ITEM 1. BUSINESS
General
We are a development stage company formed under the laws of the Cayman Islands on September 27, 2006, 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 raising capital. We have conducted private offerings of our ordinary shares, the proceeds of which we use for payment of costs associated with accounting and auditing fees, legal fees, identifying acquisition targets and completing necessary due diligence. In addition, we 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.
Narrative Description of Business
Although we have not identified or entered into any agreements with a potential target business to date, 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 could benefit significantly from access to the United States capital markets and may offer the potential of capital appreciation stemming from economic growth in such emerging markets.
The analysis of business opportunities will be undertaken by or under the supervision of our officer and directors who will have a large amount of flexibility in seeking, analyzing and participating in potential business opportunities. In our efforts to analyze potential acquisition targets, we will consider the following kinds of factors:
Potential for growth, indicated by new technology, anticipated market expansion or new products;
Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
Strength and diversity of management, either in place or scheduled for recruitment;
Capital requirements and anticipated availability of required funds;
The extent to which the business opportunity can be advanced;
The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and
Other relevant factors.
In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. If necessary, we will retain third party consultants to aid us in our evaluation of potential targets, provided that we have the necessary capital available.
We anticipate that the selection of a business combination will be complex and extremely risky. In addition, we believe that as a result of general economic conditions, shortages of available capital, the attractiveness of obtaining access to United States capital markets, and the perceived benefits of becoming a publicly traded company, that there may be numerous firms seeking business combination partners such as ourselves, thus adding to the complexity.
Competition
In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. There are numerous blank check companies that have gone public in the United States that have significant financial resources, that are seeking to carry out a business plan similar to our business plan. Furthermore, there are a number of additional blank check companies that are still in the registration process or are about to file registration statements, both under the Securities and Exchange Act and under the Securities Act. Additionally, we may be subject to competition from other companies looking to expand their operations through the acquisition of a target business. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors.
While we believe there may be numerous potential target businesses that we could acquire with our currently available funds, our ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business.
Our management believes, however, that our status as a reporting entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities having a similar business objective as ours in acquiring a target business with significant growth potential on favorable terms. We also believe that because we are incorporated in the Cayman Islands we may be attractive from a tax perspective to potential targets operating outside of the United States, as the majority of non-operating companies that are seeking reverse merger candidates are incorporated in the United States, which potentially adds an additional layer of taxation.
Further, if we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.
Forms of Acquisition
The structure of a potential business combination, either through an acquisition or a merger, will depend upon a number of factors, including the nature of the target entity’s ownership structure, its business structure and the relative negotiating strengths of the parties to the transaction. It is our intention to structure a business combination so that the consideration we offer the owners of the target company consists primarily of ordinary shares. Such a structure provides the benefit of conserving our capital, but has the potential drawback of resulting in our current shareholders no longer having control of a majority of our voting ordinary shares following such a transaction.
If a business combination is structured as an acquisition, we may be able to structure the transaction so that the vote or approval by our shareholders is not required. If a business combination is structured as merger, then we may be required to call a shareholders' meeting and obtain the approval of the holders of a majority of the outstanding ordinary shares. The necessity to obtain such shareholder approval may result in delay and additional expense in the consummation of any proposed transaction and may also give rise to certain appraisal rights to dissenting shareholders. Accordingly, we will seek to structure any such transaction so as not to require shareholder approval.
We currently anticipate that we will be able to effect only one business combination, due primarily to our limited financing, and the dilution of interest for present and prospective shareholders, which is likely to occur if we offer our ordinary shares to obtain a target business. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.
Employees
We presently have no employees apart from our officers. Our officers are engaged in outside business activities and anticipate that they will devote to our business very limited time until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.
We intend to hire additional management and other support personnel when we have reached a point in our proposed growth that would allow for such employment. In the interim, we will rely upon consultants to assist us in identifying and investigating acquisition opportunities.
Enforceability of Civil Liabilities
We are incorporated in the Cayman Islands because our management believes that incorporation in the Cayman Islands offer a number of benefits, including, but not limited to, the following:
political and economic stability;
an effective judicial system;
a favorable tax system;
the absence of exchange control or currency restrictions; and
the availability of professional and support services.
However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include:
a less developed body of securities laws as compared to the United States and significantly less protection to investors; and
Cayman Islands companies may not have standing to sue before the federal courts of the United States.
We have been advised that there is uncertainty as to whether the courts of the Cayman Islands would:
recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or
entertain original actions brought in the Cayman Islands or China against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.
We have been advised that a final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable, other than a sum payable in respect of taxes, fines, penalties or similar charges, may be subject to enforcement proceedings as a debt in the courts of the Cayman Islands under the common law doctrine of obligation.
Reports to Security Holders
We are required to file annual, quarterly and current reports and other information with the SEC. You may read and copy any reports, statement or other information that we file with the SEC at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (202) 551-8090 for further information on the public reference room. These SEC filings are also available to the public from commercial document retrieval services and at the Internet site maintained by the SEC at http://www.sec.gov.
ITEM 1A.
ITEM 1A. RISK FACTORS
AN INVESTMENT IN OUR ORDINARY SHARES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE DECIDING TO INVEST IN OUR COMPANY. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS FOR GROWTH WOULD LIKELY SUFFER. AS A RESULT, YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT IN OUR COMPANY.
We are a development stage company with no operating history and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objective.
