Each of the Note Holders set forth below, other than Ron Weissberg, acquired their respective Notes as assignees of Ron Weissberg, our Chairman and CFO. The Registrant issued the original convertible note in the principal amount of $71,345 to Mr. Weissberg on December 23, 2013. The note was convertible at a price of $0.01 per share. Each of the individuals listed in the table represented to the Registrant and to Mr. Weissberg their status as "accredited investors."

The Investors set forth in the following table subscribed for restricted shares of the Registrant's common stock at a price of $0.40 per share during the week of June 1, 2014, with the express understanding that the certificates evidencing the shares would not be issued until the Effective Date of the Registrant's redomicile from the State of New Jersey to the State of Delaware and the implementation of the one-for-one hundred (1:100) reverse split. The Effective Date was August 4, 2014.

The Registrant's acceptance of the above note and restricted share subscriptions and the issuances of restricted shares immediately after the Effective Date were in reliance upon the exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Act") and Regulation S promulgated by the SEC under the Act with respect to all Investors except for those persons designated as U.S. residents. With respect to the U.S. Investors, the Registrant relied upon exemption from registration pursuant to Section 4(2) of the Act and Regulation D promulgated by the SEC under the Act. The Registrant's purpose for the capital raise by the acceptance of subscriptions for restricted shares of the Delaware corporation was in furtherance of its business plan of entering into the medical device business with the intention of enabling the Registrant to become an operating company rather than its prior status as a "shell" company as that term is defined in Rule 144(i) promulgated by the SEC under the Act.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective August 4, 2014, ADB International Group, Inc., a New Jersey corporation, completed a migratory merger with and into its wholly-owned subsidiary, ADB International Group, Inc., a Delaware corporation (the "Registrant") pursuant to an Agreement and Plan of Merger dated May 12, 2014 which was authorized by the Joint Consent of the Board of Directors and Majority Stockholders of the New Jersey corporation on May 12, 2014. The Agreement and Plan of Merger and the Joint Consent of the Board of Directors and Majority Stockholders were filed with the SEC on May 28, 2014, as part of the Definitive 14C.

On May 12, 2014, there were 284,548,014 shares of common stock issued and outstanding, of which holders of 226,591,014 shares of common stock, representing 79.63% of the issued and outstanding shares of common stock, consented to the corporate actions resulting in the redomicile and the one-for-one hundred (1:100) reverse spit.

The migratory merger resulted in the redomicile of the Registrant as a Delaware corporation. In connection with the migratory merger, the holders of record on May 19, 2014 of shares of common stock of the New Jersey corporation, the merging entity, received one (1) share of the Registrant's common stock, par value $0.00001 per share, the surviving entity, for each one hundred (100) shares of common stock, par value $0,0001 per share, of the New Jersey corporation.

The Certificate of Incorporation of the New Jersey corporation, the merging entity, provided for authorized capital stock of 525,000,000 shares comprised of 500,000,000 shares of common stock, par value $0.0001, and 25,000,000 shares of preferred stock, no par value. The Certificate of Incorporation of the Registrant, the surviving entity, provides for authorized capital stock of 520,000,000 shares comprised of 500,000,000 shares of common stock, par value $0.00001 and 20,000,000 shares of preferred stock, par value $0.00001.

Item 9.01 Financial Statements and Exhibits

(b) The following documents are filed as exhibits to this current report on Form 8-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

SIGNATURES