UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q
[X] QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended
September 30, 2014
[ ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ____to _____
Commission File Number: 001-33907
CAM GROUP,
INC.
(Exact
name of registrant as specified in its charter)
Nevada |
57-1021913 |
(State or other jurisdiction
of |
(IRS Employer Identification
No.) |
incorporation or
organization) |
|
151 Shengli
Avenue North, Jixing Building, Shijiazhuang, Hebei Province, P.R.China
(Address of principal
executive offices)
(86) 311-86964264
(Registrant's telephone number, including area code)
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 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 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 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
Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [x]
Indicate the
number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.
Number of shares of common stock,
par value $.001, outstanding as of November 5, 2014: 25,295,000
CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING INFORMATION
The discussion
contained in this 10-Q under the Securities Exchange Act of 1934, as amended, contains forward-looking statements that involve
risks and uncertainties. The issuer's actual results could differ significantly from those discussed herein. These include statements
about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate,"
"expect," "intend," "plan," "will," "we believe," "the Company believes,"
"management believes" and similar language, including those set forth in the discussions under "Notes to Consolidated
Financial Statements" and "Management's Discussion and Analysis or Plan of Operation" as well as those discussed
elsewhere in this Form 10-Q. We base our forward-looking statements on information currently available to us, and we assume no
obligation to update them. Statements contained in this Form 10-Q that are not historical facts are forward-looking statements.
TABLE
OF CONTENTS |
PART
I. FINANCIAL INFORMATION |
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ITEM 1. FINANCIAL STATEMENTS |
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4 |
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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11 |
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ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK |
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12 |
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ITEM 4. CONTROLS AND PROCEDURES |
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13 |
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PART II. OTHER
INFORMATION |
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ITEM 1. LEGAL PROCEEDINGS |
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14 |
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ITEM 1A. RISK FACTORS |
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14 |
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ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS |
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14 |
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES |
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14 |
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ITEM 4. MINE SAFETY DISCLOSURE |
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14 |
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ITEM 5. OTHER INFORMATION |
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14 |
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ITEM 6. EXHIBITS |
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14 |
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SIGNATURES |
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15 |
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INDEX TO EXHIBITS |
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16 |
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ITEM 1. FINANCIAL
STATEMENTS
FINANCIAL STATEMENTS
(UNAUDITED)
September 30,
2014
The financial
statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been condensed or omitted. However, in the opinion of management,
all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results
of operations for the periods presented have been made. These financial statements should be read in conjunction with the
accompanying notes, and with the historical financial information of the Company.
CAM Group, Inc. and Subsidiaries |
Consolidated Balance Sheets |
As of September 30, 2014 and December 31, 2013 |
| |
| |
|
| |
| |
|
| |
September 30, 2014 | |
December 31, 2013 |
| |
(Unaudited) | |
(Audited) |
Current Assets | |
| |
|
| |
| |
|
Cash and cash equivalent | |
$ | 400,324 | | |
$ | 5,600,286 | |
Accounts receivable | |
| 1,668,296 | | |
| 1,675,831 | |
Inventory | |
| 1,720,397 | | |
| — | |
Advance to suppliers | |
| 1,488,882 | | |
| 3,225,615 | |
Prepayment and deposits | |
| 2,691 | | |
| 2,703 | |
Advanced to related parties | |
| 5,141,349 | | |
| — | |
Interest receivable | |
| 137,947 | | |
| — | |
Other receivable | |
| 2,324 | | |
| 2,335 | |
Total Current Assets | |
| 10,562,210 | | |
| 10,506,770 | |
| |
| | | |
| | |
Plant and Equipment, Net | |
| 110,318 | | |
| 135,722 | |
| |
| | | |
| | |
Total Assets | |
$ | 10,672,528 | | |
$ | 10,642,492 | |
| |
| | | |
| | |
Liabilities | |
| | | |
| | |
Accounts payables and accrued expenses | |
$ | 127,587 | | |
$ | 81,279 | |
Due to shareholders | |
| 907,315 | | |
| 698,718 | |
Due to related parties | |
| 68,827 | | |
| 58,838 | |
Other payables | |
| — | | |
| — | |
Income Tax Payable | |
| 1,646,587 | | |
| 1,654,025 | |
Total Liabilities | |
| 2,750,316 | | |
| 2,492,860 | |
| |
| | | |
| | |
| |
| | | |
| | |
Equity | |
| | | |
| | |
Preferred stock, $.001 par value, 10,000,000 shares authorized, 1,000,000 shares | |
| 1,000 | | |
| 1,000 | |
issued and outstanding as of September 30, 2014 and December 31, 2013, respectively | |
| | | |
| | |
