RORINE INTERNATIONAL HOLDING Corp - FORM 10-Q/A - October 21, 2013

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EX-31.1 - EXHIBIT 31.1 - RORINE INTERNATIONAL HOLDING Corpex31_1.htm
EX-32.1 - EXHIBIT 32.1 - RORINE INTERNATIONAL HOLDING Corpex32_1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Amendment No. 1
to
FORM 10-Q
 
x
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED August 31, 2013
 
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission file number 000-53156

UNWALL INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
Suite 325 – 7582 Las Vegas Blvd South,
Las Vegas, NV89123
(Address of principal executive offices, including zip code.)
702-560-4373
(telephone number, including area code)

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.

Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
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 o NO x
 
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, 2013.
 
 
1
 
 
UNWALL INTERNATIONAL, INC.
FINANCIAL STATEMENTS
AUGUST 31, 2013
 
EXPLANATORY NOTE

This Amendment No. 1 to Form 10-Q is filed for the sole purpose of adding the filing date and certification date to the undated Form 10-Q that was filed earlier today.
 
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
2
 
 
(A Development Stage Company)
(Unaudited)

   
August 31, 2013
    
November 30, 2012
  
ASSETS
            
Current Assets:
            
Cash
   $ -     $ 10,169  
Total current assets
     -       10,169  
Fixed Assets:
                
Property plant and equipment
     23,028       23,574  
Less: accumulated depreciation
     (771 )     (59 )
Net property plant and equipment
     22,257       23,515  
Other Assets
                
Deposits
     -       2,267  
Total Assets
   $ 22,257     $ 35,951  
LIABILITIES AND SHAREHOLDERS' DEFICIT
                
Current Liabilities:
                
Accounts payable
   $ 12,763     $ 9,146  
Deferred revenue
     -       1,314  
Due to shareholder and director
     266,918       150,402  
Total liabilities
     279,681       160,862  
Shareholders’ Deficit:
                
Preferred stock - Class A – authorized, 100,000,000
shares of $.001 par value; issued and outstanding,
750,000
     750       750  
Common stock – authorized, 100,000,000
                
shares of $.001 par value; issued and outstanding,
23,818,046
     23,818       23,818  
Capital in excess of par value
     6,585,880       6,585,880  
Deficit accumulated prior to development stage
     (6,650,388 )     (6,650,388 )
Deficit accumulated during the development stage
     (228,829 )     (84,807 )
Accumulated other comprehensive income (loss)
     11,345       (164 )
Total shareholders deficit
     (257,424 )     (124,911 )
Total Liabilities and Shareholders’ Deficit
   $ 22,257     $ 35,951  
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
3
 
 
UNWALL INTERNATIONAL INC.
(A Development Stage Company)
(Unaudited)

   
Nine Months Ended
August 31, 2013 August 31, 2012
    
Loss
Accumulated
During the
Development
Stage (From
September 1,
2012)
  
Expenses:
                  
Selling and Administrative Expenses
  
$
37,590
    
$
22,314
    
$
52,940
  
Operating loss of continuing entity
    
(37,590
)
    
(22,314
)
    
(52,940
)
Net loss from continuing operations, accumulated during
   development stage
    
(37,590
 )    
-
      
(52,940
 )
Net loss from discontinued operations,accumulated during
   development stage
    
(106,432
 )    
-
      
(175,889
 )
Net loss accumulated during development stage
    
(144,022
 )    
-
      
(228,829
 )
Net loss prior to development stage
    
-
      
(22,314
 )    
-
  
Other comprehensive income (loss):  of discontinued entity
    
-
              
-
  
Foreign currency adjustments
    
11,509
      
-
      
11,345
  
Total comprehensive loss - continuing operations
  
$
(37,590
)
  
$
(22,314
)
  
