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:

April 30, 2016

 

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:

333-191545

 

MIRAMAR LABS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		80-0884221
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

 

7 Mayakovskogo Street, Birobidjan, Russia 679016

(Address of principal executive offices)

(775) 241-8308

(Registrant’s telephone number, including area code)

KTL BAMBOO INTERNATIONAL CORP.

(Former name, former address and former fiscal year, 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  ¨    No  ¨

(Note: The registrant is a voluntary filer of reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 and has filed during the preceding 12 months all reports it would have been required to file by Section 13 or 15(d) of the Securities Exchange Act of 1934 if the registrant had been subject to one of such Sections.)

 

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.

 

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 June 7, 2016, there were 4,504,503 (post-split) shares of the registrant’s common stock issued and outstanding.

 

 

EXPLANATORY NOTE

 

As previously reported in a Current Report on Form 8-K we filed with the Securities and Exchange Commission on May 31, 2016, on May 24, 2016, the sole member of our Board of Directors (the “Board”) authorized, and the holder (the “Majority Stockholder”) of approximately 80.0% of the issued and outstanding shares of our common stock, par value $0.001 per share (“Common Stock”), approved by written consent:

 

·

The change of our name from “KTL Bamboo International Corp.” to “Miramar Labs, Inc.” (the “Name Change”), and the filing of a Certificate of Amendment to our Amended and Restated Articles of Incorporation (the “Charter Amendment”) with respect to the Name Change. On May 26, 2016, we filed the Charter Amendment with the Nevada Secretary of State to effectuate the Name Change.

 

·

A 1.801801-for-1 forward stock split of our Common Stock in the form of a dividend (the “Forward Stock Split”) with a record date of May 31, 2016 (the “Record Date”). As a result of the Forward Stock Split, each holder of our Common Stock on the Record Date was entitled to receive 0.801801 additional shares of our Common Stock for each one share owned, rounded up to the nearest whole share.

 

All share and per share numbers in this report relating to our Common Stock prior to the Forward Stock Split have been adjusted to give effect to the Forward Stock Split, unless otherwise stated.

 

MIRAMAR LABS, INC.

 

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2016

 

TABLE OF CONTENTS

 

		PAGE
	PART I - FINANCIAL INFORMATION	4
Item 1.	Financial Statements (unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	17
	PART II - OTHER INFORMATION	18
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	18
	SIGNATURES	20

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in our Annual Report on Form 10-K for the fiscal year ended July 31, 2015, filed with the SEC on November 13, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

 

TABLE OF CONTENTS

 

	PAGE
Balance Sheets as of April 30, 2016 (unaudited) and July 31, 2015	5
Statements of Operations for the three and nine month periods ended April 30, 2016 and 2015 (unaudited)	6
Statements of Cash Flows for the nine month periods ended April 30, 2016 and 2015 (unaudited)	7
Notes to the Financial Statements (unaudited)	8

 

 

MIRAMAR LABS, INC.

(f/k/a KTL Bamboo International Corp.)

Condensed Balance Sheets

 

		April 30,				July 31,
		2016				2015
		(unaudited)
ASSETS
Current assets
Other assets
Assembly plant, net		$	30,679			$	31,494
Furniture and equipment, net			4,455				4,967
Other assets			35,134				36,461
Total assets		$	35,134			$	36,461
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable		$	101,180			$	19,923
Payable to shareholder			43,604				2,217
Accrued expenses			6,000				3,500
Total current liabilities			150,784				25,640
Total liabilities			150,784				25,640
Commitments and contingencies
Stockholders' equity (deficit)
Preferred stock, $0.001 par value, 10,000,000 shares authorized no shares issued and outstanding as of April 30, 2016 and July 31, 2015, respectively			-				-
Common stock, $0.001 par value, 300,000,000 shares authorized,  4,504,503 and 4,504,503 shares issued and outstanding as of April 30, 2016 and July 31, 2015, respectively			4,505				4,505
Additional paid-in capital			39,495				39,495
Accumulated deficit			(159,650	)			(33,179	)
Total stockholders' equity (deficit)			(115,650	)			10,821
Total liabilities and stockholders' equity (deficit)		$	35,134			$	36,461

 

See accompanying notes to unaudited condensed financial statements.