Because we are a development stage company with no operations and/or functions to date, you will have no basis upon which to evaluate our ability to achieve our business objective, which is to acquire an operating business. We have not conducted any negotiations regarding acquisitions and we have no current plans, arrangements or understandings with any prospective acquisition candidates.
We are dependent on the ability of management to locate, attract and effectuate a suitable acquisition candidate; management intends to devote only a limited amount of time to seeking a target company.
The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of an identified business opportunity. We cannot assure you that we will be successful in locating candidates with established operating histories. In the event we complete a business combination with a privately held company, the success of our operations may be dependent upon management of the successor firm and numerous other factors beyond our control. While seeking a business combination, management anticipates devoting no more than a few hours per week to the Company’s affairs. Our officers have not entered into written employment agreements with us and are not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.
There is no public market for our ordinary shares.
There is no public trading market for our ordinary shares and none is expected to develop unless and until, among other things, we complete an acquisition, file a selling shareholder registration statement under the Securities Act, and such ordinary shares are accepted for trading on a trading medium in the United States, the occurrence of any of which no assurances can be given when, if, or ever.
Because of our limited resources and intense competition for private companies suitable for an acquisition of the type contemplated by management, we may not be able to consummate an acquisition on suitable terms, if at all.
We expect to encounter intense competition from other entities having business objectives similar to ours. The highly competitive market for the small number of business opportunities could reduce the likelihood of consummating a successful business combination. Many of the entities that we will be in competition with are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.
We have no agreements for a business combination or other transaction.
We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. Management has not identified any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.
Management intends to devote only a limited amount of time to seeking a target company which may adversely impact our ability to identify a suitable acquisition candidate.
While seeking a business combination, management anticipates devoting no more than a few hours per week to the Company's affairs in total. Our officer has not entered into a written employment agreement with us and is not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.
The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.
Target companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.
Our business will have no revenues unless and until we merge with or acquire an operating business.
We are a development stage company and have had no revenues from operations. We may not realize any revenues unless and until we successfully merge with or acquire an operating business. Further, we anticipate that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention require the expenditure of significant financial resources. If we decide not to participate in a specific business opportunity, or if we fail to consummate a business combination, the costs incurred by us related to a transaction may result in the loss of the related costs incurred.
We may require additional funds in order to operate a business that we acquire.
Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. If we obtain a business that requires additional capital that we cannot provide, it could have a material adverse effect on our business and could result in the loss of your entire investment.
We expect to issue additional ordinary shares in a merger or acquisition, which will result in substantial dilution.
Our Memorandum of Association authorizes the issuance of a maximum of 39,062,500 ordinary shares. Any merger or acquisition effected by us may result in the issuance of additional securities without shareholder approval and may result in substantial dilution in the percentage of our ordinary shares held by our then existing shareholders.
We have not conducted any market research or identified business opportunities, which may affect our ability to identify a business to merge with or acquire.
We have neither conducted nor have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our shareholders.
We cannot assure you that, following a business combination with an operating business, our ordinary shares will be listed on NASDAQ or any other securities exchange.
Following a business combination, we may seek the listing of our ordinary shares on NASDAQ or another stock exchange. However, we cannot assure you that following such a transaction, we will be able to meet the initial listing standards of either of those or any other stock exchange, or that we will be able to maintain a listing of our ordinary shares on either of those or any other stock exchange. After completing a business combination, until our ordinary shares are listed on the NASDAQ or another stock exchange, we expect that our ordinary shares would be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the “pink sheets,” where our shareholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our ordinary shares. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule, imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our ordinary shares, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.
Our shareholders may face different considerations in protecting their interests because we are incorporated under Cayman Islands law.
Our corporate affairs are governed by our Memorandum and Articles of Association, by the Companies Law (as revised) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of Cayman Islands. The common law in the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands and from English common law, the decisions of whose courts are of persuasive authority but are not binding on a court in the Cayman Islands. Cayman Islands law relating to the right of shareholders and the fiduciary duties of our directors may not be as established and may differ from provision under statutes or judicial precedent in existence in jurisdictions in the United States. As a result, our public shareholders may have more difficulty in protecting their interests in actions against the management, directors or our controlling shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.
Judgments against us may be difficult or impossible to enforce in foreign jurisdictions.
We are a Cayman Islands company and a substantial majority of our assets are located outside the U.S. In addition, a majority of our directors and officers reside outside the U.S. As a result, it may not be possible to effect service of process within the U.S. upon such persons, including with respect to matters arising under U.S. or foreign securities or other applicable laws. There is uncertainty as to whether the courts of the Cayman Islands, Hong Kong or China would recognize or enforce judgments of United States courts obtained against us or such persons based upon the civil liability provisions of the securities laws of the United States, or be competent to hear original actions based upon these laws. In addition, any judgments obtained in the U.S. against us, including judgments predicated on the civil liability provisions of the securities laws of the United States or any state thereof, may be not collectible within the U.S. Moreover, China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts within the U.S., Japan or most western countries. Hong Kong has no arrangement for the reciprocal enforcement of judgments within the U.S. As a result, if you intend to enforce a judgment obtained in the U.S. against our assets located outside the U.S., such judgment may be subject to re-examination of the merits of the action by a foreign court and face additional procedures and other difficulties which would not be required for enforcement of such judgment in the U.S. Enforcing such judgments may be difficult or impossible.
If we effect a business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.
