Attached files
| file | filename |
|---|---|
| EX-32.2 - EXHIBIT 32.2 SECTION 906 CERTIFICATION - Apollo Acquisition Corp | f10q033118_ex32z2.htm |
| EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - Apollo Acquisition Corp | f10q033118_ex32z1.htm |
| EX-31.2 - EXHIBIT 31.2 SECTION 302 CERTIFICATION - Apollo Acquisition Corp | f10q033118_ex31z2.htm |
| EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - Apollo Acquisition Corp | f10q033118_ex31z1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2018
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition report from ________ to ________
Commission File Number 000-54179
Apollo Acquisition Corporation |
(Exact name of registrant as specified in its charter) |
Cayman Islands |
| N/A |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
800 E. Colorado Blvd., Suite 888 |
Pasadena, CA 91101 |
(Address of principal executive offices) (Zip Code) |
|
(626) 683-9120 |
(Registrant’s telephone number, including area code) |
N/A |
(Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | [ ] | Accelerated filer | [ ] |
Non-accelerated filer | [ ] (Do not check if a smaller reporting company) | Smaller reporting company | [X] |
Emerging growth company | [ ] |
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of May 15, 2018 the issuer has 998,275 ordinary shares, par value $.000128, issued and outstanding.
1
APOLLO ACQUISITION CORPORATION
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018
TABLE OF CONTENTS
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| PART I - FINANCIAL INFORMATION | 3 |
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Item 1. | Condensed Financial Statements (Unaudited) | 3 |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 13 |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 14 |
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Item 4. | Controls and Procedures | 15 |
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| PART II - OTHER INFORMATION | 14 |
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Item 1. | Legal Proceedings | 16 |
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Item 1A. | Risk Factors | 16 |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 16 |
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Item 3. | Defaults Upon Senior Securities | 16 |
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Item 4. | Mine Safety Disclosures | 16 |
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Item 5. | Other Information | 16 |
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Item 6. | Exhibits | 17 |
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| SIGNATURES | 18 |
2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in our Form 10-K for the fiscal year ended June 30, 2017 filed with the SEC on September 28, 2017. All numbers provided in the condensed consolidated unaudited financial statements are stated in United States Dollars. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
TABLE OF CONTENTS
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Condensed Balance Sheets as of March 31, 2018 (unaudited) and June 30, 2017 | 4 |
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Condensed Statements of Operations for the nine month periods ended March 31, 2018 and 2017 (unaudited) | 5 |
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Condensed Statements of Cash Flows for the nine month periods ended March 31, 2018 and 2017 (unaudited) | 6 |
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Notes to the Condensed Financial Statements (unaudited) | 7-12 |
3
Apollo Acquisition Corporation
Condensed Balance Sheets
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| March 31, |
| June 30, |
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| 2018 |
| 2017 |
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| (Unaudited) |
| (Audited) |
ASSETS |
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CURRENT ASSETS |
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Cash | $ | 6,234 | $ | 13,193 |
Total current assets |
| 6,234 |
| 13,193 |
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TOTAL ASSETS | $ | 6,234 | $ | 13,193 |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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CURRENT LIABILITIES |
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Accounts payable | $ | 3,330 | $ | 2,404 |
Accounts payable - related party |
| 215,664 |
| 213,261 |
Accrued expenses |
| 7,070 |
| 7,070 |
Loan from ACI |
| 75,000 |
| 65,000 |
Accrued interest |
| 3,879 |
| 2,352 |
Total current liabilities |
| 304,944 |
| 290,086 |
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SHAREHOLDERS' DEFICIT |
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Preference shares, $0.000128 par value, 781,250 shares authorized, none issued and outstanding as of March 31, 2018 and June 30, 2017, respectively. |
| - |
| - |
Ordinary shares, $0.000128 par value; 39,062,500 shares authorized; 998,275 shares and 998,275 shares issued and outstanding as of March 31, 2018 and June 30, 2017, respectively. |
| 128 |
| 128 |
Additional paid in capital |
| 8,796 |
| 8,796 |
Accumulated deficit |
| (307,634) |
| (285,817) |
Total shareholders' deficit |
| (298,710) |
| (276,893) |
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Total liabilities and shareholders' deficit | $ | 6,234 | $ | 13,193 |
The accompanying notes are an integral part of these condensed financial statements.
