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EX-31.2 - EXHIBIT 31.2 SECTION 302 CERTIFICATION - HK EBUS Corpf10q022815_ex31z2.htm
EX-32.2 - EXHIBIT 32.2 SECTION 906 CERTIFICATION - HK EBUS Corpf10q022815_ex32z2.htm
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - HK EBUS Corpf10q022815_ex32z1.htm
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - HK EBUS Corpf10q022815_ex31z1.htm
EX-10.1 - EXHIBIT 10.1 LOAN AGREEMENT - HK EBUS Corpf10q022815_ex10z1.htm
EXCEL - IDEA: XBRL DOCUMENT - HK EBUS CorpFinancial_Report.xls

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 February 28, 2015


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)


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

      . (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 Exchange Act).

Yes  X   No       .


As of April 17, 2015 there were 992,192 shares of the issuer’s common stock, par value $0.00001, issued and outstanding.





RAMBO MEDICAL GROUP, INC.


FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2015

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

10

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

12

 

 

 

Item 4.

Controls and Procedures

12

 

 

 

 

PART II-OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

12

 

 

 

Item 1A.

Risk Factors

12

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

12

 

 

 

Item 3.

Defaults Upon Senior Securities

12

 

 

 

Item 4.

Mine Safety Disclosures

12

 

 

 

Item 5.

Other Information

12

 

 

 

Item 6.

Exhibits

13

 

 

 

 

SIGNATURES

14




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 February 28, 2015 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

 

 

Condensed Balance Sheets as of February 28, 2015 (unaudited) and May 31, 2014

5

 

 

Condensed Statements of Operations for the three and nine months ended February 28, 2015 and 2014 (unaudited)

6

 

 

Condensed Statements of Cash Flows for the nine months ended February 28, 2015 and 2014 (unaudited)

7

 

 

Notes to Condensed Financial Statements (unaudited)

8




4




Rambo Medical Group, Inc.

CONDENSED BALANCE SHEETS


 

 

February 28,

 

May 31,

 

 

2015

 

2014

 

 

(Unaudited)

 

(Audited)

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

$

6,240

 

$

6,707

Total assets

 

$

6,240

 

$

6,707

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

1,637

 

$

791

Due to related party

 

 

108,859

 

 

88,859

Total current liabilities

 

 

110,496

 

 

89,650

 

 

 

 

 

 

 

Non-Current liabilities

 

 

 

 

 

 

Due to related party, net of current portion

 

 

30,000

 

 

20,000

Total liabilities

 

 

140,496

 

 

109,650

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 

Preferred stock, $.00001 par value; 100,000,000 shares authorized; no shares issued or outstanding

 

 

-

 

 

-

Common stock, $.00001 par value; 300,000,000 authorized; 992,192 shares issued and outstanding as of February 28, 2015 and May 31, 2014

 

 

991

 

 

991

Additional paid in capital

 

 

7,043,222

 

 

7,043,222

Accumulated deficit

 

 

(7,178,469)

 

 

(7,147,156)

Total stockholders' deficit

 

 

(134,256)

 

 

(102,943)

 

 

 

 

 

 

 

Total liabilities and stockholders' deficit

 

$

6,240

 

$

6,707


The accompanying notes are an integral part of these unaudited condensed financial statements.



5




Rambo Medical Group, Inc.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


 

 

Three months ended

 

Three months ended

 

Nine months ended

 

Nine months ended

 

 

February 28,

 

February 28,

 

February 28,

 

February 28,

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

-

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

9,531

 

 

4,500

 

 

31,313

 

 

34,896

Total operating expenses

 

 

9,531

 

 

4,500

 

 

31,313

 

 

34,896

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(9,531)

 

 

(4,500)

 

 

(31,313)

 

 

(34,896)

Net increase (decrease) in cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(9,531)

 

$

(4,500)

 

$

(31,313)

 

$

(34,896)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common shares

 

$

(0.01)

 

$

(0.00)

 

$

(0.03)

 

$

(0.04)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

992,192

 

 

992,192

 

 

992,192

 

 

992,192


The accompanying notes are an integral part of these unaudited condensed financial statements.