Common stock, $.001 par value, 90,000,000 shares authorized, 25,295,000 shares | |
| 25,295 | | |
| 25,295 | |
issued and outstanding as of September 30, 2014 and December 31, 2013, respectively | |
| | | |
| | |
Additional paid-in capital | |
| 556,790 | | |
| 556,790 | |
Accumulated other comprehensive income | |
| 116,402 | | |
| 153,321 | |
Retained earnings (deficits) | |
| 7,172,018 | | |
| 7,361,766 | |
Non-controlling interest | |
| 50,707 | | |
| 51,460 | |
Total equity | |
| 7,922,212 | | |
| 8,149,632 | |
| |
| | | |
| | |
Total Liabilities and Equity | |
$ | 10,672,528 | | |
$ | 10,642,492 | |
| |
| | | |
| | |
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| | |
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| | |
The accompanying notes are an integral part of these consolidated financial statements |
CAM Group, Inc. and Subsidiaries |
Consolidated Statements of Operations and Consolidated Comprehensive Income |
For The Three and Nine Months Ended September 30, 2014 and 2013 |
(Unaudited) |
| |
| |
| |
| |
|
| |
For the three months ended | |
For the nine months ended |
| |
September 30, 2014 | |
September 30, 2013 | |
September 30, 2014 | |
September 30, 2013 |
| |
| |
| |
| |
|
Revenue - related party | |
| |
| |
| |
|
Advertising revenues from AMP | |
$ | — | | |
$ | 1,659,221 | | |
$ | — | | |
$ | 5,009,557 | |
Commission from AMP | |
| — | | |
| 3,775 | | |
| — | | |
| 17,187 | |
Total revenues | |
| — | | |
| 1,662,996 | | |
| — | | |
| 5,026,744 | |
Cost of revenue | |
| — | | |
| 43,009 | | |
| — | | |
| 95,750 | |
Gross profit | |
| — | | |
| 1,619,987 | | |
| — | | |
| 4,930,994 | |
| |
| — | | |
| | | |
| | | |
| | |
Operating expenses: | |
| — | | |
| | | |
| | | |
| | |
Selling, General & administrative expenses | |
| 70,763 | | |
| 170,866 | | |
| 327,872 | | |
| 507,649 | |
Advertising expenses | |
| — | | |
| 36,031 | | |
| — | | |
| 36,556 | |
Total operating expenses | |
| 70,763 | | |
| 206,897 | | |
| 327,872 | | |
| 544,205 | |
| |
| — | | |
| | | |
| | | |
| | |
Operating (loss) / income | |
| (70,763 | ) | |
| 1,413,090 | | |
| (327,872 | ) | |
| 4,386,789 | |
| |
| — | | |
| | | |
| | | |
| | |
Other income (expenses) | |
| — | | |
| | | |
| | | |
| | |
Interest income (expenses) | |
| 51,807 | | |
| 3 | | |
| 137,940 | | |
| 13 | |
(Income) loss from currency exchange | |
| 56 | | |
| (7,553 | ) | |
| 184 | | |
| (7,553 | ) |
Total other income (expenses) | |
| 51,863 | | |
| (7,550 | ) | |
| 138,124 | | |
| (7,540 | ) |
| |
| — | | |
| | | |
| | | |
| | |
(Loss) income before income tax | |
| (18,900 | ) | |
| 1,405,540 | | |
| (189,748 | ) | |
| 4,379,249 | |
| |
| — | | |
| | | |
| | | |
| | |
Income tax expense | |
| — | | |
| 257,131 | | |
| — | | |
| 775,518 | |
| |
| — | | |
| | | |
| | | |
| | |
Net (loss) income | |
| (18,900 | ) | |
| 1,148,409 | | |
| (189,748 | ) | |
| 3,603,731 | |
Less: Net income attributable to noncontrolling interests | |
| — | | |
| — | | |
| — | | |
| — | |
Net income attributable to CAM Group common shareholders | |
| (18,900 | ) | |
| 1,148,409 | | |
| (189,748 | ) | |
| 3,603,731 | |
| |
| | | |
| | | |
| | | |
| | |
Net (loss) income per share: | |
| | | |
| | | |
| | | |
| | |
Basic | |
| ** | | |
$ | 0.05 | | |
$ | (0.01 | ) | |
$ | 0.14 | |
Diluted | |
| N/A | | |
$ | 0.01 | | |
| N/A | | |
$ | 0.03 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average number of shares | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 25,295,000 | | |
| 25,295,000 | | |
| 25,295,000 | | |
| 25,182,574 | |
Diluted | |
| 125,295,000 | | |
| 125,295,000 | | |
| 125,295,000 | | |
| 125,182,574 | |
| |
| | | |
| | | |
| | | |
| | |
Comprehensive income: | |
| | | |
| | | |
| | | |
| | |
Net (loss) income | |
$ | (18,900 | ) | |
$ | 1,148,409 | | |
$ | (189,748 | ) | |
$ | 3,603,731 | |
Foreign currency translation adjustment | |
| 84,461 | | |
| 19,943 | | |
| (37,672 | ) | |
| 84,744 | |
Comprehensive income: | |
| 65,561 | | |
| 1,168,352 | | |
| (227,420 | ) | |
| 3,688,475 | |
Comprehensive income attributable to noncontrolling interests | |
| 1,689 | | |
| 398 | | |
| (753 | ) | |
| 1,695 | |
Comprehensive income attributable to CAM Group | |
$ | 63,872 | | |
$ | 1,167,954 | | |
$ | (226,667 | ) | |
$ | 3,686,780 | |
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| | | |
| | | |
| | | |
| | |
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| | | |
| | | |
| | | |
| | |
** less than $.01 | |
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The accompanying notes are an integral part of these consolidated financial statements |
CAM Group, Inc. and Subsidiaries |
Consolidated Statements of Cash Flows |
For The Nine Months Ended September 30, 2014 and 2013 |
(Unaudited) |
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| |
|
| |
For the nine months ended |
| |
September 30, 2014 | |
September 30, 2013 |
| |
| |
|
Cash flows from operating activities: | |
| |
|
Net (loss) income | |
$ | (189,748 | ) | |
$ | 3,603,731 | |
Adjustments to reconcile net income to net cash | |
| | | |
| | |
provided by (used in) operating activities: | |
| | | |
| | |
Depreciation | |
| 24,681 | | |
| 26,121 | |
Stock based compensation | |
| — | | |
| 37,500 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Advance to suppliers | |
| 1,714,325 | | |
| (1,977,494 | ) |
Inventory | |
| (1,712,502 | ) | |
| — | |
Advanced to related parties - business trade | |
| — | | |
| (206,249 | ) |
Prepayments and other receivable | |
| — | | |
| (7,047 | ) |
Interest receivable | |
| (137,314 | ) | |
| — | |
Other payable and accrued expenses | |
| 46,357 | | |
| 29,497 | |
Taxes Payable | |
| — | | |
| 775,518 | |
Net cash (used in) provided by operating activities | |
| (254,201 | ) | |
| 2,281,577 | |
| |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | |
Purchase of property and equipment | |
| — | | |
| (2,919 | ) |
Advanced to related parties | |
| (5,117,753 | ) | |
| (1,838,730 | ) |
Net cash (used in) financing activities | |
| (5,117,753 | ) | |
| (1,841,649 | ) |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Proceeds from shareholders loan payable | |
