************OUTSIDE OF FRONT COVER PAGE*************
APOLLO PUBLICATION CORPORATION
PROSPECTUS AND FINANCIAL STATEMENT
June 3, 2005
Note: The following prospectus and financial statement contains
information of a highly confidential nature. Any disclosure
of the contents of this plan or other information provided
by Apollo Publication Corporation without the express
written permission of the company is prohibited.
***********INSIDE OF FRONT COVER PAGE*************
This registration statement is neither an offer to sell nor a solicitation of
an offer to buy these securities. This is made only by the Prospectus.
Copies of the prospectus can download at Apollo Publication Corporation
Website www.APCorps.com under Investor Page and may be obtained in
any State from the underwriter where they may legally offer these
securities in compliance with the securities law of such State.
August 15, 2005
Notice of EffectiVE Registration Statement
APOLLO PUBLICATION CORPORATION
Initial Public Offering
On NASDAQ SmallCap Stock Markets
With 25,000,000 Unrestricted Common Shares
Of Beneficial Interest
At Price $145.00 Per Share
(Based on Ratio 0.16 Par Share, Fully Paid No Par Value and Voting Right)
In Outstanding 100,000,000 Common Shares
Joint Book-running Managers
Canadian Imperial Bank of Commerce
CIBC World Markets
CIBC Investor Edge
Underwriter and Market Maker GROUP
CIBC World Markets
Credit Suisse First Boston
The Bear Stearns Companies Inc
SG Cowen Securities Corporation
Deutsche Bank Securities
Banc of America Securities LLC
A.G. Edwards, Inc.
J.P. Morgan chase
The Goldman Sachs Group, Inc.
Apollo Publication corporation
UPD-Unique Product Design and Development
Transfer Agent
CIBC World Markets
August 10, 2005
*********TABLE OF CONTENT*************
TABLE OF CONTENTS
Corporation Information 1
Board of Directors 2
Business Overview 3
Strategic Plan 4
Business Development 4
Product (I) 5
82:
Market Profile (I) 5
Customers (I) 5
Product (II) 6
Market Profile (II) 6
Customers (II) 6
Product (III) 6
Market Profile (III) 6
Customers (III) 6
Product (IV) 7
Market Profile (IV) 7
Customers (IV) 7
Security ownership of certain
beneficial owners and management 8
Financial Review 15
Investment 16
Working Capital 16
Canadian Tax Matter 16
Risk Factor 17
Control and Procedure 18
Audit Committee 19
Compensation Committee 20
Public Policy Committee 21
Finance Committee 22
Nominating and Governance Committee 23
Certifications 24
*****BELOW IS THE CONTENT FROM PAGE 1 ~ PAGE 24*******
CORPORATION INFORMATION
CORPORATION CONTACT
1547 York St.
Windsor, ON N8X 1W5
Canada
Tel: (519)252-3518
Fax: (519)967-9577
General Information: Info@APCorps.com
E-mail: E-mail@APCorps.com
Comment: Comment@APCorps.com
BOARD OF DIRECTORS
Simon Victor (Honorable Chairman of Director Board Committee)
George Herbert Bush Sr. (Honorable Chairman of Director Board Committee)
Rutang Luo (Honorable Chairman of Director Board Committee)
Xiaobo Lucy Luo (Chair and CEO, Chief Executive Officer/First Director)
George Walker Bush Sr. (Chair and President/Second Director)
Paul Martin (CFO, Chief Financial Officer)
Lishan Yang (COO, Chief Operating Officer/Third Director)
William Snow (Treasurer/USA)
Rongji Zhu(Treasurer/PRC)
John Paul Manley (Treasurer/Canada)
Joseph Liberman (CLO, Chief Legal Officer)
Jie Jenny Luo (CIO, Chief Information Officer)
INDEPENDENT DIRECTORS OF AUDIT COMMITTEE
James Baker (Independent Director)
Jimmy Carter (Independent Director)
Jean Chretien (Independent Director)
Paul Oneil (Independent Director)
Al Greenspan (Independent Director)
PAGE 1
BUSINESS OVERVIEW
OVERVIEW
171: When the God created the Universe, her children have lived on the planets
and stars like Earth all over the Universe. God Luo founded the Language
with all other objects. All the Life include human being have carried
God Luo's soul and her invention from one generation to another
generation until today. There are over 285 generations of God Luos
Children and her kins derived in past years of 6116 on the Earth of
Solo Solar System.
Apollo Publication Corporation is owned by God Luos Children with their family
name of Luo, Marks(Marx)(Luo), Victor(Luo), Carlo(Luo), Louis, EL, Ross,
Roman, German and their kins with their family name of Bu(sh)lo, Zhanglo,
Hu, Holo, Zhulo, Yanglo, ZhouLo, Castlo, Zedilo, Alexandlo, Paulo, Tedero,
Tylo/Tele, Tanglo/Tomlo, Ba(ker)lo, Qianlo, Marlo, Milo, Philo, Dulo(Zous),
Nilo, Tianlo and Babylon with family name of Lu, Lott, Gore, Gao, Yao,
Huang, Yu,Jiang, etc.
Our mission is to found An Imperial Of Earth (IOE) with One God Luo, One
Language, One Culture, One History, One Law, One Standard, One Currency,
One Postal, etc on One Land of Earth of Solo Solar System.
Apollo Publication Corporation is here to Unify World Language, History and
Culture; to Form All Documents of Law on IOE; to Print All Specifications and
Standards on IOE; to Issue New and Only Notes of Currency and Stamp on IOE;
to Publish News about Founding of IOE; to Consolidate Globe School Textbooks;
to Web World Wide Customers Online Purchasing, Schooling, Banking,
Charting, etc.
BUSINESS DEVELOPMENT
The Land of Earth is overcrowded with all kind of animals but
educated human beings. They sounds, acts and minds completely difference
due to totally different genes the human being carried. They quarrel, fight
and war for their unknown and unease heart and fate. Apollo Publication
Corporation is here to compose a symphony which has role for all the sounds,
acts and minds in one harmony tone and chapter.
