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 March 31, 2015
OR
.TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition report from ________ to ________
Commission File Number 000-54179
Apollo Acquisition Corporation |
(Exact name of registrant as specified in its charter) |
Cayman Islands |
| N/A |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
800 E. Colorado Blvd., Suite 888 |
Pasadena, CA 91101 |
(Address of principal executive offices) (Zip Code) |
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(626) 683-9120 |
(Registrant’s telephone number, including area code) |
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(Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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 than 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, or a non-accelerated filer. See definition of “accelerated filer,” and “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | .(Do not check if a smaller reporting company) | 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 .
As of May 20, 2015 the issuer has 20,998,275 ordinary shares, par value $.000128, issued and outstanding.
APOLLO ACQUISITION CORPORATION
FORM 10-Q/A
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015
TABLE OF CONTENTS
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| PART I - FINANCIAL INFORMATION | 3 |
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Item 1. | Condensed Financial Statements (Unaudited) | 3 |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 16 |
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Item 4. | Controls and Procedures | 16 |
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| PART II - OTHER INFORMATION | 17 |
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Item 1. | Legal Proceedings | 17 |
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Item 1A. | Risk Factors | 17 |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 17 |
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Item 3. | Defaults Upon Senior Securities | 17 |
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Item 4. | Mine Safety Disclosures | 17 |
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Item 5. | Other Information | 17 |
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Item 6. | Exhibits | 18 |
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| SIGNATURES | 19 |
2
EXPLANATORY NOTE
This Amendment No. 1 (this "Amendment") on Form 10-Q/A amends Item 1 of the Quarterly Report on Form 10-Q filed by the registrant with the Securities and Exchange Commission (the "SEC") on May 20, 2015 (the "Original Filing"). This Amendment is being filed with the SEC to restate certain financial information that was omitted in the Original Filing.
During the Company's closing process for the period ending March 31, 2015, accounting errors were discovered that required restatement of amounts reported in the Original Filing, as related to the Condensed Balance Sheet as of March 31, 2015 ("Unaudited") and June 30, 2014 ("Audited"), whereas, the Total Other Assets are an additional $20,000,000 Unaudited bringing the Total Assets to $20,004,769 Unaudited and not the previously stated $4,769 Unaudited. This $20,000,000 refers to a technology license purchase. Further, with this addition, the Accumulated Deficit is ($118,195) Unaudited instead of the previously stated ($20,118,195) Unaudited, which changes the Total Liabilities and Shareholder's Deficit from $20,004,769 Unaudited to $4,769 Unaudited.
In addition there are some noteworthy changes on the Notes to the Condensed Financial Statements March 31, 2015 (Unaudited).
Note 2, Fair Value of Financial Instruments, Level 3, "the Company had other tangible assets would require measurements on a recurring basis based on this guidance."
Note 4, the paragraph has been changed regarding time periods and amounts.
Note 6, is now named Other Intangible Assets as well as two lines were added.
Most notably, Note 9 has been added as a correction. This correction refers to the accounting errors that were discovered that required restatement of amounts previously reported, related to $20,000,000 technology license purchase. It was discovered that the Company recorded this amount as research and development expenses as of March 31, 2015 and instead shall be recorded as Other Intangible Assets and be amortized through its useful life.
