RORINE INTERNATIONAL HOLDING Corp - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - RORINE INTERNATIONAL HOLDING Corp	Financial_Report.xls
EX-31.1 - EXHIBIT 31.1 - RORINE INTERNATIONAL HOLDING Corp	ex31_1.htm
EX-32.1 - EXHIBIT 32.1 - RORINE INTERNATIONAL HOLDING Corp	ex32_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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, 2014

	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 o NO x

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 for such shorter period that the registrant was required to submit and post such files).

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 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 July 16, 2014.

UNWALL INTERNATIONAL, INC.

FINANCIAL STATEMENTS

AUGUST 31, 2014

（unaudited）

TABLE OF CONTENTS

PART I. - FINANCIAL INFORMATION
		Page

ITEM 1	FINANCIAL STATEMENTS

	Unaudited Balance Sheets as of August 31, 2014 and November 30, 2013	3

	Unaudited Statements of Operations for the three and nine month periods ended August 31, 2014	4

	Unaudited Statements of Cash Flows for the nine month period ended August 31, 2014 and for the nine month period ended August 31, 2013	6

	Condensed Notes to Interim Financial Statements (unaudited)	7

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	13

ITEM 4	Controls and Procedures	14

PART II	OTHER INFORMATION	14

ITEM 1A	Risk Factors	14

ITEM 6	Exhibits	14

INDEX TO EXHIBITS		14

SIGNATURES		15

UNWALL INTERNATIONAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	August 31,			November 30,
	2014			2013
ASSETS

Current Assets:
Cash		-			-
Total current assets		-			-

Total Assets		-			-

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
Accounts payable		16,480			17,140
Due to shareholder		132,668			96,767

Total liabilities		149,148			113,907
Commitments and contingencies		-			-
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		6,793,041			6,793,041
Accumulated deficit		(6,966,757	)		(6,931,516	)
Accumulated other comprehensive loss		-			-
Total shareholders deficit		(149,148	)		(113,907	)

Total Liabilities and Shareholders’ Deficit		-			-

These accompanying notes are an integral part of these financial statements

UNWALL INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTH PERIOD ENDED AUGUST 31,

	2014			2013
Expenses:
Selling and Administrative Expenses		35,241			37,590
Operating loss from continuing operations		(35,241	)		(37,590	)
Operating loss from discontinued operations		-			(106,432	)

Net loss		(35,241	)		(144,022	)

Other comprehensive income:
Currency rate changes -discontinued operations		-			11,509
Total loss from continuing operations		(35,241	)		(37,590	)
Total comprehensive loss from discontinued operations		-			(94,923	)

Total comprehensive loss		(35,241	)		(132,513	)

Loss Per Share -
Basic and Diluted	$	-		$	-

Weighted average number of common shares outstanding		23,818,046			23,818,046

These accompanying notes are an integral part of these financial statements

UNWALL INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTH PERIOD ENDED AUGUST 31,

	2014			2013
Expenses:
Selling and Administrative Expenses	$	23,241		$	15,780
Operating loss from continuing operations		(23,241	)		(15,780	)
Operating loss from discontinued operations		-			(636	)

Net loss		(23,241	)		(16,416	)

Other comprehensive income:
Currency rate changes -discontinued operations		-			10,138
Total loss from continuing operations		(23,241	)		(15,780	)
Total comprehensive loss from discontinued operations		-			9,502

Total comprehensive loss	$	(23,241	)	$	(6,278	)

Loss Per Share -
Basic and Diluted	$	-		$	-

Weighted average number of common shares outstanding		23,818,046			23,818,046

These accompanying notes are an integral part of these financial statements

UNWALL INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTH PERIOD ENDED AUGUST 31,

	2014			2013
CASH FLOWS FROM OPERATIONS:
Net loss	$	(35,241	)	$	(37,590	)
Adjustments required to reconcile net loss to net cash
consumed by operating activities:
Charges and credits not involving the use of cash:
Depreciation					761
Changes in assets and liabilities:
(Decrease) Increase in accounts payable		(660	)		1,565

Net Cash Consumed by Operating Activities:
Continued operations		(35,901	)		(35,264	)
Discontinued operations		-			(103,314	)
Total		(35,901	)		(138,578	)


CASH FLOWS USED FOR INVESTING ACTIVITIES:

Net Cash Consumed by Investing Activities:
Continued operations		-			-
Discontinued operations		-			(1,301	)
Total		-			(1,301	)
		.
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shareholder loans		35,901			36,025

Net Cash Provided by Financing Activities:
Continued operations		35,901			36,025
Discontinued operations		-			93,858
Total		35,901			129,883

Effect on cash of currency rate changes
Discontinued operations		-			(173	)

Net increase (decrease) 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 financial statements.

UNWALL INTERNATIONAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2014

(Unaudited)

1.BASIS OF PRESENTATION

The unaudited interim financial statements of Unwall International, Inc. (the “Company”) as of August 31, 2014 and for the three and nine month periods then ended 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 nine month period ended August 31, 2014 are not necessarily indicative of the results to be expected for the full fiscal year ending November 30, 2014. The Company was a "shell" company as defined by SEC Rule 12b-2 until it began development stage operations on September 1, 2012. The Company was a development stage entity through May 31, 2013 when it discontinued development operations and reverted back to “shell” status.

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, 2013.

