U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report: July 7, 2010
APOLLO CAPITAL GROUP,
INC.
(Exact
Name of registrant as specified in its Charter)
Florida
|
001-34296
|
22-3962092
|
||
State
of Incorporation
|
Commission
File No.
|
I.R.S.
Employer
|
||
Identification
No.
|
20900
N.E. 30 th
Ave., 8 th
Floor, Aventura, FL
|
33180
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number ( 786
) 871
- 4858
n/a
(Registrant’s
former name and address)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions below:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240-14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240-13e-4(c))
TABLE
OF CONTENTS
Item No.
|
Description of Item
|
Page No.
|
||
Item
1.01
|
Entry
Into a Material Definitive Agreement
|
1
|
||
Item
2.01
|
Completion
of Acquisition or Disposition of Assets
|
1
|
||
Item
3.02
|
Unregistered
Sale of Securities
|
16
|
||
Item
5.06
|
Change
in Shell Company Status
|
17
|
i
As
used throughout this report, unless the context otherwise requires the terms “
Apollo ,” “ we ,” “ us ,” “the Company ” and “ our Company ” refer to Apollo
Capital Group, Inc. and its subsidiaries.
Item
1.01. Entry Into a Material Definitive Agreement.
On July
7, 2010, Apollo entered into a Share Exchange Agreement (the “Share Exchange Agreement”)
with the shareholders of Celestial Investments Limited (“Celestial Investments”), a
United Kingdom private limited company, including Ciaran S. Kelly, a director of
Apollo and consummated the transaction contemplated thereby. Pursuant to
the Share Exchange Agreement, Apollo acquired all of the outstanding shares of
Celestial Investments’ capital stock from its three shareholders, in exchange
for the issuance to those three shareholders of an aggregate of 6,000,000 shares
of Apollo common stock, (the “Apollo Shares”) including
1,800,000 Apollo Shares, or approximately 7.9% of our currently outstanding
shares to Mr. Kelly (the “Share
Exchange”). The Apollo Shares were issued pursuant to the exemption
from registration afforded by Regulation S under the Securities Act of 1933, as
amended (the “Securities
Act”). Upon completion of the Share Exchange, Celestial Investments
became a wholly-owned subsidiary of Apollo.
Celestial
Investments has been appointed by Celestial Green, Ltd. (“Celestial Green”) as a sales
representative for the sale of carbon credits expected to be generated from
projects to reduce greenhouse gas emissions from deforestation and forest
degradation, which Celestial Green intends to conduct in Brazil. The
initial project covers approximately 10,000 hectares in the Brazilian state of
Rondonia (the “Rondonia
Project”). Humberto Medeiras de Moraes, our Vice President and João
Borges Andrade, one of our directors, are members of Celestial Green’s
management team. Other than Mr. Kelly’s relationship with Celestial
Investments or Messrs. deMoraes’ and Andrade’s relationship with Celestial
Green, there are no other material relationships between our directors and
executive officers and either Celestial Green or Celestial
Investments.
See “Item 2.01. Completion of
Acquisition or Disposition of Assets – Our Business – Celestial
Investments” for a description of the background and terms of Celestial
Investment’s Sales Representative Agreement with Celestial Green.
As
described in “Item 2.01.
Completion of Acquisition or Disposition of Assets – Our Business –
Background” below, following a change in control transaction which
occurred in October 2009, Apollo sought to acquire a business in the mining
and/or reforestation fields. Given the involvement of Messrs. Moraes and
Andrade with Celestial Green and Mr. Kelly with Celestial Investments, in the
late spring of 2010, discussions started among such individuals regarding the
possible acquisition by Celestial Investments by Apollo. Ultimately,
Anthony J. Finn, our Chairman and Chief Executive Officer, negotiated the terms
of the Share Exchange Agreement with Mr. Kelly. The Share Exchange
Agreement was approved by unanimous consent of Apollo’s Board of Directors on
July 7, 2010.
The Share
Exchange did not result in any changes to our board of directors or
management.
Item
2.01. Completion of Acquisition or Disposition of Assets.
The
Transaction
See
“Item 1.01 Entry Into a
Material Definitive Agreement” above for information on the Share
Exchange pursuant to which Apollo acquired all of the outstanding capital stock
of Celestial Investments.
Our
Business
Background
Apollo
was incorporated in the state of Florida on April 12, 2007 under the name “Pop Starz Publishing Corp.” as
a wholly-owned subsidiary of Pop Starz Records , Inc. (“PSR”) and on June 24, 2008
changed its name to “Apollo
Entertainment Group, Inc.” in connection with its spin-off to
shareholders of PSR.
Apollo’s
initial business, which was concluded through its initially wholly-owned
subsidiary, Alpha Music Mfg. Corp. (“Alpha”) was the pressing of
vinyl records, CD/CD Rom duplication and DVD duplication.
On
October 19, 2009, pursuant to a Stock Purchase and Sale Agreement dated October
1, 2009, Mr. Manfred H. Wutzer acquired 15,950,237 shares (or approximately
95.8%) of the Company’s then outstanding common stock from Mrs. Michelle Tucker,
the Company’s then President, Chief Executive Officer, sole director and
principal shareholder (the “Change in Control
Transaction”). Upon consummation of the Change in Control
Transaction, Ms. Tucker resigned from her positions with the Company and new
directors and executive officers were appointed.
In
connection with the Change in Control Transaction, Apollo agreed to distribute
the shares of Alpha it owned, to Apollo’s shareholders of record immediately
prior to the Change in Control Transaction. A registration statement to
effect such spin-off has been filed with the Securities and Exchange Commission
(the “SEC”), but has not
yet been declared effective. Accordingly, until that happens, Alpha Music
is still a subsidiary of Apollo, although its operations and affairs are
controlled by our former shareholders. However, as of the result of
issuance of shares of common stock of Alpha in various transactions between
March and June 2010 as compensation to Alpha’s officers and directors and in
conversion of certain debt owed by Alpha to a former Apollo shareholder, as of
June 30, 2010, we now own less than 50% of the outstanding shares of
Alpha.
Mr.