4
Apollo Acquisition Corporation
Condensed Statements of Operations
(Unaudited)
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| Three months ended March 31, 2018 |
| Three months ended March 31, 2017 |
| Nine months ended March 31, 2018 |
| Nine months ended March 31, 2017 |
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Revenues | $ | - | $ | - | $ | - | $ | - |
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Expenses |
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Formation, general and administrative expenses |
| 5,580 |
| 6,304 |
| 20,289 |
| 26,723 |
Total operating expenses |
| (5,580) |
| (6,304) |
| (20,289) |
| (26,723) |
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Operating Loss |
| (5,580) |
| (6,304) |
| (20,289) |
| (26,723) |
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Other income and expense |
| - |
| - |
| - |
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Interest expense |
| (553) |
| (395) |
| (1,528) |
| (1,013) |
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Net loss | $ | (6,133) | $ | (6,699) | $ | (21,817) | $ | (27,736) |
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Basic and diluted loss per share | $ | (0.01) | $ | (0.01) | $ | (0.022) | $ | (0.028) |
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Weighted average ordinary shares outstanding |
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- Basic and diluted |
| 998,275 |
| 998,275 |
| 998,275 |
| 998,275 |
The accompanying notes are an integral part of these condensed financial statements.
5
Statements of Cash Flows
(Unaudited)
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| Nine months ended March 31, 2018 |
| Nine months ended March 31, 2017 |
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Operating Activities |
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Net loss | $ | (21,817) | $ | (27,736) |
Changes in operating assets and liabilities |
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Accounts payable |
| 926 |
| 4,904 |
Accounts payable - related party |
| 2,403 |
| - |
Accrued expenses |
| - |
| - |
Accrued interest |
| 1,528 |
| 1,013 |
Net cash used in operating activities |
| (16,959) |
| (21,819) |
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Financing Activities Loan from related party - ACI |
| 10,000 |
| 20,000 |
Net cash provided by financing activities |
| 10,000 |
| 20,000 |
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Net decrease in cash |
| (6,959) |
| (1,819) |
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Cash at beginning of the period |
| 13,193 |
| 11,477 |
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Cash at end of the period | $ | 6,234 | $ | 9,658 |
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Supplemental disclosures of cash flow information: |
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Interest paid | $ | - | $ | - |
Income taxes paid | $ | - | $ | - |
The accompanying notes are an integral part of these condensed financial statements.
6
Apollo Acquisition Corporation
Notes to the Condensed Financial Statements
March 31, 2018
(Unaudited)
Note 1 - Organization, Business and Operations
On September 27, 2006, Apollo Acquisition Corporation (the “Company”) was formed in the Cayman Islands with the objective to acquire or merge with an operating business.
On November 15, 2012, the Company, Access America Fund, L.P. (the “Access America”), and Sword Dancer, LLC, a Nevada limited liability company (the “Sword Dancer”), entered into and closed a Stock Purchase Agreement, whereby the Sword Dancer agreed to purchase from the Access America, 781,250 ordinary shares of the Company’s capital stock, par value $0.000128 per share (“Ordinary Shares”), representing approximately 78.3% of the issued and outstanding Ordinary Shares of the Company, for an aggregate purchase price of $33,334. As a result of the transaction, Sword Dancer became our controlling stockholder.
On March 20, 2013, Sword Dancer sold to Hybrid Kinetic Automotive Holdings, LLC, a Delaware corporation (“Hybrid Kynetic”), in a private transaction exempt from registration under the Securities Act of 1933, as amended, 781,250 Ordinary Shares of the Company, representing all of the shares of the Company held by Sword Dancer, for an aggregate purchase price of $100,000. As a result, Hybrid Kinetic acquired approximately 78.3% of the Company’s common equity.
