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EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - RAMBO MEDICAL GROUP, INC.f10q113012_ex32z1.htm
EX-32.2 - EXHIBIT 32.2 SECTION 906 CERTIFICATION - RAMBO MEDICAL GROUP, INC.f10q113012_ex32z2.htm
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - RAMBO MEDICAL GROUP, INC.f10q113012_ex31z1.htm
EX-31.2 - EXHIBIT 31.2 SECTION 302 CERTIFICATION - RAMBO MEDICAL GROUP, INC.f10q113012_ex31z2.htm

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 November 30, 2012

or

      .

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: 000-52788


Viper Resources, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada

 

26-2113613

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

 

 

 

800 E. Colorado Blvd., Suite 888

Pasadena, California 91101

(Address of principal executive offices)

 

(626) 683-7330

(Registrant’s telephone number, including area code)

 

 

(Former Name, 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 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   X  . No      .


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  X  .  No       .


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       .

 

Accelerated filer       .

Non-accelerated filer       .

 

Smaller reporting company   X  .

(Do not check if a 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   X  .  No       .


As of January 14, 2013 there were 99,116,214 shares of the issuer’s common stock, par value $0.00001, outstanding.




VIPER RESOURCES, INC.


FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2012

TABLE OF CONTENTS



 

 

PAGE

 

 

 

 

Special Note Regarding Forward Looking Information

3

 

 

 

 

PART I - FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements

4

 

 

 

Item 2.

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

9

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

10

 

 

 

Item 4.

Controls and Procedures

10

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

11

 

 

 

Item 1A.

Risk Factors

11

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

11

 

 

 

Item 3.

Defaults Upon Senior Securities

11

 

 

 

Item 4.

Mine Safety Disclosures

11

 

 

 

Item 5.

Other Information

11

 

 

 

Item 6.

Exhibits

11

 

 

 

 

SIGNATURES

12




2



SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


To the extent that the information presented in this Quarterly Report on Form 10-Q for the quarter ended November 30, 2012 discusses financial projections, information or expectations about our products or markets, or otherwise makes statements about future events, such statements are forward-looking.  We are making these forward-looking statements in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These risks and uncertainties are described, among other places in this Quarterly Report, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.


In addition, we disclaim any obligations to update any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report.  When considering such forward-looking statements, you should keep in mind the risks referenced above and the other cautionary statements in this Quarterly Report.



3



PART 1 – FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

 

 

 

 

 

PAGE

 

 

 

Balance Sheets as at November 30, 2012 (Unaudited) and May 31, 2012

 

5

 

 

 

Statements of Operations for the three and six months ended November 30, 2012 and November 30, 2011 (Unaudited) and the period from November 18, 2005 (inception) through November 30, 2012 (Unaudited)

 

6

 

 

 

Statements of Cash Flows for the six months ended November 30, 2012 and November 30, 2011 (Unaudited) and the period from November 18, 2005 (inception) through November 30, 2012 (Unaudited)

 

7

 

 

 

Notes to Financial Statements (Unaudited)

 

8




4




VIPER RESOURCES, INC

(Formerly Cobra Oil and Gas Company)

BALANCE SHEET

 

 

 

 

 

 

 

 

 

November 30,

 

May 31,

 

 

 

2012

 

2012

 

 

 

(Unaudited)

 

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalent

$

2,989

$

12,238

Total assets (all current)

$

2,989

$

12,238

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

$

19,669

$

5,481

 

Loans payable (current portion)

 

30,000

 

30,000

Total current liabilities

 

49,669

 

35,481

 

 

 

 

 

 

 

Loans payable (non-current portion)

 

-

 

-

Total liabilities

 

49,669

 

35,481

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

Preferred stock, $.00001 par value; 100,000,000 shares

authorized; no shares issued or outstanding

 

-

 

-

 

Common stock, $.00001 par value; 300,000,000

authorized; 99,116,214 shares issued and outstanding as of November 30, 2012 and May 31, 2012

 

991

 

991

 

Additional paid in capital

 

7,043,222

 

7,043,222

 

Deficit accumulated during development stage

 

(7,090,893)

 

(7,067,456)

Total stockholders' equity

 

(46,680)

 

(23,243)

 

 

 

 

 

 

Total liabilities and stockholders' equity

$

2,989

$

12,238

 

 

 

 

 

 

See accompanying notes to financial statements




5




VIPER RESOURCES, INC

(Formerly Cobra Oil and Gas Company)

UNAUDITED STATEMENT OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

November 30,

 

Six months ended

November 30,

 

November 18, 2005 (inception) through

November 30,

 

 

2012

$

 

2011

$

 

2012

$

 

2011

$

 

2012

$

 

 

 

 

 

 

 

 

 

 

 

Revenue

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

12,677

 

22,333

 

23,437

 

43,003

 

7,073,784

Total operating expenses

12,677

 

22,333

 

23,437

 

43,003

 

7,073,784

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

(12,677)

