Attached files
| file | filename |
|---|---|
| EX-32.1 - CERTIFICATION - ROYALE GLOBE HOLDING INC. | rohat_ex3201.htm |
| EX-31.1 - CERTIFICATION - ROYALE GLOBE HOLDING INC. | rohat_ex3101.htm |
| EX-31.2 - CERTIFICATION - ROYALE GLOBE HOLDING INC. | rohat_ex3102.htm |
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 July 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)
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NEVADA
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20-5913810
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333-1399326
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(State or other jurisdiction of incorporation or organization)
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(IRS Identification No.)
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(Commission File Number)
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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 [X]
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.
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Large accelerated filer [_]
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Accelerated filer [_]
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Non-accelerated filer [_]
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Smaller reporting company [X]
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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 [X]
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 September 2, 2010.
1
ROHAT RESOURCES, INC.
TABLE OF CONTENTS
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PART I FINANCIAL INFORMATION
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Item 1 Financial Statements (Unaudited)
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Balance Sheets
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3
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Statements of Operations
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4
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Statements of Changes in Stockholders' Deficiency
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5
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Statements of Cash Flows
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6
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Notes to Financial Statements
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7
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Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations
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12
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Item 3 Quantitative and Qualitative Disclosures about Market Risk
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13
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Item 4T Controls and Procedures
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13
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PART II OTHER INFORMATION
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Item 1 Legal Proceedings
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14
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Item 1A Risk Factors
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14
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Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
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14
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Item 3 Defaults Upon Senior Securities
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14
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Item 4 Submission of Matters
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14
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Item 5 Other Information
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14
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Item 6 Exhibits
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14
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Signatures
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15
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2
ITEM 1 FINANCIAL STATEMENTS.
ROHAT RESOURCES, INC.
(An Exploration Stage Company)
Balance Sheets
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(Unaudited)
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July 31, 2010
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October 31, 2009
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|||||||
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Assets
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||||||||
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Current assets
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Cash and cash equivalents
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$
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-
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$
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-
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||||
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Cash in escrow
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68
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68
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Total current assets
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$
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68
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$
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68
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Liabilities and Stockholders' Deficiency
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Current liabilities
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Loan from director
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$
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15,395
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$
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12,730
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Accounts payable and accrued liabilities
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26,021
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14,802
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Total current liabilities
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$
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41,416
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$
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27,532
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Stockholders’ Deficiency
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Preferred stock $0.001 par value; 10,000,000 shares authorized; none issued
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-
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-
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Common stock $0.001 par value; 100,000,000 shares
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authorized; 6,487,500 shares issued and outstanding at both dates
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6,488
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6,488
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Additional paid-in-capital
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78,559
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78,559
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Deficit accumulated during exploration stage
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(126,395
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)
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(112,511
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)
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Total stockholders' deficiency
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(41,348
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)
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(27,464
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)
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$
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68
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$
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68
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|||||
See notes to financial statements
3
ROHAT RESOURCES, INC.
(An Exploration Stage Company)
Statements of Operations
(Unaudited)
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For the Period
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||||||||||||||||||||
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Three months
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Three months
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Nine months
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Nine months
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August 25, 2006
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ended
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ended
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ended
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Ended
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(Inception) through
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July 31, 2010
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July 31, 2009
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July 31, 2010
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July 31, 2009
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July 31, 2010
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Revenues
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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Cost of sales
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- | - | - | - | - | |||||||||||||||
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Gross margin
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- | - | - | - | - | |||||||||||||||
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Operating Expense
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- | - | - | - | - | |||||||||||||||
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General & administrative expenses
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7,946 | 13,173 | 13,884 | 44,570 | 142,333 | |||||||||||||||
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Loss before income tax expense
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(7,946 | ) | (13,173 | ) | (13,884 | ) | (44,570 | ) | (142,333 | ) | ||||||||||
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Gain on forgiveness of debt
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- | - | - | 15,938 | 15,938 | |||||||||||||||
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Income tax expense
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- | - | - | - | - | |||||||||||||||
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Net loss
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$ | (7,946 | ) | $ | (13,173 | ) | $ | (13,884 | ) | $ | (28,632 | ) | $ | (126,395 | ) | |||||
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Loss per share basic and diluted
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$ | (0.001 | ) | $ | (0.002 | ) | $ | (0.002 | ) | $ | (0.004 | ) | ||||||||
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Weighted average number of
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common shares outstanding
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||||||||||||||||||||
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basic and diluted
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6,487,500 | 6,487,500 | 6,487,500 | 6,487,500 | ||||||||||||||||
See notes to financial statements
4
ROHAT RESOURCES, INC.
