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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 23, 2008
NEXAM ACQUISITION CORP.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 000-53120
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.)
INCORPORATION OR ORGANIZATION)
P.O. BOX 91983
WEST VANCOUVER, BC, V7V4S4, CANADA
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
604-925-7659
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(ISSUER TELEPHONE NUMBER)
305 Madison Avenue, Suite 1166, New York, NY 10165
_____________________________________________________________
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time
with the U.S. Securities and Exchange Commission (collectively the "Filings")
contain or may contain forward looking statements and information that are
based upon beliefs of, and information currently available to, Registrant's
management as well as estimates and assumptions made by Registrant's
management. When used in the filings the words "anticipate", "believe",
"estimate", "expect", "future", "intend", "plan" or the negative of these terms
and similar expressions as they relate to Registrant or Registrant's management
identify forward looking statements. Such statements reflect the current view
of Registrant with respect to future events and are subject to risks,
uncertainties, assumptions and other factors relating to Registrant's industry,
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Registrant's operations and results of operations and any businesses that may
be acquired by Registrant. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.
Although Registrant believes that the expectations reflected in the
forward looking statements are reasonable, Registrant cannot guarantee future
results, levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform
these statements to actual results.
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ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
On May 23, 2008 (the "Effective Date"), pursuant to the terms of a Share
Purchase Agreement dated May 12, 2008 (the "Agreement"), G.J. de Klerk, or his
assigns Performance Securities Limited of Hong Kong, purchased 31,340,000
common shares of the Registrant from William Tay, the sole shareholder, officer
and director of the Company, for an aggregate of $59,950 in cash. The total of
31,340,000 shares represented 100% of the shares of outstanding common stock of
the Company at the time of transfer. Mr. de Klerk used private funds to
purchase the shares of the Company. As part of the acquisition, and pursuant to
the Agreement, the following changes to the Company's directors and officers
have occurred:
o As of May 23, 2008 G.J. de Klerk was appointed Chairman of the Board of
Directors, Chief Executive Officer, President and Secretary of the Company.
o William Tay then resigned as a member of the Company's Board of Directors
and as the Company's President,Chief Executive Officer, and Chief Financial
Officer, Chairman of the Board and Secretary, effective May 23, 2008.
In connection with the change in control, we changed our address to P.O. Box
91983, West Vancouver, BC, V7V4S4, Canada.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
William Tay resigned as a member of the Company's Board of Directors effective
as of May 23, 2008. William Tay also resigned as the Company's President, Chief
Executive Officer, and Chairman of the Board, effective May 23, 2008. The
resignation was not the result of any disagreement with the Company on any
matter relating to the Company's operations, policies or practices.
G.J. de Klerk was appointed Chairman of the Board of Directors, Chief Executive
Officer, President and Secretary of the Company effective May 23, 2008.
G.J. DE KLERK, CHAIRMAN, CEO, PRESIDENT, AND SECRETARY
Gerry J. de Klerk,
CEO Rampart Capital Corp
8721 Santa Monica Blvd #2500
Los Angeles, CA 90069
Last 25 years business experience:
August 1983 - today CEO of Rampart Capital Corp. During 80's and 90's partnered
with the Strand Group of Dallas, Texas in the funding and operating of 32 real
estate limited partnerships, raising in excess of $400,000,000. Multi unit
residential properties in San Diego (Club River Run), Laguna Beach (Bella
Pacific), Seattle (Kelsey Ridge), Dallas (Lantern Square), Atlanta (Ivy Chase),
Portland OR (Endicott Woods) and a number of others in Arizona, Florida,
British Columbia were purchased, leased up, operated and sold.
Rampart Capital Corp listed the Pan Pacific Shopping Center Fund on the
Amsterdam Stock Exchange, and created the Business Center Groningen in the
Netherlands in 1992. The Pan Pacific Shopping Center Fund purchased and
operated the Chino Town Square in Chino, San Bernardino County, Ca. Business
Center Groningen was a large industrial complex in the city of Groningen in the
northern part of the Netherlands.
Rampart Capital Corp has created 1261588 Alberta Ltd., in Edmonton Alberta. The
company purchased 126.44 acres within the city limits of St. Albert, Alberta.
Currently Rampart is working with city counsel to obtain approval for multi
purpose real estate development including the use of geothermal and gray water
technology. Total project will be completed by 2016 and include commercial,
light industrial and more than 1400 housing units.
Rampart Capital Corp created 1356221 Alberta Ltd. The company purchased 190.53
acres adjacent to the property in the city limits. Plans are being drawn for
light industrial development.
In 2000 Rampart Capital Corp created Rampart Films Inc both in Los Angeles and
Vancouver, BC. Rampart Films has completed two feature films, a documentary and
soundtrack. Between May 26 and June 30, 2008, the feature film Cole is being
filmed under the direction of multiple award winning director Carl Bessai,
featuring an award winning cast.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired:
None
(b) Pro Forma Financial Information
None
(c) Exhibits.
10.1 Share Purchase Agreement dated as of May 12, 2008 between
William Tay and G.J. de Klerk. (Incorporated herein by
reference to an 8-K report filed by the Company on May 20,
2008.)
1.1 Unanimous Written Consent, by the Board of Directors of the
Company, appointing G.J. de Klerk as additional Director
and Officer of the Company, and the resignation of William
Tay as Director and Officer of the Company.
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 hereunto duly authorized.
NEXAM ACQUISITION CORP.
By: /s/ G.J. de Klerk
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G.J. de Klerk
President and Chief Executive Officer
Dated: May 26, 2008