Wutzer, as the Company’s new majority shareholder and new management, elected to
redirect our business activities into fields related to mining and
reforestation, as they believed this would afford Apollo and its shareholders
greater long-term growth potential. Initially, following completion of the
Change in Control Transaction, Apollo focused its efforts on expanding our
Company’s management and identifying potential business opportunities. On
December 10, 2009, we changed our name to “ Apollo Capital Group, Inc. ”
to better reflect our intended business plan. Ultimately, on July 7, 2010, we
entered into the Share Exchange Agreement and consummated the Share
Exchange.
Celestial
Investments
Through
Celestial Investments, our wholly-owned subsidiary, we will be a sales
representative for the marketing of carbon credits generated by Celestial
Green’s Rondonia Project and possible subsequent environmental conservation
projects in Brazil.
Ciaran
Kelly and Phillip Jett have longstanding relationships in the business and
industrial community of the United Kingdom and Europe, including relationships
with the principals and management of Celestial Green. Accordingly, when
Celestial Green began planning its business to generate and sell carbon credits,
it turned to Messrs. Kelly and Jett for sales and marketing advice, which
ultimately resulted in their agreement to become a sales representative for
Celestial Green. Accordingly, Celestial Investments was formed in November
2008 as a vehicle to serve as a sales representative for Celestial Green and
spent the next year in organizational activities in contemplation of its planned
sales and marketing business. In July 2009, Celestial Green and Celestial
Investments entered into a formal Sales Representative Agreement (the “Sales Representative
Agreement”) pursuant to which Celestial Investments was appointed a sales
representative to market carbon credits to be generated by Celestial Green’s
environmental conservation projects, with no territorial restrictions.
Pursuant to the Sales Representative Agreement, Celestial Investments is
entitled to receive a commission of ten percent (10%) of the sales price of
sales of carbon credits it secures as well as reimbursement of certain out of
pocket expenses. Payments are due to Celestial Investments within thirty
(30) days of receipt by Celestial Green of payments for carbon credits
sold. The Sales Representative Agreement has an indeterminate term, but
may be terminated by either party at any time upon thirty (30) days’ prior
written notice.
Since
commencing its marketing activities in the first quarter of 2010, Celestial
Investments has secured for Celestial Green an option agreement with a supply
chain distributor of carbon solutions to purchase 8,000,000 carbon credits on a
“when issued” basis at a price of $5.25 per carbon credit and a second option
agreement with an investment company in the sustainable and renewable energy
markets to purchase 270,000 carbon credits on a “when issued” basis at a price
of $4.50 per carbon credit. The option agreements are exercisable at any
time prior to the issuance of the carbon credits to Celestial Green, at which
time the parties will enter into a binding purchase and sale agreement.
The purchase price is determined by negotiation between the parties, based on
numerous factors, including market conditions, anticipated timing of issuance
and political and other factors.
As
described in “Methodology of
Issuance” below, it can take between eight (8) months to two (2) years
for carbon credits to be approved and issued for a particular project.
Accordingly, Celestial Investments believes that given this rather lengthy lead
time, it is typical industry practice to sell carbon credits through options or
letters of interest on a “when issued” basis. Celestial Investments has
been advised by Celestial Green, that given the current status of the Rondonia
Project in the validation and verification process, that carbon credits
generated by the Rondonia Project are expected to be issued to Celestial Green
during the second or third quarter of 2011, at which time it is estimated that
sales will be consummated.
2
We intend
to continue to focus our efforts on Celestial Investment’s business activities
and to continue to explore the acquisition of other complementary ventures in
fields relating to mining and/or reforestation, including actual mining
activities and reforestation activities. Although we examine opportunities
from time to time, we presently do not have any such opportunities under
consideration.
Carbon
Credits
A carbon
credit is a generic term meaning that a value has been assigned to a reduction
or offset of greenhouse gas emissions.
Greenhouse
gasses such as carbon dioxide, methane, nitrous oxide, and hydroflurocarbons are
generated through the burning of fossil fuels (coal, oil and natural gas).
In recent years, because of the concern about the adverse effects greenhouses
gasses have on the environment, there have been increasing international
attempts to mitigate the growth of greenhouse gas emissions by imposing “caps”
or quotas for greenhouse gas emissions through treaties such as the Kyoto
Protocol.
Under the
Kyoto Protocol and other agreements, subscribing countries (which does not
include the United States) are allocated quotas of greenhouse gas emissions,
which are in turn allocated by respective governments to individual businesses
who generate greenhouse gasses. Each business is allocated a certain
amount of carbon credits, with each carbon credit allowing the business to
generate one metric ton of greenhouse gasses. In addition, sponsors of
projects designed to reduce greenhouse gas emissions through methods such as
reforestation or the application of newly developed “green” technologies are
similarly given carbon credits which through their sale, can generate funding
for the project.
Carbon
credits are traded internationally, providing businesses with cost effective
options to reduce emissions either by investing in cleaner technology and/or
equipment or by purchasing carbon credits from a business which uses less than
its allocation or a greenhouse gas emission reduction project which generates
carbon credits. Accordingly, several exchanges have developed, principally
in Europe, on which carbon credits are traded, much like stocks, bonds or
commodities. These exchanges are the Chicago Climate Exchange, European
Climate Exchange, Nord Pool, PowerNext and the European Energy
Exchange.
Methodology
of Issuance
Under the
Kyoto Protocol’s Clean Development Mechanism, in addition to carbon generated by
credits direct reduction of greenhouse by operating businesses, carbon credits
can be generated by environmental projects which are designed to reduce or
offset greenhouse gas emissions. When sold in the international market,
carbon credits generated by these “offset projects” provide funding for these
projects, as well as a financial incentive to undertake additional
projects.
The
issuance of carbon credits for a particular offset project typically takes from
eight (8) months to two (2) years. A project sponsor must demonstrate that
its project will meet one of the criteria imposed by international standards for
reductions in greenhouse gas emissions. These include the Voluntary Carbon
Standard (“VCS”), the
Climate, Community and Biodiversity Alliance (“CCBA”) Standard, and the CDM
Gold Standard. These standards are not established by governmental bodies,
but rather by consortiums of research institutions, corporations and
non-governmental associations. Celestial Green has advised us that it
intends to comply with the CCBA and VCS standards with respect to the Rondonia
Project.