$
(52,940
)
Total comprehensive loss - discontinued entity
    
(94,923
 )    
-
      
(164,544
 )
Total comprehensive loss
  
$
(132,513
 )  
$
(22,314
 )  
$
(217,484
 )
Loss Per Share -
                        
Basic and Diluted - continuing entity
  
$
-
    
$
-
          
Basic and Diluted - discontinued entity
    
-
      
-
          
   Total
    
(.01
 )                
Weighted average number of common shares
    Outstanding
    
23,818,046
      
23,818,046
          
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
4
 

UNWALL INTERNATIONAL INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
   
Three Months Ended
August 31, 2013 August 31, 2012
    
Loss
Accumulated
During the
Development
Stage (From
September 1,
2012)
  
Expenses:
                  
Selling and Administrative Expenses
   $ 15,780     $ 3,419     $ 52,940  
Operating loss of continuing entity
     (15,780 )     (3,419 )     (52,940 )
Net loss accumulated from continuing operations, during
   development stage
     (15,780 )     -       (52,940 )
Net loss accumulated from discontinued operations, during
   development stage
     (636 )     -       (175,889 )
Net loss accumulated during development stage
     (16,416 )     -      
(228,829
 )
Net loss prior to development stage
     -       (3,419 )     -  
Other comprehensive income (loss):  of discontinued entity -
                        
    foreign currency adjustments
     10,138       -       11,345  
Total comprehensive loss - continuing operations
   $ (15,780 )   $ (3,419 )   $ (52,940 )
Total comprehensive loss - discontinued entity
     9,502       -       (164,544 )
Total comprehensive loss
   $ (6,278 )   $ (3,419 )   $ (217,484 )
Loss Per Share -
                        
Basic and Diluted - continuing entity
   $ -     $ -          
Basic and Diluted - discontinued entity
     -       -          
Weighted average number of common shares
    Outstanding
     23,818,046       23,818,046          
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
5
 
 
UNWALL INTERNATIONAL INC.
(A Development Stage Company)
(Unaudited)

               
During
  
               
Development
  
   
Nine Months Ended
    
Stage (From
  
   
August 31,
    
August 31,
    
September 1,
  
   
2013
    
2012
    
2012)
  
CASH FLOWS FROM OPERATIONS:
                  
Net loss from continuing operations
  
$
(37,590
)
  
$
(22,314
)
  
$
(52,940
)
Adjustments required to reconcile net loss to net cash
                        
consumed by operating activities:
                        
Charges and credits not involving the use of cash:
                        
Depreciation
    
761
      
-
      
761
  
Changes in assets and liabilities:
                        
Increase in rental deposits
    
-
      
-
      
-
  
Decrease in accrued expenses
    
-
      
-
      
-
  
Increases in accounts payable
    
1,565
      
2,654
      
7,056
  
Increase in deferred revenue
    
-
      
-
      
-
  
Net Cash Consumed by Operating Activities of continuing operation
    
(35,264
)
    
(19,660
)
    
( 45,123
)
Net Cash Consumed by Operating Activities of discontinued
 operations
    
(103,314)
      
-
      
(173,661)
  
 Net Cash Consumed by Operating Activities
    
(138,578)
      
(19,660)
      
(218,784)
  
CASH FLOWS USED FROM INVESTING ACTIVITIES:
                        
Purchases of plant, property and equipment
            
-
          
Net Cash Consumed by Investing Activities of continuing operation
    
-
      
-
      
-
  
Net Cash Consumed by Investing Activities of discontinued operations
    
(1,301
)
    
-
      
(24,820
)
CASH FLOWS FROM FINANCING ACTIVITIES:
                        
Proceeds from shareholder loans
    
36,025
      
19,660
      
45,884
  
Net Cash Provided by Financing Activities of continuing operations
    
36,025
      
19,660
      
45,884
  
Net Cash Provided by Financing Activities of discontinued operations
    
93,858
      
-
      
197,869
  
 Net Cash Provided by Financing Activities
    
129,883
      
19,660
      
243,753
  
Effect on cash of currency rate changes
    
(173
)
    
-
      
(149
)
Net change in cash
    
(10,169
)
    
-
      
-
  
Cash balance, beginning of period
    
10,169
      
-
      
-
  
Cash balance, end of period
  
$
-
    
$
-
    
$
-
  
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
6
 
 
UNWALL INTERNATIONAL, INC.
(A Development Stage Company)
AUGUST 31, 2013
(Unaudited)