On February 13, 2015, Hybrid Kinetic sold 781,250 Ordinary Shares of the Company to American Compass, Inc., a California corporation (“ACI”), in a private transaction exempt from registration under the Securities Act of 1933, as amended, for an aggregate purchase price of $781,250. As a result of the transaction, ACI was the beneficial owner of approximately 78.3% of the Company’s issued and outstanding Ordinary Shares.
On February 17, 2015, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Lianyungang HK New Energy Vehicle System Integration Corporation, a company organized under the laws of the People’s Republic of China (“Lianyungang China”), pursuant to which the Company issued 20,000,000 Ordinary Shares of the Company to Lianyungang China at a price of $1.00 per share, for aggregate proceeds equal to $20,000,000. As a result of the transaction, Lianyungang China beneficially owned approximately 95.24% of the Company’s issued and outstanding Ordinary Shares.
On March 18, 2015 (the “TL Effective Date”), the Company entered into a Technology License Agreement (the “TL Agreement”) with Ford Cheer International Limited, a company organized and existing under the laws of Hong Kong (“Ford Cheer”). Under the terms of the Agreement, Ford Cheer granted to the Company an irrevocable, exclusive right and license, including the right to sublicense, certain inventions, technology, know-how, patents and other intellectual property rights regarding the production of materials for use in lithium batteries (the “Licensed Technology”). As consideration for the Licensed Technology, the Company paid to Ford Cheer a one-time fee of $20,000,000. The TL Agreement commenced on the Effective Date and will continue for a term of twenty (20) years.
On March 23, 2015, the Company entered into a Securities Purchase Agreement (the “SPA”) with HK Battery Technology, Inc., a Delaware corporation (the “HK Battery”), to purchase 10,000,000 shares of HK Battery’s common stock, par value of $0.001 per share, at a per share price of $1.00. On June 26, 2015, the parties terminated the SPA.
Effective May 29, 2015, Chuantao Wang, Jianguo Xu, Tim Xia, Junwen Hou, Sijun He, Xiaodong Yan and Vincent Wang all resigned as Directors; Jianguo Xu resigned as Chief Executive Officer; and Chunhua Huang resigned as Chief Financial Officer.
Effective May 29, 2015, Jiafu Wei and Cliff Guan were appointed as Directors of the Company; Jiafu Wei was appointed Chief Executive Officer; Cliff Guan was appointed Chief Financial Officer; Chunhua Huang was appointed Chief Intelligence Officer; and Shuning Luo was appointed Secretary.
On June 22, 2015, the Company established a wholly-owned subsidiary, Apollo Technology Corporation, a Cayman Islands Exempted Company (“Apollo Subsidiary”) and transferred the $20,000,000, representing other intangible assets, to Apollo Subsidiary. On June 26, 2015, the Company entered into a Common Stock Exchange Agreement (the “Exchange Agreement”) with Lianyungang Corporation, a Cayman Islands Exempted Company (“Lianyungang”). Pursuant to the Exchange Agreement, the Company transferred, conveyed and assigned 100% of its equity interest in Apollo Subsidiary to Lianyungang (the “Apollo Subsidiary Transfer”). In exchange for the Apollo Subsidiary Transfer, Lianyungang transferred, conveyed and assigned its 95.26% equity interest in the Company to the Company for cancellation. Upon the closing of the transaction, ACI beneficially owned 78.3% of the Company’s issued and outstanding Ordinary Shares.
7
Apollo Acquisition Corporation
Notes to the Condensed Financial Statements
March 31, 2018
(Unaudited)
Note 1 – Organization, Business and Operations (continued)
Effective as of September 2, 2015, Jiafu Wei resigned as Chief Executive Officer and Director the Company and Jianguo Xu was appointed as Chief Executive Officer and Director of the Company.
Effective as of October 31, 2015, Cliff Guan resigned as Chief Financial Officer of the Company and Jianguo Xu was appointed Chief Financial Officer of the Company.