| 210,768 | | |
| 59,547 | |
Proceeds from related party loan payable | |
| 10,207 | | |
| — | |
Repayment related party loan payable | |
| | | |
| (30,346 | ) |
Proceeds from sales of stock | |
| | | |
| 300,000 | |
Net cash provided by financing activities | |
| 220,975 | | |
| 329,201 | |
| |
| | | |
| | |
Effect of changes in exchange rate | |
| (48,983 | ) | |
| 35,079 | |
| |
| | | |
| | |
Net (decrease) / increase in cash and cash equivalents | |
| (5,199,962 | ) | |
| 804,208 | |
| |
| | | |
| | |
Cash and cash equivalents at the beginning of the year | |
| 5,600,286 | | |
| 1,248,673 | |
| |
| | | |
| | |
Cash and cash equivalents at the end of the year | |
$ | 400,324 | | |
$ | 2,052,881 | |
| |
| | | |
| | |
SUPPLEMENTAL CASH FLOW INFORMATION: | |
| | | |
| | |
Cash paid for interest | |
$ | — | | |
$ | — | |
Cash paid for income taxes | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
| |
| | | |
| | |
The accompanying notes are an integral part of these consolidated financial statements |
CAM
GROUP, INC. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE three and NINE months ended September 30, 2014 and 2013
(Expressed in USD)
1. BASIS OF PRESENTATION
The accompanying
unaudited condensed consolidated financial statements have been prepared in accordance with both generally accepted accounting
principles for interim financial information, and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial
statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal
recurring accruals) that are, in the opinion of management, considered necessary for a fair presentation of the results for the
interim periods presented. Interim results are not necessarily indicative of results for a full year.
The unaudited
condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the
interim financial information have read or have access to the Company’s annual audited consolidated financial statements
for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction
with the Annual Report on Form 10-K for the year ended December 31, 2013.
2. ORGANIZATION
AND BUSINESS BACKGROUND
CAM Group
Inc. (the “Company” or “CAMG”) was originally incorporated as Savannah River Technologies, Inc. under
the laws of the State of South Carolina on March 2, 1995. On July 20, 2007, the Company formed a corporation pursuant to the laws
of the State of Nevada having a par value of $0.001 for both the preferred and common stock. On August 11, 2007, the stockholders
of the Company approved a change of corporate domicile which resulted in the dissolution of the South Carolina Corporation and
the Company became domiciled in the State of Nevada. On September 13, 2012, the Company changed its name to CAM Group Inc. to
more accurately reflect its business after a stock exchange transaction with CAM Group set forth below.
On April
17, 2012, CAMG completed a stock exchange transaction with China Agriculture Media Group Co., Ltd (“CAM Group”). CAM
Group is organized and exists under the laws of Hong Kong Special Administrative Region of the People’s Republic of China
(the “PRC”), which was incorporated on March 30, 2011. CAM Group is an investment holding company, whose only asset
is 100% equity interest in China Agriculture Media (Hong Kong) Group Co. Ltd. (“CAM HK”). CAM HK is an investment
holding company organized and exists under the laws of Hong Kong Special Administrative Region of PRC, with its only asset being
a 98% equity interest in China Agriculture Media (Hebei) Co. Ltd. (“CAM Hebei”). CAM Hebei was established in the
Hebei Province, PRC on November 28, 2011 as a Chinese domestic enterprise.
The stock
exchange transaction involved two simultaneous transactions:
CAMG
issued to CAM Group Shareholders an amount equal to 22,500,000 new investment shares of Common Stock of CAMG and 1,000,000 shares
of CAMG super-voting Preferred Stock in exchange for one hundred percent (100%) of the issued and outstanding share capital of
CAM Group from CAM Group Shareholders.
CAMG
issued 1,607,853 shares of Common Stock to CAMG prior management and an advisor for services previously rendered. Simultaneously, the former Chief Executive Officer of CAMG, returned 2,500,000 shares of Common stock to the CAMG treasury for immediate
cancelation.
Upon
completion of the exchange, CAM Group and its subsidiaries became subsidiaries of CAMG and the former owners of CAM Group then
owned a ‘controlling interest’ in CAMG representing 98% of the voting shares of CAMG and 90% of the issued and outstanding
shares of Common Stock.
The stock
exchange transaction has been accounted for as a reverse acquisition and recapitalization of CAMG whereby CAM Group is deemed
to be the accounting acquirer (legal acquiree) and CAMG to be the accounting acquiree (legal acquirer). The accompanying
consolidated financial statements are in substance those of CAM Group and its subsidiaries, with the assets, liabilities, revenues
and expenses, of CAMG being included effective from the date of stock exchange transaction. Accordingly, the financial position,
results of operations, and cash flows of the accounting acquirer are included for all periods presented as if the recapitalization
had occurred at the beginning of the earliest period presented and the operations of the accounting acquiree are included from
the date of stock exchange transaction.
CAMG,
CAM Group, CAM HK and CAM Hebei are hereafter collectively referred to as the “Company”.
3. RECENTLY
ISSUED ACCOUNTING STANDARDS
The Company
has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2014-15, and does not believe the
future adoption of any such pronouncements may be expected to cause a material impact on its consolidated financial condition
or the consolidated results of its operations.
4. CASH
AND CASH EQUIVALENTS
As of
September 30, 2014, the cash balance was $400,324, of which $105,721 was held in major financial institutions located in Hong
Kong, and $289,716 was held in major financial institutions located in the PRC and $4,887 as petty cash.