Initially,
the sponsor of an offset project begins with a Project Idea Note of “PIN”, which is a brief
overview of the project and the intended environmental and biodiversity
benefits. Depending on which standard is used, the sponsor may be required
to submit the PIN to an approved verifier or validator known as a Designated
Operational Entity (“DOE”). If the PIN is
verified and validated, or if the particular standard used does not require a
PIN, the sponsor then develops and submits to the DOE a Project Design Document
or “PDD” which is an
extensively detailed description of the project setting forth the environmental
effects and anticipated greenhouse gas emission reduction for the project.
Once the DOE verifies and validates the PDD, the number of carbon credits
applied for are issued to the sponsor by one of the independent Brazilian
companies designated by the Brazilian government. The carbon credits are
deposited into the sponsor’s account in one of three international
registries. The sponsor is then free to sell and/or trade the carbon
credits.
3
The Rondonia Project
One
category of offset project is a project which is targeted at Reducing Emissions
from Deforestation and Forest Degradation or REDD. Particularly since the
onset of the Industrial Revolution almost two centuries ago, the earth has
suffered from deforestation and forest degradation, with an increasing amount of
earth’s forests either shrinking or disappearing entirely. This has
occurred for many reasons, including increases in population, commercial use of
timber and conversion of forests to alternative uses, including farming and
mining. As trees and plants are the mechanism by which greenhouse gasses
such as carbon dioxide are recycled by nature into oxygen, continued
deforestation and forest degradation has had a significant adverse impact on
greenhouse gas emissions. Perhaps nowhere is REDD more welcome than in the
ecologically sensitive Brazilian rainforest, which has faced significant human
encroachment, deforestation and degradation in recent years.
REDD
represents, for the first time, a tangible market mechanism to reward forest
conservation, and to fight deforestation one hectare at a time, on purely
economic competitive terms, and thus unleashing the efficiency of market
forces. Forest conservation, however, represents much more than climate
and biodiversity. Forests generate critical ecosystem services related to
maintaining the global water cycle, preventing soil erosion, mitigation regional
changes in weather patterns, etc. Equally important, forests are the homes
and provide the livelihoods to indigenous and other groups who derive their
income and cultural traditions from them. These groups would much prefer
to conserve these forests, but in many cases are unable to compete with
alternative land uses that reward deforestation. Intact forests, however,
should not be synonymous with idle forests. Forest conservation is
compatible with economic uses that do not imply deforestation, such as
sustainable forestry management, ecotourism, bio-prospecting, and many
others. In most cases, however, and without income from carbon markets,
these uses cannot provide, alone, sufficient economic incentives to stop
deforestation.
Celestial
Green is an Irish corporation which intends to generate carbon credits by
sponsoring REDD and other environmental projects in Brazil. Brazil, which
is a signatory to the Kyoto Protocol, has the highest rate of tropical
deforestation in the world. Accordingly, Celestial Green has advised us
that it believes Brazil will be receptive to REDD projects.
Celestial
Green has advised us that to date, it has acquired, leased, or has otherwise
secured the rights to conduct REDD projects on approximately 19.0 million
hectares of land in Brazil. Of this amount, approximately 10,000 hectares
are owned either directly or with joint venture partners and the remaining
18.990,000 hectares are subject to lease or license arrangements.
The
Rondonia Project, which is Celestial Green’s initial REDD project, proposes to
sustainably protect a 10,000 hectare area of primary tropical rain forest, of
very high conservation value, in the state of Rondonia, Brazil, which is on the
western Amazon. The area includes a gold and mineral mining license which
has been issued to Celestial Green for 4,300 hectares of this land.
Celestial Green believes that development of mining operations would have a
catastrophic ecological impact, removing carbon stocks, biodiversity and
ecosystem services across the entire 4,300 hectare area, as well as directly and
indirectly leading to deforestation and degradation in the surrounding 5,700
hectares through associated activities, such as road building.
The
primary aims of the Rondonia Project are as follows:
|
·
|
to
allow the issued mining license to lapse, ensuring that mining does not go
project;
|
|
·
|
to
retain the presently existing closed canopy primary forest in pristine
condition, retaining its current level of stored
carbon;
|
|
·
|
to
take measures to ensure that the forest retains its current levels of
biodiversity and pristine
environment;
|
|
·
|
to
uphold and maintain the identity and culture of the indigenous communities
which currently live in and utilize adjacent areas of forest
land;
|
|
·
|
to
involve the local communities in the project wherever and whenever
possible; and
|
4
|
·
|
to
ensure that the local communities benefit from their participation in the
project by way of financial, medical and educational assistance and
employment opportunities.
|
In order
to ensure long-term protection of the project area, forest protection measures
are expected to be implemented through engagement, training and development of
local community members. Celestial Green has advised us that it will be
working closely with Fundação Ecológica de Amazônia (FEAMA), a foundation
dedicated to the environmental protection of the Amazon region, to ensure that
local communities from the adjacent communities are able to benefit from the
project land in a traditional sustainable manner, through access to resources
within the forest and by sharing in the revenues derived from the carbon
benefits delivered by the Rondonia Project.
Celestial
Green has advised us that it does not require any Brazilian federal, state, or
local governmental approvals for the Rondonia Project.
Celestial
Green has further advised Celestial Investments that if has submitted its PDD
for the Rondonia Project to a DOE for verification and validation and
accordingly, anticipates that process to be completed and carbon credits to be
issued in the second or third quarter of 2011.
Celestial
Green has advised us that a portion of funds generated by the Rondonia Project
are intended to be used to fund subsequent environmental conservation projects
in Brazil.
Marketing
and Sales Activities
The
target purchasers for carbon credits include businesses, principally in various
European countries, who at present find it more economically efficient to
purchase carbon credits to increase their allocation of permissible greenhouse
gas emissions rather than investing capital in acquiring cleaner equipment or
“green” technology. In addition, Celestial Investments markets carbon
credits to investors who resell these carbon credits and to otherwise trade in
the market for such credits. Celestial Investments’ sales and marketing
efforts consist of directly approaching the industrial companies and other
potential buyers through its existing network of business relationships and
contacts.
