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EXCEL - IDEA: XBRL DOCUMENT - HK EBUS Corp | Financial_Report.xls |
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATIONS - HK EBUS Corp | f10q083113_ex32z1.htm |
EX-31.2 - EXHIBIT 31.2 SECTION 302 CERTIFICATIONS - HK EBUS Corp | f10q083113_ex31z2.htm |
EX-32.2 - EXHIBIT 32.2 SECTION 906 CERTIFICATIONS - HK EBUS Corp | f10q083113_ex32z2.htm |
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATIONS - HK EBUS Corp | f10q083113_ex31z1.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 August 31, 2013
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
Rambo Medical Group, Inc. | ||
(Exact name of registrant as specified in its charter) | ||
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Nevada |
| 26-2113613 |
(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
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800 E. Colorado Blvd., Suite 888 Pasadena, California 91101 | ||
(Address of principal executive offices) | ||
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(626) 683-7330 | ||
(Registrants telephone number, including area code) | ||
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(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) |
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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 October 11, 2013 there were 991,163 shares of the issuers common stock, par value $0.00001, outstanding.
RAMBO MEDICAL GROUP, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2013
TABLE OF CONTENTS
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| Special Note Regarding Forward Looking Information | 3 |
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| PART I - FINANCIAL INFORMATION |
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Item 1. | Financial Statements | 4 |
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Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 11 |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 12 |
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Item 4. | Controls and Procedures | 13 |
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| PART II - OTHER INFORMATION |
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Item 1. | Legal Proceedings | 13 |
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Item 1A. | Risk Factors | 13 |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
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Item 3. | Defaults Upon Senior Securities | 13 |
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Item 4. | Mine Safety Disclosures | 13 |
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Item 5. | Other Information | 13 |
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Item 6. | Exhibits | 14 |
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| SIGNATURES | 15 |
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 August 31, 2013 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 Managements 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 August 31, 2013 (Unaudited) and May 31, 2013
5
Statements of Operations for the three months ended August 31, 2013 and
August 31, 2012 (Unaudited) and the period from November 18, 2005 (inception)
through August 31, 2013 (Unaudited)
6
Statements of Cash Flows for the three months ended August 31, 2013 and
August 31, 2012 (Unaudited) and the period from November 18, 2005 (inception)
through August 31, 2013 (Unaudited)
7
Notes to Financial Statements (Unaudited)
8
4
Rambo Medical Group | |||||
(Formerly Viper Resources, Inc.) | |||||
(A Development Stage Company) | |||||
CONDENSED BALANCE SHEETS | |||||
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| August 31, |
| May 31, |
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| 2013 |
| 2013 |
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ASSETS | |||||
Current assets |
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| Cash and cash equivalent | $ | 3,664 | $ | 4,458 |
Total assets (all current) | $ | 3,664 | $ | 4,458 | |
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LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
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Current liabilities |
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| Accounts payable | $ | 26,123 | $ | 10,791 |
| Accounts payable - related parties |
| - |
| - |
| Loans payable (current portion) |
| 55,000 |
| 55,000 |
Total current liabilities |
| 81,123 |
| 65,791 | |
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| Loans payable (non-current portion) |
| - |
| - |
Total liabilities |
| 81,123 |
| 65,791 | |
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Stockholders' equity |
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| Preferred stock, $.00001 par value; 100,000,000 shares authorized; no shares issued or outstanding |
| - |
| - |
| Common stock, $.00001 par value; 300,000,000 authorized; 991,162 shares issued and outstanding as of May 31, 2013 and May 31, 2012 |
| 991 |
| 991 |
| Additional paid in capital |
| 7,043,222 |
| 7,043,222 |
| Deficit accumulated during development stage |
| (7,121,672) |
| (7,105,546) |
Total stockholders' equity |
| (77,459) |
| (61,333) | |
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Total liabilities and stockholders' equity | $ | 3,664 | $ | 4,458 | |
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See accompanying notes to financial statements |
5