(An Exploration Stage Company)
Statements of Changes in Stockholders’ Equity (Deficiency)
For the Period from August 25, 2006 (Inception) through July 31, 2010
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Common Stock
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Additional
Paid-in
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Deficit Accumulated During Exploration
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Total Stockholders' Equity
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Shares
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Amount
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Capital
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Stage
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(Deficiency)
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September 6, 2006 stock issued for cash
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4,000,000 | $ | 4,000 | $ | - | $ | - | $ | 4,000 | |||||||||||
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September 20, 2006 stock issued for cash
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485,000 | 485 | 1,940 | - | 2,425 | |||||||||||||||
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September 27, 2006 stock issued for cash
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1,687,500 | 1,688 | 15,187 | - | 16,875 | |||||||||||||||
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October 27, 2006 stock issued for cash
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315,000 | 315 | 15,435 | - | 15,750 | |||||||||||||||
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Net loss
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(16,774 | ) | (16,774 | ) | ||||||||||||||||
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Balance October 31, 2006
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6,487,500 | 6,488 | 32,562 | (16,774 | ) | 22,276 | ||||||||||||||
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Net loss
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- | - | - | (26,702 | ) | (26,702 | ) | |||||||||||||
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Balance October 31, 2007
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6,487,500 | 6,488 | 32,562 | (43,476 | ) | (4,426 | ) | |||||||||||||
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Net loss
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- | - | - | (31,729 | ) | (31,729 | ) | |||||||||||||
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Balance October 31, 2008
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6,487,500 | 6,488 | 32,562 | (75,205 | ) | (36,155 | ) | |||||||||||||
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Net loss
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(37,306 | ) | (37,306 | ) | ||||||||||||||||
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Additional capital contributed in March 5, 2009
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45,997 | 45,997 | ||||||||||||||||||
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Balance October 31, 2009
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6,487,500 | 6,488 | 78,559 | (112,511 | ) | (27,464 | ) | |||||||||||||
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Net loss
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(1,665 | ) | (1,665 | ) | ||||||||||||||||
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Balance January 31, 2010 (Unaudited)
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6,487,500 | 6,488 | 78,559 | (114,176 | ) | (29,129 | ) | |||||||||||||
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Net loss
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(4,273 | ) | (4,273 | ) | ||||||||||||||||
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Balance April 30, 2010 (Unaudited)
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6,487,500 | 6,488 | 78,559 | (118,449 | ) | (33,402 | ) | |||||||||||||
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Net loss
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(7,946 | ) | (7,946 | ) | ||||||||||||||||
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Balance July 31, 2010 (Unaudited)
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6,487,500 | $ | 6,488 | $ | 78,559 | $ | (126,395 | ) | $ | (41,348 | ) | |||||||||
See notes to financial statements
5
ROHAT RESOURCES, INC.
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)
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For the Period
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Nine months
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Nine months
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August 25, 2006
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||||||||||
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Ended
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ended
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(Inception) through
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July 31, 2010
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July 31, 2009
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July 31, 2010
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Cash Flows from Operating Activities
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Net loss
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$
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(13,884
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)
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$
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(28,632
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)
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$
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(126,395
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)
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|||
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Adjustments to reconcile net loss to net cash
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||||||||||||
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used in operating activities
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Gain on forgiveness of debt
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(15,938
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)
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Changes in operating assets and liabilities
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||||||||||||
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Accounts payable and accrued liabilities
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11,219
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(3,586
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)
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26,021
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Net cash used in operating activities
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(2,665
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)
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(48,156
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)
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(100,374
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)
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Cash Flow from Financing Activities
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||||||||||||
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Loan from director
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2,665
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11,968
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15,395
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Payment of loan from related party
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-
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(9,809
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)
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-
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Proceeds from sale of common stock
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-
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-
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39,050
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Contribution to capital
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-
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45,997
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45,997
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Net cash provided by financing activities
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2,665
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48,156
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100,442
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Net increase (decrease) in cash and cash equivalents
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-
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-
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68
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Cash and cash equivalents at beginning of period
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-
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68
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-
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|||||||||
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Cash and cash equivalents at end of period
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$
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-
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$
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68
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$
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68
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Supplemental Disclosures of Cash Flow Information
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Cash paid during the year for:
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Interest
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$
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-
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$
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-
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$
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-
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Income taxes
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$
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-
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$
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-
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$
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-
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||||||
See notes to financial statements
6
ROHAT RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
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 $126,395 as of July 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.
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 (ASC Topic 915) 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” (ASC Topic 410) 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,” (ASC Topic 830) 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.
7
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 July 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” (ASC Topic 260), 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” (ASC Topic 718), 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” (ASC Topic 718), 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 July 31, 2010. The Company did not record any compensation expense for the period ended July 31, 2010 because there were no stock options outstanding prior to, or at July 31, 2010.
8
Recent Accounting Pronouncements
In April 2010, the FASB issued ASU 2010-13, Compensation-Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task Force. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. Earlier application is permitted. The Company does not expect the provisions of ASU 2010-13 to have a material effect on the financial position, results of operations or cash flows of the Company.