These
bank balances are not insured. The remittance of these funds out of China is subject to exchange control restrictions imposed
by the Chinese government. Management believes that the major financial institutions in the PRC and Hong Kong have acceptable
credit ratings.
5. INVENTORIES
As
of September 30, 2014, the Company had inventories of $1,720,397 in fertilizer. The Company performs a physical inventory
count on a regular basis.
6. ADVANCED
TO suppliers
As of
September 30, 2014 and December 31, 2013, the Company had advanced to suppliers $1,488,882 and $3,225,615, respectively,
representing the deposits made to suppliers pursuant to fertilizer contracts in order to secure lower price of fertilizer. The
amount and percentage of each major supplier are set forth below.
Suppliers | |
As of September 30, 2014 | |
| |
As of December 31, 2013 | |
|
Supplier A | |
$ | 1,488,882 | | |
| 100 | % | |
$ | 1,497,447 | | |
| 46.4 | % |
Supplier B | |
| 0 | | |
| 0 | % | |
| 1,728,168 | | |
| 53.6 | % |
Total | |
$ | 1,488,882 | | |
| 100.0 | % | |
$ | 3,225,615 | | |
| 100.0 | % |
7. ADVANCED
TO RELATED PARTY
As of September
30, 2014, the Company had a loan advance to Parko (Hong Kong) Limited (“Parko”), Hebei AMP’s business affiliate
for $5,141,349. The loan advance to Parko is due on January 14, 2015 with interest at a rate of 4% per annum. Accordingly, the
Company recorded interest income of $137,315 during the nine months ended September 30, 2014, which has been included under interest
receivable in the accompanying consolidated balance sheet as of September 30, 2014.
8. PROPERTY,
PLANT AND EQUIPMENT
Property, plant and equipment
are comprised of the following amounts at the respective dates:
| |
As
of |
| |
September
30, 2014 | |
December
31, 2013 |
Cost: | |
| | | |
| | |
Computer
equipment and software | |
$ | 13,024 | | |
$ | 13,083 | |
Advertising
equipment | |
| 166,677 | | |
| 167,429 | |
Construction
in progress | |
| 541 | | |
| 544 | |
Total | |
| 180,242 | | |
| 181,056 | |
Accumulated
depreciation | |
| (69,924 | ) | |
| (45,334 | ) |
Net | |
$ | 110,318 | | |
$ | 135,722 | |
During
the nine months ended September 30, 2014 and 2013, the Company had depreciation expenses of $24,681 and $26,121, respectively.
9. RELATED
PARTY BALANCES AND TRANSACTIONS WITH MAJOR SHAREHOLDERS
Due to
related parties as of September 30, 2014 and December 31, 2013 consisted of following:
| |
As
of |
| |
September
30, 2014 | |
December
31, 2013 |
| |
| |
|
Hebei
AMP (a) | |
$ | 68,827 | | |
$ | 58,838 | |
| |
| | | |
| | |
PMI
(b) | |
| 788,387 | | |
| 579,253 | |
Shareholder
(c) | |
| 118,928 | | |
| 119,465 | |
Total | |
$ | 976,142 | | |
$ | 757,556 | |
(a) |
Hebei Agricultural
Means of Production Co. Ltd. |
Hebei
Agricultural Means of Production Co. Ltd. (“Hebei AMP”) indirectly owns 2% capital interest of CAM Hebei, through
its wholly-owned subsidiary, Shijiazhuang Qijin Cultural Presentation Inc. Hebei AMP has common management of the Company as follows:
Mr.
Chen Lijun who serves as the Chairman of the Company during the period from April 17, 2012 through December 11, 2013, is
the Chairman and President of Hebei AMP;
Mr.
Peng Guo Jiang, who serves as the General Manager, Land Director of the Company during the period from April 17, 2012
through December 11, 2013, is the Vice President of Hebei AMP.
Mr. Peng
Guo Jiang holds approximate 36% of CAMG common stock and 38% of CAM preferred stock as a trustee holding the shares for Hebei
AMP.
As of
September 30, 2014 and December 31, 2013, the balance due to Hebei AMP was $68,827 and $58,838, respectively.
(b) |
Precursor
Management Inc. |
On March
30, 2011, the Company entered into an agreement with Precursor Management Inc. (“PMI”) which is controlled by the
Company’s former President and is also a shareholder of the Company. Since March 2011, PMI has assisted the Company with
listing on the over the counter stock market and SEC compliance work, and paid for the Company’s expenses related to daily
operations. The agreement expired in March 2013. During the nine months ended September 30, 2014, the Company borrowed $210,768
from PMI to pay for its daily operations. The funds borrowed from PMI were not evidenced by a promissory note, but rather was an
oral agreement between PMI and the Company and due on demand. As of September 30, 2014, the outstanding balance due to PMI was
$788,387.
9. RELATED
PARTY BALANCES AND TRANSACTIONS WITH MAJOR SHAREHOLDERS (CONTINUED)
In addition,
the Company had outstanding balances of $118,928 due to the Company’s former President as of September 30, 2014. The funds
borrowed from the Company’s former President were to fund the Company’s operations. The balance due to shareholder
was not evidenced by a promissory note, but rather was an oral agreement between the shareholder and the Company and due on demand.
On July 29, 2013, the President resigned as President, director and Secretary of the Company due to his personal reason, without
any specific disagreement with the Company on any matter.
Advertising
Revenues – Related Party
After
completing the installation of the LCD displays in 2012, the Company has entered an advertising services contract with Hebei AMP,
pursuant to which Hebei AMP agreed to purchase a total of 15,768,000 seconds per year for LCD advertising time at a rate of no
less than RMB2.54 (USD0.41), starting from June 2012. The contract was renewed on May 30,
2013 for seven months from June 1, 2013 to December 31, 2013. The Company and Hebei AMP renegotiated the contract after
the expiration on December 31, 2013, which had not been extended as of November 5, 2014. Accordingly, the Company had no revenues
generated from its advertising business during the three and nine months ended September 30, 2014.
