UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

~~☒ Annual report under Section 13 or 15~~(dMark One) ~~of the Securities Exchange Act of 1934 for the fiscal year ended November 30, 2017~~

~~☐ Transition~~☒ ANNUAL ~~report~~REPORT ~~under~~PURSUANT ~~Section~~TO SECTION 13 orOR 15(d) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934 ~~for the transition period from _________ to _________~~

For the fiscal year ended: November 30, 2018

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

For the transition period from to

Commission file number: 000-53156

RORINE INTERNATIONAL HOLDING CORPORATION (Exact name of registrant as specified in its charter)

CORPORATION

Nevada

45-0588917

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

(Name of issuer in its charter)

3535 Executive Terminal Drive Ste. 110

Henderson, Nevada

89052

(Address of principal executive offices)

(Zip Code)

Nevada		45-0588917
(State or other jurisdiction of incorporation or		(IRS Employer Identification No.)
organization)
Suite 325 – 7582 Las Vegas Blvd South, Las Vegas, NV89123		89107
(Address of principal executive offices)		(Zip Code)
Issuer's telephone number	1-702-560-4373
Securities registered under Section 12(b) of the Exchange Act: None Securities registered pursuant to section 12(g) of the Act:

(702)-688-5971

(Registrant’s telephone number, including area code)

~~Common~~ Securities registered ~~Stock,~~pursuant ~~$0.001~~to ~~par~~Section ~~value Common~~ 12(~~Title~~b) of ~~class)~~the Act:

~~Indicate~~Title byof ~~check~~each ~~mark~~class ifTrading ~~the~~Symbol(s) ~~registrant~~Name isof aeach ~~well-known~~exchange ~~seasoned~~on ~~issuer,~~which asregistered ~~defined~~None inN/A ~~Rule 405 of the Securities Act. YES ☐ NO ☒~~N/A

~~Indicate~~Securities registered ~~by check mark if the registrant is not required to file reports~~ pursuant to Section ~~13 or Section 15~~12(dg) of the ~~Exchange~~ Act~~. YES ☐ NO ☒~~:

~~Indicate~~None ~~by check mark whether the registrant~~ (1)Title ~~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~~class)~~, and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐~~

1Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YESYes ~~☒ NO~~ ☐ No ☒

Indicate by check mark if ~~disclosure~~the ofregistrant ~~delinquent filers pursuant to Item 405 of Regulation S-K~~ is not ~~contained~~required into ~~this~~file ~~form~~reports ~~and~~pursuant ~~will not be contained,~~ to ~~the~~Section ~~best~~13 ~~of the registrant's knowledge, in definitive proxy~~ or ~~information~~15(d) ~~statements incorporated by reference in Part III~~ of ~~this~~the ~~Form~~Exchange ~~10-K or any amendment to this Form 10-K ☐~~Act.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or 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):Yes ☒ No ☐

~~Large~~Indicate by ~~accelerated~~check ~~filer~~mark ☐whether ~~Accelerated~~the ~~filer~~registrant ☐(1) ~~Non-accelerated~~has ~~filer~~filed ☐all ~~Smaller~~reports ~~reporting~~required ~~company~~to ☒be filed by Section 13 or 15(Dod) ~~not~~of ~~check~~the ifExchange aAct during ~~smaller~~the ~~reporting~~past ~~company~~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.

~~Emerging growth company~~ Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of the “large accelerated filer,” “accelerated filer,” “non-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 ☐

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the ~~registrants~~registrant’s most recently completed second fiscal ~~year.~~quarter: The aggregate market value held by non-affiliates as of May 31, ~~2017,~~2018 the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $4151,~~942,846~~530. 475.

~~State~~ Indicate the number of shares outstanding of each of the ~~issuer'~~registrant’s classes of common ~~equity~~stock, as of the latest practicable date: The Registrant had 24,244,876 shares of common stock outstanding as of ~~March~~February 718, ~~2018~~2020.

2TABLE OF CONTENTS

Contents

Contents

PART I
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	4
ITEM 1B.	UNRESOLVED STAFF COMMENTS	8
ITEM 2.	PROPERTIES	8
ITEM 3.	LEGAL PROCEEDINGS	8
ITEM 4.	MINE SAFETY DISCLOSURES	8

PART II
ITEM 5.	MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	9
ITEM 6.	SELECTED FINANCIAL DATA	10
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	13
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	14
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL STATEMENTS	15
ITEM 9A(T).	CONTROLS AND PROCEDURES	15
ITEM 9B.	OTHER INFORMATION	16

PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	17
ITEM 11.	EXECUTIVE COMPENSATION	19
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	20
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	21
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	21
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	22
SIGNATURES		23

PART I
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	5
ITEM 1B.	UNRESOLVED STAFF COMMENTS	9
ITEM 2.	PROPERTIES	9
ITEM 3.	LEGAL PROCEEDINGS	9
ITEM 4.	MINE SAFETY DISCLOSURES	9
PART II
ITEM 5.	MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	9
ITEM 6.	SELECTED FINANCIAL DATA	10
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	14
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	14
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL STATEMENTS	15
ITEM 9A(T).	CONTROLS AND PROCEDURES	15
ITEM 9B.	OTHER INFORMATION	16
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	17
ITEM 11.	EXECUTIVE COMPENSATION	20
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	23
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	25
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	25
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	26
SIGNATURES		27

3FORWARD-LOOKING STATEMENTS

This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements include, among others, those statements including the words “believes,” “anticipates,” “expects,” “intends,” “estimates,” “plans” and words of similar import. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include changes in local, regional, national or global political, economic, business, competitive, market (supply and demand) and regulatory conditions and the following:

●

our status as a company without operations or income,

●

our selection of a prospective target business or asset;

●

our issuance of our capital shares or incurrence of debt to complete a business combination;

●

our ability to have our securities quoted on the OTC Markets or listed on a national exchange following our business combination;

●

our ability to consummate an attractive business combination due to our limited resources;

●

conflicts of interest of our officers and directors;

●

potential current or future affiliations of our officers and directors with competing businesses;

●

our ability to obtain additional financing if necessary;

●

the control by our existing stockholders of a substantial interest in us;

●

our dependence on our key personnel;

●

our and our customers’ business strategies following the consummation of a business combination;

●

obtaining permits and other regulatory risks following the consummation of a business combination;

●

foreign currency fluctuations and overall political risk in foreign jurisdictions where we may operate;

●

operating and capital expenditures by us following the consummation of a business combination;

●

our competitive position following the consummation of a business combination;

●

outcomes of legal proceedings following the consummation of a business combination;

●

compliance with applicable laws.

These risks and others described under “Risk Factors” are not exhaustive.

Given these uncertainties, readers of this Annual Report on Form 10-K (“Annual Report”) and investors are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

All references in this Annual Report to the “Company”, “we,” “us,” or “our,” are to Rorine International Holding Corporation.

PART I

Note regarding forward-looking statements

This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:

• general economic and business conditions, both nationally and in our markets,

• our expectations and estimates concerning future financial performance, financing plans and the impact of competition,

• our ability to implement our growth strategy, • anticipated trends in our business,

• advances in technologies, and

• other risk factors set forth herein.

In addition, in this report, we use words such as "anticipates," "believes," "plans," "expects," "future," "intends," and similar expressions to identify forward-looking statements.

As used in this current report, the terms “we”, “us”, “our” and the “company” refer to Rorine International Holding Corporation.

We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Annual Report on Form 10K. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

ITEM 1. BUSINESS

Corporate History

~~Our~~We were ~~company was~~ incorporated in the State of Nevada on June 7, 2007. ~~From~~under ~~incorporation~~the ~~until~~name ~~2009~~Quadra weProjects ~~were~~Inc. aFrom ~~distributor~~November of2007 anuntil ~~electronic~~April ~~non-invasive~~2009, our ~~acupuncture~~focus ~~pen~~was ason anthe ~~alternative~~distribution toof ~~traditional~~alternative ~~needles~~health ~~used during acupuncture treatments~~products. WeUpon ~~did not generate revenues from sale of the acupuncture pen and, upon~~ further ~~market~~ research, it was determined ~~that~~not ~~pursuing~~to ~~the~~pursue ~~marketing~~such business. ~~and~~In ~~sale~~2012, ofwe ~~this~~formed ~~product~~a ~~was~~wholly-owned ~~not~~Malaysian assubsidiary ~~profitable~~Unwall asTechnologies ~~previously~~Holdings ~~projected. Therefore, all efforts relating~~ to ~~the~~offer ~~distribution~~mobile ~~and~~apps. ~~marketing~~These ofbusiness efforts ~~the~~were ~~acupuncture~~discontinued ~~pen~~in ~~ceased~~2013. ~~In 2009~~ Subsequently, ~~the~~in ~~Company~~2016, ~~entered~~we ~~the~~pursued ~~business~~efforts ofto ~~marketing~~market ~~certain energy conversion~~ and ~~waste~~distribute ~~disposal~~alternate ~~pyrolysis~~medicine packages ~~technology~~related ~~and~~to ~~systems. This~~diabetes ~~business~~to ~~was~~non-traditional ~~discontinued~~markets bywhich ~~March~~we ~~2011~~then abandoned.

~~Previous~~On November ~~Business~~8, 2011 we changed our name to Unwall International, Inc. On July 9, 2015 we changed our name to “3 Shine Technologies Inc.” and on September 14, 2015, we changed our name to Rorine International Holding Corporation.”.

OnMay 2019 ~~October~~Change ~~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 former 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.Control

4In May of 2019, we experienced a change of control from Tsang Chi Man and Yang Xing Liang to Hau – Ran Tsau. The Change of control was effectuated by (i) the sale by Great On Technologies Holding Limited, a Seychelles corporation (“Great On”) controlled by Tsang Chi Man (our former director and executive officer) and Yang Xing Liang of 15,947,668 and 1,236,000 shares of common stock of the Company (the “M&G Common Stock”), respectively, to David Novak as nominee/agent for M&G Asset Management Co., Limited, a Hong Kong entity (“M&G”) which was majority owned and fully controlled by Hau-Ran Tsau, and (ii) the sale by Mr. Liang of 750,000 shares of Class A Preferred Stock of the Company to David Novak as nominee/agent for M&G (the “Class A Preferred” and, together with the shares of M&G Common Stock, the “M&G Shares”). Subsequently, on July 06, 2019, Mr. Hau-Ran Tsau transferred all of the M&G Shares from M&G to MGA Holdings Group, an entity that is wholly owned and controlled by Mr. Hau-Ran Tsau. During the interim period to date, all voting and dispositive control over the M&G Shares was held by Mr. Tsau.

~~Development~~In connection ~~began~~with onthe aforegoing, ~~web~~effective ~~based~~May ~~social~~19, ~~lending~~2019, ~~division.~~our Soprevious ~~far~~sole director, ~~this~~President, ~~business~~Chief ~~has~~Executive ~~not~~Officer ~~proceeded~~and ~~beyond~~Chief Financial ~~initial~~Officer, ~~plans~~Tesheb ~~for~~Casimir, aresigned ~~joint~~from ~~venture~~such positions after appointing Hau-Ran Tsau, and Ta-Wei Liu, as directors and appointing Hau-Ran Tsau as President, Chief Executive Officer and Treasurer and Ta-Wei (David) Liu as a ~~result~~director. In connection with the ~~Company~~change ~~has~~of ~~reverted~~control toand ~~shell~~management, ~~company~~Bruce ~~status~~Michael Smith was appointed Chief Financial Officer and Wen Chin Han was appointed as director on June 4, 2019. On January 13, 2020 David Novak was appointed Executive Vice President and a director.

OnIn connection ~~January~~with ~~15,~~the ~~2016,~~change weof ~~announced~~control adescribed ~~marketing~~above, ~~and~~on ~~distribution~~November ~~agreement~~24, ~~with~~2019, ~~Rich Group concerning~~ the ~~marketing~~prior ofprincipal ~~Eastern~~shareholder ~~alternative~~agreed ~~medical packages related~~ to ~~Type~~forgive IIindebtedness ~~Diabetes~~of ~~outside~~approximately $295,818 ~~China~~owed to ~~non-traditional~~it ~~markets~~for ~~where~~prior ~~permitted~~loans bymade ~~applicable~~to ~~law~~the Company.

On July 9, 2015 we changed our corporate name to “3 Shine Technologies Inc.” and, on September 14, 2015, we again changed our corporate name, this time to our present corporate name, “Rorine International Holding Corporation.” Both of these corporation name changes were accomplished by means of a merger with a wholly owned subsidiary, as permitted by Nevada corporation law.

Current Business

OnThe Company ~~the~~does 12not ~~January~~currently ~~2016,~~have ~~Rorine~~any ~~International~~business ~~Holding~~operations ~~Corporation Inc entered in a marketing~~ and ~~distribution~~is ~~agreement~~actively ~~with~~seeking ~~RICH~~an ~~Group~~acquisition ~~based in South East Asia~~candidate. ~~The~~No ~~agreement~~assurance ~~was~~can ~~negotiated~~be made ~~and~~that ~~announced~~one ~~by Rorine’s Chief Financial Officer Mr Tan Sew. According to Mr Tan this agreement took several months to plan and negotiate and “~~will ~~give~~be ~~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~~found.”

~~The~~Going forward, ~~agreement~~we ~~was~~intend ~~signed~~to ~~between~~seek, ~~Rorine~~investigate ~~International Holding Corporation~~ and, ~~RICH~~if ~~Group~~such ~~who~~investigation 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 Diabeteswarrants, ~~specifically~~engage in ~~China where roughly 10% of the population is susceptible to it. They have~~ a ~~non-invasive~~business ~~treatment program based on the~~ combination ofwith ~~traditional~~a ~~Chinese~~private ~~medicine~~entity whose ~~and~~business ~~modern~~presents ~~hyperthermia,~~an ~~elemental~~opportunity ~~balance~~for ~~therapy,~~our ~~psychotherapy,~~shareholders. ~~resulting~~Our inobjectives ~~complete~~discussed ~~restoration~~below toare ~~normal~~extremely ~~health~~general and ~~diet.~~are ~~They~~not intended ~~currently~~to ~~have~~restrict adiscretion ~~separate~~of ~~marketing~~our ~~and~~Board ~~distribution~~of ~~company~~Directors ~~specifically for~~ (the ~~China~~“Board”) ~~market. This new agreement allows them~~ to ~~move~~search ~~outside~~for ofand ~~China~~enter into ~~new~~potential ~~and~~business opportunities ~~growing~~or ~~markets~~to ~~specifically~~reject ~~targeting~~any ~~western~~such ~~patients~~opportunities.

~~According~~Our officers toand ~~this~~affiliates ~~agreement,~~have ~~Rorine~~had ~~will~~preliminary ~~setup~~negotiations ~~and~~regarding ~~prepare~~the apossibility ~~marketing~~of ~~strategy~~an ~~and~~acquisition ~~platform~~or ascombination ~~well~~between asour company ~~liaise~~and ~~with~~other ~~hospitals~~companies. However, ~~clinics~~we ~~and~~have ~~associations~~not inyet ~~order~~entered tointo ~~bring~~any ~~this~~agreement, ~~unique~~nor ~~product~~do towe ~~markets~~have inany ~~the~~commitment ~~West~~or ~~where~~understanding to ~~Diabetes~~enter isinto ~~also~~or onbecome ~~the~~engaged ~~rise~~in a transaction.

~~The~~We will ~~agreement~~not isrestrict ~~part~~our ofpotential acandidate ~~long~~target ~~term~~companies ~~strategy~~to ~~initiated~~any byspecific ~~the~~business, ~~Board~~industry ofor ~~Directors~~geographical oflocation ~~Rorine~~and, ~~International~~thus, may ~~Holding~~acquire ~~Corporation~~any type of business. Further, ~~faithfully~~we ~~guided~~may byacquire ~~its~~or ~~Chief~~combine ~~Officer~~with Mra ~~Tesheb~~venture ~~Casimir.~~that ~~Part~~is ofin ~~this~~its ~~turn~~preliminary ~~around~~or ~~occurred~~early ~~when~~stages of ~~the~~development, ~~Board~~one ~~decided~~that tois ~~appoint~~already Mrin ~~Tan~~operation ~~Sew~~or asone ~~its~~that ~~CFO~~is in ~~late~~a ~~2015~~more mature stage of its corporate existence. MrAccordingly, business ~~Tan~~opportunities ~~has~~may ~~been~~be ~~involved~~available in ~~new~~many ~~project~~different ~~finance~~industries and ~~development~~at invarious ~~South~~stages ~~East~~of ~~Asia~~development, ~~for~~all of which will make the ~~past~~task 20of ~~years~~comparative investigation and analysis of such business opportunities difficult and complex.

~~We have not been involved in any bankruptcy, receivership or similar proceeding.~~1

We believe that there are numerous firms seeking the perceived benefits of a publicly registered corporation. These benefits are commonly thought to include the following:

●

the ability to use registered securities to acquire assets or businesses;

●

increased visibility in the marketplace;

●

greater ease of borrowing from financial institutions;

●

improved stock trading efficiency;

●

greater shareholder liquidity;

●

greater ease in subsequently raising capital;

●

ability to compensate key employees through stock options and other equity awards;

●

enhanced corporate image; and

●

a presence in the United States capital markets.

We have not conducted market research and are not aware of statistical data to support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.

Target companies potentially interested in a business combination with us may include the following:

●

a company for which a primary purpose of becoming public is the use of its securities for the acquisition of other assets or businesses;

●

a company that is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it;

●

a company that desires to become public with less dilution of its common stock than would occur upon a traditional underwritten public offering;

●

a company that believes that it will be able to obtain investment capital on more favorable terms after it has become public;

●

a foreign company that may wish an initial entry into the United States securities markets;

●

a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified employee stock option plan; or

●

a company seeking one or more of the other mentioned perceived benefits of becoming a public company.