Apollo Publication Corporation customer is whole world citizens on the
Earth. They are nearly 70 billion populations around 200 countries. There
will be over 100 trillion pages of papers pressed only on the globe
school textbooks in near future by the year of 2010. There will be over
100 billion dollars value of stamps printed annually. There also will have
law books, specifications and standards publicized. There is, there is
and there is again and again. There is a new world and future waiting
for all of us.
Apollo Publication Corporation has her prospective future along with
the birth of the Imperial of the Earth (IOE).
PAGE 2
STRATEGIC PLAN
Apollo Publication Corporation has chosen her best working team globally.
There are over 40 presidents world wide as Controller of Apollo Publication
Corporation in Asia, America, European, and Australia. There will be more
Controllers needed for Africa, Middle East and other areas.
Apollo Publication Corporation has world best the Board of Directors and
Officers.
The Board has written Principle of Corporate Governance which include
5 standing committees: Audit Committee, Compensation Committee,
Governance Committee, Public Policy Committee, Finance Committee.
Each of these committee has a writtencharter.
Our Corporation practices and leaderships will be witnessed and
proved by all over world citizens.
Apollo Publication Corporation provides the best and unique products with high
quality, speed and simplicity by using CIMS (Computer Integrated Manufacture
System) and IIMS (Internet Integrated Management System) technology to
world wide customers.
Apollo Publication Corporation will focus on building the reliable and secure
globe SDWS (shipping and delivery web system) for IOE Postal, School text
books and Bank Notes by partnership or acquisitions.
Apollo Publication Corporation has a solid plan for 5 year working capitals and
funds to support our mission toward our goals by IPO on equity market of
NASDAQ of USA, TSE of Canada, ShenZhen of China, London Stock
Exchange of United Kingdom or CAC of French.
Apollo Publication Corporation develops and expands world wide sale and
distribution teams by awarding a fair commission for sales of products made by
Apollo Publication Corporation.
Apollo Publication Corporation protects her works and products by registering
her own copyright, patent, trade marks of products which satisfy a variety
of regulatory requirements and standards on design and produce in IOE
(included Canada, USA, European, Asia, etc.) .
PAGE 3
PRODUCT (I)
LUO BOOK is written by the unique and only real language, called Luobus
Language which its characteristic has meaning within the figure along
with sound out spelling language. Luobus Language expresses meaning
with image box figure and sounds with spelling letter pattern.
MARKET PROFILE
There are several languages on the Earth, such as Chinese - image language;
Japanese - Alias language formed from partly of Chinese language;
Greek - Symbol language; Old Roman English - Letter language formed
from partly of Chinese Pin Yin language; Russian - Symbol language;
Arabic - sand pattern language; all other languages on the earth are
from image, or symbol, or letter, or pattern language with different
grammar and spelling.
The whole world has communication problem due to over 200 difference
languages and dialects mainly used on the earth.
The Luobus Language is first time to introduce to the 70 billion world citizen
since 6000 years. The market is large.
CUSTOMERS
There are near 70 billion population who completely blind to Luobus Language
on reading, speaking and writing. To educate everyone is great Human
Engineering alike we build a Great Wall Street which will take 50 to
100 years.
Apollo Publication Corporation prepares to publish the grade 1 text books which
start to educate all the children who were born in the year 2000 and go to
school in the year 2007 for their Grade 1 globally.
There will be around 72 million kids for Grade 1 schooling in the year 2007.
There will be around 150 million kids for Grade 1 and 2 schooling in the
year 2008.
There will be around 230 million kids for Grade 1, 2 and 3 schooling in the
year 2009.
There will be around 330 million kids for Grade 1, 2, 3 and 4 schooling
in 2010.
There will be around 415 million kids for Grade 1,2,3,4 and 5 schooling
in 2011.
There will be around 500 million kids for Grade 1 - 6 schooling in the
year 2012.
There will be around 590 million kids for Grade 1 - 7 schooling in the
year 2013.
There will be around 680 million kids for Grade 1 - 8 schooling in the
year 2014.
There will be around 770 million kids for Grade 1 - 9 schooling in the
year 2015.
There will be around 860 million kids for Grade 1 - 10 schooling in the
year 2016.
There will be around 960 million kids for Grade 1 - 11 schooling in the
year 2017.
There will be around 1.60 billion kids for Grade 1 - 12 schooling in the
year 2014.
There will be around 2.20 billion kids for Grade 1 - 12 and University I
in 2015.
There will be around 2.80 billion kids for Grade 1 - 12 and University I & II
in 2016.
PAGE 4
PRODUCT (II)
Bank Note of Currency, Called LUOBU is printed for the all earth citizen.
The LUOBU is the only currency admitted bank note by law of IOE.
MARKET PROFILE
There are near 200 difference currency issued by different government
on the earth nowadays. The value of those currency is labeled by every
government based the Holding and Storage of Gold in their Treasury.
Searching the Gold, even having war for Gold has brought the triumph
to all whole world citizen in 2000 year alike our ancient war for rice,
shell, cooper, silver, paper, etc which used by the measurement of trade.
The truly value of land, water, energy, life, material, mind, object and
staff are not simple to be valued by Currency or any of measurement.
The more difference currency issued, the more unfair standard
established.
The LUOBU currency based the value of Earth is first time to introduce to
the 70 billion world citizen for fair trade on IOE.
CUSTOMERS
There are near 70 billion population who use LUOBU as measurement for
fair trade in this century. Apollo Publication Corporation will publish
reliable LUOBU for globally usage.
PRODUCT (III)
Bank Note of Stamp, Called POLUO is printed for the all earth citizen.
The POLUO is the only stamp admitted bank note by law of IOE.
MARKET PROFILE
There are near 200 difference state stamps issued by different government
on the earth used by the measurement of postal service nowadays. The more
difference stamps issued, the more paper, labor and management work involved.
To speed up delivery and shipping service, to improve the quality, security
and fair value of the postal business, the POLUO standard is a essential
stage for the Globe Postal Revolution on IOE.