 

 

MIRAMAR LABS, INC.

(f/k/a KTL Bamboo International Corp.)

Condensed Statements of Operations

(unaudited)

 

		For the three months ended								For the nine months ended
		April 30,								April 30,
		2016				2015				2016				2015
Revenue, net		$	-			$	-			$	-			$	28,163
Operating expenses
Direct costs of revenue			-				-				-				5,040
General and administrative			22,803				7,772				128,688				26,640
Operating loss			(22,803	)			(7,772	)			(128,688	)			(3,517	)
Other income (expense)
Gain on forgiveness of debt			-				-				2,217				-
Net loss		$	(22,803	)		$	(7,772	)		$	(126,471	)		$	(3,517	)
Net loss per share - basic and diluted and diluted		$	(0.00	)		$	(0.00	)		$	(0.03	)		$	(0.00	)
Weighted average number of shares outstanding - basic and diluted			4,504,503				4,504,503				4,504,503				4,504,503

 

See accompanying notes to unaudited condensed financial statements.

 

 

MIRAMAR LABS, INC.

(f/k/a KTL Bamboo International Corp.)

Condensed Statements of Cash Flows

For the Nine Months Ended April 30,

(unaudited)

 

		2016				2015
Cash flows from operating activities:
Net loss		$	(126,471	)		$	(3,517	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation			1,327				1,677
Changes in operating assets and liabilities:
Accounts payable			81,257				-
Accounts payable to related parties			-				2,217
Accrued expenses			2,500				-
Net cash provided by (used in) operating activities			(41,387	)			377
Cash flows from financing activities:
Proceeds from advances from shareholder			41,387				-
Proceeds from related party loan			-				266
Repayments of related party loan			-				(776	)
Net cash provided by (used in) financing activities			41,387				(510	)
Net increase in cash			-				(133	)
Cash at beginning of period			-				133
Cash at end of period		$	-			$	-
Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest		$	-			$	-
Income taxes		$	-			$	-

 

See accompanying notes to unaudited condensed financial statements.

 

 

MIRAMAR LABS, INC.

(f/k/a KTL Bamboo International Corp.)

Notes to the Condensed Financial Statements

April 30, 2016

(unaudited)

 

NOTE 1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization and Business

 

KTL Bamboo International Corp. (the “Company," “we,” “us,” “our,” or “KTL Bamboo”) was formed in the State of Nevada, under the name Spacepath, Inc., on December 28, 2012, to engage in the distribution of water filtration systems produced in China. Because the Company was not able to raise sufficient capital to execute its original business plan, the Company is now engaged in discussions with third parties regarding alternative directions for the Company that could enhance shareholder value. On March 18, 2015, the Company changed its name to KTL Bamboo International Corp. in connection with a potential business combination for which the Company determined not to proceed (the “Name Change”). As of the date of these condensed financial statements the Company does not have any definitive agreements and the Company has not entered into any definitive agreement to change the Company’s direction.

 

On May 24, 2016, the sole member of our Board of Directors (the “Board”) authorized, and the holder (the “Majority Stockholder”) of approximately 80.0% of the issued and outstanding shares of our common stock, par value $0.001 per share (“Common Stock”), approved by written consent: (1) The change of our name from “KTL Bamboo International Corp.” to “Miramar Labs, Inc.” (the “Name Change”), and the filing of a Certificate of Amendment to our Amended and Restated Articles of Incorporation (the “Charter Amendment”) with respect to the Name Change. On May 26, 2016, we filed the Charter Amendment with the Nevada Secretary of State to effectuate the Name Change; and (2) A 1.801801-for-1 forward stock split of our Common Stock in the form of a dividend (the “Forward Stock Split”) with a record date of May 31, 2016 (the “Record Date”). As a result of the Forward Stock Split, each holder of our Common Stock on the Record Date was entitled to receive 0.801801 additional shares of our Common Stock for each one share owned, rounded up to the nearest whole share. See Notes 2 and 7.