The analysis of new business opportunities will be undertaken by or under the supervision of our executive officers and directors, none of whom is a business analyst. Therefore, it is anticipated that outside consultants or advisors may be utilized to assist us in the search for and analysis of qualified target companies.

A decision to participate or not in a specific business opportunity will be made based upon our analysis of the quality of the prospective business opportunity’s management and personnel, its assets, the anticipated acceptability of products, services or marketing concepts, the merit of a proposed business plan and numerous other factors that are difficult, if not impossible, to analyze using any objective criteria. We have unrestricted flexibility in seeking, analyzing and participating in potential business opportunities.

In our efforts to analyze potential acquisition targets, we will consider the following kinds of factors:

●

potential for growth, indicated by new technology, anticipated market expansion or new products;

●

competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

●

strength and diversity of management, either in place or scheduled for recruitment;

●

capital requirements and anticipated availability of required funds, to be provided by us or from operations, through the sale of additional securities, through bank loans or other commercial borrowing arrangements, through joint ventures or similar arrangements or from other sources;

●

the cost of participation by us as compared to the perceived tangible and intangible values and potentials;

●

the extent to which the business opportunity can be advanced;

●

the accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and

●

other relevant factors.

In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data.

Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, licensing agreement or other arrangement with another entity. We also may acquire stock or assets of an existing business. On the consummation of a transaction it is probable that the present management and shareholders of the company will no longer be in control of the company. In addition, some or all of our officers and directors, as part of the terms of the acquisition transaction, likely will be required to resign and be replaced by one or more new officers and directors without a vote of our shareholders.

It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of a transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on that market.

While the actual terms of a transaction to which we may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition as a “tax-free” reorganization under Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.

With respect to any merger or acquisition, negotiations with target company management are expected to focus on the percentage of our company that the target company shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company’s assets and liabilities, our existing shareholders will in all likelihood hold a substantially lesser percentage ownership interest in our company following any merger or acquisition. The percentage ownership of our existing shareholders may be subject to significant reduction in the event we acquire a target company with substantial assets. Any merger or acquisition effected by us can be expected to have a significant dilutive effect on the percentage of shares held by our shareholders at such time.

We will participate in a business opportunity only after the negotiation and execution of appropriate agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants, and will include miscellaneous other terms.

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in our loss of the related costs incurred.

We do not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination.

Competition

We expect to encounter substantial competition in our efforts to identify and consummate a transaction with a business opportunity. The primary competition will be from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals, all of which may have substantially greater financial and other resources than we do. In view of our limited financial resources and limited management availability, we may be at a competitive disadvantage compared to our competitors.

Employees

As of November 30, 2018, we had no full-time employees and no part-time employees. We presently have no full-time and no part-time employees. We currently outsource all professional services to third parties in an effort to maintain lower operational costs and rely upon our executive officers and consultants to assist us in identifying and investigating acquisition opportunities.

ITEM 1A. RISK FACTORS

~~Any~~THIS ANNUAL ofREPORT ~~the~~CONTAINS ~~following~~CERTAIN ~~risks~~STATEMENTS ~~could~~RELATING ~~materially~~TO ~~adversely~~FUTURE ~~affect~~EVENTS ~~our~~OR ~~business~~THE FUTURE FINANCIAL PERFORMANCE OF OUR COMPANY. YOU ARE CAUTIONED THAT SUCH STATEMENTS ARE ONLY PREDICTIONS AND INVOLVE RISKS AND UNCERTAINTIES, ~~financial~~AND ~~condition~~THAT ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY. IN EVALUATING SUCH STATEMENTS, orYOU ~~operating results~~SHOULD SPECIFICALLY CONSIDER THE VARIOUS FACTORS IDENTIFIED IN THIS ANNUAL REPORT, INCLUDING THE MATTERS SET FORTH BELOW, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS.

~~All~~AN INVESTMENT ~~parties~~IN ~~and~~OUR ~~individuals~~COMMON ~~reviewing~~STOCK ~~this~~INVOLVES ~~Annual~~A ~~Report~~HIGH onDEGREE ~~Form~~OF ~~10K~~RISK. ~~and~~YOU ~~considering~~SHOULD usCAREFULLY asCONSIDER anTHE ~~investment~~FOLLOWING ~~should~~RISK beFACTORS ~~aware~~BEFORE DECIDING ofTO ~~the~~INVEST ~~financial~~IN ~~risk~~OUR ~~involved~~COMPANY. ~~When~~IF ~~deciding~~ANY ~~whether~~OF toTHE ~~invest~~FOLLOWING orRISKS ~~not~~ACTUALLY OCCUR, ~~careful~~OUR ~~review~~BUSINESS, ofFINANCIAL ~~the~~CONDITION, ~~risk~~RESULTS ~~factors~~OF OPERATIONS ~~set~~AND ~~forth~~PROSPECTS ~~herein~~FOR ~~and~~GROWTH ~~consideration~~WOULD ofLIKELY ~~forward-looking statements contained in this registration statement should be adhered to~~SUFFER. ~~Prospective~~AS ~~investors~~A ~~should be aware of the difficulties encountered as we face all the risks including competition~~RESULT, ~~and~~YOU ~~the~~MAY ~~need~~LOSE ~~for~~ALL ~~additional~~OR ~~working~~PART ~~capital.~~OF ~~The~~YOUR ~~likelihood~~INVESTMENT ofIN ~~our~~OUR ~~success must be considered in light of the problems and expenses that are frequently encountered in connection with operations in the competitive environment in which we will be operating~~COMPANY.

***YouRisks Relating ~~should~~to ~~read~~Our ~~the~~Ability ~~following~~to ~~risk~~Find ~~factors~~a ~~carefully~~Business ~~before~~Combination ~~purchasing~~and ~~our~~Current common stock. ***Operations

We are in our early stages of development and may never be able to effectuate our business plan.

We intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. As a company in its early stages of development with limited resources we may not be able to successfully effectuate our business plan. There can be no assurance that we will ever achieve any revenues or profitability. The revenue and income potential of our proposed business and operations is unproven as the lack of operating history makes it difficult to evaluate the future prospects of our business.

We require financing to acquire businesses and implement our business plan. We cannot assure you that we will be successful in obtaining financing or acquiring businesses, or in operating those acquired businesses in a profitable manner.

Our auditors have expressed doubt as to our ability to continue as a going concern.

Our auditors have issued a going concern opinion for our year ended November 30, 2018. This means that there is substantial doubt that we can continue as an on- going business for the next twelve months unless we obtain additional capital to pay our bills. As we had no cash on hand and a working capital deficiency of $299,258 as of November 30, 2018, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. We plan to complete debt financings and/or private placement sales of our common stock in order to raise the funds necessary to pursue our plan of operation and to fund our working capital deficit in order to enable us to pay our accounts payable and accrued liabilities. We currently do not have any arrangements in place for any equity or debt financings and there is no assurance that we will be successful in completing any such financing, or if financial is available that it will be on favorable terms.

We expect losses in the future because we have no revenue.

As we have no current revenue, we are expecting losses over the next 12 months because we do not yet have any revenues to offset the expenses associated with our business plan. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

Our Chief Executive Officer and his affiliate owns the controlling interest in our company and has significant influence over the management and affairs of the Company.

As of March 02, 2020, Hau-Ran Tsau, our President, Chief Executive Officer and Treasurer through his wholly owned entity, MGA, owns 15,465.301 shares of Common Stock, representing approximately 63.78% of the issued and outstanding Common Stock and MGA owns all 750,000 shares of Class A Stock which votes together as a single class with the holders of the Common Stock on a 100:1 basis. Accordingly, they will be able to influence the outcome of all corporate actions requiring approval of our stockholders, including the election of directors and approval of significant corporate transactions, which may result in corporate action with which other stockholders do not agree and which result in corporate decisions that are disadvantageous to other shareholders.

We are authorized to issue up to 2,000,000,000 shares of common stock and we may issue significantly more shares to raise capital, which would result in substantial dilution to your investment in our shares.

Our Articles of Incorporation authorize the issuance of 2,000,000,000 shares of common stock and 100,000,000 shares of preferred stock. This amount may be increased by our Board which can issue shares for such consideration and on such terms and conditions as are established by our board of directors without the approval of any of our shareholders. Any additional financings effected by us may result in the issuance of additional securities without stockholder approval and the substantial dilution in the percentage of common stock held by our then existing stockholders. Moreover, the common stock issued in any such transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our current stockholders. Our Board has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued in connection with a financing, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially and adversely affected.

We do not have any agreement for a business combination or other transaction.

We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. We cannot assure you that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. Management has not identified any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that future funds allocated to the purchase of our shares will not be invested in a company with active business operations.

Future success is highly dependent on the ability of management to locate and attract a suitable acquisition.

The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified target company. While business combinations with entities having established operating histories are preferred, there can be no assurance that we will be successful in locating candidates meeting such criteria. The decision to enter into a business combination will likely be made without detailed feasibility studies, independent analysis, market surveys or similar information which, if we had more funds available to us, would be desirable. In the event we complete a business combination, the success of our operations will be dependent upon management of the target company and numerous other factors beyond our control. We cannot assure you that we will identify a target company and consummate a business combination.

We have not conducted market research to identify business opportunities, which may affect our ability to identify a business to merge with or acquire.

We have neither conducted nor have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.

Management intends to devote only a limited amount of time to seeking a target company, which may adversely impact our ability to identify a suitable acquisition candidate.

While seeking a business combination, our officers and directors have other business activities and anticipate devoting limited time to our affairs which may adversely impact our ability to identify and consummate a successful business combination.

The costs ~~Company~~to ~~likely~~meet ~~will~~our ~~require~~reporting ~~continuing~~and ~~financial~~other ~~support~~requirements ~~from~~as ~~its~~a ~~officers,~~public ~~directors~~company orsubject ~~principal~~to ~~stockholder~~the toSecurities ~~sustain~~Exchange ~~operations,~~Act ~~but~~of ~~such~~1934 ~~support~~are issubstantial and ~~not~~may ~~assured~~result in us having insufficient funds to identify, operate and expand a business.

~~The~~As a ~~Company’s~~public ~~planned~~reporting ~~business~~company, ~~will~~we ~~require~~are ~~significant~~subject ~~cash~~to ~~advances~~the ~~from~~reporting ~~its~~requirements ~~officers~~of the Securities Exchange Act of 1934, ~~directors~~and orwill ~~principal~~incur ongoing ~~stockholder~~and tosignificant ~~pay~~legal, ~~operating~~accounting and other expenses, ~~general~~including ~~and~~costs ~~administrative~~associated with public company reporting requirements. We will continue to incur costs ~~and~~associated with the ~~substantial~~rules ~~fees~~implemented by the SEC and ~~expenses~~any ofother ~~the~~exchange ~~Company~~on ~~being~~which aour ~~public~~common ~~company~~stock may become listed. These ~~advances~~rules and regulations will beincrease ~~booked~~our legal and financial compliance costs and may make some activities more time-consuming and costly and as ~~debt~~a ~~owed~~result, we may not have sufficient funds to ~~the~~identify ~~officers,~~and ~~directors~~grow our operations. These laws and regulations also could make it more difficult or ~~principal~~costly ~~stockholder~~for us to obtain certain types of insurance, including director and officer ~~the~~liability ~~Company~~insurance, and we may ~~issue~~be ~~stock~~forced into ~~payment~~accept ofreduced policy limits and coverage or incur substantially higher costs to obtain the ~~advances~~same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, or as our executive officers.

~~Although making such advances would be in the interest of~~ Since our officers, ~~directors~~ and ~~principal~~directors ~~stockholder,~~work ~~they~~part-time ~~are~~for ~~not~~other ~~required~~business toenterprises, dotheir soother ~~and~~activities ~~have~~may ~~not~~involve ~~funded~~ a ~~credit~~conflict ~~line~~of orinterest with ~~other~~regard ~~facility~~ to ~~ensure~~ the ~~Company’s~~amount ~~access~~of totime ~~capital~~they asdedicate ~~needed~~to our business.

~~The~~Our officers ~~Company~~and ~~will~~directors ~~rely~~are onnot ~~its~~required ~~two~~to ~~directors~~work toexclusively ~~manage~~for ~~the~~us ~~Company~~and do not devote all of their time to our operations. Therefore, ~~and~~it is possible that a conflict of interest with regard to their time may arise based on their work for such other companies. Their ~~Decisions~~other ~~May~~activities ~~Present~~may ~~Potential~~prevent ~~Conflicts~~them offrom ~~Interest~~devoting time to our operations, which could slow our ability to effectuate our business plan.

~~Tesheb~~Any potential ~~Casimir~~acquisition ~~and~~or ~~Tan~~merger ~~Sew~~with ~~Hock~~a ~~are~~foreign ~~our~~company ~~only~~may ~~officers~~subject ~~and~~us ~~directors. All stockholders will have~~ to ~~rely~~additional ~~solely on their judgment as to how best manage the Company and develop and grow the business of Rorine~~ risks.

~~Our~~If we ~~Common~~enter ~~Stock~~into ~~represents~~a anbusiness ~~illiquid~~combination ~~investment~~with a foreign concern, ~~and~~we ~~there~~will ~~are~~be ~~risks~~subject ~~associated~~to ~~with~~risks ~~investing~~inherent in ~~companies~~business ~~trading~~operations onoutside of the ~~over-~~United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-~~counter~~sufficiency and ~~bulletin~~balance ~~board~~of payments positions, and in other respects.

~~Although~~If we ~~the~~fail ~~Company’s~~to ~~common~~develop ~~stock~~and ismaintain ~~quoted~~an oneffective ~~OTCMarkets,~~system ~~for~~of ~~over~~internal 12controls, ~~months~~we ~~trading~~may ~~has~~not ~~been sporadic and low volume. We cannot~~ be ~~certain~~able ~~that a sufficiently active market will develop~~ to ~~allow~~accurately ~~you~~report toour ~~sell~~financial results ~~your~~or ~~shares.~~prevent ~~Accordingly~~fraud, aas ~~purchase of the shares must be considered~~ a ~~long~~result, ~~term~~current ~~investment~~ and ~~only~~potential ~~for~~shareholders ~~investors~~could ~~who~~lose ~~can~~confidence ~~tolerate the loss of their entire investment. In addition to the risks of investing~~ in our ~~stock~~financial reports, ~~there~~which could ~~are~~harm ~~separate~~our ~~risks~~business. ~~associated with investing in and trading the stock of companies through OTCMarkets, including:~~

•Effective internal ~~Absence~~controls ofare ~~listing~~necessary ~~standards~~for us to provide reliable financial reports and effectively prevent fraud. ~~Companies~~Section ~~listed~~404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate and report on ~~NASDAQ~~our orinternal ~~national~~controls ~~stock~~over ~~exchanges~~financial reporting. The process of strengthening our internal controls and complying with Section 404 is expensive and time consuming, and requires significant management attention, especially given that we have not yet undertaken any efforts to ~~maintain~~comply ~~strict~~with ~~standards~~the requirements of ~~corporate~~Section ~~governance~~404. (aWe ~~majority~~cannot be ofcertain ~~independent~~that ~~directors,~~the measures we will undertake will ensure that we will maintain adequate controls over our financial processes and ~~audit~~reporting in the future. Furthermore, ~~compensation~~if we are able to rapidly grow our business, the internal controls that we will need will become more complex, and ~~nominating~~significantly ~~committees~~more ~~comprised~~resources ofwill ~~independent~~be ~~directors)~~required to ensure our internal controls remain effective. Failure to implement required controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we discover a ~~minimum~~material weakness in our internal controls, the disclosure of that fact, even if the weakness is quickly remedied, could diminish investors’ confidence in our consolidated financial statements and harm our stock price. In addition, ~~and~~non-compliance ~~various~~with ~~matters~~Section ~~which~~404 ~~have~~could subject us to bea ~~approved~~variety byof ~~shareholders.~~administrative sanctions, ~~OTCMarkets~~including ~~traded~~the ~~companies~~suspension ~~are~~of ~~not~~trading, ~~subject~~ineligibility for listing on the OTC Markets, one of the national securities exchanges, and the inability of registered broker-dealers to ~~such~~make ~~standards~~a market in our Common Stock, which would have an adverse effect on our stock price.

•Risks Relating ~~Inefficient~~to ~~trading~~Our ~~and~~Common ~~lower~~Stock ~~liquidity. Stockholders of OTCMarkets companies frequently have difficulty in getting buy/sell orders filled promptly, and/or at expected prices.~~Trading

•An active, ~~Lower~~liquid trading ~~volume.~~market ~~Though~~for ~~some~~our ~~OTCMarkets~~common ~~companies~~stock ~~experience~~may ~~occasional~~not ~~periods~~develop ofor ~~heavy~~be ~~trading,~~sustained. ~~many~~If ~~OTCMarkets~~and ~~companies~~when ~~have~~an ~~lower~~active ~~trading~~market ~~volume,~~develops ~~which contributes to~~ the price ~~illiquidity~~ of ~~investing~~our incommon ~~such~~stock ~~companies~~may be volatile.

~~The~~Presently, our ~~OTCMarkets~~common stock is ~~separate~~traded on the OTC pink sheets and ~~distinct~~we ~~from~~are ~~the~~in ~~NASDAQ~~our ~~stock~~early ~~market.~~stages, ~~NASDAQ~~an ~~has~~investment noin ~~business~~our ~~relationship~~company will require a long-term commitment, with ~~issuers~~no certainty of ~~securities~~return. ~~quoted~~Presently onthere is limited trading in our stock and in the ~~OTC~~absence ~~Bulletin~~of ~~Board.~~an ~~The~~active trading ~~SEC’s~~market ~~order~~investors ~~handling~~may ~~rules~~have difficulty buying and selling or obtaining market quotations, ~~which~~market ~~apply~~visibility tofor ~~NASDAQ-listed~~shares ~~securities~~of our common stock may be limited, doand ~~not~~a ~~apply~~lack toof ~~securities~~visibility ~~quoted~~for shares of our common stock may have a depressive effect on ~~OTCMarkets~~ the market price for shares of our common stock.