The POLUO stamp based the fair value of service which is provided by
the postal and transportation business involved globally.
CUSTOMERS
There are near 70 billion population who use POLUO stamp as measurement
of postal service for letter and package shipping business. Apollo Publication
Corporation will publish the security, reliable POLUO for globally usage.
PAGE 5
PRODUCT (IV)
Apollo Publication Corporation print all kind of publication such as Handbook,
Specification, Product Catalog, Financial Report, Account Books, Newspaper,
Magazine, Luo Books, Road sign, Label, Card, Business Forms, Cheque,
certificate, Government form, Bank statement, Policy brochure, Ad flyer, etc.
MARKET PROFILE
There are many different print house and publication companies produce
the books and paper printed products. Apollo Publication Corporation has
her own experienced product designer and high standard book writer who
are experts on all kind of field from politician, economist, historian,
scientist, doctor, languagist, educator, president, etc.
Apollo Publication Corporation has the world best standard for their
publication requirement and the unique style of their publication.
The quality on topic, content, words, facts, logical, thought, print,
editorial, management, etc is the most excellent on the
publication area.
CUSTOMERS
There are near 15 billion Chinese reader and 30 billion English reader
world wide. If there are 1% readers who could be our Customer,
there will create 1.6 to 22.5 billion revenue annually.
There are near 10 million business customer in North America who
may use publication service for their product catalog, Ad flyer,
financial report, invoice and shipper, Newspaper, Magazine,
Account Books, etc. If there are 1% business customers who
could use our product or service, there will create 1to 50 million
revenue annually.
There will be 1 to 20 billion accounts open on Luo Bank of IOE
by 2010 to 2015. Apollo Publication Corporation will may have
10 to 200 billion revenue from Luo bank business form,
deposit slip, bank book, certification, etc.
PAGE 6
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
Ms. Xiaobo Lucy Luo, as of July 15, 2005, is the only person who
beneficially owned or exercised control or direction over
more than five percent of the Company shares.
Security Ownership of Director and Management
The following table sets forth, as July 15, 2005, certain information
with respect to all shareowner known by us to have been
beneficial owners of more than five percent of our common
stock, and information with respect to our common stock
beneficially owned by our directors, our executive officers
included all of our directors and executive officers as a group.
Name
Number of share issued Issue Value of per share
Entitle Exercisable Share at Fiscal Year-End 2005
Unexercisable Share at Fiscal Year-End 2005
Value of Unexercisable
At Fiscal Year-End 2005 Percent of Share
Owned Note
Simon Victor 1,000,000 0.0005 50,000
950,000 - * R
George H. Bush 1,000,000 0.0005 50,000
950,000 - * R
Rutang Luo 1,000,000 0.0005 50,000
950,000 - * R
Xiaobo Luo 60,000,000 0.000085 3,000,000
57,000,000 - 85% R
George W. Bush 3,000,000 0.00015 150,000
2,850,000 - * R
Paul Martin 1,000,000 0.01 75,000
1,425,000 - * UR
LiShan Yang 1,000,000 0.01 75,000
1,425,000 - * UR
Joseph
Lieberman 1,000,000 0.01 50,000
950,000 - * UR
Jie J. Luo 500,000 0.01 25,000
475,000 - * R
Laura M. Luo 500,000 0.01 25,000
475,000 - * R
John W. Snow 250,000 0.01 12,500
237,500 - * UR
Rongji Zhu 250,000 0.01 12,500
237,500 - * UR
John P. Manley 250,000 0.01 12,500
237,500 - * UR
Jacques Chirac 250,000 0.01 12,500
237,500 - * UR
PAGE 7
Name
Number of share issued Issue Value of per share
Entitle Exercisable Share at Fiscal Year-End 2005
Unexercisable Share at Fiscal Year-End 2005
Value of Unexercisable
At Fiscal Year-End 2005 Percent of Share
Owned Note
Tony Blair 5,000 Award 0
5,000 - * UR
Vladimir Putin 5,000 Award 0
5,000 - * UR
G Schroeder 5,000 Award 0
5,000 - * UR
J Koizumi 5,000 Award 0
5,000 - * UR
Fox Zedilo 5,000 Award 0
5,000 - * UR
Jintao Hu 5,000 Award 0
5,000 - * UR
Silvio Berlusconi 5,000 Award 0
5,000 - * UR
GWB (USA) 5,000 Award 0
5,000 - * UR
Koff Annan 5,000 Award 0
5,000 - * UR
John Howard 5,000 Award 0
5,000 - * UR
Israel 5,000 Award 0
5,000 - * UR