 

(22,333)

 

(23,437)

 

(43,003)

 

(7,073,784)

 

 

 

 

 

 

 

 

 

 

 

Other income / (expenses)

 

 

 

 

 

 

 

 

 

 

Other income

-

 

 

 

-

 

 

 

1,509

 

Loss on disposal of office equipments

-

 

-

 

-

 

-

 

(1,592)

 

Interest expenses

-

 

(166)

 

-

 

(333)

 

(17,026)

Total other income / (expense)

-

 

(166)

 

-

 

(333)

 

(17,109)

 

 

 

 

 

 

 

 

 

 

 

Net loss

(12,677)

 

(22,499)

 

(23,437)

 

(43,336)

 

(7,090,893)

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common shares

(0.00)

 

(0.00)

 

(0.00)

 

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

99,116,214

 

84,116,214

 

99,116,214

 

84,116,214

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to financial statements




6




VIPER RESOURCES, INC

(Formerly Cobra Oil and Gas Company)

UNAUDITED STATEMENT OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended

 November 30,

 

November 18, 2005 (inception) through November 30, 2012

 

 

 

 

2012

 

2011

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net loss

$

(23,437)

$

(43,336)

$

(7,090,893)

 

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

Donated office space and services

 

-

 

-

 

13,500

 

 

Depreciation

 

-

 

-

 

1,304

 

 

Exploration costs - lease write downs

 

-

 

-

 

5,339,871

 

 

Compensatory stock issuances

 

-

 

-

 

317,000

 

Changes operating assets and liabilities:

 

 

 

 

 

 

 

 

Other assets

 

-

 

-

 

-

 

 

Accounts payable

 

14,188

 

29,268

 

27,966

 

 

Accounts payable - related parties

 

-

 

-

 

-

 

 

Accrued interest

 

-

 

333

 

-

Net cash provided by (used in) operating activities

 

(9,249)

 

(13,735)

 

(1,391,252)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Purchase of equipment and furniture

 

-

 

-

 

(2,896)

 

 

Loss on disposal of equipment and furniture

 

-

 

-

 

1,592

 

 

Oil and gas properties

 

-

 

-

 

(691,871)

Net cash used in investing activities

 

-

 

-

 

(693,175)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Common stock issued for cash

 

-

 

-

 

1,940,450

 

 

Proceeds from loans

 

-

 

-

 

146,966

Net cash provided by financing activities

 

-

 

-

 

2,087,416

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalent

 

(9,249)

 

(13,735)

 

2,989

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalent at the beginning of period

 

12,238

 

39,984

 

-

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalent at the end of period

$

2,989

$

26,249

$

2,989

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow Information:

 

 

 

 

 

 

 

Cash paid for interest

$

-

$

-

$

-

 

Cash paid for income taxes

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

 

Issuance of securities for services rendered

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

See accompanying notes to financial statements




7



VIPER RESOURCES, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

November 30, 2012


NOTE 1 – CONDENSED FINANCIAL STATEMENTS


The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial positions, results of operations, and cash flows on November 30, 2012, and for all periods presented herein, have been made.


Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s May 31, 2012 and 2011 audited financial statements.  The results of operations for the three months ended November 30, 2012 are not necessarily indicative of the operating results for the full year.


NOTE 2 – NOTES PAYABLE – RELATED PARTY


On June 30, 2011, the Company took a loan from American Compass Inc., a sister company, in the amount of $20,000. This was a non-interest bearing and unsecured loan. The loan was repaid in October, 2011. In May, 2012, the Company accepted another loan from American Compass Inc. in the amount of $30,000. This is also a non-interest bearing and unsecured loan due on May 31, 2013.


NOTE 3 – SUBSEQUENT EVENTS


Management has reviewed material events subsequent to the three months ended November 30, 2012 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. No additional disclosures are required.



8




ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following discussion should be read in conjunction with our audited consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q.


The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of various factors, including those discussed elsewhere in this quarterly report.


We were incorporated in the State of Nevada on November 18, 2005 to purchase, operate and develop oil and gas properties. We never achieved any revenues from our oil and gas operations and in May 2012 determined to discontinue all such operations. We are presently attempting attempt to acquire other assets or business operations that will maximize shareholder value. No specific assets or businesses have been definitively identified and there is no certainty that any such assets or business will be identified or any transactions will be consummated.


Our plan is to locate a viable business venture in which we can participate. The selection of a business opportunity in which to participate is complex and extremely risky and will be made by management in the exercise of its business judgment. There is no assurance that we will be able to identify and acquire any business opportunity that will ultimately prove to be beneficial to us and our shareholders.


We are pursuing our search for a business opportunity primarily through our officers and directors, although other sources, such as professional advisors, securities broker-dealers, venture capitalists, members of the financial community, and others, may present unsolicited proposals. Our activities are subject to several significant risks that arise primarily as a result of the fact that we have no specific business and may acquire or participate in a business opportunity based on the decision of management which will, in all probability, act without the consent, vote, or approval of our shareholders. A description of the manner in which we will pursue the search for and participation in a business venture is described above.


