UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, DC 20549







FORM 10-Q





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





FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2011





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





Commission File Number 333-1399326





ROHAT RESOURCES, INC.


(Exact Name of Registrant as Specified in Its Charter)





NEVADA

20-5913810(State or Other Jurisdiction

(I.R.S. Employerof Incorporation or Organization)

Identification No.)







68, Soi Suphaphong 3




Yak 8, Sirinakarn 40 Road




Nonghob, Praver, 10250 Bangkok, Thailand




(Address of Principal Executive Offices and Issuer’s




Telephone Number, including Area Code)







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





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





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





Large accelerated filer o

Accelerated filer oNon-accelerated filer o

Smaller reporting company S(Do not check if smaller reporting company)





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





As of March 9, 2011, the issuer had outstanding 6,487,500 shares of common stock.




















TABLE OF CONTENTS





PagePART I
FINANCIAL INFORMATIONITEM 1
Financial Statements
1Balance Sheets as of January 31, 2011 and October 31, 2010
1Statements of Operations for the Three Months Ended January 31, 2011 and 2010
2Statements of Cash Flows for the Three Months Ended January 31, 2011 and 2010
3Notes to Financial Statements
4ITEM 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
10ITEM 3
Quantitative and Qualitative Disclosures about Market Risk
15ITEM 4
Controls and Procedures
15PART II
OTHER INFORMATIONITEM 1
Legal Proceedings
17ITEM 1A
Risk Factors
17ITEM 2
Unregistered Sales of Equity Securities and Use of Proceeds
17ITEM 3
Defaults upon Senior Securities
17ITEM 4
(Removed and Reserved)
17ITEM 5
Other Information
17ITEM 6
Exhibits
17SIGNATURES

18























PART I    FINANCIAL INFORMATION





ITEM 1  Financial Statements


ROHAT RESOURCES, INC.


Balance Sheets





January 31, 2011


October 31, 2010(Unaudited)AssetsCurrent assetsCash and cash equivalents

$
-


$
-Total current assets

$
-


$
-Liabilities and Stockholders' DeficiencyCurrent liabilitiesLoan from director

$
-


$
15,395Loan from director


33,127



-Accounts payable and accrued liabilities


6,360



27,846Total current liabilities


39,487



43,241Stockholders’ DeficiencyPreferred stock $0.001 par value; 10,000,000 shares authorized; none issued


-



-Common stock $0.001 par value; 100,000,000 sharesAuthorized; 6,487,500 shares issued and outstanding for both periods


6,488



6,488Additional paid-in-capital


78,559



78,559Accumulated deficit


(124,534
)


(128,288
)Total stockholders' deficiency


(39,487
)


(43,241
)Total liabilities and stockholders’ deficiency

$
-


$
-See notes to financial statements

















1






















ROHAT RESOURCES, INC.


Statements of Operations


(Unaudited)





Three months ended


Three months endedJanuary 31, 2011


January 31, 2010Revenues

$
-


$
-Cost of sales


-



-Gross margin


-



-Operating Expense


-



-General and administrative expenses


37,097



1,665Operating loss


(37,097
)


(1,665
)Other income (expense)


-



-Gain on forgiveness of debt


40.851



-Income (Loss) before income tax expense


3,754



(1,665
)Income tax expense


-



-Net income (loss)

$
3,754


$
(1,665
)





Loss per share basic and diluted

$
0.001


$
(0.000)Weighted average number of common shares outstanding





basic and diluted


6,487,500



6,487,500





See notes to financial statements











2











ROHAT RESOURCES, INC.


Statements of Cash Flows


(Unaudited)








Three months


Three monthsended


endedJanuary 31, 2011


January 31, 2010Cash Flows from Operating ActivitiesNet income (loss)

$
3,754


$
(1,665
)Adjustments to reconcile net loss to net cashused in operating activitiesGain on forgiveness of debts


(40,851
)


-Changes in operating assets and liabilitiesAccounts payable and accrued liabilities


3,970



-Net cash used in operating activities


(33,127
)


(1,665
)Cash Flow from Financing ActivitiesLoan from director


33,127



1,665Net cash provided by financing activities


33,127



1,665Net increase (decrease) in cash and cash equivalents


-



-Cash and cash equivalents at beginning of period


-



-Cash and cash equivalents at end of period

$
-


$
-Supplemental Disclosures of Cash Flow InformationCash paid during the year for:Interest

$
-


$
-Income taxes

$
-


$
-





See notes to financial statements






3






ROHAT RESOURCES, INC.
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED JANUARY 31, 2011
 (Currency expressed in United States Dollars (“US$”))
 (Unaudited)






Note 1.
Nature and Continuance of Operations





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





Change in Control





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





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





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





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





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





The Company’s fiscal year end is October 31.





