UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2011
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
Commission File No. 000-53120
Dutch Oven Gold Group Inc.
(F/K/A Nexam Acquisition Corp.)
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(Exact name of small business issuer as specified in its charter)
Delaware To be applied
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. BOX 91983, WEST VANCOUVER, BC, CANADA V7V4S4
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(Address of Principal Executive Offices)
604-925-7659
---------------------------
(Issuer's telephone number)
Not applicable
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(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 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,"
"non-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]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.) Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
As of June 30, 2011, there were 111,840,000 shares of common stock, $.0001
par value per share, issued and outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
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EXPLANATORY NOTE
The purpose of this Amendment No. 1 to DUTCH OVEN GOLD GROUP INC.'s Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2011,
filed with the Securities and Exchange Commission on July 19, 2011
(the "Form 10-Q"), is solely to furnish Exhibit 101 to the Form 10-Q in
accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report
provides the consolidated financial statements and related notes from
the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language),
and to correct the registrant name.
No other changes have been made to the Form 10-Q. This Amendment No. 1 to
the Form 10-Q speaks as of the original filing date of the Form 10-Q, does
not reflect events that may have occurred subsequent to the original filing
date, and does not modify or update in any way disclosures made in the
original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on
Exhibit 101 hereto are deemed not filed or part of a registration statement
or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933,
as amended, are deemed not filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, and otherwise are not subject to liability
under those sections.
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DUTCH OVEN GOLD GROUP INC.
(F/K/A Nexam Acquisition Corp.)
A DEVELOPMENT STAGE COMPANY
FINANCIAL STATEMENTS
JUNE 30, 2011
INDEX
Part I-- FINANCIAL INFORMATION
Page
Item 1. Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 17
Item 4T. Controls and Procedures 17
Part II-- OTHER INFORMATION
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 19
Item 4. Submission of Matters to a Vote of Security Holders 19
Item 5. Other Information 19
Item 6. Exhibits 19
Signature 20
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
-----------------------------
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
reporting and pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission ("Commission"). While these statements reflect all normal
recurring adjustments which are, in the opinion of management, necessary for
fair presentation of the results of the interim period, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. For further information, refer to
the financial statements and footnotes thereto, contained in the registration
statement filed with the Commission on Form 10.
DUTCH OVEN GOLD GROUP INC.
(F/K/A Nexam Acquisition Corp.)
FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
Dutch Oven Gold Group Inc.
Financial Statements Table of Contents
FINANCIAL STATEMENTS Page #
Balance Sheet 1
Statements of Operations 2
Statements of Cash Flows 3
Notes to the Financial Statements 4-5
DUTCH OVEN GOLD GROUP INC.
(F/K/A Nexam Acquisition Corp.)
A DEVELOPMENT STAGE COMPANY
BALANCE SHEET
(UNAUDITED)
As of JUNE 30, 2011
ASSETS
June
30, 2011
--------
CURRENT ASSETS
Cash $ --
--------
TOTAL ASSETS $ --
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses $ --
--------
TOTAL LIABILITIES --
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock - par value $0.0001
20,000,000 shares authorized;
0 shares issued and outstanding --
Common Stock - par value $0.0001;
250,000,000 shares authorized;
111,840,000 shares issued and outstanding 11,184
Additional paid in capital 52,977
Deficit accumulated during development stage (64,161)
--------
Total stockholders' equity (deficit) --
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ --
========
The accompanying notes are an integral part of these financial statements.
F-1
DUTCH OVEN GOLD GROUP INC.
(F/K/A Nexam Acquisition Corp.)