The FASB issued ASU 2010-17, Revenue Recognition - Milestone Method (Topic 605): Milestone Method of Revenue Recognition. This ASU codifies the consensus reached in EITF Issue No. 08-9, “Milestone Method of Revenue Recognition.” The amendments to the Codification provide guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. Consideration that is contingent on achievement of a milestone in its entirety may be recognized as revenue in the period in which the milestone is achieved only if the milestone is judged to meet certain criteria to be considered substantive. Milestones should be considered substantive in their entirety and may not be bifurcated. An arrangement may contain both substantive and nonsubstantive milestones, and each milestone should be evaluated individually to determine if it is substantive.
ASU 2010-17 is effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity should apply 2010-17 retrospectively from the beginning of the year of adoption. Vendors may also elect to adopt the amendments in this ASU retrospectively for all prior periods. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company
ASU 2010-18, Receivables (Topic 310): Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset, codifies the consensus reached in EITF Issue No. 09-I, “Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset.” The amendments to the Codification provide that modifications of loans that are accounted for within a pool under Subtopic 310-30 do not result in the removal of those loans from the pool even if the modification of those loans would otherwise be considered a troubled debt restructuring. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if expected cash flows for the pool change. ASU 2010-18 does not affect the accounting for loans under the scope of Subtopic 310-30 that are not accounted for within pools. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40.
ASU 2010-18 is effective prospectively for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. Early application is permitted. Upon initial adoption of ASU 2010-18, an entity may make a one-time election to terminate accounting for loans as a pool under Subtopic 310-30. This election may be applied on a pool-by-pool basis and does not preclude an entity from applying pool accounting to subsequent acquisitions of loans with credit deterioration. The Company does not expect the provisions of ASU 2010-18 to have a material effect on the financial position, results of operations or cash flows of the Company.
In May 2010, the FASB issued ASU 2010-19, Foreign Currency (Topic 830): Foreign Currency Issues: Multiple Foreign Currency Exchange Rates. The amendments in this Update are effective as of the announcement date of March 18, 2010. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company.
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.
In March 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-11, which is included in the Codification under ASC 815. This update clarifies the type of embedded credit derivative that is exempt from embedded derivative bifurcation requirements. Only an embedded credit derivative that is related to the subordination of one financial instrument to another qualifies for the exemption. This guidance became effective for the Company’s interim and annual reporting periods beginning January 1, 2010. The adoption of this guidance did not have a material impact on the Company’s financial statements.
In February 2010, the FASB issued ASU No. 2010-09, which is included in the Codification under ASC 855, Subsequent Events (“ASC 855”). This update removes the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated and became effective for interim and annual reporting periods beginning January 1, 2010. The adoption of this guidance did not have a material impact on the Company’s financial statements.
In January 2010, the FASB issued ASU No. 2010-06, which is included in the Codification under ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). This update requires the disclosure of transfers between the observable input categories and activity in the unobservable input category for fair value measurements. The guidance also requires disclosures about the inputs and valuation techniques used to measure fair value and became effective for interim and annual reporting periods beginning January 1, 2010. The adoption of this guidance did not have a material impact on the Company’s financial statements.
9
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 $0.001 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 July 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 July 31, 2010, the Company had a net operating loss carry forwards of approximately $126,000 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 $126,000 for the deferred tax asset relating to this tax loss carry forward.
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 July 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 had been reduced to zero.
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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. The balance due the director as of July 31, 2010 is $15,395. The director made an additional loan of $2,665 during the nine month ended July 31, 2010.
7. SUBSEQUENT EVENTS
The Company has evaluated events subsequent to July 31, 2010 to assess the need for potential recognition or disclosure in this report. Such events were evaluated through 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.
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 $7,946 for the three-month period ended July 31, 2010 and general and administrative expenses of $13,173 for the three-month period ended July 31, 2009, a decrease of $5,227 due mainly to decrease in legal and accounting fees.
For the nine-month period ended July 31, 2010, we incurred general and administrative expenses of $13,884, a decrease of $30,686 compared to $44,570 for the nine-month period ended July 31, 2009. The decrease of general and administrative expenses can be attributed to the 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 July 31, 2010 is $126,395. 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.
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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 July 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.
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 years ended October 31, 2009 and 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 July 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 July 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 July 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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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
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
ITEM 4 SUBMISSION OF MATTER TO A VOTE OF SECURITIES HOLDERS
ITEM 5 OTHER INFORMATION
None.
ITEM 6 EXHIBITS
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Exhibit Number
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Description
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31.1
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Certification by Principal Executive Officer pursuant to Sarbanes Oxley Section 302(1)
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31.2
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Certification by Principal Financial Officer pursuant to Sarbanes Oxley Section 302(1)
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32.1
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Certification by Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350(1)
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__________________
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(1)
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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.
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ROHAT RESOURCES, INC.
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September 10, 2010
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By:
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/s/ Kwok-Keung Liu | |
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Kwok-Keung Liu
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President (Principal Executive Officer and Principal Financial Officer)
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