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in our Form 10-K for the fiscal year ended June 30, 2014 filed with the SEC on October 14, 2014. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
TABLE OF CONTENTS
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Condensed Balance Sheets as of March 31, 2015 (unaudited) and June 30, 2014 | 4 |
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Condensed Statements of Operations for the three and nine month periods ended March 31, 2015 and 2014 (unaudited) | 5 |
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Condensed Statements of Cash Flows for the nine month periods ended March 31, 2015 and 2014 (unaudited) | 6 |
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Notes to the Condensed Financial Statements (unaudited) | 7-13 |
3
Apollo Acquisition Corporation
Condensed Balance Sheets
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| March 31, |
| June 30, |
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| 2015 |
| 2014 |
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| (Unaudited) |
| (Audited) |
ASSETS |
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CURRENT ASSETS |
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Cash | $ | 4,769 | $ | - |
Total current assets |
| 4,769 |
| - |
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OTHER ASSETS |
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Other intangible asset |
| 20,000,000 |
| - |
Total other assets |
| 20,000,000 |
| - |
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TOTAL ASSETS | $ | 20,004,769 | $ | - |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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CURRENT LIABILITIES |
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Accounts payable - related party | $ | 101,965 | $ | 45,056 |
Accrued expenses |
| 7,070 |
| 7,070 |
Loan from ACI |
| 5,000 |
| - |
Accrued interest |
| 5 |
| - |
Total current liabilities |
| 114,040 |
| 52,126 |
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SHAREHOLDERS' DEFICIT |
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Preference shares, $0.000128 par value, 781,250 shares authorized, none issued and outstanding. |
| - |
| - |
Ordinary shares, $0.000128 par value; 39,062,500 shares authorized; 20,998,275 shares and 998,275 shares issued and outstanding as of March 31, 2015 and June 30, 2014, respectively. |
| 2,688 |
| 128 |
Additional paid in capital |
| 20,006,236 |
| 8,796 |
Accumulated deficit |
| (118,195) |
| (61,050) |
Total shareholders' deficit |
| (19,890,729) |
| (52,126) |
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Total liabilities and shareholders' deficit | $ | 20,004,769 | $ | - |
The accompanying notes are an integral part of these condensed financial statements.
4
Apollo Acquisition Corporation
Condensed Statements of Operations
(Unaudited)
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| Three months ended |
| Three months ended |
| Nine months ended |
| Nine months ended |
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| March 31, 2015 |
| March 31, 2014 |
| March 31, 2015 |
| March 31, 2014 |
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Revenues | $ | - | $ | - | $ | - | $ | - |
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Expenses |
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Formation, general and administrative expenses |
| 42,644 |
| 5,280 |
| 57,144 |
| 16,109 |
Total operating expenses |
| 42,644 |
| 5,280 |
| 57,144 |
| 16,109 |
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Operating loss |
| (42,644) |
| (5,280) |
| (57,144) |
| (16,109) |
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Other income |
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Income tax expense |
| - |
| - |
| - |
| - |
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Net loss | $ | (42,644) | $ | (5,280) | $ | (57,144) | $ | (16,109) |
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Basic and diluted loss per share | $ | (0.00) | $ | (0.01) | $ | (0.00) | $ | (0.02) |
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Weighted average ordinary shares outstanding |
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- Basic and diluted |
| 20,998,275 |
| 998,275 |
| 20,998,275 |
| 998,275 |
The accompanying notes are an integral part of these condensed financial statements.
5
Apollo Acquisition Corporation
Statements of Cash Flows
(Unaudited)
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| Nine months ended |
| Nine months ended |
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| March 31, 2015 |
| March 31, 2014 |
Operating Activities |
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Net loss | $ | (57,144) | $ | (16,109) |
Changes in operating assets and liabilities |
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Accounts payable – related party |
| 56,908 |
| 18,484 |
Accrued interest |
| 5 |
| (2,375) |
Other intangible assets |
| (20,000,000) |
| - |
Net cash used in operating activities |
| (20,000,231) |
| - |
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Financing Activities |
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Loan from ACI |
| 5,000 |
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Proceeds from related party issuance of 20,000 shares of common stock ($0.000128 part @ $1.00 per share) |
| 20,000,000 |
| - |
Net cash provided by financing activities |
| 20,005,000 |
| - |
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Net increase (decrease) in cash |
| 4,769 |
| - |
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Cash at beginning of the year |
| - |
| - |
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Cash at end of the year | $ | 4,769 | $ | - |
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Supplemental disclosures of cash flow information: |
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Interest paid | $ | - | $ | - |
Income taxes paid | $ | - | $ | - |
The accompanying notes are an integral part of these condensed financial statements.
6
Apollo Acquisition Corporation
Notes to the Condensed Financial Statements
March 31, 2015
(Unaudited)
Note 1 - Organization, Business and Operations
On September 27, 2006, Apollo Acquisition Corporation (the "Company") was formed in the Cayman Islands with the objective to acquire, or merge with, an operating business.
On November 15, 2012, the Company, Access America Fund, L.P. (the "Seller"), and Sword Dancer, LLC (the "Purchaser") entered into and closed a Stock Purchase Agreement, whereby the Purchaser agreed to purchase from the Seller, 781,250 ordinary shares of the Company's capital stock, par value $0.000128 per share, representing approximately 78.3% of the issued and outstanding ordinary shares of the Company, for an aggregate purchase price of $33,334. As a result of this transaction, the Purchaser became our controlling stockholder.