A DEVELOPMENT STAGE COMPANY
STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Quarters ended June 30, 2011 and June 30, 2010,
and from inception (January 11, 2008) through June 30, 2011
For the
Period
For the For the January 11,
3-Months 3-Months 2008
Ended Ended (Inception)
June June to June
30, 2011 30, 2010 30, 2011
----------- ----------- -----------
REVENUE Sales $ -- $ -- $ --
Cost of sales -- -- --
----------- ----------- -----------
GROSS PROFIT -- -- --
OPERATING COSTS AND EXPENSES
GENERAL & ADMINISTRATIVE EXPENSES -- -- 64,161
----------- ----------- -----------
TOTAL OPERATING COST AND EXPENSES -- -- 64,161
NET INCOME (LOSS) -- -- (64,161)
=========== =========== ===========
NET EARNINGS PER SHARE
Basic and Diluted
Net loss per share -- -- (0.00)
Basic and Diluted Weighted Average
Number of Common Shares Outstanding 111,840,000 111,840,000 111,840,000
The accompanying notes are an integral part of these financial statements.
F-2
DUTCH OVEN GOLD GROUP INC.
(F/K/A Nexam Acquisition Corp.)
A DEVELOPMENT STAGE COMPANY
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Quarters ended June 30, 2011 and June 30, 2010,
and from inception (January 11, 2008) through June 30, 2011
For the
Period
For the For the January 11,
3-Months 3-Months 2008
Ended Ended (Inception)
June June to June
30, 2011 30, 2010 30, 2011
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ -- $ -- $ (64,161)
Issuance of stock for services rendered -- -- 64,161
----------- ----------- -----------
NET CASH PROVIDED OR (USED) IN OPERATIONS -- -- --
CASH FLOWS FROM INVESTING ACTIVITIES
None -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
None -- -- --
CASH RECONCILIATION
Net increase (decrease) in cash -- -- --
Beginning cash balance -- -- --
----------- ----------- -----------
CASH BALANCE AT END OF PERIOD $ -- $ -- $ --
=========== =========== ===========
Noncash Financing and Investment Activities
Common stock issued for services rendered -- -- 64,161
Supplemental Cash Flow Information
Interest paid $ -- $ -- $ --
Income taxes paid $ -- $ -- $ --
The accompanying notes are an integral part of these financial statements.
F-3
DUTCH OVEN GOLD GROUP INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF BUSINESS
Basis of Presentation
Dutch Oven Gold Group Inc. (F/K/A Nexam Acquisition Corp.) (the "Company") was
incorporated under the laws of the State of Delaware on January 11, 2008 and
has been inactive since inception. The Company intends to serve as a vehicle
to effect an asset acquisition, merger, exchange of capital stock or other
business combination with a domestic or foreign business.
The Company has not earned any revenue from operations. Accordingly, the
Company's activities have been accounted for as those of a "Development Stage
Enterprise" as set forth in Financial Accounting Standards Board Statement No.
7 ("SFAS 7"). The Company's financial statements are identified as those of a
development stage company, and that the statements of operations, stockholders'
equity and cash flows disclose activity since the date of the Company's
inception.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a fiscal year ending on December 31.
Use of Estimates
The preparation of 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, disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Cash Equivalents
The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.
Income Taxes
Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax
asset or liability is recorded for all temporary differences between financial
and tax reporting and net operating loss carry forwards. Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets
and liabilities. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion of
all of the deferred tax assets will be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on
the date of enactment. There were no current or deferred income tax expenses or
benefits due to the Company not having any material operations for period ended
June 30, 2011.
Earnings per Share
The Company adopted the provisions of SFAS No. 128, "Earnings Per Share"
("EPS"). SFAS No. 128 provides for the calculation of basic and diluted
earnings per share. Basic EPS includes no dilution and is computed by
dividing income or loss available to common stockholders by the weighted
average number of common shares outstanding for the period. Diluted EPS
reflects the potential dilution of securities that could share in the earnings
or losses of the entity. Such amounts include shares potentially issuable
pursuant to shares to be issued, convertible debentures and outstanding options
and warrants.
