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, 2014 there were 992,192 shares of the issuer’s common stock, par value $0.00001, outstanding.
RAMBO MEDICAL GROUP, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2013
TABLE OF CONTENTS
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| | 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 |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 11 |
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Item 4. | Controls and Procedures | 12 |
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| PART II - OTHER INFORMATION | |
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Item 1. | Legal Proceedings | 12 |
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Item 1A. | Risk Factors | 12 |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 12 |
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Item 3. | Defaults Upon Senior Securities | 12 |
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Item 4. | Mine Safety Disclosures | 12 |
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Item 5. | Other Information | 12 |
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Item 6. | Exhibits | 13 |
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| 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 November 30, 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 “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 at November 30, 2013 (Unaudited) and May 31, 2013
5
Condensed Statements of Operations for the six months ended November 30, 2013 and
November 30, 2012 (Unaudited) and the period from November 18, 2005 (inception)
through November 30, 2013 (Unaudited)
6
Condensed Statements of Cash Flows for the six months ended November 30, 2013 and
November 30, 2012 (Unaudited) and the period from November 18, 2005 (inception)
through November 30, 2013 (Unaudited)
7
Notes to Condensed Financial Statements (Unaudited)
8
4
7
RAMBO MEDICAL GROUP, INC.
(Formerly Viper Resources, Inc.)
(A Development Stage Company)
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
November 30, 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 position, results of operations, and cash flows on November 30, 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 Company’s May 31, 2013 and 2012 audited financial statements. The results of operations for the six months ended November 30, 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 shareholders.
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 be necessary in the event the Company cannot continue in existence.
NOTE 3. LOAN PAYABLE
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 were extended and the new date is yet to be determined.
On November 4, 2013 the company took another loan from ACI in the amount of $10,000. This is a non-interest bearing and unsecured loan. The loan does not have a maturity date.
8
RAMBO MEDICAL GROUP, INC.
(Formerly Viper Resources, Inc.)
(A Development Stage Company)
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
November 30, 2013
NOTE 4. ACCOUNTS PAYABLE
During the first quarter, American Compass Inc. has paid legal fees 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 which consists of mainly legal and auditing cost.
During the second quarter, American Compass Inc. paid $7,527 in legal fees and $1,000 in auditing fees for the company. As of November 30, the balance of payable to ACI is $33,859.
NOTE 5. COMMON STOCK
The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $.00001 per share. The Company is also authorized to issue 300,000,000 shares of common stock with a par value of $.00001 per share. 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 share for a total of $100,000. The Company had issued a total of 150,000 shares of common stock to compensate its officers during the fiscal year of 2012. There were 992,192 and 991,162 shares issued and outstanding as of November 30, 2013 and August 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 Company’s 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 was no longer a party to a lease agreement. The Company uses an office at a location provided by one of its officers rent-free.
NOTE 7. NAME CHANGE AND RECAPITALIZATION
On August 8, 2013, the Company approved a name change to Rambo Medical Group, Inc. and a 1-for-100 reverse split of its outstanding common stock. The accompanying financial statements and notes to the financial statements give retroactive effect to the reverse stock split for all periods presented.
NOTE 8. 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 Company’s 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 9. SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after November 30, 2013 through the date of this filing in accordance with FASB ASC 855 “Subsequent Events” and has determined that there were no subsequent events required to be disclosed.
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ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our condensed 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 us and to the benefit of 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 shareholders, 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.
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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 $7,135,942 as of November 30, 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 none of our executive officers receive a salary for their services to the Company, but are eligible for stock based compensation. Currently, we have no full-time employees and any 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 and six months ended November 30, 2013 increased to $30,396 from $23,437 compared to $12,677 and $23,437during the three and six months ended November 30, 2012.
Net Loss
We incurred a net loss for the three and six months ended November 30, 2013 of $14,270 and $30,396. We incurred a net loss for the three and six months ended November 30, 2012 of $12,677 and $23,437. The increase in net loss was directly attributable to the increase in general and administrative expenses.
Liquidity and Capital Resources
At November 30, 2013 we had a working capital deficit of $91,729 compared to working capital deficit of $61,333 at May 31, 2013. Current liabilities increased to $101,350 at November 30, 2013 from $65,791 at May 31, 2013 due to an increase in accounts payable. Current assets increased to $9,621 at November 30, 2013 from $4,458 at May 31, 2013 due to an increase 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 participates 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.
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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 November 30, 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 November 30, 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
The following exhibits are filed with this quarterly report.
| | | |
Exhibit
No. | | | Description |
| | | |
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.
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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.
RAMBO MEDICAL GROUP, INC.
| | |
Date: January 14, 2014 | By: | /s/ Dianwen Ju |
| | Dianwen Ju |
| | President and Chief Executive Officer |
| |
|
Date: January 14, 2014 | By: | /s/ Xiao Chen |
| | Xiao Chen |
| | Chief Financial Officer |
14
