NOTES TO FINANCIAL STATEMENTS
(December 31, 2013)
NOTE 1.
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GENERAL ORGANIZATION AND BUSINESS
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Apple Green Holding Inc. (“the Company”), formerly known as Blue Sun Media, Inc., is a development stage company. The Company was incorporated in Nevada on November 15, 2010 to provide software solutions to help simplify the management and control of the under age 17 group that is using the online market and social network available to them on the Internet. The Company will provide these audience solutions that allow them to play, transact and socialize in an arena that is supervised and guided by their parents. This age group and their usage of the social media are growing rapidly. Due to the growth in this market and social media content, parents need to monitor and protect their children. The Company plans to provide products that will allow parents to be alerted when their child visits a website with mature content, attempts to download files, or conducts transactions online. This alert will come via email or text and inform the parent as to the specific action their child is attempting. The parents will be notified real time and provided the ability to approve or block the event. These product offerings will provide parents the ability to allow their child the freedom to play, transact and socialize in a secure environment.
On January 10, 2014, the Company entered into a Securities Exchange Agreement with Apple Green International Limited (“AGIL”) and its sole stockholder (the “AGIL Stockholder”) (the “Securities Exchange Agreement”) (see Note 9).
On March 19, 2014, the Company changed its name from Blue Sun Media, Inc. to Apple Green Holding, Inc. and increased the number of authorized shares from 520,000,000 to 700,000,000, which was approved by Financial Industry Regulatory Authority (see Note 9).
NOTE 2.
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SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
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Accounting Basis
The Company is currently a development stage enterprise reporting under the provisions of FASB ASC 915,
Development Stage Entity
. These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.
Cash and Cash Equivalents
Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased.
Earnings (Loss) per Share
The Company adopted FASB ASC 260,
Earnings per Share
. Basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There were no diluted or potentially diluted shares outstanding for all periods presented.
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown, and none are contemplated in the near future.
Apple Green Holding, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(December 31, 2013)
Income Taxes
The Company adopted FASB ASC 740,
Income Taxes
, at its inception. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of December 31, 2013 or 2012, respectively.
Advertising
The Company will expense advertising as incurred. The advertising since inception has been $0.00.
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 the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Revenue and Cost Recognition
The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.
Related Parties
Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company has these relationships.
Property
The Company does not own any real estate or other properties. The Company’s office is located No. 30 Jalan PJS 7/19, Bandar Sunway, 46150, Petaling Jaya, Selangor Darul Ehsan, Malaysia. Our contact number is +603 5636 1869. The business office is rent premises of its subsidiary (SSM), no charge by its subsidiary to the Company, accordingly, have not been reflected therein.
Apple Green Holding, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(December 31, 2013)
The Company provides for income taxes under ASC Topic 740 which requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.
ASC Topic 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Therefore, the net deferred tax asset and income tax expense have been fully offset by a valuation allowance at December 31, 2013 and 2012, leaving a balance of $0 for both periods.
The Company has filed all income tax returns since inception.
As of December 31, 2013, the Company had estimated net loss carry forwards of approximately $59,885 which expires through its tax year ending 2031. Utilization of these net operating loss carry forwards may be limited in accordance with IRC Section 3.82 in the event of certain shifts in ownership.
NOTE 4.
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DUE TO RELATED PARTY
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As of December 31, 2013, the Company owed $9,275 to the CEO and also the director of the Company for funds advanced. This amount is unsecured, bears no interest and is payable on demand.
NOTE 5.
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STOCKHOLDERS’
DEFICIENCY
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Common Stock
On December 7, 2010, the Company issued 9,000,000 of its $0.0001 par value common stock at $0.001 per share for $9,000 cash to the founder of the Company.
On May 18, 2011, the Company issued 1,200,000 shares common stock at $0.01 per share yielding net proceeds of $12,000 pursuant to the Registration Statement on Form S-1, initially filed on January 27, 2011 and declared effective on April 28, 2011.
There are 500,000,000 Common Shares at $0.0001 par value authorized with 10,200,000 shares issued and outstanding on both December 31, 2013 and 2012.
NOTE 6.
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RELATED PARTY TRANSACTIONS
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An officer and director of the Company is involved in business activities outside of the Company and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.
On June 25, 2013, Elise Travertini (“Travertini”), a majority shareholder of the Company entered into a Securities Purchase Agreement with sixteen Purchasers, pursuant to which Travertini sold to the Purchasers her 9,000,000 shares of common stock, par value $.0001 per share of the Company for the consideration in the aggregate amount of $263,167. Among the 9,000,000 shares of Common Stock sold, (i) Vincent Loy Ghee Yaw, our current CEO, President, and Director, purchased 2,040,000 shares of Common Stock in the consideration of $59,651; (ii) Hee Chee Keong, our current CFO and director, purchased 600,000 shares of Common Stock in the consideration of $17,544; and (iii) David Chuah, our current director, purchased 600,000 shares of Common Stock in the consideration of $17,544.
Apple Green Holding, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(December 31, 2013)
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period November 15, 2010 (date of inception) through December 31, 2012, the Company has had a net loss of $59,885. As of December 31, 2013, the Company has not emerged from the development stage. In view of these matters, recoverability of any asset amounts shown in the accompanying financial statements is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. Since inception, the Company has financed its activities from the sale of equity securities. The Company intends on financing its future development activities and its working capital needs largely from loans and the sale of public equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations, if ever, are sufficient to fund working capital requirements.
NOTE 8.
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THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS
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Below is a listing of the most recent accounting standards and their effect on the Company.
Recent Accounting Pronouncements
In April 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.