~~Although~~The lack ~~the NASDAQ stock market has rigorous listing standards to ensure the high quality~~ of ~~its~~an ~~issuers,~~active ~~and can delist issuers for not meeting those standards, OTCMarkets has no listing standards. Rather, it is the~~ market ~~maker~~impairs ~~who~~your ~~chooses~~ability to ~~quote~~sell ayour ~~security~~shares onat the ~~system,~~time ~~files~~you ~~the~~wish ~~application, and is obligated~~ to ~~comply~~sell ~~with~~them ~~keeping~~or ~~information~~at ~~about~~a ~~the~~price ~~issuer~~that inyou ~~its files~~consider reasonable. ~~FINRA~~The ~~cannot~~lack ~~deny~~of an ~~application~~active ~~by a~~ market ~~maker~~may toalso ~~quote~~reduce the ~~stock~~fair market value of ayour ~~company~~shares. ~~Investors~~An ~~may~~inactive ~~have~~market ~~greater~~may ~~difficulty~~also ~~in getting orders filled because~~ impair our ~~stock~~ability trades on OTCMarkets rather than on NASDAQ. Investors’ orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities. Investors must contact a broker-dealer to ~~trade~~raise ~~OTCMarkets~~capital ~~securities. Investors do not have direct access~~ to ~~the~~continue ~~OTCMarkets service and there only has~~ to befund ~~one~~operations ~~market~~by ~~maker~~selling shares.

~~Because~~Trading in ~~OTCMarkets~~ stocks ~~are~~quoted ~~usually~~on ~~not~~the ~~followed~~OTC Markets is often thin and characterized by ~~analysts~~wide fluctuations in trading prices, ~~there~~due to many factors that may behave ~~lower~~little ~~trading~~to ~~volume~~do ~~than~~with ~~for~~our ~~NASDAQ-listed~~ operations or business prospects. The securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies.

~~Because~~These market wefluctuations domay ~~not~~also ~~expect~~materially toand ~~pay~~adversely ~~dividends~~affect ~~for~~the market price of shares of our common stock. Moreover, the ~~foreseeable~~OTC pink ~~future~~sheets is not a stock exchange, ~~investors~~and ~~seeking~~trading ~~cash~~of ~~dividends~~securities ~~should~~is ~~not~~often ~~purchase~~more ~~our~~sporadic ~~common~~than the trading of securities listed on a quotation system like Nasdaq or a national stock exchange like the NYSE. Accordingly, stockholders may have difficulty reselling any of our shares.

~~It is extremely unlikely that the Company will~~ We have ~~positive~~not ~~earnings~~paid inany ~~the future. And it is unlikely that a reverse merger with an operating company will result in earnings sufficient to pay~~ dividends. Itand isdo ~~much~~not ~~more~~foresee ~~likely~~paying ~~that such future earnings would be retained to finance the business. In any event, payment of any future~~ dividends ~~will~~in ~~be at~~ the ~~sole discretion of the~~ future ~~Board of Directors (following a reverse merger), taking into account the merged companies’ revenues, financial condition, operating results, cash needs, growth plans and other factors~~. ~~Accordingly, investors that are seeking cash dividends should not purchase our Common Stock.~~

~~Because~~We intend weto ~~will~~retain beearnings, ~~subject~~if any, to finance the ~~“Penny~~growth ~~Stock”~~and ~~rules~~development ~~once~~of our ~~shares~~business ~~are~~and ~~quoted~~do not intend to pay cash dividends on ~~the~~shares ~~Over-~~of our common stock in the~~-Counter~~ ~~Bulletin~~foreseeable ~~Board~~future. The payment of future cash dividends, if any, will be reviewed periodically by the ~~level~~board of ~~trading~~directors ~~activity~~and will depend upon, among other things, conditions then existing including earnings, financial condition and capital requirements, restrictions in ~~our~~financing ~~stock~~agreements, ~~may~~business beopportunities ~~reduced~~and other factors.

~~Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny~~ Our stock ~~rules~~is ~~adopted by the SEC. Penny stocks generally are equity securities with~~ a ~~price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on Nasdaq). The~~ penny stock. ~~rules~~Trading require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of ~~risks~~our ~~in the penny~~ stock ~~market.~~may ~~The~~be ~~broker-dealer~~restricted ~~also~~by ~~must provide~~ the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealerSEC’s ~~presumed control over the market, and monthly account statements showing the market value of each~~ penny stock ~~held~~regulations inwhich ~~the~~may ~~customer’s~~limit ~~account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make~~ a ~~special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser~~stockholder’s ability ~~written agreement~~ to ~~the~~buy ~~transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules,~~ and ~~investors~~sell in our ~~common~~ stock ~~may find it difficult to sell their shares~~.

~~Risks~~Our stock ~~Related~~is a penny stock. The SEC has adopted Rule 15g-9 which generally defines “penny stock” to ~~Doing~~be ~~Business~~any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in ~~Malaysia~~excess of $5,000,000 or individuals with a net worth in excess of $1,000,000, not including any equity in that person’s or person’s spouse’s primary residence, or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

~~Malaysia~~There are ~~suffers~~restrictions ~~from~~on ~~endemic~~the ~~corruption.~~use of Rule 144 by shell companies or former shell companies

~~Our~~Historically, the ~~discontinued~~SEC ~~Unwall~~staff ~~Technologies~~has ~~business~~taken ~~was~~the ~~focused~~position inthat ~~Malaysia.~~Rule It144 is ~~possible~~not ~~that~~available ~~our~~for ~~healthcare~~the ~~products~~resale ~~marketing~~of ~~business~~securities ~~may~~initially ~~also~~issued ~~target~~by ~~the~~companies that ~~Malaysian~~are, ~~market.~~or ~~There~~previously ~~have~~were, ~~been~~shell ~~numerous~~companies ~~high-profile~~like ~~corruption cases. Allegedly~~us, ~~market-based~~to ~~principles~~their ~~are~~promoters ~~not~~or ~~applied~~affiliates indespite ~~cases~~technical ~~involving~~compliance ~~individuals~~ with ~~high~~the requirements –of ~~level~~Rule ~~political access~~144. ItThe isSEC ~~alleged~~has ~~that~~codified ~~Malaysian~~and ~~business~~expanded ~~executives~~this ~~rank~~position ~~corruption~~in asrecent ~~one~~amendments ofby prohibiting the ~~most~~use ~~problematic~~of ~~factors~~Rule 144 for ~~doing~~resale ~~business~~of insecurities ~~Malaysia. The~~issued ~~government~~by ~~has~~any ~~recognized~~shell ~~the~~companies ~~problem~~(other ~~and~~than ~~promised~~business tocombination ~~curb~~related ~~corruption,~~shell ~~but~~companies) ~~the~~or ~~results~~any ~~have~~issuer that sohas ~~far~~been ~~not~~at ~~met~~any ~~expectations. As~~time previously a ~~United~~shell ~~States~~ company,. ~~the~~The ~~Company~~SEC ishas ~~subject~~provided toan ~~United~~exception ~~States laws making it illegal~~ to ~~pay~~this ~~bribes~~prohibition, ~~to foreign officials~~however, ~~which~~if ~~may make~~ the ~~Company~~following conditions ~~less~~are ~~competitive in winning business in Malaysia in competition with non-United States companies.~~met:

~~Malaysia~~● ~~suffers~~the ~~from~~issuer ~~political~~of ~~favoritism~~the ~~and~~securities that was formerly a ~~judiciary~~shell ~~that~~company ishas ~~allegedly~~ceased ~~not independent.~~to be a shell Company;

It● ~~has~~the ~~been~~issuer ~~alleged~~of ~~that,~~the insecurities ~~public procurement, there~~ is ~~local~~subject ~~favoritism~~to which is fostered by a secretive procurement procedure. There is allegedly also preference for businesses owned by “bumiputera,” which are ethnic Malays and other Malaysian indigenous peoples. Additionally, the ~~judiciary~~reporting isrequirements ~~reportedly not independent and there have been alleged instances~~ of ~~selective~~Section ~~prosecution,~~13 ~~preferential treatment and arbitrarily~~ or ~~politically~~15(d) ~~motivated verdicts. Any~~ of ~~these~~the ~~factors~~Exchange ~~could disfavor an American company, such as Rorine~~Act;

●

the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

●

at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

As a result, our existing stockholders will not be able to sell the shares pursuant to Rule 144 without registration for one year after we have completed our initial business combination assuming we meet the four conditions of a former shell company stated above at such time.

Risks Related to Doing Business in Indonesia.

Our discontinued Unwall Technologies business also focused on Indonesia. It is possible that our planned healthcare products marketing business may also target the Indonesian market. Reported risks of doing business in Indonesia are similar to Malaysia, but allegedly much worse, with the country historically reported to be riddled with endemic corruption. Again, to the extent that these reports are true, the Company could be very seriously disadvantaged as an American company prohibited by law from bribing foreign officials.

Risks Related to Doing Business in China

Certain important certificates, permits, and licenses are subject to PRC governmental control and renewal, and the failure to obtain renewal would adversely impact our business.

It is possible that we will also target the healthcare products marketing business in the Peoples Republic of China (PRC) as well as in Indonesia and Malaysia . Doing business in the PRC is subject to compliance with numerous permits and licenses. Licenses and permits must be complied with and renewed periodically. During the application or renewal process, businesses will be evaluated and re-evaluated by the appropriate governmental authorities and must comply with the prevailing standards and regulations, which may change from time to time. In the event that the company with which were merger is not able to obtain or renew the certificates, permits and licenses, all or part of the combined companies’ PRC operations may be suspended by the government, which would have a material adverse effect on our business and financial condition. Furthermore, if escalating compliance costs associated with governmental standards and regulations restrict or prohibit any part of the operations, it may adversely affect our results of operations and profitability.

Uncertainties with respect to the PRC legal system could limit the legal protections available to you and us.

Any PRC operations generally will be subject to laws and regulations applicable to foreign invested enterprises in China. The PRC legal system is based on written statutes, and prior court decisions may be cited for reference but have limited precedential value. Since 1979, a series of new PRC laws and regulations have significantly enhanced the protections afforded to intellectual property rights and various forms of foreign investments in China. However, since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to you and us. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

Since any future assets of the Company will likely be located outside the United States, it will be extremely difficult to acquire jurisdiction and enforce liabilities against the Company and our officers, directors and assets based in China.

While the Company presently has no assets, a full impairment having been taken upon discontinuation of our Unwall Technologies business, it is possible that our planned healthcare products marketing business will acquire assets. Although the Company is a Nevada corporation, our officers and directors reside outside of the United States and all our assets will likely be located outside the United States. As a result, it may be difficult or impossible to effect service of process within the United States upon the directors or officers, or enforce against any of them court judgments obtained in United States’ courts, including judgments relating to United States federal securities laws. In addition, there is uncertainty as to whether the courts of the PRC or Hong Kong would recognize or enforce judgments of United States’ courts obtained against us predicated upon the civil liability provisions of the securities laws of the United States, or have jurisdiction to hear original actions brought in the United States predicated upon the securities laws of the United States. Furthermore, it would be extremely difficult to access those assets to satisfy an award entered against us in United States courts.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. PROPERTIES

~~Principal~~Our principal ~~Business~~business ~~Office~~office is a shared office located at 3535 Executive Terminal Drive, Suite 110. Henderson, Nevada 89052 which we rent, on a month-to-month basis for $100 per month. The Company believes that this space is adequate for its current needs.

Our principal business office is a shared office services facility located at 7582 Las Vegas Blvd South, Ste 325, Las Vegas, Nevada 89123. Our resident agent office is located at Suite 530, 1980 Festival Plaza Dr., Las Vegas, Nevada 89135.

The Company currently does not have any formal rent agreements on its office premises located in Nevada.

ITEM 3. LEGAL PROCEEDINGS

WeThere are ~~know of~~ no ~~material, existing or~~ pending legal proceedings ~~against~~to ~~our~~which ~~company,~~we ~~nor~~ are ~~we involved as~~ a ~~plaintiff~~party or in which any ~~material~~director, ~~proceeding~~officer or ~~pending~~affiliate ~~litigation.~~of ~~There~~ours, ~~are~~any noowner ~~proceedings~~of record inor ~~which~~beneficially ~~any~~ of ~~our~~more ~~directors,~~than ~~officers~~5% orof ~~affiliates,~~any orclass ~~any~~of ~~registered~~our voting securities, or ~~beneficial~~security ~~stockholder,~~holder is ana party adverse ~~party~~to us or has a material interest adverse to ~~our interest~~us.

ITEM 4. MINE SAFETY DISCLOSURES

~~We do not engage in mining operations and accordingly have no information to disclose concerning mine safety~~Not applicable.

PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET FOR COMMON EQUITY

Market Information

WeOur Common ~~are~~Stock is currently quoted on ~~OTCMarkets~~the OTC Markets under the symbol “RIHC.” .However, ~~The~~there ~~following~~is ~~table~~currently ~~sets~~very ~~forth~~little to ~~the~~no ~~high~~trading market for our Common Stock and ~~low~~there ~~bid~~is ~~price~~no ~~per~~assurance ~~share~~that a regular trading market will ever develop. OTC Markets securities are not listed and traded on the floor of ~~our~~an ~~common~~organized national or regional stock ~~for~~exchange. Instead, OTC Markets securities transactions are conducted through a telephone and computer network connecting dealers. OTC Markets issuers are traditionally smaller companies that do not meet the ~~periods~~financial ~~presented~~and other listing requirements of a regional or national stock exchange.

Quarter Ended	High		Low
February 29, 2016	$	1.20	$	0.60
May 31, 2016	$	1.65	$	0.80
August 31, 2016	$	2.05	$	0.90
November 30, 2016	$	2.30	$	1.25
February 29, 2017	$	2.00	$	2.00
May 31, 2017	$	1.00	$	0.70
August 31, 2017	$	2.00	$	0.70
November 30, 2017	$	2.50	$	0.90

To have our Common Stock listed on any of the public trading markets, including the OTC Markets, we will require a market maker to sponsor our securities. We have not yet engaged any market maker to sponsor our securities, and there is no guarantee that our securities will meet the requirements for quotation or that our securities will be accepted for listing on the OTC Markets. This could prevent us from developing a trading market for our Common Stock.

~~Stockholders~~The following oftable ~~Our~~sets ~~Common~~forth ~~Shares~~the high and low sales prices as reported on the OTC pink sheets. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

As of November 30, 2017, we had 24,244,876 shares of our common stock outstanding out of 2,000,000,000 shares authorized and 750,000 shares of our Series A Preferred Stock outstanding out of 100,000,000 shares authorized. The preferred share amounts were unchanged from November 30, 2016. The common share amount was increased from 23,818,046 shares at November 30, 2016.

Quarter Ended	High		Low
February 29, 2017	$	2.00	$	2.00
May 31, 2017	$	1.00	$	0.70
August 31, 2017	$	2.00	$	0.70
November 30, 2017	$	2.50	$	0.90
February 28, 2018	$	5.00	$	5.00
May 31, 2018	$	6.25	$	6.25
August 31, 2018	$	6,80	$	6,80
November 30, 2019	$	6.80	$	6.80
February 28, 2019	$	2.75	$	2.75
May 31, 2019	$	1.50	$	1.50
August 31, 2019	$	0.35	$	0.35
November 30, 2019	$	1.10	$	1.10

9The last reported sales price of our common stock on the OTC pink sheets on February 18, 2020, the most recent trading date, was $0.8725.

~~Our~~As of ~~common~~March ~~shares~~02, ~~are~~2020, ~~issued~~there inwere ~~registered~~64 ~~form.~~stockholders ~~The~~of ~~registrar~~record ~~and~~of ~~transfer agent for~~ our ~~shares of~~ common stock ~~is Quicksilver Stock Transfer, with an address of 1980 Festival Plaza Dr~~.~~, Ste 530, Las Vegas, NV 89135, Telephone: 702-629-1883, Facsimile: 702-562-9791.~~

Recent Sales of Unregistered Securities

There were no sales of equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company.

Dividend Policy

We have not declared or paid any cash dividends on our common stock or other securities and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deem relevant.

Securities Authorized For Issuance Under Equity Compensation Plans

~~Except~~As of asNovember ~~disclosed~~30, ~~below~~2018, weno dosecurities ~~not~~were ~~have~~issued anunder any equity compensation ~~plan in favor of any director, officer, consultant or employee of our company~~plans.

Stock Option Plan

On September 23, 2009, our Board of Directors adopted a ~~stock option plan (the “~~2009 Stock Option Plan”). ~~The~~No ~~2009~~issuances ~~Stock~~have ~~Option~~been ~~Plan~~made ~~provides~~under ~~for~~ the ~~issuance~~Plan. ofThe upPlan terminated ~~to 13,334 shares to assist us~~ in ~~retaining~~accordance ~~those~~with ~~officers,~~its ~~employees,~~terms ~~consultants~~on orSeptember ~~directors whose services would contribute to our success. As of November 30~~23, ~~2017 there were no options granted~~2019.

Repurchase of Equity Securities by the Issuer and Affiliated Purchasers

~~We did not repurchase any of our shares of common stock or other securities during our fiscal year ended November 30, 2016~~None.

ITEM 6. SELECTED FINANCIAL DATA

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.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Cautionary Notice Regarding Forward Looking~~Our Management’s ~~Statements~~Discussion and Analysis contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. Additional information and risks relating to our forward-looking statements can be found in the introduction to this Report and are incorporated by reference herein.

