UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED JULY 31, 2015

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

Commission File Number 333-1399326

ROYALE GLOBE HOLDING INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		20-5913810
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)

30-01 Menara Keck Seng

No 203, Jalan Bukit

Bintang 55100

Kuala Lumpur, Malaysia

+603-2143 3131
(Address of Principal Executive Offices and Issuer’s
Telephone Number, including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes S No ☐

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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐		Accelerated filer ☐

Non-accelerated filer ☐		Smaller reporting company S
(Do not check if smaller reporting company)

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


Common Stock		Outstanding at July 31, 2015
Common Stock, $.001 par value per share		1,611,487,500 shares

TABLE OF CONTENTS

		Page


PART I	FINANCIAL INFORMATION

ITEM 1	Financial Statements

	Condensed Consolidated Balance Sheets as of July 31, 2015 (Unaudited) and October 31, 2014 (Audited)	1
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended July 31, 2015 and 2014 (Unaudited)	2
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended July 31, 2015 and 2014 (Unaudited)	3
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Nine Months Ended July 31, 2015 (Unaudited)	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	17

ITEM 4	Controls and Procedures	17

PART II	OTHER INFORMATION

ITEM 1	Legal Proceedings	18

ITEM 1A	Risk Factors	18

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	18

ITEM 3	Defaults upon Senior Securities	18

ITEM 4	Mine Safety Disclosures	18

ITEM 5	Other Information	18

ITEM 6	Exhibits	18

SIGNATURES		19

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PART I FINANCIAL INFORMATION

ITEM 1 Financial Statements

ROYALE GLOBE HOLDING INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JULY 31, 2015 AND OCTOBER 31, 2014

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	July 31, 2015			October 31, 2014
	(Unaudited)			(Audited)

ASSETS
Current assets:
Cash and cash equivalents	$	-		$	1,260,779

Total current assets		-			1,260,779

Non-current assets:
Property, plant and equipment		416,900			425,027
Investment in an unconsolidated related party entity		557,881			-

Total non-current assets		974,781			425,027
TOTAL ASSETS	$	974,781		$	1,685,806

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Amount due to a shareholder	$	-		$	647,533
Accounts payables and accrued liabilities		26,630			14,131

Total liabilities		26,630			661,664

Stockholders’ equity:
Preferred stock, 500,000,000 authorized preferred shares of $0.001 par value, none issued and outstanding		-			-
Common stock, 3,000,000,000 authorized common shares of $0.001 par value, 1,611,487,500 and 1,011,487,500 shares issued and outstanding as of July 31, 2015 and October 31, 2014, respectively		1,611,488			1,011,488
Additional paid-in capital		460,559			460,559
Subscription receivable		(600,000	)		-
Accumulated deficit		(523,896	)		(447,905	)

Total stockholders’ equity		948,151			1,024,142

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	974,781		$	1,685,806

See accompanying notes to condensed consolidated financial statements.

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ROYALE GLOBE HOLDING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS LOSS

FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2015 AND 2014

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

	Three months ended July 31,						Nine months ended July 31,
	2015			2014			2015			2014

REVENUE	$	-		$	-		$	-		$	-

COST OF REVENUE		-			-			-			-

GROSS PROFIT		-			-			-			-

OPERATING EXPENSES:
Selling, general and administrative		21,061			30,418			75,994			88,555

OPERATING LOSS		(21,061	)		(30,418	)		(75,994	)		(88,555	)

Other income		3			-			3			-

LOSS BEFORE INCOME TAX		(21,058	)		(30,418	)		(75,991	)		(88,555	)

Income tax expense		-			-			-			-

NET LOSS	$	(21,058	)	$	(30,418	)	$	(75,991	)	$	(88,555	)

Net loss per share – Basic and diluted	$	*(0.000	)	$	(0.003	)	$	*(0.000	)	$	(0.008	)

Weighted average shares outstanding – Basic and diluted		1,611,487,500			11,487,500			1,611,487,500			11,487,500

*Less than US$0.001

See accompanying notes to condensed consolidated financial statements.