Impact of New Accounting Standards
The Company does not expect the adoption of recently issued accounting
pronouncements to have a material impact on the Company's results of
operations, financial position, or cash flow.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the accrual method of
accounting in accordance with accounting principles generally accepted in the
United States of America ("GAAP"), and have been prepared on a going concern
basis, which contemplates the realization of assets and the settlement of
liabilities in the normal course of business. The Company currently has no
source of revenue to cover its costs. The Company will limit all operational
activities to searching and consummating a business combination. The Company
will offer non-cash consideration and seek equity lines as the sole method of
financing for the near term. If the Company is unable to secure financing
until a business combination is consummated, it may substantially limit or
terminate its operations or seek other business opportunities through strategic
alliances, acquisitions or other arrangements that may dilute the interests of
existing stockholders.
NOTE 4 - SHAREHOLDER'S EQUITY
The Company's board of directors has the authority to establish and fix the
designation, powers, or preferences of preferred shares without further vote by
the shareholders.
The Company has the following classes of capital stock as of June 30,
2011:
* Common stock - 250,000,000 shares authorized; $0.0001 par value; 111,840,000
shares issued and outstanding.
* Preferred stock - 20,000,000 shares authorized; $0.0001 par value; no shares
issued and outstanding.
Item 2. Management's Discussion and Analysis of Financial Conditions and
Results of Operations
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The following discussion and analysis should be read in conjunction with our
financial statements and notes to the financial statements included elsewhere
in this report as well as the Form 10-12G registration statement. This report
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and Section 21E of
the Securities Exchange Act of 1934, as amended, or the Exchange Act. We
intend that the forward-looking statements be subject to the safe harbors
created by those sections.
PLAN OF OPERATION; GOING CONCERN
BACKGROUND OF THE COMPANY
Dutch Oven Gold Group Inc. (F/K/A Nexam Acquisition Corp.) (the "Company") was
organized on January 11, 2008, as a blank check or shell company under the Laws
of the State of Delaware. The Company does not currently engage in any business
activities that provide cash flow. From inception, the primary activity of the
Company has been directed towards organizational efforts, compliance matters
and locating potential merger or acquisition candidates. The Company's primary
purpose is to engage in a merger with or acquisition of one or more private
domestic or foreign companies.
The Company is continuing its efforts to locate a merger candidate for the
purpose of a merger. It is possible that the Company will be successful in
locating such a merger candidate and closing such merger. However, if the
Company cannot effect a non-cash acquisition, the Company may have to raise
funds from a private offering of its securities under Rule 506 of Regulation D.
There is no assurance the Company would obtain any such equity funding.
The Company is still a "blank check" or "shell" company. At present, the
Company has no business opportunities under contemplation for acquisition or
merger.
GENERAL OVERVIEW
The Company's activities since inception have been limited to organizational
matters, compliance efforts and locating potential merger candidates, and the
Company has not engaged in any operating activity since its inception.
The Company has registered its Common Stock on a Form 10-SB registration
statement filed pursuant to the Securities Exchange Act of 1934 (the Exchange
Act) and Rule 12(g) thereof. The Company files with the U.S. Securities and
Exchange Commission periodic reports under Rule 13(a) of the Exchange Act,
including quarterly reports on Form 10-Q and annual reports on Form 10-K.
The Company was formed to engage in a merger with or acquisition of an
unidentified domestic or foreign company which desires to become a U.S.
reporting (public) company whose securities are qualified for trading in the
United States secondary market. The Company meets the definition of a blank
check company contained in Section 7(b)(3) of the Securities Act of 1933, as
amended.
The Company believes that there are perceived benefits to being a reporting
company with a class of publicly-traded securities which may be attractive to
foreign and domestic private companies.
These benefits are commonly thought to include:
(1) the ability to use registered shares to make acquisition of assets or
businesses;
(2) increased visibility in the financial community;
(3) the facilitation of borrowing from financial institutions;
(4) improved trading efficiency;
(5) shareholder liquidity;
(6) greater ease in subsequently raising capital;
(7) compensation of key employees through options for stock for which there
is a public market;
(8) enhanced corporate image; and,
(9) a presence in the United States capital market.
