Attached files
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| EX-32.1 - EXHIBIT 32.1 - RORINE INTERNATIONAL HOLDING Corp | ex32_1.htm |
| EX-31.1 - EXHIBIT 31.1 - RORINE INTERNATIONAL HOLDING Corp | ex31_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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x
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE QUARTERLY PERIOD ENDED August 31, 2012
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number 000-53156
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UNWALL
INTERNATIONAL
INC.
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(Exact name of registrant as specified in its charter)
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NEVADA
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(State or other jurisdiction of incorporation or organization)
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Suite 325 – 7582 Las Vegas Blvd South,
Las Vegas, NV89123
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(Address of principal executive offices, including zip
code.)
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702-560-4373
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(telephone number, including area code)
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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES x NO o
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 definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES x NO o
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 23,818,046 shares of common stock as of August 31, 2012.
TABLE OF CONTENTS
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PART I. - FINANCIAL INFORMATION
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Page
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ITEM 1
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FINANCIAL STATEMENTS
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3
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3
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4
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6
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7
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9
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12
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2
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UNWALL INTERNATIONAL, INC.
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August
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November
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| 31, 2012 | 30, 2011 | |||||||
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ASSETS
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(Unaudited)
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(Audited)
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Current Assets:
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Cash
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$ | - | $ | - | ||||
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Total current assets
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- | - | ||||||
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Total Assets
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$ | - | $ | - | ||||
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LIABILITIES AND SHAREHOLDER’S DEFICIT
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Current Liabilities:
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Accrued expenses
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$ | 3,654 | $ | 1,000 | ||||
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Due to shareholder
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36,286 | 16,626 | ||||||
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Total current liabilities
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39,940 | 17,626 | ||||||
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Shareholders’ Deficit:
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Common shares: authorized 100,000,000 shares of $0.001 par
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value; issued and outstanding, 23,818,046 shares
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23,818 | 23,818 | ||||||
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Preferred Class A shares – 100,000,000 shares of $ 0.001 par
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value; issued and outstanding, 750,000 shares
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750 | 750 | ||||||
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Capital in excess of par value
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6,585,880 | 6,585,880 | ||||||
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Accumulated deficit
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(6,650,388 | ) | (6,628,074 | ) | ||||
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Total Shareholder’s Deficit
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(39,940 | ) | (17,626 | ) | ||||
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Total Liabilities and Shareholders’ Deficit
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$ | - | $ | - | ||||
These accompanying notes are an integral part of these financial statements.
3
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UNWALL INTERNATIONAL, INC.
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(Unaudited)
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Nine Month Periods Ended
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August 31,
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August 31,
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2012
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2011
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Revenue
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$ | - | $ | - | ||||
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Expenses:
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Administrative Expenses
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22,314 | 570,198 | ||||||
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Operating loss
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(22,314 | ) | (570,198 | ) | ||||
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Net loss
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$ | (22,314 | ) | $ | (570,198 | ) | ||
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Loss Per Share -
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Basic and Diluted
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$ | - | $ | (.03 | ) | |||
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Weighted average number
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of shares outstanding
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23,818,046 | 21,234,104 | ||||||
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Administrative expenses indlude the following:
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Nine month periods ended ,
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August 31, 2012
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August 31, 2011
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Consulting fees
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$ | - | $ | 540,000 | ||||
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Professional fees
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16,550 | 27,815 | ||||||
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Office and miscellaneous
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5,764 | 2,383 | ||||||
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Total
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$ | 22,314 | $ | 570,198 | ||||
These accompanying notes are an integral part of these financial statements.
4
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UNWALL INTERNATIONAL, INC.
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STATEMENTS OF OPERATIONS
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(Unaudited)
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Three Month Periods Ended
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August 31
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August 31
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2012
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2011
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Revenue
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$ | - | $ | - | ||||
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Expenses:
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Administrative Expenses
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3,419 | 193,156 | ||||||
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Operating loss
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(3,419 | ) | (193,156 | ) | ||||
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Net loss
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$ | (3,419 | ) | $ | (193,156 | ) | ||
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Loss Per Share -
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Basic and Diluted
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$ | - | $ | (.01 | ) | |||
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Weighted average number
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of shares outstanding
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23,818,046 | 23,818,046 | ||||||
These accompanying notes are an integral part of these financial statements.
