UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM S-1/A
AMENDMENT NO. 2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ALPHA MUSIC MFG CORP.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 3562 22-3980583
--------------------------- ----------------- --------------
(State or other jurisdiction (Primary Industrial (I.R.S. Employer
of Incorporation) Classification Code) Identification No.)
1400 NW 65th Avenue
Bay A
Plantation, FL 33312
(818)539-6507
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Linford Ellis
1400 NW 65th Avenue
Bay A
Plantation, FL 33313
(818)539-6507
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
Jeffrey G. Klein, P.A.
2600 North Military Trail
Suite 270
Boca Raton, Florida 33431
(561)997-9920
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act Registration Statement number of the earlier effective registration
statement for the same offering. |_|
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 filer"
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 small reporting company.)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Each Class Maximum Maximum
Of Securities Amount Offering Aggregate Amount of
To Be to be Price Per Offering Registration
Registered Registered Share(1) Price Fee(2)
- ------------- ---------- --------- --------- ------------
Common Stock 16,644,659 $0.001 $16,645 $1.70
_________
[1] No exchange or over-the-counter market exists for Alpha Music Mfg Corp's
common stock. The offering price was arbitrarily established by management and
does not reflect market value, assets or any established criteria of valuation.
[2] Estimated solely for purposes of calculating the registration fee under Rule
457(c) and previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
EXPLANATORY NOTE
This Registration Statement has been prepared on a prospective basis on
the assumption that, among other things, the spin-off of the Registrant from
Apollo Entertainment Group, Inc. (as described in the Prospectus which is a part
of this Registration Statement) and the related transactions contemplated to
occur prior to or contemporaneously with the spin-off will be consummated as
contemplated by the Prospectus. There can be no assurance, however, that any or
all of such transactions will occur or will occur as so contemplated. Any
significant modifications to or variations in the transactions contemplated will
be reflected in an amendment or supplement to this Registration Statement.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any jurisdiction where the offer or sale of these securities is not
permitted.
THE DATE OF THIS PROSPECTUS IS June __, 2010
PROSPECTUS
ALPHA MUSIC MFG CORP.
1400 NW 65TH AVENUE BAY A
PLANTATION, FLORIDA 33313
(818) 539-6507
16,644,659 SHARES OF COMMON STOCK
These shares are to be distributed by the Registrant's parent company,
Apollo Capital Group, Inc. (f/k/a Apollo Entertainment Group, Inc.), as a
dividend to its shareholders who are entitled to such dividend, on the basis of
one (1) registered share for every one share of Apollo Entertainment Group, Inc
... beneficially owned as of the record date, which is the close of business
(local time) on October 18, 2009. (the "Record Date"). No national securities
exchange or the Nasdaq Stock Market lists the securities offered.
PLEASE SEE THE "RISK FACTORS" SECTION BEGINNING ON PAGE 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary is a
criminal offense.
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement and any
amendment thereto is filed with the Securities and Exchange Commission and is
declared effective. This prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
APOLLO CAPITAL GROUP, INC.
(Underwriter)
TABLE OF CONTENTS
Heading Page
- ------- ----
Summary of Offering ........................................................ 1
Selected Financial Information ............................................. 3
Risk Factors ............................................................... 3
Use of Proceeds ............................................................ 7
Determination of Offering Price ............................................ 8
Dilution ................................................................... 8
Selling Security Holders ................................................... 8
Plan of Distribution ....................................................... 8
Description of Securities .................................................. 8
Interest of Named Experts and Counsel ...................................... 9
Business ................................................................... 9
Description of Property .................................................... 13
Legal Proceedings .......................................................... 13
Market Price of Common Stock and Related Stockholder Matters ............... 13
Management's Discussion and Analysis of Financial Condition and
Results of Operation .................................................... 13
Changes in and Disagreements with Accountants on Accounting
And Financial Disclosure ................................................ 16
Quantitative and Qualitative Disclosure about Market Risk .................. 16
Directors, Executive Officers and Key Employees ............................ 16
Executive Compensation ..................................................... 17
Corporate Governance ....................................................... 17
Security Ownership of Certain Beneficial Owners and Management ............. 17
Transactions with Related Persons, promoters and Certain Control Persons ... 18
Disclosure of Commission Position on Indemnification for Securities
Act Liabilities ......................................................... 19
Where you can find more information ........................................ 19
Financial Statements ...................................................... F-1
SUMMARY OF OUR OFFERING
OUR BUSINESS:
Alpha Music Mfg Corp,, (the "Company", the "Registrant", "Alpha Music"
or "Alpha") is a Florida corporation incorporated in the state of Florida on
June 24, 2008. Alpha Music is a wholly owned subsidiary of Apollo Capital Group,
Inc., f/k/a Apollo Entertainment Group, Inc. and hereinafter referred to as
("Apollo Entertainment" or "Apollo").
Alpha Music is a development stage company that is engaged in the
business of commercial replication of recorded music on Compact Disc (CD),
Digital Versatile Disc (DVD) and Vinyl Records (7" & 12"), as well as the design
and printing of CD/DVD labels and record sleeves. Alpha Music serves a clientele
made up of Record Companies, Distributors, Independent Producers and Independent
Bands from its manufacturing facilities
"Alpha Music" "we," "us," and "our" refer to Alpha Music Mfg Corp.
including unless the context otherwise requires, its subsidiaries.
Linford Ellis serves as our president and director and Kathleen Ellis
serves as our vice president and director.
THE OFFERING
- ------------
Following is a brief summary of our offering:
We intend to distribute to the shareholders of Apollo Entertainment
shares of common stock in Alpha Music. Each shareholder of Alpha Music will
receive one (1) share of our common stock for every one share of common stock
they own on the Record Date (October 18, 2009). The stock dividend will be pro
rata and the shareholders will not be required to pay any type of consideration
in order to participate in the stock dividend.
QUESTIONS AND ANSWERS ABOUT APOLLO AND THE SPIN-OFF.
WHY IS THE SPIN-OFF STRUCTURED AS A DIVIDEND?
Apollo Entertainment believes that a distribution of shares of Alpha to
the Apollo Entertainment shareholders is the most effective way to accomplish
the distribution. Since Alpha will be viewed as the continuation of Apollo
Entertainment, the transaction is in essence a "Reverse Spin-Off" We will
however continue to describe the dividend distribution as a "Spin-Off"
throughout this Registration Statement.
HOW WILL THE SPIN-OFF OCCUR?
Apollo Entertainment will distribute to its stockholders those
shareholders owning shares of Apollo common stock via dividend all of the
outstanding shares of common stock of Alpha Music owned by Apollo Entertainment.
We will be distributing the 16,644,659 shares Apollo Entertainment owns in Alpha
Music.
HOW MANY SHARES OF ALPHA MUSIC WILL I RECEIVE?
You will receive one share of Alpha Music common stock for every one
share of common stock which you own in Apollo Entertainment.
1
CAN APOLLO ENTERTAINMENT DECIDE NOT TO COMPLETE THE ALPHA MUSIC SPINOFF?
Although very unlikely, the planned spin-off can be abandoned. Pursuant
to the terms and conditions of Stock Purchase and Sale Agreement (the
"Agreement") entered into between the former officers and directors of Apollo
Entertainment and certain other selling shareholders, a post closing obligation
of the Agreement is to distribute the shares of Alpha Music to the Apollo
Entertainment shareholders as of the Record Date. (See "Subsequent Events").
WHAT IS THE RECORD DATE FOR THE SPIN-OFF?
The record date for stockholders entitled to receive shares of common
stock of Alpha Music is October 18, 2009.
WHAT IS THE DISTRIBUTION DATE?
We intend to distribute the Alpha Music shares as soon as possible
following the effective date of this registration statement.
WHAT IF I WANT TO SELL MY ALPHA MUSIC SHARES?
You should first consult your financial advisor. Currently, there is no
public market for the common stock of Alpha Music and there can be no assurance
that any public market will develop in the future.
WILL THE NUMBER OF SHARES OF COMMON STOCK I OWN IN APOLLO ENTERTAINMENT CHANGE
AS A RESULT OF THE SPIN-OFF?
No. The number of shares of Apollo Entertainment that you own will not
change as a result of the spin-off.
ARE THERE RISKS TO OWNING SHARES OF COMMON STOCK OF ALPHA?
Yes. Our business is subject to general and specific risks regarding
our business. These risks are set forth in the registration statement.
WHAT ARE THE REASONS FOR THE SPIN-OFF?
On October 19, 2009 the principal shareholders of Apollo Entertainment
entered into a purchase and sale agreement whereby these shareholders sold their
equity interest in Apollo for $261,000. The purchase price for the common stock
was negotiated at arm's length. There were no quantifiable standards in
determining the purchase price of the shares of common stock. Rather, after
evaluating the financial condition of Apollo, its planned operations, and the
benefits to operate Alpha as a separate and distinct company, these shareholders
sold their common stock in Apollo Entertainment. In conjunction with the
execution of this Agreement, all officers and directors of Apollo Entertainment
tendered their resignations and a new Board of Directors and officers were
appointed.
Apollo Entertainment's new business plan does not involve any type of
record or music production or any type of entertainment related services. As a
result, there are no longer, any synergies between the two entities. Each entity
faces uniquely different competitive markets and each must formulate its own
strategic plan without evaluating the impact or capital commitments one entity
may have on the other. Apollo Entertainment's management has determined that,
Apollo Entertainment's current configuration, when facing strategic and
operating issues for a particular business, whether having to do with
transactional alternatives, capital investment, new business initiatives,
2
compensation or otherwise, considerations of the other businesses and of the
company as a whole had the potential to lead to different decisions than might
be made by a standalone company. Therefore, Apollo Entertainment's management
concluded that the current structure may not be the most responsive to the
exigencies of each business and that the spin-off will enhance the success of
each business by enabling each entity to resolve the problems that arise from
the operation of different businesses and different management.
Prior to this transaction our majority shareholder and affiliates have
negotiated the sale of controlling interests in several other companies engaged
in the music and entertainment fields including: Explorations Group, Inc, Pop
Starz, Inc, Pop Starz Records, Inc. and Beta Music Group, Inc. With respect to
these various transactions, upon the sale of a controlling interest in the
respective company, the entity in which the controlling block of common stock
was sold, later spun off the assets of its operating subsidiary. These actions
were substantially similar to the transaction which is the subject of this
registration statement.
SELECTED FINANCIAL DATA
-----------------------
The following financial information summarizes the more complete
historical financial information at the end of this prospectus.
The following financial information summarizes the more complete
historical financial information at the end of this prospectus.
As of December 31, 2009, we had cash and cash equivalents of $11,290
and accounts receivable totaling $15,958. A total liabilities of $67,442 is due
to related parties. For the year ended December 31, 2009 we had sales totaling
$112,419 and incurred a net loss from operations totaling $(199,592).
RISK FACTORS
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Investors should carefully consider the risks described below before
making an investment decision. The risks and uncertainties described below are
not the only ones facing the Company. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also impair our
business operations. If any of the following risks actually occur, our business
could be materially adversely affected. In such case, the Company may not be
able to proceed with its planned operations and your investment may be lost
entirely. The Securities offered hereby should only be purchased by persons who
can afford to lose their entire investment without adversely affecting their
standard of living or financial security.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.
- --------------------------------------------------
The Securities and Exchange Commission encourages companies to disclose
forward-looking information so that investors can better understand a company's
future prospects and make informed investment decisions. This prospectus
contains such "forward-looking statements". These statements may be made
directly in this prospectus, and they may also be made a part of this prospectus
by reference to other documents filed with the Securities and Exchange
Commission, which is known as "incorporation by reference."
