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ROYALE GLOBE HOLDING INC. - 10-K - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

January 28, 2014

This discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company and its subsidiary for the fiscal years ended October 31, 2013 and 2012. The discussion and analysis that follows should be read together with the section entitled "Forward Looking Statements" and our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this annual report on Form 10-K. Except for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are beyond the Company's control. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report. History We were formerly an exploration stage mining company. We had acquired a 100% interest in a claim on a mineral property located in the New Westminster , Similkameen, Mining Division of British Columbia, Canada and paid approximately $1,500 to keep the claim in good standing through September 8, 2008 . The Company did not determine whether this property contained reserves that are economically recoverable and never conducted any exploration of the site. Our rights to the claim expired as of September 8, 2008 . We terminated our mining business in September 2010 . On September 13, 2008 , John P. Hynes III , our former president, entered into a Stock Purchase Agreement, with Delara Hussaini and Angela Hussaini , pursuant to which Mr. Hynes acquired from the sellers an aggregate of 4,000,000 shares of common stock of the Company, collectively representing approximately 61.65% of the total issued and outstanding shares of common stock of the Company. On March 9, 2009 , we entered into a Stock Purchase Agreement with Grand Destiny Investments Limited , or Grand Destiny, and John P. Hynes III , pursuant to which Mr. Hynes sold for $200,000 , an aggregate of 4,000,000 shares of the common stock of the Company. Grand Destiny acquired an aggregate of 4,000,000 shares of common stock of the Company, or approximately 61.65% of the Company's issued and outstanding common stock, and attained voting control of the Company. In connection with this agreement, John P. Hynes III resigned as the sole director and officer of the Company, Kwok Keung Liu was elected as the Company's President, Secretary, C.E.O, C.F.O. and Treasurer, and Wan Keung Chak was elected as the Company's sole director. Grand Destiny is jointly held by Wan Keung Chak and Kwok Keung Liu . Pursuant to a Common Stock Purchase Agreement dated as of March 9, 2009 , between John P. Hynes III , the Company and Greenview Power Inc. , the Company sold for $1.00 , 100% of the issued and outstanding shares of Greenview Power Inc. (the Company's wholly owned subsidiary) to Mr. Hynes . On or about June 25, 2010 , Grand Destiny sold 3,658,348 shares of our common stock, or approximately 56.39% of our issued and outstanding stock, to Intrepid Capital LLC for aggregate cash consideration of $157,748 and for services rendered. The shares were sold pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, and the rules promulgated under Regulation D thereunder. On October 12, 2010 , certain shareholders of the Company entered into the Sale Agreement pursuant to which they sold an aggregate of 5,237,297 shares of our common stock to five accredited investors for aggregate consideration of $600,000 . Upon the closing of the sale transaction on November 23, 2010 , the purchasers acquired an aggregate of 5,237,297 shares of our common stock, constituting approximately 80.73% of our issued and outstanding securities. The shares were sold pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, and the rules promulgated under Regulation D thereunder. Kok Cheang Lim acquired 3,658,348 of the shares sold, representing approximately 56.39% of our issued and outstanding shares of common stock. On December 31, 2010 , Kwok Keung Liu resigned from his positions as our President, Chief Executive Officer, Chief Financial Officer and Secretary, and Wan Keung Chak resigned from his position as a member of our Board of Directors. 8 -------------------------------------------------------------------------------- On December 31, 2010 , Kok Cheang Lim was appointed to serve as our President, Chief Executive Officer, Chief Financial Officer, Secretary and the sole member of our Board of Directors. Effective May 2, 2011 , we changed our name to MY Group, Inc. and increased our authorized capital to 550,000,000 shares, consisting of 500,000,000 shares of common stock and 50,000,000 shares of preferred stock. On January 28, 2013 , we changed our name to Royale Group Holding, Inc and our stock symbol to ROGP. On October 15, 2013 , we appointed Yupa Sathapornjariya and Tan Swe Poo as the new members of the Board of Directors. We appointed Yupa Sathapornjariya as the Chairman of the Board, Tan Swe Poo as the Secretary and Yupa Sathapornjariya as the Treasurer of the Company. We appointedTan Swe Poo as the Chief Executive Officer of the Company and Yupa Sathapornjariya as the Chief Financial Officer of the Company. On October 15, 2013 , the Board of Directors accepted Kok Cheang Lim's resignation from all positions he holds in the Company, including board director, the Chairman of the Board, the President, the Secretary and the Treasurer of the Company, the Chief Executive Officer and the Chief Financial Officer of the Company, effective immediately. Yupa Sathapornjariya, age 24, is a Thailand citizen. She earned a Bachelor's degree from Chiangrai Rajabhat University and Yuxi Normal University . From 2011 to 2012, she worked at ABB Place and from 2013 to present, she worked at Edison Thailand. Tan Swe Poo , age 54, is a Malaysian citizen. He earned a number of higher level degrees including PhD and Masters from UK , US and Malaysian universities and has worked for more than 30 years as a businessman. On December 16, 2013 , Chaw Eng Neng was appointed the new member of the Board of Directors and the Chief Operating Officer of the Company. Ng Wei Siong was appointed the new member of the Board of Directors and the Chief Marketing Officer of the Company. Chaw Eng Neng , age 30, a Malaysian citizen. He has involved in finance and banking industry experience having worked with CitiBank and thereafter HSBC in both the marketing and business development departments since 2002. Since year 2006 he has worked with a Multi-national Forex brokerage company from UK . Since 2010 he has been working with a Multi-national online forex brokerage as Vice-president. He is also an owner of Chinese restaurant chains. Ng Wei Siong , age 30, a Malaysian citizen. He graduated from Inti College Nilai, Malaysia with a Diploma of Hospitality and Tourism in 2003. From 2004 to 2006, he was the Credit Card Sales Officer of HSBC Sales & Marketing Department . From 2006 to 2010, he was the independent distributor of RZ Corporation SdnBhd. From 2011 to present, he was a Forex Introducing Broker. He traded, invested and became introducing broker and master affiliate with few international brokerage house like FX Primus and Maxim Capital Ltd NZ. Plan of Operation Our plan of operation for the next 12 months is to explore the acquisition of an operating business or the consummation of a business opportunity. We will require additional funding in order to proceed with any acquisition program or business opportunity. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or from director loans. We do not have any arrangements in place for any future equity financing or loans. Results of Operations Comparison of fiscal years ended October 31, 2013 and October 31, 2012 Revenue. We are a shell company that has not yet generated any revenues. Operating Expenses. General and administrative expenses were $112 ,626for the year ended October 31, 2013 , an increase of $66,937 or approximately 146% compared to operating expenses of $45 ,689for the year ended October 31, 2012 . The increase in general and administrative expenses is attributable to increase in professional service fees incurred in connection with complying with public company requirements. General and administrative expenses are comprised of professional fees, transfer agent and general administrative costs. 9 -------------------------------------------------------------------------------- Our auditors expressed their doubt about our ability to continue as a going concern unless we are able to raise additional capital and ultimately to generate profitable operations. Business Operations Overview Net Loss. Our net loss was $112,626 for the year ended October 31, 2013 as compared to a net loss of $45 ,689for the year ended October 31, 2012 , representing an increase of $66,937 or approximately 146%. The increase in net loss is attributable to increase in professional service fees incurred in connection with complying with public company requirements. General and administrative expenses are comprised of professional fees, transfer agent and general administrative costs. Liquidity and Capital Resources Sources of Liquidity. Our cash and cash equivalents at October 31, 2013 , and 2012 was $392,160 and $0 . Our current liabilities were $241,501 as of October 31, 2013 compared to $123,715 as of October 31, 2012 . Loans from our former director comprised of $235,772 and $113,471 , or approximately 97.6% and 91.8%, respectively, of the current liabilities as of October 31, 2013 and 2012, respectively. The balance of the current liabilities are attributable to miscellaneous accounts payables and liabilities of third party vendors. Net Cash Used In Operating Activities. Net cash used in operating activities was $117,141 for the year ended October 31, 2013 , as compared to $49,223 for the year ended October 31, 2012 . Net cash used in fiscal year 2013 consisted of a net loss of $112,626 and a decrease in accounts payables and accrued liabilities of $4,515 . Net cash used in fiscal year 2012 consisted of a net loss of $45,689 , and a decrease in accounts payables and accrued liabilities of $3,534 . Net Cash (Used in)/Provided by Investing Activities. There was no cash (used in)/provided by investing activities for both the years ended October 31, 2013 , and October 31, 2012 . Net Cash Provided By Financing Activities. Net cash provided by financing activities was $509,301 for the year ended October 31, 2013 , as compared to $49,223 for the year ended October 31, 2012 . Net cash provided by financing activities consisted of the proceeds from the issuance of common stock to a former director and advances from a former director. Off-Balance Sheet Arrangements We have no outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts. Critical Accounting Policies and Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations and require management's subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management's current judgments. We believe the following accounting policies are critical in the preparation of our financial statements. Basis of presentation These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). 10 -------------------------------------------------------------------------------- Shell company In September 2010 , we ceased our mining business and the Company was no longer considered an exploration stage enterprise as defined by FASB ASC 915. We are currently considered as a shell company. Use of estimates and assumptions In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. Income taxes The Company adopts the ASC Topic 740, "Income Taxes" regarding accounting for uncertainty in income taxes which prescribes the recognition threshold and measurement attributes for financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. In addition, the guidance requires the determination of whether the benefits of tax positions will be more likely than not sustained upon audit based upon the technical merits of the tax position. For tax positions that are determined to be more likely than not sustained upon audit, a company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not determined to be more likely than not sustained upon audit, a company does not recognize any portion of the benefit in the financial statements. The guidance provides for de-recognition, classification, penalties and interest, accounting in interim periods and disclosure. The Company follows the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, "Earnings per Share." Basic loss per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations. Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. 11 -------------------------------------------------------------------------------- Fair value measurement ASC Topic 820-10, "Fair Value Measurements and Disclosures" ("ASC 820-10") establishes a new framework for measuring fair value and expands related disclosures. Broadly, ASC 820-10 framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. ASC 820-10 establishes a three-level valuation hierarchy based upon observable and non-observable inputs. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. For financial assets and liabilities, fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. Fair value of financial instruments The carrying values of the Company's financial instruments include accounts payable and accrued liabilities and loan from director. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values. Recent accounting pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.


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Source: Edgar Glimpses


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