Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2016 | May 16, 2016 | |
Document and Entity Information: | ||
Entity Registrant Name | Apollo Acquisition Corp | |
Entity Trading Symbol | apol | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Entity Central Index Key | 1,505,367 | |
Current Fiscal Year End Date | --06-30 | |
Entity Common Stock, Shares Outstanding | 998,275 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
CURRENT ASSETS | ||
Cash | $ 18,977 | $ 6,000 |
Total current assets | 18,977 | 6,000 |
TOTAL ASSETS | 18,977 | 6,000 |
CURRENT LIABILITIES | ||
Accounts payable | 0 | 0 |
Accounts payable - related party | 217,011 | 201,760 |
Accrued expenses | 7,070 | 7,070 |
Loan from ACI | 35,000 | 15,000 |
Accrued interest | 621 | 63 |
Total current liabilities | 259,701 | 223,893 |
SHAREHOLDERS' DEFICIT | ||
Preference shares, $0.000128 par value, 781,250 shares authorized, none issued and outstanding. | 0 | 0 |
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, 2016 and June 30, 2015, respectively. | 128 | 128 |
Additional paid in capital | 8,796 | 8,796 |
Accumulated deficit | (249,648) | (226,817) |
Total shareholders' deficit | (240,724) | (217,893) |
Total liabilities and shareholders' deficit | $ 18,977 | $ 6,000 |
Condensed Balance Sheets Parent
Condensed Balance Sheets Parentheticals - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
PARENTHETICALS | ||
Preferred Stock, par value | $ 0.000128 | $ 0.000128 |
Preferred Stock, shares authorized | 781,250 | 781,250 |
Ordinary shares, par value | $ 0.000128 | $ 0.000128 |
Ordinary shares, authorized | 39,062,500 | 39,062,500 |
Ordinary shares, issued | 20,998,275 | 998,275 |
Ordinary shares, outstanding | $ 20,998,275 | $ 998,275 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues: | ||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Expenses | ||||
Formation, general and administrative expenses | 15 | 42,644 | 22,274 | 57,144 |
Total operating expenses | (15) | (42,644) | (22,274) | (57,144) |
Other income and expense | ||||
Interest expense | (263) | 0 | (558) | 0 |
Operation Loss | (15) | (42,644) | (22,274) | (57,144) |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss | $ (278) | $ (42,644) | $ (22,831) | $ (57,144) |
Basic and diluted loss per share | $ 0 | $ 0 | $ (0.02) | $ (0.06) |
Weighted average ordinary shares outstanding - Basic and diluted | 998,275 | 998,275 | 998,275 | 998,275 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating Activities | ||
Net loss | $ (22,831) | $ (57,144) |
Changes in operating assets and liabilities | ||
Accounts payable - related party | 15,251 | 56,908 |
Accrued interest | 558 | 5 |
Other intangible assets | 0 | (20,000,000) |
Loan from related party - ACI | 20,000 | 0 |
Accounts payable | 0 | 0 |
Accrued expenses | 0 | 0 |
Net cash used in operating activities | 12,977 | (20,000,231) |
Financing Activities | ||
Loan from ACI | 0 | 5,000 |
Proceeds from related party issuance of 20,000 shares of common stock ($0.000128 part at $1.00 per share) | 0 | 20,000,000 |
Net cash provided by financing activities | 0 | 20,005,000 |
Net increase (decrease) in cash | 12,977 | 4,769 |
Cash at beginning of the period | 6,000 | 0 |
Cash at end of the period | 18,977 | 4,769 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
Cash Flows Parentheticals
Cash Flows Parentheticals - shares | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows Parentheticals | ||
Issuance of shares of common stock | 20,000 | 20,000 |
Issuance of shares of common stock par value | 0.000128 | 0.000128 |
Issuance of shares of common stock per share value | 1 | 1 |
Organization, Business and Oper
Organization, Business and Operations | 9 Months Ended |
Mar. 31, 2016 | |
Organization, Business and Operations | |
Organization, Business and Operations | 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 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 78.3% 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 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. 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. 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 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. Effective as of September 2, 2015, Jiafu Wei resigned as CEO and Director the Company. Also effective as of September 2, 2015, Jianguo Xu was appointed as Director and CEO of the Company. Effective as of October 31, 2015, Cliff Guan resigned as CFO of the Company. Also effective as of October 31, 2015, Jianguo Xu was appointed CFO of the Company. 