1. BASIS OF PRESENTATION

The unaudited interim financial statements of Unwall International, Inc. (the “Company”) as of August 31, 2013 and for the three and nine month periods ended August 31, 2013 and August 31, 2012 and for the period September 1, 2012 to August 31, 2013 have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of such periods. The results of operations for the three and nine month periods ended August 31, 2013 are not necessarily indicative of the results to be expected for the full fiscal year ending November 30, 2013. The Company was a "shell" company as defined by SEC Rule 12b-2 until it began development stage operations on September 1, 2012. The Company is currently a development stage entity.

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, 2012.

2. SUPPLEMENTAL CASH FLOWS INFORMATION

There was no cash paid for either interest or income taxes during any of the periods presented. There were no non-cash investing or financing activities during any of the periods presented.

3. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has experienced losses, has a working capital deficiency of $279,681, has an accumulated deficit of $6,879,217 and does not presently have sufficient resources to accomplish its objectives during the next twelve months. The Company has closed its Malaysian operating subsidiary.  It has opened a new social lending division which will incur substantial development costs.  The Company has substantial dependence on the success of this new project. 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.
 
 
7
 
 
UNWALL INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2013
(Unaudited)
 
 
 
6.PRINCIPLE OF CONSOLIDATION

The consolidated financial statements represent the combined results of Unwall International, Inc. and its wholly owned subsidiary, Unwall Technologies Holdings, Sdn Ghd. All intercompany balances have been eliminated.


7.DISCONTINUED OPERATIONS

The Company began development stage activities through its wholly owned Malaysian subsidiary, Unwall Technologies Holdings, Sdn Ghd. on September 1, 2012.  Operations of the Malaysian subsidiary effectively ceased on June 1, 2013.  The equipment and software owned by the subsidiary is being utilized by the Company in its new development activity of creating a web based social lending network.  Unwall International will assume liability for the remaining accounts payable of the subsidiary.  Three key personnel from Unwall Technologies have been hired as consultants for this new development activity.

8.FOREIGN CURRENCY TRANSACTIONS

Unwall Technologies Holdings operated as an independent business unit in Malaysia; its functional currency is the Malaysian Ringit. Currency translation adjustments are included in comprehensive income.  The subsidiary is currently inactive.

The Company does not engage in hedging transactions to offset the risk of exchange rate fluctuations.
 
 
8
 


This section of this report includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Management’s Discussion and Analysis of Financial Condition and Results of Operation
From November 30, 2007 until April 2009, our operations were that of distribution of alternative health products. Upon further market research, it was determined that pursuing the marketing and sale of such product was not as profitable as previously projected. Therefore, all efforts relating to the distribution and marketing 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.

On October 30, 2012, we completed the incorporation and registration of Unwall Technologies Holdings SDN.BHD, a wholly-owned Malaysian subsidiary (“Unwall Technologies”), which commenced operations to offer mobile apps through its website, www.uwii.org .  These business operations were discontinued on or about June 1, 2012 and Unwall International formed a lending division to create a web-based social lending network.

The Company director and key manager have initiated voluntary reductions in their contract salaries until the Company becomes profitable.  These salaries have been waived.

We have not been involved in any bankruptcy, receivership or similar proceeding.

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, 2013 to the nine months ended August 31, 2012.
   
Nine Months Ended
  
   
August
31, 2013
    
August
31, 2012
  
Revenues
  
$ - Nil -
    
$- Nil -
  
Selling and Administrative
Expenses
  
$
37,590
    
$
22,314
  
Total Comprehensive Loss
  
$
(132,513)
    
$
(22,314)
  
 
Expenses shown are those of continuing operations only.  The comprehensive loss includes expenses of the discontinued subsidiary and foreign currency adjustments.