6




Rambo Medical Group, Inc.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


 

 

For the nine months ended

 

For the nine months ended

 

 

February 28,

 

February 28,

 

 

2015

 

2014

Operating Activities:

 

 

 

 

 

 

Net loss

 

$

(31,313)

 

$

(34,896)

Changes operating assets and liabilities:

 

 

 

 

 

 

Accounts payable

 

 

846

 

 

23,859

Due to related party

 

 

30,000

 

 

10,000

 

 

 

-

 

 

3,750

Net cash provided by (used in) operating activities

 

 

(467)

 

 

2,713

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

(467)

 

 

2,713

 

 

 

 

 

 

 

Cash at the beginning of period

 

 

6,707

 

 

4,458

 

 

 

 

 

 

 

Cash at the end of period

 

$

6,240

 

$

7,171

 

 

 

 

 

 

 

Supplemental disclosures of cash flow Information:

 

 

 

 

 

 

Cash paid for interest

 

$

-

 

$

-

Cash paid for income taxes

 

$

-

 

$

-


The accompanying notes are an integral part of these unaudited condensed financial statements.



7




RAMBO MEDICAL GROUP, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

February 28, 2015 (Unaudited)


NOTE 1. ORGANIZATION, BUSINESS AND OPERATIONS


The Company was incorporated in the State of Nevada on November 18, 2005, under the name Cobra Oil and Gas Company. The Company was formed to engage in identifying, investigating, exploring, and where determined advantageous, developing, mining, refining, and marketing oil and gas.


On October 14, 2009, the Company filed an amendment to our Articles of Incorporation to change its name to Viper Resources, Inc., and increase its authorized capitalization from 200,000,000 shares, consisting of 100,000,000 shares of common stock, $0.00001 par value, and 100,000,000 shares of preferred stock, $0.00001 par value per share, to 400,000,000 shares, consisting of 300,000,000 shares of common stock, $0.00001 par value per share, and 100,000,000 shares of preferred stock, $0.00001 par value per share.


Since inception, the Company with respect to the exploration stage as an oil and gas. During the fiscal year ended May 31, 2014, the Company engaged in no oil and gas activities, had minimal operations, and generated no revenues. Our management has discontinued our oil and gas exploration operations, and will attempt to acquire other assets or business operations that will maximize shareholder value.


On August 5, 2013, the Company 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 give effect to the reverse split including those applicable to periods prior to the reverse split.


NOTE 2. BASIS OF PRESENTATION


The accompanying condensed balance sheet as of February 28, 2015, which has been derived from the Company's financial statements as of that date, and the unaudited condensed financial information of the Company as of February 28, 2015 and for the three and nine months ended February 28, 2015 and 2014, has been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. In the opinion of management, such financial information includes all adjustments considered necessary for a fair presentation of the Company's financial position at such date and the operating results and cash flows for such periods. Operating results for the interim period ended February 28, 2015 are not necessarily indicative of the results that may be expected for the entire year.


Certain information and footnote disclosure normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the United States Securities and Exchange Commission ("SEC"). These unaudited condensed financial statements should be read in conjunction with our audited financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended May 31, 2014 filed on September 15, 2014 with the Securities Exchange Commission, as amended on September 18, 2014.


NOTE 3. RELATED PARTY TRANSACTIONS


On April 17, 2014, the Company accepted another loan from American Compass Inc. (“ACI”), a related party based on the beneficial ownership of the Company held by certain key management of ACI, in the amount of $10,000. This is a non-interest bearing and unsecured loan due on April 17, 2016. On June 30, 2014, the Company accepted another loan from ACI in the amount of $10,000. This is a non-interest bearing and unsecured loan due on June 30, 2016. On November 19, 2014, the Company accepted another loan from ACI in the amount of $10,000. This is a non-interest bearing and unsecured loan due on November 19, 2016. On February 4, 2015, the Company accepted another loan from ACI in the amount of $10,000 (the “New ACI Loan”). The New ACI Loan is a non-interest bearing and unsecured loan due on February 4, 2017 (“Due Date”). If the New ACI Loan is not repaid within 10 days of its Due Date, a late charge of 5% will be incurred. In addition, should the Company be in default, ACI will charge the Company a 5% fee on the unpaid balance of the New ACI Loan.