Rambo Medical Group | |||||||
(Formerly Viper Resources, Inc.) | |||||||
(A Development Stage Company) | |||||||
CONDENSED STATEMENT OF OPERATIONS | |||||||
(Unaudited) | |||||||
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| Three month ended |
| Three month ended |
| November 18, 2005 (inception) through August 31, 2013 |
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| August 31, |
| August 31, |
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| 2013 |
| 2012 |
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Revenue | $ | - | $ | - | $ | - | |
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| - |
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Operating expenses |
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| General and administrative expenses |
| 16,126 |
| 10,760 |
| 7,104,563 |
Total operating expenses |
| 16,126 |
| 10,760 |
| 7,104,563 | |
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Loss from operations |
| (16,126) |
| (10,760) |
| (7,104,563) | |
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| - |
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Other income / (expenses) |
| - |
| - |
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| Other income |
| - |
| - |
| 1,509 |
| Loss on disposal of office equipments |
| - |
| - |
| (1,592) |
| Interest expenses |
| - |
| - |
| (17,026) |
Total other income / (expense) |
| - |
| - |
| (17,109) | |
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| - |
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Net loss | $ | (16,126) | $ | (10,760) | $ | (7,121,672) | |
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Basic and diluted loss per common shares | $ | (0.02) | $ | (0.01) |
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Weighted average shares outstanding |
| 991,162 |
| 991,162 |
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See accompanying notes to financial statements |
6
Rambo Medical Group | ||||||||
(Formerly Viper Resources, Inc.) | ||||||||
(A Development Stage Company) | ||||||||
CONDENSED STATEMENT OF CASH FLOWS | ||||||||
(Unaudited) | ||||||||
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| November 18, |
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| Three month ended |
| Three month ended |
| 2005 (inception) through August 31, 2013 |
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| August 31, |
| August 31, |
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| 2013 |
| 2012 |
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Cash flows from operating activities |
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| Net loss | $ | (16,126) | $ | (10,760) | $ | (7,121,672) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
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| Donated office space and services |
| - |
| - |
| 13,500 |
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| Depreciation |
| - |
| - |
| 1,304 |
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| Exploration costs - lease write downs |
| - |
| - |
| 5,339,871 |
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| Compensatory stock issuances |
| - |
| - |
| 317,000 |
| Changes operating assets and liabilities: |
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| Other assets |
| - |
| - |
| - |
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| Accounts payable |
| 15,332 |
| 3,218 |
| 34,420 |
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| Accounts payable - related parties |
| - |
| - |
| - |
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| Accrued interest |
| - |
| - |
| - |
Net cash provided by (used in) operating activities |
| (794) |
| (7,542) |
| (1,415,577) | ||
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Cash flows from investing activities |
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| Purchase of equipment and furniture |
| - |
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| (2,896) |
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| Loss on disposal of equipment and furniture |
| - |
| - |
| 1,592 |
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| Oil and gas properties |
| - |
| - |
| (691,871) |
Net cash used in investing activities |
| - |
| - |
| (693,175) | ||
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Cash flows from financing activities |
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| Common stock issued for cash |
| - |
| - |
| 1,940,450 |
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| Proceeds from loans |
| - |
| - |
| 171,966 |
Net cash provided by financing activities |
| - |
| - |
| 2,112,416 | ||
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| Net change in cash and cash equivalent |
| (794) |
| (7,542) |
| 3,664 | |
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| Cash and cash equivalent at the beginning of period |
| 4,458 |
| 12,238 |
| - | |
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| Cash and cash equivalent at the end of period | $ | 3,664 | $ | 4,696 | $ | 3,664 | |
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Supplemental disclosures of cash flow Information: |
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| Cash paid for interest | $ | - | $ | - | $ | - | |
| Cash paid for income taxes | $ | - | $ | - | $ | - | |
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See accompanying notes to financial statements |
7
RAMBO MEDICAL GROUP, INC.