WeAlthough we ~~desire~~believe tothat ~~take advantage of~~ the ~~“safe~~expectations ~~harbor”~~reflected ~~provisions~~in of the ~~Private Securities Litigation Reform Act of 1995. This filing contains a number of~~ forward-looking statements ~~which~~are ~~reflect management’s current views and expectations with respect to our business~~reasonable, ~~strategies,~~we ~~products,~~cannot guarantee future results ~~and events~~, levels ~~and~~of ~~financial~~activity or performance. ~~All~~You ~~statements~~should ~~made~~not inplace ~~this~~undue ~~filing~~reliance ~~other~~on ~~than~~these statements ~~of historical fact~~, ~~including statements addressing operating performance, events, or developments~~ which ~~management~~speak ~~expects~~only oras ~~anticipates~~of ~~will or may occur in~~ the ~~future,~~date ~~including~~that they ~~statements~~were ~~related~~made. toThese ~~distributor~~cautionary ~~channels, volume growth, revenues, profitability, new products, adequacy of funds from operations,~~ statements ~~expressing~~should ~~general~~be ~~optimism~~considered ~~about~~with ~~future~~any ~~operating~~written ~~results,~~or ~~and~~oral ~~non-historical information, are~~ forward -looking statements. Inthat ~~particular,~~we ~~the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “~~may,” issue ~~variations~~in ofthe ~~such~~future. ~~words,~~Except ~~and~~as ~~similar~~required ~~expressions~~by ~~identify~~applicable ~~forward-looking statements~~law, ~~but~~we ~~are~~do not ~~the~~intend ~~exclusive~~to ~~means~~update any of ~~identifying such statements, and their absence does not mean that~~ the ~~statement is not~~ forward-looking. ~~These forward-looking~~ statements ~~are subject~~ to conform ~~certain~~these ~~risks~~statements ~~and~~to ~~uncertainties, including those discussed below. Our~~ actual results, ~~performance~~later events or ~~achievements~~circumstances ~~could differ materially from historical results as well as those expressed in, anticipated,~~ or ~~implied by these forward-looking statements. We do not undertake any obligation~~ to ~~revise these forward-looking statements to~~ reflect ~~any~~the ~~future~~occurrence ~~events~~of orunanticipated ~~circumstances~~events.

The management’s discussion and analysis of our financial condition and results of operations are based upon our audited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, the audited financial statements and related notes elsewhere in this Annual Report on Form 10-K.

Plan of Operations

Going forward, we intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. No specific assets or businesses have been definitively identified and there is no certainty that any such assets or business will be identified, or any transactions will be consummated.

We do not expect to generate any revenues over the next 12 months, unless we are able to enter into a business combination with an operating company. Our principal business objective for the next 12 months will be to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders.

During the next 12 months we anticipate incurring costs related to filing of Exchange Act reports and will need funds of approximately $100,000 to cover ongoing general and administrative expenses and professional fees incurred to operate as a public company. We will need additional funds in order to effectuate our business plan relating to consummating an acquisition or business combination. There can be no assurance that additional capital will be available to us at all or on acceptable terms or that actual cash requirements will not exceed our estimates. We may have to issue debt or equity or enter into strategic arrangements with a third party. We currently have no agreements, arrangements or understandings to obtain funds through bank loans, lines of credit or any other sources.

Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements.Going Concern

~~Factors~~Our auditors ~~which~~have ~~could~~issued ~~cause~~a orgoing ~~contribute~~concern toopinion ~~such~~for ~~differences~~the ~~include,~~fiscal ~~but~~years ~~are~~ended ~~not~~November ~~limited~~30, to2017 and November 30, 2018. As we had no cash on hand and a working capital deficiency in the ~~risks~~amount of $299,258 and an accumulated deficit of $7,970,527 as of November 30, 2018, we do not have sufficient working capital to beenable ~~discussed~~us into carry out our ~~next~~stated ~~Annual~~plan ~~Report~~of onoperation ~~Form~~for ~~10-K~~the next twelve months and inthere is substantial doubt that the ~~press~~Company ~~releases~~can ~~and~~continue ~~other~~as ~~communications~~an toon-going ~~shareholders~~business ~~issued~~for bythe usnext ~~from~~twelve ~~time~~months tounless we ~~time~~obtain ~~which~~additional ~~attempt~~capital. We plan to ~~advise~~finance ~~interested~~our ~~parties~~operations ofthrough the ~~risks~~sale of debt and/or ~~factors~~equity ~~which~~and ~~may~~to ~~affect~~fund our ~~business~~working capital deficit in order to enable us to pay our accounts payable and accrued liabilities. We ~~undertake~~currently nodo ~~obligation~~not tohave ~~publicly~~any ~~update~~arrangements in orplace ~~revise~~for any ~~forward-looking~~such ~~statements,~~financings ~~whether~~and asthere ais ~~result~~no ofassurance ~~new~~that ~~information,~~we ~~future events,~~will be successful in completing any debt or ~~otherwise~~equity financing.

~~The~~Results of following discussion should be read in conjunction with our financial statements and the related notes included herein. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this report, particularly in the section entitled “Risk Factors”.Operations

~~Our~~For the ~~financial~~years ~~statements~~ended ~~are~~November ~~stated~~30, in2018 ~~United States Dollars~~ and ~~are~~November ~~prepared~~30, ~~in accordance with United States Generally Accepted Accounting Principles.~~2017:

~~OVERVIEW.~~Revenue

~~Critical Accounting Estimates~~We have not generated any revenue in the fiscal years ended November 30, 2018 and 2017.

Operating Expenses

We had total operating expenses of $22,518 for the year ended November 30, 2018 as compared to total operating expenses of $43,739 for the year ended November 30, 2017. Operating expenses were comprised of $20,518 in professional fees in the year ended November 30, 2018 compared to $41,094 in the year ended November 30, 2017. The decrease was a result of SEC filings not being prepared for the last two quarters of the fiscal year ended November 30, 2018. Such professional fees were for SEC reporting and corporate governance compliance and are currently expected to be limited to such fees until a business target is identified and acquired.

Net Loss

Net loss was $20,518 for the year ended November 30, 2018 compared to a net loss of $43,738 for the year ended November 30, 2017.

Statement of Cash Flows

Operating Activities

Net cash used by operating activities was $20,623 in fiscal 2018 and $43,443 in fiscal 2017. The decrease was a result of SEC filings not being prepared for the last two quarters of the fiscal year ended November 30, 2018.

Investing Activities

For the fiscal years ended in 2018 and 2017, we had no investing activities.

Financing Activities:

Cash flows from financing activities were $20,623 for the fiscal year ended November 30, 2018 compared to $43,443 for the fiscal year ended November 30, 2017. The decrease was a result of SEC filings not being prepared for the last two quarters of the fiscal year ended November 30, 2018. The financing was provided by an increase in a shareholder loan.

Liquidity and Capital Resources

As of November 30, 2018, and November 30, 2019 we had no cash on hand. We do not currently have sufficient resources to accomplish our business plan of acquiring a target business and will require substantial additional funds for operations, and to fund our business objectives. We will have to continue to raise capital through on equity and debt financing or other external sources of capital. There can be no assurance that financing, whether debt or equity, or other sources will be available to us in the amount required at any particular time or for any particular period or, if available, that it can be obtained on terms favorable to us.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The application of GAAP involves the exercise of varying degrees of judgment. The resulting accounting estimates will not always precisely equal the related actual results. Management considers an accounting estimate to be critical if:

assumptions are required to be made; and

changes in estimates could have a material effect on our financial statements.

We have determined that none of the estimates meet those criteria of a significant estimate.

~~Cash~~Recent ~~Requirements~~Accounting Pronouncements

~~Over~~In July 2015, the ~~next~~Financial ~~twelve~~Accounting Standards ~~months~~Board we(FASB) ~~intend~~issued Accounting Standards Update (ASU) 2015-11, “Simplifying the Measurement of Inventory,” Topic 330, “Inventory” (ASU 2015-11). The amendments in ASU 2015-11, which apply to ~~use~~inventory that is measured using any ~~funds~~method other than the last-in, first-out (LIFO) or retail inventory method, require that weentities ~~may~~measure inventory at the lower of cost and net realizable value. The amendments in ASU 2015-11 should be applied on a prospective basis. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016 and interim periods within those years. The Company adopted the amendments of ASU 2015-11 effective October 1, 2017. The adoption of this standard did not have ~~available~~a tomaterial ~~fund~~impact ~~our~~on ~~operations~~the Company’s consolidated financial statements for the year ended November 30, 2018.

~~Not~~In ~~accounting~~March ~~for~~2016, ~~our~~the ~~working~~FASB ~~capital~~issued ~~deficiency~~ASU ~~of $(278~~2016-09,~~740)~~ “Improvements asto ofEmployee ~~November~~Share-Based ~~30,~~Payment ~~2017~~Accounting,” weTopic ~~require~~718, ~~additional~~“Compensation-Stock ~~funds~~Compensation” (ASU of2016-09). ~~approximately~~ASU ~~$200,000~~2016-09 toincludes ~~cover~~provisions ~~ongoing~~intended ~~general~~to ~~and~~simplify ~~administrative~~various ~~expenses~~aspects asrelated ato ~~public~~how ~~company~~share-based aspayments ~~well~~are asaccounted for ~~minimal~~and ~~initial~~presented ~~expenses~~in ~~for~~the ~~our~~Company’s ~~planned~~financial ~~healthcare~~statements, ~~products~~including ~~marketing~~income ~~business.~~tax Weconsequences, doforfeitures ~~not~~and ~~have~~classification on the ~~funds~~statement ~~necessary~~of tocash ~~cover~~flows. ~~our~~Under ~~projected~~previous ~~operating~~guidance, ~~expenses~~excess ~~for~~tax ~~the~~benefits ~~next~~and ~~twelve~~deficiencies ~~month~~from ~~period,~~share-based wecompensation ~~will~~arrangements were berecorded ~~required~~in toequity ~~raise~~when ~~additional~~the ~~funds~~awards ~~through~~vested ~~the~~or ~~issuance~~were ofsettled. ~~equity~~ASU ~~securities,~~2016-09 ~~through~~requires ~~loans~~prospective orrecognition ~~through~~of ~~debt~~excess ~~financing.~~tax ~~There~~benefits and ~~can~~deficiencies bein noincome ~~assurance~~tax ~~that~~expense, werather ~~will~~than bepaid-in-capital. ~~successful~~The inCompany ~~raising~~adopted the ~~required~~amendments ~~capital~~of orASU ~~that~~2016-09 ~~actual~~effective October ~~cash~~1, ~~requirements~~2017.The ~~will~~adoption ~~not~~of ~~exceed~~this ~~our~~standard ~~estimates.~~did Wenot ~~intend~~have toa ~~fulfill~~material ~~any~~impact ~~additional~~on ~~cash~~the ~~requirement~~Company’s ~~through~~consolidated ~~private~~statements ~~placement~~ of income ~~debt~~for orthe ~~equity~~year toended ~~our~~November ~~existing~~30, ~~shareholders~~2018.

11In addition, under ASU 2016-09, excess tax income tax benefits from share-based compensation arrangements are classified as cash flow from operations, rather than as cash flow from financing activities. For the year ended November 30, 2018, there were no excess income tax benefits.

~~Our~~The ~~auditors~~Company ~~have~~has ~~issued~~elected ato ~~going concern opinion for our year ended November 30, 2017. This means that there is substantial doubt that we can~~ continue asto estimate ~~an on- going business for~~ the ~~next~~number ~~twelve~~of ~~months~~share-based ~~unless~~awards weexpected ~~obtain additional capital~~ to ~~pay our bills. As we had no cash on hand and a working capital deficiency in the amount of $(278~~vest,~~740)~~ as ofpermitted ~~November~~by ~~30,~~ASU ~~2017~~2016-09, werather dothan ~~not~~electing ~~have sufficient working capital~~ to ~~enable~~account ~~us to carry out our stated plan of operation~~ for ~~the~~forfeitures as ~~next~~they ~~twelve months~~occur. We plan to complete debt financings and/or private placement sales of our common stock in order to raise the funds necessary to pursue our plan of operation and to fund our working capital deficit in order to enable us to pay our accounts payable and accrued liabilities. We currently do not have any arrangements in place for the completion of any debt financings or private placement financings and there is no assurance that we will be successful in completing any debt financing or private placement financing.

~~Purchase~~ASU 2016-09 requires excess tax benefits and deficiencies to be prospectively excluded from assumed future proceeds in the calculation of ~~Significant~~diluted ~~Equipment~~shares, resulting in an immaterial decrease in diluted weighted average shares outstanding for the year ended November 30, 2018.

WeIn doJanuary 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” Topic 350, “Intangibles – Goodwill and Other” (ASU 2017-04). The amendments in ASU 2017-04 simplify the accounting for goodwill impairment for all entities by requiring impairment charges to be based on the first step in the current two-step impairment test. An impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value should be recognized; however, the loss recognized should not ~~intend~~exceed the total amount of goodwill allocated to ~~purchase~~that ~~any~~reporting ~~significant~~unit. ~~equipment~~The ~~over~~amendments should be applied on a prospective basis. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017, and the ~~twelve~~ASU ~~months~~is effective for the Company’s first quarter of the fiscal year ending ~~November~~September 30, ~~2017~~2020. The Company is currently evaluating the impact that the adoption of these provisions will have on its consolidated financial statements.

~~Research~~In February 2016, the FASB issued ASU 2016-02, “Leases,” Topic 842, “Leases” (ASU 2016-02). ASU No. 2016-02 requires lessees to recognize a right-of-use asset and ~~Development~~corresponding lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. ASU 2016-02 also requires certain quantitative and qualitative disclosures. The provisions of ASU 2016-02 are effective for the Company’s first quarter of the fiscal year ending September 30, 2020, with early adoption permitted. The Company will apply the transition provisions of ASU 2016-02 at its adoption date, rather than the earliest comparative period presented in the financial statements, as permitted by ASU 2018-11, “Leases,” Topic 842, “Targeted Improvements,” released in July 2018.

We do not intend to allocate any funds to research and development over the twelve months ending November 30, 2017.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

The following is an analysis of our revenues and gross profit, details and analysis of components of expenses, and variances from November 30, 2016 to November 30, 2017.

	Year Ended November 30
	2017			2016
Revenue	$	-		$	-
Consulting fees		-			853,660
Selling and Administrative Expenses		43,378			37,770
Operating loss		(43,738	)		(36,770	)
Net (loss)	$	(43,738	)	$	(890,430	)

Other income

Expenses

Our expenses for the fiscal year ended November 30, 2017 and 2016 are as follows:

	November 30
	2017		2016
Consultation Fees	$	-	$	853,660
Office / General Administrative
Professional Fees		41,094		33,095
Other		2,644		3,675
	$	43,739	$	890,430

Consulting Fees On August 31, 2016 the Company issued 426,830 shares of common stock to a consultant. valued at $853,660 ($2.00 per share).

For the year ended November 30, 2017, our total operating expenses from continuing operations were $43,738 as compared to $890,430 for the year ended November 30, 2016. Operating expenses are expected to remain stable until our healthcare products marketing business is launched.

~~Professional~~The ~~Fees~~adoption of ASU 2016-02 may result in a material increase to the Company’s consolidated balance sheets for lease liabilities and right-of-use assets. The Company is also performing a comprehensive review of its current processes to determine and implement changes required to support the adoption of this standard. The Company is currently evaluating the other effects the adoption of ASU 2016-02 will have on its consolidated financial statements, once the Company becomes an operating Company in Fiscal Year Ended November 30, 2020.

WeIn ~~incurred~~January a2018, ~~total~~the ofFASB ~~$41~~issued ASU 2018-01,~~094~~ “Leases,” inTopic ~~professional~~842, ~~fees~~“Land inEasement ~~the~~Practical ~~year~~Expedient ~~ended~~for ~~November~~Transition ~~30,~~to ~~2017~~Topic ~~compared~~842” (ASU 2018-01). ASU 2018-01 permits an entity to ~~$33,095~~elect ina ~~the~~transition ~~year~~practical ~~ended~~expedient ~~November~~to 30not assess, ~~2016.~~under ~~Professional~~Accounting ~~fees~~Standards ~~are~~Codification ~~expected~~(ASC) 842, toland ~~remain~~easements ~~stable~~that ~~until~~exist ~~our~~or ~~planned~~expired ~~healthcare~~before ~~products~~the ~~marketing~~standard’s ~~business~~effective isdate ~~launched~~that were not previously accounted for as leases under ASC 840. The Company plans to elect this practical expedient in implementing ASU 2016-02.

~~Liquidity~~In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” Topic 606, “Revenue from Contracts with Customers” (ASU 2014-09). ASU 2014-09 provides guidance for revenue recognition and ~~Capital~~will ~~Resource~~replace most existing revenue recognition guidance in GAAP when it becomes effective. ASU 2014-09’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled for the transfer of those goods or services. ASU 2014-09 permits the use of either the retrospective or cumulative effect transition method. Additionally, the amendments in this ASU provide a practical expedient for entities to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less, The Company plans to elect this practical expedient upon adoption.

~~Cash~~In ~~Flows~~July 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers – Deferral of the Effective Date.” The FASB approved the deferral of ASU 2014-09, by extending the new revenue recognition standard’s mandatory effective date by one year and permitting public companies to apply the new revenue standard to annual reporting periods beginning after December 15, 2017. The guidance in ASU 2014-09 will be effective for the Company in the first quarter of the fiscal year ending November 30, 2019. The Company is currently evaluating the other effects the adoption of ASU 2015-14 will have on its consolidated financial statements, once the Company becomes an operating Company in Fiscal Year Ended November 30, 2020.