A private company which may be interested in a business combination with the
Company may include the following:
(1) a Company for which a primary purpose of becoming public is the use of
its securities for the acquisition of assets or businesses;
(2) a company which is unable to find an underwriter of its securities or
is unable to find an underwriter of securities on terms acceptable to it;
(3) a company which wishes to become public with less dilution of its Common
Stock than would occur normally upon an underwriting;
(4) a company which believes that it will be able to obtain investment
capital on more favorable terms after it has become public;
(5) a foreign company which may wish an initial entry into the United States
securities market;
(6) a special situation company, such as a company seeking a public market
to satisfy redemption requirements under a qualified Employee Stock
Option Plan; and,
(7) a company seeking one or more of the other benefits believed to attach to
a public company.
The Company is authorized to enter into a definitive agreement with a wide
variety of private businesses without limitation as to their industry or
revenues. It is not possible at this time to predict with which private
company, if any, the Company will enter into a definitive agreement or what
will be the industry, operating history, revenues, future prospects or other
characteristics of that company.
As of the date hereof, management of the Company has not made any final
decision for a business combination with any private corporations, partnerships
or sole proprietorships. When any such agreement is reached or other material
fact occurs, the Company will file notice of such agreement or fact with the
U.S. Securities and Exchange Commission on Form 8-K. Persons reading this Form
10-Q are advised to see if the Company has subsequently filed a Form 8-K.
There is presently no trading market for the Company's common stock and no
market may ever exist for the Company's common stock. The Company plans to
apply for a corporate CUSIP # for its common stock and to assist broker-dealers
in complying with Rule 15c2-11 of the Securities Exchange Act of 1934, as
amended, so that such brokers can trade the Company's common stock in the Over-
The-Counter Electronic Bulletin Board (the "OTC Bulletin Board") after the
Company is no longer classified as a "blank check" or shell company, as defined
by the U.S. Securities and Exchange Commission. There can be no assurance to
investors that any broker-dealer will actually file the materials required in
order for such OTC Bulletin Board trading to proceed.
The U.S. Securities and Exchange Commission has adopted a rule (Rule 419) which
defines a blank-check company as (i) a development stage company, that is (ii)
offering penny stock, as defined by Rule 3a51-1, and (iii) that has no specific
business plan or purpose or has indicated that its business plan is engage in a
merger or acquisition with an unidentified company or companies.
BUSINESS COMBINATION
The Company will attempt to locate and negotiate with a business entity for the
combination of that target company with the Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-for-
assets exchange (the "business combination"). In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368 of the
Internal Revenue Code of 1986, as amended. No assurances can be given that the
Company will be successful in locating or negotiating with any target business.
The Company has not restricted its search for any specific kind of businesses,
and it may acquire a business which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its business
life. It is impossible to predict the status of any business in which the
Company may become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer.
In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture,
or licensing agreement with another corporation or entity.
It is anticipated that any securities issued in any such business combination
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, it will be
undertaken by the surviving entity after the Company has entered into an
agreement for a business combination or has consummated a business combination.
The issuance of additional securities and their potential sale into any trading
market which may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market develops, of
which there is no assurance.
The Company will participate in a business combination only after the
negotiation and execution of appropriate agreements. Negotiations with a
target company will likely focus on the percentage of the Company which the
target company shareholders would acquire in exchange for their shareholdings.
Although the terms of such agreements cannot be predicted, generally such
agreements will require certain representations and warranties of the parties
thereto, will specify certain events of default, will detail the terms of
closing and the conditions which must be satisfied by the parties prior to and
after such closing and will include miscellaneous other terms. Any merger or
acquisition effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's shareholders
at such time.
LIQUIDITY AND OPERATIONAL RESULTS
The Company has no current operating history and does not have any revenues or
earnings from operations. The Company has no assets or financial resources. We
will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until the consummation of a business combination. This may
result in the Company incurring a net operating loss that will increase
continuously until the Company can consummate a business combination with a
profitable business opportunity. There is no assurance that we can identify
such a business opportunity and consummate such a business combination.
We are dependent upon our officers to meet any de minimis costs that may occur.