 

Basis of Presentation

 

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. The results of operations for the interim period ended April 30, 2016 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending July 31, 2016. In the opinion of the Company’s management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company’s results of operations, financial position and cash flows. The unaudited interim financial statements should be read in conjunction with the audited financial statements in the Company’s Form 10-K for the year ended July 31, 2015 filed on November 13, 2015 and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

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 sustained net losses of $126,471 and used cash in operating activities of $38,667 for the nine months ended April 30, 2016. The Company had working capital deficit, stockholders’ deficit and accumulated deficit of $150,784, $115,650, and $159,650, respectively, at April 30, 2016. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. No assurance can be given that the Company will be successful in these efforts.

 

 

MIRAMAR LABS, INC.

(f/k/a KTL Bamboo International Corp.)

Notes to the Condensed Financial Statements

April 30, 2016

(unaudited)

 

The condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Use of Estimates and Assumptions

 

The preparation of condensed financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

 

Reclassifications

 

Certain amounts in the prior period condensed financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses, total assets, or stockholders’ deficit as previously reported.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

 

Fair Value of Financial Instruments

 

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of April 30, 2016.

 

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accrued liabilities and notes payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

 

Basic and Diluted Loss Per Share

 

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share,” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

 

 

MIRAMAR LABS, INC.

(f/k/a KTL Bamboo International Corp.)

Notes to the Condensed Financial Statements

April 30, 2016

(unaudited)

 

Income Taxes

 

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

 

Segment Information

 

In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company does not have any operating segments as of April 30, 2016 and 2015.

 

Effect of Recent Accounting Pronouncements

 

The Company reviews new accounting pronouncements as issued. No new pronouncements had any material effect on these unaudited financial statements. The accounting pronouncements issued subsequent to the date of these unaudited financial statements that were considered significant by management were evaluated for the potential effect on these unaudited financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these unaudited financial statements as presented and does not anticipate the need for any future restatement of these unaudited financial statements because of the retro-active application of any accounting pronouncements issued subsequent to July 31, 2014 through the date these unaudited financial statements were issued.

 

NOTE 2. STOCKHOLDERS’ EQUITY (DEFICIT)

 

The Company was authorized to issue up to 75,000,000 shares of common stock, par value $0.001 per share. On March 18, 2015, the Company increased its authorized shares of capital stock from 75,000,000 shares consisting of (i) 70,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), to 310,000,000 shares consisting of (i) 300,000,000 shares of Common Stock, and (ii) 10,000,000 shares of Preferred Stock. On March 18, 2015, the Company effected a reverse stock split of its Common Stock at a conversion rate of 1-for-2, with a result that the Company’s 5,000,000 shares of Common Stock outstanding immediately prior to the reverse stock split were converted into 2,500,000 shares of Common Stock outstanding immediately thereafter (the “Reverse Stock Split”). All share and per share numbers in this report relating to the Company’s Common Stock prior to the Reverse Stock Split have been adjusted to give effect to this conversion, unless otherwise stated.

 

Each outstanding share of Common Stock entitles the holder to one vote per share on all matters submitted to a stockholder vote. All shares of Common Stock are non-assessable and non-cumulative, with no pre-emptive rights.

 

The Reverse Stock Split became effective in the over-the-counter market on March 26, 2015.

 

During the year ended July 31, 2014, the Company issued 1,000,000 (pre-split) shares of Common Stock to 30 independent persons pursuant to a Registration Statement on Form S-1 for total cash proceeds of $40,000.

 

 

MIRAMAR LABS, INC.

(f/k/a KTL Bamboo International Corp.)

Notes to the Condensed Financial Statements

April 30, 2016

(unaudited)

 

On May 24, 2016, the sole member of our Board authorized, and the majority stock holder approved by written consent, the Forward Stock Split as of the Record Date. As a result of the Forward Stock Split, each holder of our Common Stock on the Record Date was entitled to receive 0.801801 additional shares of our Common Stock for each one share owned, rounded up to the nearest whole share. See Notes 1 and 7.