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ROYALE GLOBE HOLDING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED JULY 31, 2015 AND 2014

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

	Nine months ended July 31,
	2015			2014

Cash flows from operating activities:
Net loss	$	(75,991	)	$	(88,555	)
Adjustments for:
Depreciation of property, plant and equipment		8,127			5,418

Changes in operating assets and liabilities:
Accounts payables and accrued liabilities		12,499			17,582

Net cash used in operating activities		(55,365	)		(65,555	)

Cash flows from investing activities:
Investment in an unconsolidated related party entity		(557,881	)		-
Purchase of property, plant and equipment		-			(433,154	)

Net cash used in investing activities		(557,881	)		(433,154	)

Cash flows from financing activities:
(Repayment to) advance from a shareholder		(647,533	)		498,709

Net cash (used in) provided by financing activities		(647,533	)		498,709

NET CHANGE IN CASH AND CASH EQUIVALENTS		(1,260,779	)		-

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		1,260,779			392,160

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	-		$	392,160

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

See accompanying notes to condensed consolidated financial statements.

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ROYALE GLOBE HOLDING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED JULY 31, 2015

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

	Preferred stock				Common stock
	No of shares		Amount		No of shares		Amount		Additional paid-in capital		Subscription receivable			Accumulated deficit			Total stockholders’ equity

Balance as of November 1, 2014		-	$	-		1,011,487,500	$	1,011,488	$	460,559	$	-		$	(447,905	)	$	1,024,142

Issuance of new shares		-		-		600,000,000		600,000		-		(600,000	)		-			-

Net loss for the period		-		-		-		-		-		-			(75,991	)		(75,991	)

Balance as of July 31, 2015		-	$	-		1,611,487,500	$	1,611,488	$	460,559	$	(600,000	)	$	(523,896	)	$	948,151

See accompanying notes to condensed consolidated financial statements.

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ROYALE GLOBE HOLDING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2015

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

NOTE－1 BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the balance sheet as of October 31, 2014 which has been derived from audited financial statements and these unaudited condensed financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended July 31, 2015 are not necessarily indicative of the results to be expected for the entire fiscal year ending October 31, 2015 or for any future period.

These unaudited condensed financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended October 31, 2014.

NOTE－2 ORGANIZATION AND BUSINESS BACKGROUND

Royale Globe Holding Inc., formerly Royale Group Holding, Inc., formerly MY Group, Inc., formerly Rohat Resources, Inc. (the “Company” or “ROGP”) was incorporated under the laws of the State of Nevada on August 25, 2006. We were initially formed as an exploration stage mining company. In September 2010, we ceased our mining business, and the Company was no longer considered an exploration stage enterprise as defined by FASB ASC 915.

On May 2, 2011, we changed our name to MY Group, Inc. and increased our authorized capital to consist of 500,000,000 shares of common stock, par value $0.001, and 50,000,000 shares of preferred stock, par value $0.001. On January 28, 2013, we changed our name to Royale Group Holding, Inc. On February 27, 2013, we increased our authorized stock to 3,000,000,000 shares of common stock, par value $0.001 per share, and 500,000,000 shares of preferred stock, par value $0.001 per share. On December 4, 2014, we changed our name to Royale Globe Holding Inc.

Change in Control

On or about June 25, 2010, Grand Destiny Investments Limited (“Grand Destiny”), sold 3,658,348 shares of our common stock, representing approximately 56.39% of our issued and outstanding stock, to Intrepid Capital LLC for aggregate cash consideration of $157,748 and for services rendered. The shares were sold pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, and the rules promulgated under Regulation D thereunder. Grand Destiny is jointly held by Wan Keung Chak, our former President, Secretary, C.E.O., C.F.O. and Treasurer, and Kwok Keung Liu, our former director.

On October 12, 2010, certain shareholders of the Company entered into the Sale Agreement pursuant to which they sold an aggregate of 5,237,297 shares of our common stock to five accredited investors for aggregate consideration of $600,000. Upon the closing of the sale transaction on November 23, 2010, the purchasers acquired an aggregate of 5,237,297 shares of our common stock, constituting approximately 80.73% of our issued and outstanding securities. The shares were sold pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, and the rules promulgated under Regulation D thereunder. Kok Cheang Lim acquired 3,658,348 of the shares sold, representing approximately 56.39% of our issued and outstanding shares of common stock.

On December 31, 2010, Kwok Keung Liu resigned from his positions as the President of the Company, Chief Executive Officer, Chief Financial Officer and Secretary, and Wan Keung Chak resigned from his position as a member of our Board of Directors.

