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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
 
 
(Mark One)
x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2012
 
or

o  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: 000-53875

BAMA BIOTECH, INC.
(Exact name of registrant as specified in its charter)
 
 Nevada
 
  27-3492854
(State or other jurisdiction of incorporation or organization)
 
 (I.R.S. Employer Identification No.)
     
No.29, 448 Minzu Road,
Bama County, Bama Yaozu Autonomous County,
Guangxi Province, China
 
N/A
 (Address of principal executive offices)
 
(Zip Code)

86-778-621-1529
(Registrant’s telephone number, including area code)
 
N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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). Yes x      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.

Large accelerated filer o                                                                                                Accelerated filer  o
Non-accelerated filer  o (Do not check if a smaller reporting company)               Smaller reporting company  x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x No o

As of July 13, 2012, there were 100,000 shares of Common Stock, par value $0.001 per share, outstanding.
 
 
 

 
 
BAMA BIOTECH, INC.

QUARTERLY REPORT ON FORM 10-Q
May 31, 2012

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION
 
   
PAGE
Item 1.
Financial Statements
1
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
11
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
14
Item 4.
Controls and Procedures
15
   
PART II - OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
15
Item 1A.
Risk Factors
15
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
15
Item 3.
Defaults Upon Senior Securities
15
Item 4.
Mine Safety Disclosure
15
Item 5.
Other Information
15
Item 6.
Exhibits
16
   
SIGNATURES
17
 
 
 

 
 
PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements.
 
 
BAMA BIOTECH, INC.
(f/k/a EMERGING GROWTH ACQUISITIONS I, INC.)
(A DEVELOPMENT STAGE COMPANY)



CONTENTS

PAGE
1
CONDENSED BALANCE SHEETS AS OF MAY 31, 2012, (UNAUDITED) AND AS OF AUGUST 31, 2011
     
PAGE
2
CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2012 AND 2011 AND FOR THE PERIOD FROM JULY 19, 2010 (INCEPTION) TO MAY 31, 2012 (UNAUDITED)
     
PAGE
3
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM JULY 19, 2010 (INCEPTION) TO MAY 31, 2012 (UNAUDITED)
     
PAGE
4
CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED MAY 31, 2012 AND 2011 AND FOR THE PERIOD FROM JULY 19, 2010 (INCEPTION) TO MAY 31, 2012 (UNAUDITED)
     
PAGES
5 - 10
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
     
 
 
 

 
 
Bama Biotech, Inc.
(f/k/a Emerging Growth Acquisitions I, Inc.)
(A Development Stage Company)
Condensed Balance Sheets
   
   
   
             
ASSETS
   
May 31, 2012
   
August 31, 2011
 
   
(Unaudited)
       
             
Total Assets
  $ -     $ -  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                 
Current Liabilities
               
  Accounts Payable
  $ 300     $ 10,755  
  Note Payable
    3,125       -  
  Note Payable - Related Party
    -       5,300  
Total  Liabilities
    3,425       16,055  
                 
Commitments and Contingencies
    -       -  
                 
Stockholders' Deficiency
               
  Preferred stock, $0.001 par value; 500,000,000 shares authorized,
               
    none issued  and outstanding
  $ -     $ -  
  Common stock, $0.001 par value; 1,000,000,000 shares authorized, 100,000 shares and 100,000 shares
               
    issued and outstanding, respectively
    100       100  
  Additional paid-in capital
    64,207       29,211  
  Deficit accumulated during the development stage
    (67,732 )     (45,366 )
Total Stockholders' Deficiency
    (3,425 )     (16,055 )
                 
Total Liabilities and Stockholders' Deficiency
  $ -     $ -  
                 
 
See accompanying notes to condensed unaudited financials statements
 
1

 
 
Bama Biotech, Inc.
 
(f/k/a Emerging Growth Acquisitions I, Inc.)
 