On March 20, 2013, Sword Dancer, LLC, a Nevada limited liability company ("Sword Dancer") sold to Hybrid Kinetic Automotive Holdings, LLC, a Delaware corporation ("Hybrid Kinetic"), in a private transaction exempt from registration under the Securities Act of 1933, as amended, 781,250 Ordinary Shares of $0.000128 par value of the Company, representing all of the shares of the Company held by Sword Dancer, for an aggregate purchase price of $100,000. As a result, Hybrid Kinetic acquired approximately 78.3% of the Company's common equity.
On February 13, 2015, Hybrid Kinetic Automotive Holdings, LLC, a Delaware limited liability company ("Hybrid Kinetic") sold 781,250 ordinary shares, par value of $0.000128 per share (the "Purchased Shares") of Apollo Acquisition Corporation, a Cayman Islands corporation (the "Company") to American Compass, Inc., a California corporation ("ACI"), in a private transaction exempt from registration under the Securities Act of 1933, as amended, for an aggregate purchase price of $781,250.
As a result of such transaction, ACI was the beneficial owner of approximately 78.2% of the Company's issued and outstanding ordinary shares.
On February 17, 2015, the Company entered into a Securities Purchase Agreement (the "Agreement") with Lianyungang 11K New Energy Vehicle System Integration Corporation, a company organized under the laws of the People's Republic of China (the "Investor"), for gross proceeds equal to an aggregate of $20,000,000 in exchange for the issuance of 20,000,000 ordinary shares of the Company, par value of $0.000128 per share (the "Shares"), at a per share price of $1.00. The closing of the transactions contemplated under the Agreement are expected to occur on or before March 16, 2015.
As a result of such transaction closing, the investor will be the beneficial owner of approximately 95.24% of the Company's issued and outstanding ordinary shares.
The Shares constitute "restricted securities" within the meaning of Rule 144 of the Securities Act of 1933, as amended, and may not be sold, pledged, or otherwise disposed of by the Purchaser without restriction under the Securities Act and applicable state securities laws.
Effective May 29, 2015, Chuantao Wang, Jianguo Xu, Tim Xia, Junwen Hou, Sijun He, Xiaodong Yan and Vincent Wang all resigned as Directors.
Effective May 29, 2015, Jianguo Xu resigned as CEO and Chunhua Huang resigned as CFO.
Effective May 29, 2015, Jiafu Wei and Cliff Guan were both appointed as Directors of the Company.
Effective May 29, 2015, Jiafu Wei was appointed CEO, Cliff Guan was appointed CFO, Chunhua Huang was appointed CIO and Shuning Luo was appointed Secretary.
7
Apollo Acquisition Corporation
Notes to the Condensed Financial Statements
March 31, 2015
(Unaudited)
On March 18, 2015 (the "TL Effective Date"), the Company entered into a Technology License Agreement (the "TL Agreement") with Ford Cheer International Limited, a company organized and existing under the laws of Hong Kong ("Licensor"). Under the terms of the Agreement the Licensor grants to the Company an irrevocable exclusive right and license, including the right to sublicense, the certain inventions, technology, know-how, patents and other intellectual property rights regarding the production of materials for use in lithium batteries (the "License Technology"). As consideration for the license granted under the Agreement, the Company will pay to the Licensor a one-time fee of $20,000,000 within thirty (30) days of the TL Effective Date. The agreement will commence on the Effective Date and will continue for a term of twenty (20) years.
On March 23, 2015 (the "SPA Effective Date"), the Company entered into a Securities Purchase Agreement (the "SPA") with HK Battery Technology, Inc., a Delaware corporation (the "Seller"), to purchase Ten Million shares of the Seller's common stock, par value of $0.001 per share (the "Shares"), at a per share price of $1.00.
On the SPA Effective Date, as consideration for the Shares, the Company entered into a Technology License Agreement with the Seller (the "License Agreement"). Under the terms of the License Agreement, the Company will grant to the Seller an irrevocable exclusive right and license to, including the right to sublicense, certain inventions, technology, know-how, patents and other intellectual property rights regarding the production of materials for use in lithium batteries throughout the People's Republic of China. The License Agreement will commence on the Effective Date and will continue for a term of twenty (20) years. The License Agreement has not yet commenced as the underlying transactions have not closed.
