UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for use of the Commission (only as permitted by
Rule 14c-5(d)(2))
[ ] Definitive Information Statement
APOLLO ENTERTAINMENT GROUP, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with Preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing fee for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.
(3) Filing Party:
(4) Date Filed:
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
APOLLO ENTERTAINMENT GROUP, INC.
1400 NW 65th Ave., Bay A
Plantation, FL
(818) 539-6507
INFORMATION STATEMENT
AND NOTICE OF ACTIONS TAKEN
BY WRITTEN CONSENT OF THE MAJORITY SHAREHOLDER
General Information
- -------------------
This information is being provided to the shareholders of Apollo
Entertainment Group, Inc., (the "Company"), in connection with our prior receipt
of approval by written consent, in lieu of a special meeting, of the holder of a
majority of our common stock authorizing an amendment to our Articles of
Incorporation changing our corporate name to Apollo Capital Group, Inc. The
shareholder holding shares representing 95.8% of the votes entitled to be cast
at a meeting of the Company's shareholders, consented in writing to the proposed
actions. The approval by the shareholder will not become effective until 20 days
from the date of mailing of this Information Statement to our shareholders.
The Company's Board of Directors approved these actions on October 24,
2009 and recommended that the Articles of Incorporation be amended in order to
effectuate the corporate name change.
The proposed Amendment to the Articles of Incorporation will be filed
with the Florida Secretary of State and will be effective when filed. The
anticipated filing date will be approximately 20 days after the mailing of this
Information Statement to our shareholders.
If the proposed Amendment were not adopted by written majority
shareholder consent, it would have been necessary for this action to be
considered by the Company's shareholders at a special shareholder's meeting
convened for the specific purpose of approving the Amendment.
The elimination of the need for a special meeting of the shareholders
to approve the Amendment is authorized by Section 607.0704 of the Florida
Statutes, (the "Florida Law"). This Section provides that the written consent of
the holders of outstanding shares of voting capital stock, having not less that
the minimum number of votes which would be necessary to authorize or take the
action at a meeting at which all shares entitled to vote on a matter were
present and voted, may be substituted for the special meeting. According to this
Section 607.0704 of the Florida Law, a majority of the outstanding shares of
voting capital stock entitled to vote on the matter is required in order to
amend the Company's Articles of Incorporation. In order to eliminate the costs
and management time involved in holding a special meeting and in order to effect
the Amendment as early as possible in order to accomplish the purposes of the
Company, the Board of Directors of the Company voted to utilize the written
consent of the majority shareholders of the Company.
The date on which this Information Statement was first sent to the
shareholders is on, or about November __,2009. The record date established by
the Company for purposes of determining the number of outstanding shares of
Voting Capital Stock of the Company on October 24, 2009, (the "Record Date").
1
Forward Looking Statements
- --------------------------
This Information Statement and other reports that we file with the SEC
contain forward-looking statements about our business containing the words
"believes," "anticipates," "expects" and words of similar import. These
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results or performance to be materially
different from the results or performance anticipated or implied by such
forward-looking statements. Given these uncertainties, shareholders are
cautioned not to place undue reliance on forward-looking statements. Except as
specified in SEC regulations, we have no duty to publicly release information
that updates the forward-looking statements contained in this Information
Statement. An investment in our Company involves numerous risks and
uncertainties, including those described elsewhere in this Information
Statement.
Proposals by Security Holders
- -----------------------------
As of the date of this Information Statement, no security holder
proposals have been received by the Company.
No Rights of Appraisal
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Under the laws of Florida, the Company's shareholders are not entitled
to appraisal rights with respect to the Amendments and the Company will not
independently provide its shareholders with any such right.
No Dissenter's Rights
- ---------------------
Under Florida Law, any dissenting shareholders are not entitled to
appraisal rights with respect to our amendment, and we will not independently
provide shareholders with any such right.
Outstanding Voting Stock of the Company
- ---------------------------------------
As of the Record Date, there were 16,644,659 shares of Common Stock
issued and outstanding. The Common Stock constitutes the outstanding class of
voting securities of the Company. Each share of Common Stock entitles the holder
to one (1) vote on all matters submitted to the shareholders.