Fertilizer
Agreements - Related Party
Starting
on October 30, 2012 the Company, through its subsidiary CAM Hebei entered into a series of oral and written agreements (collectively
the “Agreements”) with Hebei AMP for the purchase and sale of fertilizer in Hebei Province China, pursuant to which,
fertilizer products shall be sold by Hebei AMP to CAM Hebei for a purchase price of approximately $2,000,000. Hebei AMP will deliver
the fertilizer to CAM Hebei as needed. The Company serves primarily as a trading agent for Hebei AMP during the transactions and
therefore recognizes revenue for these transactions on a net rather than a gross basis. During the three and nine months ended
September 30, 2014 and 2013, the Company had no revenues generated from trading agent business.
10. INCOME
TAXES
The Company
uses the asset and liability method, where deferred tax assets and liabilities are determined based on the expected future tax
consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting
purposes. There are no material timing differences and therefore no deferred tax asset or liability at September 30, 2014.
As of
September 30, 2014, the U.S. operation had net operating losses of $642,364 available for federal tax purposes, which are available
to offset future taxable income. The net operating loss carry forwards begin to expire in 2034. The Company
has provided for a full valuation allowance for any future tax benefits from the net operating loss carryforwards as the management
believes it is more likely than not that these assets will not be realized in the future.
The effective
income tax expenses for the three and nine months ended September 30, 2014 and 2013 are as follows:
| |
For the three months ended | |
For the nine months ended |
| |
September 30, 2014 | |
September 30, 2013 | |
September 30, 2014 | |
September 30, 2013 |
| |
| |
| |
| |
|
Current taxes | |
| 0 | | |
$ | 257,131 | | |
| 0 | | |
$ | 775,518 | |
Deferred taxes | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| |
| 0 | | |
$ | 257,131 | | |
| 0 | | |
$ | 775,518 | |
11. EARNINGS
PER SHARE
Basic
net income per share is computed using the weighted average number of the common shares outstanding during the periods. Diluted
net income per share is computed using the weighted average number of all dilutive common stock equivalents during the periods.
As of September 30, 2014, the Company had 1,000,000 shares of convertible preferred stock outstanding whose effect was dilutive
and included in diluted net income per share during the periods.
The following
table sets forth the computation of basic and dilutive net income per share for the three and nine months ended September 30,
2014 and 2013, respectively:
| |
For the three months ended | |
For the nine months ended |
| |
September 30, 2014 | |
September 30, 2013 | |
September 30, 2014 | |
September 30, 2013 |
| |
| |
| |
| |
|
Net (loss) income | |
$ | (18,900 | ) | |
$ | 1,148,409 | | |
$ | (189,748 | ) | |
$ | 3,603,731 | |
Net (loss) income per share | |
| | | |
| | | |
| | | |
| | |
Basic | |
| ** | | |
$ | 0.05 | | |
$ | (0.01 | ) | |
$ | 0.14 | |
Diluted | |
| N/A | | |
$ | 0.01 | | |
| N/A | | |
$ | 0.03 | |
Weighted average number of shares outstanding | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 25,295,000 | | |
| 25,295,000 | | |
| 25,295,000 | | |
| 25,182,574 | |
Diluted | |
| 125,295,000 | | |
| 125,295,000 | | |
| 125,295,000 | | |
| 125,182,574 | |
| |
| | | |
| | | |
| | | |
| | |
** Less
than $.01
12. CONCENTRATION
AND RISK
For the
nine months ended September 30, 2014, 100% of the Company’s assets were located in the PRC.
13. COMMITMENT AND CONTINGENCIES
The
Company leases its office space under a 2-year non-cancelable operating lease agreement which expired on June 30,
2014. The monthly lease payment is approximately $800. After the expiration, the Company will stay in the same
office space and make the rental payment at the same rate on month-to-month basis.
14. SEGMENTS
The
Company determined that it did not operate in any material, separately reportable operating segments as of September 30, 2014.
15. SUBSEQUENT EVENTS
In accordance
with ASC Topic 855-10, the Company has analyzed its operations subsequent to September 30, 2014 to the date these financial statements
were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
ITEM 2. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Special Note
Regarding Forward-Looking Statements
This periodic
report contains certain forward-looking statements with respect to the Plan of Operations provided below, including information
regarding the Company’s financial condition, results of operations, business strategies, operating efficiencies or synergies,
competitive positions, growth opportunities, and the plans and objectives of management. The statements made as part of the Plan
of Operations that are not historical facts are hereby identified as "forward-looking statements."
Critical
Accounting Policies and Estimates
The preparation
of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect the amounts reported in the unaudited Financial Statements
and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances. Actual results could differ from these estimates under different
assumptions or conditions. The Company believes there have been no significant changes during the three and
nine months ended September 30, 2014, to the items disclosed as significant accounting policies in management's Notes to
the Financial Statements in the Company's annual report on Form 10K for the year ended December 31, 2013.
Corporate
History
As used
herein the terms "We", the "Company", "CAMG", the "Registrant," or the "Issuer"
refers to CAM Group, Inc., formerly known as “RT Technologies, Inc.”, its subsidiaries and predecessors, unless indicated
otherwise. The Company was originally incorporated as Savannah River Technologies, Inc. under the laws of the State of South Carolina
on March 2, 1995. On July 20, 2007, the Company formed a corporation pursuant to the laws of the State of Nevada having a par
value of $0.001 for both the preferred and common stock. On August 11, 2007, the stockholders of the Company approved a change
of corporate domicile which resulted in the dissolution of the South Carolina Corporation and the Company became domiciled in
the State of Nevada. On September 13, 2012, the Company changed its name to CAM Group Inc. (“CAMG”) to more accurately
reflect its business after a stock exchange transaction set forth below.