(A Development Stage Company)
 
Condensed Statements of Operations
 
(Unaudited)
 
   
   
                               
   
For the Three Months Ended
   
For the Nine Months Ended
   
For the period from July 19, 2010(Inception) to
 
   
May 31, 2012
   
May 31, 2011
   
May 31, 2012
   
May 31, 2011
   
May 31, 2012
 
Operating Expenses
                             
Professional fees
  $ 12,200     $ 2,182     $ 13,100     $ 9,995     $ 24,833  
General and administrative
    6,936       7,500       20,036       22,724       53,458  
Vendor settlement
    (10,966 )     -       (10,966 )     -       (10,966 )
Total Operating Expenses
    8,170       9,682       22,170       32,719       67,325  
                                         
Loss from Operations
    (8,170 )     (9,682 )     (22,170 )     (32,719 )     (67,325 )
                                         
Other Income/(Expense)
                                       
Interest expense
    (37 )     (80 )     (196 )     (128 )     (407 )
                                         
Total Other Income/(Expense)
    (37 )     (80 )     (196 )     (128 )     (407 )
                                         
LOSS FROM OPERATIONS BEFORE INCOME TAXES
    (8,207 )     (9,762 )     (22,366 )     (32,847 )     (67,732 )
                                         
Provision for Income Taxes
    -       -       -       -       -  
                                         
NET LOSS
  $ (8,207 )   $ (9,762 )   $ (22,366 )   $ (32,847 )   $ (67,732 )
                                         
Net Loss Per Share  - Basic and Diluted
  $ (0.08 )   $ (0.10 )   $ (0.22 )   $ (0.33 )        
                                         
Weighted average number of shares outstanding
    100,000       100,000       100,000       100,000          
  during the period - Basic and Diluted
                                       
                                         
 
See accompanying notes to condensed unaudited financials statements
 
2

 
 
Bama Biotech, Inc.
 
(f/k/a Emerging Growth Acquisitions I, Inc.)
 
(A Development Stage Company)
 
Condensed Statement of Changes in Stockholders' Deficiency
 
For the period from July 19, 2010 (Inception) to May 31, 2012
 
(Unaudited)
 
                                           
                                           
                                           
                                 
Deficit
       
   
Preferred stock
   
Common stock
   
Additional
   
accumulated during the
   
Total
 
                           
paid-in
   
development
   
Stockholders'
 
   
Shares
   
Amount
   
Shares
   
Amount
   
capital
   
stage
   
Deficiency
 
                                           
Balance July 19, 2010
    -     $ -       -     $ -     $ -     $ -     $ -  
                                                         
Common stock issued for services to founders ($0.001 per share)
    -       -       100,000       100       -       -       100  
                                                         
In kind contribution of services
    -       -       -       -       3,000       -       3,000  
                                                         
In kind contribution of interest
    -       -       -       -       3       -       3  
                                                         
Net loss for the period July 19, 2010 (Inception) to August 31, 2010
    -       -       -       -       -       (3,828 )     (3,828 )
                                                         
Balance, August 31, 2010
    -       -       100,000       100       3,003       (3,828 )     (725 )
                                                         
In kind contribution of services
    -       -       -       -       26,000       -       26,000  
                                                         
In kind contribution of interest
    -       -       -       -       208       -       208  
                                                         
Net loss for the year ended August 31, 2011
    -       -       -       -       -       (41,538 )     (41,538 )
                                                         
Balance,  August 31, 2011
    -       -       100,000       100       29,211       (45,366 )     (16,055 )
                                                         
In kind contribution of services
    -       -       -       -       15,800       -       15,800  
                                                         
In kind contribution of interest
    -       -       -       -       196       -       196  
                                                         
Loans forgiven by principal stockholders
    -       -       -       -       7,750       -       7,750  
                                                         
Payment of accounts payable by a related party on Company's behalf
    -       -       -       -       11,250       -       11,250  
                                                         
Net loss for the nine months ended May 31, 2012
    -       -       -       -       -       (22,366 )     (22,366 )
                                                         
Balance,  May 31, 2012
    -     $ -       100,000     $ 100     $ 64,207     $ (67,732 )   $ (3,425 )
 
See accompanying notes to condensed unaudited financials statements
 
3

 
 
Bama Biotech, Inc.
 
(f/k/a Emerging Growth Acquisitions I, Inc.)
 