As of February 28, 2015, the total balance due to ACI is $138,859.


February 28, 2015

 

 

Current

$

108,859

2016

 

20,000

2017

 

10,000

 

$

138,859




8




RAMBO MEDICAL GROUP, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

February 28, 2015 (Unaudited)


NOTE 4. COMMON STOCK


The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $.00001. The Company is also authorized to issue 300,000,000 shares of common stock with a par value of $.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. In order to seek alternative business development and future merging and stock offering, the shareholders of Viper Resource Inc. approved a 1:100 reverse stock split and changed the name to Rambo Medical Group Inc. on August 8, 2013. There were 992,192 shares issued and outstanding as of February 28, 2015 and May 30, 2014, respectively.


NOTE 5. OFFICE LEASE


Since May 2011, the Company has not had a formal office lease. The Company uses office space provided by one of its officers on a rent free basis.


NOTE 6. GOING CONCERN


The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and had accumulated a deficit of $7,178,469 and a working capital deficiency of $104,256 as of February 28, 2015.


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.




9




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 of 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 twelve 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 twelve 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 September 15, 2014, our auditors, Anton & Chia, 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 $7,178,469 as of February 28, 2015. Our continuation as a going concern is dependent upon future events, including our ability to raise additional capital and to generate positive cash flows.



10




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


Three Months Ended February 28, 2015 and 2014


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 month period ended February 28, 2015 increased to $9,531 from $4,500 during the three month period ended February 28, 2014.


Net Loss


We incurred a net loss for the three month period ended February 28, 2015 of $9,531. We incurred a net loss for the three month period ended February 28, 2014 of $4,500. The increase in net loss was directly attributable to the increase in general and administrative expenses.


Nine Months Ended February 28, 2015 and 2014


Revenues


We have had no revenues since our inception.


Expenses


Due to a decrease in general and administrative expenses, our operating expenses during the nine month period ended February 28, 2015 decreased to $31,313 from $34,896 during the nine month period ended February 28, 2014.


Net Loss


We incurred a net loss for the nine month period ended February 28, 2015 of $31,313. We incurred a net loss for the nine month period ended February 28, 2014 of $34,896. The decrease in net loss was directly attributable to the decrease in general and administrative expenses.


Liquidity and Capital Resources


At February 28, 2015 we had a working capital deficit of $104,256 compared to working capital deficit of $82,943 at May 31, 2014. Current assets decreased to $6,240 at February 28, 2015 from $6,707 at May 31, 2014 due to a decrease in cash.


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.



11




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, 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 February 28, 2015  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 nine month period ended February 28, 2015.


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.



12




ITEM 6. EXHIBITS


The following exhibits are included with this quarterly report.


Exhibit No.

 

SEC Report Reference Number

 

Description

10.1

 

*

 

Loan Agreement by and between American Compass, Inc. and Rambo Medical Group, Inc.

31.1

 

*

 

Certification of Principal Executive Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**

31.2

 

*

 

Certification of Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**

32.1

 

*

 

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

32.2

 

*

 

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

101.INS

 

*

 

XBRL Instance Document***

101.SCH

 

*

 

XBRL Taxonomy Extension Schema Document***

101.CAL

 

*

 

XBRL Taxonomy Extension Calculation Linkbase Document***

101.DEF

 

*

 

XBRL Taxonomy Extension Definition Linkbase Document***

101.LAB

 

*

 

XBRL Taxonomy Extension Label Linkbase Document***

101.PRE

 

*

 

XBRL Taxonomy Extension Presentation Linkbase Document***


** This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.


*** Pursuant to Rule 406T of Regulation S-T, this XBRL related information shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.



13




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.



RAMBO MEDICAL GROUP, INC.


Date: April 17, 2015

By:

/s/ Dianwen Ju   

 

 

Dianwen Ju

 

 

President and Chief Executive Officer

 

 


Date: April 17, 2015

By:

/s/ Xiao Chen   

 

 

Xiao Chen

 

 

Chief Financial Officer





14