These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception resulting in an accumulated deficit of $124,534 as of January 31, 2011 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company acquiring a business and generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management intends to finance operating costs over the next twelve months with loans from our sole director and or private placement of common stock.





Note 2.
Summary of Significant Accounting Policies





Basis of Presentation





The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. All amounts are presented in U.S. dollars.











4







ROHAT RESOURCES, INC.
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED JANUARY 31, 2011
 (Currency expressed in United States Dollars (“US$”))
 (Unaudited)





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 a shell company.





Use of Estimates and Assumptions





The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.  Actual results could differ from those estimates.





Foreign Currency Translation





The financial statements are presented in United States dollars.  In accordance with Statement of Financial Accounting Standards No. 52 “Foreign Currency Translation,” foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Non-monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date.  Revenue and expenses are translated at average rates of exchange during the year.  Gains or losses resulting from foreign currency transactions are included in results of operations.





Fair Value of Financial Instruments





The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments.  Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest currency or credit risks arising from these financial instruments.





Income Taxes





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.





At January 31, 2010 a full-deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.





Basic and Diluted Loss Per Share





The Company computes loss per share in accordance with SFAS No. 128. “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period.  Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.





The Company has no potential dilutive instruments and, accordingly, basic loss and diluted loss per share are equal.





Stock based Compensation





In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payments,” which replaced SFAS No. 123, “Accounting for Stock-Based Compensation” and superseded APB Opinion No. 25, “Accounting for Stock Issued to Employees.”  In January 2005, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment,” which provides supplemental implementation guidance for SFAS No. 123R    SFAS No. 123R requires all share based payments to employees , including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award.  SFAS No. 123R was to be effective for interim or annual reporting periods beginning on or after June 15, 2005, but in April 2005, the SEC issued a rule that will permit most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reporting period as required by SFAS No. 123R.  The pro-forma disclosures previously permitted under SFAS No. 123R no longer will be an alternative to financial statement recognition.  Under SFAS No. 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation costs and the transition method to be used at date of adoption. The transition methods include prospective and retroactive adoption options.  Under the retroactive options, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented.  The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated.  The Company adopted the modified prospective approach of SFAS No 123R for the period ended October 31, 2009.  The Company did not record any compensation expense for the period ended January 31, 2011 because there were no stock options outstanding prior to, or at January 31, 2011.




5






ROHAT RESOURCES, INC.
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED JANUARY 31, 2011
 (Currency expressed in United States Dollars (“US$”))
 (Unaudited)


Reclassifications





Certain reclassifications have been made to the prior year’s financial statements to confirm to the current year presentation. These reclassifications had no effect on previously reported results of operations or retained earnings.





Recent Accounting Pronouncements





In May 2010, the FASB issued ASU 2010-19, Foreign Currency (Topic 830): Foreign Currency Issues: Multiple Foreign Currency Exchange Rates.  The amendments in this Update are effective as of the announcement date of March 18, 2010. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company.





In April 2010, the FASB issued ASU 2010-13, Compensation-Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task Force.  The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010.  Earlier application is permitted.  The Company does not expect the provisions of ASU 2010-13 to have a material effect on the financial position, results of operations or cash flows of the Company.





The FASB issued ASU 2010-17, Revenue Recognition - Milestone Method (Topic 605): Milestone Method of Revenue Recognition.  This ASU codifies the consensus reached in EITF Issue No. 08-9, “Milestone Method of Revenue Recognition.” The amendments to the Codification provide guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. Consideration that is contingent on achievement of a milestone in its entirety may be recognized as revenue in the period in which the milestone is achieved only if the milestone is judged to meet certain criteria to be considered substantive. Milestones should be considered substantive in their entirety and may not be bifurcated. An arrangement may contain both substantive and nonsubstantive milestones, and each milestone should be evaluated individually to determine if it is substantive.





ASU 2010-17 is effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity should apply 2010-17 retrospectively from the beginning of the year of adoption. Vendors may also elect to adopt the amendments in this ASU retrospectively for all prior periods. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company.