 

As of April 30, 2016, there were no outstanding stock options or warrants.

 

NOTE 3. COMMITMENTS AND CONTINGENCIES

 

From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of its business. The Company is not currently a party to any material legal proceedings, nor is the Company aware of any other pending or threatened litigation that would have a material adverse effect on the Company’s business, operating results, cash flows or financial condition should such litigation be resolved unfavorably.

 

NOTE 4. LOAN RECEIVABLE

 

The Company loaned $5,000 to an unaffiliated party. The loan is non-interest bearing, due upon demand, with no set due date. The loan was determined to be uncollectable and had been written off during the fiscal year of 2015.

 

NOTE 5. FIXED ASSETS

 

In January 2014, for $12,000, the Company purchased a 1,400 square meter tract of land located at 10346 Nakhimova Street, Khabarovsk, Russia, containing a 2,000 square foot warehouse structure which houses a small assembly plant. During the year ended July 31, 2014, the Company paid $20,580 for upgrades to the assembly plant. The Company will utilize the space to do custom orders from ready components from our suppliers.

 

Fixed assets are stated at cost. The Company utilizes straight-line depreciation over the estimated useful life of the asset. Property & Equipment – 30 years and Furniture and Equipment 5 years. For the nine months ended April 30, 2016, the Company recorded $1,327 in depreciation.

 

NOTE 6. RELATED PARTY TRANSACTIONS

 

Andrey Zasoryn, the Director and President of the Company, from time to time has loaned the Company funds for operating expenses. As of November 12, 2015, Mr. Zasoryn forgave all loans due to him, in the aggregate amount of $2,217. As of April 30, 2016 and July 31, 2015, the amounts owed were $0 and $2,217, respectively.

 

Commencing in June 2015, Andrey Zasoryn has been serving as our sole officer and director for consideration of approximately $3,000 per month.

 

A shareholder of the Company has, from time to time, loaned the Company funds for operating expenses. As of April 30, 2016, the balance was $43,604. The loans bear no interest, are unsecured and are due upon demand.

 

NOTE 7. SUBSEQUENT EVENTS

 

The Company has evaluated events subsequent through the date these financial statements have been issued to assess the need for potential recognition or disclosure in this report. Such events were evaluated through the date these financial statements were available to be issued. Based upon this evaluation, it was determined that no subsequent events occurred that require recognition or disclosure in the financial statements other than as disclosed below.

 

 

MIRAMAR LABS, INC.

(f/k/a KTL Bamboo International Corp.)

Notes to the Condensed Financial Statements

April 30, 2016

(unaudited)

 

On May 24, 2016, the Board authorized, and the Majority Stockholder of our Common Stock, approved by written consent: (1) The Name Change, and the filing of the Charter Amendment with respect to the Name Change. On May 26, 2016, we filed the Charter Amendment with the Nevada Secretary of State to effectuate the Name Change; and (2) A Forward Stock Split as of the Record Date. As a result of the Forward Stock Split, each holder of our Common Stock on the Record Date was entitled to receive 0.801801 additional shares of our Common Stock for each one share owned, rounded up to the nearest whole share. All share and per share numbers in this report relating to our Common Stock prior to the Forward Stock Split have been adjusted to give effect to the Forward Stock Split, unless otherwise stated. See Notes 1 and 2.

 

A shareholder of the Company has, from time-to-time, loaned the company funds for operating expenses. As of April 30, 2016, the balance was $43,604. On June 7, 2016, the shareholder forgave all loans due to him.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

 

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein. You should carefully review the risks described herein and in other documents we file from time to time with the Securities and Exchange Commission (“SEC”). You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

 

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.

 

All references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us,” or “our” are to Miramar Labs, Inc. (formerly known as KTL Bamboo International corp.).

 

General Overview

 

We were incorporated in the State of Nevada, under the name Spacepath, Inc., on December 28, 2012, to engage in the distribution of water filtration systems produced in China. Because we were not able to raise sufficient capital to execute our original business plan, we are now engaged in discussions with third parties regarding alternative directions for the Company that could enhance shareholder value.