The closing of the transactions contemplated under the Agreement are expected to occur within thirty (30) days of the Effective Date.
As of March 31, 2015, the Company had not yet commenced operations. All activity from September 27, 2006 ("Date of Inception") through March 2015 relates to the Company's formation. The Company selected June 30 as its fiscal year-end.
The Company, based on its proposed business activities, is a "blank check" company. The Securities and Exchange Commission defines such a company as "a development stage company" as it either has no specific business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and has issued "penny stock", as defined in Rule 3a51-1 under the Securities Exchange Act of 1934. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in its securities, either debt or equity, until the Company concludes a business combination with an operating entity.
The Company was organized to acquire a target company or business seeking the perceived advantages of being a publicly-held company and, to a lesser extent that desires to employ the Company's funds in its business. The Company's principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a business combination rather than short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location. The analysis of new business opportunities will be undertaken by or under the supervision of the officers and directors of the Company.
8
Apollo Acquisition Corporation
Notes to the Condensed Financial Statements
March 31, 2015
(Unaudited)
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
These condensed financial statements are presented on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America. These condensed financial statements should be read in conjunction with our audited financial statements included in our Form 10-K for the year ended June 30, 2014, filed with the Securities and Exchange Commission on October 14, 2014.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Loss per Ordinary Share
Basic loss per ordinary share is based on the weighted effect of ordinary shares issued and outstanding, and is calculated by dividing net loss by the weighted average shares outstanding during the period. Diluted loss per ordinary share is calculated by dividing net loss by the weighted average number of ordinary shares used in the basic loss per share calculation plus the number of ordinary shares that would be issued assuming exercise or conversion of all potentially dilutive ordinary shares outstanding. The Company does not present diluted earnings per share for years in which it incurred net losses as the effect is antidilutive.
As of March 31, 2015 & June 30, 2014 there were no potentially dilutive ordinary shares outstanding.
Income Taxes
Apollo Acquisition Corporation was registered as an Exempted Company in the Cayman Islands, and therefore, is not subject to Cayman Islands income taxes for 20 years from the Date of Inception. While the Company has no intention of conducting any business activities in the United States, the Company would be subject to United States income taxes based on such activities that would occur in the United States.
The Company accounts for income taxes using the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. In assessing the realization of deferred tax assets, management considers whether it is likely that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during periods in which those temporary differences become deductible.
9
Apollo Acquisition Corporation
Notes to the Condensed Financial Statements
March 31, 2015
(Unaudited)
Fair Value of Financial Instruments
Our financial instruments consist of accounts payable and accrued expenses. We believe the fair value of our payables reflects their carrying amounts.
The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), "Fair Value Measurements and Disclosures" for financial assets and liabilities. FASB ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:
Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Observable inputs other than Level I prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
As of March 31, 2015, the Company had other intangible assets would require measurement on a recurring basis based on this guidance.
Cash
Cash equivalents are comprised of certain highly liquid investments with maturities of three months or less when purchased. The Company's cash is held with local and national banking institutions and subjected to current FDIC insurance limits of $250,000 per banking institution. As of March 31, 2015 and March 31, 2014, the Company bank balances in these bank accounts did not exceed the insured amount. The Company has not experienced any losses related to this concentration of risk. There are no cash equivalents as of March 31, 2015.
10
Apollo Acquisition Corporation
Notes to the Condensed Financial Statements
March 31, 2015
(Unaudited)
Recently Issued Accounting Pronouncements
In June 2014, the FASB issued ASU No. 2014-10, "Development Stage Entities (Topic 915), Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation". The amendments in this update remove the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholder's equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The Company's early adoption of the new standard is not expected to have a material effect on the Company's financial position or results of operations.
Note 3 — Going Concern
Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.
The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its planned business. Management has plans to seek additional capital through a public or private offering of equity or debt securities, or by other means. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.
There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from the operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company's existing stockholders.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might necessary in the event the Company cannot continue in existence.