On November 6, 2015, ACI entered into a Stock Purchase Agreement with Hybrid Kinetic, pursuant to which ACI sold to Hybrid Kynetic 781,250 Ordinary Shares of the Company at a purchase price of $1.00 per share (the “Stock Purchase”). The Stock Purchase was a private transaction exempt from registration under the Securities Act of 1933, as amended. Upon the closing of the Stock Purchase, the Hybrid Kynetic was the beneficial owner of approximately 78.3% of the Company’s issued and outstanding Ordinary Shares. Hybrid Kynetic has not advised the Company of any plans to appoint new directors to the Company’s Board of Directors or to make any changes to the Company’s management or operations.
As of March 31, 2018, the Company had not yet commenced operations. All activity from September 27, 2006, the Company’s date of inception, through March 31, 2018 relates to the Company’s formation. The Company selected June 30 as its fiscal year-end.
The Company, based on its proposed business activities, is a "blank check" company. The Securities and Exchange Commission defines such a company as “a development stage company” as it either has no specific business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and has issued "penny stock", as defined in Rule 3a51-1 under the Securities Exchange Act of 1934. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in its securities, either debt or equity, until the Company concludes a business combination with an operating entity.
The Company was organized to acquire a target company or business seeking the perceived advantages of being a publicly-held company and, to a lesser extent that desires to employ the Company’s funds in its business. The Company’s principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a business combination rather than short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location. The analysis of new business opportunities will be undertaken by or under the supervision of the officers and directors of the Company.
8
Apollo Acquisition Corporation
Notes to the Condensed Financial Statements
March 31, 2018
(Unaudited)
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
These condensed financial statements are presented on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America. The Company also follows the accounting guidelines for accounting for reporting in Development Stage Enterprises in preparing its financial statements. These condensed financial statements should be read in conjunction with the audited financial statements included in our Form 10-K for the year ended June 30, 2017, filed with the Securities and Exchange Commission on September 28, 2017.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Loss per Ordinary Share
Basic loss per ordinary share is based on the weighted effect of ordinary shares issued and outstanding, and is calculated by dividing net loss by the weighted average shares outstanding during the period. Diluted loss per ordinary share is calculated by dividing net loss by the weighted average number of ordinary shares used in the basic loss per share calculation plus the number of ordinary shares that would be issued assuming exercise or conversion of all potentially dilutive ordinary shares outstanding. The Company does not present diluted earnings per share for years in which it incurred net losses as the effect is antidilutive.
As of March 31, 2018 and June 30, 2017, there were no potentially dilutive ordinary shares outstanding.
Income Taxes
Apollo Acquisition Corporation was registered as an Exempted Company in the Cayman Islands, and therefore, is not subject to Cayman Islands income taxes for 20 years from the Date of Inception. While the Company has no intention of conducting any business activities in the United States, the Company would be subject to United States income taxes based on such activities that would occur in the United States.
The Company accounts for income taxes using the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. In assessing the realization of deferred tax assets, management considers whether it is likely that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during periods in which those temporary differences become deductible.
Our financial instruments consist of accounts payable and accrued expenses. We believe the fair value of our payables reflects their carrying amounts.
The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures” for financial assets and liabilities. FASB ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:
9
Apollo Acquisition Corporation
Notes to the Condensed Financial Statements
March 31, 2018
(Unaudited)
Note 2 - Summary of Significant Accounting Policies (continued)
Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
As of March 31, 2018, the Company had other intangible assets that would require measurement on a recurring basis based on this guidance.
Cash
Cash equivalents are comprised of certain highly liquid investments with maturities of three months or less when purchased. The Company's cash is held with local and national banking institutions and subjected to current FDIC insurance limits of $250,000 per banking institution. As of March 31, 2018 and June 30, 2017, the Company bank balances in these bank accounts did not exceed the insured amount. The Company has not experienced any losses related to this concentration of risk. There are no cash equivalents as of March 31, 2018.