ASU 2010-18, Receivables (Topic 310): Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset, codifies the consensus reached in EITF Issue No. 09-I, “Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset.” The amendments to the Codification provide that modifications of loans that are accounted for within a pool under Subtopic 310-30 do not result in the removal of those loans from the pool even if the modification of those loans would otherwise be considered a troubled debt restructuring. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if expected cash flows for the pool change. ASU 2010-18 does not affect the accounting for loans under the scope of Subtopic 310-30 that are not accounted for within pools. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40.






6




ROHAT RESOURCES, INC.
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED JANUARY 31, 2011
 (Currency expressed in United States Dollars (“US$”))
 (Unaudited)


ASU 2010-18 is effective prospectively for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. Early application is permitted. Upon initial adoption of ASU 2010-18, an entity may make a one-time election to terminate accounting for loans as a pool under Subtopic 310-30. This election may be applied on a pool-by-pool basis and does not preclude an entity from applying pool accounting to subsequent acquisitions of loans with credit deterioration. The Company does not expect the provisions of ASU 2010-18 to have a material effect on the financial position, results of operations or cash flows of the Company.





In May 2010, the FASB issued ASU 2010-19, Foreign Currency (Topic 830): Foreign Currency Issues: Multiple Foreign Currency Exchange Rates.  The amendments in this Update are effective as of the announcement date of March 18, 2010. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company.





In March 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-11, which is included in the Codification under ASC 815.  This update clarifies the type of embedded credit derivative that is exempt from embedded derivative bifurcation requirements.  Only an embedded credit derivative that is related to the subordination of one financial instrument to another qualifies for the exemption.  This guidance became effective for the Company’s interim and annual reporting periods beginning January 1, 2010.  The adoption of this guidance did not have a material impact on the Company’s financial statements.





In February 2010, the FASB issued ASU No. 2010-09, which is included in the Codification under ASC 855, Subsequent Events (“ASC 855”).  This update removes the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated and became effective for interim and annual reporting periods beginning January 1, 2010.  The adoption of this guidance did not have a material impact on the Company’s financial statements.





In January 2010, the FASB issued ASU No. 2010-06, which is included in the Codification under ASC 820, Fair Value Measurements and Disclosures (“ASC 820”).  This update requires the disclosure of transfers between the observable input categories and activity in the unobservable input category for fair value measurements.  The guidance also requires disclosures about the inputs and valuation techniques used to measure fair value and became effective for interim and annual reporting periods beginning January 1, 2010.  The adoption of this guidance did not have a material impact on the Company’s financial statements.





The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company’s results of operations, financial position or cash flow.





As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.









7






ROHAT RESOURCES, INC.
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED JANUARY 31, 2011
 (Currency expressed in United States Dollars (“US$”))
 (Unaudited)




Note 3.
Common Stock Transactions





The Company is authorized to issue 100,000,000 shares of common stock and 10,000,000 shares of preferred stock, each with a par value of $.001 per share.  No other class of securities is authorized.





As of October 31, 2010, there were 6,487,500 shares of common stock issued and outstanding and no shares of preferred stock were issued and outstanding.





For the three-month periods ended January 31, 2011 and 2010, there were no shares of common, preferred stock, stock options or warrants issued.





Note 4.
Income Taxes





As of January 31, 2011, the Company had a net operating loss carry forwards of approximately $125,000 that may be available to reduce future years’ taxable income through 2028.  Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has not recorded a valuation allowance for the deferred tax asset relating to this tax loss carry forward.





Note 5.
Related Party Transactions





On March 5, 2009, John P. Hynes III, our former officer and former director, contributed $45,997 in additional capital in order to pay off the “Accounts Payable” and “Due to Related Parties” liabilities of the Company. At the same time, there was debt forgiveness of $15,938 by two of the creditors and therefore the total outstanding Company liability of $61, 935 has been reduced to zero.





On September 13, 2008, John P. Hynes III, our former president, acquired from Delara Hussaini and Angela Hussaini, 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, Mr. Hynes sold to Grand Destiny Investments Limited, or Grand Destiny, an aggregate of 4,000,000 shares of the common stock of the Company for $200,000, representing approximately 61.65% of the Company’s issued and outstanding common stock.  In connection with the sale, 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.  The Company also sold for $1.00, 100% of the issued and outstanding shares of Greenview Power Inc. (the Company’s wholly owned subsidiary) to Mr. Hynes.