Celestial
Investments’ sales and marketing activities are overseen by Messrs. Ciaran S.
Kelly and Phillip Jett, its executive officers. In order to avoid the need
for significant infrastructure, including the hiring of numerous employees,
Celestial has contracted with Industry RE, an unaffiliated party, to provide it
with the services of up to three sales representatives. Industry RE is a
London-based sales advisory firm. Pursuant to the agreement with Industry
RE, Celestial Investments will pay to Industry RE a commission equal to 3% of
the sales price of carbon credits it sells and reimburse Industry RE for certain
out-of-pocket expenses. The agreement with Industry RE is terminable by
either party upon 30 days’ written notice.
At
present, the trading market for carbon credits, which is relatively new, is not
regulated. No assurance can be given, however, that the market will not be
so regulated in the future. The market for carbon credits is also impacted
by the extent of environmental regulation imposed by the governments of
industrialized nations. For example, the failure to date by the United
States to enact comprehensive climate control legislation which imposes “caps”
on greenhouse gas emissions, has diminished the attractiveness of purchasing
carbon credits to U.S. businesses.
Celestial
Green will need to comply with its chosen verification standards (VCS/CCBA) in
order to ensure that the Rondonia Project generates the desired carbon
credits. Failure of Celestial Green to do so or any adverse change in the
regulatory scheme governing the issuance of carbon credits may have a material
adverse effect on its business and consequently, that of Celestial
Investments.
Employees
Other
than Ciaran S. Kelly and Phillip Jett, its executive officers, Celestial
Investments currently has no employees. It outsources its personnel needs
to Industry RE pursuant to the agreement described in “ Sales and Marketing Efforts ”
above.
5
Facilities
Celestial
Investments occupies two office suites in Beckenham, Kent, England, which it
leases from a non-affiliated party for £1,250 per month plus VAT pursuant to a
month to month lease. We believe that these premises are adequate for
Celestial Investments’ current and proximate future needs.
Legal
Proceedings
Celestial
Investments is not a party to any legal proceeding.
Risk
Factors
There
are numerous and varied risks, known and unknown, that may prevent us from
achieving our goals. If any of these risks actually occur, out business,
financial condition or results of operations may be materially adversely
affected. In such case, the trading price of our common stock could
decline and shareholders could lose all or part of their
investment.
Risks
Relating to Our Business
Celestial
Investments has an extremely limited operating history.
Since its
formation in November 2008, Celestial Investments has largely focused on
organizational activities and only commenced its marketing and sales efforts for
carbon credits in the first quarter of 2010. To date, Celestial
Investments is a development stage company and has not generated any
revenues. There can be no assurance that we will ever generate significant
revenues from Celestial Investments’ operations or ever operate
profitably.
There
is substantial doubt about Celestial Investments’ ability to continue as a going
concern.
The
opinion of the independent registered public accounting firm on the Celestial
Investments’ December 31, 2009 financial statements states that the financial
statements were prepared assuming Celestial Investments will continue as a going
concern. As discussed therein, Celestial Investments had no revenues and
funded its operations by a loan from one of its former shareholders. These
matters raise substantial doubt about Celestial Investments’ ability to continue
as a going concern. Our plan in regard to these matters is set forth in
the notes to the financial statements. If Celestial Investments does not
generate sufficient revenues from operations, we will be required to secure
alternative financing to fund its business. There can be no assurance that
if needed, such financing will be available, on commercially reasonable terms or
at all.
The
market for trading carbon credits is relatively new and
undeveloped.
The
international market for trading carbon credits is relatively new and
undeveloped. Accordingly, there can be no assurance that the trading
market will fully mature and be sustained. Celestial Investments’ business
may be harmed by any volatility or other adverse developments in the market. In
addition, given the relatively early stage of development of the carbon credit
trading market, Celestial Investments’ experience in the market is
limited.
Celestial
Investments will be wholly-dependent upon its relationship with Celestial Green
and the success of the Rondonia Project for its business success.
As
presently contemplated, Celestial Investments’ sole initial source of revenue
will be commissions from the sale of carbon credits generated by the Rondonia
Project. Accordingly, Celestial Investments will be wholly dependent upon
its relationship with Celestial Green and the success of the Rondonia Project
for its own business success. There can be no assurance that Celestial
Green will be successful in its business efforts, whether in implementing the
Rondonia Project or otherwise. In the event the Rondonia Project is not
successfully implemented, or does generate the anticipated level of carbon
credits or if Celestial Green’s business or financial condition is otherwise
materially adversely impacted, Celestial Investments’ business may be
substantially harmed as well.
6
Moreover,
our agreement with Celestial Green is terminable by either party upon thirty
(30) days’ notice and permits Celestial Green to appoint other sales agents for
carbon credits in direct competition with Celestial Investments. If either
of the foregoing were to occur, our business and results of operations may be
adversely impacted.
We
are dependent on the executive officers of Celestial Investments and our third
party marketing firm for our success.
The
success of Celestial Investments’ marketing efforts is largely dependent on
Ciaran S. Kelly and Phillip Jett, its executive officers. We are not party
to employment agreements with either of these individuals. The loss of
either of their services could have a material adverse effect on our business
and prospects.
In
addition, Celestial Investments has contracted with Industry RE, an unaffiliated
party, to provide it with the services of up to three sales
representatives. The agreement with Industry RE is terminable by either
party upon 30 days’ written notice. Therefore, in the event of a
termination of the agreement by Industry RE, Celestial Investments may be unable
to secure alternative services during such notice period at comparable cost and
accordingly, its business may be harmed by such a termination.
Celestial
Investments’ business may be impacted by regulation.
At
present, the trading market for carbon credits, which is relatively new, is not
regulated. No assurance can be given, however, that the market will not be
so regulated in the future. The market for carbon credits is also impacted
by the extent of environmental regulation imposed by the governments of
industrialized nations. For example, the failure to date by the United
States to enact comprehensive climate control legislation has diminished the
attractiveness of purchasing carbon credits to U.S. businesses.
Celestial
Green will need to comply with its chosen verification standards (CVS/CCBA) in
order to ensure that the Rondonia Project generates the desired carbon
credits. Failure of Celestial Green to do so or any adverse change in the
regulatory scheme governing its planned operations may have a material adverse
effect on its business and consequently, that of Celestial
Investments.
