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Rorine International Holding Corp. (RIHC)

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Last Post: 9/3/2020 9:37:44 AM - Followers: 5 - Board type: Free - Posts Today: 0




The Company's principal business now is to locate private operating companies that may wish to merge with the Company in a reverse merger transaction. Meanwhile, the Company will be relying on continued cash advances from Mr. Tesheb Casimir to pay general and administrative costs and the substantial fees and expenses of QPRJ being a public company.  These advances will be booked as debt owed to Mr. Tesheb Casimir, however, the Company may issue stock in payment of the advances.
The criteria for suitable companies are not limited to any kind of business, results of operations to date, or prospective operations.  While we expect most candidates to be based in either Hong Kong or the People's Republic of China (the " PRC "), we are not limited to those areas.
We anticipate engaging third party consultants to assist in the location of possible merger candidates.  These consultants will not be affiliated or associated with any QPRJ stockholder, officer, or director, or any affiliate of associate of any such stockholder, officer, or director.  No consultant will be paid "transaction-based compensation" for their services - meaning that we will not pay any compensation at closing based on the size of the acquisition or the success of the merged company as measured by stock market price or financial performance after the acquisition.  Our consultants will not be involved in the negotiation of terms for a merger or the preparation of merger documents, will not recommend a merger to a merger candidate, or be involved in the collection, transmittal, or other handling of stock or cash in connection with the merger.
We expect that the terms of a merger will depend on negotiations with the merger candidate, which in turn will be a function of the candidate's past, current and prospective business operations, financial metrics (net assets, revenues, operating and other costs, and other factors).  In general, the stronger the candidate's business and financial metrics, the greater the percentage of the merged company which the merged company's stockholders will own.  The range of QPRJ's retained equity in the merged company is expected to be from 1% to 30%.
In the normative case, the merger would be structured as an all stock-for-stock exchange, of new Rule 144 restricted stock (most likely common stock only), to minimize if not avoid completely U.S. and foreign income taxation of the transaction.  However, it is possible that some cash could be paid to QPRJ's stockholders in connection with a mostly stock-for-stock transaction.
QPRJ has only one director, Mr. Tesheb Casimir.  Mr. Casimir has extensive business experience covering many years, but he has no experience in the "shell company merger and acquisition" sector.   Although he will take into consideration all the advice provided by third-party consultants, he will make the ultimate decision as to proceed with merging QPRJ with an operating company.
Under Nevada law and the Company's articles of incorporation, a reverse merger with an operating company will require the approval of the holders of a majority of QPRJ's outstanding common stock, and by the holders of any other class of stock (for example, preferred stock), that may be adversely impacted by a reverse merger).  Great On presently owns a majority of the outstanding common stock.  Accordingly, any reverse merger will require only its approval.  Although all other shareholders will be entitled to notice of the decision to approve the merger (which the Company would give by distribution of an Information Statement), they will not be entitled to vote for or against the merger.  However, the other such stockholders will be entitled to payment of the fair value of their stock immediately preceding the merger, often referred to as "Dissenters' Rights," provided each dissenter follows the procedures to perfect his or her right to payment, as mandated by Nevada law.  Appropriate instructions for these procedures will be provided to all stockholders of QPRJ, in sufficient time for them to qualify for payment of fair value.

Change in Voting Control
On September 7, 2011, Great On Technologies Holdings LTD purchased 21,447,700 (90.05%) of the common stock of Quadra Projects Inc.
(" QPRJ "). Great On Technologies Limited additionally purchased 750,000 shares (100%) of the Series A Preferred Stock on September 7, 2011, from Quadra Projects, Inc.
 The 21,447,700 shares of Common Stock now owned by Great On Technologies Holdings LTD ("Great On") represents 90.05% of the 23,818,046 common shares issued and outstanding.  Currently there are 100,000,000 common shares authorized.
The 750,000 Series "A" Preferred Stock now owned by Great On represents 100% of the 750,000 Series "A" Preferred shares issued and outstanding. Currently there are 100,000,000 Series "A" Preferred shares authorized.