India 5,000 Award 0
5,000 - * UR
Pakistan 5,000 Award 0
5,000 - * UR
Afghanistan 5,000 Award 0
5,000 - * UR
Iran 5,000 Award 0
5,000 - * UR
Jordon 5,000 Award 0
5,000 - * UR
Iraq 5,000 Award 0
5,000 - * UR
North Korea 5,000 Award 0
5,000 - * UR
South Korea 5,000 Award 0
5,000 - * UR
Twain 5,000 Award 0
5,000 - * UR
Hong Kong 5,000 Award 0
5,000 - * UR
Vietnam 5,000 Award 0
5,000 - * UR
Philippine 5,000 Award 0
5,000 - * UR
Singapore 5,000 Award 0
5,000 - * UR
Indonesian 5,000 Award 0
5,000 - * UR
Thailand 5,000 Award 0
5,000 - * UR
PAGE 8
Name
Number of share issued Issue Value of per share
Entitle Exercisable Share at Fiscal Year-End 2005
Unexercisable Share at Fiscal Year-End 2005
Value of Unexercisable
At Fiscal Year-End 2005 Percent of Share
Owned Note
Lao 5,000 Award 0
5,000 - * UR
Bangladesh 5,000 Award 0
5,000 - * UR
Sri Lanka 5,000 Award 0
5,000 - * UR
Poland 5,000 Award 0
5,000 - * UR
Mongolia 5,000 Award 0
5,000 - * UR
Oman 5,000 Award 0
5,000 - * UR
Tibet 5,000 Award 0
5,000 - * UR
Macao 5,000 Award 0
5,000 - * UR
Malaya 5,000 Award 0
5,000 - * UR
Cambodia 5,000 Award 0
5,000 - * UR
East Timor 5,000 Award 0
5,000 - * UR
Malaysia 5,000 Award 0
5,000 - * UR
Lithuania 5,000 Award 0
5,000 - * UR
Burma 5,000 Award 0
5,000 - * UR
Ceylon 5,000 Award 0
5,000 - * UR
Cyprus 5,000 Award 0
5,000 - * UR
Qatar 5,000 Award 0
5,000 - * UR
Maldives 5,000 Award 0
5,000 - * UR
Brunei 5,000 Award 0
5,000 - * UR
Nepal 5,000 Award 0
5,000 - * UR
Myanmar 5,000 Award 0
5,000 - * UR
Bahrain 5,000 Award 0
5,000 - * UR
Albania 5,000 Award 0
5,000 - * UR
Spain 5,000 Award 0
5,000 - * UR
Greece 5,000 Award 0
5,000 - * UR
Turkry 5,000 Award 0
5,000 - * UR
PAGE 9
Name
Number of share issued Issue Value of per share
Entitle Exercisable Share at Fiscal Year-End 2005
Unexercisable Share at Fiscal Year-End 2005
Value of Unexercisable
At Fiscal Year-End 2005 Percent of Share
Owned Note
Syria 5,000 Award 0
5,000 - * UR
Lebanon 5,000 Award 0
5,000 - * UR
Palestine 5,000 Award 0
5,000 - * UR
Portugal 5,000 Award 0
5,000 - * UR
Saudi 5,000 Award 0
5,000 - * UR
Yemen 5,000 Award 0
5,000 - * UR
U Arab Emirate 5,000 Award 0
5,000 - * UR
Kuwait 5,000 Award 0
5,000 - * UR
Azerbaijan 5,000 Award 0
5,000 - * UR
Bhutan 5,000 Award 0
5,000 - * UR
Bulgaria 5,000 Award 0
5,000 - * UR
Armenia 5,000 Award 0
5,000 - * UR
Belarus 5,000 Award 0
5,000 - * UR
Bosnia 5,000 Award 0
5,000 - * UR
Chechen 5,000 Award 0
5,000 - * UR
Croatia 5,000 Award 0
5,000 - * UR
Cezch 5,000 Award 0
5,000 - * UR
Georgia 5,000 Award 0
5,000 - * UR
Kazakhstan 5,000 Award 0
5,000 - * UR
Estonia 5,000 Award 0
5,000 - * UR
Hungary 5,000 Award 0
5,000 - * UR
Kyrgyzstan 5,000 Award 0
5,000 - * UR
Lativia 5,000 Award 0
5,000 - * UR
Liechtenstein 5,000 Award 0
5,000 - * UR
Macedonia 5,000 Award 0
5,000 - * UR
Moldova 5,000 Award 0
5,000 - * UR
PAGE 10
Name
Number of share issued Issue Value of per share
Entitle Exercisable Share at Fiscal Year-End 2005
Unexercisable Share at Fiscal Year-End 2005
Value of Unexercisable
At Fiscal Year-End 2005 Percent of Share
Owned Note
Romania 5,000 Award 0
5,000 - * UR
Sarawak 5,000 Award 0
5,000 - * UR
Serbia 5,000 Award 0
5,000 - * UR
Slovakia 5,000 Award 0
5,000 - * UR
Tajikistan 5,000 Award 0
5,000 - * UR
Tatarstan 5,000 Award 0
5,000 - * UR
Turkmenistan 5,000 Award 0
5,000 - * UR
Ukraine 5,000 Award 0
5,000 - * UR
Uzbekistan 5,000 Award 0
5,000 - * UR
Austria 5,000 Award 0
5,000 - * UR
Belgium 5,000 Award 0
5,000 - * UR
Bohemia 5,000 Award 0
5,000 - * UR
Denmark 5,000 Award 0
5,000 - * UR
Finland 5,000 Award 0
5,000 - * UR
Iceland 5,000 Award 0
5,000 - * UR
Luxembourg 5,000 Award 0
5,000 - * UR
Monaco 5,000 Award 0
5,000 - * UR
Netherland 5,000 Award 0
5,000 - * UR
Norway 5,000 Award 0
5,000 - * UR
Scotland 5,000 Award 0
5,000 - * UR
Sweden 5,000 Award 0
5,000 - * UR
Switzerland 5,000 Award 0
5,000 - * UR
Argentina 5,000 Award 0
5,000 - * UR
Bolivia 5,000 Award 0
5,000 - * UR
Brazil 5,000 Award 0
5,000 - * UR
Caribbean 5,000 Award 0
5,000 - * UR
PAGE 11
Name
Number of share issued
Issue Value of per share
Entitle Exercisable Share at Fiscal Year-End 2005
Unexercisable Share at Fiscal Year-End 2005
Value of Unexercisable At Fiscal Year-End 2005
Percent of Share
Owned Note
Guiana 5,000 Award 0
5,000 - * UR
Chile 5,000 Award 0
5,000 - * UR
Colombia 5,000 Award 0
5,000 - * UR