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ROYALE GLOBE HOLDING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2015

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

On December 31, 2010, Kok Cheang Lim was appointed to serve as the President, Chief Executive Officer, Chief Financial Officer, Secretary and the sole member of the Company’s Board of Directors.

On October 15, 2014, Yupa Sathapornjariya was appointed as the Chairman of the Board of Directors, and Chief Financial Officer of the Company. Tan Swe Poo was appointed as the Secretary of the Board and Chief Executive Officer of the Company, effective immediately. Concurrently, Kok Cheang Lim was resigned from all positions he held in the Company.

On October 24, 2014, Chaw Eng Neng and Ng Wei Siong resigned from the positions of the Board Directors of the Company and all other positions they held in the Company. Their resignation is due to personal reasons and is not the result of any disagreement with the Company.

On October 30, 2014, the Company entered into a stock purchase agreement with Great Mission Inc, a Vanuatu company controlled by Mr. Lim Kok Cheang and agrees to issue 1,000,000,000 shares of common stock of the Company to Great Mission Inc for a price of $0.001 per share, an aggregate of US $1,000,000.

On March 20, 2015, the Company entered into a Share Exchange Agreement (“Agreement”) with RMC MINING SDN BHD, a company incorporated under the laws of Malaysia (“RMC”) and MARICOM SDN BHD, a company registered under the laws of Malaysia (“MARICOM”). Under this Agreement, the Company is agreed to issue 600,000,000 shares of its common stock to RMC in exchange for 99.6% of the total ownership of MARICOM. The closing of the exchange is expected to be completed upon the issuance of the audited report of MARICOM.

The Company’s fiscal year end is October 31.

We are a shell company with no or nominal operations. We are actively considering various acquisition targets and other business opportunities. We have established two subsidiaries in Hong Kong and hope to acquire one or more operating businesses or consummate a business opportunity within the next twelve months.

Summary of the Company’s subsidiaries

	Name of entities	Place of incorporation	Date of incorporation	Issued capital	Nature of business

1.	RGF Investment Limited	Hong Kong	July 9, 2014	10,000 issued shares of ordinary shares at Hong Kong Dollar (“HKD”)1 par value	Investment holding

2.	Doventure Investment Limited	Hong Kong	July 9, 2014	10,000 issued shares of ordinary shares at HKD1 par value	Investment holding

ROGP and its subsidiaries are hereinafter referred to as (the “Company”).

NOTE－3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.

·	Shell company

From September 2010, we ceased our mining business and the Company was no longer considered an exploration stage enterprise as defined by FASB ASC 915. We are currently considered as a shell company.

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ROYALE GLOBE HOLDING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2015

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

·	Use of estimates

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the periods reported. Actual results may differ from these estimates.

·	Basis of consolidation

The condensed consolidated financial statements include the financial statements of ROGP and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

·	Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

·	Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

				Expected useful life
Land				Freehold
Building structure				20 years

Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

·	Impairment of long-lived assets

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as property, plant and equipment held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the three and nine months ended July 31, 2015.

·	Income taxes

The Company adopts ASC Topic 740 “Income Taxes”, regarding accounting for uncertainty in income taxes which prescribes the recognition threshold and measurement attributes for financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. In addition, the guidance requires the determination of whether the benefits of tax positions will be more likely than not sustained upon audit based upon the technical merits of the tax position. For tax positions that are determined to be more likely than not sustained upon audit, a company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not determined to be more likely than not sustained upon audit, a company does not recognize any portion of the benefit in the financial statements. The guidance provides for de-recognition, classification, penalties and interest, accounting in interim periods and disclosure.

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ROYALE GLOBE HOLDING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2015

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

The Company did not have any unrecognized tax positions or benefits and there was no effect on the financial condition or results of operations for the three and nine months ended July 31, 2015. The Company and its subsidiaries are subject to local and various foreign tax jurisdictions. The Company’s tax returns remain open subject to examination by major tax jurisdictions.

·	Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings per Share”. Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

·	Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

·	Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

·	Fair value of financial instruments

The carrying value of the Company’s financial instruments: accounts payable and accrued liabilities and loan from a director approximate at their fair values because of the short-term nature of these financial instruments.