Recently Issued Accounting Pronouncements
In June 2014, the FASB issued ASU No. 2014-10, “Development Stage Entities (Topic 915), Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The amendments in this update remove the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholder’s equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The Company’s early adoption of the new standard is not expected to have a material effect on the Company’s financial position or results of operations.
Note 3 - Going Concern
Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.
The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its planned business. Management has plans to seek additional capital through a public or private offering of equity or debt securities, or by other means. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.
There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from the operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might necessary in the event the Company cannot continue in existence.
10
Apollo Acquisition Corporation
Notes to the Condensed Financial Statements
March 31, 2018
(Unaudited)
Note 4 - Related Party Transactions
During the nine month periods ended March 31, 2018 and 2017, ACI paid $2,403 and $0, respectively, in legal fees on behalf of the Company.
As of March 31, 2018 and June 30, 2017, the company had a balance of $215,664 and $213,261, respectively, on Accounts Payable to ACI.
Note 5 - Shareholders’ Deficit
On February 17, 2015, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Lianyungang China, pursuant to which the Company issued 20,000,000 Ordinary Shares of the Company to Lianyungang China at a price of $1.00 per share, for aggregate proceeds equal to $20,000,000. As a result of the transaction, Lianyungang China beneficially owned approximately 95.24% of the Company’s issued and outstanding Ordinary Shares. The shares were be issued to Lianyungang China, a non-US person (as that term is defined in Regulation S of the Securities Act of 1933, as amended (the “Act”)) in accordance with Rule 506 of Regulation D promulgated under the Act, in that the Company did not engage in any general advertisement or general solicitation in connection with the offering of the shares and the Company was available to answer any questions from Lianyungang China. Cash commissions were not paid in connection with the sale of the shares.
On June 22, 2015, the Company transferred $20,000,000, representing other intangible assets, to Apollo Subsidiary. On June 26, 2015, the Company entered into a Common Stock Exchange Agreement (the “Exchange Agreement”) with Lianyungang Corporation, a Cayman Islands Exempted Company (“Lianyungang”). Pursuant to the Exchange Agreement, the Company transferred, conveyed and assigned 100% of its equity interest in Apollo Subsidiary to Lianyungang (the “Apollo Subsidiary Transfer”). In exchange for the Apollo Subsidiary Transfer, Lianyungang transferred, conveyed and assigned its 95.26% equity interest in the Company to the Company for cancellation. Upon the closing of the transaction, ACI beneficially owned 78.3% of the Company’s issued and outstanding Ordinary Shares.
The Company is authorized to issue 39,062,500 Ordinary Shares, par value of $0.000128 per share. As of March 31, 2018, there were 998,275 shares issued and outstanding.
The Company is authorized to issue 781,250 Preference Shares, par value of $0.000128 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of March 31, 2018, there were no Preference Shares issued or outstanding.
Note 6 - Other Intangible Assets
On March 18, 2015 (the “TL Effective Date”), the Company entered into a Technology License Agreement (the “TL Agreement”) with Ford Cheer International Limited, a company organized and existing under the laws of Hong Kong (“Ford Cheer”). Under the terms of the Agreement, Ford Cheer granted to the Company an irrevocable, exclusive right and license, including the right to sublicense, certain inventions, technology, know-how, patents and other intellectual property rights regarding the production of materials for use in lithium batteries (the “Licensed Technology”). As consideration for the Licensed Technology, the Company paid to Ford Cheer a one-time fee of $20,000,000. The TL Agreement commenced on the Effective Date and will continue for a term of twenty (20) years.
On June 22, 2015, pursuant to the Exchange Agreement with Lianyungang, the Company transferred, conveyed and assigned 100% of its equity interest in Apollo Subsidiary to Lianyungang (the “Apollo Subsidiary Transfer”). In exchange for the Apollo Subsidiary Transfer, Lianyungang transferred, conveyed and assigned its 95.26% equity interest in the Company to the Company for cancellation. Upon the closing of the transaction, ACI beneficially owned 78.3% of the Company’s issued and outstanding Ordinary Shares.
As of March 31, 2018 and 2017, the balance of other intangible assets was $0.