2.SUPPLEMENTAL CASH FLOWS INFORMATION

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

3.GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has experienced continued losses, has a working capital deficiency of $149,148, has an accumulated deficit of $6,966,757 and does not presently have sufficient resources to accomplish its objectives during the next twelve months. The Company has closed its Malaysian operating subsidiary and its social lending division which together incurred substantial development costs. 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.

UNWALL INTERNATIONAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2014

(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, SdnGhd. All intercompany balances have been eliminated.

7.DISCONTINUED OPERATIONS

The Company began development stage activities through its wholly owned Malaysian subsidiary, Unwall Technologies Holdings, SdnGhd. on September 1, 2012. Operations of the Malaysian subsidiary effectively ceased on May 31, 2013, and closed by August 31, 2013. The equipment and software owned by this subsidiary had no material value and were either abandoned or given to employees. Unwall International has assumed responsibility for any remaining accounts payable of the subsidiary. A planned social lending division was terminated with no viable development before October 31, 2013.

8.FOREIGN CURRENCY TRANSACTIONS

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

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

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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 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.

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 . The Company planned to introduce applications for mobile devices in the first half of 2013 and web applications later in the year. This venture was discontinued May 31, 2013 and the business closed by August 31, 2013. The subsidiary does still exist with no assets or liabilities remaining.

Development began on a web based social lending division. So far, this business has not proceeded beyond initial plans for a joint venture and, as a result the Company has reverted to shell company status.

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 three months ended August 31, 2014 to August 31, 2013.

		Three Months Ended

		August 31, 2014			August 31, 2013
Revenues	$	- Nil -		$	- Nil -
Selling and Administrative Expenses	$	23,241		$	15,780
Net Loss from Continuing Operations	$	(23,241	)	$	(15,780	)
Net Loss from Discontinued Operations		-			(636	)

Expenses

Our expenses for the three months ended August 31, 2014 and August 31, 2013 were as follows:

	August 31, 2014		August 31, 2013
General and Admininstrative	$	23,241	$	15,780


Total Expenses	$	23,241	$	15,780

For the three months ended August 31, 2014, our total operating expenses were $23,241 as compared to $15,780 for the three months ended August 31, 2013. The change in operating expenses from continuing operations is primarily due to expenses related to 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.

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, 2014 to the nine months ended August 31, 2013.

		Nine Months Ended

		August 31, 2014			August 31, 2013
Revenues	$	- Nil -		$	- Nil -
Selling and Administrative Expenses	$	35,241		$	37,590
Net Loss from Continuing Operations	$	(35,241	)	$	(37,590	)
Net Loss from Discontinued Operations		-		(106,432)

Expenses

Our expenses for the nine months ended August 31, 2014 and August 31, 2013 were as follows:

	August 31, 2014		August 31, 2013
General and Admininstrative	$	35,241	$	37,590


Total Expenses	$	35,241	$	144,022

For the nine months ended August 31, 2014, our total operating expenses were $35,241_ as compared to $37,590 for the nine months ended August 31, 2013. The change in operating expenses from continuing operations is primarily due to expenses related to 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 Deficit

	At				At
	August 31,				November 30,
	2014				2013

Current Assets		$	-			$	-
Current Liabilities			149,148				113,907
Working Capital		$	(149,148	)		$	(113,907	)

Cash Flows

	At				At
	August 31,				August 31,
	2014				2013

Net Cash Consumed by Operating Activities from continuing operation		$	(35,901	)		$	(35,264	)

Net Cash Provided by Financing Activities from continuing operation			35,901				36,025
Change in cash from continuing operation			-				-

Change in cash from discontinued operations			-				(10,757	)

Effect on Cash of currency rate change			-				(173	)

Net increase (decrease) in cash			-				(10,169	)

Working Capital Needs:

As of August 31, 2014, we had a net working capital deficit of $149,148. Over the next 12 months, we will require approximately $25,000 to sustain our working capital needs as a public reporting company as follows:

Professional fees	$	15,000
Other		10,000


Total	$	25,000

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 continuing operating activities was $35,901 for the nine months ended August 31, 2014 and $35,264 for the nine months ended August 31, 2013. The decrease in cash consumption is attributable to a decrease in administrative expenses. Cash in the amount of $103,304 was consumed by discontinued operations in the 2013 period. There was no such consumption in the 2014 period.

Investing and Financing Activities:

We had no investing activities from continuing operations in either the 2014 period or the 2013 period. Our Board of Directors previously 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, 2014, the shares had not yet been issued.

Cash flows from financing activities from continuing operations produced cash flows during the nine month period ended August 31, 2014 of $35,907, compared to $36,025 for the nine months ended August 31, 2013. In both periods the cash 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.

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 loans 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, 2013 and have determined that none are anticipated to have a material impact on the Company’s financial position, results of operations, or cash flows.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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.

ITEM 4. CONTROLS AND PROCEDURES.

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 nine month period ended August 31, 2014.

There were no changes in our internal control over financial reporting during the nine month period ended August 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

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.

ITEM 6. EXHIBITS.

The following documents are included herein:

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

SIGNATURES

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 28th day of May, 2015.

	UNWALL INTERNATIONAL INC.






	BY: /s/	TESHEB CASIMIR TESHEB CASIMIR
		Principal Executive Officer Principal Financial Officer and Principal Accounting Officer

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