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

·	Level 1 : Observable inputs such as quoted prices in active markets;

·	Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

·	Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

·	Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

NOTE－4

INVESTMENT IN AN UNCONSOLIDATED RELATED PARTY ENTITY

On March 20, 2015, the Company entered into a Share Exchange Agreement (“Agreement”) with RMC and MARICOM. Under this Agreement, the Company is agreed to issue 600,000,000 shares of its common stock to RMC, which is a related party controlled by a major shareholder of the Company, in exchange for 99.6% of the total ownership of MARICOM. The closing of the exchange is expected to be completed upon the issuance of the audited report of MARICOM.

As of July 31, 2015, the exchange transaction was not completed and the operating results of MARICOM have not consolidated into the accompanying financial statements of the Company. The advances made by the Company were treated as non-current assets in an investment nature, which will be eliminated upon consolidation.

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ROYALE GLOBE HOLDING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2015

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

NOTE－5

PROPERTY, PLANT AND EQUIPMENT

In January 2014, the Company purchased 2 condominium units in Bangkok, Thailand at the consideration of $433,154. The Company expects these units to be used as staff quarter to the directors. For the three and nine months ended July 31, 2015, the depreciation was $2,709 and $8,127, respectively. As of July 31, 2015, the accumulated depreciation was $16,254.

NOTE－6 AMOUNT DUE TO A SHAREHOLDER

As of July 31, 2015, the balance represented temporary advance for the Company’s working capital purposes from a major shareholder, Kok Cheang Lim, which was unsecured and interest-free, with no fixed terms of repayment. The balance was fully repaid in the three months ended July 31, 2015.

NOTE－7

INCOME TAXES

As of July 31, 2015, the Company incurred $515,896 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2035, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $180,563 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The Company is delinquent in filing its United States corporation income tax returns for the periods from inception in 2007. The Company does not expect any tax to be due upon filing of these delinquent returns.

NOTE－8

RELATED PARTY TRANSACTIONS

For the three and nine months ended July 31, 2015 and 2014, Kok Cheang Lim, the former director and a major shareholder of the Company has loaned monies to pay for certain expenses incurred and the owing balance was repaid in full.

For the three and nine months ended July 31, 2015 and 2014, the Company utilized office space owned or occupied by a former director and a major shareholder at no charge. Such costs are immaterial to the financial statements and accordingly are not reflected herein.

NOTE－9

COMMITMENTS

As of July 31, 2015, the Company is committed to complete the exchange transactions with RMC and MARICOM under the Share Exchange Agreement in exchange for 99.6% of the total ownership of MARICOM. The closing of the exchange is expected to be completed upon the issuance of the audited report of MARICOM in the foreseeable period.

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ROYALE GLOBE HOLDING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2015

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

NOTE－10

SUBSEQUENT EVENTS

We evaluated subsequent events through the date the financial statements were issued and filed with this Form 10-Q. There were no subsequent events that required recognition or disclosure.

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

Forward-looking statements

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this quarterly report on Form 10-Q. This quarterly report on Form 10-Q contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Certain statements contained in this discussion, including, without limitation, statements containing the words "believes," "anticipates," "expects" and the like, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, as we issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained herein to reflect future events or developments.

Currency and exchange rate

Unless otherwise noted, all currency figures quoted as “U.S. dollars”, “dollars” or “$” refer to the legal currency of the United States. References to “MYR” are to the Malaysian Ringgit, the legal currency of Malaysia. Throughout this report, assets and liabilities of the Company’s subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

Overview

Royale Globe Holding, formerly Royale Group Holding, Inc., formerly MY Group, Inc., formerly Rohat Resources, Inc. (the “Company” or “ROGP”) was incorporated under the laws of the State of Nevada on August 25, 2006. We were initially formed as an exploration stage mining company. In September 2010, we ceased our mining business, and the Company was no longer considered an exploration stage enterprise as defined by FASB ASC 915.

Change of Control Transactions

On September 13, 2008, John P. Hynes III, our former president, entered into a Stock Purchase Agreement, with Delara Hussaini and Angela Hussaini, pursuant to which Mr. Hynes acquired from the sellers an aggregate of 4,000,000 shares of common stock of the Company, collectively representing approximately 61.65% of the total issued and outstanding shares of common stock of the Company.