3
Words such as "may," "anticipate," "estimate," "expects," "projects,"
"intends," "plans," "believes" and words and terms of similar substance used in
connection with any discussion of future operating or financial performance
identify forward-looking statements. All forward-looking statements are
management's present expectations of future events and are subject to a number
of risks and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. Forward-looking
statements might include one or more of the following:
o Anticipated results of operations;
o Anticipated pricing of goods and services;
o Anticipated market demand;
o Description of plans or objectives of management for future
operations;
o Forecasts of future economic performance; and
o Descriptions or assumptions underlying or relating to any of the
above items.
In light of these assumptions, risks and uncertainties, the results and
events discussed in the forward-looking statements contained in this prospectus
or in any document incorporated by reference might not occur. Investors are
cautioned not to place undue reliance on the forward-looking statements, which
speak only as of the date of this prospectus or the date of the document
incorporated by reference in this prospectus. We are not under any obligation,
and we expressly disclaim any obligation, to update or alter any forward-looking
statements, whether as a result of new information, future events or otherwise.
All subsequent forward-looking statements attributable to the Registrant or to
any person acting on its behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section.
WE HAVE A LIMITED OPERATING HISTORY.
We were incorporated in June 2008. We have a limited operating history.
Our future results will be dependent upon our ability to expand our current
business operations which include commercial replication of recorded music on
compact CDs, DVDs and pressing vinyl records. There is a limited market for our
products and services and even if a proven market develops, there can be no
assurance that we will be able to market our products effectively. To fully
implement our business plan, we will require additional capital, of which there
can be no assurance. If we are not able to fully implement our business plan, t
we may incur substantial losses in which case you will lose your investment.
WE MAY NOT ACHIEVE PROFITABILITY OR POSITIVE CASH FLOW.
Our ability to achieve and maintain profitability and positive cash
flow will be dependent upon such factors as growing market for LP albums,
increasing the size of our CD duplicating business and our ability to attract
new customers. Based upon current plans, we expect to incur operating losses in
future periods because we expect to incur expenses which will exceed revenues
for an unknown period of time. We cannot guarantee that we will be successful in
generating sufficient revenues to support operations in the future. Failure to
generate sufficient revenues will likely cause us to go out of business and our
shares would have no value.
4
LACK OF PROFITS FROM OPERATIONS.
To date, we have not generated any profits from operations. Because we
are a relatively small company and have limited capital, we have not been able
to promote our services in trade journals and other publications. Demand for LP
albums has witnessed a significant decline over the past twenty years as
cassette disks, then CDs and now Internet downloads have been the driving force
in music sales. Notwithstanding the foregoing, there appears to be increased
demand amongst audiophiles for the sound quality offered by LPs. To the extent
that other forms of music delivery evolve, the demand for LPs may further
decline and we will not be able to successfully operate our business.
POSSIBLE LOSS OF ENTIRE INVESTMENT
Prospective investors should be aware that if the Company is not
successful in its endeavors, their entire investment in the Company could become
worthless. Even if the Company is successful, there can be no assurances that
investors will derive a profit from their investment.
WE HAVE LIMITED FINANCIAL RESOURCES.
We have limited capital. We will need additional capital for us to
expand our operations. Without an infusion of capital, of which there can be no
assurance, it is unlikely that we will be able to expand operations. Our ability
to expand operations, or even to continue operating at all, is materially
dependent on our ability to generate revenues from operations or to raise
additional funds. To date, our operations have been primarily financed by loans
from our officers and principal shareholders. There is no obligation for these
individuals to continue to fund our ongoing operation or to cover any shortfalls
in revenues to satisfy creditor claims.
LACK OF ADEQUATE CORPORATE GOVERNANCE.
We do not have an independent Board or committees of the Board of
Directors. The Company does not employ accounting personnel and relies on
outside accountants to compile the Company's books and records. Due to the size
and nature of our business, segregation of all conflicting duties may not always
be possible and may not be economically feasible.
OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE, AND OUR COMMON STOCK PRICE MAY
DECREASE OR FLUCTUATE SIGNIFICANTLY.
Our operating results are likely to fluctuate significantly in the
future due to a variety of factors, many of which are outside of our control.
Factors that may affect our future operations include market acceptance of our
products and services, unforeseen competition, limited working capital and
changing market dynamics.
IF WE DO NOT MANAGE OUR GROWTH EFFICIENTLY, WE MAY NOT BE ABLE TO OPERATE OUR
BUSINESS EFFECTIVELY.
We must significantly expand our operations. If we expand our
operations, we may strain our management, operations, systems and financial
resources. To manage our future growth, we must improve and effectively utilize
our existing operational, management, marketing and financial systems,
successfully recruit, hire and manage personnel and maintain close coordination
among our technical, finance, marketing, sales and production staffs. We may
need to hire additional personnel in all areas of our business. Our failure to
effectively manage our growth could disrupt our operations and ultimately
prevent us from generating the revenues we anticipate.
5
WE WILL REQUIRE ADDITIONAL FINANCING TO EXPAND OUR OPERATIONS.
We will require additional working capital to continue and/or expand
our current operations. There can be no assurance that we will be able to secure
additional funding to meet our objectives or if we are able to identify funding
sources, that the funding will be available on terms acceptable to the Company.
Should this occur, we will have to significantly reduce our operations.
IF WE FAIL TO DEVELOP NEW OR EXPAND EXISTING CUSTOMER RELATIONSHIPS, OUR ABILITY
TO GROW OUR BUSINESS WILL BE IMPAIRED.
Our growth depends to a significant degree upon our ability to develop
new customer relationships and to expand existing relationships with current
customers. We cannot guarantee that new customers will be found, that any such
new relationships will be successful when they are in place, or that business
with current customers will increase. Failure to develop and expand such
relationships could have a material adverse effect on our business, results of
operations and financial condition.
THE MUSIC BUSINESS IS CONSTANTLY EVOLVING.
Although industry analysts project that the music industry will
continue to grow, no assurances can be provided that there will be a continuing
demand for LP albums, that the company will be successful in marketing its
products or that such services will receive broad-based, sustained market
acceptance.
CUSTOMER PREFERENCES AND TRENDS--CHANGES IN TECHNOLOGY, EVOLVING CUSTOMER
PREFERENCES AND TRENDS AND INDUSTRY STANDARDS, WHICH COULD ADVERSELY AFFECT OUR
BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Our success depends, in significant part, on the continued demand for
LP albums. The sale of LP albums has witnessed a precipitous decline over the
years and few of the large chain music distributors or chain stores offer LP
albums. We cater to a niche market which grew up with LP albums. As this
population ages, or there is a decrease demand for analogue music, our business
will suffer. This will have a material adverse effect on our business, financial
conditions and results of operations.
THE MUSIC INDUSTRY IS HIGHLY COMPETITIVE.
The industry in which our company operates is very competitive with
limited demand for LPs. Currently, we have two principal competitors. However,
should the market for LPs grow, we face competition from large record labels
with significantly greater financial resources, technical, promotional,
marketing resources and greater name recognition. This will enable these
competitors to attract new customers and most likely, compete more effectively
on a cost basis.
THERE IS NO MARKET FOR OUR COMMON STOCK.
There is currently no public trading market for our common stock nor is
there any assurance that a trading market will ever develop. Therefore, there is
no central place and there may not be a place in the future, such as a stock
exchange or electronic trading system, where a buyer can resell our stock. If a
buyer does want to resell shares, that person will have to locate another buyer
and negotiate a private sale or the person may not be able to resell the shares,
thereby rendering the shares illiquid.
6
OUR SUCCESS WILL BE LARGELY DEPENDENT UPON OUR KEY EXECUTIVE OFFICERS AND OTHER
KEY PERSONNEL.
Our success will be largely dependent upon the continued employment of
our chief officers and directors, Linford Ellis and Kathleen Ellis. We will also
rely on Jeffrey Collins, a key consultant. The loss of service of either Mr. or
Ms. Ellis, as well as our inability to identify key consultants, will have a
material adverse effect on our operations. We do not maintain key man insurance
on the lives of any of our executive officers. Although we believe that we would
be able to locate suitable replacements, if the services of any of our executive
officers were lost, we cannot assure you that we would be able to do so. In
addition, our future operating results will substantially depend upon our
ability to attract and retain highly qualified management, financial, technical,
creative and administrative personnel. Competition for highly talented personnel
is intense and can lead to increased compensation expenses. We cannot assure you
that we will be able to attract and retain the personnel or consultants such as
Jeffrey Collins, necessary for the development of our business.
CONTROL OF OUR COMPANY.
Upon distribution of the shares covered by this registration statement,
the Tucker Family Spendthrift Trust ("TFST") and certain affiliates thereof,
will own a total of 14,785,118 shares of our common stock. Michelle Tucker, the
former chief executive officer of Apollo Entertainment is the co-trustee of the
TFST. (Her husband, Leonard Tucker, also serves as a co-trustee of the TFST). As
a result, these people will have the ability, acting as a group, to effectively
control our affairs and business, including the election of directors and
subject to certain limitations, approval or preclusion of fundamental corporate
transactions. This concentration of ownership of our Common Stock may:
o Delay or prevent a change in control
o Impede a merger, consolidation, takeover, or other transaction
involving the Company; or
o Discourage a potential acquirer from making a tender offer or
otherwise attempting to obtain control of the Company
If these people make the wrong decisions or decisions are made without
the best interests of the Company, our business will suffer.
THE RISKS SET FORTH ABOVE SHOULD NOT BE CONSTRUED AS A COMPLETE LIST OF THE
RISKS WHICH MAY AFFECT THE COMPANY'S BUSINESS, THE OFFERING OR THE RISKS WHICH
YOU FACE AS A PROSPECTIVE INVESTOR.
THE SECURITIES OFFERED INVOLVE A HIGH DEGREE OF RISK AND MAY RESULT IN THE LOSS
OF YOUR ENTIRE INVESTMENT. ANY PERSON CONSIDERING THE PURCHASE OF THESE
SECURITIES SHOULD BE AWARE OF THESE AND OTHER FACTORS SET FORTH IN THIS
PROSPECTUS AND SHOULD CONSULT WITH HIS, HER OR ITS LEGAL, TAX AND FINANCIAL
ADVISORS PRIOR TO MAKING AN INVESTMENT IN SECURITIES. THE SECURITIES SHOULD ONLY
BE PURCHASED BY PERSONS WHO CAN AFFORD TO LOSE ALL OF THEIR INVESTMENT.
USE OF PROCEEDS
The shares included in this registration statement will be distributed
as a dividend to the shareholders of the Registrant's parent company, Apollo
Entertainment, as of the Record Date. We will not receive any proceeds directly
from the sale of the shares offered in this prospectus.
7
DETERMINATION OF OFFERING PRICE
There is no established public market for the shares of common stock
being registered. As a result the offering price of the shares of common stock
offered hereby has been arbitrarily determined by us and set at $0.001 per
share, and does not necessarily bear any relationship to assets, earnings, book
value or any other objective criteria of value. In addition, no investment
banker, appraiser or other independent third party has been consulted concerning
the offering price for the shares or the fairness of the offering price.
DILUTION
The shares included in this registration statement are being offered at
the same price as or lower than the price paid by officers, directors and
affiliated persons since the Registrant's inception in June 2008. Accordingly,
there is no dilution of the per-share value of the common stock offered hereby.