11
Apollo Acquisition Corporation
Notes to the Condensed Financial Statements
March 31, 2015
(Unaudited)
Note 4 — Related Party Transactions
During nine month ended March 31, 2015 and 2014, the company has incurred legal and auditing cost total of $57,139 and $16,109, respectively. These costs were paid by an affiliate company, ACI, Inc. As of March 31, 2015 and June 30, 2014, the company has a balance of $101,965 and $45,056 on Accounts Payable to ACI, respectively.
Note 5 — Shareholders' Deficit
On February 17, 2015, the Company entered into a Securities Purchase Agreement (the "Agreement") with Lianyungang HK New Energy Vehicle System Integration Corporation, a company organized under the laws of the People's Republic of China (the "Investor"), for gross proceeds equal to an aggregate of $20,000,000 in exchange for the issuance of 20,000,000 ordinary shares of the Company, par value of $0.000128 per share (the "Shares"), at a per share price of $1.00.
The Shares will be issued to the Investor, a non-US person (as that term is defined in Regulation S of the Securities Act of 1933, as amended (the "Act")) in accordance with Rule 506 of Regulation D promulgated under the Act, in that the Company did not engage in any general advertisement or general solicitation in connection with the offering of the Shares, and the Company was available to answer any questions from the Investor. Cash commissions will not be paid in connection with the sale of the Shares.
The Company is authorized to issue 39,062,500 Ordinary Shares, par value of $0.000128 per share. As of March 31, 2015, there are 20,998,275 shares issued and outstanding.
The Company is authorized to issue 781,250 Preference Shares, par value of $0.000128 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of March 31, 2015, there were no Preference Shares issued or outstanding.
Note 6 — Other Intangible Assets
On March 18, 2015 (the "Effective Date"), the Company entered into a Technology License Agreement (the "Agreement") with Ford Cheer International Limited, a company organized and existing under the laws of Hong Kong ("Licensor"). Under the terms of the Agreement the Licensor grants to the Company an irrevocable exclusive right and license, including the right to sublicense, the certain inventions, technology, know-how, patents and other intellectual property rights regarding the production of materials for use in lithium batteries (the "License Technology"). The Agreement will commence on the Effective Date and will continue for a term of twenty (20) years. The Licensed Technology is primarily related to certain know-how that focuses on the preparation method and production of a type of lithium titanateanode material. As consideration for the license granted under the Agreement, the Company will pay to the Licensor a one-time fee of $20,000,000.
Licensed technology, patents and other intangible assets are generally amortized on a straight-line basis over the periods of benefit. The Company amortizes all acquisition-related intangible assets over their estimated useful life. As of March 31, 2015 and 2014, the Company had a balance of $0 and $0 on Accumulated Amortization. The total amortization expense was $0 and $0 for the quarter ended March 31, 2015 and 2014, respectively.
12
Apollo Acquisition Corporation
Notes to the Condensed Financial Statements
March 31, 2015
(Unaudited)
Note 7 - Loan from Related Party
On March 18, 2015, the Company entered into a Demand Promissory Note with ACI, borrowing the amount of $5,000 (the "March Note") in order to cover the Company's operating expenses. The March Note provides for interest of three percent (3%) per annum and is due upon demand from ACI. The Company will use the proceeds of the loan to fund the general and administrative expenses of the Company as the Company does not currently generate any revenues.
As of March 31, 2015, the balance of the Notes to ACI was $5,000. The total accrued interest was $5 and $0 for the quarter ended March 31, 2015 and 2014, respectively. The Notes are payable on demand and there is no maturity date. American Compass Inc. and Apollo Acquisition Corporation are related parties.
Note 8 — Securities Purchase Agreements
On February 17, 2015, the Company entered into a Securities Purchase Agreement (the "Agreement") with Lianyungang HK New Energy Vehicle System Integration Corporation, a company organized under the law of the People's Republic of china (the "Investor"), for gross proceeds equal to an aggregate of $20,000,000 in exchange for the issuance of 20,000,000 ordinary shares of the Company, par value of $0.000128 per share (the "Shares"), at a per share price of $1.00. On March 17, 2015, the Company received the gross proceeds of $20,000,000 from the Investor and the Company issued the Shares to the Investor.
On March 23, 2015 (the "Effective Date"), the Company entered into a Securities Purchase Agreement (the "SPA") with HK Battery Technology, Inc., a Delaware corporation (the "Seller"), to purchase Ten Million shares of the Seller's common stock, par value of $0.001 per share (the "SPA Shares"), at a per share price of $1.00.