In April 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.
In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167. (See FAS 167 effective date below)
In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166. (See FAS 166 effective date below)
In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1. (See EITF 09-1 effective date below)
Apple Green Holding, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(December 31, 2013)
In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-14 to have a material effect on the financial position, results of operations or cash flows of the Company.
In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.
In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The Company does not expect the provisions of ASU 2009-12 to have a material effect on the financial position, results of operations or cash flows of the Company.
In June 2009, the FASB issued SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162” (“SFAS No. 168”)
.
Under SFAS No. 168 the “FASB Accounting Standards Codification” (“Codification”) became the source of authoritative US GAAP to be applied by nongovernmental entities, effective July 1, 2009. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS No. 168 was effective for financial statements issued for interim and annual periods ending after September 15, 2009. On the effective date, the Codification superseded all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification became non-authoritative. SFAS No. 168 was effective for the Company’s interim quarterly period beginning July 1, 2009. The Company does not expect the adoption of SFAS No. 168 to have an impact on the financial statements other than current references to GAAP.
In June 2009, the FASB issued SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R) (“SFAS 167”). SFAS 167 amends the consolidation guidance applicable to variable interest entities. The provisions of SFAS 167 significantly affect the overall consolidation analysis under FASB Interpretation No. 46(R). SFAS 167 is effective as of the beginning of the first fiscal year that begins after November 15, 2009. SFAS 167 was effective for the Company beginning in 2010. The Company does not expect the provisions of SFAS 167 to have a material effect on the financial position, results of operations or cash flows of the Company.
In June 2009, the FASB issued SFAS No. 166, (ASC Topic 860) “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). The provisions of SFAS 166, in part, amend the derecognition guidance in FASB Statement No. 140, eliminate the exemption from consolidation for qualifying special-purpose entities and require additional disclosures. SFAS 166 is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009. The Company does not expect the provisions of SFAS 166 to have a material effect on the financial position, results of operations or cash flows of the Company.
Apple Green Holding, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(December 31, 2013)
NOTE 9.
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SUBSEQUENT EVENTS
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On January 10 , 2014, the Company, Apple Green International Limited (“AGIL”) and the sole stockholder of AGIL who collectively own 100% of AGIL (the “AGIL Stockholders”) entered into and consummated transactions pursuant to a Securities Exchange Agreement (the “Securities Exchange Agreement,” such transaction referred to as the “Securities Exchange Transaction”), whereby the Company issued to the AGIL Stockholder an aggregate of 389,800,000 shares of its common stock, par value $.0001 per share (“Common Stock”), in exchange for 100% of equity interests of AGIL held by the AGIL Stockholder. The shares of our Common Stock received by the AGIL Stockholders in the Securities Exchange Transaction constitute approximately 97.45% of our issued and outstanding Common Stock giving effect to the issuance of shares pursuant to the Securities Exchange Agreement. As a result of the Securities Exchange Transaction, AGIL, together with its subsidiaries, AGHK, MISB, and SSM, became the Company’s wholly-owned subsidiaries.
AGIL was incorporated on February 1, 2013 in Republic of Seychelles and is a development-stage recycling company focusing on development of organic waste recycling business. AGHK was formed in Hong Kong on December 10, 2004 to produce and manufacture fertilizer. MISB was formed in Malaysia on October 10, 2000 for the purpose of manufacturing fertilizer by collecting solid waste. SSM was formed in Malaysia on January 7, 2009 to produce and provide organic fertilizer and develop a solid waste management system in Malaysia.
On March 19, 2014, the Company amended its Articles of Incorporation to: (i) change its name to Apple Green Holding, Inc., and (ii) increase the total authorized shares from 520,000,000 shares to 700,000,000 shares, consisting of 500,000,000 shares of common stock, par value $.0001 per share, and 200,000,000 shares of preferred stock, par value $.0001 per share. In connection with the change of name, the Company changed its stock symbol from BLES to AGPL, which was approved by the Financial Industry Regulatory Authority effective on March 19, 2014. The Company’s new CUSIP number is 03785B100.
The following exhibits are filed or “furnished” herewith:
Exhibit
Number
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Description
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2.1
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Securities Exchange Agreement, among the Company, AGIL and Apple Green Venture Sdn. Bhd., dated January 10, 2014 (incorporated by reference herein to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 16, 2014).
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3.1
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Articles of Incorporation of the Company filed on November 15, 2010 (incorporated by reference herein to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 27, 2011).
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3.2
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Certificate of Amendment to the Company’s Articles of Incorporation filed on March 7, 2014 (incorporated by reference herein to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 25, 2014).
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3.3
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Bylaws (incorporated by reference herein to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 27, 2011).
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4.1
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Specimen Stock Certificate of Common Stock of Apple Green Holding, Inc.*
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10.1
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Joint Venture Agreement (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 16, 2014).
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10.2
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Buy Back Agreement (incorporated by reference herein to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2014).
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21.1
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List of Subsidiaries. *
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23.1
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Consent of Independent Registered Public Accounting Firm. *
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23.2
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Consent of Independent Registered Public Accounting Firm. *
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31.1
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Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002;*
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31.2
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Certification of Chief Accounting Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002;*
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32.1
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Certification of Chief Executive Officer and Chief Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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101.INS
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XBRL Instance Document.**
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101.SCH
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XBRL Taxonomy Extension Schema Document.**
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.**
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document.**
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document.**
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document.**
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*
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Filed herewith.
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**
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Users of this data are advised pursuant to Rule 406T of Regulation S-X that this interactive data file is deemed not filed or part of a registration statement or prospectus for the purpose of section 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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