UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: MARCH 31, 2009
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to __________
COMMISSION FILE NUMBER: 333-153495
APOLLO ENTERTAINMENT GROUP, INC.
(Exact name of small business issuer as specified in its charter)
FLORIDA 22-3962092
------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
150 East Angeleno Avenue
#1426
Burbank, California 91502
-------------------------
(Address of principal executive offices)
818-539-6507
-------------------------
(Issuer's telephone number)
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.
|X| Yes |_| No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated file"
and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller reporting company |X|
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
|_| Yes |X| No
TABLE OF CONTENTS
PAGE
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2009
and December 31, 2008 ................................................... 3
Unaudited Condensed Consolidated Statements of Operations for the Three
Months Ended March 31, 2009 and 2008 .................................... 4
Condensed Consolidated Statement of Shareholders' Equity (Deficit) for
the year ended December 31, 2008 and the three months ended
March 31, 2009 (unaudited) .............................................. 5
Unaudited Condensed Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 2009 and 2008 .................................... 6
Notes to Unaudited Condensed Financial Statements ....................... 7
Item 2. Management's Discussion and Analysis or Plan of Operation ........ 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk ....... 13
Item 4T. Controls and Procedures .......................................... 13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings ................................................ 14
Item 1A Risk Factors ..................................................... 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ...... 14
Item 3. Defaults Upon Senior Securities .................................. 14
Item 4. Submission of Matters to a Vote of Security Holders .............. 15
Item 5. Other information ................................................ 15
Item 6. Exhibits ......................................................... 15
Signatures ................................................................. 15
2
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
APOLLO ENTERTAINMENT GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2009 2008
----------- ------------
(unaudited) (audited)
Assets
Current Assets:
Cash ........................................... $ 5,347 $ 2,884
Accounts receivable ............................ 6,209 12,077
Prepaid expenses ............................... 1,400 1,000
Inventory ...................................... 3,283 5,518
--------- ---------
Total Current Assets ........................ 16,239 21,479
Equipment ......................................... 11,697 12,580
--------- ---------
Total Assets ................................... $ 27,936 $ 34,059
========= =========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable ............................... $ 28,410 $ 22,137
Accrued liabilities ............................ 93 1,251
Accrued wages .................................. 804 1,722
Accrued liabilities-related party .............. 61,957 58,119
--------- ---------
Total Current Liabilities ................... 91,264 83,229
--------- ---------
Total Liabilities .............................. 91,264 83,229
--------- ---------
Stockholders' Equity
Common stock, $.001 par value
100,000,000 authorized 15,377,359 and
13,110,150 issued and outstanding, respectively 15,377 13,110
Additional Paid in Capital ..................... 107,207 64,130
Accumulated deficit ............................ (185,912) (126,410)
--------- ---------
Total Stockholders' Equity .................. (63,328) (49,170)
--------- ---------
Total Liabilities and Stockholders' Equity .. $ 27,936 $ 34,059
========= =========
See accompanying notes to financial statements
3
APOLLO ENTERTAINMENT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the
Three Months
Ended
March 31,
2009 2008
------------ ------------
Revenue .............................. $ 28,517 $ -
Cost of sales ........................ 19,556 -
------------ ------------
Gross profit ......................... 8,961 -
General administrative expenses ...... 68,456 -
------------ ------------
Loss from operations ................. (59,495) -
------------ ------------
Income tax expense ................... - -
Interest expense ..................... (7) -
------------ ------------
Net Loss ............................. $ (59,502) $ -
============ ============
Basic and Diluted
Loss per Common Share .............. $ (0.00) $ -
============ ============
Basic and Diluted Weighted Average
Common Shares Outstanding .......... 14,017,034 -
============ ============
See accompanying notes to financial statements
4
APOLLO ENTERTAINMENT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2008 AND THE THREE MONTHS ENDED MARCH 31, 2009 (UNAUDITED)
Total
Common Stock Paid in Accumulated Stockholders'
Shares Amount Capital Deficit Deficit
---------- ------- -------- ----------- -------------
Balance, Decemeber 31, 2007 ........ 100,000 100 139 (239) -
Proceeds from Founders shares
issued at par value of $.001 on
June 25, 2008 .................... 4,700,000 4,700 - - 4,700