While the Company was seeking additional funds, Wan Keung Chak, a former director of the Company and a company related to the director, had loaned monies to pay for certain expenses incurred. These loans were interest free and there was no specific time for repayment. The balance due the director as of October 31, 2010 was $15,395. During the three month period ending January 31, 2011, the former director agreed to forgive his loan. During the period ended January 31, 2011, Manson Business and Finance Advisory Company Ltd., a company in which Wan Keung Chak is a director, agreed to assume the Company’s liabilities due to third parties amounting to $26,021 and waived its rights to receive payment of such liabilities from the Company. As of January 31, 2011, Manson had settled on-behalf of the Company a total of $25,456 towards such liabilities.





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.






8




ROHAT RESOURCES, INC.
 NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED JANUARY 31, 2011
 (Currency expressed in United States Dollars (“US$”))
 (Unaudited)


Note 5.
Related Party Transactions, Continued





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, our President, Chief Executive Officer, Chief Financial Officer, Secretary and the sole member of our Board of Directors, 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.  On the same day, 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.





During the three-month period ended January 31, 2011, Kok Cheang Lim, the sole officer and director of the Company has loaned monies to pay for certain expenses incurred. These loan(s) are interest free and there is no specific time for repayment. The balance due to the director as of January 31, 2011 is $33,127.





Note 6.
Subsequent Events





The Company has evaluated events subsequent to January 31, 2011 to assess the need for potential recognition or disclosure in this report.  Such events were evaluated through the date these financial statements were issued.  Based upon this evaluation, it was determined that no subsequent events occurred that require recognition or disclosure in the financial statements.











9








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





Forward-looking statements





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





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, 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.








10







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





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





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 the three month periods ended January 31, 2011 and 2010





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





General and administrative expenses.General and administrative expenses were $37,097 for the three month period ended January 31, 2011, an increase of $35,432 or 2128% compared to operating expenses of $1,665 for the same period ended January 31, 2010.  The increase in general and administrative expenses is attributable to increases in professional fees, transfer agent and general administrative costs.





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 Income (Loss).Our net income was $3,754 for the three months period ended January 31, 2011 as compared to a net loss of $1,665 for the same period ended January 31, 2010.  This net income was primarily due to gain on forgiveness of debts by a former director’s loans of $15,395 and a company related to him agreed to assume the Company’s liabilities due to third parties amounting to $25,456 and waived its rights to receive payment of such liabilities from the Company, totaling $40,851.





Liquidity and Capital Resources





Sources of Liquidity.  Our current liabilities were $39,487 as of January 31, 2011 compared to $43,241 as of October 31, 2010.





Net Cash Used In Operating Activities.  Net cash used in operating activities was $33,127, which includes gain on forgiveness of debt of $40,851 and change in accounts payable of $3,970 for the three month period ended January 31, 2011, as compared to $1,665 for the same period ended January 31, 2010.





Net Cash Used in Investing Activities. There was no cash used in investing activities for both the years ended January 31, 2011 and  January 31, 2010.





Net Cash Provided By Financing Activities.  Net cash provided by financing activities was $33,127 for the three month period ended January 31, 2011, consisting of proceeds from loans from director for payments made to third parties on behalf of the Company, as compared to $1,665 for the same period ended January 31, 2010.








11







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





The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. All amounts are presented in U.S. dollars.





Use of Estimates and Assumptions





The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.  Actual results could differ from those estimates.





Foreign Currency Translation





The financial statements are presented in United States dollars.  In accordance with Statement of Financial Accounting Standards No. 52 “Foreign Currency Translation,” (ASC Topic 830) foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date.  Revenue and expenses are translated at average rates of exchange during the year.  Gains or losses resulting from foreign currency transactions are included in results of operations.





Fair Value of Financial Instruments





The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments.  Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest currency or credit risks arising from these financial instruments.





Income Taxes





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.







12









At January 31, 2011, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded because of uncertainties about the utilization of net operating loss carryovers.





Basic and Diluted Loss per Share





The Company computes loss per share in accordance with SFAS No. 128, “Earnings per Share” (ASC Topic 260), which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period.  Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.





The Company has no potential dilutive instruments and, accordingly, basic loss and diluted loss per share are equal.





Stock based Compensation





In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payments” (ASC Topic 718), which replaced SFAS No. 123, “Accounting for Stock-Based Compensation” and superseded APB Opinion No. 25, “Accounting for Stock Issued to Employees.”  In January 2005, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment” (ASC Topic 718), which provides supplemental implementation guidance for SFAS No. 123R    SFAS No. 123R requires all share based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award.  SFAS No. 123R was to be effective for interim or annual reporting periods beginning on or after June 15, 2005, but in April 2005, the SEC issued a rule that will permit most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reporting period as required by SFAS No. 123R.  The pro-forma disclosures previously permitted under SFAS No. 123R no longer will be an alternative to financial statement recognition.  Under SFAS No. 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation costs and the transition method to be used at date of adoption.