5
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STATEMENTS OF CASH FLOWS
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(Unaudited)
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Nine
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Nine
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Month
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Month
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Period
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Period
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Ended
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Ended
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August
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August
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| 31, 2012 | 31, 2011 | |||||||
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$ | (22,314 | ) | $ | (570,198 | ) | ||
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Reconciliation of net loss to net cash consumed by operating activities:
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Charges not requiring the outlay of cash:
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Value of services provided by consultant
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- | 567,000 | ||||||
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Changes in assets and liabilities:
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Increase (decrease) in accrued expenses
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2,654 | (6,397 | ) | |||||
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Net Cash Consumed by Operating Activities
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(19,660 | ) | (9,595 | ) | ||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from consultant loans
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19,660 | 9,576 | ||||||
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Net Cash Provided by Financing Activities
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19,660 | 9,576 | ||||||
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Net change in cash
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- | (19 | ) | |||||
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Cash balance, beginning of period
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- | 2,048 | ||||||
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Cash balance, end of period
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$ | - | $ | 2,029 | ||||
These accompanying notes are an integral part of these financial statements.
6
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2012
(Unaudited)
1. BASIS OF PRESENTATION
The unaudited interim financial statements of Unwall International, Inc. (the “Company”) as of August 31, 2012 and for the three and nine month periods ended August 31, 2012 and August 31, 2011 have been prepared in accordance with generally accepted accounting principles. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of such periods. The results of operations for the nine month period ended August 31, 2012 are not necessarily indicative of the results to be expected for the full fiscal year ending November 30, 2012. The Company is currently a "shell" company as defined by SEC Rule 12b-2.
Certain information and disclosures normally included in the notes to financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission, although the Company believes the disclosure is adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended November 30, 2011.
2. SUPPLEMENTAL CASH FLOWS INFORMATION
There was no cash paid for either interest or income taxes during either of the periods presented. Except for the share issuance described in the following paragraph, there were no non-cash investing or financing activities during either of the periods presented.
A total of 12,000,000 shares of common stock were issued to settle $ 120,000 of debt owed to consultants for services during the nine months ended August 31, 2011.
3. GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has experienced losses, has a working capital deficiency of $ 39,940, has an accumulated deficit of $ 6,650,388 and does not presently have sufficient resources to accomplish its objectives during the next twelve months. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. The Company’s present plans, the realization of which cannot be assured, are to raise necessary funds through shareholder loans.
4. CONTINGENCY
The Company does not carry insurance.
5. SHAREHOLDER LOANS
The shareholder loans are non-interest bearing demand loans.
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UNWALL INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2012
(Unaudited)
6. CONSOLIDATION
The Company previously had two subsidiaries that were not consolidated, Quadra Energy Systems, Inc. and Quadra Marketing Corp. The first was transferred in a debt settlement agreement August 31, 2011 and the second was abandoned at the November 30, 2011 year end.
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This section of this report includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
From November 30, 2007 until April 2009, our operations were those of distribution of alternative health products. Upon further market research, it was determined that pursuing the marketing and sale of such product was not as profitable as previously projected. Therefore, all efforts relating to the distribution and marketing were ceased. In April 2009, we commenced operations relating to the distribution of the certain systems which were intended to convert a variety of waste materials to marketable by-products. This business was discontinued by March 31, 2011, at which point we became a shell company.
The following is an analysis of our revenues and gross profit, details and analysis of components of expenses, and variances comparing the nine months ended August 31, 2012 to the nine months ended August 31, 2011.