	At			At
	November 30,			November 30,
	2017			2016
Net Cash Consumed by Operating Activities	$	(43,443	)	$	(35,670	)
Net Cash Consumed by Investing Activities	$	-		$	-
Net Cash Provided by Financing Activities	$	43,443		$	35,670
Net Cash Provided (Consumed)		-			-

Further to ASU 2014-09 and ASU 2015-14, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers,” Topic 606, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” (ASU 2016-08) in March 2016, ASU 2016-12, “Revenue from Contracts with Customers,” Topic 606, “Narrow-Scope Improvements and Practical Expedients” (ASU 2016-12) in May 2016 and ASU 2016-20, “Revenue from Contracts with Customers,” Topic 606, “Technical Corrections and Improvements” (ASU 2016-20) in December 2016. The amendments in ASU 2016-08 clarify the implementation guidance on principal versus agent considerations, including indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. ASU 2016-12 addresses narrow-scope improvements to the guidance on collectability, non-cash consideration, and completed contracts at transition. Additionally, the amendments in this ASU provide a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. The Company plans to make such election. The Company also plans to elect the practical expedient in ASU 2016-20 that provides entities do not need to disclose the transaction price allocated to performance obligations when the related contracts have a duration of one year or less. This includes loyalty rewards, which can be redeemed in the month subsequent to the quarter earned, and marketing promotions that cross accounting periods. Both of these classes of transactions are currently immaterial to the Company. The effective date and transition requirements for ASU 2016-08, ASU 2016-12 and ASU 2016-20 are the same as for ASU 2014-09.

~~Sources~~ The Company does not plan to early adopt the new revenue recognition guidance; adoption will be on the modified retrospective basis beginning in fiscal year 2019. The Company has substantially concluded its assessment of ~~Capital:~~the impact of the adoption of this standard on its consolidated financial statements. Most of the Company’s revenue is expected to continue to be generated from point-of-sale transactions, which ASU 2014-09 treats generally consistent with current accounting standards. The Company does not expect this standard will have a material impact on the accounting for point-of-sale transactions or related areas including the right of return and customer incentives. Although the impact on the consolidated financial statements is not expected to be material, additional disclosures will be required.

WeIn ~~expect~~June to2018, ~~obtain~~the ~~financing~~FASB ~~through~~issued ~~shareholder~~ASU ~~loans.~~2018-07, “Compensation-Stock ~~Shareholder~~Compensation,” ~~loans~~Topic ~~will~~718, be“Improvements ~~without~~to ~~stated~~Nonemployee ~~terms~~Share-Based ofPayment ~~repayment~~Accounting” (ASU or2018-07) ~~interest.~~as Wepart ~~will~~of ~~not~~its ~~consider~~Simplification ~~taking~~Initiative onto ~~any~~reduce ~~long-term~~complexity orwhen ~~short~~accounting for share-~~term~~based ~~debt~~payments ~~from~~to ~~financial~~non-employees. ASU ~~institutions~~2018-07 inexpands the ~~immediate~~scope ~~future.~~of ~~Shareholders~~Topic ~~loans~~718 ~~may~~to bemore ~~granted~~closely align share-based payment transactions for acquiring goods and services from ~~time~~non-employees towith ~~time~~the asaccounting ~~required~~for toshare-based ~~meet~~payments ~~current~~to ~~working~~employees, ~~capital~~with ~~needs~~certain exceptions. WeThe ~~have~~provisions noof ~~formal~~ASU ~~agreement~~2018-07 are ~~that~~effective ~~ensures~~for ~~that~~the weCompany’s ~~will~~first ~~receive~~quarter ~~such~~of ~~loans.~~the Wefiscal ~~may~~year ~~exhaust~~ending ~~this~~November ~~source~~30, of2020, ~~funding~~with atearly ~~any~~adoption ~~time~~permitted.

Cash Flows

Operating Activities:

Net cash consumed by operating activities was $43,443 in 2017 and $35,670 in 2016.

Year ended November 30, 2017

Our cash needs remained stable during the year ended November 30, 2017 given the delays in commencing our previously planned social lending business, reflecting basically the ongoing level of cash that management expects is necessary to maintain us as a public company.

Investing and Financing Activities:

For the fiscal years ended in 2017 and 2016, we had no investing activities.

Our cash flows from financing activities were $43,443 for the fiscal year ended November 30, 2017 compared to $35,670 for the fiscal year ended November 30, 2016, which was provided by shareholder loans to fund our working capital needs. Additional capital is required in order to fund our working capital needs and we may receive additional financing through shareholder loans although we have no formal commitments from any shareholders at this time. We will not be considering taking on any long-term or short-term debt from financial institutions in the immediate future. Shareholder and officer 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

The Company has experienced losses since its inception and does not presently have sufficient resources to accomplish its objectives during the next twelve months. These factors raise substantial doubt about the ability of the Company to continue as a going concern.

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock or from loans by our directors, officers or shareholders. 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 formal arrangements in place for any future debt or equity financing.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company”, we are not required to provide the information required by this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

November 30, 2017 and 2016

	Page

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Cash Flows	F-4
Consolidated Statements of Changes in Stockholders’ Equity	F-5
Notes to Consolidated Financial Statements	F-6

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Rorine International Holding Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Rorine International Holding Corporation ~~(the "Company")~~ as of November 30, ~~2017~~2018 and ~~2016~~2017, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, ~~2017~~2018 and ~~2016~~2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 34 to the financial statements, the Company’s ~~has~~significant ~~suffered~~operating ~~recurring~~ losses ~~from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors~~ raise substantial doubt about ~~the~~its ~~Company's~~ ability to continue as a going concern. ~~Management's plans in regard to these matters are also described in Note 3.~~ The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/S BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company's auditor since 2016.

Lakewood, CO

March 1523, ~~2018~~2020

F-1

RORINE INTERNATIONAL HOLDING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(AUDITED)

	November 30,			November 30,
	2017			2016
	2018			2017
ASSETS
Current Assets:
Cash		-			-
Total current assets		-			-
Total Assets		-			-
LIABILITIES AND SHAREHOLDERS' DEFICIT
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable		5,~~300~~195			5,~~005~~300
Due to shareholder		~~273~~294,~~440~~063			~~229~~273,~~997~~440
Total liabilities		~~278~~299,~~740~~258			~~235~~278,~~002~~740
Shareholders’ Deficit:
Preferred stock - Class A – authorized, 100,000,000
Preferred stock - Class A – authorized, 100,000,000 shares of $.001 par value; issued and outstanding, 750,000		750			750
shares of $.001 par value; issued and outstanding,
Common stock – authorized, 2,000,000,000 shares of $.001 par value; issued and outstanding, 24,244,876, respectively		24,245			24,245
750,000		750			750
Common stock – authorized, 100,000,000
shares of $.001 par value; issued and outstanding,
24,244,876		24,245			24,245
Capital in excess of par value		7,646,274			7,646,274
Accumulated deficit		(7,~~950~~970,~~009~~527	)		(7,~~906~~950,~~271~~009	)
Total shareholders deficit		(~~278~~299,~~740~~258	)		(~~235~~278,~~002~~740	)
Total Liabilities and Shareholders’ Deficit		-			-

These accompanying notes are an integral part of these financial statements

F-2

RORINE INTERNATIONAL HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED ~~NOVEMBER~~ NOVEMEBER 30, ~~2017~~2018 AND ~~2016~~ 2017

(AUDITED)

	For the Years Ended November
	2018			2017
Expenses:
Selling and Administrative Expenses	$	20,518		$	43,738
Operating loss		(20,518	)		(43,738	)

Total loss from operations		(20,518	)		(43,738	)

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

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

	For the Years Ended November 30,
	2017			2016
Expenses:
Selling and Administrative Expenses	$	43,738		$	36,770
Consultin fees		-			853,660
Operating loss		(43,738	)		(890,430	)
Total loss from operations		(43,738	)		(890,430	)
Loss Per Share -
Basic and Diluted	$	(0.00	)	$	(0.04	)
Weighted average number of common shares outstanding		24,244,876			24,130,275

These accompanying notes are an integral part of these financial statements

F-3

RORINE INTERNATIONAL HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED NOVEMBER 30,. ~~2017~~2018 ~~AND 2016~~& 2017

(~~AUDITED~~UNAUDITED)

	For the Years Ended November 30,
	For the Years Ended November
	2016			2015
	2018			2017
CASH FLOWS FROM OPERATIONS:
Net loss	$	(4320,~~738~~518	)	$	(~~890~~43,~~430~~738	)
Adjustments required to reconcile net loss to net cash
Adjustments required to reconcile net loss to net cash consumed by operating activities:
consumed by operating activities:
Stock based compensation		-			853,660
Changes in assets and liabilities:
Increase in accounts payable		~~295~~(105	)		~~1,100~~295
Net Cash Consumed by Operating Activities:		(4320,~~443~~623	)		(3543,~~670~~443	)
		.
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shareholder loans		4320,~~443~~623			3543,~~670~~443
Net Cash Provided by Financing Activities:		4320,~~443~~623			3543,~~670~~443
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.

F-4

RORINE INTERNATIONAL HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT

FOR THE YEARS ENDED NOVEMBER 30, ~~2017~~2018 AND ~~2016~~2017

									Capital in
	Common Stock				Preferred Stock				Excess of		Accumulated
	Shares		Amount		Shares		Amount		Par Value		Deficit			Total
Balance November 30, 2015		23,818,046		23,818		750,000		750		6,793,041		(7,015,841	)		(198,232	)
Common stock issued for services		426,830		427		-		-		853,233		-			853,660
Net loss for period		-		-		-		-		-		(890,430	)		(890,430	)
Balance November 30, 2016		24,244,876		24,245		750,000		750		7,646,274		(7,906,271	)		(235,002	)
Net loss for period												(43,738	)		(43,738	)
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 period												(20,518	)		(20,518	)
Balance November 30, 2018		24,244,876		24,245		750,000		750		7,646,274		(7,970,527	)		(299,258	)

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

F-5

1. BASIS OF PRESENTATION

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.”

OnEffective as ~~September~~of 14October 7, 2015, the Company completed a ~~merger~~name ~~with~~change to Rorine International Holding Corporation (Rorine), as a ~~wholly~~result ~~owned subsidiary incorporated in the State~~ of ~~Nevada. This resulted in~~ a ~~corporate~~merger ~~name~~with ~~change~~its ofwholly ~~the~~owned ~~Company~~subsidiary toformed ~~“Rorine~~for ~~International~~such ~~Holding Corporation~~purpose.~~” 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 was also 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~~Selling ~~12, 2016,~~general ~~Rorine International Holding Corporation successfully entered in a marketing~~ and ~~distribution~~administrative ~~agreement~~expenses consist ~~with~~mainly 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~~professional ~~to non-traditional markets such as in the West~~fees.”

~~The~~On January 12, 2016, ~~agreement was signed between~~ Rorine International Holding Corporation ~~and~~entered ~~RICH~~in ~~Group~~a ~~who~~marketing ~~had~~and ~~previously~~distribution ~~acquired~~agreement ~~Guangzhou~~with ~~Huanai~~RICH ~~Nutrition~~Group ~~and~~based in ~~Health~~Southeast ~~Information Co~~Asia. ~~Ltd~~The ~~and~~agreement ~~Guangzhou~~was ~~Tongde~~negotiated ~~Hospital. One~~and ofannounced ~~RICH~~by ~~Group~~Rorine’s ~~diversified~~Chief ~~investment~~Financial ~~holdings~~Officer ~~has~~Mr. ~~been~~Tan inSew. ~~alternative~~This ~~medicine~~agreement was &to ~~treatment~~provide ~~for~~the ~~Type~~Company IIwith ~~Diabetes,~~an ~~specifically~~opportunity into ~~China~~market ~~where~~Eastern ~~roughly~~alternative ~~10%~~medical ofpackages ~~the~~related ~~population~~to isType ~~susceptible~~II toDiabetes ~~it.~~outside of ~~They~~China ~~have~~to a non-~~invasive~~traditional ~~treatment~~markets ~~program~~such ~~based~~as onin the ~~combination~~West. ofUnder ~~traditional~~this ~~Chinese~~agreement, ~~medicine~~Rorine ~~and~~was ~~modern~~prepare ~~hyperthermia,~~a ~~elemental~~marketing ~~balance~~strategy ~~therapy,~~and ~~psychotherapy,~~platform as ~~resulting~~well inas ~~complete~~liaise ~~restoration~~with tohospitals, ~~normal~~clinics ~~health~~ and ~~diet.~~associations ~~They~~in ~~currently~~order ~~have~~to abring ~~separate~~this ~~marketing~~unique ~~and~~product ~~distribution~~to ~~company~~markets ~~specifically~~in ~~for~~ the ~~China market~~West. ~~This~~Based on ~~new~~information ~~agreement~~provided ~~allows~~by ~~them~~previous tomanagement, ~~move~~this ~~outside~~agreement ofhas ~~China~~since ~~into~~expired ~~new~~by ~~and~~its ~~growing markets specifically targeting western patients~~terms.

~~According~~Effective as toof ~~this~~March ~~agreement~~14, ~~Rorine~~2016, ~~will~~an ~~setup~~Amendment ~~and~~to ~~prepare~~the aCompany’s ~~marketing~~Articles ~~strategy~~of ~~and~~Incorporation ~~platform~~was asfiled ~~well~~with asthe ~~liaise~~Nevada ~~with~~Secretary ~~hospitals~~of State which increased the Company’s authorized shares of common stock from 100,000,000 ~~clinics~~shares, ~~and~~par ~~associations~~value in$0.001 ~~order~~per share, to ~~bring~~2,000,000,000 ~~this~~shares, ~~unique~~par ~~product~~value to$0.001 ~~markets~~per inshare. The number of authorized preferred stock was not changed. The amendment was approved by owners of 66.96% of the ~~West,~~Company’s ~~where~~common ~~Diabetes~~stock isand ~~also~~by onthe owner of 100% of the Company’s ~~rise~~preferred stock.

~~The~~Accounts payable ~~agreement~~consist ~~is part~~ of avendor ~~long~~payables ~~term~~at ~~strategy~~November ~~initiated by the Board of Directors of Rorine International Holding Corporation~~30, ~~faithfully~~2018 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~~2017.

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 December 31, 2017 and 2016.

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.

F-6

32. SUMMARY ~~GOING~~OF ~~CONCERN~~SIGNIFICANT ACCOUNTING POLICIES

~~The~~Revenue 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 ($278,740), an accumulated deficit of $7,950,009, 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.Recognition

The Company recognizes revenue in accordance with ASC subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

ASC 605-10 incorporates ASC subtopic 605-25, Multiple-Element Arrangements (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing 605-25 on the Company's financial position and results of operations was not significant because of its non-operating status.

Cost of Sales

The cost of sales consists of the cost of material, labor, equipment depreciation and other direct and indirect costs associated with the cost of revenues.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, fair values relating to derivative liabilities and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

Cash and Cash Equivalents

For purposes of the statements of cash flows, cash and cash equivalents include cash on hand and demand deposits held by banks.

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit. At November 30, 2018, and November 30, 2017, the Company did not have operating bank accounts during fiscal years then ended.

Property and Equipment

Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 5 years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings.

Goodwill

The Company accounts for and reports acquired goodwill and other intangible assets under ASC subtopic 350-10, Intangibles, Goodwill and Other (“ASC 350-10”). In accordance with ASC 350-10, the Company tests its intangible assets for impairment on an annual basis and when there is reason to suspect that their values have been diminished or impaired. Any write-downs will be included in results from operations.

F-7

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of long-lived assets

The Company has adopted ASC subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.

The Company evaluates the recoverability of long-lived assets based upon forecasted, undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of is reported at the lower of the carrying amount or the fair value less costs to sell. At September 30, 2019 and December 31, 2018, the Company reported loss on impairment of mineral rights assets of $0 and $1,249,600 respectively.

Fair Value

ASC subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

The Company follows ASC subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and ASC subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value.

Derivative Instrument Liability

The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At November 30, 2018 and 17, the Company did not have any derivative instruments that were designated as hedges.

F-8

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Segment Information

ASC subtopic Segment Reporting 280-10 (“ASC 280-10”) establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Company’s only principal non-operating segment.

Income Taxes

The Company follows ASC subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.

Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial.

The Company only updates the temporary difference related to its net operating loss and accumulated valuation allowance on an annual basis from its year end filing at November 30.

Stock Based Compensation

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. The Company did not issue stock options, nor did the Company issue stock for services during fiscal years ended November 30, 2018 and 2017.

F-9

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-11, “Simplifying the Measurement of Inventory,” Topic 330, “Inventory” (ASU 2015-11). The amendments in ASU 2015-11, which apply to inventory that is measured using any method other than the last-in, first-out (LIFO) or retail inventory method, require that entities measure inventory at the lower of cost and net realizable value. The amendments in ASU 2015-11 should be applied on a prospective basis. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016 and interim periods within those years. The Company adopted the amendments of ASU 2015-11 effective October 1, 2017. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements for the year ended November 30, 2018.

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” Topic 718, “Compensation-Stock Compensation” (ASU 2016-09). ASU 2016-09 includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the Company’s financial statements, including income tax consequences, forfeitures and classification on the statement of cash flows. Under previous guidance, excess tax benefits and deficiencies from share-based compensation arrangements were recorded in equity when the awards vested or were settled. ASU 2016-09 requires prospective recognition of excess tax benefits and deficiencies in income tax expense, rather than paid-in-capital. The Company adopted the amendments of ASU 2016-09 effective October 1, 2017.The adoption of this standard did not have a material impact on the Company’s consolidated statements of income for the year ended November 30, 2018.

