UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
☒ QUARTERLY REPORT
PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES
EXCHANGE ACT OF
1934
For
the quarterly period
ended March
31, 2014
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
_________ to __________
Commission
File Number: 333-171891
Apple
Green Holding, Inc.
(Exact
name of registrant
as specified
in its
charter)
Nevada |
|
27-3436055 |
(State
or other jurisdiction
of incorporation or
organization) |
|
(I.R.S.
Employer Identification No.) |
30, Jalan
PJS 7/19, Bandar Sunway, 46150 Petaling Jaya, Selangor, Malaysia.
(Address
of Principal
Executive Offices)
Tel. +603 5636 1869
Fax +603
5636 1771
(Registrant’s
telephone number, including
area code)
Not
Applicable
(Former name, former address and former fiscal
year, if changed since last report)
Indicate
by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
No ☒
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted
pursuant to Rule 405
of Regulation S-T (§232.405 of
this chapter) during the preceding 12
months (or for such
shorter period that the registrant was required to submit and post such files). Yes ☒
No ☐
Indicate
by check mark
whether the registrant
is a
large accelerated
filer, an accelerated
filer, a non-accelerated
filer, or
a smaller reporting
company. See the
definitions of
“large accelerated
filer,” “accelerated
filer” and “smaller
reporting company” in
Rule 12b-2
of the
Exchange Act.
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
☐ |
Smaller reporting company |
☒ |
(Do not
check if
smaller reporting
company)
Indicate
by check mark
whether the registrant
is a
shell company
(as defined in
Rule 12b-2 of
the Exchange Act)
Yes ☒ No ☐
As
of October 27, 2014,
there were 10,200,000
shares of
the issuer’s
common stock issued
and outstanding.
TABLE
OF CONTENTS
|
|
Page
No. |
|
PART
I – FINANCIAL
INFORMATION |
|
|
|
|
Item
1. |
Financial
Statements |
3 |
|
Balance
Sheets at
March 31, 2014 (unaudited)
and December 31, 2013 |
3 |
|
Statement
of Operations |
4 |
|
Statement
of Cash
Flows |
5 |
|
Notes
to Financial
Statements (unaudited) |
6 |
|
|
|
Item
2. |
Management’s
Discussion and Analysis
of Financial Condition and
Results of Operations. |
10 |
|
|
|
Item
3. |
Quantitative and
Qualitative Disclosures About
Market Risk |
11 |
|
|
|
Item
4. |
Controls
and Procedures. |
11 |
PART
II – OTHER INFORMATION
Item
1. |
Legal
Proceedings. |
13 |
Item
1A. |
Risk
Factors. |
13 |
Item
2. |
Unregistered
Sales of Equity
Securities and
Use of Proceeds. |
13 |
Item
3. |
Defaults
Upon Senior Securities. |
13 |
Item
4. |
Mine
Safety Disclosures. |
13 |
Item
5. |
Other
Information. |
13 |
Item
6. |
Exhibits. |
13 |
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING
INFORMATION
Certain
statements in
this report
contain or
may contain
forward-looking statements. These
statements, identified
by words such
as “plan”, “anticipate”,
“believe”, “estimate”,
“should”, “expect”
and similar
expressions include
our expectations
and objectives
regarding our future
financial position,
operating results
and business strategy.
These statements
are subject to
known and unknown
risks, uncertainties
and other factors
which may cause actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or
implied by such
forward - looking statements.
These forward-looking statements were
based on various
factors and were derived utilizing
numerous assumptions and other factors that could cause our actual results
to differ materially
from those in the forward- looking statements. These factors include, but are
not limited to, our ability to
secure suitable financing to continue with our existing business or
change our business and conclude
a merger, acquisition or combination
with a business prospect, economic, political
and market conditions and fluctuations,
government and industry regulation, interest
rate risk, U.S. and global competition, and other factors. Most of these
factors are difficult to
predict accurately and are
generally beyond our control.