We intend to effect a business combination with a company located outside of the United States. If we do so, we could be subject to special considerations and/or risks associated with companies operating in the target business’ home jurisdiction, including any of the following:
rules and regulations or currency conversion or corporate withholding taxes on individuals;
tariffs and trade barriers;
regulations related to customs and import/export matters;
longer payment cycles;
tax issues, such as tax law changes and variations in tax laws as compared to the United States;
currency fluctuations;
challenges in collecting accounts receivable;
cultural and language differences; and
employment regulations.
We cannot assure you that we would be able to adequately address these additional risks. If we were unable to do so, our operations, and those of the business that we acquired, could be materially adversely affected.
If we effect a business combination with a company located outside of the United States, the laws applicable to such company will likely govern all of our material agreements and we may not be able to enforce our legal rights.
If we effect a business combination with a company located outside of the United States, the laws of the country in which such company operates will govern almost all of the material agreements relating to its operations. We cannot assure you that the target business will be able to enforce any of its material agreements or that remedies will be available in this new jurisdiction. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. Additionally, if we acquire a company located outside of the United States, it is likely that substantially all of our assets would be located outside of the United States and some of our officers and directors might reside outside of the United States. As a result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities laws.
Authorization of Preference Shares.
Our Memorandum of Association authorizes the issuance of up to 781,250 preference shares with designations, rights and preferences determined from time to time by our board of directors. Accordingly, our board of directors is empowered, without shareholder approval, to issue preference shares with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of our ordinary shares. In the event of issuance, the preference shares could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our Company. Although we have no present intention to issue any preference shares, we cannot assure you that we will not do so in the future.
We may become a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. investors.
Based on the nature of our business, we do not expect to be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for our current taxable year. However, whether or not we are a PFIC for any taxable year will be based in part on the character of our income and assets and the value of our assets from time to time, which will be based in part on the trading price of our ordinary shares, once they commence trading, which may be volatile. Accordingly, it is possible that we may be a PFIC for any taxable year. If we were treated as a PFIC for any taxable year during which a U.S. investor held an ordinary share, certain adverse U.S. federal income tax consequences could apply to the U.S. investor.
If we effect a business combination with a United States corporation we could face adverse tax effects under the United States tax laws.
Although we currently intend to focus on Asia, South America and Eastern Europe for potential business combination targets, if we were to effect a business combination with a U.S. corporation, such a combination could subject us to potentially adverse tax effects as a result of changes made to the U.S. Internal Revenue Code of 1986, as amended, by the American Jobs Creation Act of 2004 relating to the treatment of domestic business entities which expatriate from the United States to a foreign jurisdiction. These new provisions generally apply to the direct or indirect acquisition of substantially all of the properties of a domestic enterprise by a foreign corporation if there is at least 60% or 80% of continuing share ownership in the successor foreign entity by the former stockholders of the U.S. corporation and substantial business activities are not conducted in the jurisdiction in which such successor is created or organized. In the event we effected a business combination with a U.S. corporation, and were subsequently subject to these new rules, it could cause us to lose certain tax benefits, which could make the transaction more expensive to us, which could have an adverse effect on our operations.
If we are deemed to be a controlled foreign corporation, or CFC, we may be subject to certain U.S. income tax risks associated with the CFC rules under the U.S. Internal Revenue Code of 1986, as amended.
We will be considered a CFC for any year in which our United States shareholders that each own (directly, indirectly or by attribution) at least 10% of our voting shares (each a “10% U.S. Holder”) together own more than 50% of the total combined voting power of all classes of our voting shares or more than 50% of the total value of our shares. If we were classified as a CFC, such classification would have many complex results, one of which is that if you are a 10% U.S. Holder on the last day of our taxable year, you will be required to recognize as ordinary income your pro rata share of certain of our income (including both ordinary earnings and capital gains) for the taxable year, whether or not you receive any distributions on your ordinary shares during that taxable year.
If we are deemed to be a CFC in the future, these rules would then apply to holders of our ordinary shares. Accordingly, U.S. persons should consider the possible application of the CFC rules before making an investment in our ordinary shares.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
ITEM 2. PROPERTIES
We do not own or rent any property. We utilize the office space and equipment of our officers and directors at no cost.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
We know of no material active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our ordinary shares have not been listed for trading on the OTC Bulletin Board or on any stock exchange and we do not anticipate applying for listing on any exchange until after such time that we have completed a business acquisition.
Holders
As of September 28, 2017, there were approximately 449 record holders of 998,275 ordinary shares.
Dividends
We have not paid any cash dividends to date and we do not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize available funds for development of our business.
Recent Sales of Unregistered Securities
We did not sell any unregistered securities during the fiscal year ended June 30, 2017.
Securities Authorized for Issuance under Equity Compensation Plans
As of June 30, 2017, we had no securities authorized under equity compensation plans and we do not intend to have an equity compensation plan prior to the completion of a business combination.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Disclosure Regarding Forward Looking Statements
Statements, other than historical facts, contained in this Annual Report on Form 10-K, including statements of potential acquisitions and our strategies, plans and objectives, are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Although we believe that our forward looking statements are based on reasonable assumptions, we caution that such statements are subject to a wide range of risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are important factors that could cause actual results to differ materially from the forward looking statements, including, but not limited to; the effect of existing and future laws, governmental regulations and the political and economic climate of the United States; the effect of derivative activities; and conditions in the capital markets. We undertake no duty to update or revise these forward-looking statements.
When used in this Form 10-K, the words, "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of important reasons.