SELLING SECURITY HOLDERS
The Registrant's parent company, Apollo Entertainment, currently holds
16,644,659 shares of our common stock, and is distributing all of these shares
of common stock to the Apollo Entertainment shareholders of record on the Record
Date.
PLAN OF DISTRIBUTION
The securities to be registered are to be distributed by the
Registrant's parent company, Apollo Entertainment., as a dividend to its
shareholders as of the Record Date. The transfer agent will be Florida Atlantic
Stock Transfer Company in Tamarac, Florida.
DESCRIPTION OF SECURITIES
GENERAL
The following is a summary of information concerning our capital stock.
The summaries and descriptions below do not purport to be complete statements of
the relevant provisions of the Company's Articles of Incorporation and all
amendments thereto. The summary is qualified by reference to these documents,
which you must read for complete information on the capital stock of the
Company. The Articles of Incorporation and all amendments thereto and by-laws of
the Company are included as exhibits to the Company's registration statement.
COMMON STOCK
We are authorized to issue 100,000,000 shares of Common Stock, $.001
par value authorized, of which 16,644,659 are issued and outstanding.
VOTING RIGHTS
Holders of Common Stock have the right to cast one vote for each share
of stock in his or her own name on the books of the corporation, whether
represented in person or by proxy, on all matters submitted to a vote of holders
of common stock, including the election of directors. There is no right to
cumulative voting in the election of directors. Except where a greater
requirement is provided by statute or by the Certificate of Incorporation, or by
the bylaws, the presence, in person or by proxy duly authorized, of the holder
or holders of fifty percent (50%) of the outstanding shares of the our Common
Stock shall constitute a quorum for the transaction of business. The vote by the
holders of a majority of such outstanding shares is required to effect certain
fundamental corporate changes such as liquidation, merger or amendment of our
Certificate of Incorporation.
8
DIVIDENDS
There are no restrictions in our Certificate of Incorporation or bylaws
that prevent us from declaring dividends. We have not declared any dividends,
and we do not plan to declare any cash dividends in the foreseeable future.
PRE-EMPTIVE RIGHTS
Holders of Common Stock are not entitled to pre-emptive or subscription
or conversion rights, and there are no redemption or sinking fund provisions
applicable to the Common Stock. All outstanding shares of common stock are, and
the shares of common stock offered hereby will be when issued, fully paid and
non-assessable.
WARRANTS, OPTIONS AND CONVERTIBLE DEBT.
There are no outstanding options or warrants.
We have outstanding approximately $84,000 in outstanding convertible
debt. The convertible debt may be exchanged into shares of our common stock at
the rate of $0.01 per share. If the holders of our convertible debt choose to
convert their debt into common stock, we will issue an additional 5.8 million
shares of our common stock
TRANSFER AGENT
Our transfer agent is Florida Atlantic Stock Transfer, Inc. located at
7130 Nob Hill Road, Tamarac, Florida 33321.
INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the securities offered hereby will be passed upon by
Jeffrey G. Klein, P.A. The financial statements of the Company appearing in this
registration statement have been audited by MaloneBailey, LLP. Mr. Klein
currently owns approximately 11,000 shares of common stock of Apollo
Entertainment, Inc. Accordingly Mr. Klein will receive 11,000 shares of the
Registrant's common stock covered by this registration following the
effectiveness of the registration statement.
BUSINESS
In July 2008, Alpha acquired for $2,000 cash from Linford Ellis assets
owned by Mr. Ellis used in his LP pressing plant. In addition to office
equipment, computers, desks and inventory, some of the equipment which Alpha
acquired included a CD formatter, automated presses, stamper and formatting
machine, shrink wrap machine and turntable.
Our objective is to expand our operations as one of the few remaining
vinyl LP pressing plants in the country, which is dedicated to manufacturing
high quality vinyl pressings for the music industry. Our focus is commercial
replication of recorded music on Compact Disc (CD), Digital Versatile Disc (DVD)
and Vinyl Records (7" & 12"), as well as the design and printing of CD/DVD
labels and record sleeves. Our clientele include record companies, distributors,
independent producers and independent bands.
Linford Ellis and his wife Kathleen Ellis serve as the Company's
officers and directors. Jeffrey Collins, a music industry veteran, is a key
consultant focusing on sales and, marketing.
9
In order to implement our business plan, we will require an infusion of
capital. Management will be required to operate the business within its
financial means. There is no present intent by management, or its principal
shareholders to look for and identify a potential acquisition opportunity nor is
there any intent, now or in the immediate future to sell a controlling interest
in the Company. Both management and the principal shareholders have agreed that
the Company will require at least one year from the effective date of the
registration statement to fully implement its business plan. If the business
plan is not successful or, sufficient financing cannot be identified, management
will reevaluate the Company's ongoing operations. While management and its
principals at some time in future may sell or otherwise convey either all or a
portion of their common stock, our principal shareholders have represented that
should their equity interest be sold, the sale would not include any undertaking
by the purchaser to spin off the company's operations.
BUSINESS OBJECTIVE:
Our objective is to capitalize on an unexpected and dramatic revival in
consumer demand for vinyl records, widely thought to be obsolete. We are one of
the few remaining facilities in the United States that produce high quality
vinyl records. Conventional wisdom was that vinyl records were relics of a past
glory, replaced since the 1980's by CDs which are now being replaced by digital
MP3 files, largely downloaded from the Web. Vinyl's steadily declining share of
retail music sales reached a low in 2006 when only 900,000 LPs were sold. A
newsworthy turnaround saw 2008 end with sales of 2.9 million LPs, up 320% from
2006. At the same time CD sales tumbled by nearly 50%, from 619.7 million units
in 2006 to 384.7 million units in 2008.
Driving this resurgence is a diverse market segment that prefers the
"aesthetics" of vinyl recordings. Audiophiles consider the sound to be richer
and more "acoustic" than digitally-produced music. The LP has a physical
presence, a special look and feel. Cover graphics are bigger, making albums very
collectible. Record promoters give them to nightclub DJs to play on their
turntables. Both major label acts and independent bands have vinyl records
pressed to satisfy their most passionate fans.
If we are successful in implementing our business plan we intend to
offer the following services to our customers:
Provide full-service, short/medium run, complete package resource for
music customers offering quality 12" and 7" vinyl records, CD/DVD
replication, label and cover design and packaging;
Manufacture records using 180 gram vinyl to produce the heavier vinyl
records that audiophiles, collectors, band purists and disc jockeys
prefer;
Service a customer base which includes music producers, independent
bands and record distributors, such as Rykodisc (Warner Music Group),
Pittsburgh's Get Hip Records and others;
Maintain industry relationships including referral sources, such as
Mastercraft Metal Finishing and Aardvark Record Mastering, a label
makers, i.e. Hamlet and Imprint Printers; and
Outsource CD/DVD replication to Intermedia Productions.
In order to offer many of its customers a complete package Alpha Music
also offers CD/DVD mastering and replication, label and packaging graphics,
jewel cases, industry-standard wrapping and shipping.
10
THE MARKET:
According to a report from the Recording Industry Association of
America (RIAA) "Vinyl continued to stage a comeback as the format more than
doubled year-over-year to $57 million, the highest level since 1990. A favorite
product of audiophiles and devout fans, shipments of vinyl were bolstered by the
roll out of both new release and catalog material."
o Mass-market retailers like Virgin Megastore and smaller record
stores like Mondo Kim's in Manhattan are devoting more floor space
to the antiquarian 12-inch disc of late. Newbury Comics, a chain of
29 music and merchandise stores in New England, has sold 400
turntables since it started selling them in June, Duncan Browne, a
company executive, said.
o Indie labels like Matador and Touch & Go have been steady with the
vinyl right through the digital age, and now the major labels are
joining them more and more often, appealing to mostly young fans who
are drawn to vinyl for the packaging, the warmer sound and the
perceived hip factor of playing a record.
MARKETING PLAN:
We intend to capitalize on the growing popularity of vinyl records
among consumers, and consequently, with music producers, independent record
labels, record distributors and bands, themselves.
SELECTED CUSTOMERS
Rykodisc (Warner Brothers) Sundazed Music
Mac Multimedia LCN Records
Traffic Entertainment Cow Island Music
Equal Vision Records Underground Communications Records
No Idea Records Organic Recordings
Get Hip Distribution Plex Records
A-Z Music Needless Records
LCN Records Scum of the Earth Records
Sundazed Music Henry Stone Music
LCN Records
PRODUCTS AND SERVICES:
We intend to be a full-service music replication provider to music
producers, independent record labels, record distributors and bands. Foremost,
will be our highly-regarded vinyl record production services, including records
made from the highest quality 18 gram vinyl. Supporting services include the
design, printing and application of record labels, wrapping, packaging and
shipping.
We make both 7" and 12" vinyl records, which serve various purposes for
our customers. The 7" size is used for singles and enhanced play (EP) records
sold directly to consumers and given away by promoters to band fans, radio
stations and club disk jockeys to gain exposure for a band or artist. Long Play
(LP) 12" records are sold directly to the public through the various
distribution channels. These are the album length records that have popularized
countless musical singers, musicians, bands and orchestras.
We are primarily a "short run" provider. We do not have sufficient
equipment or resource capabilities for longer run production. We do however have
the capability to outsource "long run" orders.
11
MASTERING: MOTHERS & STAMPERS:
Vinyl Records are pressed from Master Plates that we outsource.
Production of the Master Plate involves the following steps:
1-STEP PROCESS: The metal Master Plate is mechanically formed and is used to
press records. It is referred as a one-step MASTER STAMPER, which can produce
about 500 vinyl records. The lacquer is usually good for one STAMPER.
2-STEP PROCESS: The lacquer is coated with Silver and Nickel electroformed to
make a STAMPER. In the second step the STAMPER is Nickel electroformed to create
a MOTHER. The MOTHER is stored for future use to create replacement STAMPERS.
3-STEP PROCESS: The lacquer is coated with Silver and Nickel electroformed until
desired thickness to create a metal Master Plate (FATHER). The FATHER is used to
make a MOTHER. The MOTHER is then used to make STAMPERS.
One FATHER plate can produce ten (10) MOTHER plates. One MOTHER plate can
produce ten (10) STAMPERS. One STAMPER can produce about 1,000 vinyl records.
Therefore, a two-step process can produce a maximum of about 11,000 vinyl
records before a re-mastering has to be done. A three-step process can produce
up to about 100,000 vinyl records before re-mastering.
COMPETITION:
Competitions, especially for high quality vinyl pressings is becoming
less and less with only two major competitors. One on the West Coast (Rainbow)
and the other in Tennessee (United). We do not believe that these two
competitors are capable of meeting client demand. As a result, we believe that
this represents an excellent targeted group to expand our operations.
Despite the recent growth in demand, it is unlikely that new vinyl
record manufacturers will emerge in the foreseeable future. The availability of
pressing machines and parts is limited. Internationally, the Chinese have large
vinyl record pressing capacity which they use for domestic consumption. Even at
their very low prices, shipping costs and distance make Asian sources less
attractive to the short-run customer. If global demand for some vinyl records
soars even higher, China will be more competitive for sourcing.
SEASONALITY:
Although the demand for manufactured product is usually quite
"seasonal" due to the fact we will be concentrate on pressing catalog as well as
new releases, the "Buying / Ordering patterns of the majority of our customer
base will be quite consistent year round.
CUSTOMERS:
Our management has previously prepared Compact Discs for clients such
as:
o Sandals, Beaches, Florida Boat Club, Motorola, GE, Popeye's Chicken,
Adidas, Lowes, Audi, Army, Honda, Bank Atlantic, Nabi
Pharmaceuticals, Curacao, Comfort Suite,Hertz, Alamo, University of
Miami, Wanado City and the Sun Sentinel.