On April
17, 2012, CAMG completed a stock exchange transaction with China Agriculture Media Group Co., Ltd (“CAM Group”). CAM
Group is organized and exists under the laws of Hong Kong Special Administrative Region of the People’s Republic of China
(the “PRC”), which was incorporated on March 30, 2011. CAM Group is an investment holding company, whose only asset
is 100% equity interest in China Agriculture Media (Hong Kong) Group Co. Ltd. (“CAM HK”). CAM HK is an investment
holding company organized and exists under the laws of Hong Kong Special Administrative Region of PRC, with its only asset being
a 98% equity interest in China Agriculture Media (Hebei) Co. Ltd. (“CAM Hebei”). CAM Hebei was established in the
Hebei Province, PRC on November 28, 2011 as a Chinese domestic enterprise. Immediately upon the Closing date, CAMG issued to the
CAM Group shareholders 22,500,000 new investment shares of CAMG Common Stock and 1,000,000 shares of CAMG super-voting Preferred
Stock to the CAMG Shareholders in exchange for all of their shares of registered capital stock of CAM Group. Upon completion of
the exchange, CAM Group and its subsidiaries became subsidiaries of CAMG and the former owners of CAM Group then owned a ‘controlling
interest’ in CAMG representing 98% of the voting shares of CAMG and 90% of the issued and outstanding shares of Common Stock.
Our corporate structure after closing is set forth as follows:
CAM Group, Inc. |
owns 100% of |
China Agriculture
Media Group Co., Ltd. |
owns 100% of |
China Agriculture
Media (Hong Kong) Group Co., Ltd. |
owns 98% of |
China Agriculture
Media (Hebei) Co., Ltd |
CAMG,
CAM HK and CAM Hebei are hereafter collectively referred to as the “Company”.
CAMG manages
the operations of CAM Hebei, a company which is principally engaged in developing the Chinese agricultural and consumer market.
CAMG is seeking to build and grow its core business in advertising, wholesale and retail sales and is analyzing new market opportunities
that would allow management to strategically expand into additional profitable and synergistic markets.
PLAN OF OPERATIONS
Overview:
CAMG has acquired marketing rights to a comprehensive retail network composed of up to 16,000 retail stores located in
Hebei province by forming a joint venture company: CAM Hebei, with Hebei Agricultural Means of Production Co. Ltd.
(“Hebei AMP”). The retail network are currently owned and operating under the state-owned system of China Supply
and Marketing Cooperative Association (“China Co-Op”) and China National Agricultural Means of Production Group
Corporation (“National AMP”) and have been in operation for 60 years (the “Network”). CAMG does not
have ownership of stores within the Network. It draws a large percentage of the region’s farming population who
take advantage of government subsidized agricultural products only sold within the Network stores. Although farmers are free
to visit stores outside the Network, the restrictions on the sale of fertilizer products and subsidized pricing of the
Network significantly reduce competition. As a result, our Network has a “captive” audience consisting of farmers
who would otherwise be priced out of purchasing fertilizer at other locations because these government subsidies are
only available within the Network. It is CAMG’s objective to capitalize on the buying power of this captive market
with additional products. In addition to the marketing rights agreement CAMG also entered into an advertising agreement with
Hebei AMP. THe advertising agreement expired as of December 31,2013.
While
the Company has not generated any revenues since January of 2014 because our advertising agreement with Hebei AMP was not extended
(see below), our primary source of revenues has historically been from selling advertising time on monitors it has installed on
the outside of 300 Network stores. The Network covers a rural population of over 40 million people or approximately 55% of Hebei’s
70 million residents and is managed by Hebei AMP, which is a related party of the Company by common shareholders and indirectly
owns 2% of the capital interest of CAM Hebei.
Advertising
tools such as LCD displays, posters, and outdoor billboards will be available for potential clients who are intended to develop
Chinese rural market, to advertise their products. These tools will also assist clients to build their corporate images, and assist
government departments in providing general public service announcements to local residents.
By utilizing
existing resources, such as the facilities, network and experience of the Company’s strategic partners, Hebei AMP and China
Co-Op Hebei, CAMG can promptly establish its access to the rural retail market. The Company will act as the exclusive sales and
advertising agent for up to 16,000 retail outlets located in Hebei province and strives to assist our clients to promote suitable
products attractive to the rural consumer.
As of
November 5, 2014, our advertising agreement with Hebei AMP had not been extended. As a result, we will not have any revenues during
the three and nine months ended September 30, 2014. We are not certain as to whether the Hebei AMP agreement will be executed
or whether we will enter into advertising agreements with other parties.
However,
we do not believe the termination of our advertising contract with Hebei AMP will have an impact on our marketing rights in the
Network because we have acquired marketing
rights by forming a joint venture company
with Hebei AMP. The joint venture company is an individual operating company, and
Hebei AMP indirectly owns 2% of the capital interest of the joint venture company.
No revenues have been generated from the joint venture company or these marketing rights.
Results
of Operations
Revenues –
Related Party
We had no revenues
for both three-month and nine-month periods ended September 30, 2014 since our advertising agreement with Hebei AMP had not been
extended. Comparatively, we had revenues of $1,662,996 and $5,026,744 for the three and nine months ended September 30, 2013,
respectively, of which $1,659,221 and $5,009,557, respectively, were from the sales of air time through the LCD display network.
We gained all of our advertising revenues from Hebei AMP pursuant to the Agreement, dated June 1, 2012. Hebei AMP is our related
party and major shareholder through a trustee holding. We charged Hebei AMP RMB2.54 ($0.41) per second for the air time they used
for their advertisement.
