UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 to

FORM 10-Q

☒ QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2018

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-53156

RORINE INTERNATIONAL HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

5255 Longley Lane, Suite 105

Reno, NV 89511

(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 ☐ NO ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 ☐ NO ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☒ NO ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 24,244,876 shares of common stock as of September 30, 2019.

This Amendment No. 1 to Form 10Q of Rorine International Holding Corporation (the “Company”) is being filed to correct a typographical omission in the previously filed report, relating to the nature of the change of control as found in Item 2 below. In addition, there was a correction required to financial statements for a clerical error for the Consolidated Statements of Changes in Stockholder Deficits: Accumulated Deficit reporting of the previous quarters net losses required the following corrections for the Quarter ending February 28, 2018 was understated by $767 and the amount reported for quarter ending May 31, 2018 was overstated by the same amount. We restated the Consolidated Statements of Changes in Stockholders Deficit for the Nine Months Ended August 31, 2018 to correct his error. Besides this correction there were no other changes to financial or other data or information have been made.

RORINE INTERNATIONAL HOLDING CORPORATION

FINANCIAL STATEMENTS

AUGUST 31, 2018

TABLE OF CONTENTS

PART I. - FINANCIAL INFORMATION
		Page

ITEM 1	FINANCIAL STATEMENTS

	Balance Sheets as of August 31, 2018 (unaudited) and November 30, 2017 (audited)	1

	Unaudited Statements of Operations for the three and nine month periods ended August 31, 2018 and 2017	2

	Unaudited Statements of Cash Flows for the nine month periods ended August 31, 2018 and 2017	3

	Unaudited Statements of changes in Stockholders Deficit for the nine month periods ended August 31, 2018	4

	Condensed Notes to Interim Financial Statements (unaudited)	5

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7

ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	10

ITEM 4	Controls and Procedures	10

PART II	OTHER INFORMATION	11

ITEM 1	Legal Proceedings	11

ITEM 1A	Risk Factors	11

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	11

ITEM 5	Other Information	11

ITEM 6	Exhibits	11

INDEX TO EXHIBITS		11

SIGNATURES		12

RORINE INTERNATIONAL HOLDING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	August 31,			November 30,
	2018			2017
ASSETS

Current Assets:
Cash		-			-
Total current assets		-			-

Total Assets		-			-

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current Liabilities:
Accounts payable		3,995			5,300
Due to shareholder		294,063			273,440

Total liabilities		298,058			278,740

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, 24,244,876, respectively		24,245			24,245
Capital in excess of par value		7,646,274			7,646,274
Accumulated deficit		(7,969,327	)		(7,950,009	)
Total shareholders deficit		(298,058	)		(278,740	)

Total Liabilities and Shareholders’ Deficit		-			-

These accompanying notes are an integral part of these financial statements

RORINE INTERNATIONAL HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2018 AND 2017

(UNAUDITED)

	For the Three Months Ended August 31,						For the Nine Months Ended August 31,
	2018			2017			2018			2017
Expenses:
Selling and Administrative Expenses	$	185		$	3,395		$	19,318		$	27,035
Operating loss		(185	)		(3,395	)		(19,318	)		(27,035	)

Total loss from operations		(185	)		(3,395	)		(19,318	)		(27,035	)

Loss Per Share -
Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of common shares outstanding		24,244,876			24,244,876			24,244,876			24,244,876

These accompanying notes are an integral part of these financial statements

RORINE INTERNATIONAL HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED AUGUST 31. 2018

(UNAUDITED)

	For the Nine Months Ended August 31,
	2018			2017
CASH FLOWS FROM OPERATIONS:
Net loss	$	(19,318	)	$	(27,035	)
Adjustments required to reconcile net loss to net cash consumed by operating activities:
Changes in assets and liabilities:
Increase in accounts payable		(1,305	)		11,520
Net Cash Consumed by Operating Activities:		(20,623	)		(15,515	)
		.
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shareholder loans		20,623			15,515
Net Cash Provided by Financing Activities:		20,623			15,515

Net increase (decrease) in cash		-			-

Cash balance, beginning of period		-			-

Cash balance, end of period	$	-		$	-

The accompanying notes are an integral part of these financial statements.