12
Management believes that because of these pre existing relationships,
these customers will become customers of Alpha.
Due to the weak US Dollar, we will be able to offer many countries
throughout the world, where vinyl record pressings are still very much in
demand, a quality product that has attracted several new customers. We intend to
look for more of these customers with the hope of servicing them for many years
to come.
No single customer represents more than ten percent of our revenues.
DESCRIPTION OF PROPERTY
LOCATION:
We lease a 3,500 square foot facility in Plantation, Florida. Our
monthly rent is approximately $2,200 per month pursuant to the terms and
conditions of a three year lease which includes an option for three additional
years at an annual increase of 5% per annum. We believe that this space is
sufficient for our current and planned needs.
LEGAL PROCEEDINGS
The Registrant is not a party to any pending legal proceeding.
MARKET PRICE FOR COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
There is currently no public trading market for the Registrant's common
stock. While the company hopes to become a fully reporting company when its
operations and revenues are sufficient, and to apply for trading of its shares
on the Over-the-Counter Bulletin Board (commonly known as the OTCBB). The
Company can provide no assurance that these efforts will be successful. The
Company will however be required to file reports under Section 13 of the
Exchange Act after the effectiveness of the registration statement.
Our sole shareholder is Apollo Entertainment. Upon distribution of the
shares included in this registration statement, there will be approximately 140
holders of the Registrant's common stock.
The Registrant has not declared any cash dividends on its common stock
since the company's inception in June 2008 and does not anticipate doing so in
the foreseeable future.
The Registrant does not have any equity compensation plan, and so there
are no such shares authorized for issuance.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENTS
The statements contained herein that are not historical facts are
forward-looking statements. Forward-looking statements are made based upon
management's current expectations and beliefs concerning future developments and
their potential effects upon the Company. There can be no assurance that future
developments affecting the Company will be those anticipated by management.
Actual results may differ materially from those included in the forward-looking
statements.
13
You should not assume that the information contained in this prospectus
is accurate as of any date other than the date set forth on the cover. Changes
to the information contained in this prospectus may occur after that date and
the Company does not undertake any obligation to update the information unless
required to do so by law.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
GENERAL
We offer our customers audio CD/CD ROM duplication and replication, DVD
duplication and vinyl record pressing. Our plant is located in South Florida but
we intend to do business throughout the United States. We have to date relied on
advances made to the Company by our officers, directors, affiliates and Mr.
Collins. These individuals have advanced approximately $67,000. The funds have
been advanced pursuant to the terms and conditions of convertible notes which
provide for interest at the rate of 8% per annum. The notes are due December 1,
2011 and can be converted into shares of our common stock at $0.01 per share.
There can be no assurance that any of these individuals will continue
to make future advances. If we cannot identify additional funding sources in the
future and we do not generate revenues in excess of our expenses, there is a
substantial likelihood that we will have to cease operations.
We intend to rely on word of mouth referrals and use the personal
contacts to market and promote our services. If revenues are sufficient, we may
also rely on display advertising in trade journals.
We may also raise additional funds through the sale of our common
stock. No assurance can be provided however, that such additional funding will
be available, or if available, on terms acceptable to the Company. We believe
that the equipment currently owned by Alpha will be sufficient to implement our
business plan. However, if our operations grow or, we are required to replace
any equipment, capital earmarked for other sources will be utilized to purchase
or repair our existing equipment. Should this occur, our operations will be
adversely affected.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2010 and 2009
During the three months ended March 31, 2010, we had sales of $14,922
as compared to $28,517 in the comparable period in 2008. Total sales since
inception to March 31, 2010 totaled $197,102.
Almost all of our sales are attributable to vinyl records. CD/DVD
duplication will most likely remain a small percentage of our revenues and only
nominal revenues from record album design.
Costs of sales for the comparable periods totaled $14,175 and $19,556
resulting in gross profits of $747 and $8,961. Costs of sales since inception
totaled $146,492 an we had gross profits since inception totaling $50,610.
14
General and administrative expenses for the three months ended March
31, 2010 and March 31, 2009 were $90,673 and $43,013 respectively. Total general
and administrative expenses since inception were $425,854. General and
administrative expenses consisted primarily of wages, professional fees,
utilities and postage.
Net loss from operations for the three months ended March 31, 2010 and
2008 were $(89,926) and $(34,060) and $(375,244) from Inception. Net loss for
the three months ended March 31, 2010 and March 31, 2009 were $(91,272) and
$(35,045). Our Net Losses since inception totaled $(379,453).
We had a net loss per share of $(0.01) based on 16,644,659 average
shares outstanding.
LIQUIDITY AND CAPITAL RESOURCES
March 31, 2010 and December 31, 2009
At March 31, 2010, we had no cash or cash equivalents. At December 31,
2009 we had cash and cash equivalents totaling $11,290. Also on March 31, 2010,
we had trade Accounts Receivable totaling $9,026 and inventory of $2,025. At
December 31, 2009 we had trade accounts receivable of $15,958 and inventory of
$3,561. Total current assets were $11,051 at March 31, 2010 and $30,809 at
December 31, 2009. Our total assets were $20,966 as compared to $41,607.
At March 31, 2009 we had accounts payable of $31,480 and accrued
liabilities of $9,396. Current liabilities totaled $44,088. At December 31, 2009
we had accounts payable totaling $29,544 and accrued liabilities totaling
$9,834. Our current total liabilities were $39,378.
In addition, we have a convertible note payable to a related party in
the amount of $85,461 at March 31, 2010 and $67,442 at December 31, 2009.
We had a working capital deficit of $33,037 at March 31, 2010 as
compared to a working capital deficit of $8,569 at December 31, 2009. Unless we
significantly increase our revenues or secure additional financing it is
unlikely that we will be able to satisfy our financial obligations.
SUBSEQUENT EVENTS
In April and May 2010, the Tucker Family Spendthrift Trust advanced the
Company an additional $12,200.
On April 30, 2010 the holders of the Convertible Note Payable converted
$89,413 of these convertible notes to common shares. The Tucker Family
Spendthrift Trust converted $78,913 of notes into 7,891,315 common shares at
$0.01 and our Company's officers converted $10,500 of notes into 1,050,000
common shares at $0.01.
OFF BALANCE SHEET ARRANGEMENTS.
We do not have any off-balance sheet arrangements.
15
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
During 2010, we dismissed Stan J.H. Lee, CPA ("Lee") as our independent
registered public accounting firm and appointed MaloneBailey, LLP as our new
independent registered public accounting firm for the fiscal year ended December
31, 2009.
In addition, we have been in contact with Lee to reissue our audit
opinion for the financial statements for the period from inception (June 24,
2008) through December 31, 2008. However, we were not able to reach Lee. During
2010, we have engaged MaloneBailey, LLP to reaudit our financial statements for
the year ended December 31, 2008. We were not aware of any disagreements between
us and Lee.
QUANTITATIVE AND QUALITATIVE DISCLOSURE REGARDING
MARKET RISK
Not applicable.
DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES
NAME POSITION
---- --------
Linford Ellis President/CFO/Director
Kathleen Ellis Vice president/Director
Jeffrey Collins Consultant
LINFORD ELLIS, age 57, serves as our president, chief financial officer
and as a director. Mr. Ellis is a music industry veteran. Prior to joining
Alpha, he was the founder and president of NSL Manufacturing, Inc. ("NSL") Mr.
Ellis began his music career as a research and development engineer for CBS
Records / Sony BMG, in the United Kingdom where he honed his skills in research
and development while learning vinyl and CD duplication methods and other
technologies. In 1992, NSL was established to meet the growing needs of the
music industry and other businesses seeking high quality, low-cost media
duplication services.
KATHLEEN ELLIS, AGE 56, is our vice president and director. Prior to
joining Alpha, she worked at NSL Manufacturing. As the vice president of Alpha
she is responsible for the day to day in-house administrative functions of the
business.
JEFFREY COLLINS, age 69, is a key consultant assisting us with our
sales and marketing program. Mr. Collins has over 50 years working in various
divisions of the music industry. He began his career in the United Kingdom where
he owned a chain of record stores, a wholesale distribution company and a record
label. He has produced records and worked with many major label record companies
including MCA and Jive records. Mr. Collins holds degrees from both Leeds
College of Commerce and the University of London.
We anticipate that Mr. Collins will remain a consultant.
Mr. Collins waived his right to acquire any additional equity interest
in Alpha when all liabilities owed to Apollo by Alpha were cancelled and Mr.
Collins waived his rights to exchange his shares of Apollo for shares in Alpha
as consideration for Apollo cancelling all debt owed to Apollo by Alpha.
16
FAMILY RELATIONSHIPS.
Kathleen Ellis and Linford Ellis are husband and wife. Except as set
forth herein, there are no family relationships among the Registrant's directors
and executive officers.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.
During the past five years, no director, executive officer, promoter or
control person of the Registrant has been involved in any bankruptcy proceeding;
been convicted in or is subject to any criminal proceeding; is subject to any
order, judgment or decree in any way limiting his or her involvement in any type
of business, in securities or banking activities; or been found by a court of
competent jurisdiction (in a civil action), the Securities & Exchange Commission
or the Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law.
EXECUTIVE COMPENSATION
We have entered into employment agreements with both Linford Ellis and
Kathleen Ellis which provide in part for Mr. Ellis to receive a monthly salary
of $1,000 and Ms. Ellis will receive $500 per month. The agreements are
effective as of January 1, 2010. Previously, Mr. Ellis was paid $4,000 per month
and Ms. Ellis was paid $2,000 per month. Due to cash flow consideration, most of
these salaries have been accrued and will be cancelled at time of the spin off.
In consideration for agreeing to a lower salary, all shares of Apollo
Entertainment common stock previously issued to Mr. and Mrs. Ellis became fully
vested and each waived all rights to any shares of common stock in Alpha.
Similarly, Mr. Collins previously received a consulting fee of $1,000
per month. Due to cash flow consideration, most of his fee had been accrued and
will be cancelled at time of spin off. This agreement has been renegotiated as
of January 1, 2010 whereby he is to receive a consulting fee of $250 per month,
all shares of Apollo Entertainment previously issued to Mr. Collins became fully
vested and Mr. Collins waived any rights to acquire any equity interest in
Alpha.
CORPORATE GOVERNANCE
We do not have an independent Board of Directors. 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. We do not believe that we will be able to attract
independent board members until such time as a market for our common stock
develops.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
We are a wholly owned subsidiary of Apollo Entertainment Group, Inc.
17
The following table sets forth the beneficial ownership of our common
stock after the Common Stock is distributed to the shareholders of record on the
Record Date:
Title of Name and Address of Number of
Class Beneficial Owner Shares Percent
- --------------------------------------------------------------------------------
Common Tucker Family Spendthrift Trust(1) 11,297,453 67.87%
Stock 7359 Ballantrae Ct.
Boca Raton, FL 33496
Common Michelle Tucker (1) 3,474,331 20.87%
Stock 7359 Ballantrae Ct.
Boca Raton, FL 33496
Common Jeffery Collins (2) 600,000 3.6%
Stock 5645 Coral Springs Drive #207
Coral Springs, FL 33076
Common Linford Ellis 300,000 1.8%
Stock 1400 NW 65th Ave, Bay A
Plantation, FL 33313
Common Kathleen Ellis 300,000 1.8%
Stock 1400 NW 65th Ave, Bay A
Plantation, FL 33313
All officers and directors as a group (2) 600,000 3.6%
- --------------------------------------------------------------------------------
(1) Michelle Tucker previously served as the chief executive officer and as a
director of Apollo. She is co-trustee, together with her husband, Leonard
Tucker of the Tucker Family Spendthrift Trust.