General
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 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 accounting and auditing fees, legal fees, identifying acquisition targets and completing necessary due diligence. In addition, we 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.
Results of Operations
Year ended June 30, 2017, compared to Year Ended June 30, 2016
Operating Expenses
Because we currently do not have any business operations, we have not had any revenues during the period of inception through June 30, 2017. Total expenses for the year ended June 30, 2017 increased from $26,844 for the year ended June 30, 2016 to $32,156 for the year ended June 30, 2017. The primary reason for this increase was an increase in professional fees related to general and administrative services.
Liquidity and Capital Resources
As of June 30, 2017, we have a cash balance of $13,193. The Company is actively pursuing merger opportunities as described in the “General” Section of Management’s Discussion and Analysis.
Assuming we do not complete a business combination, we anticipate needing approximately $50,000 in order to effectively execute our business plan over the next 12 months. If we are unable to raise the funds, we will seek alternative financing through means such as borrowings from institutions or private individuals. There can be no assurance that we will be able to keep costs from being more than these estimated amounts or that we will be able to raise such funds. We expect that we will seek additional financing in the future. However, we may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to seek a buyer for our business or another entity with which we could create a joint venture. If all of these alternatives fail, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.
Our independent auditor has expressed doubt about our ability to continue as a going concern and believes that our ability is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 3 of our financial statements.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Recently Issued Accounting Pronouncements
We have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
Contractual Obligations
None.
ITEM 7A.
ITEM 7A. QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS
The financial statements of the Company, including the notes thereto and report of the independent auditors thereon, are included in this report as set forth in the “Index to Financial Statements.” See for Index to Financial Statements.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
As of June 30, 2017, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Management's Report on Internal Control Over Financial Reporting.
Our management is also responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Our internal control over financial reporting includes those policies and procedures that:
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
As of June 30, 2017, our management conducted an assessment of the effectiveness of the Company's internal control over financial reporting. In making this assessment, management followed an approach based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management has determined that the Company's internal control over financial reporting was effective as of June 30, 2017.
This Annual Report on Form 10-K does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.
Changes in Internal Controls.
There have been no changes in our internal controls over financial reporting during our most recent fiscal year that has materially affected or is reasonably likely to materially affect our internal controls.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Officers and Directors
Our officers and directors and additional information concerning them are as follows:
Name
Age
Position
Date of Election or Appointment
Jianguo Xu
President, Chief Executive Officer, Chief Financial Officer Director
September 2, 2015
Yung Yeung
Chairman of the Board
May 17, 2013
Chunhua Huang
Chief Investment Officer,
Vice Chairman of the Board
May 17, 2013
Shuning Luo
Secretary
May 29, 2015
Zhengshan Li
Director
May 17, 2013
Xiao Chen
Director
May 17, 2013
Business Experience
Jianguo Xu - Mr. Xu has been Vice President of Global Sourcing at Hybrid Kinetic Group since April 2010. Prior to joining Hybrid Kinetic, from January 2007 until March 2010, Mr. Xu was Engineering Manager of Magna Closures Group, an operating division of Magna International, and, from March 2001 through December 2006, he was Magna’s Senior Design Engineer. Magna International designs, develops and manufactures automotive systems, assemblies, modules and components, and engineers and assembles complete vehicles, primarily for sale to original equipment manufacturers of cars and light trucks in North America, Europe, Asia, South America and Africa. Mr. Xu holds a Bachelor Degree in Engineering from Huazhong University in China and a Master Degree of Science in Engineering from Shanghai Jiaotong University in China. Mr. Xu previously served as the Company’s Chief Executive Officer and Director from May 17, 2013 until May 29, 2015.
Yung Yeung - Dr. Yeung has been serving as the Chairman of Hybrid Kinetic Group Limited since October 1997. Prior to this, Dr. Yeung was the Chairman, Chief Executive Officer and President of Brilliance China Automotive Holdings Limited and also the Chairman and President of Shenyang Jinbei Passenger Vehicle Manufacture Co., Ltd. from September 1992 to June 2002. Dr. Yeung has served as a director of the John Hopkins University Center - Nanjing University Centre for Chinese and American Studies since October 2002. Dr. Yeung is a well-known, highly successful automotive industrialist with over 18 years’ experience in the automobile industry, as well as a pioneering international financier from China, which makes him a perfect addition to the Company’s board of directors. Dr. Yeung holds a Ph.D. in Economics from the China’s Southwest University of Finance & Economics.
Chunhua Huang - Dr. Huang has been serving as the Deputy Chairman of Hybrid Kinetic Group Limited since June 2010. Dr. Huang is also the Vice-Chairman of Hybrid Kinetic Motors Corporation, a wholly-owned subsidiary of Hybrid Kinetic Group Limited, a position he has held since April 2009. Dr. Huang had been the Vice-Chairman of Hybrid Kinetic Group Limited between November 2002 and October 2007 and its Chief Financial Officer between August 2000 and September 2004. Dr. Huang has also been an independent non-executive director of China Rare Earth Holdings Ltd. since 2001. Dr. Huang was among the first generation China equity analysts with in-depth knowledge about China’s automotive and the transport infrastructure sectors, was a pioneering financier for China’s first wave of private companies going public in Hong Kong during 1999 and 2001, all of which makes him particularly well-suited to serve as a member of Company’s board of directors. Dr. Huang holds a Bachelor’s of Economics Degree from Wuhan University in China, and an MBA and Ph.D. in Marketing (focus on corporate strategy) from the University of Strathclyde in Scotland.