On the Effective Date, as consideration for the SPA Shares, the Company entered into a Technology License Agreement with the Seller (the "License Agreement"). Under the terms of the License Agreement, the Company will grant to the Seller an irrevocable exclusive right and license to, including the right to sublicense, certain inventions, technology, know-how, patents and other intellectual property rights regarding the production of materials for use in lithium batteries ("the Licensed Technology") throughout the People's Republic of China. The License Agreement has not yet commenced as the underlying transactions have not closed.
Note 9 — Correction
During the Company's closing process for the 10-Q as of March 31, 2015, accounting errors were discovered that required restatement of amounts previously reported, related to $20,000,000 technology license purchase. It was discovered that the Company recorded that amount as research and development expenses as of March 31, 2015. Indeed, this shall be recorded as other intangible assets and be amortized through its useful life. This error was corrected and properly reflected in our Quarterly report for the nine months ended March 31, 2015.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This report contains forward-looking statements. All statements other than statements of historical facts included in this Quarterly Report on Form 10-Q, including without limitation, statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations regarding our financial position, estimated working capital, business strategy, the plans and objectives of our management for future operations and those statements preceded by, followed by or that otherwise include the words "believe," "expects," "anticipates," "intends," "estimates," "projects," "target," "goal," "plans," "objective," "should" or similar expressions or variations on such expressions are forward-looking statements. We can give no assurances that the assumptions upon which the forward-looking statements are based will prove to be correct. Because forward-looking statements are subject to risks and uncertainties including those related to changes in economic conditions, new business opportunities and general financial and business conditions, actual results may differ materially from those expressed or implied by the forward-looking statements.
Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-Q to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the normal course of its public disclosure practices.
Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the condensed financial statements and accompanying notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with the Management's Discussion and Analysis of Financial Condition and Results of Operations and the audited financial statements and accompanying notes included our Annual Report on Form 10-K for the fiscal year ended June 30, 2014, filed with the SEC.
Unless the context otherwise requires, the terms "the Company," "we," "us" and "our" refer to Apollo Acquisition Corporation
OVERVIEW AND RECENT DEVELOPMENTS
We are a development stage company formed solely for the purpose of identifying and entering into a business combination with a privately held business or company, domiciled and operating in an emerging market that is seeking the advantages of being a publicly held corporation whose stock is eventually traded on a major United States stock exchange. We intend to focus on targets located primarily in Asia, South America and Eastern Europe, as we believe that businesses with operating history and growth potential in these locations would benefit significantly from access to the United States capital markets and may offer the potential of capital appreciation stemming from the economic growth in such emerging markets.
Plan of Operation
We have not engaged in any business activities that generate revenue. Our activities to date have been primarily focused upon our formation and raising capital. We have conducted private offerings of our ordinary shares, the proceeds of which we intend to use for payment of costs associated with formation, accounting and auditing fees, legal fees, and costs associated with identifying acquisition targets and completing necessary due diligence. In addition, we expect to incur costs related to filing periodic reports with the Securities and Exchange Commission. We believe we will be able to meet these costs for at least the next 12 months by obtaining loans from our shareholders, management or other investors.
We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.
Change of Control
On March 20, 2013, Sword Dancer, LLC, a Nevada limited liability company ("Sword Dancer") sold to Hybrid Kinetic, in a private transaction exempt from registration under the Securities Act of 1933, as amended, 781,250 Ordinary Shares of $0.000128 par value of the Company, representing all of the shares of the Company held by Sword Dancer, for an aggregate purchase price of $100,000. As a result, Hybrid Kinetic acquired approximately 78.2% of the Company's common equity.
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On February 17, 2015, the Company entered into a Securities Purchase Agreement (the "Agreement") with Lianyungang HK New Energy Vehicle System Integration Corporation, a company organized under the laws of the People's Republic of China (the "Investor"), for gross proceeds equal to an aggregate of $20,000,000 in exchange for the issuance of 20,000,000 ordinary shares of the Company, par value of $0.000128 per share (the "Shares"), at a per share price of $1.00. The closing of the transactions contemplated under the Agreement are expected to occur on or before March 16, 2015.