In addition, under ASU 2016-09, excess tax income tax benefits from share-based compensation arrangements are classified as cash flow from operations, rather than as cash flow from financing activities. For the year ended November 30, 2018, there were no excess income tax benefits.

The Company has elected to continue to estimate the number of share-based awards expected to vest, as permitted by ASU 2016-09, rather than electing to account for forfeitures as they occur.

ASU 2016-09 requires excess tax benefits and deficiencies to be prospectively excluded from assumed future proceeds in the calculation of diluted shares, resulting in an immaterial decrease in diluted weighted average shares outstanding for the year ended November 30, 2018.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” Topic 350, “Intangibles – Goodwill and Other” (ASU 2017-04). The amendments in ASU 2017-04 simplify the accounting for goodwill impairment for all entities by requiring impairment charges to be based on the first step in the current two-step impairment test. An impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value should be recognized; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments should be applied on a prospective basis. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017, and the ASU is effective for the Company’s first quarter of the fiscal year ending September 30, 2020. The Company is currently evaluating the impact that the adoption of these provisions will have on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, “Leases,” Topic 842, “Leases” (ASU 2016-02). ASU No. 2016-02 requires lessees to recognize a right-of-use asset and corresponding lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. ASU 2016-02 also requires certain quantitative and qualitative disclosures. The provisions of ASU 2016-02 are effective for the Company’s first quarter of the fiscal year ending September 30, 2020, with early adoption permitted. The Company will apply the transition provisions of ASU 2016-02 at its adoption date, rather than the earliest comparative period presented in the financial statements, as permitted by ASU 2018-11, “Leases,” Topic 842, “Targeted Improvements,” released in July 2018.

The adoption of ASU 2016-02 may result in a material increase to the Company’s consolidated balance sheets for lease liabilities and right-of-use assets. The Company is also performing a comprehensive review of its current processes to determine and implement changes required to support the adoption of this standard. The Company is currently evaluating the other effects the adoption of ASU 2016-02 will have on its consolidated financial statements, once the Company becomes an operating Company in Fiscal Year Ended November 30, 2020.

In January 2018, the FASB issued ASU 2018-01, “Leases,” Topic 842, “Land Easement Practical Expedient for Transition to Topic 842” (ASU 2018-01). ASU 2018-01 permits an entity to elect a transition practical expedient to not assess, under Accounting Standards Codification (ASC) 842, land easements that exist or expired before the standard’s effective date that were not previously accounted for as leases under ASC 840. The Company plans to elect this practical expedient in implementing ASU 2016-02.

F-10

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” Topic 606, “Revenue from Contracts with Customers” (ASU 2014-09). ASU 2014-09 provides guidance for revenue recognition and will replace most existing revenue recognition guidance in GAAP when it becomes effective. ASU 2014-09’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled for the transfer of those goods or services. ASU 2014-09 permits the use of either the retrospective or cumulative effect transition method. Additionally, the amendments in this ASU provide a practical expedient for entities to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less, The Company plans to elect this practical expedient upon adoption.

In July 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers – Deferral of the Effective Date.” The FASB approved the deferral of ASU 2014-09, by extending the new revenue recognition standard’s mandatory effective date by one year and permitting public companies to apply the new revenue standard to annual reporting periods beginning after December 15, 2017. The guidance in ASU 2014-09 will be effective for the Company in the first quarter of the fiscal year ending November 30, 2019. The Company is currently evaluating the other effects the adoption of ASU 2015-14 will have on its consolidated financial statements, once the Company becomes an operating Company in Fiscal Year Ended November 30, 2020.

The Company does not plan to early adopt the new revenue recognition guidance; adoption will be on the modified retrospective basis beginning in fiscal year 2019. The Company has substantially concluded its assessment of the impact of the adoption of this standard on its consolidated financial statements. Most of the Company’s revenue is expected to continue to be generated from point-of-sale transactions, which ASU 2014-09 treats generally consistent with current accounting standards. The Company does not expect this standard will have a material impact on the accounting for point-of-sale transactions or related areas including the right of return and customer incentives. Although the impact on the consolidated financial statements is not expected to be material, additional disclosures will be required.

In June 2018, the FASB issued ASU 2018-07, “Compensation-Stock Compensation,” Topic 718, “Improvements to Nonemployee Share-Based Payment Accounting” (ASU 2018-07) as part of its Simplification Initiative to reduce complexity when accounting for share-based payments to non-employees. ASU 2018-07 expands the scope of Topic 718 to more closely align share-based payment transactions for acquiring goods and services from non-employees with the accounting for share-based payments to employees, with certain exceptions. The provisions of ASU 2018-07 are effective for the Company’s first quarter of the fiscal year ending November 30, 2020, with early adoption permitted.

F-11

3. 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.

4. 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 ($299,258), an accumulated deficit of $7,970.527 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.

45. CONTINGENCY

The Company does not carry Directors and Officer’s insurance.

5On or about December 4, 2019, the former CFO of the Company has made a claim that he is owed money for services. ~~SHAREHOLDER~~Nonetheless, ~~LOANS~~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.

6. SHAREHOLDER LOANS

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

6. COMMON STOCK

On August 23, 2016 the Company issued 426,830 shares of common stock to a consultant value at $853,660 ($2.00 per share).

7. 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.

8. 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. The company attempted to rebrand, but was not successful, allowing January 2016 agreement to expire.

F-712

9. RELATED PARTY TRANSACTIONS

As of November 30, ~~2017~~2018 and ~~2016~~2017, ~~the~~ Company Principal Executive Officer had advanced the Company a total of $~~273~~294,~~440~~063 and $~~229~~273,~~997~~440, respectively.

10. SUBSQUENT ~~INCOME TAXES~~EVENTS

~~The~~On ~~Company~~May ~~accounts~~19, ~~for~~2019 ~~income~~(after the ~~taxes~~relevant ~~under~~period anof ~~asset~~this report), we experienced a change of control from Tsang Chi Man (the control person of Great On Technologies Holding Limited) and ~~liability~~Yang ~~approach~~Xing Liang to Hau – Ran Tsau. The ~~Company~~Change ~~determines~~of ~~whether~~control awas ~~tax~~effectuated ~~position~~by is(i) ~~more~~the ~~likely~~sale ~~than~~by ~~not~~Great toOn Technologies beHolding ~~sustained~~Limited, ~~upon~~a ~~examination~~Seychelles corporation (“Great On”), ~~including~~an ~~resolution~~entity ofcontrolled ~~any~~by ~~related~~Tsang ~~appeals~~Chi orMan ~~litigation~~(our ~~processes~~former director and executive officer) and by Yang Xing Liang of 15,947,668 ~~based~~and on1,236,000 ~~the~~shares ~~technical~~of ~~merits~~common stock of the ~~position.~~Company ~~The~~(the ~~Company~~“M&G Common ~~files~~Stock”), ~~income~~respectively, ~~tax~~to ~~returns~~David inNovak ~~the~~as ~~United~~nominee/agent ~~States~~for M&G Asset Management Co., Limited, a Hong Kong entity (“~~U.S.~~M&G”), ~~including~~which ~~Federal~~is majority owned and ~~the~~fully ~~States~~controlled ofby ~~Hawaii~~Hau-Ran Tsau, and ~~California~~(ii) ~~jurisdictions~~the sale by Mr. ~~Tax~~Liang ~~regulations~~of ~~within~~750,000 shares ~~each~~of ~~jurisdiction~~Class ~~are~~A ~~subject~~Preferred Stock of the Company to David Novak as nominee/agent for M&G (the ~~interpretation~~“Class A Preferred” and, together with the shares of M&G Common Stock, the ~~related~~“M&G ~~tax~~Shares”). ~~laws~~Subsequently, ~~and~~on ~~regulations~~July 06, 2019, Mr. Hau-Ran Tsau transferred all of his rights to the M&G Shares from M&G to MGA Holdings Group, an entity that is wholly owned and also ~~require~~controlled ~~significant~~by ~~judgment~~Mr. Hau-Ran Tsau. During the interim period to ~~apply~~date, all voting and dispositive control over the M&G Shares was held by Mr. Tsau.

The ~~Company~~previous ~~has~~principal ~~experienced~~shareholder ~~net~~was ~~operating~~owed $295,818, ~~losses~~which ~~each~~included ~~year~~shareholder ~~since~~loan ~~its~~amount ~~inception. The~~of ~~Internal~~294,063 ~~Revenue~~and ~~Code~~expenses ~~allows net operating losses (NOL's) to be carried forward~~ and ~~applied~~accounts ~~against~~payable ~~future profits for a period~~ of ~~twenty~~$1,755, ~~years. Malaysia~~in ~~does~~connection ~~not~~with ~~have~~maintaining the aCompany’s ~~limitation~~securities onand ~~loss~~corporate ~~carryforwards. The~~related ~~potential~~compliance, ~~benefit~~all of ~~these~~which ~~carryovers~~was ~~has~~forgiven ~~been~~as ~~recognized on the books~~ of ~~the~~May ~~Company~~19, ~~but~~2019 itas ~~has~~incentive ~~been~~to ~~offset~~enter into ~~by a valuation allowance. If not used, these NOL's will expire in~~ the ~~U.S.~~sale astransfer ~~follows:~~transaction.

2031	$	17,626
2032		37,664
2033		58,616
2034		35,890
2035		16,952
2036		12,870
2037	$	16,708

On January 13, 2020, the Company added David Novak as an officer, director and member of the audit committee.

Under pronouncements of the FASB, recognition of deferred tax assets is permitted unless it is more likely than not that the assets will not be realized. The Company has recorded deferred tax assets as follows:F-13

Tax asset	$	97,969
Valuation Allowance		( 97,969	)
Balance Recognized	$	-

The valuation allowance changed by $16,708 during the fiscal year ended November 30, 2017.

The Internal Revenue Code permits audits by the Internal Revenue Service for periods up to three years from the date tax returns are filed. Malaysia has no stated limitation. Tax returns of the Company are subject to audit for the years ended November 30, 2015, 2016 and 2017.

F-8

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL STATEMENTS

~~NONE~~None

ITEM 9A~~(T)~~. CONTROLS AND PROCEDURES

~~Management’s~~Evaluation of ~~Report on~~ Disclosure Controls and Procedures

WeUnder the ~~maintain~~supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of November 30, 2018, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, ~~are~~based ~~designed~~on the material weaknesses discussed below, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by us in ~~our~~ reports filed or submitted under the Securities Exchange Act ofwere ~~1934 , as amended, is~~ recorded, processed, summarized, and reported within the time periods specified in the ~~Securities and Exchange Commission'~~SEC’s rules and forms, and that ~~such~~our ~~information~~disclosure iscontrols ~~accumulated~~are ~~and~~not ~~communicated~~effectively designed to ensure ~~our~~that ~~management,~~information ~~including~~required ~~our~~to ~~chief~~be ~~executive~~disclosed ~~officer~~by ~~and~~us ~~our~~in ~~chief~~the ~~financial~~reports ~~officer~~that ~~(who~~we file or submit under the Securities Exchange Act is ~~acting~~accumulated asand communicated to management, including our principal executive officer, and principal financial officer, ~~and~~or ~~principle~~persons performing ~~accounting~~similar ~~officer)~~functions, as appropriate to allow ~~for~~ timely decisions regarding required disclosure.

AsManagement’s Annual ofReport ~~November~~on ~~30,~~Internal ~~2017,~~Control ~~the~~over ~~end~~Financial of the fiscal period covered by this report, we carried out an evaluation, under the supervision of our chief executive officer, with the participation of our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The officers concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report.Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s ~~Report~~principal onexecutive, ~~Internal~~principal ~~Control~~operating ~~over~~and ~~Financial Reporting~~principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

~~Our~~The Company’s ~~management is responsible for establishing and maintaining adequate~~ internal control over financial reporting. ~~Responsibility,~~includes ~~estimates~~those policies and ~~judgments~~procedures bythat ~~management~~(1) ~~are~~pertain ~~required~~ to ~~assess~~ the ~~expected benefits and related costs~~ maintenance of ~~control~~records, ~~procedures.~~that, ~~The~~in ~~objectives~~reasonable ofdetail, ~~internal~~accurately ~~control~~and ~~include~~fairly ~~providing~~reflect ~~management~~the ~~with~~transactions ~~reasonable,~~and ~~but~~dispositions ~~not~~of ~~absolute,~~the ~~assurance that~~ Company’s assets; ~~are~~(2) ~~safeguarded~~provide ~~against~~reasonable ~~loss~~assurance ~~from unauthorized use or disposition, and~~ that transactions are ~~executed in accordance with management’s authorization and~~ recorded ~~properly~~as necessary to permit ~~the~~ preparation of ~~consolidated~~ financial statements in ~~conformity~~accordance with ~~accounting principles~~ generally accepted inaccounting ~~the~~principles, ~~United~~and ~~States.~~that ~~Our~~receipts ~~management~~and ~~assessed~~expenditures of the ~~effectiveness~~Company ofare ~~our~~being ~~internal~~made only ~~control~~in ~~over~~accordance ~~financial~~with ~~reporting~~authorizations as of ~~November~~the ~~30,~~Company’s ~~2017.~~management Inand ~~making~~directors; ~~this~~and ~~assessment,~~(3) ~~our~~provide ~~management~~reasonable ~~used~~assurance ~~the~~regarding prevention ~~criteria~~or ~~set~~timely ~~forth~~detection byof ~~the~~unauthorized ~~Committee~~acquisition, ofuse ~~Sponsoring~~or ~~Organizations~~disposition of the ~~Treadway~~Company’s ~~Commission~~assets ~~(“COSO”) in Internal Control-Integrated Framework. Our management has concluded~~ that, ascould ofhave ~~November~~a material ~~30,~~effect ~~2017,~~on ~~our~~the ~~internal control over~~ financial ~~reporting was not effective~~statements.

~~This~~Our management, ~~annual~~including ~~report~~our ~~does~~principal ~~not~~executive ~~include~~officer anand ~~attestation~~principal ~~report~~financial ofofficer, ~~our~~assessed ~~company’s~~the ~~registered~~effectiveness ~~public~~of ~~accounting~~our ~~firm regarding~~ internal control over financial reporting. ~~Management’s~~at ~~report~~December ~~was~~31, ~~not~~2018. ~~subject~~In tomaking ~~attestation~~this byassessment, ~~our~~management ~~Company’s~~used ~~registered~~the ~~public~~criteria ~~accounting~~set ~~firm~~forth ~~pursuant~~by tothe Committee ~~temporary~~of ~~rules~~Sponsoring Organizations of the ~~Securities~~Treadway ~~and~~Commission ~~Exchange~~(COSO) ~~Commission~~in ~~that~~Internal ~~permit~~Control—Integrated ~~our~~Framework ~~company~~(2013). Based toon ~~provide~~that ~~only~~assessment under those criteria, management’s ~~report~~has indetermined ~~this~~that, ~~annual report~~as of November 30, 2018, our internal control over financial reporting was not effective.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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 or procedures may deteriorate.

This annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

~~Material~~Management’s Remediation ~~Weakness in Internal Control Over Financial Reporting~~Initiatives

~~Subsequent~~In an effort to ~~November~~remediate ~~30, 2016, management reassessed~~ the ~~effectiveness of the Company’s internal control over financial reporting. Based on this evaluation, the Company’s management, including our Chief Executive Officer and Chief Financial Officer,~~ identified a material ~~weakness~~weaknesses ~~related~~and inother ~~the~~deficiencies ~~Company’s~~and ~~internal~~enhance ~~control~~our ~~over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in~~ internal ~~control over financial reporting~~controls, ~~such~~we ~~that~~have ~~there is a reasonable possibility that a material misstatement of the Company’s annual~~ initiated, or ~~interim~~plan ~~financial statements will not be prevented or detected on a timely basis. The Company failed~~ to ~~design~~initiate, ~~controls adequate to insure that all stock issuance during a particular reporting period were reflected in~~ the ~~financial~~following ~~statements~~series ~~and~~of ~~disclosures for that period.~~measures:

~~Based~~Assuming we onare ~~this~~able ~~assessment~~to ~~and~~secure ~~the~~additional ~~material~~working ~~weakness described above~~capital, ~~management~~we ~~concluded~~will ~~that~~create ~~the~~a ~~Company’s~~position ~~internal~~to ~~control~~segregate ~~over~~duties ~~financial~~consistent ~~reporting~~with ~~was~~control ~~not~~objectives and ~~effective~~will asincrease ofour ~~November~~personnel ~~30,~~resources ~~2015~~ and ~~had~~technical ~~not~~accounting ~~been~~expertise ~~remediated~~within by the ~~end~~accounting offunction ~~the~~when ~~period~~funds ~~covered~~are byavailable to ~~this Annual Report on Form 10-K~~us. However, the Company has concluded that the existence of this material weakness did not result in a material misstatement of the Company’s financial statements included in this Annual Report on Form 10-K.

~~Remediation~~We also ~~Measures~~plan to appoint one or more outside directors to our Board who shall be appointed to an audit committee resulting in a fully functioning audit committee which will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management.

ToManagement believes ~~address~~that the ~~material~~appointment ~~weakness~~of ~~described~~one ~~above~~or ~~the~~more ~~Company~~independent ~~has~~directors, ~~designed~~who ~~and~~shall ~~implemented~~be ~~new~~appointed ~~and~~to ~~enhanced~~a ~~controls~~fully tofunctioning ~~ensure~~audit ~~that~~committee, will ~~all~~remedy ~~stock~~the ~~issuances~~lack ~~during~~of a ~~particular~~functioning ~~reporting~~audit ~~period~~committee ~~are~~and ~~reflected~~a inlack ~~the~~of ~~financial~~a ~~statements~~majority ~~and~~of ~~disclosures~~independent ~~for~~directors ~~that~~on ~~period~~our Board.