The advertising agreement with Hebei AMP
expired on December 31, 2013, which had not been extended as of November 5, 2014. As a result, we did not have any
revenues during the three and nine months ended September 30, 2014. We are not certain as to whether the Hebei AMP agreement
will be executed or whether we will enter into advertising agreements with other parties.
However,
we do not believe the termination of our advertising contract with Hebei AMP will have an impact on our marketing rights in the
Network because we have acquired marketing
rights by forming a joint venture company
with Hebei AMP. The joint venture company is an individual operating company, and
Hebei AMP indirectly owns 2% of the capital interest of the joint venture company.
No revenues have been generated from the joint venture company or these marketing rights.
Cost of Revenues
Cost of revenues
consists primarily of the cost related to LCD display, direct labor, depreciation and overhead, which are directly attributable
to revenue generation and the provision of services. We had no cost of revenues during the three and nine months ended September
30, 2014 due to no revenue activities in these periods. Comparatively, cost of revenues recorded at $43,009 and $95,750 for
the three and nine months ended September 30, 2013, respectively.
Net Income
We had net loss
of $18,900 and $189,748 for the three and nine months ended September 30, 2014, respectively, compared to net income of $1,148,409
and $3,603,731 for the same periods ended September 30, 2013, respectively. The net loss during the three and nine months ended
September 30, 2014 was primarily attributable to expenses incurred for daily operations since no revenues gained during the periods,
partially offset by the interest income in connection with a loan advance to a related party, which was $51,807 and $137,940 for
the three and nine months ended September 30, 2014, respectively. The loan advance to the related party is due on January 14,
2015 with interest at a rate of 4% per annum. Comparatively, the net income during the three and nine months ended September 30,
2013 was due to sufficient gross profit to cover our operating expenses.
There can be
no assurance we will generate any revenue or achieve or maintain profitability in the future.
Operating Expenses
We had operating
expenses of $70,763 and $327,872 for the three and nine months ended September 30, 2014, respectively, compared to operating expenses
of $206,897 and $544,205 for the three and nine months ended September 30, 2013, respectively. The expenses in 2014 were primarily
composed of salaries, rent and other administrative expenses related to daily operations. The decrease in operating expenses during
current periods was due to cost controls in place due to our drop in revenues.
Liquidity
and Capital Resources
Cash flows used
in operating activities were $254,201 for the nine months ended September 30, 2014, compared to cash flows of $2,281,577 provided
by operating activities for the same period ended September 30, 2013. Negative cash flows from operations during the nine months
ended September 30, 2014 were due primarily to net loss of $189,748, plus the increase in interest receivable in amount of $137,314.
Cash flows from operations during the nine months ended September 30, 2013 were due primarily to net income of $3,603,731,
plus the increase in taxes payable by $775,518, partially offset by the increase in advances to related parties in connection
with business trade by $206,249, and the increase in advances to suppliers by $1,977,494.
Cash flows used
in investing activities were $5,117,753 and $1,841,649 during the nine months ended September 30, 2014 and 2013, respectively.
During the nine months ended September 30, 2014, there was a loan advance to Parko (Hong Kong) Limited (“Parko”),
Hebei AMP’s business affiliate for $5,117,753, which is due on January 14, 2015 with interest at a rate of 4% per annum.
Comparatively, cash flows used in investing activities during the nine months ended September 30, 2013 due primarily to purchase
of accounting software and advance to Parko for $1,838,730. The original loan agreement with Parko was amended on November 20,
2013 to include interest at a rate of 4.7% per annum effective on the date of amendment.
Cash flows provided
by financing activities were $220,975 and $329,201 during the nine months ended September 30, 2014 and 2013, respectively. Positive
cash flows from financing activities during the nine months ended September 30, 2014 were due primarily to proceeds from the shareholder
loan and related party’s loan in amount of $210,768 and $10,207, respectively, both of which bear zero interest and due
on demand. Comparatively, cash flows from financing activities during the nine months ended September 30, 2013 were due primarily
to the release of restricted cash of $300,000, which was in connection with the sales of common stock during the third quarter
of 2012, plus the proceeds of $59,547 from shareholder loan, offset by the repayment of $30,346 to the related party’s loan.
Both shareholder loan and related party’s loan bear zero interest and due on demand.
Capital
Expenditures
We project that
we will need capital to fund operations over the next 12 months. We anticipate we will need a minimum of $1,000,000 additional
funds starting in late 2014 or early 2015 to meet our objectives.
Overall, we
have funded our cash needs from inception through September 30, 2014 with a series of debt and equity transactions, primarily
with related parties. If we are unable to receive additional cash from our related parties, we may need to rely on financing from
outside sources through debt or equity transactions. Our related parties are under no legal obligation to provide us with capital
infusions. Failure to obtain such financing could have a material adverse effect on our operations and financial condition.
We had cash
of $400,324 on hand as of September 30, 2014. Currently, we have enough cash to fund our operations for the next six months. This
is based on our working capital surplus. Our current level has no operations. We will require capital of approximately $1,000,000
per year starting in late 2014 or early 2015. Modifications to our business plans may require additional capital for us
to operate. For example, if we are unable to raise additional capital, we will need to curtail our number of stores in the Network
or limit our marketing efforts to the most profitable geographical areas. There can be no assurance that additional capital will
be available to us when needed or available on terms favorable to us.
On a long-term
basis, liquidity is dependent on the receipt of revenues from new or historical sources of revenues (there being no revenues at
this time), and additional infusions of capital and debt financing. Our current capital and lack of revenues are insufficient
to fund any growth or expansion of our business. If we choose to launch such an expansion campaign, we will require substantially
more capital. However, there can be no assurance that we will be able to obtain additional equity or debt financing in the future,
if at all. If we are unable to raise additional capital, our ability to generate revenues will be adversely affected and we will
have to significantly modify our plans. For example, if we are unable to raise sufficient capital to develop our business plan,
we may need to:
·
|
Curtail
number of stores in the Network |
·
|
Limit
our future marketing efforts to areas that we believe would be the most profitable. |
Demand for the
products and services will be dependent on, among other things, market acceptance of our services, advertising market in Hebei
Province, PRC, and general economic conditions, which are cyclical in nature. Inasmuch as a major portion of our activities has
been the receipt of revenues from the sales of our products, our business operations will be adversely affected until we reestablish
a revenue stream.