On March 9, 2009, we entered into a Stock Purchase Agreement with Grand Destiny Investments Limited, or Grand Destiny, and John P. Hynes III, pursuant to which Mr. Hynes sold for $200,000, an aggregate of 4,000,000 shares of the common stock of the Company. Grand Destiny acquired an aggregate of 4,000,000 shares of common stock of the Company, or approximately 61.65% of the Company’s issued and outstanding common stock, and attained voting control of the Company. In connection with this agreement, John P. Hynes III resigned as the sole director and officer of the Company, Kwok Keung Liu was elected as the Company’s President, Secretary, C.E.O, C.F.O. and Treasurer, and Wan Keung Chak was elected as the Company’s sole director. Grand Destiny is jointly held by Wan Keung Chak and Kwok Keung Liu.

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Pursuant to a Common Stock Purchase Agreement dated as of March 9, 2009, between John P. Hynes III, the Company and Greenview Power Inc., the Company sold for $1.00, 100% of the issued and outstanding shares of Greenview Power Inc. (the Company’s wholly owned subsidiary) to Mr. Hynes.

On or about June 25, 2010, Grand Destiny sold 3,658,348 shares of our common stock, or approximately 56.39% of our issued and outstanding stock, to Intrepid Capital LLC for aggregate cash consideration of $157,748 and for services rendered. The shares were sold pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, and the rules promulgated under Regulation D thereunder.

On December 31, 2010, Kwok Keung Liu resigned from his positions as our President, Chief Executive Officer, Chief Financial Officer and Secretary, and Wan Keung Chak resigned from his position as a member of our Board of Directors. On December 31, 2010, Kok Cheang Lim was appointed to serve as our President, Chief Executive Officer, Chief Financial Officer, Secretary and the sole member of our Board of Directors.

Effective May 2, 2011, we changed our name to MY Group, Inc. and increased our authorized capital to 550,000,000 shares, consisting of 500,000,000 shares of common stock and 50,000,000 shares of preferred stock.

On January 28, 2013, we changed our name to Royale Group Holding, Inc. and our stock symbol to ROGP. On February 27, 2013, we increased our authorized stock to 3,000,000,000 shares of common stock and 500,000,000 shares of preferred stock.

On October 15, 2013, we appointed Yupa Sathapornjariya and Tan Swe Poo as the new members of the Board of Directors. We appointed Yupa Sathapornjariya as the Chairman of the Board, Tan Swe Poo as the Secretary and Yupa Sathapornjariya as the Treasurer of the Company. We appointed Tan Swe Poo as the Chief Executive Officer of the Company and Yupa Sathapornjariya as the Chief Financial Officer of the Company.

On October 15, 2013, the Board of Directors accepted Kok Cheang Lim’s resignation from all positions he holds in the Company, including board director, the Chairman of the Board, the President, the Secretary and the Treasurer of the Company, the Chief Executive Officer and the Chief Financial Officer of the Company, effective immediately.

On December 16, 2013, Chaw Eng Neng was appointed the new member of the Board of Directors and the Chief Operating Officer of the Company. Ng Wei Siong was appointed the new member of the Board of Directors and the Chief Marketing Officer of the Company.

On January 9, 2014, we changed our name to Royale Globe Holding, Inc. Our common stock is still quoted under stock symbol “ROGP”.

On October 24, 2014, Chaw Eng Neng and Ng Wei Siong resigned from the positions of the Board Directors and all other positions they held in the Company.

On October 30, 2014, we entered into a stock purchase agreement with Great Mission Inc., a Vanuatu company controlled by Kok Cheang Lim and issued 1,000,000,000 shares of commons tock of the Company to Great Mission Inc. for a price of $0.001 per share, an aggregate of US $ 1,000,000.

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On March 19, 2015, Tan Swe Poo resigned from all his positions including Board Director, Secretary and Chief Executive Officer. His resignation was due to personal reasons and was not the result of any disagreement with the Company. On March 19, 2015, Ho Shih Khiam became the new Board Director, Secretary and Chief Executive Officer of the Company.

Agreement to Acquire Maricom and Re-enter Mining Business

On March 20, 2015, the Company entered into a Share Exchange Agreement (“Agreement”) with RMC MINING SDN BHD, a company incorporated under the laws of Malaysia (“RMC”) and MARICOM SDN BHD, a company registered under the laws of Malaysia (“MARICOM”). Under this Agreement, the Company agreed to issue 600,000,000 shares of its common stock to RMC in exchange for 99.6% of the total ownership of MARICOM, an exploration stage gold mining company. The closing of the exchange is expected to be completed upon the issuance of the audited report of MARICOM. The 600,000,000 shares of the Company's common stock were erroneously issued in May 2015, and are being retained by the Company until the consummation of the acquisition.