We anticipate ~~believe~~that ~~the~~these ~~actions~~initiatives ~~described above~~ will be ~~sufficient~~implemented toin ~~remediate~~conjunction ~~the~~with ~~identified material weakness and strengthen our internal control over financial reporting. However,~~ the ~~new~~growth ~~and enhanced controls have not operated for a sufficient amount~~ of ~~time~~our ~~to conclude that the material weakness has been remediated~~business. ~~We will continue to monitor the effectiveness of these controls and will make any further changes management determines appropriate.~~

Changes in Internal Control over Financial Reporting

~~Other~~There has ~~than as set forth above, there have~~ been no ~~changes~~change 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~~our ~~period~~fourth ~~covered~~quarter ~~by this Annual Report on Form 10-K~~ that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORTE GOVERNANCE

The following ~~information~~table sets forth the ~~name~~names, ofages ~~our officers~~ and ~~director, their present~~ positions, ~~age and biographical information within the last 10 years. Also provided is a brief description~~ of ~~the business experience of~~ our ~~director~~current ~~and~~ executive officers and ~~significant~~directors ~~employees~~as ~~during the past five years and an indication~~ of ~~directorships~~February ~~held by such director in other companies subject to the reporting requirements of the Securities Exchange Act~~2017.

Name	~~Age~~	~~Position~~Age	~~Period Serving~~	~~Term (1)~~Position	Appointment Date
Tesheb Casimir	43	Chairman, Director	September 7, 2011 – present	1 Year
Hau-Ran Tsau		64		President, Chief Executive Officer and Director	May 19, 2019
Tan Sew Hock	55	Chief Financial Officer, Director	December 10, 2015 – present	1 year
Bruce M. Smith		60		Chief Financial Officer	June 4, 2019
Zhang Shengbiao	48	Director	March 2, 2016 – present	1 Year
Wen-Chin Han		61		Director	June 4, 2019
David Novak		52		Executive Vice President and Director	January 13, 2020
Ta-Wei (David) Liu		46		Director	May 19, 2019

~~(1) Directors~~Our directors ~~hold~~are ~~office~~elected ~~until~~for ~~the~~a ~~next~~term ~~annual~~of ~~stockholders’~~one ~~meeting~~year orand ~~until~~serve asuch director’s successor oris ~~successors~~duly ~~are~~ elected and ~~appointed~~qualified. Each executive officer serves at the pleasure of the Board.

~~Tesheb~~Hau-Ran Tsau, ~~Casimir~~has been for the past fifteen years a designated lecturer for Communications Topics at the Bureau of Foreign Trade (Taiwan), a member of the Sweden Technology Division Delegation from Taiwan, a member of the Review Committee for the Public Mobile Communications sector, and a Technical Director at Foundry in China for Powin Electric. Mr. Tuan’s expertise includes wireless computer peripheral network products, internet programming controlling devices, smart servers for household encrypted communication device storage and hardware, photovoltaic power generation systems, and energy storage and management systems. Mr. Tsau was appointed as officer and director as a result of his control and ownership of greater than a majority of outstanding capital stock of the company through his entity, MGA. Mr. Tsau received his Bachelor Degree in Physics from Chuan Yuan Christion Academy (Taiwan) in 1980, and a Master’s Degree in Computer Science from Southwestern University in 1985.

~~Mr. Casimir~~ Ta-Wei (~~age 43~~David) isLiu ~~currently~~has ~~CEO~~been ofan ~~CNL~~independent ~~Ventures~~business ~~Group,~~consultant in Asia ~~Pacific~~for ~~Region~~the last five years. HeFrom is2001 ~~responsible~~to ~~for~~2007 ~~the~~Mr. ~~management~~Liu ~~and~~was vice ~~growth~~president of ~~the~~corporate ~~Asia~~advisory ~~Pacific~~services ~~Region~~at ~~for~~Manhattan ~~the~~Capital ~~ventures~~Partners, ~~capital~~LLC, ~~markets~~a boutique investment firm. ~~Major~~Prior ~~concentration~~thereto, Mr. isLiu was a strategy consultant involved in ~~China~~restructuring, deregulation and ~~Australia~~valuation ~~for~~consulting, ~~the~~and ~~SNS~~previously ~~and~~as itan equity ~~services~~derivatives trader. HeMr. isLiu areceived ~~corporate~~his ~~lawyer~~Bachelor’s Degree in Economics from the University of California Berkeley, ~~business~~and ~~consultants~~a Master’s Degree in Business Administration from Marshall School of Business, University of Southern California. Mr. Liu was appointed to the ~~finance/investment~~board ~~sector~~by Mr. HeTsau isand ~~fluent~~was inassigned ~~English~~shares by Mr. He isTsau after his appointment as consideration for consulting services (See, Item 12 below). Mr. Liu also aholds ~~Director~~an ofAIMR ~~Star~~(CFA) ~~Ally~~Level ~~Inc~~II certification. Mr. Liu’s business consulting and investment experience led to his appointment to the Board.

~~Tan~~Wen Chin ~~Sew~~Han ~~Hock~~has worked in Research and Development and industrial applications for Beijing Hulketech Technongy Co. LTD. in following capacities: Organized: a private company operating in China: From 2013 – 2015, Mr. Han was the CTO, working on developing Transportation Vehicular Identification Management Chip. From 2016-2018, Mr. Han worked aon development of supporting systems and equipment production for urban traffic management. From 2019- current, Mr. Han has been acting as the Chairman and leading the team to develop the application of blockchain technology for chip industrialization. From 2010 through 2012, Mr. Han was engaged in research in the area of agricultural biotechnology.

From 2003 through 2010, Mr. ~~Tan,~~Han ~~55,~~participated ~~has~~in ~~been~~the ~~Chairman~~construction process of ~~World~~Loongsoon ~~Global~~Industrial ~~Alliance~~Base ~~Corporation~~by ~~Ltd~~Jiangsu ~~since~~Menglan ~~2012~~Group and the ~~was~~Institute ~~previously~~of ~~Vice~~Computing ~~Chairman~~Technology ~~since~~at ~~2003. World~~Chinese ~~Global~~Academy ~~Alliance~~of ~~Corporation~~Sciences, ~~Ltd~~where ishe awas ~~Hong~~appointed ~~Kong~~as ~~based~~Senior ~~project~~Consultant ~~management~~for ~~company~~the ~~with~~joint project ~~projects~~where inhe ~~Cambodia,~~led ~~Vietnam,~~the ~~Malaysia~~adaption of research and ~~China. Projects~~development ~~have~~from ~~included~~the ~~casinos,~~Institute ~~infrastructure~~of ~~and~~Computing ~~shipping~~Technology at Chinese Academy of Sciences. Mr. ~~Tan~~Han ~~holds~~received ahis Bachelor of ~~Arts~~Law degree from ~~the~~ National ~~Agriculture~~Taiwan University in ~~Malaysia. He~~1983 ~~brings~~and ~~over~~his 25Master’s ~~years~~Degree from Graduate School of ~~experience~~Technology Management at National Chengchi University (Taiwan) in ~~project~~1986, ~~management~~and a Doctorate Degree from the University of Chinese Academy of Sciences (Beijing), ~~real~~School ~~estate~~of ~~development~~Public Policy & Management, in 2003. Mr. Han’s qualifications and background ~~agricultural~~in ~~projects~~Chinese ~~throughout~~business ~~Southeast~~structure ~~Asia~~and convention led to his appointment to the Board.

~~Zhang~~Bruce Michael ~~Shengbiao~~Smith has over 36 years in professional accounting experience. Mr. Smith has held the positions of CFO, controller, and audit manager for both private and public companies and CPA firms. From January 1, 2005 to present, Mr. Smith has been an Attest Partner for BBRS, LLP, a CPA and business advisory service in Northern California. Mr. Smith also has international experience converting foreign subsidiary reporting to US GAAP for consolidation under SEC rules. Since November 2017, Mr. Smith has been the Outsource CFO of Ensurge, Inc. a Pink Sheet traded mining company. Prior thereto, from May 1, 2014 to November of 2015, Mr. Smith was the CFO of EMycheck, Inc., a Nevada company. Mr. Smith is a CPA licensed in California and Nevada. In 1982, Mr. Smith received a Bachelor of Science Degree in Business Administration, with a concentration of Accounting from California State University, Chico.

Mr. Zhang Shengbiao, age 48, is a Chinese national whose education focused on construction management and projects both rural and urban. Mr Zhang was initially Project Manager later Deputy General Manager of Shanghai Shuming Construction Company(1990 - 2003) focusing on high rise development and incorporating environmentally friendly building practices into their construction and overall aesthetics and design of their projects. Recently, Mr. Zhang has been Managing Director of Shenzen Yiming Health Incorporated (SYH) (2005 - present), a diversified company offering traditional Chinese medicine treatments and packages to the Chinese general public. Mr Zhang is also the recipient of the Shenzen Health & Management Consultant Award (2012).

Family Relationships:

There are no family relationships among our director or executive officers.

~~Involvement~~David Novak has 20 years of equity investment experience, including trading/market making in ~~Certain~~NASDAQ ~~Legal~~listed ~~Proceedings:~~and OTC securities, portfolio management, PIPE investments/convertible debt, systematic trading, and regulatory compliance. During his trading and compliance career, Mr. Novak has held a number of FINRA or other SRO or trading licenses, including, Series 3 (Commodities), Series 7 / 63 (Registered Representative), Series 65 (Investment Adviser), NYFE Floor Broker (S&P Index trading, Oil, Heat, Gas, Futures & Options). From 1997 to 2001 Mr. Novak managed a global equities book from both New York, and London. From May 2014 to May 2017, Mr. Novak worked for Measured Risk Portfolios, an SEC registered investment advisor, based in San Diego, as the East Coast Relationship Manager. Since June 2017, Mr. Novak has worked as a consultant on regulatory compliance issues. Mr Novak graduated from the University of Maryland in 1990 with a B.A. from the College of Behavioral and Social Sciences with concentrations in government, politics and economics. Mr. Novak’s was appointed to the board and as executive vice president as a result of his equity trading and compliance experience and his involvement and knowledge of the company’s management. Mr. Novak was appointed by Mr. Tsau as a result of his general knowledge and experience in securities and commodity trading and regulation and was assigned shares by Mr. Tsau prior to his appointment as consideration for consulting services (See, Item 12 below). Nonetheless there is no voting or other arrangement or understanding among them with respect to the appointment to the Board.

~~None of our executive officers, control persons~~ Directors and ~~director~~Executives ~~has~~Resigning ~~been involved~~ in ~~any~~2018 ~~of the following events during the past ten years~~ and ~~which is material to an evaluation of the ability or the integrity of our director or executive officer:~~2019

1.Tesheb Casimir A(Resigned ~~petition~~May ~~under~~19, ~~the~~2019) ~~Federal bankruptcy laws or any state insolvency law~~ was ~~filed~~CEO byof orCNL ~~against,~~Ventures ~~or a receiver~~Group, ~~fiscal~~Asia ~~agent~~Pacific orRegion ~~similar~~where ~~officer~~he was ~~appointed~~responsible ~~by a court~~ for the ~~business~~management and orgrowth ~~property~~ of ~~such~~the ~~person,~~Asia orPacific ~~any~~Region ~~partnership~~for inthe ~~which~~ventures hecapital ~~was~~markets. aMr. ~~general~~Casimir ~~partner~~is ata orcorporate ~~within two years before the time of such filing~~lawyer, ~~or any corporation or~~ business ~~association~~consultants in ofthe ~~which~~finance/investment hesector. ~~was~~He anis ~~executive~~fluent ~~officer~~in atEnglish. He oris ~~within~~also ~~two~~a ~~years~~Director ~~before the time~~ of ~~such~~Star ~~filing;~~Ally Inc.

2.Tan Sew ~~Convicted~~Hock in(CFO a& ~~criminal~~Director, ~~proceeding~~resigned orMay is16, a2018) ~~named~~has ~~subject~~been Chairman of World Global Alliance Corporation Ltd since 2012 and was previously Vice Chairman since 2003. World Global Alliance Corporation Ltd is a ~~pending~~Hong ~~criminal~~Kong ~~proceeding~~based ~~(excluding~~project ~~traffic~~management company ~~violations~~with ~~and~~projects ~~other~~in ~~minor~~Cambodia, ~~offenses);~~Vietnam, Malaysia and China.

3.Zhang ~~The~~Shengbiao ~~subject of any order~~(Director, ~~judgment,~~resigned ~~or decree~~May 16, ~~not~~2018) ~~subsequently~~is ~~reversed,~~a ~~suspended~~Chinese ornational ~~vacated,~~whose ofeducation ~~any~~focused ~~court~~on ofconstruction ~~competent~~management ~~jurisdiction,~~and ~~permanently~~projects orboth ~~temporarily~~rural ~~enjoining~~and ~~him~~urban. Mr ~~from,~~Zhang orwas ~~otherwise~~initially ~~limiting,~~Project ~~the~~Manager ~~following~~later ~~activities;~~Deputy ~~associated~~General ~~person~~Manager of ~~any~~Shanghai ofShuming ~~the~~Construction ~~foregoing,~~Company(1990 or- as2003) anfocusing on ~~investment~~high ~~adviser,~~rise ~~underwriter,~~development ~~broker~~and orincorporating ~~dealer~~environmentally infriendly ~~securities,~~building orpractices asinto antheir ~~affiliated~~construction ~~person,~~and ~~director~~overall oraesthetics and ~~employee~~design of ~~any~~their ~~investment company~~projects. Recently, ~~bank,~~Mr. ~~savings~~Zhang ~~and~~has ~~loan~~been ~~association~~Managing orDirector ~~insurance~~of ~~company~~Shenzen Yiming Health Incorporated (SYH), ora ~~engaging~~diversified incompany oroffering ~~continuing~~traditional ~~any~~Chinese ~~conduct~~medicine ortreatments ~~practice~~and inpackages ~~connection~~to ~~with~~the ~~such~~Chinese ~~activity;~~general public.

i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or anFamily Relationships

~~ii)~~There are ~~Engaging~~no infamily ~~any~~relationships ~~type~~among any of ~~business~~our ~~practice;~~directors or executive officers.

~~iii) Engaging~~ Involvement in ~~any~~Certain ~~activity~~Legal ~~in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;~~Proceedings

4.There are ~~The~~no ~~subject~~legal ofproceedings ~~any~~that ~~order,~~have ~~judgment~~occurred orwithin ~~decree,~~the ~~not~~past ~~subsequently~~ten ~~reversed,~~years ~~suspended~~concerning orour ~~vacated~~directors, ofor ~~any~~control ~~Federal~~persons orwhich ~~State~~involved a ~~authority~~criminal ~~barring~~conviction, ~~suspending~~a orcriminal ~~otherwise~~proceeding, ~~limiting~~an ~~for~~administrative ~~more~~or ~~than~~civil 60proceeding ~~days~~limiting ~~the~~one’s ~~right~~participation ~~of such person to engage~~ in ~~any activity described in paragraph 3.i in~~ the securities ~~preceding paragraph~~ or tobanking beindustries, ~~associated~~or ~~with~~a ~~persons~~finding ~~engaged~~of insecurities ~~any~~or ~~such~~commodities ~~activity;~~law violations.

~~5. Was found by a court~~ Committees of ~~competent jurisdiction in a civil action or by~~ the ~~Commission~~Board toof ~~have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;~~Directors

6.The Company ~~Was~~does ~~found~~not byhave aan ~~court~~audit ofcommittee. ~~competent~~We ~~jurisdiction~~are innot a ~~civil~~“listed ~~action~~company” orunder bySEC ~~the~~rules ~~Commodity~~and ~~Futures~~are ~~Trading~~therefore ~~Commission~~not required to have ~~violated~~an ~~any~~audit ~~Federal~~committee ~~commodities~~comprised ~~law,~~of ~~and~~independent ~~the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;~~directors.

We do not currently have a “financial expert” within the meaning of the rules and regulations of the SEC.

The Company has no nominating or compensation committees at this time. The entire Board participates in the nomination and audit oversight processes and considers executive and director compensation. Given the size of the Company and its stage of development, the entire Board is involved in such decision-making processes. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than 10% of our equity securities (“Reporting Persons”) to file reports of ownership and changes of ownership of such securities with the SEC. Based solely on our review of copies of such reports and representations from the Reporting Persons, we believe that during the fiscal year ended November 30, 2018, the Reporting Persons timely filed all such reports, except that (i) Tsang Chi Man a previous (through May 2019) shareholder of greater than 10% of the Company though his ownership of Great On, did not file a Form 3 relating to his securities since 2011, (ii) Tesheb Casimir, Chairman and a director, did not file a Form 3 his appointment in 2011, (iii) Tan Sew Hock, our former CFO and director who resigned in May of 2018 did not file a Form 3, and (iv) Zhang Shengbio a former director who resigned in May of 2018 did not file Form 3.

7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i) Any Federal or State securities or commodities law or regulation; or

ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a) (29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Investor Relations

As of November 30, 2017, we have not engaged investor relation professionals.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a)of the Exchange Act requires our officers and directors, and persons who own more than 10% of our common stock, to file reports of ownership and changes of ownership of such securities with the United States Securities and Exchange Commission. As of the year ended November 30, 2017, our officers and directors have complied with Section 16(a) with the exception of Great On Technologies Limited and Tesheb Casimir, who have not yet filed Forms 3.

Code of Ethics

~~Based~~The Company onhas ~~our~~not ~~size~~as ~~and~~yet ~~our~~adopted ~~early~~a ~~stage~~code of ~~development~~ethics weapplicable ~~have~~to ~~not~~our ~~yet~~principal ~~developed~~executive aofficer, ~~code~~principal financial officer, principal accounting officer or controller, or persons performing similar functions as required by the Sarbanes-Oxley Act of ~~ethics~~2002 due to our small size and limited resources.