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 June 22, 2015, the Company established a wholly-owned subsidiary, Apollo Technology Corporation, and transferred the $20,000,000 other intangible assets under this subsidiary. On June 26, 2015, the Company entered into a Common Stock Exchange Agreement (the Exchange Agreement) with Lianyungang Corporation, a Cayman Islands Exempted Company (Lianyungang). Pursuant to the Exchange Agreement, the Company transferred, conveyed and assigned one hundred percent of its equity interest in Apollo Technology Corporation, a Cayman Islands Exempted Company, to Lianyungang (the Apollo Technology Transfer). In exchange for the Apollo Technology Transfer, Lianyungang transferred, conveyed and assigned its ninety-five and twenty-six one-hundredths percent (95.26%) equity interest in the Company to the Company for cancellation. Upon closing of the transaction, which took place on June 26, 2015 (the Exchange Closing Date), the Company redeemed its ordinary shares, which represented 95.26% of the issued and outstanding ordinary shares just prior to the Exchange Closing Date. As a result, American Compass Inc. owned 78.3% of the Companys issued and outstanding ordinary shares. American Compass has not advised the Company of any plans to appoint new directors to the Companys Board of Directors or make any changes to the Companys management and operations. 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 June 26, 2015, the parties terminated the SPA. On November 6, 2015, American Compass, Inc., a California corporation, entered into a Stock Purchase Agreement with Hybrid Kinetic Automotive Holdings, LLC, a Delaware limited liability company (the Buyer), to sell to the Buyer 781,250 ordinary shares of stock of the Company at a purchase price of $1.00 per share (the Stock Purchase). The Stock Purchase is a private transaction exempt from registration under the Securities Act of 1933, as amended. Upon the closing of the Stock Purchase, the Buyer will be the beneficial owner of approximately 78.3% of the Companys issued and outstanding ordinary shares The Buyer has not advised the Company of any plans to appoint new directors to the Companys Board of Directors or to make any changes to the Companys management or operations. As of March 31, 2016, the Company had not yet commenced operations. All activity from September 27, 2006 ("Date of Inception") through March 2016 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2016 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 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, 2015, filed with the Securities and Exchange Commission on October 14, 2015. 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 and June 30, 2015, 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. 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, 2016, the Company had no intangible assets that 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 and , 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 . 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. |
Going Concern
Going Concern | 9 Months Ended |
Mar. 31, 2016 | |
Going Concern: | |
Going Concern | 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions | |
Related Party Transactions | Note 4 Related Party Transactions During the nine months ended March 31, 2016 and 2015, the company has incurred total legal and auditing costs of $15,251 and $10,500, respectively. These costs were paid by an affiliate company, ACI, Inc. As of March 31, 2016 and June 30, 2015, the company has a balance of $217,011 and $201,760 on Accounts Payable to ACI, respectively. |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Mar. 31, 2016 | |
Shareholders' Deficit | |
Shareholders' Deficit | 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. On June 26, 2015, the Company entered into a Common Stock Exchange Agreement (the Exchange Agreement) with Lianyungang Corporation, a Cayman Islands Exempted Company (Lianyungang). Pursuant to the Exchange Agreement, the Company transferred, conveyed and assigned one hundred percent (100%) of its equity interest in Apollo Technology Corporation, a Cayman Islands Exempted Company, to Lianyungang (the Apollo Technology Transfer). In exchange for the Apollo Technology Transfer, Lianyungang transferred, conveyed and assigned its ninety-five and twenty-six one hundredths percent (95.26%) equity interest in the Company to the Company for cancellation. The Company is authorized to issue 39,062,500 Ordinary Shares, par value of $0.000128 per share. As of March 31, 2016, there are 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, 2016, there were no Preference Shares issued or outstanding. |
Other Intangible Assets
Other Intangible Assets | 9 Months Ended |
Mar. 31, 2016 | |
Other Intangible Asset | |