Ecuador 5,000 Award 0
5,000 - * UR
Guyana 5,000 Award 0
5,000 - * UR
Paraguay 5,000 Award 0
5,000 - * UR
Peru 5,000 Award 0
5,000 - * UR
Uruguay 5,000 Award 0
5,000 - * UR
Cuba 5,000 Award 0
5,000 - * UR
Costa Rica 5,000 Award 0
5,000 - * UR
Jamaica 5,000 Award 0
5,000 - * UR
Dominica 5,000 Award 0
5,000 - * UR
Honduras 5,000 Award 0
5,000 - * UR
Anguilla 5,000 Award 0
5,000 - * UR
Aruba 5,000 Award 0
5,000 - * UR
Bahamas 5,000 Award 0
5,000 - * UR
Barbados 5,000 Award 0
5,000 - * UR
Belize 5,000 Award 0
5,000 - * UR
Bermuda 5,000 Award 0
5,000 - * UR
El Salvador 5,000 Award 0
5,000 - * UR
Haiti 5,000 Award 0
5,000 - * UR
Guatemala 5,000 Award 0
5,000 - * UR
Fiji 5,000 Award 0
5,000 - * UR
New Zealand 5,000 Award 0
5,000 - * UR
Soloman Island 5,000 Award 0
5,000 - * UR
Slovenia 5,000 Award 0
5,000 - * UR
Malta 5,000 Award 0
5,000 - * UR
Gibraltan 5,000 Award 0
5,000 - * UR
Andorra 5,000 Award 0
5,000 - * UR
Alegria 5,000 Award 0
5,000 - * UR
Angola 5,000 Award 0
5,000 - * UR
Chad 5,000 Award 0
5,000 - * UR
PAGE 12
Name
Number of share issued Issue Value of per share
Entitle Exercisable Share at Fiscal Year-End 2005
Unexercisable Share at Fiscal Year-End 2005
Value of Unexercisable
At Fiscal Year-End 2005 Percent of Share
Owned Note
Egypt 5,000 Award 0
5,000 - * UR
Ethiopia 5,000 Award 0
5,000 - * UR
Ghana 5,000 Award 0
5,000 - * UR
Guinea 5,000 Award 0
- * UR
Ivory Coast 5,000 Award 0
5,000 - * UR
Kenya 5,000 Award 0
5,000 - * UR
Lesotho 5,000 Award 0
5,000 - * UR
Liberia 5,000 Award 0
5,000 - * UR
Libya 5,000 Award 0
5,000 - * UR
Madagascaw 5,000 Award 0
5,000 - * UR
Malawi 5,000 Award 0
5,000 - * UR
Mali 5,000 Award 0
5,000 - * UR
Mauritius 5,000 Award 0
5,000 - * UR
Morocco 5,000 Award 0
5,000 - * UR
Mozambique 5,000 Award 0
5,000 - * UR
Namibia 5,000 Award 0
5,000 - * UR
Niger 5,000 Award 0
5,000 - * UR
Nigeria 5,000 Award 0
5,000 - * UR
Rhodesia 5,000 Award 0
5,000 - * UR
Rwanda 5,000 Award 0
5,000 - * UR
Somalia 5,000 Award 0
5,000 - * UR
South Africa 5,000 Award 0
5,000 - * UR
Sudan 5,000 Award 0
5,000 - * UR
Tangier 5,000 Award 0
5,000 - * UR
Tan Zania 5,000 Award 0
5,000 - * UR
Togo 5,000 Award 0
5,000 - * UR
Uganda 5,000 Award 0
5,000 - * UR
Zaire 5,000 Award 0
5,000 - * UR
Zambia 5,000 Award 0
5,000 - * UR
Zimbabwe 5,000 Award 0
5,000 - * UR
Mauritania 5,000 Award 0
5,000 - * UR
Maytto 5,000 Award 0
5,000 - * UR
Zanzibar 5,000 Award 0
5,000 - * UR
PAGE 13
Name
Number of share issued Issue Value of per share
(USD) Entitle Exercisable Share at Fiscal Year-End 2005
Unexercisable Share at Fiscal Year-End 2005
Value of Unexercisable
At Fiscal Year-End 2005 Percent of Share
Owned Note
Dick Cheney 500,000 $0.10 25,000
475,000 - * UR
Jacob Bush 100,000 $1.00 5,000
95,000 - * UR
Nile Bush 100,000 $1.00 5,000
95,000 - * UR
Marvin Bush 100,000 $1.00 5,000
95,000 - * UR
Bill Clinton 100,000 $1.00 5,000
95,000 - * UR
John Kerry 100,000 $1.00 5,000
95,000 - * UR
Al Gore 1 00,000 $1.00 5,000
95,000 - * UR
John Edward 100,000 $1.00 5,000
95,000 - * UR
Teddy Kennedy 100,000 $1.00 5,000
95,000 - * UR
John MaCain 100,000 $1.00 5,000
95,000 - * UR
John Remusfold 50,000 $1.00 2,500
42,500 - * UR
Dick Gardhard 50,000 $1.00 2,500
42,500 - * UR
Colin Paul 100,000 $1.00 5,000
95,000 - * UR
Bob Dole 100,000 $1.00 5,000
95,000 - * UR
John Engler 100,000 $1.00 5,000
95,000 - * UR
Trent Lott 100,000 $1.00 5,000
95,000 - * UR
John Ashfold 100,000 $1.00 5,000
95,000 - * UR
Tom Dashfold 50,000 $1.00 2,500
42,500 - * UR
Paul Wolfriz 100,000 $1.00 5,000
95,000 - * UR
Lou Dobb 100,000 $1.00 5,000
95,000 - * UR
Jiahui Luo 100,000 $1.00 5,000
95,000 - * UR
Al Scwiztar 100,000 $1.00 5,000
95,000 - * UR
Luos I(6) 30,000 $0.10 1,500
28,500 - * R
Luos II (9) 45,000 $0.10 2,250
42,750 - * R
Luos III (7) 35,000 $0.10 1,750
33,250 - * R
John Zhangs (9) 45,000 $0.10 2,250
42,750 - * R
Luos IV(8) 40,000 $0.10 2,000
38,000 - * UR
Luos V(6) 30,000 $0.10 1,500
28,500 - * UR
Luos VI (4) 20,000 $0.10 1,000
19,000 - * R
Tony Blair 100,000 $1.00 5,000
95,000 - * UR
Vladimir Putin 100,000 $1.00 5,000
95,000 - * UR
Ian Dawson 100,000 $1.00 5,000
95,000 - * UR
Kayla Rick 5,000 $1.00 4,900
100 - * UR
PAGE 14
FINANCIAL REVIEW
Apollo Publication Corporation foresees that the revenue for
directing the NASDAQ Stock Market shareholder at the
End of Fiscal Year 2005 is around 3,627,382,000.