(Formerly Viper Resources, Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2013
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 August 31, 2013, 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 Companys May 31, 2013 and 2012 audited financial statements. The results of operations for the three months ended August 31, 2013 are not necessarily indicative of the operating results for the full year.
NOTE 2. GOING CONCERN
Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.
The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its planned business. Management has plans to seek additional capital through a public or private offering of equity or debt securities, or by other means. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.
There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from the operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company's existing stockholders.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might necessary in the event the Company cannot continue in existence.
NOTE 3. RELATED PARTY TRANSACTIONS
On February 28, 2013, the company took a loan from American Compass Inc.in the amount of $20,000. This is a 5% interest bearing and unsecured loan due on June 30, 2013. On April 18, 2013, the Company accepted another loan from American Compass Inc. in the amount of $5,000. This is a non-interest bearing and unsecured loan due on June 30, 2013.
The due date of the loan was extended and the new date is yet to be determined.
NOTE 4. ACCOUNTS PAYABLE
During the period, American Compass Inc. has paid legal fee for the company in the amount of $15,333. As of August 31, American Compass Inc. has paid total of $25, 332 for the company in which consist of mainly legal and audit cost.
8
RAMBO MEDICAL GROUP, INC.
(Formerly Viper Resources, Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2013
NOTE 5. COMMON STOCK
The Company is authorized to issue 100,000,000 shares of preferred stock with par values in $.00001. The Company is also authorized to issue 300,000,000 shares of common stock with par values in $.00001. On May 6, 2008, the Company effected a forward split of 35 for each share of common stock. On July 20, 2010, the Company issued 50,000 shares of common stock to investors at a price of $2 per unit for a total of $100,000. The Company had issued a total of 0.15 million shares of common stock to compensate its officers during the fiscal year of 2012. There were 991,162 and 991,162 shares issued and outstanding as of August 31, 2013 and May t 31, 2012 respectively.
Effective April 25, 2011, Massimiliano Pozzoni sold 350,000 shares of common stock held in his name to Chimerica Capital, LLC. Jimmy Wang, the Companys treasurer, has the power to vote and dispose of the shares transferred to Chimerica Capital, LLC.
NOTE 6. OFFICE LEASE
Commencing in May 2011, the company holds no lease agreement. The Company uses an office at a location provided by one of its officers rent-free.
NOTE 7. WARRANTS
At May 31, 2008, the Company had 10,000 common stock purchase warrants outstanding, originally sold as part of a unit, allowing the holder to purchase one share of common stock at an exercise price of $40, anytime through May 15, 2011. In fiscal year 2009, the Company sold 10,000 units to an investor for cash at $25 per unit, or an aggregate of $250,000. Each unit consists of one share of common stock, and one warrant to purchase one share of common stock at an exercise price of $40, anytime through June 9, 2011. At May 31, 2009, none of the warrants had been exercised, leaving a year end balance of 20,000 warrants. The entire value of the units of $250,000 was assigned to the common stock as the warrants are non-detachable.
In fiscal year 2010, the Company sold 20,252 units to investors for cash at prices ranging from $17 - $100 per unit, or an aggregate of $1,250,000. Each unit consists of one share of common stock, and one warrant to purchase one share of common stock at exercise prices ranging from of $20 - $125, anytime through expiration dates from June 2012 through February 2013. The entire value of the units was assigned to the common stock as the warrants are non-detachable. At May 31, 2010, none of the warrants had been exercised or had expired, leaving a year end balance of 40,252 warrants.
During the year ended May 31, 2011, the Company sold 50,000 units to investors at a price of $2 per unit for a total of $100,000. Each unit consists of one share of common stock, and one warrant to purchase one share of common stock at an exercise price of $2.5, anytime through expiration date of July 2013. The entire value of the units was assigned to the common stock as the warrants are non-detachable. As of May 31, 2011, none of the warrants have been exercised. During the fiscal year of 2011, 10,000 warrants expired, leaving a year-end balance of 80,252 warrants.