G.J. de Klerk, an officer and director of the Company, has agreed to provide
the necessary funds, without interest, for the Company to comply with the
Securities Exchange Act of 1934, as amended; provided that he is an officer and
director of the Company when the obligation is incurred. All advances are
interest-free.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2011, the Company had no cash and no other assets.
As part of our plan to augment our financial resources and consider attractive
business opportunities, we and our principal stockholders have entered into
discussions with an unaffiliated third party with respect to a potential merger
transaction which could result in change of control/ownership and new
management.
There can be no assurance that a merger or other significant transaction will
be consummated with the third party or, if consummated, that the Company or its
stockholders would realize any benefits from it. The proposed transactions, if
consummated, would constitute a change in control of the Company.
If a proposed transaction is consummated, a Form 8-K describing the proposed
transactions or agreement, as applicable, will be filed by the Company with the
Securities and Exchange Commission.
ACCOUNTING FOR BUSINESS COMBINATION
In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards "SFAS" No. 141, "Business Combinations" and SFAS
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires business
combinations initiated after December 31, 2001 to be accounted for using the
purchase method of accounting, and broadens the criteria for recording
intangible assets separate from goodwill. Recorded goodwill and intangibles
will be evaluated against these new criteria and may result in certain
intangibles being subsumed into goodwill, or alternatively, amounts initially
recorded as goodwill may be separately identified an recognized apart from
goodwill. SFAS No. 142 requires the use of a non-amortization approach to
account for purchased goodwill and certain intangibles. Under a
non-amortization approach, goodwill and certain intangibles is more than its
fair value. Goodwill is the excess of the acquisition costs of the acquired
entity over the fair value of the identifiable net assets acquired. The
Company is required to test goodwill and intangible assets that are
determined to have an indefinite life for impairments at least annually. The
provisions of SFAS No. 142 require the completion of an annual impairment test
with any impairment recognized in current earnings. The provisions of SFAS No.
141 and SFAS No. 142 may be applicable to any business combination that we may
enter into in the future.
We have also been informed that most business combinations will be accounted
for as a reverse acquisition with us being the surviving registrant. As a
result of any business combination, if the acquired entity's shareholders will
exercise control over us, the transaction will be deemed to be a capital
transaction where we are treated as a non-business entity. Therefore, the
accounting for the business combination is identical to that resulting from a
reverse merger, except no goodwill or other intangible assets will be recorded.
For accounting purposes, the acquired entity will be treated as the accounting
acquirer and, accordingly, will be presented as the continuing entity.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
GOING CONCERN
The financial statements included in this filing have been prepared in
conformity with generally accepted accounting principles that contemplate the
continuance of us as a going concern. Our lack of cash is inadequate to pay all
of the costs associated with our operations. Management intends to use
borrowings and security sales to mitigate the effects of its cash position,
however no assurance can be given that debt or equity financing, if and when
required will be available. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets and classification of liabilities that might be necessary should we be
unable to continue existence.
CONTRACTUAL OBLIGATIONS
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the
Company is not required to provide this information.
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This report contains various forward-looking statements that are based on the
Company's beliefs as well as assumptions made by and information currently
available to the Company. When used in this report, the words "believe,"
"expect," "anticipate," "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and
the like, and are subject to certain risks, uncertainties and assumptions
which could cause actual results to differ materially from projections or
estimates contained herein. Factors which could cause actual results to
differ materially include, among others, unanticipated delays or difficulties
in location of a suitable business acquisition candidate, unanticipated or
unexpected costs and expenses, competition and changes in market conditions,
lack of adequate management personnel and the like. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially form those anticipated,
estimated or projected. The Company cautions again placing undue reliance on
forward-looking statements all of that speak only as of the date made.
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
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As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the
Company is not required to provide information required by this Item.
Item 4T. Controls and Procedures
--------------------------------
Evaluation of Disclosure Controls and Procedures.
We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules, regulations and related forms, and
that such information is accumulated and communicated to our principal
executive officer and principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure.