Kok Cheang Lim owns 50% of the issued and outstanding shares of RMC.

Plan of Operation

Our plan of operation for the next 12 months is to consummate our acquisition of Maricom and continue exploring the acquisition of an operating business or the consummation of a business opportunity. We will require additional funding in order to proceed with any acquisition program or business opportunity. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or from director loans. We do not have any arrangements in place for any future equity financing or loans.

Results of Operations

Comparison of the three months ended July 31, 2015 and July 31, 2014

The following table sets forth certain operational data for the three months ended July 31, 2015, compared to the three months ended July 31, 2014:


	For the Three Months Ended			For the Three Months Ended
	July 31, 2015 (Unaudited)			July 31, 2014 (Unaudited)

Revenue	$	-		$	-
Operating expenses:
General and administrative expenses		21,061			30,418
Operating Loss		(21,061	)		(30,418	)
Other income (expense):		3			-
Loss before income tax		(21,058	)		(30,418	)
Income tax expense		-			-
Net loss	$	(21,058	)	$	(30,418	)

Net Revenue. We are a shell company that has not yet generated any revenue.

Operating Expenses. During the three months ended July 31, 2015, we incurred operating expenses of $21,061, consisting solely of professional fees. During the same period ended July 31, 2014, our operating expenses were $30,418, consisting solely of professional fees. The decrease in general and administrative expenses is attributable to decreases in such professional fees.

We expect our operating expenses to increase when we consummate our acquisition of Maricom and develop our mining business.

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Loss From Operations; Net Loss. We incurred a loss from operations of $21,061 and $30,418 for the three months ended July 31, 2015 and 2014, respectively. Similarly, we incurred a net loss of $21,058 and $30,418 for the same three-month period ended July 31, 2015 and 2014. The decrease in loss from operations and net loss resulted from a decrease in professional fees.

We expect operating losses to continue in the near future after we consummate our acquisition of Maricom, an exploration stage mining company.

Comparison of the nine months ended July 31, 2015 and July 31, 2014

The following table sets forth certain operational data for the nine months ended July 31, 2015, compared to the nine months ended July 31, 2014:


	For the Nine Months Ended			For the Nine Months Ended
	July 31, 2015 (Unaudited)			July 31, 2014 (Unaudited)

Revenue	$	-		$	-
Operating expenses:
General and administrative expenses		75,994			88,555
Operating Loss		(75,994	)		(88,555	)
Other income (expense):		3			-
Loss before income tax provision		(75,991	)		(88,555	)
Income tax expense		-			-
Net loss	$	(75,991	)	$	(88,555	)

Operating Expenses. During the nine months ended July 31, 2015, we incurred operating expenses of $75,994, consisting solely of professional fees. During the same period ended July 31, 2014, our operating expenses were $88,555, consisting solely of professional fees. The decrease in general and administrative expenses is attributable to decreases in such professional fees.

We expect our operating expenses to increase when we consummate our acquisition of Maricom and develop our mining business.

Loss From Operations; Net Loss. We incurred a loss from operations of $75,994 and $88,555 for the nine months ended July 31, 2015 and 2014, respectively. Similarly, we incurred a net loss of $75,991 and $88,555 for the same nine-month period ended July 31, 2015 and 2014. The decrease in loss from operations and net loss resulted from a decrease in professional fees.

We expect operating losses to continue in the near future after we consummate our acquisition of Maricom, an exploration stage mining company.

Liquidity and Capital Resources

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.We have not attained profitable operations and are dependent upon obtaining financing to our business plans.

As of July 31, 2015, our cash and cash equivalents were $0 and our current liabilities were $26,630 consisting primarily of accounts payables and accrued liabilities. As of October 31, 2014, our cash and cash equivalents were $1,260,779 and our current liabilities $661,664, consisting primarily of $647,533 of advances from our stockholders and $14,131 of accounts payables and accrued liabilities. The decrease in our cash resulted from the repayment of related party debt and advance to unconsolidated related party entity.

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We have never paid dividends on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently, we do not expect to pay dividends on Common Stock in the foreseeable future.