We
may need additional financing to fully implement our business plan.
As noted
above, if Celestial Investments fails to generate revenues as anticipated, we
may require additional financing to fund its operations. Moreover, our
business plan contemplates the acquisition of complementary ventures in fields
related to mining and reforestation. No assurance can be given that we can
successfully identify and consummate any such acquisition. In addition, we
may require additional financing for any such acquisition. Any additional
financing we may obtain may dilute the interests of existing shareholders.
There can be no assurance that additional financing, if needed for any reason,
will be available on commercially reasonable terms or at all. Failure to
secure such financing when needed may materially adversely affect our
operations.
Celestial
Investments will likely face significant competition.
Celestial
Investments will likely face significant competition in the marketing and sale
of carbon credits. Many of Celestial Investments’ competitors may have
more extensive financial resources and industry experience. There can be
no assurance given that Celestial Investments can compete
favorably.
Risks
relating to our common stock
Our
stock price may be volatile.
The
market price of our common stock is likely to be highly volatile and could
fluctuate widely in price in response to various factors, many of which are
beyond our control, including the following:
|
·
|
changes in our
industry;
|
7
|
·
|
competition;
|
|
·
|
our ability to obtain working
capital financing;
|
|
·
|
additions or departures of key
personnel;
|
|
·
|
a limited “public float” which
could result in positive or negative pricing pressure on the market price
for our common stock;
|
|
·
|
our ability to execute our
business plan;
|
|
·
|
operating results that fall below
expectations;
|
|
·
|
loss of our strategic
relationship with Celestial
Green;
|
|
·
|
regulatory
developments;
|
|
·
|
currency fluctuations between the
British Pound (in which Celestial Investments generally does business) and
the U.S. Dollar;
|
|
·
|
economic and other external
factors; and
|
|
·
|
period-to-period fluctuations in
our financial results.
|
In
addition, the securities markets have from time to time experienced significant
price and volume fluctuations that are unrelated to the operating performance of
particular companies. These market fluctuations may also materially and
adversely affect the market price of our common stock.
We
have not paid dividends in the past and do not expect to pay dividends in the
future. Any return on investment may be limited to the value of our common
stock.
We have
never paid cash dividends on our common stock and do not anticipate doing so in
the foreseeable future. The payment of dividends on our common stock will
depend on earnings, financial condition and other business and economic factors
affecting us at such time as our board of directors may consider relevant.
If we do not pay dividends, our common stock may be less valuable because a
return on your investment will only occur if our stock price
appreciates.
There
is currently on a limited and sporadic trading market for our common stock and
we cannot ensure that a liquid market one will ever develop; or be
sustained.
Our
common stock is quoted for trading on the Over-the-Counter Bulletin Board (the “
OTC Bulletin Board ”)
and the Frankfurt Stock Exchange. However, trading of our common stock is
limited and sporadic.
For
companies such as ours whose securities are traded in the OTC Bulletin Board or
on the Frankfurt Stock Exchange, it is more difficult (1) to obtain accurate
quotations, (2) to obtain coverage for significant news events because major
wire services generally do not publish press releases about such companies, and
(3) to obtain needed capital. There can be no assurance that a liquid
market in our common stock will ever develop or be sustained.
8
Our
common stock is deemed a “penny stock,” which makes it more difficult for our
investors to sell their shares.
Our
common stock is subject to the “penny stock” rules adopted under Section 15(g)
of the Exchange Act. The penny stock rules generally apply to companies
whose common stock is not listed on The Nasdaq Stock Market or other national
securities exchange and trades at less than $4.00 per share, other than
companies that have had average revenue of at least $6,000,000 for the last
three years or that have tangible net worth of at least $5,000,000 ($2,000,000
if the company has been operating for three or more years). These rules
require, among other things, that brokers who trade penny stock to persons other
than “established customers” complete certain documentation, make suitability
inquiries of investors and provide investors with certain information concerning
trading in the security, including a risk disclosure document and quote
information under certain circumstances. Many brokers have decided not to
trade penny stocks because of the requirements of the penny stock rules and, as
a result, the number of broker-dealers willing to act as market makers in such
securities is limited. If we remain subject to the penny stock rules for
any significant period, it could have an adverse effect on the market, if any,
for our securities. If our common stock are subject to the penny stock
rules, investors will find it more difficult to dispose of our common
stock.
Availability
for sale of a substantial number of shares of our common stock may cause the
price of our common stock to decline.
If our
shareholders sell substantial amounts of our common stock in the public market,
it could create a circumstance commonly referred to as an “overhang” and in
anticipation of which the market price of our common stock could fall. The
existence of an overhang, whether or not sales have occurred or are occurring,
also could make more difficult our ability to raise additional financing through
the sale of equity or equity-related securities in the future at a time and
price that we deem reasonable or appropriate.
Unavailability
of Rule 144
Because
Apollo has been deemed to be a “shell” company by the SEC Staff, the exemption
from registration for resale of securities into the public market pursuant to
Rule 144 under the Securities Act will not be available until August 25, 2011
(one year from the original filing date of this Current Report on Form
8-K). Accordingly, this adversely impacts the liquidity of all restricted
shares of our common stock.
Directors,
Executive Officers and Corporate Governance
Director and Executive
Officers
The Share
Exchange did not result in any changes to our board of directors or
management.
The name,
age and positions of our directors and executive officers are set forth
below.
Name
|
Age
|
Positions
|
||
Anthony
J. Finn
|
51
|
Chairman
of the Board, Chief Executive Officer and Director
|
||
Sigfried
M. Klein
|
49
|
President
|
||
Humberto
Medeiros de Moraes
|
66
|
Vice
President
|
||
Ramon
Cachafeiro Troitiño
|
66
|
Secretary-Treasurer
|
||
João
Borges Andrade
|
67
|
Director
|
||
Thorsten
Barth
|
40
|
Director
|
||
Ciaran
Sheamus Kelly
|
|
46
|
|
Director
|
Anthony J. Finn became Chief
Executive Officer of our Company on October 19, 2009, upon consummation of the
Change in Control Transaction and Chairman of the Board and a Director on July
15, 2010. Mr. Finn has been self employed as a financial consultant to
clients in the United Kingdom and Brazil for the last ten (10) years. We
believe that his financial experience makes him a valuable asset to our
Company.