Other Intangible Asset | 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 On June 22, 2015, the Company transferred other intangible assets to a wholly-owned subsidiary, Apollo Technology Corporation. On June 26, 2015, the Company entered into a Common Stock Exchange Agreement (the Exchange Agreement) with Lianyungang Corporation, a Cayman Islands Exempted Company (Lianyungang). Pursuant to the Exchange Agreement, the Company transferred, conveyed and assigned one hundred percent (100%) of its equity interest in Apollo Technology Corporation, a Cayman Islands Exempted Company, to Lianyungang (the Apollo Technology Transfer). In exchange for the Apollo Technology Transfer, Lianyungang transferred, conveyed and assigned its ninety-five and twenty-six one hundredths percent (95.26%) equity interest in the Company to the Company for cancellation. As of and 2015, the balance of other intangible assets was $0. |
Loan from Related Party
Loan from Related Party | 9 Months Ended |
Mar. 31, 2016 | |
Loan from Related Party | |
Loan from Related Party | 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. On June 5, 2015, the Company entered into a Demand Promissory Note with ACI, borrowing the amount of 10,000 (the June Note) in order to cover the Companys operating expenses. The June 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. On November 18, 2015, the Company entered into a Demand Promissory Note with ACI, borrowing the amount of 20,000 (the November Note and, together with the March Note and June Note, the Notes) in order to cover the Companys operating expenses. The November Note provides for interest of three percent (3%) per annum and is due upon demand from ACI. The Company will use the proceeds from the Notes to fund the general and administrative expenses of the Company as the Company does not currently generate any revenues. As of March 31, 2016, the balance of the Notes to ACI was $35,000. The total accrued interest was $621 and $63 for the quarter ended March 31, 2016 and 2015, respectively. The Notes are payable on demand and there is no maturity date. ACI and the Company are related parties. |
Securities Purchase Agreements
Securities Purchase Agreements | 9 Months Ended |
Mar. 31, 2016 | |
Securities Purchase Agreements | |
Securities Purchase Agreements | 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 June 26, 2015, the parties terminated the SPA. On November 6, 2015, American Compass, Inc., a California corporation, entered into a Stock Purchase Agreement with Hybrid Kinetic Automotive Holdings, LLC, a Delaware limited liability company (the Buyer), to sell to the Buyer 781,250 ordinary shares of stock of the Company for a purchase price of $1.00 per share (the Stock Purchase). Upon the closing of the Stock Purchase, the Buyer will be the beneficial owner of approximately 78.3% of the Companys issued and outstanding ordinary shares. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2016 | |
Subsequent Events | |
Subsequent Events | Note 9 Subsequent Events These financial statements were approved by management and available for issuance on May 16, 2016. Subsequent events have been evaluated through this date. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2016 | |
Accounting Policies: | |
Basis of Presentation | 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, 2015, filed with the Securities and Exchange Commission on October 14, 2015. |
Use of Estimates | 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 | 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 and June 30, 2015, there were no potentially dilutive ordinary shares outstanding. |
Income Taxes, Policy | 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. |
Fair Value of Financial Instruments, Policy | 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, 2016, the Company had no intangible assets that would require measurement on a recurring basis based on this guidance. |
Cash , Policy | 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 $250,000 per banking institution. As of and , the Company bank balances in these bank accounts did not exceed the insured amount. The Company has not experienced any losses related to this concentration of risk. There are no cash equivalents as of . |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2014, the FASB issued ASU No. 2014-10, "Development Stage Entities (Topic 915), Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation". The amendments in this update remove the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholder's equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The Company's early adoption of the new standard is not expected to have a material effect on the Company's financial position or results of operations. |
Organization, Business and Op17
Organization, Business and Operations (Details) | Nov. 06, 2015$ / sharesshares | Jun. 26, 2015 | Jun. 22, 2015USD ($) | Mar. 23, 2015$ / sharesshares | Mar. 18, 2015USD ($) | Mar. 17, 2015USD ($) | Feb. 17, 2015USD ($)$ / sharesshares | Feb. 13, 2015USD ($)$ / sharesshares | Mar. 20, 2013$ / sharesshares | Nov. 15, 2012USD ($)$ / sharesshares |