The revenue at End of Fiscal Year 2006 is near
7,500,000,000 to 9,500,000,000. The revenue
at End of Fiscal Year 2007 is 11,500,000,000 to
14,500,000,000.
The table below shows the detail of the financial statement of
Apollo Publication Corporation in three year.
Fiscal Year End December 31, 2005
(Dollars in Millions USD) 2005 2006 2007
Selected results from continuing operation
Revenues 3,627.4 7,500.0 11,500.0
Gross Profit 3,264.9 5,200.0 7,500.0
Research and development expense 0.25 15.0 18.0
Selling and administrative expense 340.85 1,500.0 1,700.0
Depreciation and Amortization (EQ & Assets) 0.93 1.3 2.5
Total operation expense 342.03 1,516.3 1,720.5
Operation earning (loss) 2,922.87 3,683.7 5,779.5
Interest income 2.43 34.25 98.77
Earnings (loss) from continuing operations before income taxes
2,925.3 3,717.95 5,878.27
Income tax benefit (expense) 730.11 929.49 1,469.57
Net Earnings (loss) 2,195.19 2,788.46 4,408,70
Selected balance sheet data
Cash and cash equivalents 1,184.8 1,079.7 1,508.70
Current asset 1,002.43 2,700.0 5,598.77
Fix asset (EQ) 15.2 200.0 550.04
Total asset 2,195.19 4,838.34 8,257.51
Investment information
Shares outstanding at year-end (in million) 100 200 300
Book value per share at year- end (0.08 par value) $282.2 $287.0 $344.07
PAGE 15
INVESTMENT
Apollo Publication Corporation has her own investment plan
for speeding up and expending business rapidly by Joint
Venture, Acquisition and Partnership with the company
who could reduce our cost and increase our revenue.
Apollo Publication Corporation primary liquidity is cash.
For considering the rule of investment on high return and
low risk, the currency market and Guarantee Investment
certification are more likable choice.
Apollo Publication Corporation is interesting to invest the new
and rapid developing company with Guarantee Return
and low risk.
WORKING CAPITAL
Apollo Publication Corporation keeps sufficient unrestricted cash
on hand to fund our working capital requirements and planned
expenditures. Also, our existing cash should be adequate
to fund operation management expenditures for several years
if we are able to at least maintain a break-even or positive flow
from business practice.
Apollo Publication Corporation may offer the note as working
capital to support and pay the requirement expenditures from
acquisition and operation management.
CANADIAN TAX MATTER
Dividends
Under the United States-Canada Income Tax Convention (1980),
or the Convention, Canadian withholding tax of 15% generally
applies to the gross amount of dividends ( including stock
dividends ) paid or credited to beneficial owners of Apollo
Publication Corporation common shares:
(1) who are resident in the United States for the purposes
of the Convention; and
(2) who do not hold the share in connection with a business
carried on through a permanent establishment or a fixed base in Canada.
The Convention provides an exemption from withholding tax
on dividends paid ot credited to certain tax-exempt organizations
that are resident in the United States for purposes of the Convention.
Persons who are subject to the United States federal income tax on
dividends may be entitled, subject to certain limitations, to either
a credit or deduction with respect to Canadian income taxes
withheld with respect to dividends paid or credited on Apollo
Publication Corporation common shares.
PAGE 16
Sales or other dispositions of shares
Gains on sales or other dispositions of Apollo Publication
Corporation common shares by a non-resident of Canada
are generally not subject to Canadian income tax, unless
the holder realized the gains in connection with a business
carried on in Canada. A gain realized upon the disposition of
Apollo Publication Corporation common shares by a resident of
the United States that is otherwise subject to Canadian tax may be
exempt from Canadian tax under the Convention. Where Apollo
Publication Corporation common shares are disposed of by way
of an acquisition of such common shares by Apollo Publication
Corporation, other than a purchase in the open market in
the manner in which common shares would normally be
purchased by any member of the public in open market,
the amount paid by Apollo Publication Corporation in excess
of the paid-up capital of such common shares will be treated
as a dividend, and will be subject to non-resident withholding tax.
RISK FACTOR
THIS PROSPECTUS CONTAINS INFORMATION THAT
IS SUBJECT TO IMPORTANT RISKS AND UNCERTAINIES.
THE RESULTS OR EVENTS PREDICTED IN THESE
STATEMENTS MAY DIFFER MATERIALLY FROM ACTUAL
RESULTS OR EVENTS. RESULTS OR EVENTS COULD
DIFFER FROM CURRENT EXPECTATION AS A RESULT
OF A WIDE RANGE OF RISK FACTORS.
FOR INFORMATION REGARDING SOME OF THE RISK
FACTORS INVOLVED IN OUR BUSINESS AND
OPERATIONS SHOWN BELOW:
1. Our ability to execute our strategic plan,
including expended business globally;
2. Our ability to focus on the day-to-day operation of
our business while implementing improvements
in our internal control and procedures;
3. Our ability to successfully manage our manufacture
operations, upon high standard of Quality and
in high demanded quantity;
4. Our ability to successfully comply with increased
and complex regulations globally;
5. Our ability to handle the global market risk from
foreign exchange rate and interest rate;
6. Our ability to make investments, including acquisition,
to strengthen our business;
7. Our ability to sizing and timing of customer order and
shipments;
8. Our ability to maintain appropriate inventory level;
9. Our ability to obtain payment from customers on
a timely basis;
10.Our ability to fund and manage the product development;
11.Our ability to control the sales channel, product cost
and the mix of products sold;
12.Our ability to obtain financial and hold sufficient working
capital to fund capital expend;
13.Our ability to solve and settle the conflict with our
customer and supplier;
14.Our ability to handle the all kind of technology problems
related with business, such as computer viruses, computer
shut down, loss power, device problem, etc.
15.Our ability to manage all cost of labor, material,
shipment, regulation, tax, etc.
