. We do not have any arrangements in place for any future equity financing or loans and there is no assurance that additional financing will be available, or if available, will be on acceptable terms. Any equity financing will cause substantial dilution.
 
FINANCIAL STATUS AND LIQUIDITY
 
We are still in the exploration stage and have no revenues to date.  We incurred general and administrative expenses of $1,665 for the three-month period ended January 31, 2010 and general and administrative expenses of $25,712 for the three-month period ended January 31, 2009, a decrease of $24,047 due mainly to decrease in legal and accounting fees.  As we are not generating any revenues our expenses are being paid through cash generated via loan from director.  Our net loss since inception through January 31, 2010 is $114,176. We do not anticipate generating any revenue for the foreseeable future. We will require additional funding on order to proceed with our operations. We do not have any arrangements in place for any future equity financing or loans and there is no assurance that additional financing will be available, or if available, will be on acceptable terms. Any equity financing will cause substantial dilution.
 
We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or identify and acquire an operating business. In the absence of such financing, our business will fail.

Due to the uncertainty of our ability to meet our current operating and capital expenses, there is substantial doubt about our ability to continue as a going concern.
 
ACCOUNTING AND AUDIT PLAN
 
Our independent auditor is expected to charge approximately $1,500 to review each of our quarterly financial statements and approximately $5,000 to audit our annual financial statements. We expect transfer agent and EDGAR filing fees to amount to an aggregate of approximately $4,000. In the next twelve months, our management anticipates spending approximately $15,000 for these and similar services.
 
LEGAL EXPENSE PLAN
 
In the next twelve months, our management anticipates spending approximately $6,000 on corporate legal services.
 
OFF-BALANCE SHEET ARRANGEMENTS
 
As of January 31, 2010, the Company had no off-balance sheet arrangements, including any outstanding derivative financial statements, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. Our company does not engage in trading activities involving non-exchange traded contracts.
 
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EMPLOYEES
 
We currently have no employees, and we do not expect to hire any employees in the foreseeable future. We presently conduct our business through agreements with consultants and arms-length third parties.
 
GOING CONCERN
 
Due to the uncertainty of our ability to meet our current operating and capital expenses, in the report on the annual financial statements for the year ended October 31, 2008, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern.
 
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not applicable.
 
ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
 
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company’s management, including Mr. Liu, Kwok-Keung, the Company’s President, and principal financial officer of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of January 31, 2010.  Based upon that evaluation, the Company’s  President concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s President, to allow timely decisions regarding required disclosure.
 
Changes in internal controls
 
Our management, with the participation our President and principal financial officer, performed an evaluation as to whether any change in our internal controls over financial reporting occurred during the quarter ended January 31, 2010.  Based on that evaluation, our President and principal financial officer concluded that no change occurred in the Company's internal controls over financial reporting during the quarter ended January 31, 2010 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting
 
 
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PART II OTHER INFORMATION
 
ITEM 1 LEGAL PROCEEDINGS
 
We know of no material, active 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 shareholder, is an adverse party or has a material interest adverse to our interest.
 
ITEM 1A RISKS FACTORS
 
Not applicable .
 
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
None.
 
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM 4 SUBMISSION OF MATTER TO A VOTE OF SECURITIES HOLDERS
 
None.
 
ITEM 5 OTHER INFORMATION
 
None.
 
 ITEM 6 EXHIBITS
 
Exhibit Number
 
Description
     
31.1
 
Certification by Principal Executive Officer pursuant to Sarbanes Oxley Section 302(1)
     
31.2
 
Certification by Principal Financial Officer pursuant to Sarbanes Oxley Section 302(1)
     
32.1
 
Certification by Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350(1)

(1)  
Filed herewith.
   


 
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SIGNATURES

Pursuant to the requirements 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.
 
 
 
 
ROHAT RESOURCES, INC.
 
       
March 11, 2010
By:
/s/ Kwok-Keung Liu  
   
Kwok-Keung Liu
 
   
President (Principal Executive Officer and Principal Financial Officer)
 
       
 
 
 
 
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