 

Going forward, we intend 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. No specific assets or businesses have been definitively identified and there is no certainty that any such assets or business will be identified or any transactions will be consummated. See Part I, Item 1, “Business—Our Business Plan,” and Part I, Item 1A, “Risk Factors,” in our Annual Report for the fiscal year ended July 31, 2015, filed with the SEC on November 13 , 2015, for additional information and risks associated with our proposed business plan.

 

On March 18, 2015, we changed our name to KTL Bamboo International Corp. in connection with a potential business combination for which we determined not to proceed.

 

During the next 12 months we anticipate incurring costs related to filing of Exchange Act reports, and possible costs relating to consummating an acquisition or combination.

 

We expect that we will need to raise funds in order to effectuate our business plan. 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.  Since we have no such arrangements or plans currently in effect, our inability to raise funds for the consummation of an acquisition may have a severe negative impact on our ability to become a viable company.

 

 

Recent Developments

 

On May 24, 2016, the sole member of our Board of Directors (the “Board”) authorized, and the holder (the “Majority Stockholder”) of approximately 80.0% of the issued and outstanding shares of our common stock, par value $0.001 per share (“Common Stock’), approved by written consent:

 

·

The change of our name from “KTL Bamboo International Corp.” to “Miramar Labs, Inc.” (the “Name Change”), and the filing of a Certificate of Amendment to our Amended and Restated Articles of Incorporation (the “Charter Amendment”) with respect to the Name Change. On May 26, 2016, we filed the Charter Amendment with the Nevada Secretary of State to effectuate the Name Change.

 

·

A 1.801801-for-1 forward stock split of our Common Stock in the form of a dividend (the “Forward Stock Split”) with a record date of May 31, 2016 (the “Record Date”). As a result of the Forward Stock Split, each holder of our Common Stock on the Record Date was entitled to receive 0.801801 additional shares of our Common Stock for each one share owned, rounded up to the nearest whole share.

 

All share and per share numbers in this report relating to our Common Stock prior to the Forward Stock Split have been adjusted to give effect to the Forward Stock Split, unless otherwise stated.

 

Results of Operations

 

Three Months Ended April 30, 2016 Compared to the Three Months Ended April 30, 2015

 

Revenues and Other Income

 

During the three months periods ended April 30, 2016 and 2015, we did not realize any revenues from operations.

 

Expenses

 

Operating expenses, consisting entirely of general and administrative expenses (including professional fees) totaled $22,803 for the three months ended April 30, 2016, compared to $7,772 for the three months ended April 30, 2015, which consisted primarily of general and administrative expenses. General and administrative expenses increased as a result of an increase in professional fees.

 

 

Net Losses

 

As a result of the foregoing, we incurred a net loss of $22,803 or less than $(0.01) per share (post-split), for the three months ended April 30, 2016, compared to net loss of $7,772, or less than $(0.01) per share (post-split), for the three months ended April 30, 2015. The increase in net loss was the result of the winding down of our business distributing water filtration systems produced in China.

 

Nine Months Ended April 30, 2016 Compared to the Nine Months Ended April 30, 2015

 

Revenues and Other Income

 

During the nine months ended April 30, 2016, we did not realize any revenues from operations. During the nine months ended April 30, 2015, we realized $28,163 in revenues from operations. The decrease was the result of the winding down of our business distributing water filtration systems produced in China.

 

Expenses

 

Operating expenses, consisting entirely of general and administrative expenses (including professional fees) totaled $128,688 for the nine months ended April 30, 2016, compared to $31,680 for the nine months ended April 30, 2015, which consisted primarily of general and administrative expenses, $26,640. General and administrative expenses increased as a result of an increase in professional fees.

 

Net Losses

 

As a result of the foregoing, we incurred a net loss of $126,471 or $(0.03) per share (post-split), for the nine months ended April 30, 2016, compared to net loss of $3,517, or less than $(0.01) per share (post-split), for the nine months ended April 30, 2015. The increase in net loss was the result of the winding down of our business distributing water filtration systems produced in China offset by a gain on the forgiveness of a debt for $2,217.