PAGE 17
OTHER RISK FACTOR RELATED WITH GLOBAL
ECONOMIC CONDITION AND ENVIRONMENT:
1. Trade protection measures
2. Economic, social and political risk
3. Taxation
4. Acts of war or terrorism
5. Restriction of cash exchange and flow
6. The factor depending on the country involved
7. Copyright and Patent protection problems
8. The all kind catastrophic occurs on shipment and storage
CONTROL AND PROCEDURE
Apollo Publication Corporation has the Board of director
committee which is consisted with Audit Committee,
Compensation Committee, Public Policy Committee,
Finance Committee and Nominating and Governance
Committee. Each of these committee is independent
and has a written charter. The directors in Audit
Committee all meet Independent standard by
The NASDAQ Stock Market.
Governance principle and Code of Ethics of Apollo
Publication Corporation meet all NASDAQ Stock Market
Listing Requirement, i.e. to distribution of Annual and
Interim Reports; to hold shareholder meeting; to take
shareholder approval and stockholder voting rights;
to nominating independent directors and consist Audit
Committee; to solve all conflicts of interest in public
relationship; to solicitation of Proxies; to have enough
quorum in the Board of Director Committees and
shareholders, etc.
Our code of Business Conduct has set forth our
standards for ethical behavior and legal compliance
and governs the manner in which we conduct our
business. Apollo Publication Corporation practice in
NASDAQ Stock Market is not prohibited by Canadian Law.
The detail of control and procedure is stated on
following pages within the Board of director committee.
PAGE 18
Committees of the Board of Directors
Audit Committee
Functions:
Selects independent public accountants to audit
APCorps books and records, Members:
subject to shareholder, reviews internal controls,
accounting practices, financial structure, and financial
reporting, including the results of the annual audit and
the review of the interim financial statements with
management and the independent public accountants.
Discusses earnings releases and guidance provided
to the public and rating agencies.
Prepares an annual report of the Audit Committee
to be included in the Company proxy statement and
assesses annually the adequacy of the Audit Committee Charter.
Reports to the Board of Directors about these matters.
Number of Members: 5
James Baker (Independent Director) reviews internal
controls, accounting practices, financial structure, and
financial reporting, including the results of the annual
audit and the review of the interim financial statements
with management and the independent public accountants.
Jimmy Carter (Independent Director) peer quality control
review, any issues raised by the United State government
and deals with the issues about assessing the independence
of the independent public accountants and all relationships
between the independent public
accountants and the Company.
Jean Chretien (Independent Director) peer quality
control review, any issues raised by the government of
Canada and deals with the issues about assessing the
independence of the independent public accountants and
all relationships between the independent public
accountants and the Company.
Paul Oneil and Al Greenspan (Independent Director)
prepare an annual report of the Audit Committee to be
included in the Company proxy statement and assesses
annually the adequacy of the Audit Committee Charter.
Reports to the Board of Directors about these matters.
Number of Meetings in 2005: 1
Peer quality control review, any issues raised
by a governmental.
Deal with such issues about assessing the
independence of the independent public accountants
and all relationships between the independent public
accountants and the Company.
Consults with the independent public accountants,
reviews and approves the scope of their audit, and reviews
their independence and performance. Also reviews any
proposed non-audit engagement between the Company
and the independent public accountants and approves
in advance any such engagement, if appropriate.
PAGE 19
Compensation Committee
Functions:
Establishes and reviews the overall executive
compensation philosophy of the Members:
Company.
Considers and makes recommendations on APCorps
executive compensation plans.
Prepares an annual report of the Compensation Committee
to be included in the Company proxy statement.
Assesses annually the adequacy of the Compensation
Committee Charter.
Reports to the Board of Directors about these matters.
Number of Members: 4
Simon Victor (Honorable Chair) evaluates the performance
of the CEO and other executive officers and makes
recommendations on APCorps executive
compensation plans.
Xiaobo Lucy Luo (Chair/CEO) establishes goals and
objectives and, based on such evaluation, reviews and
approves the annual salary, bonus, stock options, other
incentive awards and other benefits, direct and indirect,
of the executive officers.
George Walker Bush Jr. (Chair/President) considers
recommendations on APCorps executive compensation
plans and prepares an annual report of the Compensation
Committee to be included in the Company proxy statement.
Jenny Jie Luo (CIO, Chief Information Officer) assesses
annually the adequacy of the Compensation Committee
Charter and reports to the Board of Directors about these matters.
Number of Meetings in 2005: 5
Established goals and objectives and, based on such
evaluation, reviews and approves the annual salary, bonus,
stock options, other incentive awards and other benefits,
direct and indirect, of the CEO and other executive officers.
PAGE 20
Public Policy Committee
Functions:
Reviews public policy and issues facing Members
of the Company around the world.
Deals with stakeholder relationships and conflicts
of interest between shareholders and the Company,
products and public issues and policies.
Reports to the Board of Directors about these matters.
Number of Members: 17
George Herbert Bush Sr. (Honorable Chairman) reviews
the management of the Company performance on public
policy around the world.
Xiaobo Lucy Luo (Chair & CEO) deals with stakeholder
relationships and conflicts of interest between shareholders
and the Company, products and public issues and policies.
Jintao Hu (Controller) deals with products and
management of the Company performance on public
policies in the region of P. R. China.
Tony Carlo Blair (Controller) deals with products and
management of the Company performance on public
policies in the region of United Kingdom.
Vladimir Putin (Controller) deals with products and
management of the Company performance on public
policies in the region of Russia.
George W. Bush (Controller) deals with products
and management of the Company performance on public
policies in the region of United State.
Gerhard Schroeder (Controller) deals with products
and management of the Company performance on public
policies in the region of German.
Junichiro Koizumi (Controller) deals with products
and management of the Company performance on
public policies in the region of Japan.
Ian Dowson (Controller) deals with products and
management of the Company performance on public
policies in the region of Canada.
Jacques Carlo Chirac (Controller) deals with products
and management of the Company performance on publi
c policies in the region of French.
Fidel Castro (Controller) deals with products and
management of the Company performance on public
policies in the region of Cuba.
Koff Annan (Controller) deals with products and
management of the Company performance on public
policies in the region of Africa.
Abdullah Bin Hussein (Controller) deals with
products and management of the Company performance
on public policies in the region of Jordan.