11
Apollo Acquisition Corporation
Notes to the Condensed Financial Statements
March 31, 2018
(Unaudited)
Note 7 - Loan from Related Party
On March 18, 2015, the Company issued a Demand Promissory Note to ACI in the principal amount of $5,000 (the “March 2015 Note”) in order to cover the Company’s operating expenses. The March 2015 Note accrued interest equal to three percent (3%) per annum and is due upon demand from ACI.
On June 5, 2015, the Company issued a Demand Promissory Note to ACI in the principal amount of $10,000 (the “June 2015 Note”) in order to cover the Company’s operating expenses. The June 2015 Note accrues interest equal to three percent (3%) per annum and is due upon demand from ACI.
On November 18, 2015, the Company issued a Demand Promissory Note to ACI in the principal amount of $20,000 (the “November 2015 Note”) in order to cover the Company’s operating expenses. The November 2015 Note accrues interest equal to three percent (3%) per annum and is due upon demand from ACI.
On September 9, 2016, the Company issued a Demand Promissory Note to ACI in the principal amount of $10,000 (the “September 2016 Note”) in order to cover the Company’s operating expenses. The September 2016 Note accrues interest equal to three percent (3%) per annum and is due upon demand from ACI.
On January 23, 2017, the Company issued a Demand Promissory Note to ACI in the principal amount of $10,000 (the “January 2017 Note”) in order to cover the Company’s operating expenses. The January 2017 Note accrues interest equal to three percent (3%) per annum and is due upon demand from ACI.
On May 9, 2017, the Company issued a Demand Promissory Note to ACI in the principal amount of $10,000 (the “May 2017 Note”) in order to cover the Company’s operating expenses. The May 2017 Note accrues interest equal to three percent (3%) per annum and is due upon demand from ACI.
On January 12, 2018, the Company issued a Demand Promissory Note to ACI in the principal amount of $10,000 (the “January 2018 Note”, and together with the March 2015 Note, June 2015 Note, November 2015 Note, September 2016 Note, January 2017 Note and May 2017 Note, the “Notes”) in order to cover the Company’s operating expenses. The May 2017 Note accrues interest equal to three percent (3%) per annum and is due upon demand from ACI. The Company will use the proceeds from the Notes to fund the general and administrative expenses of the Company as the Company does not currently generate any revenues.
As of March 31, 2018, the balance of the Notes to ACI was $75,000. The total accrued interest was $3,879 and $2,352 for the quarter ended March 31, 2018 and the year ended June 30, 2017, respectively. The Notes are payable on demand and there is no maturity date. ACI and the Company are related parties.
Note 8 - Securities Purchase Agreements
On February 17, 2015, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Lianyungang China, pursuant to which the Company issued 20,000,000 Ordinary Shares of the Company to Lianyungang China at a price of $1.00 per share, for aggregate proceeds equal to $20,000,000. On March 17, 2015, the transactions contemplated under the Agreement were consummated.
On March 23, 2015, the Company entered into a Securities Purchase Agreement (the “SPA”) HK Battery to purchase 10,000,000 shares of HK Battery’s common stock, par value of $0.001 per share, at a per share price of $1.00. On June 26, 2015, the parties terminated the SPA.
On November 6, 2015, ACI entered into a Stock Purchase Agreement with Hybrid Kinetic, pursuant to which ACI sold to Hybrid Kynetic 781,250 Ordinary Shares of the Company at a purchase price of $1.00 per share.
Note 9 - Subsequent Event
These financial statements were approved by management and available for issuance on May 15, 2018. There have been no subsequent events through this date.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This report contains forward-looking statements. All statements other than statements of historical facts included in this Quarterly Report on Form 10-Q, including without limitation, statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations regarding our financial position, estimated working capital, business strategy, the plans and objectives of our management for future operations and those statements preceded by, followed by or that otherwise include the words "believe," "expects," "anticipates," "intends," "estimates," "projects," "target," "goal," "plans," "objective," "should" or similar expressions or variations on such expressions are forward-looking statements. We can give no assurances that the assumptions upon which the forward-looking statements are based will prove to be correct. Because forward-looking statements are subject to risks and uncertainties including those related to changes in economic conditions, new business opportunities and general financial and business conditions, actual results may differ materially from those expressed or implied by the forward-looking statements.
Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-Q to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the normal course of its public disclosure practices.
Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the condensed financial statements and accompanying notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with the Management's Discussion and Analysis of Financial Condition and Results of Operations and the audited financial statements and accompanying notes included our Annual Report on Form 10-K for the fiscal year ended June 30, 2017, filed with the SEC.
Unless the context otherwise requires, the terms "the Company," "we," "us" and "our" refer to Apollo Acquisition Corporation
OVERVIEW AND RECENT DEVELOPMENTS
We are a development stage company formed solely for the purpose of identifying and entering into a business combination with a privately held business or company, domiciled and operating in an emerging market that is seeking the advantages of being a publicly held corporation whose stock is eventually traded on a major United States stock exchange. We intend to focus on targets located primarily in Asia, South America and Eastern Europe, as we believe that businesses with operating history and growth potential in these locations would benefit significantly from access to the United States capital markets and may offer the potential of capital appreciation stemming from the economic growth in such emerging markets.
Plan of Operation
We have not engaged in any business activities that generate revenue. Our activities to date have been primarily focused upon our formation and raising capital. We have conducted private offerings of our ordinary shares, the proceeds of which we intend to use for payment of costs associated with formation, accounting and auditing fees, legal fees, and costs associated with identifying acquisition targets and completing necessary due diligence. In addition, we expect to incur costs related to filing periodic reports with the Securities and Exchange Commission. We believe we will be able to meet these costs for at least the next 12 months by obtaining loans from our shareholders, management or other investors.
We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.
Change of Control
On February 13, 2015, Hybrid Kinetic sold 781,250 ordinary shares, par value of $0.000128 per share (the "Purchased Shares") of the Company to American Compass, Inc., a California corporation ("ACI"), in a private transaction exempt from registration under the Securities Act of 1933, as amended, for an aggregate purchase price of $781,250. As a result of such transaction, ACI was the beneficial owner of approximately 78.3% of the Company's issued and outstanding ordinary shares.
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On February 17, 2015, the Company entered into a Securities Purchase Agreement (the "Agreement") with Lianyungang 11K New Energy Vehicle System Integration Corporation, a company organized under the laws of the People's Republic of China (the "Investor"), for gross proceeds equal to an aggregate of $20,000,000 in exchange for the issuance of 20,000,000 ordinary shares of the Company, par value of $0.000128 per share (the "Shares"), at a per share price of $1.00. On March 17, 2015, the Company received gross proceeds of $20,000,000 from the Investor and the Company issued the Shares to the Investor. The Shares constitute "restricted securities" within the meaning of Rule 144 of the Securities Act of 1933, as amended, and may not be sold, pledged, or otherwise disposed of by the Purchaser without restriction under the Securities Act and state securities laws.
On June 22, 2015, the Company established a wholly-owned subsidiary, Apollo Technology Corporation, and transferred the $20,000,000 other intangible assets under this subsidiary. On June 26, 2015, the Company entered into a Common Stock Exchange Agreement (the “Exchange Agreement”) with Lianyungang Corporation, a Cayman Islands Exempted Company (“Lianyungang”). Pursuant to the Exchange Agreement, the Company transferred, conveyed and assigned one hundred percent of its equity interest in Apollo Technology Corporation, a Cayman Islands Exempted Company, to Lianyungang (the “Apollo Technology Transfer”). In exchange for the Apollo Technology Transfer, Lianyungang transferred, conveyed and assigned its ninety-five and twenty-six one-hundredths percent (95.26%) equity interest in the Company to the Company for cancellation. Upon closing of the transaction, which took place on June 26, 2015 (the “Exchange Closing Date”), the Company redeemed its ordinary shares, which represented 95.26% of the issued and outstanding ordinary shares just prior to the Exchange Closing Date. As a result, American Compass Inc. owned 78.3% of the Company’s issued and outstanding ordinary shares.