9
Sigfried M. Klein became
President of our Company on October 19, 2009, upon consummation of the Change in
Control Transaction. Mr. Klein holds a German Banking License issued by
the Chamber of Commerce & Industry in Darmstadt, Germany. Since 2004,
Mr. Klein, who is based in Aventura, Florida, has acted as a private investment
advisor focused primarily on international commercial real estate investment
projects. We believe that his banking and real estate experience makes him
a valuable asset to our Company.
Humberto Madieros de Moraes
became Vice President of our Company on March 25, 2010. Since 1989, Mr. de
Moraes has served as Chief Executive Officer of Capital Merchant Bank, a Sao
Paolo, Brazil-based merchant banking firm. We believe that his merchant
banking experience makes him a valuable asset to our Company.
Ramon Cachafeiro Troitiño
became Secretary-Treasurer of our Company on March 25, 2010. For at least
the past eight (8) years, Mr. Troitiño has been the Managing Director of MAK,
S.A., a Spanish-based investment advisory firm. He has a background as an
economist. We believe that his experience in the field of economics makes
him a valuable asset to our Company.
João Borges Andrade became a
director of our Company on March 25, 2010. Mr. Andrade has for the past
fifteen (15) years been the Managing Director of TLT Marketing, S.A., a Lisbon,
Portugal-based market research firm. Mr. Andrade is an economist with a
specialization in market strategies. We believe that his experience in
economics, investments and finance makes him a valuable asset to our
Company.
Thorsten Barth became a
director of our Company on March 25, 2010. Mr. Barth has for the past six
(6) years been the Managing Director of Deweg Investments AG, a private
investment firm based in Zug, Switzerland. His background is in
banking. We believe that his experience in banking and investments makes
him a valuable asset to our Company.
Ciaran Sheamus Kelly became a
director of our Company on March 25, 2010. Mr. Kelly has for the past
eight (8) years been the President of Moreline, Ltd., a London, England-based
computer leasing company. We believe that his business experience makes
him a valuable asset to our Company.
Control
Person
Upon
consummation of the Change in Control Transaction, Mr. Manfred H. Wutzer
acquired 95.8% of our outstanding common stock (61.6% as of October31, 2010 as
the result of a private sale of 2,000,000 shares and dilution arising from the
Share Exchange) and therefore may be deemed to be a “control
person.” Mr. Wutzer, 61, is the owner of International
Investment & Commerce, S.A., a company involved in the design and marketing
of investment products. A resident of Palma de Mallorca, Spain, Mr. Wutzer
was educated at the University of Cologne in Germany, where he received both
Bachelor of Arts and Master of Business Administration degrees.
Involvement
in Legal Proceedings
Neither
our directors, executive officers nor our control person has been the subject of
any order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company, or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.
Neither
our directors, executive officers nor our control person has been convicted in
any criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding that is currently pending.
Neither
our directors, executive officers nor our control person are the subject of any
pending legal proceeding.
Family
Relationships
There are
no family relationships among our directors, executive officers and control
person.
10
Compensation
of Directors
Out
bylaws provide that, unless otherwise restricted by our certificate of
incorporation, our board of directors has the authority to fix the compensation
of directors. The directors may be paid their expenses, if any, related to
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
our director. Out bylaws further provide that no such payment will
preclude any director form serving our Company in any other capacity and
receiving compensation therefore. Further, members of special or standing
committees may be given compensation for attending committee meetings. At
present, none of our directors receive compensation for their
services.
Terms
of Directors and Executive Officers
All of
our directors serve until the next annual meeting of shareholders and until
their successors are elected by shareholders and qualified, or until their
earlier death, retirement, resignation or removal. Currently, our board of
directors consists of four (4) persons. Out bylaws authorized the board of
directors to designate from among its members one or more committees and
alternate members thereof, as they deem desirable, each consisting of one or
more of the directors, with such powers and authority (to the extend permitted
by law and these bylaws) as may be provided in such resolution. We do not
currently have any standing committees. Executive officers serve at the
pleasure of the board of directors.
Board
Committees and Independence
We
presently do not have any committees of the board of directors, but intend to
establish audit, compensation and nominating and corporate governance committees
as we transition into a fully operating company. Our board of directors
has determined that each of its current members is “independent” within the
meaning of the applicable rules and regulations of the SEC.
Compensation
Consultants
Neither
our board of directors nor management of our Company has engaged outside
compensation consultants.
Governance
Structure
The
Company has chosen to separate the chief executive officer and chairman of the
board positions. Further, all four (4) members of the Company’s board of
directors are independent. We believe that this is the most appropriate
leadership structure for the Company.
Board
of Directors Role in Risk Oversight
The board
of directors has periodic meetings with management and the Company’s independent
auditors to perform risk oversight with respect to the Company’s internal
control processes. The Company’s board of directors is comprised entirely
of independent directors. The Company believes that the board of
director’s role in risk oversight does not materially affect the leadership
structure of the Company.
Code
of Ethics
We have
adopted a code of ethics that applies to all of our executive officers,
directors and employees. The code of ethics codifies the business and
ethical principles that govern all aspects of our business. This document
will be made available in print, free of charge, to any shareholder requesting a
copy in writing from our Secretary at our executive offices in Aventura,
Florida.
Section
16(a) Beneficial Ownership Reporting Compliance
Section16(a)
of the Securities Exchange Act of 1934, as amended, requires our directors,
executive officers and persons who own more than 10% of a registered class of
our equity securities to file reports of ownership of, and transactions in, our
equity securities with the SEC. Such directors, executive officers and 10%
shareholders also are required to furnish us with copies of all Section 16(1)
reports they file.
11
Based on
a review of the copies of such reports and the written representations of such
reporting persons, we believe that all Section 16(a) filing requirements
applicable to our directors, executive officers and 10% shareholders were
complied with during the year ended December 31, 2009.
Summary
Executive Compensation Table
The
following table sets forth certain information concerning the compensation paid
to our Chief Executive Officer and our other executive officers during the
periods described below.