(2) Former Director
CHANGES IN CONTROL.
Following distribution of the registered shares as described in this
registration statement, Michelle Tucker, and the Tucker Family Spendthrift
Trust, an affiliated entity, will be the controlling shareholders of Alpha
Music. As of the Record Date, Ms. Tucker and affiliates are the controlling
shareholders of Apollo Entertainment. Ms. Tucker and the Tucker Family
Spendthrift Trust own a majority of the issued and outstanding shares of Apollo
Entertainment on the Record Date. Leonard Tucker the husband of Michelle Tucker
owns 13,334 shares of Apollo Entertainment Common Stock and will receive an
equivalent number of Alpha Music shares.
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND
CONTROL PERSONS
Apollo Entertainment provided our initial funding pursuant to a
promissory note bearing interest at 8% per annum. In connection with the change
in control of Apollo Entertainment, this obligation has been forgiven.
Since inception, our officers and principals shareholders have loaned
us money to finance our ongoing operations. These loans have since been
converted into convertible debt obligations which accrue interest at 8% per
annum and are convertible into shares of our common stock at the rate of $0.01
per share.
18
We have also entered into employment agreements with our officers and
directors. The terms of these agreements were not negotiated at arms' length.
Given the Company's revenues and limited working capital, we believe that these
agreements are no less favorable to employment agreements that would be
negotiated in arms' length transactions. Similarly, we believe that the terms of
our consulting agreement with Jeffrey Collins is no less favorable to the
Company had the agreement been negotiated with an unrelated third party. (See
Footnote 2 of our financial statements.)
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
The Registrant has made no express indemnification provision for
directors, officers or controlling persons against liability under the
Securities Act of 1933 (the "Securities Act"). The Company will however provide
indemnification for all reasonable actions taken by a director in good faith to
the fullest extent legally permitted, and exclude actions involving fraud or bad
faith. In addition, Florida corporate law (Florida Statutes ss. 607.0831)
shields directors from liability for monetary damages unless a director's breach
of or failure to perform his duties as a director constitutes a violation of the
criminal law (unless the director has reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe it was unlawful) or involves a
transaction from which the director derived an improper personal benefit either
directly or indirectly. The Registrant does not indemnify its officers.
Insofar as indemnification for liabilities arising under the Securities
Act may be available to directors, officers and controlling persons of the
Registrant pursuant to any provision or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-1 with the SEC with
respect to the shares of our common stock being registered hereunder. This
prospectus, which is a part of such registration statement, does not include all
of the information that you can find in such registration statement or the
exhibits to such registration statement. You should refer to the registration
statement, including its exhibits and schedules, for further information about
us and our common stock. Statements contained in this prospectus as to the
contents of any contract or document are not necessarily complete and, if the
contract or document is filed as an exhibit to a registration statement, is
qualified in all respects by reference to the relevant exhibit.
After the spin-off, we will file annual, quarterly and current reports,
proxy statements and other information with the SEC. The registration statement
is, and any of these future filings with the SEC will be, available to the
public over the Internet on the SEC's website at www.sec.gov . You may read and
copy any filed document at the SEC's public reference rooms in Washington, D.C.
at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC's regional offices.
Please call the SEC at 1-800-SEC-0330 for further information about the public
reference rooms.
19
FINANCIAL STATEMENTS
Table of Contents
For the period from inception April 12, 2007 through December 31, 2009
Report of Independent Registered Public Accounting Firm ................... F-2
Balance Sheets at December 31, 2009 and 2008 Restated) .................... F-3
Statements of Operation for the year ended December 31, 2009 and from the
Date of Inception (April 12, 2007) to December 31, 2008 (Restated) and 2009 F-4
Statements of Stockholders' (Deficit) for the period from Inception
(April 12, 2007) to December 31, 2009 ..................................... F-5
Statements of Cash Flows for the year ended December 31, 2009, and for the
Period from Inception (April 12, 2007) to December 31, 2008 (Restated) and
2009 ...................................................................... F-6
Notes to Financial Statements ............................................. F-7
Unaudited Financial Statements for the Three Months Ended March 31, 2010
Unaudited Balance Sheets at March 31, 2010 and December 31, 2009 .......... F-16
Unaudited Statements of Operations for the Three Months ended
March 31, 2010 and 2009 and From The Date of Inception April 12, 2007 to
March 31, 2010 ............................................................ F-17
Unaudited Statements of Cash Flows[For the Three Months Ended
March 31, 2010 and 2009 and for the period from April 12, 2007 (Inception)
through March 31, 2010 .................................................... F-18
Notes to Financial Statements (Unaudited) ................................. F-19
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of
Alpha Music Mfg Corp.
Accounting Successor of Apollo Entertainment Group, Inc.
A Development Stage Company
Plantation, Florida
We have audited the accompanying balance sheets of Alpha Music Mfg Corp.,
Accounting Successor of Apollo Entertainment Group, Inc. (a development stage
company) as of December 31, 2009 and 2008 and the related statements of
operation, stockholders' deficit, and cash flows for the years ended December
31, 2009 and 2008 and the period from April 12, 2007 (inception of Apollo)
through December 31, 2009. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Alpha Music Mfg Corp.,
Accounting Successor of Apollo Entertainment Group, Inc. as of December 31, 2009
and 2008 and the results of its operations and its cash flows for the years
ended December 31, 2009 and 2008 and the period from April 12, 2007 (inception
of Apollo) through December 31, 2009 in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 9 to the
financial statements, the Company has not generated significant revenue since
its inception, has incurred losses in developing its business, and further
losses are anticipated and has a working capital deficiency. The Company
requires additional funds to meet its obligations and the costs of its
operations. These factors raise substantial doubt about its ability to continue
as a going concern. Management's plans regarding those matters also are
described in Note 9. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
In 2010, the Company determined previously issued financial statements for the
years ended December 31, 2008 and 2009 and the period from inception through
December 31, 2009 contained errors due to omitted results of the Company's
parent company operation. Note 10 discusses these corrections.
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
April 28, 2010, except for note 10
which is dated May 25, 2010
F-2
ALPHA MUSIC MFG CORP.
ACCOUNTING SUCCESSOR TO APOLLO ENTERTAINMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
December 31, December 31,
2009 2008
------------ ------------
(Restated) (Restated)
ASSETS
Current Assets:
Cash and cash equivalents ..................................... $ 11,290 $ 2,881
Accounts receivable-trade, net ................................ 15,958 8,251
Inventory, net ................................................ 3,561 5,518
Prepaid expense ............................................... - 1,000
----------- -----------
Total Current Assets ........................................ 30,809 17,650
Property and Equipment, net ..................................... 9,048 12,580
Due from related party .......................................... 1,750 -
----------- -----------
Total Assets ................................................ $ 41,607 $ 30,230
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable .............................................. $ 29,544 $ 21,927
Accrued liabilities ........................................... 9,834 7,269
Due to related parties ........................................ -- 37,315
----------- -----------
Total Current Liabilities ................................... 39,378 66,511
Convertible notes payable - related party ..................... 67,442 -
----------- -----------
Total Liabilities ........................................... 106,820 66,511
----------- -----------
Commitments: .................................................... - -
Stockholders' Deficit:
Common stock, $0.001 par value 100,000,000 authorized
16,644,659 issued and outstanding (adjusted for forward split) 16,645 16,645
Additional Paid in Capital .................................... 223,441 72,283
Deficit accumulated during the development stage .............. (305,299) (125,209)
----------- -----------
Total Stockholders' Deficit ................................. (65,213) (36,281)
----------- -----------
Total Liabilities and Stockholders' Deficit ................. $ 41,607 $ 30,230
=========== ===========
See accompanying notes to financial statements.
F-3
ALPHA MUSIC MFG CORP.
ACCOUNTING SUCCESSOR TO APOLLO ENTERTAINMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Year For the Year From Inception
Ended Ended April 12, 2007
December 31, December 31, to December 31,
2009 2008 2009
------------ ------------ --------------
(Restated) (Restated) (Restated)
Sales ................................... $ 112,419 $ 69,761 $ 182,180
Cost of Sales ........................... 74,056 58,261 132,317
------------ ------------ --------------
Gross Profit ............................ 38,363 11,500 49,863
------------ ------------ --------------
General and administrative .............. 217,664 136,709 354,373
------------ ------------ --------------
Net Loss from Operations ................ (179,301) (125,209) (304,510)
------------ ------------ --------------
Other Income (Expense)
Interest expense ........................ (789) - (789)
------------ ------------ --------------
Net Loss ................................ $ (180,090) $ (125,209) $ (305,299)
============ ============ ==============
Basic and Diluted Loss per Common Share . $ (0.01) $ (0.01)
============ ============
Basic Weighted Average Shares Outstanding 16,644,659 16,644,659
============ ============
See accompanying notes to financial statements.
F-4
ALPHA MUSIC MFG CORP
ACCOUNTING SUCCESSOR TO APOLLO ENTERTAINMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' (DEFICIT)
FOR THE PERIOD FROM APRIL 12, 2007 (INCEPTION OF APOLLO) TO DECEMBER 31, 2009
Accumulated
in the Total
Common Stock Paid in Development Stockholders'
Shares Amount Capital Stage Deficit
---------- -------- --------- ----------- -------------
Balances, April 12, 2007
(Date of Inception) .................. - $ - $ - $ - $ -
---------- -------- --------- ----------- ------------
Balances, December 31, 2007 (restated) - - - - -
Sale of common stock - restated for
December 7, 2009 forward split
166.44659 for 1 .................... 16,644,659 16,645 (16,406) - 239
Expenses paid by parent .............. - - 38,689 - 38,689
Cash contribution from parent ........ - - 50,000 - 50,000
Net Loss ............................. - - - (125,209) (125,209)
---------- -------- --------- ----------- ------------
Balance, December 31, 2008 (Restated) 16,644,659 16,645 72,283 (125,209) (36,281)
Expenses paid by parent .............. - - 55,573 - 55,573
Forgiveness of liabilities from
shareholders - - 95,585 - 95,585
Net Loss ............................. - - - (180,090) (180,090)
---------- -------- --------- ----------- ------------
Balance, December 31, 2009 (Restated) 16,644,659 $ 16,645 $ 223,441 $ (305,299) $ (65,213)
========== ======== ========= =========== ============
See accompanying notes to financial statements.
F-5
ALPHA MUSIC MFG CORP.