Issuance of shares of common
stock at par value of $.001 for
prepaid expenses on July 1, 2008 . 1,200,000 1,200 - - 1,200
Issuance of shares of common stock
for repayment of advances and debt 7,090,150 7,090 63,811 - 70,901
Issuance of shares of common stock
for services-related party ....... 20,000 20 180 - 200
Net Loss ........................... - - - (126,171) (126,171)
---------- ------- -------- --------- ---------
Balance, December 31, 2008 ......... 13,110,150 13,110 64,130 (126,410) (49,170)
Issuance of common stock for
repayment of advances and
services related party ........... 2,267,209 2,267 43,077 - 45,344
Net Loss ........................... - - - (59,502) (59,502)
---------- ------- -------- --------- ---------
Balance March 31, 2009 ............. 15,377,359 $15,377 $107,207 $(185,912) $ (63,328)
========== ======= ======== ========= =========
See accompanying notes to financial statements
5
APOLLO ENTERTAINMENT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the
Three Months Ended
March 31,
2009 2008
-------- --------
OPERATING ACTIVITIES:
Net loss .............................................. $(59,502) $ -
Adjustments to reconcile net income (loss) to net cash
Provided (used) by operating activities:
Amortization of prepaid expenses ................... 100 -
Depreciation ....................................... 883 -
Stock issued for services .......................... 1,000 -
Stock issued for related party services, expenses,
and accrued liabilities ........................... 12,300 -
Changes in Assets and Liabilities:
Accounts receivable ................................ 5,868 -
Inventory .......................................... 2,235 -
Accounts payable ................................... 6,273 -
Accrued wages ...................................... (918) -
Accrued liabilities ................................ (1,158) -
Accrued liabilities-related party .................. 15,929 -
-------- --------
Net Cash Used by Operating Activities ........... (16,990) -
-------- --------
FINANCING ACTIVITIES:
Proceeds from related party advances .................. 19,453 -
-------- --------
Net Cash Provided by Financing Activities ....... 19,453 -
-------- --------
Net Increase in Cash .................................. 2,463 -
-------- --------
Cash at Beginning of Period ........................... 2,884 -
-------- --------
Cash at End of Period ................................. $ 5,347 $ -
======== ========
Supplemental Disclosures:
Cash paid for income taxes ............................ $ - $ -
======== ========
Cash paid for interest ................................ $ - $ -
======== ========
See accompanying notes to financial statements
6
APOLLO ENTERTAINMENT GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND USE
OF ESTIMATES:
NATURE OF BUSINESS AND BASIS OF PRESENTATION
Apollo Entertainment Group, Inc. ("the Company" or "Apollo") was incorporated in
the State of Florida on April 12, 2007 under the name Pop Starz Publishing Corp.
as a wholly owned subsidiary of Pop Starz Records, Inc. On June 24, 2008, the
Company changed its name to Apollo Entertainment Group, Inc. Additionally, on
the same date, the authorized number of shares was increased from 10,000 to
100,000,000 and the par value of the common stock was changed from $.01 to
$.001.
The Company, through its subsidiary, Alpha Music Mfg. Corp., offers the services
of Audio CD/CD Rom duplication and replication, audio cassette duplication, DVD
duplication, and vinyl record pressing throughout the United States.
Apollo is a holding corporation. All of our operations are conducted through our
subsidiary, Alpha Music Mfg. Corp. which is a Florida corporation, incorporated
on June 24, 2008.
The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America and
pursuant to the rules and regulations of the Securities and Exchange Commission
("SEC").
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Apollo
Entertainment Group, Inc. and its wholly owned subsidiary Alpha Music Mfg. Corp.
All intercompany accounts and transactions have been eliminated in
consolidation.
USE OF ESTIMATES
The preparation of financial statements, in conformity with accounting
principals generally accepted in the United States of America requires
management to make estimates and assumptions, which affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.
CASH AND CASH EQUIVALENTS:
Cash and cash equivalents are considered to be all highly liquid investments
purchased with an initial maturity of three (3) months or less.
INVENTORY:
Inventory is stated at the lower of cost or market.
PROPERTY AND EQUIPMENT:
Property and equipment is recorded at cost. Depreciation is recorded on a
straight-line basis over the estimated useful lives of the assets.
7
APOLLO ENTERTAINMENT GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
REVENUE RECOGNITION:
Revenues are recognized in accordance with SEC Staff Accounting Bulletin (SAB)
No. 101, "Revenue Recognition in Financial Statements". Under SAB 101, product
or service revenues are recognized when persuasive evidence of an arrangement
exists, delivery has occurred (or service has been performed), the sales price
is fixed and determinable and collectability is reasonably assured.
Revenue is recognized when payment is received, or when we have made other
payment arrangements with clients and management has a high degree of confidence
that collectability of the sale is assured.