As of June 30, 2011, we carried out an evaluation, under the supervision
and with the participation of our management, including our principal executive
officer and principal financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on this evaluation,
our principal executive officer and principal financial officer concluded that
our disclosure controls and procedures were effective.
Changes in internal controls.
There have been no changes in our internal controls or in other factors that
could significantly affect these controls and procedures during the quarter
ended June 30, 2011.
Limitations on the Effectiveness of Controls
The Company's management does not expect that their disclosure controls or
their internal controls over financial reporting will prevent all error and
fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, but not absolute, assurance that the objectives of a control
system are met. Further, any control system reflects limitations on resources,
and the benefits of a control system must be considered relative to its costs.
These limitations also include the realities that judgments in decision-making
can be faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people or by management override of a
control. A design of a control system is also based upon certain assumptions
about potential future conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a cost-
effective control system, misstatements due to error or fraud may occur and may
not be detected.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is currently not a party to any pending legal proceedings
and no such action by, or to the best of its knowledge, against the
Company has been threatened.
Item 1A. Risk Factors.
As a "smaller reporting company" as defined by Item 10 of Regulation
S-K, the Company is not required to provide information required by
this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security
Holders.
No matter was submitted during the quarter ending June 30,
2011, covered by this report to a vote of the Company's shareholders,
through the solicitation of proxies or otherwise.
Item 5. Other Information.
None
Item 6. Exhibits.
Exhibit Description
------- -----------
*3.1 Certificate of Incorporation, as filed with the Delaware Secretary of
State on January 11, 2008.
*3.2 By-Laws.
31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.
32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002.
-------------------------
* Filed as an exhibit to the Company's Registration Statement on Form 10-12G,
as filed with the Securities and Exchange Commission on March 4, 2008 and
incorporated herein by this reference.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, there unto duly
authorized.
Dutch Oven Gold Group Inc., a Delaware corporation
(Registrant)
Date: April 29, 2013 By: /s/ G.J. de Klerk
-----------------------------------
G.J. de Klerk
Chief Executive Officer and
Chief Financial Officer
(Principal Executive Officer)
(Principal Financial Officer)
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, G.J. de Klerk, certify that:
1 I have reviewed this Form 10-Q for the quarter ended June 30, 2011 of
Dutch Oven Gold Group Inc. (F/K/A Nexam Acquisition Corp.), a Delaware
corporation (the "Company");
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods present in this report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13-
a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principals;
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal
control over financing reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and
5. I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonable
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involved management or
other employees who have a significant role in the registrant's internal
control over financial reporting.
Dated: April 29, 2013
By: /s/ G.J. de Klerk
-------------------------------
G.J. de Klerk
Chief Executive Officer and
Chief Financial Officer
(Principal Executive Officer)
(Principal Financial Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Dutch Oven Gold Group Inc.
(F/K/A Nexam Acquisition Corp.) (the "Company") on Form 10-Q for three month
period ended June 30, 2011 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, G.J. de Klerk, certify
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
1. The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated: April 29, 2013
By: /s/ G.J. de Klerk
-------------------------------
G.J. de Klerk
Chief Executive Officer and
Chief Financial Officer
(Principal Executive Officer)
(Principal Financial Officer)
|
Note 4 - Shareholder's Equity
|
6 Months Ended |
|---|---|
|
Jun. 30, 2011
|
|
| Notes | |
| Note 4 - Shareholder's Equity | NOTE 4 - SHAREHOLDER'S EQUITY
The Company's board of directors has the authority to establish and fix the designation, powers, or preferences of preferred shares without further vote by the shareholders.