Our success
will be dependent upon the sale of advertising time from the renewal of the agreement with Hebei AMP or entering into new agreements,
and subject to the risks associated with our business plans. We provide air time for the clients’ advertisement through
our own media network. We plan to strengthen our position in these markets. We also plan to expand our operations through aggressively
marketing our concept.
Off-balance
sheet arrangements
The Company
does not have any off-balance sheet arrangements and it is not anticipated that the Company will enter into any off-balance sheet
arrangements.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
N/A-Smaller
Reporting Company
ITEM 4. CONTROLS
AND PROCEDURES.
Evaluation of Disclosure Controls
and Procedures
As of September
30, 2014, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal
Executive Officer, Principal Financial Officer and Principal
Accounting Officer,
of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Accordingly, based upon
that evaluation, the Principal Executive Officer, Principal Financial Officer and
Principal Accounting
Officer have concluded that our disclosure controls and procedures were not effective
to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified by the Securities and Exchange Commission’s rules and regulations.
As a result of continuing weakness in our internal control over financial reporting as reported in our annual report on form 10-K
for the year ended December 31, 2013.
Changes in
Internal Control over Financial Reporting
During the first
quarter of 2014, we engaged consultants to advise management on the preparation of Sarbanes-Oxley Section 404 compliance with
internal controls over financial reporting for 2014, providing relevant training to our staff, implementing more rigorous policies
and procedures relating to period-end financial reporting and other key processes, strengthening key controls such as journal-entry
approval, reconciliation procedures and maintaining relevant supporting documentation. We expect to continue to implement additional
financial and management controls and procedures going forward. As results of these measures and until we have completed the remediation
process, there has been and will be changes and further improvement to our internal controls over financial reporting.
PART II. OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
None.
ITEM 1A.
RISK FACTORS
The
information to be reported under this item has not changed since the previously filed 10K, for the year ended December 31, 2013.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.
MINE SAFETY DISCLOSURE
Not applicable.
ITEM 5.
OTHER INFORMATION
None.
ITEM 6. EXHIBITS
31.1 Certification of Principal
Executive
Officer
31.2 Certification of Principal
Financial Officer and Principal Accounting
Officer
32.1 Statement
required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
| 32.2 | Statement
required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002. |
101.INS*
XBRL |
|
Instance
Document |
101.SCH*XBRL |
|
Taxonomy
Extension Schema |
101.CAL*XBRL |
|
Taxonomy
Extension Calculation Linkbase |
101.DEF* XBRL |
|
Taxonomy
Extension Definition Linkbase |
101.LAB*XBRL |
|
Taxonomy
Extension Label Linkbase |
101.PRE* XBRL |
|
Taxonomy
Extension Presentation Linkbase |
* In accordance
with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 to this report shall be deemed furnished
and not filed.
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, there unto duly authorized.
CAM Group,
Inc.
(Registrant)
Date: November 13, 2014
By: /s/
Kit Ka
Kit Ka
Principal Executive
Officer, Principal Financial Officer
and Principal Accounting
Officer
INDEX TO EXHIBITS
101.INS* XBRL |
Instance Document |
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101.SCH*XBRL |
Taxonomy Extension
Schema |
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101.CAL*XBRL |
Taxonomy Extension Calculation
Linkbase |
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101.DEF* XBRL |
Taxonomy Extension Definition Linkbase |
|
|
101.LAB*XBRL |
Taxonomy Extension Label Linkbase |
|
|
101.PRE* XBRL |
Taxonomy Extension Presentation
Linkbase |
* In accordance
with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 to this report shall be deemed furnished
and not filed.
EXHIBIT 31.1
I, Kit Ka, certify
that:
|
1. |
I
have reviewed this Quarterly Report of CAM Group, Inc. on Form 10-Q for the three and nine months ended September 30, 2014; |
|
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
presented in this report; |
|
4. |
The
registrant's other certifying officer(s) and I are 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 13a-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 principles; |
|
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 financial 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. |
The
registrant's other certifying officer(s) and 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 reasonably 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 involves management or other employees who have a significant role in the registrant's
internal control over financial reporting. |
Date: November 13, 2014
/s/
Kit Ka
Kit Ka
Principal Executive
Officer
EXHIBIT 31.2
I,
Kit Ka, certify that:
|
1. |
I
have reviewed this Quarterly Report of CAM Group, Inc. on Form 10-Q for the three and nine months ended September 30, 2014; |
|
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
presented in this report; |
|
4. |
The
registrant's other certifying officer(s) and I are 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 13a-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 principles; |
|
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 financial 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. |
The
registrant's other certifying officer(s) and 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 reasonably 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 involves management or other employees who have a significant role in the registrant's
internal control over financial reporting. |
Date: November 13, 2014
/s/
Kit Ka
Kit Ka
Principal
Financial Officer and Principal Accounting
Officer
EXHIBIT
32.1
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 this Quarterly Report of CAM Group, Inc. (the “Company”) on Form 10-Q for the three and nine months
ended September 30, 2014 as filed with the Securities and Exchange Commission (the "Report"), the undersigned, in the
capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
|
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. |
/s/ Kit Ka
Kit Ka
Principal
Executive
Officer, Principal Financial Officer
and Principal
Accounting Officer
Date: November 13, 2014
A signed
original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting
the signature that appears in typed form within the electronic version of this written statement has been provided to the Company
and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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