You should
consider the
areas of risk
described in connection with
any forward-looking statements
that may be made herein. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of
the date of this report. Readers should
carefully review this report
in its entirety, including but not limited to
our financial statements and
the notes thereto and the
risks described in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2012. We
advise you
to carefully
review the reports and documents we
file from time to
time with the
Securities and Exchange Commission
(the “SEC”), particularly
our quarterly reports on Form 10-Q and our current reports
on Form 8-K. Except for
our ongoing obligations to disclose
material information under
the Federal securities
laws, we undertake
no obligation
to release
publicly any revisions
to any
forward- looking statements, to
report events or to report the occurrence
of unanticipated events.
OTHER
PERTINENT INFORMATION
When
used in
this report,
the terms,
“we,” the “Company,”
“our,” and
“us” refers to
Apple Green Holding, Inc., a Nevada
corporation.
PART
I – FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS.
Apple
Green Holding, Inc.
(A
Development Stage Company)
Balance Sheets
| |
March
31 | | |
December | |
| |
2014 | | |
31, | |
| |
Unaudited | | |
2013 | |
| |
$ | | |
$ | |
ASSETS | |
| | |
| |
| |
| | |
| |
CURRENT ASSETS | |
| | |
| |
Cash
and cash equivalents | |
$ | - | | |
$ | - | |
Total
current assets | |
| - | | |
| - | |
| |
| | | |
| | |
TOTAL
ASSETS | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
LIABILITIES
AND STOCKHOLDERS’ DEFICIENCY | |
| | | |
| | |
| |
| | | |
| | |
CURRENT
LIABILITIES | |
| | | |
| | |
Accounts
payable & accrued liabilities | |
$ | 41,692 | | |
$ | 29,610 | |
Due
to related party | |
| 9,275 | | |
| 9,275 | |
| |
| | | |
| | |
Total
liabilities | |
$ | 50,967 | | |
$ | 38,885 | |
| |
| | | |
| | |
STOCKHOLDERS’
DEFICIENCY | |
| | | |
| | |
Capital
Stock (Note 5) | |
| | | |
| | |
Authorized: | |
| | | |
| | |
200,000,000 preferred
shares, $0.0001 par value, 500,000,000 common shares, $0.0001 par value. | |
| | | |
| | |
Issued
and outstanding shares: | |
| | | |
| | |
0 preferred shares, | |
| | | |
| | |
10,200,000 common
shares at March 31, 2014 and December 31, 2013. | |
$ | 1,020 | | |
$ | 1,020 | |
Additional
paid-in capital | |
| 19,980 | | |
| 19,980 | |
Accumulated
deficit | |
| (71,967 | ) | |
| (59,885 | ) |
Total
Stockholders’ Deficiency | |
| (50,967 | ) | |
| (38,885 | ) |
| |
| | | |
| | |
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | |
$ | - | | |
$ | - | |
The
accompanying notes are an integral part of these financial statements.
Apple
Green Holding, Inc.
(A
Development Stage Company)
Statement
of Operations
| |
Three
Months | | |
Three
Months | | |
For
the Period from Inception
November
15, | |
| |
Ended | | |
Ended | | |
2010
to | |
| |
March
31, | | |
March
31, | | |
March
31, | |
| |
2014 | | |
2013 | | |
2014 | |
| |
| | |
| | |
| |
REVENUES | |
$ | - | | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
| | |
EXPENSES | |
| | | |
| | | |
| | |
General
& Administrative | |
$ | - | | |
$ | 1,499 | | |
$ | 16,561 | |
Professional
Fees | |
$ | 12,082 | | |
$ | 3,500 | | |
$ | 55,406 | |
| |
| (12,082 | ) | |
| (4,999 | ) | |
| (71,967 | ) |
| |
| | | |
| | | |
| | |
Loss Before Income
Taxes | |
$ | (12,082 | ) | |
$ | (4,999 | ) | |
$ | (71,967 | ) |
Provision
for Income Taxes | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | |
Net
Loss | |
$ | (12,082 | ) | |
$ | (4,999 | ) | |
$ | (71,967 | ) |
| |
| | | |
| | | |
| | |
PER SHARE DATA: | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Basic
and diluted loss per common share | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.01 | ) |
| |
| | | |
| | | |
| | |
Basic
and diluted weighted average common shares outstanding | |
| 10,200,000 | | |
| 10,200,000 | | |
| 10,011,972 | |
The
accompanying notes are an integral part of these financial statements.
Apple
Green Holding, Inc.