The transition methods include prospective and retroactive adoption options.  Under the retroactive options, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented.  The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated.  The Company adopted the modified prospective approach of SFAS No 123R for the period ended January 31, 2011.  The Company did not record any compensation expense for the period ended January 31, 2011 because there were no stock options outstanding prior to, or at January 31, 2011.





Recent Accounting Pronouncements





In May 2010, the FASB issued ASU 2010-19, Foreign Currency (Topic 830): Foreign Currency Issues: Multiple Foreign Currency Exchange Rates.  The amendments in this Update are effective as of the announcement date of March 18, 2010. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company.





In April 2010, the FASB issued ASU 2010-13, Compensation-Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task Force.  The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010.  Earlier application is permitted.  The Company does not expect the provisions of ASU 2010-13 to have a material effect on the financial position, results of operations or cash flows of the Company.










13







The FASB issued ASU 2010-17, Revenue Recognition - Milestone Method (Topic 605): Milestone Method of Revenue Recognition.  This ASU codifies the consensus reached in EITF Issue No. 08-9, “Milestone Method of Revenue Recognition.” The amendments to the Codification provide guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. Consideration that is contingent on achievement of a milestone in its entirety may be recognized as revenue in the period in which the milestone is achieved only if the milestone is judged to meet certain criteria to be considered substantive. Milestones should be considered substantive in their entirety and may not be bifurcated. An arrangement may contain both substantive and nonsubstantive milestones, and each milestone should be evaluated individually to determine if it is substantive.





ASU 2010-17 is effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity should apply 2010-17 retrospectively from the beginning of the year of adoption. Vendors may also elect to adopt the amendments in this ASU retrospectively for all prior periods. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company





ASU 2010-18, Receivables (Topic 310): Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset, codifies the consensus reached in EITF Issue No. 09-I, “Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset.” The amendments to the Codification provide that modifications of loans that are accounted for within a pool under Subtopic 310-30 do not result in the removal of those loans from the pool even if the modification of those loans would otherwise be considered a troubled debt restructuring. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if expected cash flows for the pool change. ASU 2010-18 does not affect the accounting for loans under the scope of Subtopic 310-30 that are not accounted for within pools. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40.





ASU 2010-18 is effective prospectively for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. Early application is permitted. Upon initial adoption of ASU 2010-18, an entity may make a one-time election to terminate accounting for loans as a pool under Subtopic 310-30. This election may be applied on a pool-by-pool basis and does not preclude an entity from applying pool accounting to subsequent acquisitions of loans with credit deterioration. The Company does not expect the provisions of ASU 2010-18 to have a material effect on the financial position, results of operations or cash flows of the Company.





In May 2010, the FASB issued ASU 2010-19, Foreign Currency (Topic 830): Foreign Currency Issues: Multiple Foreign Currency Exchange Rates.  The amendments in this Update are effective as of the announcement date of March 18, 2010. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company.








In March 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-11, which is included in the Codification under ASC 815.  This update clarifies the type of embedded credit derivative that is exempt from embedded derivative bifurcation requirements.  Only an embedded credit derivative that is related to the subordination of one financial instrument to another qualifies for the exemption.  This guidance became effective for the Company’s interim and annual reporting periods beginning January 1, 2010.  The adoption of this guidance did not have a material impact on the Company’s financial statements.





In February 2010, the FASB issued ASU No. 2010-09, which is included in the Codification under ASC 855, Subsequent Events (“ASC 855”).  This update removes the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated and became effective for interim and annual reporting periods beginning January 1, 2010.  The adoption of this guidance did not have a material impact on the Company’s financial statements.





In January 2010, the FASB issued ASU No. 2010-06, which is included in the Codification under ASC 820, Fair Value Measurements and Disclosures (“ASC 820”).  This update requires the disclosure of transfers between the observable input categories and activity in the unobservable input category for fair value measurements.  The guidance also requires disclosures about the inputs and valuation techniques used to measure fair value and became effective for interim and annual reporting periods beginning January 1, 2010.  The adoption of this guidance did not have a material impact on the Company’s financial statements.








14







Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.




The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company’s results of operations, financial position or cash flow.  As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.





ITEM 3                   Quantitative and Qualitative Disclosures about Market Risk





Not applicable.