 

Liquidity and Capital Resources

 

As of the date of this report, we generated only limited any revenues from our business operations. On July 12, 2013, we issued 3,603,602 shares of our Common Stock to Andrey Zasoryn, our founder, and sole officer and director, for cash in the aggregate amount of $4,000. We also sold 900,901 shares of our Common Stock in a public offering, which closed in 2014, for aggregate cash proceeds of $40,000.

 

As of April 30, 2016, we had no cash, we had liabilities of $150,784, and our working capital deficit was $150,784. We anticipate that our current liquidity is not sufficient to meet the obligations associated with being a company that is fully reporting with the SEC.

 

To date, we have managed to keep our monthly cash flow requirement low for two reasons.  First, our sole officer draws only a small salary at this time.  Second, we have been able to keep our operating expenses to a minimum by operating in space provided at no expense by our sole officer.

 

We currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

 

Our sole director and officer has made no commitments written or oral, with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.

 

 

In the nine months ended April 30, 2016, a shareholder made loans to us in the amount of $41,387 to pay certain of our expenses. However, going forward, this shareholder has made no commitments written or oral, with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.

 

We expect that we will need to raise funds in order to effectuate our business plan. We anticipate that we will need to seek financing through means such as borrowings from institutions or private individuals. There can be no assurance that we will be able to raise such funds. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to seek a buyer for our business or another entity with which we could create a joint venture.  If all of these alternatives fail, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.

 

Going Concern

 

Our independent auditor has expressed doubt about our ability to continue as a going concern and believes that our ability is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 2 of our financial statements.

 

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.

 

Contractual Obligations

 

None.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

 

The Securities and Exchange Commission recently issued "Financial Reporting Release No. 60 Cautionary Advice About Critical Accounting Policies" ("FRR 60"), suggesting companies provide additional disclosures, discussion and commentary on their accounting policies considered most critical to its business and financial reporting requirements. FRR 60 considers an accounting policy to be critical if it is important to the Company's financial condition and results of operations, and requires significant judgment and estimates on the part of management in the application of the policy.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure.

 

Our management has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, management has concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective.

 

Changes in Internal Control over Financial Reporting

 

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of April 30, 2016, that occurred during our third fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

There are no pending legal proceedings in which we are a party or in which any of our directors, officers or affiliates, any owner of record or beneficiary of more than 5% of any class of our voting securities is a party adverse to us or has a material interest adverse to us. Our property is not the subject of any pending legal proceedings.

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Other than as previously reported in our Current Reports on Form 8-K, or prior periodic reports, we did not sell any unregistered securities during the three month period ended April 30, 2016, or subsequent period through the date hereof.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

In reviewing the agreements included as exhibits to this Form 10-Q, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

 

·

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

 

·

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

 

·

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

 

 

·

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Form 10-Q and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

 

The following exhibits are included as part of this report:

 

Exhibit No.		Description
3.1		Certificate of Amendment to Amended and Restated Articles of Incorporation(1)
31.1 / 31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer(2)
32.1 / 32.2		Rule 1350 Certification of Chief Executive and Financial Officer(2)
101.INS		XBRL Instance Document(2)*
101.SCH		XBRL Schema Document(2)*
101.CAL		XBRL Calculation Linkbase Document(2)*
101.DEF		XBRL Definition Linkbase Document(2)*
101.LAB		XBRL Label Linkbase Document(2)*
101.PRE		XBRL Presentation Linkbase Document(2)*

 

*

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed "furnished" and not "filed" or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed "furnished" and not "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 

(1)

Filed with the SEC on May 31, 2016, as an exhibit to the registrant's Current Report on Form 8-K, dated May 24, 2016, which exhibit is incorporated herein by reference.

 

(2)

Filed herewith.

 

 

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.

 

		MIRAMAR LABS, INC.
Dated:  June 7, 2016		By:	/s/ Andrey Zasoryn
		Name:	Andrey Zasoryn
		Title:	President, Treasurer and Secretary (Principal Executive Officer and Principal Financial Officer)