During the year ended May 31. 2013, 20,252 warrants expired, leaving a year-end balance of 50,000 warrants.
50,000 warrants expired during this quarter. There was 0 warrant outstanding by August 31,2013.
NOTE 8. NAME CHANGE
On August 8, 2013, the Company is approved to change name to Rambo Medical Group, Inc. and a 1-for-100 reverse split of the outstanding common stocks. The accompanying financial statements and notes to the financial statements give retroactive effect to the reverse stock split for all periods presented.
9
RAMBO MEDICAL GROUP, INC.
(Formerly Viper Resources, Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2013
NOTE 9. COMMITMENTS AND CONTINGENCIES
The Company could become a party to various legal actions arising in the ordinary course of business. Matters that are probable of unfavorable outcomes to the Company and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, the Companys estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters.
As of the date of this annual report, there are no material pending legal proceedings to which the Company is a party or of which any of their property is the subject, nor are there any such proceedings known to be contemplated by governmental authorities.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after August 31, 2013 through the date of this filing in accordance with FASB ASC 855 Subsequent Events and decide that there were no subsequent events required to be disclose.
10
ITEM 2.
MANAGEMENTS 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. Except as discussed below, no specific assets or businesses have been definitively identified. There is no certainty that any such assets or business will be identified or any transactions will be consummated.
We are currently in negotiations to acquire or combine with a company which operates in the medical diagnostics industry. No definitive agreement has been reached and no assurance can be given that we will successfully complete and close the proposed acquisition or business combination. Should we fail to do so, we may seek alternative acquisitions with companies engaged in the medical diagnostics industry or unrelated industries.
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.
Unless we complete a business combination with a revenue producing entity, 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.
11
In its report dated August 26, 2013, our auditors, KLJ & Associates, LLP 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 $7,121,672 as of August 31, 2013. 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.
Results of Operations
Revenues
We have had no revenues since our inception.
Expenses
Due to an increase in general and administrative expenses, our operating expenses during the three months ended August 31, 2013 increased to $16,126 from $10,760 during the three months ended August 31, 2012.
Net Loss
We incurred a net loss for the three months ended August 31, 2013 of $16,126. We incurred a net loss for the three months ended August 31, 2012 of $10,760. The increase in net loss was directly attributable to the increase in general and administrative expenses.
Liquidity and Capital Resources
At August 31, 2013 we had a working capital deficit of $77,459 compared to working capital deficit of $61,333 at May 31, 2013. Current liabilities increased to $81,123 at August 31, 2013 from $65,791 at May 31, 2013 due to an increase in accounts payable. Current assets decreased to $3,664 at August 31, 2013 from $4,458 at May 31, 2013 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.
12
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, 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 August 31, 2013 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
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 August 31, 2013.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.
OTHER INFORMATION
On August 5, 2013 we filed a Certificate of Amendment to effect a 1:100 reverse stock split of our common stock and change our name to Rambo Medical Group, Inc. The Certificate of Amendment became effective on August 9, 2013. All share amounts referred in this Quarterly Report gives effect to the reverse split including those applicable to periods prior to the reverse split. We are currently in negotiations to acquire or combine with a company which operates in the medical diagnostics industry and chose our new name in furtherance thereof. No definitive agreement has been reached and no assurance can be given that we will successfully complete and close the proposed acquisition or business combination. Should we fail to do so, we may seek alternative acquisitions with companies engaged in the medical diagnostics industry or unrelated industries.
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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
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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.
RAMBO MEDICAL GROUP, INC.
Dated: October 11, 2013
By:/s/ Dianwen Ju
Dianwen Ju
President and Chief Executive Officer
By:/s/ Xiao Chen
Xiao Chen
Chief Financial Officer
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