Shuning Luo - Mr. Luo holds a Bachelor’s Degree and a Master’s Degree from Tsinghua University, the PRC and a Master’s degree from the University of Southern California, in the United States. Mr. Luo is currently the Secretary of Angstron Holdings Corporation, and a system analyst of Hybrid Kinetic Motors Corporation.
Zhengshan Li - Mr. Li has served as a Director of the Hybrid Kinetic Group Limited since June 2010. He has been the Executive Assistant to Dr. Yeung Yung, the Chairman of Hybrid Kinetic Group Limited since June 2003, and the Deputy General Manager of the PRC investment division of the Company since June 2003. He is currently Director of certain subsidiaries of the Company. He is responsible for corporate coordination and business development of the Hybrid Kinetic Group Limited in China. Mr. Li’s experience in the previously described capacities makes him particularly well-suited to serve on the Company’s board of directors. Mr. Li holds a M.A. Degree in English Language and Literature from Shanghai International Studies University in China.
Xiao Chen - Mr. Chen has been serving as the deputy manager of the investment department of Hybrid Kinetic Group Limited since April 2008, and the general manager of Tianjin HK Capital Company Ltd, which is a subsidiary of HK Group since January 2010. Mr. Chen is responsible for Hybrid Kinetic Group Limited’s investment projects in China, such as exploiting potential investment targets, business negotiation and capital operation, as well as the financial management and capital planning in China. Prior to working for Hybrid Kinetic Group Limited, Mr. Chen worked in Brilliance Auto Group from July 1994 through December 2001, undertaking the securities investment and project investment, and served as the Chief Financial Officer in Medipharm Biotech Pharmaceutical Shanghai Limited from April 2005 through March 2008. Mr. Chen has extensive financial and management experience, which makes him extremely qualified to serve as a director on the Company’s board of directors. Mr. Chen has a Bachelor’s Degree in Investment Management from Shanghai University of Finance and Economics.
Each of our directors is elected by holders of a majority of the ordinary shares to serve for a term of one year and until his successor is elected and qualified, which is generally at the annual meeting of shareholders. Officers serve at the will of the board, subject to possible future employment agreements which would establish term, salary, benefits and other conditions of employment. No employment agreements are currently contemplated.
Significant Employees
We have no employees other than our officers.
Family Relationships
We currently do not have any officers or directors of our company who are related to one another.
Involvement in Certain Legal Proceedings.
There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of our Company during the past five years.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires our directors, executive officers and persons who own more than 10% of our ordinary shares to file reports of ownership and changes in ownership of our ordinary shares with the Securities and Exchange Commission. Directors, executive officers and persons who own more than 10% of our ordinary shares are required by Securities and Exchange Commission regulations to furnish to us copies of all Section 16(a) forms they file.
Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners are current as of June 30, 2017.
Code of Ethics
We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, because of the small number of persons involved in the management of the Company.
Board Committees
Our board of directors has no separate committees and our board of directors acts as the Audit Committee and the Compensation Committee. We do not have a qualified financial expert serving on our board of directors.
Shareholder Communications
Currently, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, no security holders have made any such recommendations.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
We have made no provisions for paying cash or non-cash compensation to our officers and directors. No salaries are being paid at the present time and no compensation will be paid unless and until our operations generate sufficient cash flows.
The table below summarizes all compensation awarded to, earned by, or paid to our named executive officers for all services rendered in all capacities to us in our last two most recently completed fiscal years.
Summary Compensation Table
Non-Equity
Nonqualified
Stock
Option
Incentive Plan
Deferred
All Other
Name and principal
Salary
Bonus
Awards
Awards
Compensation
Compensation
Compensation
Total
Position
Year
($)
($)
($)
($)
($)
Earnings ($)
($)
($)
Jianguo Xu(1)
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
Chunhua Huang(2)
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
Shuning Luo(3)
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
(1) Jianguo Xu served as our Chief Executive Officer from May 17, 2013 until May 29, 2015, was appointed President on May 17, 2013, and was re-appointed Chief Executive Officer of September 2, 2015. Mr. Xu was appointed Chief Financial Officer on October 31, 2015.
(2) Chunhua Huang served as our Chief Financial Officer and Treasurer from June 14, 2013 until May 29, 2015 and was appointed Chief Investment Officer on May 29, 2015.
(3) Shuning Luo was appointed Secretary on May 29, 2015.
We have not paid any salaries to our directors and officers as of the date of this report. We do not anticipate beginning to pay salaries until we have adequate funds to do so. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officer and director other than as described herein.
Outstanding Equity Awards at Fiscal Year-End
There were no grants of stock options since inception to the date of this report.
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
Our board of directors has not adopted a stock option plan. We have no plans to adopt a stock option plan, but may choose to do so in the future. If such a plan is adopted, this may be administered by the board of directors or a committee appointed by the board of directors (the “Committee”). The Committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. We may develop an incentive based stock option plan for our officer and director and may reserve up to 10% of our outstanding ordinary shares for that purpose.
Compensation of Directors
Our directors are not compensated by us for acting as such. There are no arrangements pursuant to which our directors are or will be compensated in the future for any services provided as a director.
We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase our ordinary shares as awarded by our board of directors.
The table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us through the end of the most recently completed fiscal year.