(A Development Stage Company)
 
Condensed Statements of Cash Flows
 
(Unaudited)
 
                   
   
For the Nine Months Ended
   
For the period from July 19, 2010(Inception) to
 
   
May 31, 2012
   
May 31, 2011
   
May 31, 2012
 
Cash Flows Used in Operating Activities:
                 
Net Loss
  $ (22,366 )   $ (32,847 )   $ (67,732 )
  Adjustments to reconcile net loss to net cash used in operations
                       
    In-kind contribution of services
    15,800       19,500       44,800  
    In-kind contribution of interest
    196       128       407  
    Shares issued to founder for services
    -       -       100  
  Changes in operating assets and liabilities:
                       
    Increase in accounts payable and accrued expenses
    (10,455 )     8,644       300  
Net Cash Used In Operating Activities
    (16,825 )     (4,575 )     (22,125 )
                         
Cash Flows From Financing Activities:
                       
Contribution of capital by principal stockholder
    11,250       -       11,250  
Proceeds from note payable
    3,125       -       3,125  
Proceeds from note payable- Related party
    2,450       4,575       7,750  
Net Cash Provided by Financing Activities
    16,825       4,575       22,125  
                         
Net Increase in Cash
    -       -       -  
                         
Cash at Beginning of Period
    -       -       -  
                         
Cash at End of Period
  $ -     $ -     $ -  
                         
Supplemental disclosure of cash flow information:
                       
                         
Cash paid for interest
  $ -     $ -     $ -  
Cash paid for taxes
  $ -     $ -     $ -  
                         
Supplemental disclosure of non-cash investing and financing activities:
                       
                         
On April 5, 2012, the Company's former principal stockholder forgave loans of $7,750 upon completion of the change in control.  The forgiven loans were treated as contribution to additional paid in capital.
                       
 
See accompanying notes to condensed unaudited financials statements
 
4

 
BAMA BIOTECH, INC.
(f/k/a EMERGING GROWTH ACQUISITIONS I, INC.)
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF MAY 31, 2012
(UNAUDITED)

NOTE 1            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation.

Bama Biotech, Inc. (a development stage company) (the "Company") was incorporated under the laws of the State of Nevada on July 19, 2010 under the name of Emerging Growth Acquisitions I, Inc.  The Company was formed to provide business services and financing to emerging growth entities.

On April 10, 2012, the Company amended its articles of incorporation to change its name to Bama Biotech, Inc.

Activities during the development stage include developing the business plan and raising capital.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information.  Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.
 
It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statements presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year

(B) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period.  Significant estimates include the valuation of deferred taxes assets and the valuation of in kind contribution of services and interest.  Actual results could differ from those estimates.

(C) Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.  At May 31, 2012 and August 31, 2011, the Company had no cash equivalents.
 
 
5

 
BAMA BIOTECH, INC.
(f/k/a EMERGING GROWTH ACQUISITIONS I, INC.)
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF MAY 31, 2012
(UNAUDITED)

 
(D) Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC No. 260, “Earnings Per Share.”  As of May 31, 2012 and 2011 there were no common share equivalents outstanding.

(E) Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”).  Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carryingamounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
 
(F) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(G) Revenue Recognition

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

(H) Recent Accounting Pronouncements
 
In December 2011, FASB issued Accounting Standards Update 2011-11, Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1,2013. The update only requires additional disclosures, as such, we do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition.
 
 
6

 
BAMA BIOTECH, INC.
(f/k/a EMERGING GROWTH ACQUISITIONS I, INC.)
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF MAY 31, 2012
(UNAUDITED)

 
NOTE 2             STOCKHOLDERS’ EQUITY

(A) In-Kind Contribution

For the three months ended May 31, 2012, a shareholder of the Company contributed services having a fair value of $300 (See Note 5).

For the nine months ended May 31, 2012, the former controlling stockholders of the Company contributed services having a fair value of $15,500 (See Note 5).  The fair value of the services was based on the estimate contributed by the shareholders. The value of services contributed by the former shareholders is included in operating expenses. This amount represents the fair value assigned to general and administrative services provided by the shareholders to handle the day to day responsibilities of the Company, as well as various filing fees.

For the nine months ended May 31, 2012, the Company recorded $196 of imputed interest related to shareholder loan payable as an in-kind contribution (See Note 5).

For the year ended August 31, 2011, shareholders of the Company contributed services having a fair value of $26,000 (See Note 5).  The fair value of the services was based on the estimate contributed by the shareholders. The $26,000 of services contributed by the shareholders is included in operating expenses. This amount represents the fair value assigned to general and administrative services provided by the shareholders to handle the day to day responsibilities of the Company, as well as various filing fees.