RORINE INTERNATIONAL HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT

FOR THE NINE MONTHS ENDED AUGUST 31, 2018

RESTATED

									Capital in
	Common Stock				Preferred Stock				Excess of		Accumulated
	Shares		Amount		Shares		Amount		Par Value		Deficit			Total
Balance November 30, 2017		24,244,876	$	24,245		750,000	$	750	$	7,646,274	$	(7,950,009	)	$	(278,740	)

Common stock issued for services															-

Net loss for quarter ended February 28, 2018												(9,950	)		(9,950	)
Balance February 28, 2018		24,244,876		24,245		750,000		750		7,646,274		(7,959,959	)		(288,690	)

Common stock issued for services															-

Net loss for quarter ended May 31, 2018												(9,183	)		(9,183	)
Balance May 31, 2018		24,244,876		24,245		750,000		750		7,646,274		(7,969,142	)		(297,873	)

Common stock issued for services															-

Net loss for quarter ended August 31, 2018												(185	)		(185	)
Balance August 31, 2018		24,244,876	$	24,245		750,000	$	750	$	7,646,274	$	(7,969,327	)	$	(298,058	)

The accompanying notes are an integral part of these financial statements.

RORINE INTERNATIONAL HOLDING CORPORATION

1. BASIS OF PRESENTATION

The unaudited interim financial statements of Rorine International Holdings Corp., (the “Company”) as of August 31, 2018 and for the nine month period 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 three month periods ended August 31, 2018 are not necessarily indicative of the results to be expected for the full fiscal year ending November 30, 2018. 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. The Company functional currency is US dollars.

On July 9, 2015 we merged with our wholly owned Nevada subsidiary, 3 Shine Technologies, Inc. As a result of this merger, our corporate name was changed to 3 Shine Technologies, Inc. and the trading symbol for our common stock changed to “TSHN.”

On September 14, 2015, the Company completed a merger with Rorine International Holding Corporation (Rorine), a wholly owned subsidiary incorporated in the State of Nevada. This resulted in a corporate name change of the Company to “Rorine International Holding Corporation.” This corporate action was approved by the Company’s Board of Directors as authorized by Nevada corporate law. The corporate name change effected by the merger was effective on October 7, 2015 upon final approval by FINRA which was granted on October 6, 2015. The Company’s trading symbol changed to “RIHC” as a result of the corporate name change. The subsidiary was newly formed on September 4, 2015, and merged into the parent public company ten days later on September 14, 2015. The subsidiary had no formal business activities as of November 30, 2015. Selling general and administrative expenses consist mainly of professional fees.

On January 12, 2016, Rorine International Holding Corporation successfully entered in a marketing and distribution agreement with RICH Group based in Southeast Asia. The agreement was negotiated and announced by Rorine’s Chief Financial Officer Mr. Tan Sew. According to Mr. Tan, this agreement has taken several months to plan and negotiate and “will give Rorine an excellent opportunity to market Eastern alternative medical packages related to Type II Diabetes outside of China to non-traditional markets such as in the West.”

The agreement was signed between Rorine International Holding Corporation and RICH Group who had previously acquired Guangzhou Huanai Nutrition and Health Information Co. Ltd and Guangzhou Tongde Hospital. One of RICH Group’s diversified investment holdings has been in alternative medicine & treatment for Type II Diabetes, specifically in China where roughly 10% of the population is susceptible to it. They have a non-invasive treatment program based on the combination of traditional Chinese medicine and modern hyperthermia, elemental balance therapy, psychotherapy, resulting in complete restoration to normal health and diet. They currently have a separate marketing and distribution company specifically for the China market. This new agreement allows them to move outside of China into new and growing markets specifically targeting western patients.

According to this agreement, Rorine was to setup and prepare a marketing strategy and platform as well as liaise with hospitals, clinics and associations in order to bring this unique product to markets in the West, where Diabetes is also on the rise.

The agreement was part of a long term strategy initiated by the Board of Directors of Rorine International Holding Corporation, faithfully guided by its Chief Officer Mr. Tesheb Casimir. Part of this turn around occurred when the Board decided to appoint Mr. Tan Sew as its CFO in late 2015. Mr. Tan has been involved in new project finance and development in Southeast Asia for the past 20 years.

On March 14, 2016, an Amendment to the Company’s Articles of Incorporation was filed with the Nevada Secretary of State which increased the Company’s authorized shares of common stock to 2,000,000,000 shares from 100,000,000 shares. The amendment was approved by owners of 66.96% of the Company’s common stock and by the owner of 100% of the Company’s preferred stock. The amendment was effective upon filing on March 14, 2016.

Accounts payable consist of vendor payables at August 31, 2018 and November 30, 2017.