ACCOUNTING SUCCESSOR TO APOLLO ENTERTAINMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
PERIOD FROM APRIL 12, 2007 (INCEPTION OF APOLLO) THROUGH DECEMBER 31, 2009
For the Period
For the Year For the Year April 12, 2007
Ended Ended (Date of Inception)
December 31, December 31, to December 31,
2009 2008 2009
------------ ------------ -------------------
(Restated) (Restated) (Restated)
OPERATING ACTIVITIES:
Net income (loss) ...................................... $ (180,090) $ (125,209) $ (305,299)
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:
Depreciation and amortization ........................ 3,532 996 4,528
Bad debt ............................................. 3,326 5,867 9,193
Expenses paid by parent .............................. 55,573 38,689 94,262
Changes in Assets and Liabilities:
Accounts receivable .................................. (11,033) (14,118) (25,151)
Inventory ............................................ 1,957 (5,518) (3,561)
Prepaid expenses ..................................... 1,000 200 1,200
Due from related party ............................... (1,750) - (1,750)
Accounts payable ..................................... 7,617 21,927 29,544
Accrued liabilities .................................. 2,565 7,269 9,834
Due to related parties ............................... 46,074 33,615 79,689
----------- ----------- ------------------
Net Cash Provided (Used) by Operating Activities ....... (71,229) (36,282) (107,511)
----------- ----------- ------------------
INVESTING ACTIVITIES:
Purchase of equipment ................................ - (13,576) (13,576)
----------- ----------- ------------------
Net cash Used by Investing Activities .................. - (13,576) (13,576)
----------- ----------- ------------------
FINANCING ACTIVITIES:
Proceeds from sale of common stock ..................... - 239 239
Proceeds from advances from related party .............. - 2,500 2,500
Advances from parent ................................... - 50,000 50,000
Proceeds from related party convertible note payable ... 79,638 - 79,638
----------- ----------- ------------------
Net Cash Provided by Financing Activities .............. 79,638 52,739 132,377
----------- ----------- ------------------
Net Increase in Cash ................................... 8,409 2,881 11,290
----------- ----------- ------------------
Cash at Beginning of Period ............................ 2,881 - -
----------- ----------- ------------------
Cash at End of Period .................................. $ 11,290 $ 2,881 $ 11,290
=========== =========== ==================
Supplemental Disclosures:
Cash paid for income taxes ............................. $ - $ - $ -
=========== =========== ==================
Cash paid for interest ................................. $ - $ - $ -
=========== =========== ==================
Non Cash Transactions:
Issuance of parent company stock
for prepaid expenses ................................... $ - $ 1,200 $ 1,200
=========== =========== ==================
Conversion of related party advances to convertible debt $ 2,500 $ - $ 2,500
=========== =========== ==================
Forgiveness of accrued wages ........................... $ 95,585 $ - $ 95,585
=========== =========== ==================
See accompanying notes to financial statements.
F-6
Alpha Music Mfg Corp.
Accounting Successor to Apollo Entertainment Group, Inc.
Notes to Financial Statements
FOR THE PERIOD FROM APRIL 12, 2007 (INCEPTION OF APOLLO) TO DECEMBER 31, 2009
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND USE
OF ESTIMATES:
NATURE OF BUSINESS AND BASIS OF PRESENTATION
The accompanying financial statements are those of Alpha Music Mfg Corp.,
"Accounting Successor to Apollo Entertainment Group, Inc."
Apollo Capital Group, Inc. ("The Company" or "Apollo") f/k/a Apollo
Entertainment Group, Inc. was incorporated in 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. and changed its authorized number of shares from
10,000 to 100,000,000 and the par value of the common stock was changed from
$.01 to $.001.
On September 15, 2008, the Company filed an S-1 registration with the Securities
and Exchange Commission registering 4,553,081 shares of Apollo's Company stock.
These registered shares were distributed by Pop Starz Records, Inc. at which
time Pop Starz Records, Inc. ceased to be the Company's parent. The registration
statement was declared effective on October 3, 2008. Following a stock sale
agreement on October 19, 2009, the Company changed its name to Apollo Capital
Group, Inc. on December 10, 2009.
Apollo is a holding corporation. All of its operations were conducted through
its subsidiary, Alpha Music Mfg. Corp. ("Alpha") which is a Florida corporation,
incorporated on June 24, 2008. The Company, through its subsidiary Alpha, offers
the services of audio CD/CD Rom duplication and replication, DVD duplication,
and vinyl record pressing throughout the United States.
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.
Alpha has a limited operating history upon which to base an evaluation of the
current business and future prospects and has yet to fully launch its services
and production. Alpha will continue to be considered a development stage until
it has begun significant operations and is generating significant revenues.
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. Significant estimates include the
allowance for doubtful accounts, assumptions for share based payments and
deferred taxes.
F-7
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.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject us to credit risk consist
primarily of cash and cash equivalents and trade accounts receivable. We place
our cash and cash equivalents only with high credit quality financial
institutions. For the year ended December 31, 2009, the company sold to 2 major
customers for total sales of $42,451 which was approximately 38% of total net
revenue. At the December 31, 2009, net receivable from these two customers are
$12,016. For the year ended December 31, 2008, the company sold $9,748 to 1
customer which approximated 14% of total net revenue. Our operations are also
concentrated in Florida.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
We maintain an allowance for doubtful accounts based on the expected
collectability of our accounts receivable. We perform credit evaluations of
significant customers and establish an allowance for doubtful accounts based on
the aging of receivables, payment performance factors, historical trends and
other information. In general, we reserve a portion of those receivables
outstanding more than 90 days and 100% of those outstanding more than 120 days.
We evaluate and revise our reserve on a monthly basis based on a review of
specific accounts outstanding and our history of uncollectible accounts. As of
December 31, 2009 and 2008, we recorded $9,193 and $5,867 of allowance for
doubtful accounts.
INVENTORY
Inventory is stated at the lower of cost or market.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost, less accumulated depreciation.
Depreciation is provided using the straight-line method over the estimated
useful life of three to five years. Components of property and equipment are as
follows:
2009 2008
---------- ----------
Office Equipment ..................... $ 11,965 $ 11,965
Computers ............................ 1,611 1,611
Less: Accumulated Depreciation ..... (4,528) (996)
---------- ----------
Property and Equipment, net .......... $ 9,048 $ 12,580
========== ==========
REVENUE RECOGNITION
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.
F-8
SHIPPING AND HANDLING COSTS
Shipping and handling costs are included in prices charged to customers and
reflected as part of income in reported revenues.
FINANCIAL INSTRUMENTS
The Company adopted ASC topic 820, "Fair Value Measurements and Disclosures,",
formerly SFAS No. 157 "Fair Value Measurements," effective January 1, 2009. ASC
820 defines "fair value" as the price that would be received for an asset or
paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. There was no impact relating to the
adoption of ASC 820 to the Company's financial statements.
ASC 820 also describes three levels of inputs that may be used to measure
fair value:
o Level 1: Observable inputs that reflect unadjusted quoted prices for
identical assets or liabilities traded in active markets.
o Level 2: Inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly or
indirectly.
o Level 3: Inputs that are generally unobservable. These inputs may be
used with internally developed methodologies that result in
management's best estimate of fair value.
Financial instruments consist principally of cash, accounts receivable, accounts
payable, notes payable -related party, and accrued liabilities. The carrying
amounts of such financial instruments in the accompanying balance sheets
approximate their fair values due to their relatively short-term nature. It is
management's opinion that the Company is not exposed to any significant currency
or credit risks arising from these financial instruments.
ADVERTISING
Advertising costs are charged to operations when incurred. During 2009 and 2008,
we did not incur any advertising expense.
INCOME TAXES
Under the asset and liability method prescribed under ASC 740, Income Taxes, The
Company uses the liability method of accounting for income taxes. The liability
method measures deferred income taxes by applying enacted statutory rates in
effect at the balance sheet date to the differences between the tax basis of
assets and liabilities and their reported amounts on the financial statements.
The resulting deferred tax assets or liabilities are adjusted to reflect changes
in tax laws as they occur. A valuation allowance is provided when it is more
likely than not that a deferred tax asset will not be realized.
The Company recognizes the financial statement benefit of an uncertain tax
position only after considering the probability that a tax authority would
sustain the position in an examination. For tax positions meeting a
"more-likely-than-not" threshold, the amount recognized in the financial
statements is the benefit expected to be realized upon settlement with the tax
authority. For tax positions not meeting the threshold, no financial statement
benefit is recognized. As of December 31, 2009, the Company has had no uncertain
F-9
tax positions. The Company recognizes interest and penalties, if any, related to
uncertain tax positions as general and administrative expenses. The Company
currently has no federal or state tax examinations nor has it had any federal or
state examinations since its inception. All of the Company's tax years are
subject to federal and state tax examination.
There is no provision for income taxes due to continuing losses. At December 31,
2009, the Company has net operating loss carryforwards for tax purposes of
$296,106, which expire through 2029. The Company has recorded a valuation
allowance that fully offsets deferred tax assets arising from net operating loss
carryforwards because the likelihood of the realization of the benefit cannot be
established. The Internal Revenue Code contains provisions that may limit the
net operating loss carryforwards available if significant changes in stockholder
ownership of the Company occur.
INCOME (LOSS) PER SHARE
Basic income (loss) per share is calculated using the weighted-average number of
common shares outstanding during each reporting period. Diluted loss per share
includes potentially dilutive securities such as outstanding options and
warrants, using various methods such as the treasury stock or modified treasury
stock method in the determination of dilutive shares outstanding during each
reporting period. Common equivalent shares are excluded from the computation of
net loss per share since their effect is anti-dilutive. At December 31, 2009 and
2008, the Company did not have any dilutive securities outstanding.
RECLASSIFICATIONS
Certain prior period balances have been reclassified to conform to the current
year's presentation. These reclassifications had no impact on previously
reported results of operations or stockholders' deficit.
RECENT AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS
The company has adopted all recently issued accounting pronouncements. The
adoption of the accounting pronouncements, including those not yet effective, is
not anticipated to have a material effect on the financial position or results
of operations of the Company.
NOTE 2: DUE FROM RELATED PARTY
In May 2009, the Company entered into an agreement with an entity under common
control to provide office space to that entity. The agreement was month to month
and continued through August 2009. In relation to the agreement, the Company has
recorded a receivable in the amount of $1,750 as Due from Related Party.
NOTE 3: ACCRUED EXPENSES
Accrued liabilities represent expenses that apply to the reported period and
have not been billed by the provider or paid by the Company.
Accrued liabilities consisted of the following as of December 31,:
2009 2008 (Restated)
------- ---------------
Accrued professional fees ... $ 7,200 $ -
Accrued other fees .......... 2,634 7,269
------- -------
$ 9,834 $ 7,269
======= =======
F-10
NOTE 4: CONVERTIBLE NOTES PAYABLE - RELATED PARTY
During 2008, the Tucker Family Spendthrift Trust, a Trust controlled by our
Parent's majority stockholder, advanced the Company $2,500. The advance was
considered short-term in nature and was due on demand. During 2009, the Tucker
Family Spendthrift Trust advanced the Company an additional $54,038. On December
2, 2009, these advances were converted to a Convertible Notes Payable. The Notes
bear interest at the rate of 8% per annum and are convertible into shares of
common stock at the rate of $.01 per share and are due in full on December 1,
2011.
During 2009, the Company's officers advanced the Company approximately $10,500.
On December 2, 2009, these advances were converted to Convertible Notes Payable.
The Notes bear interest at the rate of 8% per annum and are convertible into
shares of common stock at the rate of $.01 per share and are due in full on
December 1, 2011.