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#153   RIHC SEC Suspension for severely delinquent Financials: Renee 09/03/20 09:37:44 AM
#152   Lol whos paying premium for garabage company with stock1ace1 10/30/19 01:06:16 PM
#151   TSHN changed to RIHC: Renee 10/14/15 04:34:03 PM
#150   3 Shine Technologies Inc. changed to Rorine International Renee 10/06/15 04:22:37 PM
#149   Unwall International Inc., UWII, changed to 3 Shine Renee 08/19/15 04:17:51 PM
#148   pickle have you seen this unwall.net (qprj) promo markslack 02/18/12 08:10:41 PM
#147   will qprj rise from the ashes of its markslack 02/18/12 08:02:18 PM
#146   anyone seen this yet? will qprj raise from markslack 02/18/12 05:40:43 PM
#145   Yeah I only have 66 shares from the KeaneO 09/21/11 09:05:36 PM
#144   I'm not in right now KeaneO. Woodbooger 09/15/11 07:31:22 AM
#143   So what the hell pickl you staying or selling? KeaneO 09/14/11 08:57:19 PM
#142   The Company is not subject to any pending Woodbooger 09/13/11 11:22:43 AM
#141   beneficial owner Woodbooger 09/13/11 11:20:30 AM
#140   The Company’s principal business now is to locate Woodbooger 09/13/11 11:14:49 AM
#139   23,818,046 common shares issued and outstanding. Woodbooger 09/13/11 11:12:12 AM
#138   On September 7, 2011, Great On Technologies Holdings Woodbooger 09/13/11 11:11:00 AM
#137   On September 7, 2011, Mr. Tesheb Casimir became Woodbooger 09/13/11 11:08:36 AM
#136   9/13/11 8K filed Woodbooger 09/13/11 11:07:34 AM
#135   Does anyone know what's going on with this KeaneO 08/16/11 12:37:37 AM
#134   website still down Woodbooger 03/15/11 03:06:19 PM
#133   shs decreased by 1 for 300 split. Pay date=10/14/2010. Woodbooger 03/15/11 03:05:50 PM
#132   10K filed 3/14/11 QPRJ Woodbooger 03/15/11 03:05:35 PM
#131   QPRJ filing: Woodbooger 02/01/11 09:50:13 AM
#130   website down until 2/28/11 Woodbooger 12/20/10 09:51:40 AM
#129   website down until 2/28/11 Woodbooger 12/20/10 09:48:42 AM
#128   And this: The authorized capital consisting of Woodbooger 11/19/10 11:40:01 AM
#127   QPRJ New posting: "Effective November 17, 2010, the Woodbooger 11/19/10 11:38:45 AM
#126   QPRJ - GOING CONCERN Woodbooger 10/19/10 07:55:05 AM
#125   10-Q out Woodbooger 10/19/10 07:54:25 AM
#124   8K on share structure and split: Woodbooger 10/18/10 02:48:57 PM
#123   Should find out early next week IMO. Q3 Woodbooger 10/15/10 03:24:12 PM
#122   Interested to hear all the details as to actor 10/15/10 03:16:40 PM
#121   R/S 1:300 Shares Outstanding 151,299 Oct 14, 2010 Woodbooger 10/14/10 11:36:01 AM
#120   Entity Actions for "QUADRA PROJECTS INC." Woodbooger 10/10/10 02:41:41 AM
#119   hey jeff, thanks for the link on QPRJ. Woodbooger 10/09/10 07:38:55 PM
#118   not looking good for this one come monday imo jeffn 10/09/10 05:39:11 PM
#117   from 2009: http://msnmoney.brand.edgar-online.com/EFX_dll/EDGARpro.dll?FetchFili Woodbooger 10/01/10 01:40:57 PM
#116   QPRJ From 1/12/10 "Quadra's authorized distributor, Fanta International Woodbooger 09/24/10 10:12:12 AM
#115   QPRJ 52 week low hit yesterday. For 500 shares Woodbooger 09/24/10 09:31:55 AM
#114   QPRJ L2 Woodbooger 09/23/10 11:19:26 AM
#113   QPRJ patent # from website (China Pending) Woodbooger 09/22/10 05:10:31 PM
#112   QPRJ could bounce from bottom IMO Woodbooger 09/22/10 04:06:12 PM
#111   'QPRJ' Volume exceeded 22-day average by over 10.00% Woodbooger 09/22/10 04:05:00 PM
#110   52 week low almost hit QPRJ Woodbooger 09/22/10 03:29:46 PM
#109   QPRJ volume over 100,000 today Woodbooger 09/22/10 03:28:07 PM
#108   "Quadra Projects Inc. expected to report Q3 2010 Woodbooger 09/22/10 12:26:43 PM
#107   QPRJ website http://www.quadraprojects.com/ Woodbooger 09/21/10 04:59:55 PM
#106   QPRJ 7/26/10: "After engineering certification of the QES200 Woodbooger 09/21/10 10:24:51 AM
#105   From July 26,2010: OTCBB under the trading symbol Woodbooger 09/21/10 10:23:17 AM
#103   QPRJ Share structure update 9/20/10: Woodbooger 09/20/10 02:04:26 PM
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