Shipping and handling costs are included in prices charged to customers and
reflected as part of income in reported revenues.
FINANCIAL INSTRUMENTS:
Financial instruments consist primarily of cash and a convertible note
payable-related party. The carrying amounts of cash and note payable-related
party approximate fair value because of the short maturity of those instruments.
ADVERTISING:
Advertising costs are charged to operations when incurred.
INCOME TAXES:
The Company complies with the provisions of SFAS No. 109 "Accounting for Income
Taxes". Deferred income tax assets and liabilities are computed for differences
between the financial statement and tax bases of assets and liabilities that
will result in future taxable or deductible amounts and are based on enacted tax
laws and rates applicable to the periods in which the differences are expected
to affect taxable income. Valuation allowances are established, when necessary,
to reduce deferred income tax assets to the amount expected to be realized.
INCOME (LOSS) PER SHARE:
In accordance with SFAS No. 128, "Earnings Per Share", the basic net loss per
common share is computed by dividing net loss available to common stockholders
by the weighted average number of common shares outstanding. Diluted net loss
per common share is computed similar to basic net loss per common share except
that the denominator is increased to include the number of additional common
shares that would have been outstanding if the potential common shares had been
issued and if the additional common shares were dilutive. At March 31, 2009,
there were no potentially dilutive securities outstanding.
8
APOLLO ENTERTAINMENT GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No 51" (SFAS 160). SFAS 160 establishes accounting and reporting standards for
ownership interests in subsidiaries held by parties other than the parent,
changes in a parent's ownership of a non-controlling interest, calculation and
disclosure of the consolidated net income attributable to the parent and the
non-controlling interest, changes in a parent's ownership interest while the
parent retains its controlling financial interest and fair value measurement of
any retained non-controlling equity investment. SFAS 160 is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years. Early adoption is prohibited. The
adoption of SFAS No. 160 Company has not had a material effect on the financial
position, results of operations or cash flows.
In December 2007, the FASB issued SFAS 141R, "Business Combinations" ("SFAS
141R"), which replaces FASB SFAS 141, "Business Combinations". This Statement
retains the fundamental requirements in SFAS 141 that the acquisition method of
accounting be used for all business combinations and for an acquirer to be
identified for each business combination. SFAS 141R defines the acquirer as the
entity that obtains control of one or more businesses in the business
combination and establishes the acquisition date as the date that the acquirer
achieves control. SFAS 141R will require an entity to record separately from the
business combination the direct costs, where previously these costs were
included in the total allocated cost of the acquisition. SFAS 141R will require
an entity to recognize the assets acquired, liabilities assumed, and any
non-controlling interest in the acquired at the acquisition date, at their fair
values as of that date. This compares to the cost allocation method previously
required by SFAS No. 141. SFAS 141R will require an entity to recognize as an
asset or liability at fair value for certain contingencies, either contractual
or non-contractual, if certain criteria are met. Finally, SFAS 141R will require
an entity to recognize contingent consideration at the date of acquisition,
based on the fair value at that date. This Statement will be effective for
business combinations completed on or after the first annual reporting period
beginning on or after December 15, 2008. Early adoption of this standard is not
permitted and the standards are to be applied prospectively only. The adoption
of SFAS No. 141R has not had a material effect on our financial position,
results of operations or cash flows.
In March 2008, the FASB issued SFAS No. 161 "Disclosures about Derivative
Instruments and Hedging Activities--An Amendment of FASB Statement No. 133."
("SFAS 161"). SFAS 161 establishes the disclosure requirements for derivative
instruments and for hedging activities with the intent to provide financial
statement users with an enhanced understanding of the entity's use of derivative
instruments, the accounting of derivative instruments and related hedged items
under Statement 133 and its related interpretations, and the effects of these
instruments on the entity's financial position, financial performance, and cash
flows. This statement is effective for financial statements issued for fiscal
years beginning after November 15, 2008. Its adoption has not had a material
impact on our financial position, results of operations or cash flows.
9
APOLLO ENTERTAINMENT GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONTROL BY PRINCIPAL STOCKHOLDERS
The directors, executive officers and their affiliates or related parties, own
beneficially and in the aggregate, the majority of the voting power of the
outstanding shares of the common stock of the Company. Accordingly, the
directors, executive officers and their affiliates, if they voted their shares
uniformly, would have the ability to control the approval of most corporate
actions, including increasing the authorized capital stock of the Company and
the dissolution, merger or sale of the Company's assets or business.