Material Changes to Nominations by Security Holders ~~of Director Candidates~~

In the past fiscal year, there has been no material change to the procedures by which security holders may recommend nominees to our ~~the small business issuer’s~~ board of directors.

DIRECTORS’ COMPENSATION

Our officers and director do not receive compensation. Directors are reimbursed for any expenses incurred on our behalf.

ITEM 11. EXECUTIVE COMPENSATION

~~The~~There was ~~particulars~~no ofcompensation ~~the~~awarded ~~compensation~~to, earned by or paid to our Chief Executive Officer and the ~~following~~other ~~persons:~~executive officer with compensation exceeding $100,000 (each a “Named Executive Officer”) during fiscal 2018 and 2017.

• our principal executive officer;

• each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended November 30, 2017, 2016 and 2015; and

• up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended November 30, 2017, 2016 and 2015, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Tesheb Casimir, Chairman, Director	2015	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2016	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2017	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Tan Sew Hock, CFO, Director	2015	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2016	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2017	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

There are no compensatory plans or arrangements with respect to our executive officers resulting from their resignation, retirement or other termination of employment or from a change of control.

~~Stock~~David Novak ~~Options/SAR~~is ~~Grants~~compensated for compliance management consulting services on at a rate of $10,000 per quarter. To date, Mr. Novak has been paid $20,000 for such services. Bruce Smith was paid an aggregate of $7,500 for his accounting services provided to the Company since June 1, 2019.

During our fiscal year ended November 30, 2017 there were no options granted to our named officers or directors.

Outstanding Equity Awards at Fiscal Year End

NoThere were no equity awards ~~were~~made ~~outstanding~~to asa ofNamed ~~the~~Executive ~~year~~Officer ~~ended~~outstanding at November 30, ~~2017~~2018.

Option Exercises

During our Fiscal year ended November 30, 2017 there were no options exercised by our named officers.

Compensation of Directors

WeNo compensation dohas ~~not~~been ~~have~~paid ~~any~~to ~~agreements for compensating~~ our directors in consideration for their services rendered in their ~~capacity~~capacities as directors~~, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors~~.

We have ~~determined~~no ~~that~~employment ~~none~~agreements ofwith our ~~directors~~executive ~~are~~officers ~~independent~~or directors,. asWe ~~that~~have ~~term~~no ispension, ~~used~~health, inannuity, ~~Item~~bonus, ~~7(d)(3)(iv)(B)~~insurance, stock ~~of Schedule 14A under the Securities Exchange Act of 1934~~options, asprofit ~~amended~~sharing, ~~and~~or assimilar ~~defined~~benefit ~~by Rule 4200(a)(15) of the NASDAQ Marketplace Rules~~plans.

~~Pension, Retirement or Similar Benefit Plans~~19

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth ~~information regarding~~ the ~~beneficial~~number ~~ownership~~ of ~~our~~ shares of common stock beneficially owned as of ~~November~~February 3017, ~~2017~~2020 by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known byto us to be (i) the beneficial owner of more than 5% of our outstanding shares of common stock, (ii) each of our ~~directors~~Named Executive Officers, and (iii) each of our ~~executive officers~~directors, and (iv) by all of our directors and ~~executive~~ officers as a group. ~~Each~~Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person ~~named~~using in“beneficial ownership” concepts under the ~~table~~rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has ~~sole~~or shares voting ~~and~~power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power ~~with~~to ~~respect~~dispose or direct the disposition of the security. The person is also deemed to ~~all~~be ~~shares~~a ~~shown~~beneficial owner asof ~~beneficially~~any ~~owned~~security byof ~~such~~which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and ~~can~~a person may be ~~contacted~~deemed atto ~~our~~be ~~executive~~a ~~office~~beneficial owner of securities as to which he or she may not have any pecuniary interest. Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s address is c/o Rorine International Holding Corporation, 3535 Executive Terminal Drive Ste. 110, Henderson, Nevada 89052.

~~Under~~The percentages ~~Rule~~below ~~13d-3~~are ofcalculated ~~the~~based ~~Exchange~~on ~~Act a beneficial owner of a security includes any person who~~24, ~~directly or indirectly~~244,876 ~~through~~issued ~~any~~and ~~contract,~~outstanding ~~arrangement, understanding, relationship, or otherwise has or~~ shares: ~~(i)~~of ~~voting~~common ~~power,~~stock ~~which~~outstanding ~~includes~~as ~~the power to vote, or to direct the voting~~ of ~~shares; and (ii) investment power~~February 17, ~~which includes the power to dispose or direct the disposition of shares~~2020.

The persons or entities listed below have sole voting and investment power with respect to all shares of common stock beneficially owned by them, except to the extent such power may be shared with a spouse. No change in control is currently being contemplated.

Name and Address of Beneficial Owner	Amount of Beneficial Ownership			Percentage of Beneficial Ownership
Directors and Named Executive Officers

Hau-Ran Tsau President and Chief Executive Officer and Director		15,465.301	(1)(2)		63.78	%

Wen-Chin Han Director		0			-

Ta-Wei (David) Liu Director		730,306	(3)		3.012	%

Bruce Smith Chief Financial Officer					-

David Novak Executive Vice President and Director		322,194	(4)		1.33	%

Directors and Officers as a Group (5 persons)		17,505,862				%

5% Stockholders

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Owner	% Class (1) (2)
	Officers and Directors:
Tasheb Casimir, Chairman and Director Room 305, Carpo Commercial Building, 18-20 Lyndhurst Terrace, Central, Hong Kong	Common Stock	0	0%
Tan Sew Hock, CFO and Director Suite 325 – 7582 Las Vegas Blvd South, Las Vegas, NV89123CFO	Common Stock	0	0%
Zhang Shengbiao Director Suite 325 – 7582 Las Vegas Blvd South, Las Vegas, NV 89123	Common Stock	0	0%
	Officers and Directors as a Group	0	0%
Great On Technologies Holdings Room 305, Carpo Commercial Building, 18-20 Lyndhurst Terrace, Central, Hong Kong	Common Stock	15,947,668	65.78%
Yang Xingliang Hong Kong, China	Common Stock	1,236,000	5.10%
	5% Shareholders as a Group	17,183,668	70.88%

Represents less than 1%

(1) Indicates shares held by Mr. Tsau, through MGA Holding Group with an address of Office of Sertus Incorporation, (Cayman) Limited, Sertus Chambers Governors Square, Suite 5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KYI-1104. Mr. Tsau is the sole shareholder and sole executive officer and control person of MGA Holding Group and has sole voting and dispositive power of all shares held by it.

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Owner	% Class (1) (2)
Great On Technologies Holdings Room 305, Carpo Commercial Building, 18-20 Lyndhurst Terrace, Central, Hong Kong	Preferred Stock	750,000	100%
	5% Shareholders and Officers and Directors as a Group	750,000	100%

(2)

Does not include 750,000 shares of Series A Preferred Stock held by MGA Holding Group, controlled by Mr. Tsau, which vote on a 100 for 1 basis with the common stockholders.

(13) ~~Based~~Includes onshares 24held by Meridian Holding Group Limited,~~244~~ a Taiwan company,~~876~~ ~~common~~which ~~shares~~is ~~outstanding~~wholly asowned and controlled by Mr. Liu. All of ~~November~~these 30shares were acquired directly from Mr. Tsau’s entity on July 6, ~~2017~~2019. Mr. Liu holds all voting and dispositive power over all shares held by Meridian Holding Group Limited.

(24) ~~Great~~Held Ondirectly ~~Technologies~~by ~~Holdings~~Mr. isNovak ~~controlled~~and byacquired ~~Tsang~~directly ~~Chi~~from ~~Man,~~Mr. Tsau’s entity on July 6 2019.

2420

Change of Control and Share Transfers

In May 2019, we experienced a change of control to Mr. Tsau as a result of (i) the sale by our then principal shareholder, Great On, controlled by Tsang Chi Man (our former director and executive officer) and by Yang Xing Liang of 15,947,668 and 1,236,000 shares of common stock of the Company, respectively, and (ii) the sale by Mr. Liang of 750,000 shares of Class A Preferred Stock of the Company, to David Novak as nominee for M&G Asset Management Co., Ltd., an entity that is majority owned and controlled by Mr. Hau-Ran Tsau. Mr. Tsau subsequently implemented an assignment of all rights to these to another entity wholly owned and controlled by him, MGA. In connection with the foregoing, effective May 19, 2019, our previous sole director, President, Chief Executive Officer and Chief Financial Officer Tesheb Casimir resigned from such positions after appointing Hau-Ran Tsau, and Ta-Wei Liu as directors and appointing Hau-Ran Tsau as President, Chief Executive Officer and Treasurer and Bruce Smith was appointed Chief Financial Officer. Subsequently, on January 13, 2020 David Novak was appointed Executive Vice President and a director. (See, “May 2019 Change of Control” in our Business Section, Part 1, above).

Effective as of July 6, 2019, Mr. Tsau assigned an aggregate of 322,194 of its shares to David Novak in connection with consulting services. In addition, Mr. Tsau assigned 730,306 shares to Meridian Holdings Group Limited, an entity wholly owned and controlled by Mr. Lieu.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

No director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since ~~the~~December ~~year ended November 30~~1, 2017 2018, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years, except for Mr.Tsau and MGA in connection with the change of control transaction in May 2019 described above.

Director Independence

We currently act with three directors, Tasheb Casimir, Tan Sew Hock and Zhang Shengbiao. We have determined that none of our directors is an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

~~Pre~~We have not yet established an audit committee. Until then, there are no formal pre-~~Approval~~approval ~~Policies~~policies and ~~Procedures~~procedures. ~~Prior~~Nonetheless, prior to engaging our ~~accountants~~auditors to perform athe ~~particular~~below ~~service~~services, our board of directors obtains an estimate for the service to be performed. All of the services described ~~above~~below were approved by the board of directors in accordance with its procedures.

Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years:

	2017		2016
	2018		2017
Audit fees and audit related fees	$	19,483		19,483
Audit fees and audit related fees(1)(2)	$	7,250	$	19,483
Tax fees		-		-
Tax fees (3)		-		-
All other fees		-		-
All other fees(4)		-		-
Total	$	197,~~483~~250	$	19,483

~~All~~(1) Audit fees consist of ~~the~~fees incurred for professional services rendered ~~by principal accountants~~ for the audit of ~~our~~consolidated ~~annual~~ financial statements, ~~that~~for ~~are~~reviews ~~normally~~of ~~provided~~our byinterim ~~the~~consolidated ~~accountant~~financial instatements ~~connection~~included ~~with~~in ~~statutory~~our ~~and~~quarterly ~~regulatory~~reports ~~filings~~on orForm ~~engagements~~10-Q and for ~~last~~services ~~two~~that ~~fiscal~~are ~~years~~normally ~~were~~provided ~~approved~~in byconnection ~~our~~with ~~board~~statutory ofor ~~directors~~regulatory filings or engagements.

~~Maintaining Principal Accountant’s~~(2) ~~Independence~~Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements but are not reported under “Audit fees.”

~~Our~~(3) ~~Board~~Tax offees ~~Directors~~consist ~~has~~of ~~considered~~fees ~~whether~~billed ~~the~~for ~~provision~~professional ~~of the~~ services ~~described~~relating ~~below~~to ~~are~~tax ~~compatible~~compliance, ~~with~~tax ~~maintaining~~planning, ~~the principal accountant’s independence~~ and ~~believes~~tax ~~that such services do not compromise that independence~~advice.

25(4) All other fees consist of fees billed for all other services.

The percentage of hours expended on BF Borgers CPA PC’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements

Exhibit
Number		Description

2.1		Articles of Merger dated July 9, 2015 with, and changing the Company’s name to, 3 Shine Technologies Inc.

2.2		Articles of Merger dated September 14, 2015 with, and changing the Company’s name to, Rorine International Holding Corporation.

3.1		Articles of Incorporation dated June 7, 2007 (1)

3.2		By-laws (1)

3.3		Certificate of Amendment effective February 17, 2009 (filed February 19, 2009) increasing the authorized capital to 375,000,000 shares, par value $0.001. (2)

3.4		Certificate of Amendment filed April 17, 2009, increasing the authorized capital of the Company to 750,000,000 shares, par value $0.001 per share, and authorizing a 1:2 forward split (3)

3.5		Certificate of Amendment dated September 17, 2009, authorizing 750,000,000 shares of preferred stock, $0.001 par value. (4)

3.6		Certificate of Designation dated November 2, 2009, designating 20,000,000 shares of Series A Preferred Stock (5)

3.7		Certificate of Amendment effective as of October 11, 2010, reducing the authorized shares to 2,500,000 and authorized preferred shares to 2,500,000 (6)

3.8		Certificate of Amendment dated November 10, 2010, increasing authorized capital to 100,000,000 common shares, par value $0.001 per share and 100,000,000 Preferred shares, par value $0.001. (7)

3.9		Certificate of Amendment dated November 8, 2011, changing the name of the Company to Unwall International Inc.(8)

3.10		Certificate of Amendment filed March 14, 2016, increasing capitalization to 2,000,000,000 shares of common stock, $0.001 par value, and 100,000,000 shares of preferred stock, par value $0.001 per share.

31.1*		Section 302 Certification of Principal Executive Officer.

31.2*		Section 302 Certification of Principal Financial Officer and Principal Accounting Officer.

32.1*		Section 906 Certification of Principal Executive Officer.

32.2*		Section 906 Certification of Principal Financial Officer and Principal Accounting Officer.

101*		Interactive data files pursuant to Rule 405 of Regulation S-T.

1. Financial statements for our company are listed in the index under Item 8 of this document

2. All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

Exhibit Number	Description
(3)	Articles of Incorporation and By-laws
3.1 (a)	Certificate of Incorporation dated June 8, 2007 (1)
3.1 (b)	Articles of Incorporation dated June 8, 2007 (1)
3.1 (c)	Certificate of Amendment dated September 17, 2009 (2)
3.1(d)	Certificate of Amendment dated November 8, 2011(3)
3.1(e)	Certificate of Amendment dated March 14, 2016(4)
(31)	Section 302 Certification
31.1*	Section 302 Certification of Principal Executive Officer.
31.2*	Section 302 Certification of Principal Financial Officer and Principal Accounting Officer.
(32)	Section 906 Certification
32.1*	Section 906 Certification of Principal Executive Officer.
32.2*	Section 906 Certification of Principal Financial Officer and Principal Accounting Officer.
101*	Interactive data files pursuant to Rule 405 of Regulation S-T.

*	Filed herewith.

(1) Incorporated by reference ~~from~~to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 ~~that was originally~~ filed with the SEC on March 18, 2008

(2) Incorporated by reference ~~from~~to ~~Form~~Exhibit ~~8-K~~99.1 ~~that~~of ~~was~~Current ~~originally~~Report ~~filed~~on ~~with~~Form ~~the~~8-K, ~~SEC~~Date onof ~~September~~Report 30February 16, 2009.

(3) Incorporated by reference ~~from~~to ~~Form~~Exhibit ~~8-K~~99.1 ~~that~~to ~~was~~Current ~~originally~~Report ~~filed~~on ~~with~~Form ~~the~~8-K, ~~SEC~~Date onof ~~January~~Report 25April 20, ~~2012~~2009.

(4) Incorporated by reference ~~from~~to Exhibit 3.01 to Current Report on Form 8-K, ~~that~~Date ~~was~~of ~~originally~~Report ~~filed~~September ~~with~~17, ~~the~~2009, ~~SEC~~filed onSeptember ~~March 14~~30, ~~2016~~2009.

26(5) Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K Date of Report November 5, 2009, filed with the SEC on November 9, 2009.

(6)

Incorporated by reference to Exhibit 99.1 to Company’s Current Report on Form 8-K, Date of Report October 11, 2010.

(7)

Incorporated by reference to Exhibit 99.1 to Company’s Current Report on Form 8-K/A, Date of Report: November 17, 2010.

(8)

Incorporated by reference to Exhibit 99.1 to Company’s Current Report on Form 8-K/A, Date of Report: October 10, 2011. Filed January 25, 2012.

SIGNATURES

InPursuant to ~~accordance~~the ~~with~~requirements ~~section~~of. Section 13 ~~and~~or 15 (d) 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.

	RORINE INTERNATIONAL HOLDING CORPORATION
Date: March 15, 2018
	By:	/s/ Tesheb Casimir
		Tesheb Casimir
		Principal Executive Officer

Date: March 23, 2020

InRORINE ~~accordance~~INTERNATIONAL ~~with~~HOLDING ~~the~~CORPORATION ~~Securities~~By: ~~Exchange~~/s/ ~~Act~~Hau-Ran ofTsau ~~1934, this Annual Report on Form 10~~Hau-KRan ~~has~~Tsau ~~been~~President, ~~signed~~Chief ~~below~~Executive byOfficer ~~the following persons on behalf of the registrant~~ and inDirector ~~the~~(Principal ~~capacities~~Executive ~~and on the dates indicated.~~Officer)

SIGNATURE	TITLE	DATE
/s/ Tesheb Casimir	Principal Executive Officer and Director	March 15, 2018
Tesheb Casimir
/s/ Tan Sew Hock	Principal Financial Officer and Director	March 15, 2018
Tan Sew Hock	Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE

/s/ Hau-Ran Tsau
Hau-Ran Tsau	President, Chief Executive Officer and director	March 23, 2020

/s/ Wen-Chin Han
Wen-Chin Han	Director	March 23, 2020

/s/ David Novak
David Novak	Executive Vice President and Director	March 23, 2020

/s/ Ta-Wei (David) Liu
Ta-Wei (David) Liu	Director	March 23, 2020

/s/ Bruce Michael Smith
Bruce Michael Smith	Chief Financial Officer and Principal Financial Officer	March 23, 2020

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