Note 1 - 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 Companys 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 Companys 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 Companys 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 Peoples 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 Companys 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. 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 Sellers 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 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, ACI owned 78.3% of the Companys issued and outstanding ordinary shares. Upon the closing of the transaction contemplated above, which took place on June 26, 2015 (the Closing), the Company redeemed shares of its common stock (Shares), which represented ninety-five and twenty-six one hundredths percent (95.26%) of the issued and outstanding Shares just prior to the Closing. ACI now holds seventy-eight and three tenths percent (78.30%) of the Companys issued and outstanding Shares. On November 6, 2015, ACI 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 was a private transaction exempt from registration under the Securities Act of 1933, as amended. Upon the closing of the Stock Purchase, the Buyer was 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 June 30, 2018, the Company had not yet commenced operations. All activity from September 27, 2006 ("Date of Inception") through June 30, 2018 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 Companys funds in its business. The Companys 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. |