Pervez Musharraf (Controller) deals with products
and management of the Company performance on public
policies in the region of Pakistan.
John Howard (Controller) deals with products and
management of the Company performance on public
policies in the region of Australia.
PAGE 21
Silvio Berluscon (Controller) deals with products and
management of the Company performance on public
policies in the region of Italy.
Roh Moo-Hyun (Controller) deals with products
and management of the Company performance on
public policies in the region of South Korea.
Number of Meetings in 2005: 2
Committee Charter.
Reports to the Board of Directors about these matters.
Finance Committee
Functions:
Reviews all aspects of the Company policies and
practices that relate to the Members:
management of the Company financial affairs, Business
Plan and Budget, Annual Report, the Company cash and
funding plans, the Company health care costs, financial
risk assessment and risk management and capital
expenditures for products.
Number of Members: 9
Rutang Luo (Honorable Chair) reviews Annual Report
with management the Company performance
on financial issues.
Xiaobo Lucy Luo (Chair/CEO) reviews all aspects
of the Company policies and practices that relate to
the management of the Company financial affairs
and deals with APCorps Business Plan and Budget,
Annual Report, the Company cash and funding plans,
the Company health care costs, financial risk
assessment and risk management and capital
expenditures for products.
Paul Martin (CFO, Chief Financial Officer) deals
with the management of the Company financial affairs,
Budget, financial risk assessment and risk
management and capital expenditures for products.
Lishan Yong (COO, Chief Operating Officer)
deals with the management of the Company financial
affairs, financial risk assessment and risk
management and capital expenditures for
products in the region of Asia.
Joseph Lieberman (CLO, Chief Legal Officer)
deals with the law and specification on management
of the Company financial affairs.
William Snow (Treasurer) deals with the
management of the Company financial affairs,
the Company cash and funding plans in the
region of America.
Rongji Zhu (Treasurer) deals with the
management of the Company financial affairs,
the Company cash and funding plans in the region of Asia.
John Paul Manley (Treasurer) deals with the
management of the Company financial affairs,
the Company cash and funding plans in the region of Canada.
PAGE 22
Jacques Carlo Chirac (Treasurer) deals with the
management of the Company financial affairs, the Company
cash and funding plans in the region of European.
Number of Meetings in 2005: 1
Annual capital expenditure budget and schedule
approved by the Board of Directors.
Reviews the Corporate 5 year Business Plan, Budget
and detailed operational business and cash strategy.
Reviews the Company pension strategy and performance.
Performs such other functions and exercises such other
powers as may be delegated to it by the Board of Directors
from time to time.
Assesses annually the adequacy of the Finance Committee Charter.
Reports to the Board of Directors about these matters.
Nominating and Governance Committee
Functions:
Establishes criteria for selecting new directors and
the evaluation of the Board.
Develops the corporate governance principles guidelines
to meet the requirement of Corporate Governance, include
Distribution of Annual and Interim Reports, Solicitation of
Company proxy statement; Makes recommendations to
the Board for the selection of Independent Directors,
Organizes the company Audit Committees, Holds a
Shareholder Meetings; Clears the Stockholder Voting
Rights, Rules of the Shareholder Approval, Solves the
conflicts of interest between the shareholders and the
Company, Reviews the issues related with Quorum and
Code of Conduct.
Reviews the charter and composition of each
committee of the Board.
Makes recommendations to the Board for the
adoption of or revisions to the committee charters,
the creation of additional committees or the elimination
of committees.
Number of Members: 11
Xiaobo Lucy Luo (Chair) makes the nominations
or elections of directors; develops the corporate
governance principles guidelines; reviews the charter
and composition of each committee of the Board;
makes recommendations to the Board for the selection
of Independent Directors; Organizes the company
Audit Committees.
George Walker Bush (Chair) establishes criteria
for selecting new directors and the evaluation of the
Board, the nominations or elections of directors;
reviews the corporate governance principles guidelines;
makes recommendations to the Board for the adoption
of or revisions to the committee charters, the creation of
additional committees or the elimination of committees.
Paul Martin (CFO, Chief Financial Officer) deals
with the management of the Company financial affairs.
PAGE 23
Lishan Yong (COO, Chief Operating Officer) deals with
the management of the Company financial, product
and shareholder affairs in P. R. China.
Joseph Lieberman (CLO, Chief Legal Officer) reviews
with the law and specification on management of the
Corporate governance principles guidelines; and
reviews the charter and composition of each committee
of the Board; Makes recommendations to the Board for
the adoption of or revisions to the committee charters,
the creation of additional committees or the elimination
of committees.
Number of Meetings in 2005: 2
Considers the adequacy of the By-Laws and
the Restated Certificate of Incorporation of the Company
and recommends to the Board, as appropriate,
that the Board (i) adopt amendments to the By-Laws,
and (ii) propose, for consideration by the shareholders,
amendments to the Restated Certificate of Incorporation.
Prepares and publishes an annual report of the
Nominating and Governance Committee to be included
in the Company proxy statement.
Considers shareholder suggestions for
nominees for director.
Assesses annually the adequacy of the Nominating
and Governance Committee Charter.
Reports to the Board of Directors about these matters.
CERTIFICATIONS
Apollo Publication Corporation is Ontario Corporation
which register on Ontario and Federal Government of Canada.
Apollo Publication Corporation has own vendor permit
and sales right globally.
Apollo Publication Corporation has own right of Import
and Export world wide.
Apollo Publication Corporation has own right of Financing,
Accounting, Trading, Noting, legal and law, etc.
(The number of certification is confidential and is given only
for properly requirement and purpose.)
PAGE 24
****************INSIDE OF BACK COVER PAGE**************
CORPORATION INFORMATION
CORPORATION CONTACT
1547 York St.
Windsor, ON N8X 1W5
Canada
Tel: (519)252-3518
Fax: (519)967-9577
General Information: Info@APCorps.com
E-mail: E-mail@APCorps.com
Comment: Comment@APCorps.com
**********OUTSIDE OF BACK COVER PAGE************
APC-FRN-001-20050715