The Company has the following classes of capital stock as of June 30, 2011:
|
|
Note 3 - Going Concern
|
6 Months Ended |
|---|---|
|
Jun. 30, 2011
|
|
| Notes | |
| Note 3 - Going Concern | NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP"), and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company currently has no source of revenue to cover its costs. The Company will limit all operational activities to searching and consummating a business combination. The Company will offer non-cash consideration and seek equity lines as the sole method of financing for the near term. If the Company is unable to secure financing until a business combination is consummated, it may substantially limit or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. |
|
Note 1 - Description of Business
|
6 Months Ended |
|---|---|
|
Jun. 30, 2011
|
|
| Notes | |
| Note 1 - Description of Business | NOTE 1 - DESCRIPTION OF BUSINESS
Basis of Presentation
Dutch Oven Gold Group Inc. (F/K/A Nexam Acquisition Corp.) (the "Company") was incorporated under the laws of the State of Delaware on January 11, 2008 and has been inactive since inception. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.
The Company has not earned any revenue from operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). The Company's financial statements are identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception. |
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Note 2 - Summary of Significant Accounting Policies
|
6 Months Ended |
|---|---|
|
Jun. 30, 2011
|
|
| Notes | |
| Note 2 - Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.
Use of Estimates
The preparation of 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, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash Equivalents
The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.
Income Taxes
Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. There were no current or deferred income tax expenses or benefits due to the Company not having any material operations for period ended June 30, 2011.
Earnings per Share
The Company adopted the provisions of SFAS No. 128, "Earnings Per Share" ("EPS"). SFAS No. 128 provides for the calculation of basic and diluted earnings per share. Basic EPS includes no dilution and is computed by dividing income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of securities that could share in the earnings or losses of the entity. Such amounts include shares potentially issuable pursuant to shares to be issued, convertible debentures and outstanding options and warrants.
Impact of New Accounting Standards
The Company does not expect the adoption of recently issued accounting pronouncements to have a material impact on the Company's results of operations, financial position, or cash flow. |
|
Balance Sheet (Unaudited) - Parenthetical (USD $)
|
Jun. 30, 2011
|
|---|---|
| Balance Sheets | |
| Preferred Stock, Par Value | $ 0.0001 |
| Preferred Stock, Shares Authorized | 20,000,000 |
| Preferred Stock, Shares Issued | 0 |
| Preferred Stock, Shares Outstanding | 0 |
| Common Stock, Par Value | $ 0.0001 |
| Common Stock, Shares Authorized | 250,000,000 |
| Common Stock, Shares Issued | 111,840,000 |
| Common Stock, Shares Outstanding | 111,840,000 |
|
Document and Entity Information
|
6 Months Ended |
|---|---|
|
Jun. 30, 2011
|
|
| Document and Entity Information: | |
| Entity Registrant Name | Dutch Oven Gold Group Inc. |
| Document Type | 10-Q |
| Document Period End Date | Jun. 30, 2011 |
| Amendment Flag | false |
| Entity Central Index Key | 0001411168 |
| Current Fiscal Year End Date | --12-31 |
| Entity Common Stock, Shares Outstanding | 111,840,000 |
| Entity Filer Category | Smaller Reporting Company |
| Entity Current Reporting Status | Yes |
| Entity Voluntary Filers | Yes |
| Entity Well-known Seasoned Issuer | Yes |
| Document Fiscal Year Focus | 2011 |
| Document Fiscal Period Focus | Q2 |
|
Statement of Income (USD $)
|
3 Months Ended | 42 Months Ended | |
|---|---|---|---|
|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
|
| Revenues | |||
| Sales Revenue, Goods, Net | $ 0 | $ 0 | $ 0 |
| Revenues | 0 | 0 | 0 |
| Cost of Revenue | |||
| Cost of Revenue | 0 | 0 | 0 |
| Gross Profit | 0 | 0 | 0 |
| Operating Expenses | |||
| General and Administrative Expense | 0 | 0 | 64,161 |
| Operating Expenses | 0 | 0 | 64,161 |
| Net Income (Loss) Attributable to Parent | $ 0 | $ 0 | $ (64,161) |
| Earnings Per Share | |||
| Earnings Per Share, Basic and Diluted | $ 0 | $ 0 | $ 0 |
| Weighted Average Number of Shares Outstanding, Basic and Diluted | 111,840,000 | 111,840,000 | 111,840,000 |