Security Ownership of Certain Owners and Management
- ---------------------------------------------------
The following Table sets forth the Common Stock ownership information
as of October 25, 2009, with respect to (i) each person known to the Company to
be the beneficial owner of more than 5% of the Company's Common, (ii) each
director of the Company, (iii) each person filing a written consent to the
adoption of the actions described herein, and (iv) all directors, executive
officers and designated shareholders of the Company as a group. This information
as to beneficial ownership was furnished to the Company by or on behalf of each
person named. Unless otherwise indicated, the business address of each person
listed is the Company's address.
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Table 1.
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NUMBER OF PERCENTAGE OF
TITLE OF SHARES OWNED COMMON STOCK
NAME OF OWNER CLASS (1) (2)
- ---------------------------------- -------- ------------ -------------
Common
Anthony Finn(1) -0- -0- %
Sigfried Klein(2) -0- -0-
Joerg Lindner(3) -0- -0-
Guenther Bauer(4) -0- -0-
(1) Chief Executive Officer
(2) President
(3) Secretary/Treasurer/CFO
(4) Director/Chairman of the Board
Table 2. Voting Control of Consenting Shareholder
- --------
The following table sets forth the voting control of the majority shareholder of
our common stock who voted in favor of the name change.
NUMBER OF PERCENTAGE OF
TITLE OF SHARES OWNED COMMON STOCK
NAME OF OWNER CLASS (1) (2)
- --------------------- ------------ ------------ -------------
Manfred Wutzer (1)(2) Common Stock 15,950,237 95.82 %
(1) Beneficial Ownership is determined in accordance with the rules of the SEC
and generally includes voting or investment power with respect to securities
and/or shares of common stock subject to options or warrants currently
exercisable or convertible, or exercisable or convertible within 60 days of
October 24, 2009 are deemed outstanding for computing the percentage of the
person holding such option or warrant but are not deemed outstanding for
computing the percentage of any other person.
(2) Percentage based upon 16,644,659 shares of common stock to be outstanding
common stock as of October 24, 2009. Mr. Wutzer's address is Calle Belgica, 48,
E-07180 Nova Santa Ponsa, Balearic Islands, Spain. On October 19, 2009, there
was a change in control of the company. The details of that change were reported
on a Current Report filed on Form 8-K October 20, 2009.
Directors, Executive Officers, Promoters and Control Persons
- ------------------------------------------------------------
The following table sets forth information regarding the our director and
executive officers.
Table 1.
Name Age Positions and Office
- ----------------- --- --------------------
Guenter Bauer 66 Director, Chairman of the Board
Sigfried M. Klein 48 President
Anthony J. Finn 50 Chief Executive Officer
Joerg W. Linder 43 Secretary, Treasurer, CFO
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Directors are elected to serve until the next annual meeting of stockholders and
until their successors are elected and qualified. The Board of Directors may
seek other qualified individuals to serve on the Board and to form committees to
do the Board's work. Officers are elected by the Board of Directors and serve
until their successors are appointed by the Board of Directors.
Biographical resumes of each officer and director are set forth below.
Guenter Bauer: Director/Chairman of the Board of Directors. Since 2002, Mr.
Bauer has owned and operated Hippocampus Corporate Development, AG, a firm
specializing in the design, analysis and marketing of special investment
products principally investment funds. Mr. Bauer is a graduate of the University
of St. Gall, Switzerland.
Sigfried M. Klein: President. Mr. Klein holds a German Banking License issued by
the Chamber of Commerce & Industry in Darmstadt, Germany. Since 2004, Mr. Klein
has worked for Mazal Enterprises, LLC of Miami, Florida. Mr. Klein has acted as
an investment advisor focused primarily on international commercial real estate
investment projects.
Anthony J. Finn: Chief Executive Officer. Mr. Finn has been self employed as a
financial consultant to clients in the U.K. and Brazil for the last 10 years.