RORINE INTERNATIONAL HOLDING CORPORATION

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 ($298,058), an accumulated deficit of $7,969,327 and does not presently have sufficient resources to accomplish its objectives during the next twelve months. On August 1, 2012, the Company began a new business. The new business enterprise was initiated with the creation of a wholly owned subsidiary, Unwall Technologies Holdings, Sdn. Ghd (Unwall Technologies), a Malaysian corporation incorporated on July 12, 2012. The Company plans to introduce applications for mobile devices in the first half of 2013 and web applications later in the year. The Company is considered a development stage entity because this new business enterprise is in the process of platform development and has not derived significant revenue from operations.

In November 2011, the Company name was changed to Unwall International Inc. (Unwall International).

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 Directors and Officer’s insurance.

On or about December 4, 2019, the former CFO of the Company has made a claim that he is owed money for services. Nonetheless, he has not provided invoices for these services upon request. The Company has not accrued or recorded this liability in the financial statements for the period ending August 31, 2018. The Company is disputing this debt at his time.

5. SHAREHOLDER LOANS

The shareholder loans are non-interest bearing demand loans and are properly classified on the balance sheet as a current liability.

6. PRINCIPLE OF CONSOLIDATION

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

7. DISCONTINUED OPERATIONS

The Company began development stage activities through its wholly owned Malaysian subsidiary, Unwall Technologies 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. RELATED PARTY TRANSACTIONS

As of August 31, 2018 and November 30, 2017 Company Principal Executive Officer had advanced the Company a total of $294,063 and $273,440, respectively.

9. SUBSQUENT EVENTS

On May 19, 2019 (after the relevant period of this report) we experienced a change of control by virtue of the transfer by our principal shareholder and control persons Great On Technologies Holdings Limited, and Yang Xing Liang as sellers (the “Sellers”) to MGA Holdings Group of a controlling interest in the Company. The change of control was effectuated by the transfer by the Sellers of 17,183,668 shares of Common Stock of the Company and 750,000 shares of Class A Preferred Stock, par value $0.001 per share of the Company. As part of such transaction our sole director and officer at the time, Mr. Tesheb Casimir, appointed new directors and officers and resigned from the board and all officer positions.

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. 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 platform. This was followed by a strategy to focus on the bio medical sector and, specifically, alternative medical products and services.

In August 2017, the Company’s Board of Directors determined to expand the Company’s holdings into mobile payment systems and the E-marketplace, although no transaction had been completed by August 31, 2018.

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

In May of 2019 (after the relevant period of this report) we experienced a change of control by virtue of the transfer by our principal shareholder, Great On Technologies Holding Limited, an entity owned or controlled by Tsang Chi Man, our former director and executive officer and Yang Xing Liang to M&G Asset Management Co., Ltd., as nominee for MGA Holding Group of 15,947,668 and 1,236,000 shares, respectively, of common stock of the Company, par value $0.001 per share, or an aggregate of 17,183,668 shares of Common Stock. In addition, Mr. Liang sold 750,000 shares of Class A Preferred Stock of the Company to such purchaser resulting in a transfer of control of the company. Currently all of the forgoing control shares are held by MGA Holding Group. In connection with the foregoing, effective as of May 19, 2019, our previous sole director, President, CEO and CFO, Mr. Tesheb Casimir resigned from all positions with the company after appointing Hau-Ran Tsau, and Ta-Wei Liu as members of the Board of Directors and appointed Hau-Ran Tsau as the new President, CEO, CFO and Treasurer.

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, 2018 to three months ended August 31, 2017.

	Three Months Ended
	August 31, 2018			August 31, 2017
Revenues	$	-Nil-		$	-Nil-
Consulting Fees		-			-
Selling and Administrative Expenses	$			$	3,395
Net Loss from Operations	$		)	$	(3,395	)

Expenses

Our expenses for the three months ended August 31, 2018 and August 31, 2017 were as follows:

	Three Months Ended
	August 31, 2018	August 31, 2017

Professional Fees	$	$	3,395

Total Expenses	$	$	3,395

For the three months ended August 31, 2018, our total operating expenses were $185 as compared to $3,395 for the three months ended August 31, 2017. The change in operating expenses is primarily due to expenses associated the reduction in our operating and absorption of any costs by our management.

Professional Fees

We incurred a total of $9,183 in professional fees for the three months ended August 31, 2018 as compared to $3,395 during the three months ended August 31, 2017. 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, 2018 to the nine months ended August 31, 2017.