For the year ended August 31, 2011, the Company recorded $208 of imputed interest related to shareholder loan payable as an in-kind contribution (See Note 5).

For the period ended August 31, 2010, shareholders of the Company contributed services having a fair value of $3,000 (See Note 5).  The fair value of the services was based on the estimate contributed by the shareholders.  The $3,000 of services contributed by the shareholders is included in operating expenses.  This amount represents the fair value assigned to general and administrative services provided by the shareholders to handle the day to day responsibilities of the Company, as well as various filing fees.

For the period ended August 31, 2010, the Company recorded $3 of imputed interest related to shareholder loan payable as an in-kind contribution (See Note 5).
 
 
7

 
BAMA BIOTECH, INC.
(f/k/a EMERGING GROWTH ACQUISITIONS I, INC.)
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF MAY 31, 2012
(UNAUDITED)


(B) Stock Issued for Services

On July 19, 2010, the Company issued 50,000 shares of common stock to its co-founder and Chief Financial Officer having a fair value of $50 ($0.001/share) in exchange for services provided (See Note 5).

On July 19, 2010, the Company issued 50,000 shares of common stock to a co-founder having a fair value of $50 ($0.001/share) in exchange for services provided (See Note 5).
 
(C) Amendment to Articles of Incorporation

On April 10, 2012, the Company amended its Articles of Incorporation to change its name to Bama Biotech, Inc.  Effective the same date, the Company's authorized capital was changed from 100,000,000 of common shares $0.001 par value to 1,000,000,000 common shares and from 10,000,000 of preferred shares $0.001 par value to 500,000,000 preferred shares authorized.

(D) Expenses paid on Company’s’ behalf

During the nine months ended May 31, 2012, the former controlling stockholders (prior to the Purchase Agreement) paid $11,250 of accounts payable and forgave a related party note payable of $7,750 on the Company’s behalf, The $19,000 was recorded as an in kind contribution of capital (See Notes 3 and 5).
 
NOTE 3             NOTE PAYABLE – RELATED PARTY

During the nine months ended May 31, 2012, the former controlling stockholders forgave loans of $7,750 and this was recorded by the Company as contributed capital (See Notes 2D and 3).

On April 2, 2012 the Company received $2,450 from a former principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing, unsecured and is due on demand (See Note 5).
 
On February 8, 2011, the Company received $3,825 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing, unsecured and is due on demand (See Note 5).

On November 5, 2010, the Company received $750 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing, unsecured and is due on demand (See Note 5).

On August 31, 2010, the Company received $725 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing, unsecured and is due on demand (See Note 5).
 
 
8

 
BAMA BIOTECH, INC.
(f/k/a EMERGING GROWTH ACQUISITIONS I, INC.)
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF MAY 31, 2012
(UNAUDITED)

 
NOTE 4             NOTE PAYABLE

During the nine months ended May 31, 2012, an unrelated party paid expenses of $3,125 on behalf of the Company in exchange for a non-interest bearing note. The note is due on demand and unsecured and as of May 31, 2012, $3,125 was due.
 
NOTE 5             RELATED PARTY TRANSACTIONS

For the three months ended May 31, 2012, a shareholder of the Company contributed services having a fair value of $300 (See Note 2(A)).

For the nine months ended May 31, 2012, the former controlling stockholders of the Company contributed services having a fair value of $15,500 (See Note 2(A)).
 
For the nine months ended May 31, 2012, the Company recorded $196 of imputed interest related to shareholder loan payable as an in-kind contribution (See Note 2 (A)).

During the nine months ended May 31, 2012, the former controlling stockholders (prior to the Purchase Agreement) forgave loans of $7,750 and this was recorded by the Company as contributed capital. (See Notes 2(D) and 3)

On April 2, 2012 the Company received $2,450 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing, unsecured and is due on demand (See Notes 2(A) and 3).

For the year ended August 31, 2011, shareholders of the Company contributed services having a fair value of $26,000 (See Notes 2(A) and 5).

For the period ended August 31, 2010, shareholders of the Company contributed services having a fair value of $3,000 (See Note 2(A)).
 