We expect that we will need to raise funds in order to effectuate our business plans. We intend initially to seek additional investors to purchase our stock to provide us with working capital to fund our operations. Thereafter, we will seek to establish or acquire businesses or assets with additional funds raised either via the issuance of shares or debt. There can be no assurance that additional capital will be available to us. We may seek to raise the required capital by other means. We may have to issue debt or equity or enter into a strategic arrangement with a third party. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Our inability to raise funds will have a severe negative impact on our ability to remain a viable company. In pursuing the foregoing goals, we may seek to expand or change the composition of the Board or make changes to our current capital structure, including issuing additional shares or debt and adopting a stock option plan.


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


During the next 12 months we anticipate incurring costs related to filing of Exchange Act reports, and costs relating to consummating an acquisition. We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned by or invested in us by our stockholders, management or other investors, although no assurance can be given that this will prove to be the case. We have no specific plans, understandings or agreements with respect to the raising of such funds, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. We estimate that the level of working capital needed for these general and administrative costs for the next twelve months will be approximately $150,000. However, this estimate is subject to change, depending on the number of transactions in which we ultimately become involved.


In its report dated August 24, 2012, our auditors, Sam Kan & Company expressed an opinion that there is substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. We have generated no operating revenues since our inception. We had an accumulated deficit of $7,090,893 as of November 30, 2012. Our continuation as a going concern is dependent upon future events, including our ability to raise additional capital and to generate positive cash flows.


Presently we have four full-time employees consisting of our executive officers, Dianwen Ju, Jimmy Wang, Xiao Chen and Guofeng Xu. Changes in the number of employees during the next twelve months will be a function of the level of business activity.


We intend to contract out certain technical and administrative functions on an as-needed basis in order to conduct our operating activities. Our management team will select and hire these contractors and manage and evaluate their work performance.




9



Results of Operations


Revenues


We have had no revenues since our inception.


Expenses


Due to decreases in our general and administrative expenses, our operating expenses during the three and six months ended November 30, 2012 decreased to $12,677 and $23,437 from $22,333 and $43,003 during the three and six months ended November 30, 2011.


Net Loss


We incurred net losses for the three and six months ended November 30, 2012 of $12,677 and $23,437.  We incurred net losses for the three and six months ended November 30, 2011 of $22,499 and $43,336. The decrease in net losses was directly attributable to the decreases in our general and administrative expenses.


Liquidity and Capital Resources


At November 30, 2012 we had a working capital deficit of $46,680 compared to a working capital deficit of $23,243 at May 31, 2012. Current liabilities increased to $49,669 at November 30, 2012 from $35,481 at May 31, 2012 due to an increase in accounts payable. Current assets decreased to $2,989 at November 30, 2012 from $12,238 at May 31, 2012 due to a decrease in cash and cash equivalents.


Management will attempt to raise capital for its current operational needs through loans from related parties, debt financing, equity financing or a combination of financing options. However, there are no existing understandings, commitments or agreements for extension of outstanding notes or an infusion of capital, and there are no assurances to that effect. Moreover, the Company's need for capital may change dramatically if and during that period, it acquires an interest in a business opportunity. Unless the Company can obtain additional financing, its ability to continue as a going concern is doubtful.


Off-Balance Sheet Arrangements


We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not applicable.


ITEM 4.

CONTROLS AND PROCEDURES


Evaluation of Our Disclosure Controls


Under the supervision and with the participation of our chief executive officer and chief financial officer, we conducted an evaluation 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”), as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us, including our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.


Changes in Internal Control over Financial Reporting


There have been no changes in our internal control over financial reporting that occurred during the quarter ended November 30, 2012 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.



10



PART II – OTHER INFORMATION


ITEM 1.

LEGAL PROCEEDINGS


In the ordinary course of our business, we may from time to time become subject to routine litigation or administrative proceedings which are incidental to our business. We are not presently a party to nor are we aware of any existing, pending or threatened lawsuits or other legal actions involving us.


ITEM 1A.

RISK FACTORS


Not applicable.


ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


We made no sales of equity securities during the three months ended November 30, 2012.


ITEM 3.

DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4.

MINE SAFETY DISCLOSURES


Not applicable.


ITEM 5.

OTHER INFORMATION


Not applicable.


ITEM 6.

EXHIBITS


(a)

Exhibits.


31.1

Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer

31.2

Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial Officer

32.1

Rule 1350 Certification of Chief Executive Officer

32.2

Rule 1350 Certification of Chief Financial Officer



11



SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




VIPER RESOURCES, INC.



Dated: January 14, 2013

By:/s/ Dianwen Ju                                      

Dianwen Ju

President and Chief Executive Officer



By:/s/ Xiao Chen                       

Xiao Chen

Chief Financial Officer



12