NOTE 2: RELATED PARTY TRANSACTIONS
On June 25, 2008, the Company entered into a convertible note payable with the
Tucker Family Spendthrift Trust in the amount of $45,300. The convertible note
payable bears interest at the rate of 8% per annum, and was due on June 25,
2009. The note holder had the right to convert the note payable into shares of
common stock at the rate of $.01 of principal for each share of common stock. On
October 14, 2008, the holder made the election to convert the note payable to
shares of common stock, and therefore, the Company issued 4,530,000 shares of
common stock to the Tucker Family Spendthrift Trust.
During the period from July through October 2008 the Tucker Family Spendthrift
Trust advanced the Company funds totaling $28,978.
On October 14, 2008, the Company issued 2,560,150 shares to the Tucker Family
Spendthrift Trust as repayment of advances made to the Company through that
date.
Through November and December 2008, the Tucker Family Spendthrift advanced the
Company an additional $3,789.
During the three months ended March 31, 2009 the Tucker Family Spendthrift Trust
advanced the Company $19,453. In February 2009, the Company issued 667,209
shares as repayment toward the advances. The Company also issued 475,000 shares
to the Tucker Family Spendthrift Trust for accrued rent and rent expense during
the period ended March 31, 2009.
At March 31, 2009 and December 31, 2008, Accrued liabilities-related party
consists of the following:
March 31, December 31,
2009 2008
--------- ------------
Accrued wages and officers compensation .. $52,154 $45,715
Accrued rent ............................. - 6,000
Accrued interest payable ................. 1,117 1,117
Due to the Tucker Family Spendthrift Trust 8,686 5,287
------- -------
$61,957 $58,119
======= =======
10
APOLLO ENTERTAINMENT GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3: STOCKHOLDERS' EQUITY
At March 31, 2009, the authorized capital of the Company consists of 100,000,000
shares of common stock with a par value of $.001. There were 15,377,359 shares
of common stock issued and outstanding at March 31, 2009.
On September 15, 2008, the Company filed an S-1 registration statement with the
Securities and Exchange Commission registering 4,553,081 shares of Apollo's
common stock which were held by Pop Starz Records, Inc. the former Parent of the
Company. These registered shares were distributed by Pop Starz Records, Inc. to
the shareholders of Pop Starz Records, Inc. At the time of the distribution, Pop
Starz Records, Inc. ceased to be the Company's parent. The registration
statement was declared effective on October 3, 2008.
NOTE 4: GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company does not have sufficient
working capital for its planned activity, which raises substantial doubt about
its ability to continue as a going concern.
Continuation of the company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through cash flows
from operations, short-term loans from its shareholders and additional equity
investments, which will enable the Company to continue operations for the coming
year.
NOTE 5: SUBSEQUENT EVENTS
Subsequent to March 31, 2009, the Tucker Family Spendthrift Trust has advanced
the Company approximately $4,000.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
FORWARD-LOOKING DISCLOSURE
This Quarterly Report on Form 10-Q contains "forward-looking statements" within
the meaning of the "safe harbor" provision of the Private Securities Litigation
Reform Act of 1995 regarding future events and the future results of Apollo
Entertainment Group, Inc. that are based on current expectations, estimates,
forecasts, and projections as well as the beliefs and assumptions of Apollo
Entertainment Group, Inc.'s management. Words such as "outlook", "believes",
"expects", "appears", "may", "will", "should", "anticipates" or the negative
thereof or comparable terminology, are intended to identify such forward-looking
statements. These forward-looking statements are only predictions and are
subject to risks, uncertainties and assumptions that are difficult to predict.
Therefore actual results may differ materially and adversely from those
expressed in any forward-looking statements. Factors that might cause or
contribute to such differences include, but are not limited to those discussed
in our Prospectus on Form S-1 under the section entitled "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" subsection "Quantitative and Qualitative Disclosures About Market
Risk". You should not place undue reliance on these forward-looking statements,
which speak only as of the date of this Quarterly Report. Apollo Entertainment
Group, Inc. undertakes no obligation to revise or update publicly any
forward-looking statements for any reason.
GENERAL
The following is management's discussion and analysis of certain significant
factors affecting the Company's financial position and operating results during
the periods included in the accompanying condensed financial statements. Except
for the historical information contained herein, the matters set forth in this
report are forward-looking statements.
Apollo Entertainment Group, Inc was formed in April 2007, as a wholly owned
subsidiary of Pop Starz Records, Inc. Pop Starz Records, Inc., the Parent of
Apollo Entertainment Group, Inc. announced its intention to spin off Apollo
through the payment of a stock dividend at the rate of one share of Apollo for
each three shares of Pop Starz Records, Inc. As of this date, Apollo ceased
being a subsidiary of Pop Starz Records, Inc.