Director Compensation
Name
Fees Earned or Paid in Cash
($)
Stock Awards
($)
Option Awards
($)
Non-Equity Incentive Plan Compensation
($)
Change in Pension Value and Non-Qualified Deferred Compensation Earnings
($)
All Other Compensation
($)
Total
($)
Jianguo Xu
−
−
−
−
−
−
−
Yung Yeung
−
−
−
−
−
−
−
Chunhua Huang
−
−
−
−
−
−
−
Zhengshan Li
−
−
−
−
−
−
−
Xiao Chen
−
−
−
−
−
−
−
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security ownership of certain beneficial owners.
The following table sets forth certain information as of the date hereof regarding the beneficial ownership of our ordinary shares by (i) each person who, to our knowledge, owns more than 5% of our ordinary shares, (ii) each of our directors and the persons who were included as our “Named Executive Officers” in the Summary Compensation Table of this Annual report on Form 10-K for the fiscal year ended June 30, 2016, and (iii) all of our executive officers and directors as a group. Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power. Ordinary shares subject to options, warrants, or other rights currently exercisable, or exercisable within 60 days of the date hereof, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other person. As of the date of this report, we had 998,275 ordinary shares issued and outstanding.
Unless otherwise noted, the address for each of the persons listed below is: c/o Apollo Acquisition Corporation, 800 E. Colorado Blvd., Suite 888, Pasadena, CA 91101.
* Less than 1%
(1) Commonwealth Investments LLC is the Manager of Hybrid Kinetic Automotive Holdings, LLC. Jimmy Wang is the Manager of Commonwealth Investments, LLC and is deemed to have voting and investment control over these shares.
(2) David Richardson is the owner and the President of Mid-Ocean Consulting Ltd. and is deemed to have voting and investment control over these shares.
Change in Control
On November 6, 2015, American Compass, Inc., a California corporation (the “Seller”), entered into a Stock Purchase Agreement with Hybrid Kinetic Automotive Holdings, LLC, a Delaware limited liability company (the “Buyer”), pursuant to which the Seller sold to the Buyer 781,250 ordinary shares of stock (“Ordinary Shares”) of the Company for a purchase price of $1.00 per Ordinary Share (the “Stock Purchase”). The Stock Purchase is a private transaction exempt from registration under the Securities Act of 1933, as amended (the “Act”).
Upon the closing of the Stock Purchase, the Buyer became the beneficial owner of approximately 78.3% of the Company’s issued and outstanding Ordinary Shares. The Ordinary Shares constitute “restricted securities” within the meaning of Rule 144 of the Act and may not be sold, pledged, or otherwise disposed of by the Buyer without restriction under the Act and applicable state securities laws.
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.
The Company was a shell company immediately before the change in control, and remains a shell company following the change in control. The disclosure required by Item 5.01(a)(8) of Form 8-K was previously filed with the Securities and Exchange Commission in (a) the Company’s Registration Statement on Form 10, filed on November 11, 2010, as amended on January 7, 2011, and January 31, 2011; as supplemented and updated by (b) the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012; (c) the Company’s Current Report on Form 8-K filed on November 16, 2012; and (d) the information contained in this Report.
Securities Authorized For Issuance Under Equity Compensation Plans
We do not presently maintain any equity compensation plans and have not maintained any such plans since our inception.
We have no plans to adopt a stock option plan, but may choose to do so in the future. If such a plan is adopted, this may be administered by the board of directors or a committee appointed by the board of directors. The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. We may develop an incentive based stock option plan for our officer and director and may reserve up to 10% of our outstanding ordinary shares for that purpose.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
There have been no transactions since the start of our last fiscal year, or any currently proposed transactions in which we are, or plan to be, a participant and in which any related person had or will have a direct or indirect material interest.
Our board of directors does not have any policies or procedures that it follows in connection to transactions it undertakes with related parties. The determination of any policies or procedures will be made after we consummate a business combination.
Director Independence
We intend to quote our securities on the OTC Bulletin Board which does not have any director independence requirements. Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our board of directors with regard to this definition.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The aggregate fees billed to us by our principal accountants for professional services rendered during the years ended June 30, 2017 and June 30, 2016 are set forth in the table below:
(1) Audit fees consist of fees incurred for professional services rendered for the audit of consolidated financial statements, for reviews of our interim consolidated financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.
(2) Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements, but are not reported under “Audit fees.”
(3) Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.
(4) All other fees consist of fees billed for all other services.
Pre-Approval of Services
We do not have an audit committee. As a result, our board of directors performs the duties of an audit committee. Our board of directors evaluates and approves in advance the scope and cost of the engagement of an auditor before the auditor renders the audit and non-audit services. We do not rely on pre-approval policies and procedures.
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
Financial Statement Schedules
All financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
The following exhibits are included as part of this report:
Exhibit No.
SEC Report Reference No.
Description
3.1
3.1
Memorandum and Articles of Association(1)
3.2
3.2
Minutes of Shareholder meeting authorizing consolidation of ordinary shares(1)
31.1
*
Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
31.2
*
Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
32.1
*
Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2
*
Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as 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***
(1) Filed with the Securities and Exchange Commission on January 31, 2011, as an exhibit, numbered as indicated above, to Amendment No. 2 to the Company’s Registration Statement on Form 10-12G/A (file no. 000-54179), which exhibit is incorporated herein by reference.
* 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.
*** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.
APOLLO ACQUISITION CORPORATION
Dated: September 28, 2017
By:
/s/ Jianguo Xu
Jianguo Xu
President, Chief Executive Officer, Chief Financial Officer, Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Name
Title
Date
*
President, Chief Executive Officer, Chief Financial Officer, Director
September 28, 2017
Jianguo Xu
*
Chairman of the Board
September 28, 2017
Yung Yeung
*
Chief Investment Officer and Vice Chairman of the Board
September 28, 2017
Chunhua Huang
*
Secretary
September 28, 2017
Shuning Luo
*
Director
September 28, 2017
Zhengshan Li
*
Director
September 28, 2017
Xiao Chen
* Jianguo Xu, by signing his name hereto, does hereby sign this report on behalf of the directors of the Registrant above whose typed names appear, pursuant to powers of the attorney executed by such directors and filed with the Securities and Exchange Commission.
By: /s/ Jianguo Xu
Jianguo Xu,
Attorney-in-Fact
Apollo Acquisition Corporation
PAGE
Report of Independent Registered Public Accounting Firm
Balance Sheets as of June 30, 2017 and 2016
Statements of Operations for the years ended June 30, 2017 and 2016
Statements of Shareholders’ Deficit for the years ended June 30, 2017 and 2016
Statements of Cash Flows for the years ended June 30, 2017 and 2016
Notes to Financial Statements
Apollo Acquisition Corporation
Balance Sheet
June 30,
June 30,
ASSETS
CURRENT ASSETS
-
Cash
$
13,193
$
11,477
Total current assets
13,193
11,477
Total assets
$
13,193
$
11,477
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable
$
2,404
$
-
Accounts payable - related party
213,261
213,261
Accrued expenses
7,070
7,070
Loan from ACI
65,000
35,000
Accrued interest
2,352
Total current liabilities
290,086
256,214
SHAREHOLDERS' DEFICIT
Preference shares, $0.000128 par value, 781,250 shares authorized, non-issued and outstanding
−
−
Ordinary shares, $0.000128 par value; 39,062,500 shares authorized; 998,275 shares issued and outstanding as of June 30, 2017 and June 30, 2016
Additional paid in capital
8,796
8,796
Accumulated deficit
(285,817)
(253,661)
Total stockholders’ deficit
(276,893)
(244,737)
Total liabilities and stockholders’ deficit
$
13,193
$
11,477
The accompanying notes are an integral part of these financial statements
Apollo Acquisition Corporation
Statements of Operations
For Year Ended
For Year Ended
June 30,
June 30,
Revenues
$
−
$
−
Expenses
Formation, general and administrative expenses
30,688
26,024
Total operating expenses
(30,688)
(26,024)
Other income and expenses
Interest Expense
(1,468)
(820)
Net loss
$
(32,156)
$
(26,844)
Basic and diluted loss per share
$
(0.03)
$
(0.03)
Weighted average ordinary shares outstanding
- Basic and diluted
998,275
998,275
The accompanying notes are an integral part of these financial statements
Apollo Acquisition Corporation
Statements of Shareholders’ Deficit
The accompanying notes are an integral part of these financial statements.
Apollo Acquisition Corporation
Statements of Cash Flows
For Year Ended
For Year Ended
June 30,
June 30,
Cash flows from operating activities
Net profit (loss)
$
(32,156)
$
(26,844)
Changes in operating assets and liabilities
Accounts payable
2,404
−
Accounts payable - related party
−
11,501
Accrued expenses
−
−
Accrued interest
1,468
Net cash used in operating activities
(28,284)
(14,523)
Financing activities
Loan from ACI
30,000
20,000
−
−
Net cash provided by financing activities
30,000
20,000
Net increase (decrease) in cash
1,716
5,477
Cash and cash equivalents at beginning of the year
11,477
6,000
Cash and cash equivalents at end of the year
$
13,193
$
11,477
The accompanying notes are an integral part of these financial statements.
Apollo Acquisition Corporation
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2017
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 “Seller”), and Sword Dancer, LLC (the “Purchaser”) entered into and closed a Stock Purchase Agreement, whereby the Purchaser agreed to purchase from the Seller, 781,250 ordinary shares of the Company’s capital stock, par value $0.000128 per share, 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 this transaction, the Purchaser became our controlling stockholder.
On March 20, 2013, Sword Dancer, LLC, a Nevada limited liability company (“Sword Dancer”) sold to Hybrid Kinetic Automotive Holdings, LLC, a Delaware corporation (“Hybrid Kinetic”), in a private transaction exempt from registration under the Securities Act of 1933, as amended, 781,250 Ordinary Shares of $0.000128 par value 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 Automotive Holdings, LLC, a Delaware limited liability company (“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.
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 (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. The closing of the transactions contemplated under the Agreement are expected to occur on or before March 16, 2015.
As a result of such transaction closing, the Investor will be the beneficial owner of approximately 95.24% of the Company’s issued and outstanding ordinary shares.
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 applicable state securities laws.
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 (“Licensor”). Under the terms of the Agreement the Licensor grants to the Company an irrevocable exclusive right and license, including the right to sublicense, the certain inventions, technology, know-how, patents and other intellectual property rights regarding the production of materials for use in lithium batteries (the “License Technology”). As consideration for the license granted under the Agreement, the Company will pay to the Licensor a one-time fee of $20,000,000 within thirty (30) days of the TL Effective Date. The agreement will commence on the Effective Date and will continue for a term of twenty (20) years.
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 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, ACI owned 78.3% of the Company’s issued and outstanding ordinary shares.