On March 23, 2015 (the "SPA Effective Date"), the Company entered into a Securities Purchase Agreement (the "SPA") with HK Battery Technology, Inc., a Delaware corporation (the "Seller"), to purchase Ten Million shares of the Seller's common stock, par value of $0.001 per share (the "Shares"), at a per share price of $1.00. On June 26, 2015, the parties terminated the SPA.
On November 6, 2015, American Compass, Inc., a California corporation, entered into a Stock Purchase Agreement with Hybrid Kinetic Automotive Holdings, LLC, a Delaware limited liability company (the “Buyer”), to sell to the Buyer 781,250 ordinary shares of stock of the Company at a purchase price of $1.00 per share (the “Stock Purchase”). The Stock Purchase is a private transaction exempt from registration under the Securities Act of 1933, as amended. Upon the closing of the Stock Purchase, the Buyer will be the beneficial owner of approximately 78.3% of the Company’s issued and outstanding ordinary shares.
The Buyer has not advised the Company of any plans to appoint new directors to the Company’s Board of Directors or to make any changes to the Company’s management or operations.
RESULTS OF OPERATIONS
Nine Months Ended March 31, 2018 and March 31, 2017 and Three Months Ended March 31, 2018 and March 31, 2017
We are still in our development stage and have generated no revenues to date.
We incurred general and administrative expenses of $20,289 and $26,723 for the nine months ended March 31, 2018 and 2017, respectively, representing a 24.0% decrease. We incurred general and administrative expenses of $5,580 and $6,304 for the three months ended March 31, 2018 and 2017, respectively, representing a 13.0% decrease. These expenses consisted of legal and other professional fees and operating costs incurred in connection with the day-to-day operation of our business and the preparation and filing of our periodic reports.
Our net loss for the nine months ended March 31, 2018 and 2017 were $21,817 and $27,736, respectively, representing a 21.4% decrease. Our net loss for the three months ended March 31, 2018 and 2017 were $6,133 and $6,699, respectively, representing an 8.7% decrease. The decrease in net loss is primarily attributable to a decrease in operating expenses.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2018, we had a cash balance of $6,234, representing a 52.7% decrease from $13,193 as of June 30, 2017. The Company is actively pursuing merger opportunities as described in the "Overview" Section of Management's Discussion and Analysis.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our Chief Executive and Financial Officer has reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-15(e) or 15d-15(e)) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive and Financial Officer has concluded that our current disclosure controls and procedures provide him with reasonable assurance that they are effective to provide him with timely material information relating to us required to be disclosed in the reports we file or submit under the Exchange Act.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We did not sell any unregistered securities during the nine month period ended March 31, 2018.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
The following exhibits are included with this quarterly report.
Exhibit No. |
| SEC Report Reference Number |
| Description |
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|
|
| * |
| Certification of Principal Executive Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** | |
| * |
| Certification of Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** | |
| * |
| Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | |
| * |
| Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | |
101.INS |
| * |
| XBRL Instance Document*** |
101.SCH |
| * |
| XBRL Taxonomy Extension Schema Document*** |
101.CAL |
| * |
| XBRL Taxonomy Extension Calculation Linkbase Document*** |
101.DEF |
| * |
| XBRL Taxonomy Extension Definition Linkbase Document*** |
101.LAB |
| * |
| XBRL Taxonomy Extension Label Linkbase Document*** |
101.PRE |
| * |
| XBRL Taxonomy Extension Presentation Linkbase Document*** |
* Filed herewith.
** This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
*** Pursuant to Rule 406T of Regulation S-T, this XBRL related information shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| APOLLO ACQUISITION CORPORATION | |
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Date: May 15, 2018 | By: | /s/ Jianguo Xu |
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| Jianguo Xu |
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| Chief Executive Officer and Director |
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Date: May 15, 2018 | By: | /s/ Jianguo Xu |
|
| Jianguo Xu |
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| Chief Financial Officer and Director |
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|
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