ITEM 4                   Controls and Procedures





Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures





As of the end of the period covered by this periodic report, our sole officer and director performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.  Based on the evaluation and the identification of the material weaknesses in internal control over financial reporting described below, our sole officer and director concluded that, as of January 31, 2011, the Company's disclosure controls and procedures were not effective.





There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to January 31, 2011.





Because of its inherent limitations, our disclosure controls and procedures may not prevent or detect misstatements.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.





Report of Management on Internal Control Over Financial Reporting





Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13-a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effectuated 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 U.S. generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.





Our sole officer and director has conducted an assessment of our internal control over financial reporting as of January 31, 2011.  Management's assessment of internal control over financial reporting was conducted using the criteria in Internal Control over Financial Reporting - Guidance for Smaller Public Companies issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").










15





A material weakness is a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.  In connection with management's assessment of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002, we identified the following material weaknesses in our internal control over financial reporting as of January 31, 2011:





1.   The Company has not established adequate financial reporting monitoring activities to mitigate the risk of management override.  Specifically there is a lack of segregation of duties as there are no employees and only one officer and director with management functions.  Although our controls are not effective, these significant weaknesses did not result in any material misstatements in our financial statements.





2.   There is insufficient oversight of accounting principles implementation and insufficient oversight of external audit functions.





3.   There is a strong reliance on the external auditors to review and adjust the annual and quarterly financial statements, to monitor new accounting principles, and to ensure compliance with GAAP and SEC disclosure requirements.





4.   There is a strong reliance on the external attorneys to review and edit the annual and quarterly filings and to ensure compliance with SEC disclosure requirements.





Because of the material weaknesses noted above, management has concluded that we did not maintain effective internal control over financial reporting as of January 31, 2011, based on Internal Control over Financial Reporting - Guidance for Smaller Public Companies issued by COSO.





Remediation of Material Weaknesses in Internal Control over Financial Reporting





As a small business without a viable business and revenues, the Company does not have the resources to engage a dedicated staff with deep expertise in all facets of SEC disclosure and GAAP compliance.  As is the case with many small businesses, the Company will continue to work with its external auditors and attorneys as it relates to new accounting principles and changes to SEC disclosure requirements. The Company has found that this approach has worked well in the past and believes it to be the most cost effective solution available for the foreseeable future.





The Company also does not have the resources to engage sufficient staff to ensure a complete segregation of responsibilities within the accounting function.  The Company management currently reviews the Company’s financial statements on a monthly basis, and the Company's external auditor conducts reviews on a quarterly basis.  As resources permit, the Company intends to conduct a review of existing sign-off and review procedures and document control protocols for critical accounting spreadsheets and increase management's review of key financial documents and records. The Company believes that these actions, in addition to the improvements identified above, will minimize any risk of a potential material misstatement occurring.





Changes in Internal Control over Financial Reporting





There were no changes in our internal control over financial reporting during the last fiscal quarter ended October 31, 2010 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





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











16






PART II OTHER INFORMATION













ITEM 1                   Legal Proceedings




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








ITEM 1A                Risk Factors





Not applicable.





ITEM 2                   Unregistered Sales of Equity Securities and Use of Proceeds





Not applicable.





ITEM 3                   Defaults upon Senior Securities





None.








ITEM 4                   (Removed and Reserved)











ITEM 5                   Other Information





None.





ITEM 6                   Exhibits





Exhibit No.

Name of Exhibit3.1

Articles of Incorporation (1)3.2

Bylaws (1)4.1

Form of common stock certificate (1)10.1

Common Stock Purchase Agreement by and among Grand Destiny Investments Limited, John P. Hynes III and Rohat Resources, Inc. (2)10.2

Share Sale Agreement, dated October 12, 2010, by and among Lim Kok Cheang, Ong Kok Meng, Law Mei Yeng, Ng Wei Yee and Tay Chee Seong, as Purchasers on the one hand, and Intrepid Capital LLC, Gulf Asset Management LLC, Ho Lam Cheong and Ling Macadam, as Sellers, on the other hand (3)31.1

Certification of Chief Executive Officer and Principal Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*32.1

Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*


*  Filed herewith.


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


(2) Incorporated herein by reference from the Company’s 8-K filed with the Securities and Exchange and Commission on March 13, 2009.


(3) Incorporated by reference from Exhibit 10.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on January 18, 2011.









17







SIGNATURES





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








ROHAT RESOURCES, INC.By:
/s/Kok Cheang LimKok Cheang LimPresident, Chief Executive Officer andChief Financial OfficerDate: March 14, 2011