Advances at December 31, 2008 ..................... $ 2,500
Advances : 2009 Tucker Family Spendthrift Trust ... 54,038
Advances : 2009 Officers .......................... 10,500
Accrued Interest .................................. 404
--------
Balance at December 31, 2009 ...................... $ 67,442
========
Subsequently, in 2010 the Tucker Family Spendthrift Trust advanced the Company
an additional $16,675. These advances bear interest at the rate of 8% per annum
and are convertible into shares of common stock at the rate of $0.01 per share
and are due in full on December 1, 2011. (Note 11)
NOTE 5: DUE TO RELATED PARTY
December 31, 2008
December 31, 2009 (Restated)
----------------- -----------------
Accrued wages ............................ $ - $ 33,615
Due to Tucker Family Spendthrift Trust ... - 2,500
Due to Apollo Entertainment Group, Inc. .. - 1,200
-------- --------
$ - $ 37,315
======== ========
On October 19, 2009, our Parent Apollo Entertainment Group, Inc., entered into a
Stock Purchase and Sale Agreement. In connection with the closing of the
transaction, the $50,000 note payable from Alpha to Apollo was reclassified to
additional paid in capital as well as $16,300 in advances to the Company by
Apollo. As a post closing obligation of the sale of the common stock of our
parent, Apollo has agreed to spin off its holdings in the Company to those
pre-closing shareholders of record of the Apollo at the close of business on (1)
clearance day by the Securities and Exchange Commission of Alpha's S-1
Registration Statement, or (2) December 31, 2009, whichever is later. The
company will spin off the shares on the basis of one Alpha share for every one
Apollo share beneficially owned prior to the change in control.
During, 2008, The Tucker Family Spendthrift Trust, a Trust controlled by our
Parent's majority stockholder, advanced the Company $2,500. The advance was
considered short-term in nature and was due on demand. On December 2, 2009,
these advances were converted to a Convertible Notes Payable. (See Note 4)
F-11
Effective July 1, 2008, Alpha entered into a consulting agreement whereby the
consultant was to receive $1,000 per month for a minimum of 40 hours per month
of consulting services. Additionally the consultant received 600,000 shares of
Apollo common stock. The shares were to vest ratably over a three year period
and were subject to forfeiture if the consultant did not remain with Alpha for a
period of three years. During October 2009, the agreement was amended due to a
Stock Purchase and Sale Agreement entered into by our Parent, the consultant
became fully vested in his shares. Additionally, all compensation previously
accrued as due to the consultant was forgiven in October 2009 as a condition of
the closing.
Effective July 1, 2008, Alpha entered into employment agreements with two
employees. Alpha was to pay the employees $4,000 and $2,000 per month,
respectively. Additionally the employees each received 300,000 shares of Apollo
common stock. The shares were to vest ratably over a three year period and were
subject to forfeiture if the employee did not remain with Alpha for a period of
three years. In relation to the Stock Purchase and Sale Agreement entered into
by our Parent, the employees became fully vested in their shares in October 2009
and al compensation previously accrued as due to the employees was forgiven as a
condition of the closing.
As a result of the Stock Purchase and Sale Agreement entered into by our Parent,
Apollo reclassified $58,565 of liabilities and expenses owed to them by Alpha
into additional paid in capital.
NOTE 6: INCOME TAXES
At December 31, 2009 and December 31, 2008, deferred tax assets consisted of the
following:
December 31, 2008
December 31, 2009 (Restated)
----------------- -----------------
Federal loss carryforwards .............. $ 57,859 $ 40,230
State operating loss carryforwards ...... 9,905 6,886
-------- --------
67,767 47,116
Less: valuation allowance ............... (67,797) (47,116)
-------- --------
$ - $ -
======== ========
The Company has established a valuation allowance equal to the full amount of
the deferred tax asset primarily due to uncertainty in the utilization of the
net operating loss carry forwards.
The effective tax rate is lower than the statutory rate due to net operating
losses.
The net operating loss carry forwards begin to expire in 2029 for both federal
and state purposes.
NOTE 7: STOCKHOLDERS' DEFICIT
During 2008, the Company issued 100,000 common shares (16,544,659 shares post
split) to shareholders for $239.
On December 7, 2009, the Company enacted a 166.45 to 1 forward split on the
common shares.
F-12
During 2009 and 2008, Apollo paid $55,573 and $38,689 of general and
administrative expenses on behalf of Alpha. Such amounts were properly recorded
as additional paid in capital during 2009 and 2008.
A total of $95,585 was reclassified from related party debt to additional paid
in capital as a result of forgiveness of liabilities from shareholders for the
year ended December 31, 2009.
During 2008, Apollo contributed $50,000 of cash to Alpha for operations.
NOTE 8: COMMITMENTS
On June 26, 2008, the Company leased an office and warehouse facility. The lease
commenced August 1, 2008 with monthly rental payments of $2,961. The lease
continues through July 2011. Rent expense included in general and administrative
expenses for 2008 related to the aforementioned lease agreement was $17,807. For
2009, rent expense was $34,013. In October 2009, the lease was amended to reduce
the monthly rental payment to $2,200, and accepted the sum of $9,300 as payment
in full of the past due rent balance of $13,307.
A schedule of future minimum payments due under the operating lease is as
follows:
Year Ending December 31, Amount
- ------------------------ --------
2010 ................... $ 26,400
2011 ................... 15,400
--------
$ 41,800
========
NOTE 9: GOING CONCERN
At December 31, 2009, the Company has a working capital deficit. As such, 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 activities, 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 10: RESTATEMENT
In 2010, the Company determined previously issued financial statements for the
years ended December 31, 2008 and 2009 contained errors due to omitted results
of the Company's parent company operations. The spin-off disclosed in Note 1 is
a reverse spin-off and therefore a continuation of the business of Alpha's
parent company's operations, Apollo Entertainment Group, Inc. The restatement
records operating results of the parent company on Alpha's financial statements
and eliminates intercompany debt and interest expense.
The Company restated its financial statements as follows:
F-13
ALPHA MUSIC MFG CORP.
ACCOUNTING SUCCESSOR TO APOLLO
ENTERTAINMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
Previously Previously
Stated Restated Stated Restated
December 31, December 31, December 31, December 31,
2009 Adjustments 2009 2008 Adjustments 2008
------------ ----------- ------------ ------------ ----------- ------------
ASSETS
Current Assets:
Cash and cash equivalents ......... $ 11,290 $ - $ 11,290 $ 2,881 $ - $ 2,881
Accounts receivable-trade, net .... 15,958 - 15,958 8,251 - 8,251
Inventory, net .................... 3,561 - 3,561 5,518 - 5,518
Prepaid expense ................... - - - 1,000 - 1,000
----------- ---------- ----------- ----------- ---------- -----------
Total Current Assets .............. 30,809 - 30,809 17,650 - 17,650
Property and Equipment, net ....... 9,048 - 9,048 12,580 - 12,580
Due from related party ............ 1,750 - 1,750 - - -
----------- ---------- ----------- ----------- ---------- -----------
Total Assets ...................... $ 41,607 $ - $ 41,607 $ 30,230 $ - $ 30,230
=========== ========== =========== =========== ========== ===========
LIABILITIES AND STOCKHOLDERS'
DEFICIT
Current Liabilities:
Accounts payable .................. $ 29,544 $ - $ 29,544 $ 21,927 - $ 21,927
Accrued liabilities ............... 9,834 - 9,834 7,269 - 7,269
Due to related parties ............ - - - 89,386 (52,071) b 37,315
----------- ---------- ----------- ----------- ---------- -----------
Total Current Liabilities ......... 39,378 - 39,378 118,582 (52,071) 66,511
Convertible notes payable - related
party ............................. 67,442 - 67,442 - - -
----------- ---------- ----------- ----------- ---------- -----------
Total Liabilities ................. 106,820 - 106,820 118,582 (52,071) 66,511
----------- ---------- ----------- ----------- ---------- -----------
Commitments: ...................... - - - - - -
Stockholders' Deficit:
Common stock, $.001 par value
100,000,000 authorized
16,644,659 issued and outstanding
(adjusted for forward split) ...... 16,645 - 16,645 16,645 - 16,645
Additional Paid in Capital ........ 150,750 72,691 a 223,441 (16,406) 88,689 a 72,283
Deficit accumulated during the
development stage ................. (232,608) (72,691) a (305,299) (88,591) (36,618) a (125,209)
----------- ---------- ----------- ----------- ---------- -----------
Total Stockholders' Deficit ....... (65,213) - (65,213) (88,352) 52,071 (36,281)
----------- ---------- ----------- ----------- ---------- -----------
Total Liabilities and Stockholders'
Deficit ........................... $ 41,607 $ - $ 41,607 $ 30,230 $ - $ 30,230
=========== ========== =========== =========== ========== ===========
Notes
a - to record expenses incurred by our parent company Apollo Entertainment
b - to eliminate intercompany debt with our parent company Apollo Entertaiment
F-14
ALPHA MUSIC MFG CORP.
ACCOUNTING SUCCESSOR TO APOLLO
ENTERTAINMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
Previously Previously
Stated (Restated) Stated (Restated)
For the Year For the Year For the Year For the Year
Ended Ended Ended Ended
December 31, December 31, December 31, December 31,
2009 Adjustments 2009 2008 Adjustments 2008
------------ ----------- ------------ ------------ ----------- ------------
Sales .................... $ 112,419 $ - $ 112,419 $ 69,761 $ - $ 69,761
Cost of Sales ............ 74,056 - 74,056 58,261 - 58,261
----------- ---------- ----------- ----------- ---------- -----------
Gross Profit ............. 38,363 - 38,363 11,500 - 11,500
----------- ---------- ----------- ----------- ---------- -----------
General and administrative 178,599 39,065 a 217,664 98,017 38,692 a 136,709
----------- ---------- ----------- ----------- ---------- -----------
Net Loss from Operations (140,236) (39,065) (179,301) (86,517) (38,692) (125,209)
----------- ---------- ----------- ----------- ---------- -----------
Interest expense ......... (3,781) 2,992 b (789) (2,074) 2,074 b -
----------- ---------- ----------- ----------- ---------- -----------
(3,781) 2,992 (789) (2,074) 2,074 -
Net Loss ................. $ (144,017) $ (36,073) $ (180,090) $ (88,591) $ (36,618) $ (125,209)
=========== ========== =========== =========== ========== ===========
Basic and Diluted Loss per
Common Share ............. $ (0.01) $ - $ (0.01) $ (0.01) $ - $ (0.01)
=========== ========== =========== =========== ========== ===========
Basic Weighted Average
Shares Outstanding ....... 16,644,659 - 16,644,659 16,644,659 - 16,644,659
=========== ========== =========== =========== ========== ===========
Notes:
a - to record expenses incurred by our parent company Apollo Entertainment
b - to eliminate interest expense on intercompany debt with our parent company Apollo Entertaiment
NOTE 11: SUBSEQUENT EVENTS
Effective January 1, 2010, the Company entered into a consulting agreement
whereby the consultant will receive compensation of $250 per month.
Additionally, the Company entered into new employment agreements with two
employees, whereby they receive compensation of $1,000 and $500 per month. These
agreements each have one year terms commencing on January 1, 2010.
In 2010 the Tucker Family Spendthrift Trust advanced the Company an additional
$16,675. These advances bear interest at the rate of 8% per annum and are
convertible into common shares at $0.01 per share and are due in full on
December 1, 2011.
F-15
ALPHA MUSIC MFG CORP.