Expenses
Our expenses for the nine months ended August 31, 2013 and August 31, 2012 were as follows:
   
Nine Months Ended
  
   
August 31,
2013
    
August 31,
2012
  
                 
Selling and administrative
Expenses
  
$
37,590
    
$
$22,314
  
 
 
9
 
 
For the nine months ended August 31, 2013, our total operating expenses were $37,590 as compared to $22,314 for the nine months ended August 31, 2012. The change in operating expenses is primarily due to the expenses of the continuing operations of our Unwall International Lending Division, which was not established until October, 2012.
 
Liquidity and Capital Resource
Working Capital Deficit
   
At
    
At
  
   
August
31,
    
August
31,
  
   
2013
    
2012
  
Current Assets
  
$
-Nil-
    
$
-Nil-
  
Current Liabilities
  
$
279,681
    
$
39,940
  
Working Capital
  
$
(277,508)
    
$
(39,940)
  
Cash Flows
   
Nine months ended
    
Nine months ended
  
   
August
31,
    
August
31,
  
   
2013
    
2012
  
Net Cash
Consumed by
Operating
Activities of
Continuing
Operations
  
$
(35,264)
    
$
(19,660)
  
 
Net Cash
Consumed by
Operating
Activities of
Discontinued
Operations
  
$
(103,314)
    
$
(-0-)
  
 
Net Cash
Provided
(Consumed)
by
Investing
Activities of
Discontinued
Operations
  
$
(1,301)
    
$
- Nil -
  
 
Net Cash
Provided by
Financing
Activities of
Continuing
Operations
  
$
36,025
    
$
19,660
  
 
Net Cash
Provided by
Financing
Activities of
Discontinued
Operations
  
$
93,858
    
$
-0-
  
 
Effect on Cash
Of currency rate
change
  
$
(173)
    
$
-Nil-
  

 
 
Net Cash
Consumed
  
$
(10,169)
    
$
-Nil-
  
 
 
10
 
 
Working Capital Needs:
As of August 31, 2013, we had a working capital deficit of $279,681. Over the next 12 months, we will require approximately $270,000 to sustain our working capital needs as follows:
Professional fees
  
$
20,000
  
Other
    
5,000
  
Unwall lending division operating
expense
    
245,000
  
Total
  
$
270,000
  
 
 


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 of continuing operations was $35,264 for the nine months ended August 31, 2013 and $19,660 for the nine months ended August 31, 2012   For discontinued operations, net cash consumed was $103,314 and $-0- for the respective comparable 2013 and 2012 periods.

Investing and Financing Activities:
For the nine months ended August 31, 2013, we invested $1,301 in fixed assets; during the nine month period ended August 31, 2012 we had no investing activities. During the nine months ended August 31, 2013 the Board of Directors approved a sale of 75,000,000 shares of our Common Stock to Great On Technologies Holdings Ltd., our majority shareholder, for $75,000. However, as of August 31, 2013, the shares had not yet been issued and the funds had not been received.
 
Our cash flows from financing activities during the nine month period ended August 31, 2013 were $36,025 for continuing operations and $93,858 for discontinued operations compared to the nine months ended August 31, 2012 when such cash flows were $19,660 for continuing operations and $-0- for discontinued operations. All such cash flows from financing activities were 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.
 
 
11
 
 
Material Commitments
We do not have any material commitments for capital expenditures.

Seasonal Aspects
Management is not currently aware of any seasonal aspects which would affect the results of our operations during any particular time of year.
Off Balance Sheet Arrangements
We have no off balance sheet arrangements.

Going Concern

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 November 30, 2012 and have 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, 2013.

There were no changes in our internal control over financial reporting during the quarter ended August 31, 2013 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.
 
 
12
 


 
Exhibit
No.
Document Description
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the
Sarbanes-Oxley Act of 2002
32.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 
101*
  
Interactive data files pursuant to Rule 405 of Regulation S-T **

*Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.
** Incorporated by reference to Form 10-Q filed October 21, 2013.


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 21st day of October, 2013.
 
 
 
UNWALL INTERNATIONAL INC.
  
 
 BY:
 TESHEB CASIMIR  
 
/s/
TESHEB CASIMIR
  
   
Principal Executive Officer
  
   
Principal Financial Officer and
  
    Principal Accounting Officer  
 
 
13
 

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