For the year ended August 31, 2011, the Company recorded $208 of imputed interest related to shareholder loan payable as an in-kind contribution (See Note 2(A)).

For the period ended August 31, 2010, the Company recorded $3 of imputed interest related to shareholder loans payable as an in-kind contribution (See Note 2(A)).
 
 
9

 
BAMA BIOTECH, INC.
(f/k/a EMERGING GROWTH ACQUISITIONS I, INC.)
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF MAY 31, 2012
(UNAUDITED)

 
On July 19, 2010, the Company issued 50,000 shares of common stock to its co -founder  and Chief Financial Officer having a fair value of $50 ($0.001/share) in exchange for services and cash provided (See Note 2 (B)).

On July 19, 2010, the Company issued 50,000 shares of common stock to a co -founder  having a fair value of $50 ($0.001/share) in exchange for services and cash provided (See Note 2 (B)).

On February 8, 2011, the Company received $3,825 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing, unsecured and is due on demand (See Note 3).

On November 5, 2010, the Company received $750 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing, unsecured and is due on demand (See Note 3).

On August 31, 2010, the Company received $725 from the principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing, unsecured and is due on demand (See Note 3).

NOTE 6             GOING CONCERN

As reflected in the accompanying unaudited condensed financial statements, the Company is in the development stage with minimal operations, used cash in operations of $22,125 from inception and has a net loss since inception of $67,732. There is also a working capital and stockholders’ deficiency of $3,425.  This raises substantial doubt about its ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital through shareholder loans and implement its business plan.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

NOTE 7             SUBSEQUENT EVENT

Subsequent to May 31, 2012, an unrelated party paid expenses of $600 on behalf of the Company in exchange for a non-interest bearing note. The note is due on demand and unsecured.
 
 
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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Cautionary Notice Regarding Forward Looking Statements
 
The information contained in Item 2 contains 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. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.
 
This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements 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 future events or circumstances.
 
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. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in our Annual Report on Form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
 
Overview

History
 
Bama Biotech, Inc. (the “Company”) was incorporated as Emerging Growth Acquisitions I, Inc. in the State of Nevada on July 19, 2010 (“Inception”) by Amit Tandon and Anjay Tandon as a vehicle to pursue a business combination.  The Company had no operations and was considered a “blank check” company.
 
On April 5, 2012, the Company, and its founders, Amit Tandon and Ajay Tandon signed a purchase agreement (the “Purchase Agreement”) with Shuairui Qiu (“Qiu”), whereby Qiu purchased 100,000 shares of the Company’s common stock, which then represented, and still represents, 100% of the issued and outstanding shares of common stock of the Company for $20,000 (the “Purchase Price”). The Purchase Price was transferred to Amit Tandon and Ajay Tandon on April 6, 2012.

Concurrently with the closing of the Stock Purchase Agreement, Amit Tandon submitted to the Company a resignation letter pursuant to which he resigned from his positions as the Company’s President, CEO, CFO and Director of the Company. The Company’s Board of Directors (the “Board”) appointed Shuairui Qiu as the Company’s President, CEO, CFO and sole Director.

The Company was a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act) immediately before the change of control pursuant to the Purchase Agreement and remains one after as well, as the business of the Company remained the same. 

On April 10, 2012, the Company filed a Certificate of Amendment to its Articles of Incorporation to change its name from “Emerging Growth Acquisitions I, Inc.” to “Bama Biotech, Inc.” and to increase the authorized shares of common stock of the Company from 100,000,000 to 1,000,000,000 and the preferred shares of the Company from 10,000,000 to 500,000,000. The Amendment was effective as of April 10, 2012.

Business Activities
 
The Company, based on proposed business activities, is a "blank check" company. The SEC defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does 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. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.
 