Upon the closing of the transaction contemplated above, which took place on June 26, 2015 (the “Closing”), the Company redeemed shares of its common stock (“Shares”), which represented ninety-five and twenty-six one hundredths percent (95.26%) of the issued and outstanding Shares just prior to the Closing. ACI now holds seventy-eight and three tenths percent (78.30%) of the Company’s issued and outstanding Shares.
On November 6, 2015, ACI 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 was a private transaction exempt from registration under the Securities Act of 1933, as amended. Upon the closing of the Stock Purchase, the Buyer was 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.
As of June 30, 2016, the Company had not yet commenced operations. All activity from September 27, 2006 ("Date of Inception") through June 2016 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.
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 and reporting in Development Stage Enterprises in preparing its financial statements.
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 June 30, 2017 and June 30, 2016, 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.
Fair Value of Financial Instruments
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:
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 June 30, 2017, the Company had no assets 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 June 30, 2017 and 2016, 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 June 30, 2017.
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.
Note 4 - Related Party Transactions
During the years ended June 30, 2017 and 2016, the Company incurred legal and auditing costs paid by an affiliate company, ACI, Inc., equal to $0 and $11,501, respectively. As of June 30, 2017 and 2016, the Company has a balance of $213,261 and $213,261 in Accounts Payable to ACI, respectively.
Note 5 - Shareholders’ Deficit
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 (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 June 26, 2015, Apollo Acquisition Corporation (the “Company”) entered into a Common Stock Exchange Agreement (the “Agreement”) with Lianyungang Corporation, a Cayman Islands Exempted Company (“Lianyungang”). Pursuant to the Agreement, the Company transferred, conveyed and assigned one hundred percent (100%) 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.
The Shares will be issued to the Investor, 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 the Investor. Cash commissions will not be paid in connection with the sale of the Shares.
The Company is authorized to issue 39,062,500 Ordinary Shares, par value of $0.000128 per share. As of June 30, 2017, there are 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 June 30, 2017, there were no Preference Shares issued or outstanding.
Note 6 - Other Intangible Assets
On March 18, 2015 (the "Effective Date"), the Company entered into a Technology License Agreement (the "Agreement") with Ford Cheer International Limited, a company organized and existing under the laws of Hong Kong ("Licensor"). Under the terms of the Agreement the Licensor grants to the Company an irrevocable exclusive right and license, including the right to sublicense, the certain inventions, technology, know-how, patents and other intellectual property rights regarding the production of materials for use in lithium batteries (the "License Technology"). The Agreement will commence on the Effective Date and will continue for a term of twenty (20) years. The Licensed Technology is primarily related to certain know-how that focuses on the preparation method and production of a type of lithium titanateanode material. As consideration for the license granted under the Agreement, the Company will pay to the Licensor a one-time fee of $20,000,000.
On June 22, 2015, the Company transferred other intangible assets to a wholly owned subsidiary, Apollo Technology Corporation. On June 26, 2015, Apollo Acquisition Corporation (the “Company”) entered into a Common Stock Exchange Agreement (the “Agreement”) with Lianyungang Corporation, a Cayman Islands Exempted Company (“Lianyungang”). Pursuant to the Agreement, the Company transferred, conveyed and assigned one hundred percent (100%) 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.
As June 30, 2017, the balance of other intangible assets is $0.
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 Note”) in order to cover the Company’s operating expenses. The March Note accrues 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 Note”) in order to cover the Company’s operating expenses. The June 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 Note”) in order to cover the Company’s operating expenses. The November 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 Note”) in order to cover the Company’s operating expenses. The September 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 Note”) in order to cover the Company’s operating expenses. The January 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 Note”, and, together with the March Note, June Note, November Note, September Note and January Note, the “Notes”) in order to cover the Company’s operating expenses. The May 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 June 30, 2017, the balance of the Notes to ACI was $65,000. The total accrued interest was $2,352 and $883 for the years ended June 30, 2017 and 2016, respectively. The Notes are payable on demand and there is no maturity date. ACI and the Company are related parties inasmuch as ACI was a beneficial owner of greater than five percent of the issued and outstanding ordinary shares of the Company during the year ended June 30, 2017.
Note 8 - Securities Purchase Agreements
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 law 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 the gross proceeds of $20,000,000 from the Investor and the Company issued the Shares to the Investor.
On March 23, 2015 (the “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 “SPA Shares”), 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 Automotive Holdings, LLC, a Delaware limited liability company (the “Buyer”), to sell to the Buyer 781,250 ordinary shares of stock of the Company for a purchase price of $1.00 per share (the “Stock Purchase”). Upon the closing of the Stock Purchase, the Buyer was the beneficial owner of approximately 78.3% of the Company’s issued and outstanding ordinary shares.
Note 9- Subsequent Event
These financial statements were approved by management and available for issuance on September 28, 2017. There have been no subsequent events through this date.
EXHIBIT INDEX
Exhibit No.
SEC Report Reference No.
Description
3.1
3.1
Memorandum and Articles of Association(1)
3.2
3.2
Minutes of Shareholder meeting authorizing consolidation of ordinary shares(1)
31.1
*
Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
31.2
*
Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
32.1
*
Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2
*
Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as 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***
(1) Filed with the Securities and Exchange Commission on January 31, 2011, as an exhibit, numbered as indicated above, to Amendment No. 2 to the Company’s Registration Statement on Form 10-12G/A (file no. 000-54179), which exhibit is incorporated herein by reference.
* 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.
*** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.