The success of our growth strategy is dependent upon the availability of additional capital resources on terms satisfactory to management. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions and public offerings, capital leases and long-term debt. There can be no assurance that we can raise such additional capital resources on satisfactory terms. We believe that our current cash and other sources of liquidity discussed below are adequate to support operations for at least the next 12 months. We anticipate continuing to rely on equity sales of our common shares and shareholder loans in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our plan of operations.

	Nine months ended
	7/31/2015			7/31/2014
Net cash (used in) provided by operating activities		(55,365	)		(65,555	)
Net cash used in investing activities		(557,881	)		(433,154	)
Net cash provided by (used in) financing activities		(647,533	)		498,709

Net Cash Used In Operating Activities.

We have not generated any revenues since inception. For the nine months ended July 31, 2015, net cash used in operating activities was $55,365 compared to net cash used in operating activities of $65,555 for the nine months ended July 31, 2014.

Net Cash Used In Investing Activities

During the nine months ended July 31, 2015, net cash used in investing activities was $557,881, which consisted primarily of advances made in connection with our acquisition of Maricom. During the same period ended July 31, 2014, net cash used in investing activities was $433,154, which consisted primarily of cash used to purchase our two condominiums located in Bangkok, Thailand.

Net Cash Provided By (Used In) Financing Activities

During the nine months ended July 31, 2015, net cash used in financing activities was $647,533, consisting of repayments of advances from our shareholder, Kok Cheang Lim. During the same period ended July 31, 2014, net cash provided by financing activities was $498,709, consisted of advances from our shareholder Kok Cheang Lim.

Off-Balance Sheet Arrangements

We have no outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations and require management's subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management's current judgments. We believe the following accounting policies are critical in the preparation of our financial statements.

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·	Shell company

From September 2010, we ceased our mining business and the Company was no longer considered an exploration stage enterprise as defined by FASB ASC 915. We are currently considered as a shell company.

·	Basis of consolidation

·	Property, plant and equipment

				Expected useful life
Land				Freehold
Building structure				20 years

·	Related parties

·	Foreign currencies translation

·	Fair value of financial instruments

·	Level 1 : Observable inputs such as quoted prices in active markets;

·	Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

·	Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

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Recent accounting pronouncements

ITEM 3 Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 4 Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), under the supervision of and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures, subject to limitations as noted below, as of July 31, 2015, and during the period prior to and including the date of this report, were not effective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

A material weakness is a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. In connection with management's assessment of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002, we identified several material weaknesses in our internal control over financial reporting as of October 31, 2014, which were described in our Annual Report on Form 10-K filed with the SEC on January 28, 2015, or our Annual Report.

The material weakness identified by our Chief Executive Officer and Chief Financial Officer and our plans for remediation continue to be as described in our Annual Report. Our certifying officer and director is continuing to evaluate our internal control over financial reporting and our disclosure controls and procedures in an attempt to address such material weaknesses as resources permit.

Inherent Limitations

Because of its inherent limitations, our disclosure controls and procedures may not prevent or detect misstatements. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Changes in Internal Control over Financial Reporting

Subject to the foregoing disclosure, there were no changes in our internal control over financial reporting that occurred during our last fiscal quarter ended July 31, 2015, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

ITEM 1 Legal Proceedings

We are not a party to any legal or administrative proceedings that we believe, individually or in the aggregate, would be likely to have a material adverse effect on our financial condition or results of operations.

ITEM 1A Risk Factors

None.

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

None.

ITEM 6 Exhibits


Exhibit No.	Name of Exhibit
3.1	Amended and Restated Articles of Incorporation and amendments thereto*
3.2	Bylaws (2)
4.1	Form of common stock certificate (2)
21	List of Subsidiaries*
31.1	Certification of Principal Executive Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*
31.2	Certification of Principal Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	XBRL INSTANCE DOCUMENT*
101.SCH	XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT*
101.CAL	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE*
101.DEF	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE*
101.LAB	XBRL TAXONOMY EXTENSION LABELS LINKBASE*
101.PRE	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE*

* Filed herewith.

(1) Incorporated herein by reference from the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on March 13, 2013.

(2) Incorporated herein by reference from the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on December 14, 2006.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ROYALE GLOBE HOLDING INC.


Date: September 18, 2015	By:	/s/Yupa Sathapornjariya
		Yupa Sathapronjariya
		Chief Financial Officer

ROYALE GLOBE HOLDING INC. 10-Q