	Nine Months Ended
	August 31, 2018			August 31, 2017
Revenues	$	-Nil-		$	-Nil-
Consulting fees		-			-
Selling and Administrative Expenses	$			$	27,035
Net Loss from Operations	$	(	)	$	(27,035	)

Expenses

Our expenses for the nine months ended August 31, 2018 and August 31, 2017 were as follows:

	Nine Months Ended
	August 31, 2018	August 31, 2017

Professional Fees	$	$	27,035

Total Expenses	$	$	27,035

For the nine months ended August 31, 2018, our total operating expenses were $19,318 as compared to $27,035 for the nine months ended August 31, 2017. The change in operating expenses is primarily due to variation in professional fees incurred.

Professional Fees

We incurred a total of $19,318 in professional fees for the nine months ended August 31, 2018 as compared to $27,035 during the nine months ended August 31, 2017. 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,
	2018			2017

Current Assets	$	-		$	-
Current Liabilities	$			$	262,037
Working Capital	$		)	$	(262,037	)

Cash Flows

	Nine months ended		Nine months ended
	August 31,		August 31,
	2018		2017

Net Cash Consumed by Operating Activities	$	( )	$	(15,515	)
Net Cash Provided by Financing Activities	$		$	15,515
Net Cash Consumed	$	-	$	-

Working Capital Needs:

As of August 31, 2018, we had working capital deficit of $297,058 Over the next 12 months (i.e. September 2018 through September 2019), we will require approximately $25,000 to sustain our working capital needs as a public reporting company (not including any working capital required by our proposed social lending business), as follows:

Professional fees	$	20,000
Other		5,000

Total	$	25,000

Sources of Capital:

We expect to obtain financing through shareholder loans or investments of equity. Shareholders loans or equity investments may be granted from time to time as required to meet current working capital needs at negotiated terms. We have no formal agreement that ensures that we will receive such loans or investments. We may exhaust this source of funding at any time. The Shareholder did not fund professional fees for the quarter ended August 31, 2018 and has stopped funding expenses. However, the new shareholder as of May 2019 did commence funding such fees.

Cash Flows

Operating Activities:

Net cash consumed by operating activities was $20,623 for the nine months ended August 31, 2018 and $15,515 for the nine months ended August 31, 2017. Cash consumption is expected to initially increase slightly and then remain stable until the Company once again commences active business operations.

Investing and Financing Activities:

We had no investing activities from continuing operations in either the 2018 period or the 2017 period.

Our cash flows from financing activities during the nine month period ended August 31, 2018 were $20,623 compared to the nine months ended August 31, 2017 when such cash flows were $15,515. 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 have no commitments for any financings at this time and we are funded by our principal shareholder. 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 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 relevant Accounting Standards Updates and has determined that none are anticipated to have a material impact on the Company’s financial position or results of operations.

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 during such period were not effective.

There were no changes in our internal control over financial reporting during the quarter ended August 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Control over Financial Reporting

Other than as set forth above, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.

LITIGATION

None.

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 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5.

OTHER INFORMATION

On May 21, 2019 (after the relevant period of this report) we experienced a change of control by virtue of the transfer by our principal shareholder and control persons Great On Technologies Holdings Limited, and Yang Xing Liang as sellers (the “Sellers”), to M&G Asset Management Co., Ltd. on behalf of MGA Holdings Group of a controlling interest in the Company. The change of control was effectuated by the transfer by the Sellers of 17,183,668 shares of Common Stock of the Company and 750,000 shares of Class A Preferred Stock, par value $0.001 per share of the Company. In connection with the foregoing, effective as of May 19, 2019, our previous sole director, President, CEO and CFO, Mr. Tesheb Casimir resigned from all positions with the company after appointing Hau-Ran Tsau, and Ta-Wei Liu as members of the Board of Directors and appointed Hau-Ran Tsau as the new President, CEO, CFO and Treasurer. On _June, 4, 2019, Mr. Wen-Chin Han was added as a board member and Mr. Bruce Smith was appointed as Chief Financial Officer of the Company.

ITEM 6.

EXHIBITS.

The following documents are included herein:

Exhibit No.		Document Description

31.1		Certification of Principal Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of 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.

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 6^th day of December, 2019.

	RORINE INTERNATIONAL HOLDING CORPORATION

	BY:	/s/ MR. HAU-RAN TSAU
		MR. HAU-RAN TSAU
		Principal Executive Officer

	BY:	/s/ BRUCE M. SMITH
		BRUCE M. SMITH
		Principal Financial Officer and
		Principal Accounting Officer

RORINE INTERNATIONAL HOLDING Corp 10-Q/A