Organization, Business and Operations Details | ||||||||||
Shares purchased by Sword Dancer, LLc | shares | 781,250 | |||||||||
Company's capital stock par value | $ 0.000128 | |||||||||
Percentage of issued and outstanding ordinary shares | 78.30% | |||||||||
Aggregate purchase price | $ | $ 781,250 | $ 33,334 | ||||||||
Shares sold by Sword Dancer LLC | shares | 781,250 | |||||||||
Par value of ordinary shares sold | $ 0.000128 | $ 0.000128 | ||||||||
Percentage of stock acquired by Hybrid Kinetic | 78.30% | |||||||||
Shares of the Company held by Sword Dancer, for an aggregate purchase price | $ 100,000 | |||||||||
Shares sold by Hybrid Kinetic | shares | 781,250 | |||||||||
Beneficial owner | 78.30% | 78.30% | ||||||||
Gross proceeds | $ | $ 20,000,000 | $ 20,000,000 | ||||||||
Issuance of ordinary shares | shares | 20,000,000 | |||||||||
Issuance of ordinary shares par value | $ 0.000128 | |||||||||
Issuance of ordinary shares at a price | $ 1 | |||||||||
Value of other intangible assets transferred to Apollo Technology Corporation, wholly-owned subsidiary | $ | $ 20,000,000 | |||||||||
Lianyungang transferred the equity interest in the Company to the Company, percent | 95.26% | |||||||||
American Compass Inc owned issued and outstanding ordinary shares | 78.30% | |||||||||
One-time fee to Licensor within 30 days | $ | $ 20,000,000 | |||||||||
License agreement in term of years | 20 | 20 | ||||||||
Shares purchased by SPA | shares | 10,000,000 | |||||||||
Shares purchased by SPA par value | $ 0.001 | |||||||||
Shares purchased by SPA at a price per share | $ 1 | |||||||||
Ordinary shares of stock | shares | 781,250 | |||||||||
Ordinary shares of stock at a purchase price per share | $ 1 |
Cash (Details)
Cash (Details) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Cash {1} | ||
Company's cash is held with banking institutions and subjected to current FDIC insurance limits | $ 250,000 | $ 250,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Related Party Transactions Details | ||
Legal and Auditing cost | $ 15,251 | $ 10,500 |
Balance due to ACI | $ 217,011 | $ 201,760 |
Common Shares and Preference sh
Common Shares and Preference share (Details) - USD ($) | Mar. 31, 2016 | Jun. 26, 2015 | Feb. 17, 2015 |
Ordinary Shares Transactions | |||
Investor gross proceeds | $ 20,000,000 | ||
Ordinary shares issuance | 20,000,000 | ||
Ordinary shares issuance par value | $ 0.000128 | ||
Ordinary shares issuance at a price | $ 1 | ||
Lianyungang transferred the equity interest in the Company to the Company, percent | 95.26% | ||
Equity interest in Apollo Technology Corporation | 100.00% | ||
Ordinary Shares, authorized | 39,062,500 | ||
Ordinary Shares, par value | $ 0.000128 | ||
Ordinary Shares, issued | 998,275 | ||
Ordinary Shares, outstanding | 998,275 | ||
Preference Shares Transactions | |||
Preference Shares authorized | 781,250 | ||
Preference Shares par value | $ 0.000128 |
Intangible Assets (Details)
Intangible Assets (Details) | Mar. 31, 2016USD ($) | Jun. 26, 2015 | Mar. 31, 2015USD ($) | Mar. 18, 2015USD ($) |
Intangible Assets | ||||
Company will pay to the Licensor a one-time fee | $ 20,000,000 | |||
License agreement in term of years | 20 | |||
Lianyungang transferred the equity interest in the Company to the Company, percent | 100.00% | |||
Equity interest in Apollo Technology Corporation | 95.26% | |||
Other intangible assets | $ 0 | $ 0 |
Loan from Related Party (Narrat
Loan from Related Party (Narrative) (Details) - USD ($) | Mar. 31, 2016 | Nov. 18, 2015 | Jun. 05, 2015 | Mar. 31, 2015 | Mar. 18, 2015 |
Loan from Related Party (Narrative) | |||||
Company entered into a Demand Promissory Note with ACI, borrowing in the amount | $ 20,000 | $ 10,000 | $ 5,000 | ||
The Note provides for interest per annum | 3.00% | 3.00% | 3.00% | ||
Balance of the Notes to ACI | $ 35,000 | ||||
The total accrued interest for the period | $ 621 | $ 63 |
Securities Purchase Agreements
Securities Purchase Agreements (Narrative) (Details) - USD ($) | Nov. 06, 2015 | Mar. 23, 2015 | Mar. 17, 2015 | Feb. 17, 2015 |
Securities Purchase Agreements (Narrative) | ||||
Company entered into a Securities Purchase Agreement and issued ordinary shares | 20,000,000 | |||
Gross proceeds received on issuance of shares | $ 20,000,000 | $ 20,000,000 | ||
Purchase of Seller's common stock | 10,000,000 | |||
Par value of an amount per share | $ 0.001 | $ 0.000128 | ||
Per share price of issuance under the agreement | $ 1 | $ 1 | ||
Ordinary shares of stock | 781,250 | |||
Ordinary shares of stock at a purchase price per share | $ 1 | |||
Beneficial owner | 78.30% |