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Nine Months Ended
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August
31, 2012
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August
31, 2011
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Revenues
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$ - Nil -
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$- Nil -
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Selling and Administrative Expenses
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$
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22,314
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$
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570,198
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Net Loss from Operations
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$
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(22,314)
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$
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(570,198)
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Expenses
Our expenses for the nine months ended August 31, 2012 and August 31, 2011 are as follows:
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August
31, 2012
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August 31,
2011
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Consultation Fees
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$ | - Nil - | $ | 540,000 | ||||
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Professional Fees
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16,550 | 27,815 | ||||||
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Office and Miscellaneous Expense
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5,764 | 2,383 | ||||||
| $ | 22,314 | $ | 570,198 | |||||
9
For the nine months ended August 31, 2012, our total operating expenses were $22,314 as compared to $570,198 for the nine months ended August 31, 2011. The change in operating expenses is primarily due to the elimination of consultation fees.
Professional Fees
We incurred a total of $16,550 in professional fees for the nine months ended August 31, 2012 as compared to $27,815 during the nine months ended August 31, 2011. Professional fees include audit and review fees, bookkeeping fees and legal fees consisting mostly of preparation of SEC filings. Our audit and legal fees are expected to vary.
Liquidity and Capital Resource
Working Capital
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At
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At
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August 31,
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August 31,
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2012
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2011
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Current Assets
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$
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-
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$
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2,029
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Current Liabilities
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$
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39,940
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$
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646,779
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Working Capital
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$
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(39,940)
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$
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(644,750)
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Cash Flows
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At
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At
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August 31,
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August 31,
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2012
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2011
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Net Cash Consumed by Operating Activities
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$
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(19,660)
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$
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(9,595)
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Net Cash Provided (Consumed) by Investing Activities
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$ - Nil -
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$ - Nil -
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Net Cash Provided by Financing Activities
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$
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19,660
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$
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9,576
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Net Cash Consumed
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$
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-
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$
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(19)
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Working Capital Needs:
As of August 31, 2012, we had a negative working capital of $(39,940). Over the next 12 months, we will require approximately $25,000 to sustain our working capital needs as follows:
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Professional fees
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$
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20,000
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Other
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5,000
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$
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25,000
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Total
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$
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25,000
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Sources of Capital:
We expect to obtain financing through shareholder loans. Shareholder loans will be without stated terms of repayment or interest. We will not consider taking on any long-term or short-term debt from financial institutions in the immediate future. Shareholders loans may be granted from time to time as required to meet current working capital needs. We have no formal agreement that ensures that we will receive such loans. We may exhaust this source of funding at any time.
Cash Flows
Operating Activities:
Net cash consumed by operating activities was $19,660 for the nine months ended August 31, 2012 and $9,595 for the nine months ended August 31, 2011.
Investing and Financing Activities:
For the nine months ended August 31, 2012 and August 31, 2011, we had no investing activities.
Our cash flows from financing activities were $19,660 and $9,576, respectively, which was provided by shareholder loans to fund our working capital needs. Additional capital is required in order to fund our working capital needs and we may receive additional financing through shareholder loans although we have no formal commitments from any shareholders at this time. We will not be considering taking on any long-term or short-term debt from financial institutions in the immediate future. Shareholder and consultant loans may be granted from time to time as required to meet current working capital needs. We have no formal agreement that ensures that we will receive such loans. We may exhaust this source of funding at any time.
Material Commitments
We do not have any material commitments for capital expenditures.
Seasonal Aspects
Management is not currently aware of any seasonal aspects which would affect the results of our operations during any particular time of year.
Off Balance Sheet Arrangements
We have no off balance sheet arrangements.
11
Going Concern
We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.
Recent Accounting Pronouncements
The Company has analyzed the Accounting Standards Updates that were issued after January 31, 2011 and has determined that none are anticipated to have a material impact on the Company’s financial position or results of operations.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective during the quarter ended August 31, 2012.
There were no changes in our internal control over financial reporting during the quarter ended August 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
The Company is not engaged in the business of mining; hence the mine safety disclosures are not applicable.
The following documents are included herein:
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No.
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Document Description
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31.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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12
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 19th day of October, 2012.
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UNWALL INTERNATIONAL INC.
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BY:
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TESHEB CASIMIR
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/s/
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TESHEB CASIMIR
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President and
Principal Executive Officer
Principal Financial Officer
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Principal Accounting Officer
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13