Name and Principal
Position
|
Year
|
Salary
|
Stock
Awards
|
Opinion
Awards
|
All Other
Compensation
|
Total
Compensation
|
||||||||||||||||
Anthony
J. Finn
|
2009
|
- | - | - | - | - | ||||||||||||||||
Chief
Executive Officer (1)
|
||||||||||||||||||||||
Sigfried
M. Klein
|
2009
|
- | - | - | - | - | ||||||||||||||||
President
(1)
|
||||||||||||||||||||||
Joerg
W. Linder
|
2009
|
- | - | - | - | - | ||||||||||||||||
Secretary-Treasurer
(2)
|
||||||||||||||||||||||
Michelle
Tucker
|
2009
|
- | - | - | - | - | ||||||||||||||||
Former
President and COO (3)
|
2008
|
$ | 12,000 | $ | 12,000 |
(1)
|
Messrs.
Finn and Klein assumed their positions on October 19, 2009 upon
consummation of the Change in Control
Transaction.
|
(2)
|
Mr.
Linder resigned from his positions in February
2010.
|
(3)
|
Ms.
Tucker resigned as an executive officer and director of the Company
effective October 19, 2009, upon consummation of the Change in Control
Transaction.
|
Employment
Agreement and Compensation Arrangements
Effective
October 19, 2009, the Company entered into an “at will” employment agreement
with Sigfried M. Klein, which provides for a monthly salary of
$3,000.
We are
not party to an employment agreement with any of our other executive
officers.
It is
anticipated that Messrs. Ciaran S. Kelly and Phillip Jett, the executive
officers of Celestial Investments, will be compensated on a commission only
basis for their services. While the precise terms of such arrangements are
still under negotiation, it is anticipated that commission rates will be
comparable to industry norms.
Director
Compensation
Directors
of the Company are not compensated for the services as such, although the board
of directors reserves the right to implement a compensation plan for
non-employee directors in the future.
Outstanding
Equity Awards at Fiscal Year-End
None.
12
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth information with respect to the beneficial ownership
of our common stock as of October 31, 2010 for:
|
·
|
each of our directors and
executive officers;
|
|
·
|
all of our directors and
executive officers as a group;
and
|
|
·
|
any other beneficial owner of
more than five percent (5%) of our outstanding common
stock.
|
Directors and Executive Officers (1)
|
Shares
Beneficially
Owned
|
Percentage
|
||||||
Anthony
J. Finn
|
0 | 0 | ||||||
Sigfried
M. Klein
|
0 | 0 | ||||||
Humberto
Medeiros de Moraes
|
0 | 0 | ||||||
Ramon
Cachafeiro Troitiño
|
0 | 0 | ||||||
João
Borges Andrade
|
0 | 0 | ||||||
Thorsten
Barth
|
0 | 0 | ||||||
Ciaran
Sheamus Kelly
|
1,800,000 | 7.9 | % | |||||
All
directors and executive officers as a group (7 persons)
|
1,800,000 | 7.9 | % | |||||
5% or greater beneficial holders
(1)
|
||||||||
Manfred
H. Wutzer
|
13,950,237 | 61.6 | % | |||||
Eurospaininvest,
P.L. (2)
|
2,000,000 | 8.8 | % |
(1)
|
The address of each director,
executive officer and 5% or greater beneficial owner is c/o the Company,
20900 N.E. 30 th Avenue, 8 th Floor, Aventura, FL
33180.
|
(2)
|
Mr. Dieter Huhn is the majority
owner and sole officer of Eurospaininvest,
P.L.
|
Certain
Relationships and Related Transactions
Certain Relationships
Prior to
consummation of the Change in Control Transaction, the former principal
shareholder, certain former officers and their respective affiliates advanced
funds to Alpha and us for working capital purposes. These funds aggregated
approximately $67,000. On December 2, 2009, these advances were converted
into promissory notes issued by Alpha bearing interest at an annual rate of
eight percent (8%) per annum. These notes are convertible into shares of
Alpha’s common stock at the rate of $0.01 per share and mature on December 1,
2011.
Subsequent
to consummation of the Change in Control Transaction, we have relied on a loan
in the amount of $100,000 made in February 2010 by Eurospaininvest, S.L., a
principal shareholder and guaranteed by Manfred H. Wutzer, another principal
shareholder, to meet our capital needs. The loan is due and payable in
February 2013, together with interest at the rate of five percent (5%) per
annum. The loan may be repaid at any time. There can be no assurance
that any of our principal shareholders or any members of management and our
board of directors or any of their respective affiliates will make any future
loans to meet our working capital needs.
In April
2010, Manfred H. Wutzer sold 2,000,000 shares of our common stock held by him to
Eurospaininvest, S.L., a private investment banking firm owned by Dieter Huhn,
for $200,000 in a private transaction.
13
Ciaran S.
Kelly, who was a 30% shareholder of Celestial Investments, is a director of
Apollo. Mr. Kelly received 1,800,000 shares of our common stock in the
Share Exchange. In addition, Mr. Kelly advanced approximately $26,000 to
Celestial Investments to fund its operations. In connection with the
consummation of the Share Exchange, Mr. Kelly contributed such advances to the
capital of Celestial Investments.
Humberto
Medeiros de Moraes, Apollo’s Vice President and João Borges Andrade, a director
of Apollo, are members of Celestial Green’s management team.
Board
Independence
Our board
of directors has determined that each of its current members is “independent”
within the meaning of the applicable rules and regulations of the
SEC.
Conflicts
Relating to Directors and Executive Officers
To date,
we do not believe that there are any conflicts of interest involving our
directors or executive officers.
With
respect to transactions involving real or apparent conflicts of interest, we
have adopted policies and procedures which require that: (i) the fact
of the relationship or interest giving rise to the potential conflict be
disclosed or known to the directors who authorize or approve the transaction
prior to such authorization or approval, (ii) the transaction be approved by a
majority of our disinterested directors, and (iii) the transaction be fair and
reasonable to us at the time it is authorized or approved by our
directors.