ACCOUNTING SUCCESSOR TO APOLLO ENTERTAINMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(UNAUDITED)
March 31, December 31,
2010 2009
------------ -------------
ASSETS
Current Assets:
Cash and cash equivalents ...................... $ - $ 11,290
Accounts receivable-trade, net ................. 9,026 15,958
Inventory, net ................................. 2,025 3,561
------------ ------------
Total Current Assets ......................... 11,051 30,809
Property and Equipment, net ...................... 8,165 9,048
Due from related party ........................... 1,750 1,750
------------ ------------
Total Assets ................................. $ 20,966 $ 41,607
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Overdraft liability ............................ $ 1,112 $ -
Accounts payable ............................... 31,480 29,544
Accrued liabilities ............................ 9,396 9,834
Due to related parties ......................... 2,100 --
------------ ------------
Total Current Liabilities .................... 44,088 39,378
Convertible notes payable - related party ...... 85,461 67,442
------------ ------------
Total Liabilities ............................ 129,549 106,820
------------ ------------
Commitments: ..................................... - -
Stockholders' Deficit:
Common stock, $.001 par value 100,000,000
authorized 16,644,659 issued and outstanding
(adjusted for forward split) ................. 16,645 16,645
Additional Paid in Capital ..................... 271,345 223,441
Deficit accumulated during the development stage (396,573) (305,299)
------------ ------------
Total Stockholders' Deficit .................. (108,583) (65,213)
------------ ------------
Total Liabilities and Stockholders' Deficit .. $ 20,966 $ 41,607
============ ============
See accompanying notes to unaudited financial statements.
F-16
ALPHA MUSIC MFG CORP.
ACCOUNTING SUCCESSOR TO APOLLO ENTERTAINMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009
PERIOD FROM APRIL 12, 2007 (INCEPTION OF APOLLO) THROUGH MARCH 31, 2010
(unaudited)
FROM THE DATE OF
INCEPTION
THREE MONTHS ENDED APRIL 12, 2007 TO
MARCH 31, MARCH 31,
2010 2009 2010
------------ ------------ -----------------
Sales .................... $ 14,922 $ 28,517 $ 197,102
Cost of Sales ............ 14,175 19,556 146,492
------------ ------------ -----------------
Gross Profit ............. 747 8,961 50,610
------------ ------------ -----------------
General and administrative 90,675 43,021 445,048
------------ ------------ -----------------
Net Loss from Operations (89,928) (34,060) (394,438)
------------ ------------ -----------------
Other Income (Expense)
Interest expense ......... (1,346) - (2,135)
------------ ------------ -----------------
Net Loss ................. $ (91,274) $ (34,060) $ (396,573)
============ ============ =================
Basic and Diluted Loss per
Common Share ............. $ (0.01) $ (0.01)
============ ============
Basic Weighted Average
Shares Outstanding ....... 16,644,659 16,644,659
============ ============
See accompanying notes to unuadited financial statements.
F-17
ALPHA MUSIC MFG CORP.
ACCOUNTING SUCCESSOR TO APOLLO ENTERTAINMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009
PERIOD FROM APRIL 12, 2007 (INCEPTION OF APOLLO) THROUGH DECEMBER 31, 2009
(unaudited)
FOR THE PERIOD
APRIL 12, 2007
THREE MONTHS ENDED (DATE OF INCEPTION)
MARCH 31, TO MARCH 31,
2010 2009 2010
----------- ----------- -------------------
OPERATING ACTIVITIES:
Net loss ............................................. $ (91,274) $ (34,060) $ (396,573)
Adjustments to reconcile net loss to net cash:
Expenses paid by parent ............................. 55,402 - 149,664
Provided (used) by operating activities:
Depreciation and amortization ....................... 881 883 5,409
Bad debt ............................................ - - 9,193
Changes in Assets and Liabilities:
Accounts receivable ................................. 6,932 5,646 (18,219)
Inventory ........................................... 1,536 2,235 (2,025)
Prepaid expenses .................................... - 100 1,200
Due from related party .............................. - - (1,750)
Accounts payable .................................... 1,936 6,367 31,480
Accrued liabilities ................................. (438) 45,652 12,840
Due to related parties .............................. 3,444 (37,315) 79,691
----------- ----------- ------------------
Net Cash Provided (Used) by Operating Activities ..... (21,577) (10,492) (129,088)
----------- ----------- ------------------
INVESTING ACTIVITIES:
Purchase of equipment ............................... - - (13,576)
----------- ----------- ------------------
Net cash Used by Investing Activities ................ - - (13,576)
----------- ----------- ------------------
FINANCING ACTIVITIES:
Overdraft liability .................................. 1,112 - 1,112
Proceeds from sale of common stock ................... - - 239
Costs incurred to file registration statement ........ (7,500) - (7,500)
Proceeds from advances from related party ............ - - 2,500
Advances from parent ................................. - 16,300 50,000
Proceeds from related party convertible note payable 16,675 - 96,313
----------- ----------- ------------------
Net Cash Provided by Financing Activities ............ 10,287 16,300 142,664
----------- ----------- ------------------
Net Increase in Cash ................................. (11,290) 5,808 -
----------- ----------- ------------------
Cash at Beginning of Period .......................... 11,290 2,881 -
----------- ----------- ------------------
Cash at End of Period ................................ $ - $ 8,689 $ -
=========== =========== ==================
Non Cash Transactions:
Issuance of parent company stock for prepaid expenses $ - $ - $ 1,200
=========== =========== ==================
Conversion of related party advances to convertible
debt ................................................. $ - $ - $ 2,500
=========== =========== ==================
Forgiveness of accrued wages ......................... $ - $ - $ 98,577
=========== =========== ==================
See accompanying notes to unaudited financial statements.
F-18
Alpha Music Mfg Corp.
Accounting Successor to Apollo Entertainment Group, Inc.
Notes to Financial Statements
(Unaudited)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND USE
OF ESTIMATES:
NATURE OF BUSINESS AND BASIS OF PRESENTATION
The Company offers the services of Audio CD/CD Rom duplication and replication,
audio cassette duplication, DVD duplication, and vinyl record pressing
throughout the United States.
The accompanying unaudited interim financial statements as of March 31, 2010 and
for the three months ended March 31, 2010 and 2009 have been prepared in
accordance with generally accepted accounting principles generally accepted for
interim financial statements presentation and in accordance with the
instructions to Form 10-Q and rule 10-01 of Regulation S-X. Accordingly, they do
not include all the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial
statement presentation. In the opinion of management, the financial statements
contain all adjustments (consisting only of normal recurring accruals) necessary
to present fairly the financial position as of March 31, 2010 and the results of
operations for the three months ended March 31, 2010 and 2009 and cash flows for
the three months ended March 31, 2010 and 2009. The results of operations for
the three months ended March 31, 2010 and 2009 are not necessarily indicative of
the results to be expected for the full year ended December 31, 2010. These
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Registration Statement on Form
S-1/A-2. There have been no changes in significant accounting policies since
December 31, 2009.
Management has evaluated subsequent events, and the impact on the reported
results and disclosures, through May 25, 2010, which is the date these financial
statements were approved by management.
Alpha has a limited operating history upon which to base an evaluation of the
current business and future prospects and has yet to fully launch its services
and production. Alpha will continue to be considered a development stage until
it has begun significant operations and is generating significant revenues.
NOTE 2: GOING CONCERN
At March 31, 2010, the Company has a working capital deficit and recurring
losses since inception. The Company does not have sufficient working capital for
its planned activities, which raises substantial doubt about its ability to
continue as a going concern. As such, the accompanying financial statements have
been prepared assuming that the Company will 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.
F-19
NOTE 3: CONVERTIBLE NOTES PAYABLE - RELATED PARTY
During 2008, The Tucker Family Spendthrift Trust, a Trust controlled by our
Parent's majority stockholder, advanced the Company $2,500. The advance was
considered short-term in nature and was due on demand. During 2009, the Tucker
Family Spendthrift Trust advanced the Company an additional $54,038. On December
2, 2009, these advances were converted to a Convertible Notes Payable. The Notes
bear interest at the rate of 8% per annum and are convertible into shares of
common stock at the rate of $0.01 per share and are due in full on December 1,
2011.
During the three months ended March 31, 2010 the Tucker Family Spendthrift Trust
advanced the Company an additional $16,675. These advances bear interest at the
rate of 8% per annum and are convertible into shares of common stock at the rate
of $0.01 per share and are due in full on March 31, 2011.
During 2009, the Company's officers advanced the Company approximately $10,500.
On December 2, 2009, these advances were converted to Convertible Notes Payable.
The Notes bear interest at the rate of 8% per annum and are convertible into
shares of common stock at the rate of $.01 per share and are due in full on
December 1, 2011.
Advances at December 31, 2009 ................... $ 67,038
Advances: 2010 Tucker Family Spendthrift Trust .. 16,675
Accrued Interest ................................ 1,748
--------
Balance at March 31, 2010 ....................... $ 85,461
========
Subsequently, in April and May 2010 the Tucker Family Spendthrift Trust advanced
the Company an additional $12,200.
Subsequently, on April 30, 2010 the holders of the Convertible Notes Payable
converted $89,413 of these notes to shares of stock of the Company. The Tucker
Family Spendthrift Trust converted $78,913 of notes into 7,891,315 shares of
stock at $0.01, the Company's officers converted $10,500 of notes into 1,050,000
shares of stock at $0.01.
NOTE 4: STOCKHOLDERS' EQUITY
On December 7, 2009, the Company enacted a 166.45 to 1 forward split on the
common shares. During the three months ended March 31, 2010 the Company incurred
costs to file its registration statement of $7,500. These costs are offset
against additional paid in capital.
During the three month period ended March 31, 2010, as a result of the Stock
Purchase and Sale Agreement entered into by our Parent, the Company recorded an
additional $55,402 of liabilities and expenses from Apollo. These amounts were
offset against additional paid in capital.
Subsequently, on April 30, 2010 the Company granted 20,000 shares at $0.01 to
Linford Ellis and 20,000 shares at $0.01 to Kathleen Ellis for serving as
directors to the Company.
Subsequently, on April 30, 2010 the holders of the Convertible Notes Payable
converted $89,413 of these notes to shares of restricted stock of the Company.
The Tucker Family Spendthrift Trust converted $78,913 of notes into 7,891,315
shares of stock at $0.01, the Company's officers converted $10,500 of notes into
1,050,000 shares of stock at $0.01.
F-20
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
The expenses of registration and distribution will be borne exclusively
by the Registrant and include:
Registration Fee .................................. $ nil
Electronic Filing ................................. 1,000
Transfer Agent Fees ............................... 1,500
Legal ............................................. 15,000
Accounting ........................................ 5,000
-------
Total ............................................. $22,500
RECENT SALE OF UNREGISTERED SECURITIES
None. We are a wholly owned subsidiary of Apollo Entertainment.
EXHIBITS.
3(i).1 Articles of Incorporation *
3(ii).1 By-laws *
5.1 Opinion on legality
10.1 Employment Agreement with Linford Ellis *
10.2 Employment Agreement with Kathleen Ellis *
10.3 Consulting Agreement with Jeffrey Collins *
10.4 Form of Convertible Debenture *
10.5 Stock Purchase and Sale Agreement **
23.1 Consent of auditors
23.2 Consent of Jeffrey G. Klein, P.A. (Included as part of Exhibit 5.1)
* Previously filed January 6, 2010 as part of the Company's S-1 Registration
Statement.
** Previously filed April 28, 2010 as part of the Company's S-1 A-1 Registration
Statement.
UNDERTAKINGS
Upon effectiveness of this registration statement, the Registrant will
provide to its parent company certificates in such denominations and registered
in such names as required to permit prompt distribution to the named
shareholders.
Insofar as indemnification for liabilities arising under the Securities
Act may be available to directors, officers and controlling persons of the
Registrant pursuant to any provision or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-1
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-1 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Plantation, State of Florida on June 1, 2010.
Registrant: Alpha Music Mfg Corp.
By: /s/ Linford Ellis
-----------------
CEO and President
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:
/s/ Linford Ellis
- -----------------
CEO, President, Chief Accounting Officer and Director
June 1, 2010
/s/ Kathleen Ellis
- ------------------
Vice president/Director
June 1, 2010