Joerg W. Lindner: Secretary/Treasurer/Chief Financial Officer. From 2004 -2007
Mr. Lindner was the Sales Manager in Spain for a Delta Hamburg. From 2007 to the
present, he is the officer manager, sales manager and account manager for a
Spanish company called Gastro Delicatessen.
Control Person: Manfred H. Wutzer: Mr. Wutzer has entered into an Stock Purchase
and Sale Agreement whereby he will acquire 95.8% of the voting capital stock of
the Company. Mr. Wutzer's age is 60. He is a resident of Mallorca, Spain. He was
educated at the University of Cologne in Germany and received a Bachelor of Arts
and Master of Business Administration. He is the owner of International
Investment & Commerce, Inc., a company involved in the design and marketing of
investment products.
To the knowledge of management, there is no family relationship between any of
the officers and directors or between any of the officers, directors and the
Company. There are no business relationships between any of the officers and
directors and the Company. Management is not aware of any material proceedings
to which any director or officer of the Company is a party adverse to the
Company or any of its subsidiaries or has a material interest adverse to the
Company or any of its subsidiaries.
CORPORATE GOVERNANCE
- --------------------
We do not have an audit committee, compensation committee or nominating
committee. As our operations expand, we hope to name additional members to our
Board of Directors. We do not have sufficient funds to secure officer and
directors insurance and we do not believe that we will be able to retain an
independent Board of Directors in the immediate future.
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Independence of the Board
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The Company is quoted on the OTC Bulletin Board inter-dealer quotation system,
which does not require director independence requirements. However, for purposes
of determining director independence, we have applied the definitions set forth
in NASDAQ Rule 4200(a)(15) which states, generally, that a director is not
considered to be independent if he or she is, or at any time during the past
three years was an employee of the Company; or if he or she (or his or her
family member) accepted compensation from the Company in excess of $120,000
during any twelve month period within the three years preceding the
determination of independence. Accordingly, we consider Mr. Guenther Bauer to be
an independent director.
During the year 2008, the Board of Directors took corporate action majority
written consent to approve the periodic reports filed by the Company and to
ratify the appointment of its auditors.
EXECUTIVE COMPENSATION
- ----------------------
Effective October 19, 2009, the Company entered into an employment agreement
with its President, Sigfried Klein, which provides for a monthly salary of
$3,000.
SECTION 16(a) BENEFICIAL REPORTING COMPLIANCE
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Section 16(a) of the Exchange Act requires the Company's directors and executive
officers, and persons who own more than 10% of a registered class of the
Company's equity securities, to file with the SEC initial reports of ownership
and reports of changes in ownership of common stock and other equity securities
of the Company. These insiders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file, including Forms 3, 4
and 5. To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the calendar year ended December 31, 2008, all
Section 16(a) filing requirements applicable to its insiders were complied with.
Code of Ethics
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We have adopted a Code of Ethics that applies to all of our directors and
executive officers serving in any capacity for our Company, including our
principal executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions.
EXECUTIVE COMPENSATION
- ----------------------
The following table sets forth the annual and long-term compensation paid to our
Chief Executive Officer and the other executive officers at the end of the last
completed fiscal year. We refer to all of these officers collectively as our
"named executive officers."
5
SUMMARY COMPENSATION TABLE
CHANGE IN
PENSION VALUE
AND NON-
NON-EQUITY QUALIFIED
NAME & STOCK OPTION INCENTIVE PLAN DEFERRED ALL OTHER
PRINCIPAL SALARY BONUS AWARDS AWARDS COMPENSATION COMPENSATION COMPENSATION TOTAL
POSITION YEAR ($) ($) ($) ($) ($) EARNINGS ($) ($) ($)
- --------- ---- ------- ----- ------ ------ -------------- ------------- ------------ -----
Michelle 2008 $12,000 N/A N/A N/A N/A N/A None None
Tucker
CEO and
President
Director
Outstanding Equity Awards at Fiscal Year-End Table. None.
- ---------------------------------------------------
Employment Agreements with Executive Officers
- ---------------------------------------------
The Company entered into an employment agreement with Mr. Klein as reported on
Form 8-K current report filed October 20, 2009.