Market
for Common Equity and Related Stockholder Matters
Market for Common Stock
Our
common stock has been quoted on the OTC Bulletin Board since June 24, 2009,
originally under the symbol “APEN” and since March 30, 2010 under the symbol
“APLI.” The trading in our common stock is extremely limited and
sporadic. The following table sets forth for the periods indicated, the
high and low prices for our common stock as reported by the OTC Bulletin
Board. The prices represent inter-dealer quotations without retail
mark-up, mark-down or commissions and may not represent actual
transactions.
Quarter Ended
|
High
|
Low
|
||||||
December
31, 2009
|
$ | .60 | $ | .60 | ||||
March
31, 2010
|
$ | .60 | $ | .60 | ||||
June
30, 2010
|
$ | .95 | $ | .95 | ||||
September
30, 2010
|
$ | .90 | $ | .90 |
We may
also seek to list our common stock for trade on various European stock
exchanges, such as the Frankfurt and Berlin stock exchanges. There can be
no assurance that we can do so or that if we do so, that a regular and sustained
trading market for our common stock will develop on those
exchanges.
Holders
As of
October 31, 2010, there were seventy (70) holders of record of our common
stock.
Dividends
We have
not declared any cash dividends on its common stock since our Company’s
inception and do not anticipate doing so in the foreseeable
future.
14
Securities
Authorized for Issuance Under Equity Compensation Plans
We have
not established any equity compensation plan. Prior to consummation of the
Change in Control Transactions, we were party to agreements with four
individuals whereby they received shares of our common stock pursuant to their
employment and directors agreements. During the year ended December 31,
2009, no shares of common stock were issued to such individuals.
Description
of Securities
Common
Stock
We have
100,000,000 shares of common stock, $.001 par value authorized, of which
22,644,659 shares are issued and outstanding.
Voting
Rights
Holders
of common stock have the right to case 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 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
Articles of Incorporation.
Dividends
There are
no restrictions in our Articles 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
and Options
There are
no outstanding options or warrants.
Transfer
Agent
Our
transfer agent is Pacific Stock Transfer Company, 4045 South Spencer Street,
Suite 403, Las Vegas, Nevada 89119.
Management’s
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 within the meaning of the Private Securities Litigation Reform
Act. 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. You should not assume that the information
contained in this report is accurate as of any date other than the date of this
report. Changes to the information contained in this report may occur
after that date and the Company does not undertake any obligation to update the
information unless required to do so by law.
15
General
Celestial
Investments is a development stage company which intends to act as a selling
agent in the United Kingdom and Ireland for carbon credits generated by the
Rondonia Project to be conducted by Celestial Green.
Results
of Operations
Six
months ended June 30, 2010.
Celestial
Investments did not have any revenues during the six months ended June 30,
2010. Expenses during the six months ended June 30, 2010 were $7,853
(representing general and administrative expenses). As a result, Celestial
Investments incurred a net loss of $7,853 during the six months ended June 30,
2010.
Year
ended December 31, 2009 as compared to period from November 30, 2008 (Inception)
through December 31, 2008.
Celestial
Investments did not have any revenues during 2009 or the period from November
20, 2008 (Inception) to December 31, 2008. Expenses during 2009 were
$18,610 (representing general and administrative expenses) as compared to $0
during the prior period. As a result, Celestial Investments incurred a net
loss of $18,610 during 2009 as compared to $0 during the 2008
period.
Liquidity
and Capital Resources
To date,
Celestial Investments’ capital needs have been met through advances from Ciaran
S. Kelly, a principal shareholder, which aggregated approximately $26,000.
In connection with consummation of the Share Exchange, Mr. Kelly contributed
such advances to the capital of Celestial Investments.
Celestial
Investments believes that it will ultimately be able to fund its planned
operations through cash flow generated from commissions on the sale of carbon
credits, which sales are expected to start closing during 2011. However,
as noted in the Financial Statements of Celestial Investments, there is
substantial doubt of the ability of Celestial Investments to continue as a going
concern without the receipt of revenues or additional financing. We
estimate that it will cost approximately $7,500 to $10,000 per month to
fund Celestial Investments business pending receipt of revenues. It is
anticipated that such funding will come from short-term loans from Apollo’s
principal shareholders, although no definitive agreements with respect thereto
have been entered into to date. There can be no assurance that the
additional financing needed to fund operations will be secured from any source
or on commercially reasonable terms.
Item
3.02. Unregistered Sale of Securities.
Apollo
Apollo at
various dates since its incorporation and until consummation of the Share
Exchange, we issued a total of 6,000,000 unregistered shares of common stock as
follows:
Date
|
No. of Shares
|
Name
|
Consideration
|
||||||
|
4,800,000 |
Pop
Starz Records, Inc.
|
$ | 4,800 | |||||
300,000 |
Linford
Ellis
|
Services
|
(1) | ||||||
300,000 |
Kathleen
Ellis
|
Services
|
(1) | ||||||
600,000 |
Jeffrey
Collins
|
Services
|
(1) |
(1)
|
All
shares of stock issued were issued pursuant to employment and consulting
agreements entered into between the respective shareholder and
Alpha.
|
16
All the
foregoing shares of common stock were issued pursuant to the exemption from
registration afforded under Section 4(2) of the Securities Act.
See “
Item 1.01. Entry into a
Material Definitive Agreement ” above with respect to the 6,000,000
shares of our common stock issued to Celestial Investment’s three shareholders
under the Share Exchange pursuant to the exemption afforded by Regulation S
under the Securities Act.
Celestial
Investments
Celestial
Investments was incorporated in November 2008, where it issued one ordinary
share to its three shareholders. In 2010, it effected a 100 for 1 stock
split. All such issuances were exempt from registration under the
Securities Act pursuant to Regulation S thereunder as neither Celestial
Investments nor its shareholders were “U.S. Persons,” and all such assurances
occurred abroad.
Item 5.06.
|
Change in Shell Company
Status.
|
As a
result of the consummation of the Share Exchange, we believe that we are no
longer a shell company as that term is defined in Rule 405 of the Securities Act
of 1933 and Rule 12b-2 of the Securities Exchange Act of 1934.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
APOLLO
CAPITAL GROUP, INC.
|
||
Dated:
November 4, 2010
|
||
By:
|
/s/ Sigfried M.
Klein
|
|
Sigfried
M. Klein, President
|
17