 
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The Company was organized as, and remains, a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
 
The analysis of new business opportunities will be undertaken by or under the supervision of Qiu. As of this date the Company has not entered into any definitive agreement with any party, other than the Purchase Agreement, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company. The Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Company will consider the following kinds of factors:
 
(a)  Potential for growth, indicated by new technology, anticipated market expansion or new products;
 
(b) 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;
 
(c)  Strength and diversity of management, either in place or scheduled for recruitment;
 
(d)  Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
 
(e)  The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;
 
(f)  The extent to which the business opportunity can be advanced;
 
(g)  The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and

(h)  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 the Company's limited capital available for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

Form of Acquisition

The manner in which the Company participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Company and the promoters of the opportunity, and the relative negotiating strength of the Company and such promoters.  We do not intend to solicit prospective investors for any transaction. We will rely on word of mouth to locate potential merger candidates.
 
It is likely that the Company will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Company prior to such reorganization.
 
 
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The present stockholder of the Company will likely not have control of a majority of the voting securities of the Company following a reorganization transaction. As part of such a transaction, the Company's director may resign and one or more new directors may be appointed without any vote by other stockholders, if there are any.
 
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. Our sole officer and director, Shuairui Qiu, has agreed not to be compensated as he seeks business combinations. We anticipate providing limited compensation to our affiliate(s), approximately between 5% and 10% of any funds received, including amounts paid for reimbursement for services rendered, post-transaction employment, capital advances, and expenses incurred by our affiliates as we seek a business combination. However, at this time there is no written agreement to provide compensation to any of our affiliate(s).
 
We presently have no employees apart from our management. Our officer and director is engaged in outside business activities and anticipates that he will devote to our business very limited time until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

Results of Operations

For the three and nine months ended May 31, 2012 and 2011, respectively

Revenues

We had no revenues for the three and nine months period ended May 31, 2012, respectively.  We are in the development stage and no revenue activities have begun yet.

Operating expenses

We incurred $8,170 and $22,170 in operating expenses, including professional fees and general administrative costs, during the three and nine month period ending May 31, 2012, respectively.  We incurred $9,682 and $32,719 in operating expenses, including professional fees and general administrative costs, during the three and nine month period ending May 31, 2011, respectively.

Net Loss

Our operating results have recognized a loss in the amount of $8,207 and $22,366 for the three and nine months ended May 31, 2012, respectively. Our operating results have recognized a loss in the amount of $9,762 and $32,847 for the three and nine months ended May 31, 2011, respectively.

Liquidity and Capital Resources

As of May 31, 2012 the Company has no cash on hand.  The Company does not have enough cash to continue operations for the next twelve months.

Cash used in operating activities and provided by financing activities was $16,825 for the nine month period ended May 31, 2012.
 
We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid for by Shuairui Qiu, our sole officer and director. We currently have no written contractual agreements in place with Ms. Qui to provide such funding.

 
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Off-Balance Sheet Arrangements
 
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).
 
Going Concern

As reflected in the accompanying unaudited condensed financial statements, the Company is in the development stage with minimal operations, used cash in operations of $22,125 from inception and has a net loss since inception of $67,732. There is also a working capital and stockholders’ deficiency of $3,425. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital through shareholder loans and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.  Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
 
Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies.  In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application.

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”).  Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of operations, financial position or liquidity for the periods presented in this report.

Recent Accounting Pronouncements

In December 2011, FASB issued Accounting Standards Update 2011-11, Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, we do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition.
 
Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.
 
 
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Item 4.  Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its   principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective, as of the nine months ended May 31, 2012, in ensuring that material information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.
 
Changes in Internal Control over Financial Reporting
 
There were no changes in our system of internal controls over financial reporting during the nine months ended May 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

Item 1A.  Risk Factors.

Smaller reporting companies are not required to provide the information required by this item.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosures.

None.

Item 5.  Other Information.

None.
 
 
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Item 6.  Exhibits.

Exhibit No.
Description
31.1
Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1
Certification of Principal 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.
 
101.INS *
XBRL Instance Document
   
101.SCH *
XBRL Taxonomy Schema
   
101.CAL *
XBRL Taxonomy Calculation Linkbase
   
101.DEF *
XBRL Taxonomy Definition Linkbase
   
101.LAB *
XBRL Taxonomy Label Linkbase
   
101.PRE *
XBRL Taxonomy Presentation Linkbase

In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

* Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
BAMA BIOTECH, INC.
     
Date:  July 13, 2012
By:
/s/ Shuairui Qiu                                
   
Shuairui Qiu
President
   
(Duly Authorized Officer, Principal Executive Officer
and Principal Financial Officer)

 
 
 
 
 
 
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