Director Compensation
- ---------------------
Our directors are elected by the vote of a majority in interest of the holders
of our voting stock and hold office until the expiration of the term for which
he or she was elected and until a successor has been elected and qualified.
A majority of the authorized number of directors constitutes a quorum of the
Board of Directors for the transaction of business. The directors must be
present at the meeting to constitute a quorum. However, any action required or
permitted to be taken by the Board of Directors may be taken without a meeting
if all members of the Board of Directors individually or collectively consent in
writing to the action.
Directors do receive compensation for their services.
Stock Option Plans. None.
- -------------------
Purpose and Effect of the Name Change
- -------------------------------------
Our board of directors and majority shareholder believe that the new corporate
name change to Apollo Capital Group, Inc. will reflect our change in business
direction which will not be limited to the entertainment business. We believe
new corporate name will promote public recognition and more accurately reflect
the broadened scope of our business development efforts.
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Contact Information
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Apollo Entertainment Group, Inc. (the "Company") has its principal executive
offices located at 1400 N.W. 65th Ave, Bay A, Plantation, FL 33313. The
corporate telephone number is (818) 539-6507.
WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT THE COMPANY
- -----------------------------------------------------------
We are subject to the information and reporting requirements of the Exchange Act
and, in accordance with this Act, we file periodic reports, documents and other
information with the SEC relating to the our business, financial statements and
other matters. These reports and other information may be inspected and are
available for copying at the offices of the SEC, 100 F Street, N.E., Washington,
D.C. 20549. Our SEC filings are also available to the public from the SEC's
website at http://www.sec.gov. Our website is intended to provide an inactive,
textual reference only. Information on our website is not part of this
Information Statement.
Conclusion
- ----------
As a matter of regulatory compliance, we are sending you this Information
Statement which describes the purpose and effect of the Amendment. Your consent
to the Amendment is not required and is not being solicited in connection with
this action. This Information Statement is intended to provide our stockholders
information required by the rules and regulations of the Securities Exchange Act
of 1934.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.
For the Board of Directors of
Date: October 26, 2009 Apollo Entertainment Group, Inc.
----------------------------
By: Guenther Bauer
Chairman of the Board
7
Exhibit 3
Form of Proposed Amendment to the Articles of Incorporation
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
OF
APOLLO ENTERTAINMENT GROUP, INC.
Document No.P07000045572
Pursuant to the provisions of section 607.1006, Florida Statutes, this
Florida Profit Corporation adopts the following amendments to its Articles of
Incorporation:
I. Amendments Adopted:
The following amendments to Articles 1, 5 and 6 of the Articles of
Incorporation of Apollo Entertainment Group, Inc. were adopted, as prescribed by
the Florida Statutes:
FIRST: ARTICLE 1, NAME. The name of the corporation is APOLLO CAPITAL GROUP,
INC.
SECOND: ARTICLE 5, OFFICERS, is amended effective October 19, 2009: The officers
of this corporation are:
Chief Executive Officer: Anthony Finn
President: Sigfried Klein
Chief Financial Officer: Joerg Lindner
Secretary/Treasurer: Joerg Lindner
THIRD: ARTICLE 6, DIRECTOR. The corporation's directors are as follows: Guenther
Bauer
No other amendment to the articles of incorporation is required for the
actions described in this certificate of amendment.
II. Effective Dates: Unless stated otherwise herein, the date of the
amendments will be ______ day of ______________________, 2009.
III. Adoption of Amendments:
Under penalty of perjury, the undersigned declares that the foregoing
document was executed by the corporation and that the statements contained
therein are true and correct to the best of his knowledge.
This amendment was approved by the unanimous vote of the board of
directors. This amendment was approved by the written consent of the majority
shareholder in accordance with the provisions set forth in the Articles of
Incorporation. The number of shares casting votes cast for the amendments were
sufficient for approval.
Dated this ____ day of ____________________, 2009.
APOLLO ENTERTAINMENT GROUP, INC.
- ------------------------------------
By: Joerg Lindner
Title: Secretary/Treasurer/CFO