As a result of such transaction closing, the Investor will be the beneficial owner of approximately 95.24% of the Company's issued and outstanding ordinary shares.
The Shares constitute "restricted securities" within the meaning of Rule 144 of the Securities Act of 1933, as amended, and may not be sold, pledged, or otherwise disposed of by the Purchaser without restriction under the Securities Act and applicable state securities laws.
Investor has not advised the Company of any plans to appoint new directors to the Company's Board of Directors or to make any changes to the Company's management and operations.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2015 and Three Months Ended March 31, 2014
We are still in our development stage and have generated no revenues to date.
We incurred general and administrative expenses of $42,644 and $5,280 for the three months ended March 31, 2015 and 2014, respectively. These expenses consisted of legal and other professional fees and operating costs incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports.
Other intangible assets include expenses of $20,000,000 and $0 for the three months ended March 31, 2015 and 2014, respectively.
Our net loss for the three months ended March 31, 2015 and 2014 were $42,644 and $5,280, respectively. The increase in net loss is primarily attributable to an increase in general and administrative expenses.
We have generated no revenues and our net operating loss from inception through December 31, 2014 was $16,109.
Nine Months Ended December 31, 2015 and Nine Months Ended December 31, 2014
We are still in our development stage and have generated no revenues to date.
We incurred general and administrative expenses of $57,144 and $16,109 for the nine months ended March 31, 2015 and 2014, respectively. These expenses consisted of legal and other professional fees and operating costs incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports.
Other intangible assets include expenses of $20,000,000 and $0 for the nine months ended March 31, 2015 and 2014, respectively.
Our net loss for the nine months ended March 31, 2015 and 2014 were $57,144 and $16,109, respectively. The increase in net loss is primarily attributable to an increase in general and administrative expenses.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2015, we did not maintain a cash balance and must rely on our shareholders to fund the business operations. The Company is actively pursuing merger opportunities as described in the "Overview" Section of Management's Discussion and Analysis.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our Chief Executive and Financial Officer has reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-15(e) or 15d-15(e)) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive and Financial Officer has concluded that our current disclosure controls and procedures provide him with reasonable assurance that they are effective to provide him with timely material information relating to us required to be disclosed in the reports we file or submit under the Exchange Act.
Changes in Internal Control over Financial Reporting
Except as specifically described in Note 1, there has been no change in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. On February 17, 2015, the Company sold to Investor 95.24% of the Company's common equity as described in Note 1 — Organization, Business and Operations activities. Our Chief Executive and Financial Officer do not believe this will result in any material changes to our processes or procedures that will affect our internal control over financial reporting.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We did not sell any unregistered securities during the three month period ended March 31, 2015.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
The following exhibits are included with this quarterly report.
Exhibit No. |
| SEC Report Reference Number |
| Description |
10.1 |
|
|
| Securities Purchase Agreement, dated as of February 17, 2015.(1) |
31.1 |
| * |
| Certification of Principal Executive Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** |
31.2 |
| * |
| Certification of Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** |
32.1 |
| * |
| Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** |
32.2 |
| * |
| Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** |
101.INS |
| * |
| XBRL Instance Document*** |
101.SCH |
| * |
| XBRL Taxonomy Extension Schema Document*** |
101.CAL |
| * |
| XBRL Taxonomy Extension Calculation Linkbase Document*** |
101.DEF |
| * |
| XBRL Taxonomy Extension Definition Linkbase Document*** |
101.LAB |
| * |
| XBRL Taxonomy Extension Label Linkbase Document*** |
101.PRE |
| * |
| XBRL Taxonomy Extension Presentation Linkbase Document*** |
* Filed herewith.
** This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
*** Pursuant to Rule 406T of Regulation S-T, this XBRL related information shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.
(1)
Incorporated by reference to the Current Report on Form 8-K filed by the registrant with the SEC on February 19, 2014.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| APOLLO ACQUISITION CORPORATION | |
|
| |
Date: July 8, 2015 | By: | /s/ Jiafu Wei |
|
| Jiafu Wei |
|
| Chief Executive Officer and Director |
|
| |
Date: July 8, 2015 | By: | /s/ Chunfeng Guan |
|
| Chunfeng Guan |
|
| Chief Financial Officer and Director |
|
|
|
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