The Company, through its subsidiary, Alpha Music Mfg. Corp., offers the services
of Audio CD/CD Rom duplication and replication, audio cassette duplication, DVD
duplication, and vinyl record pressing throughout the United States.
RESULTS OF OPERATIONS
For the three months ended March 31, 2009 we reported revenues and cost of sales
of $28,517 and $19,556. There were no comparable revenues or cost of sales
reported in the same period of the prior year as we were in the development
stage through July 2008.
General and Administrative expenses reported for the three months ended March
31, 2009 were $68,456. The Company was incorporated in April 2007, therefore,
there were no similar expenses in the same period of the prior year. General and
Administrative expenses for the period ended March 31, 2009 consisted primarily
of legal and accounting fees, wages and salaries, and rent expense.
12
LIQUIDITY
At March 31, 2009, we have a deficit in working capital of $75,025, and an
accumulated deficit of $185,912. We commenced our primary operations in July
2008. Due to our operating loss, and accumulated deficit, our independent
auditor has raised doubts about our ability to continue as a going concern.
Management believes that we will be able satisfy our ongoing operations,
however, if revenues from operations are not sufficient, to meet these
obligations, management will seek additional funding from related party advances
or third party financing. There can be no assurance that any financing will be
available, or if available, on terms acceptable to us.
CAPITAL RESOURCES
At March 31, 2009 our current assets consist of cash, accounts receivable,
prepaid expenses, and inventory totaling $16,239 as compared to $21,479 at
December 31, 2008. Our current liabilities consist of accounts payable, accrued
wages and accrued liabilities-related party, $91,264 as compared to $83,229 at
December 31, 2008. The increase in the liabilities and the decrease in our
current assets is due to our current operations being insufficient to fund our
operations. Unless we secure additional financing, of which there can be no
assurance, or begin to generate revenues in excess of expenses, we may not be
able to meet our obligations as they become due.
OFF BALANCE SHEET ARRANGEMENTS
We do not have any off balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
our financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors. .
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company we are not required to furnish the information
required by this item.
ITEM 4T. CONTROLS AND PROCEDURES.
DISCLOSURE CONTROLS AND PROCEDURES
Our principal executive and financial officer, based on her evaluation of our
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d(e)) as of the end of the period covered by the Quarterly Report on Form
10-Q has concluded that (i) our disclosure controls and procedures are effective
for ensuring that information required to be disclosed by us in reports that we
file or submit under the Securities Exchange Act of 1934 is recorded, summarized
and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms and (ii) our disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us under the Securities Exchange Act of
1934 is accumulated and communicated to our management, including our principal
executive and financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosures.
13
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act. Our management conducted an evaluation of the
effectiveness of our internal control over financial reporting. Based on this
evaluation under the, our management concluded that our internal control over
financial reporting was effective as of March 31, 2009.
This report does not include an attestation report of the company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management's report
in this report.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting that
occurred during our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
As a smaller reporting company we are not required to provide the information
required by this item.
ITEM 2. SALE OF UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On October 14, 2008, the Company issued 7,901,500 shares of common stock to the
Tucker Family Spendthrift Trust for the conversion of the convertible note
payable in the amount of $45,300, and other advances made to the Company through
October 14, 2008 totaling $25,840
In February 2009, the Company issued 667,209 shares of common stock to the
Tucker Family Spendthrift Trust as repayment of cash advances in the amount of
$13,344 made to the Company. Additionally, the Company issued 475,000 shares of
common stock to the Tucker Family Spendthrift Trust for accrued rent, prepaid
rent, and rent expense for total consideration valued at $9,500.
In February 2009, the Company issued 1,075,000 shares to an Officer of the
Company for compensation and service as a Director, for consideration valued at
$21,500.
In February 2009, the Company issued 50,000 shares of common stock to a
consultant for services. The shares were valued at $1,000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
Set forth below is a list of exhibits to this quarterly report on Form 10Q.
Exhibit
Number Description
- ------- ----------------------------------------------------------------------
31 Certification of the Chief Executive and Financial Officer pursuant to
Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of
1934, as amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32 Certification of the Chief Executive and Financial Officer pursuant to
Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of
1934, as amended, and 18 U.S.C. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Apollo Entertainment Group, Inc.
Date: May 15, 2009 By: /s/ Michelle Tucker
-------------------
Michelle Tucker
Chief Executive Officer
15