(A
Development Stage Company)
Statement
of Cash Flows
| |
Three
Months | | |
Three
Months | | |
For
the Period from Inception November 15, | |
| |
Ended | | |
Ended | | |
2010
to | |
| |
March
31, | | |
March
31, | | |
March
31, | |
| |
2014 | | |
2013 | | |
2014 | |
| |
| | |
| | |
| |
CASH FLOWS FROM OPERATING
ACTIVITIES | |
| | |
| | |
| |
| |
| | |
| | |
| |
Net
Loss | |
$ | (12,082 | ) | |
$ | (4,999 | ) | |
$ | (71,967 | ) |
Changes
in Operating Assets and Liabilities: | |
| | | |
| | | |
| | |
(Increase)
or decrease in accounts payable and accrued liabilities | |
| 12,082 | | |
| 420 | | |
| 41,692 | |
Net
cash used in operating activities | |
| - | | |
| (4,579 | ) | |
| (30,275 | ) |
| |
| | | |
| | | |
| | |
CASH
FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Increase
in note payable | |
| - | | |
| 6,000 | | |
| - | |
Common
stock issued for cash | |
| - | | |
| - | | |
| 21,000 | |
Due
to Related Party | |
| - | | |
| | | |
| 9,275 | |
Net
cash provided by financing activities | |
| - | | |
| 6,000 | | |
| 30,275 | |
| |
| | | |
| | | |
| | |
INCREASE
(DECREASE) IN
CASH AND
CASH EQUIVALENTS
| |
| - | | |
| 1,421 | | |
| - | |
| |
| | | |
| | | |
| | |
CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | |
| - | | |
| 16 | | |
| - | |
| |
| | | |
| | | |
| | |
CASH
AND CASH EQUIVALENTS AT END OF PERIOD | |
$ | - | | |
$ | 1,588 | | |
$ | - | |
| |
| | | |
| | | |
| | |
Supplemental Cash
Flow Disclosures:
| |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Cash
paid for: | |
| | | |
| | | |
| | |
Interest
expense | |
$ | - | | |
$ | - | | |
$ | - | |
Income
taxes | |
$ | - | | |
$ | - | | |
$ | - | |
The
accompanying notes are
an integral
part of these
financial statements.
Apple
Green Holding, Inc.
(A
Development Stage Company)
Notes
to Interim Financial
Statements
March 31, 2014
NOTE
1. GENERAL ORGANIZATION
AND BUSINESS
Apple
Green Holding, Inc. (the “Company”), formerly known as Blue Sun Media Inc.,
is a development stage company, incorporated in the State of Nevada
on November 15, 2010.
On
January 10, 2014, the Company entered into a Share Exchange Agreement with Apple Green International Limited, a Seychelles company
(AGIL”) and its sole shareholder, Apple Green Venture Sdn. Bhd., a Malaysia company (“AGIL Stockholder”), pursuant
to which the Company acquired from AGIL Stockholder all of the outstanding shares of AGIL in exchange for the issuance of 389,800,000
shares of its Common Stock (the “Reverse Merger”). AGIL, through its affiliated entities
located and operating in the Malaysia, is engaged in producing and providing organic fertilizer and develop a solid waste management.
On
September 12, 2014, the Company, AGIL, and AGIL Shareholder entered into a Mutual Rescission Agreement and General Release as
of January 31, 2014 (the “Rescission Agreement”), according to which the Company, AGIL, and AGIL Shareholder rescind
and terminate the Share Exchange Agreement and related documents (the “Rescission”). According to the Rescission Agreement,
389,800,000 shares of Common Stock owned by AGIL Shareholder shall be cancelled so that the AGIL Shareholder shall have no ownership
interest in the Company’s Shares or any equity interests of the Company as of such date. All AGIL shares owned or controlled
by the Company which are issued and outstanding immediately prior to January 31, 2014 shall be returned to the AGIL Shareholder
pursuant to this Rescission Agreement and the Company shall have no ownership interest in AGIL of such date. As a result of the
Rescission, the Company became a shell company. AGIL is not and has never been a subsidiary of the Company and the parties are
returned to their respective positions immediately prior to the Share Exchange Agreement and Reverse Merger as if the transaction
has never occurred.
Since
the Rescission, the Company became a shell company and plans to pursue acquisitions of other business the Board of Directors may
approve from time to time. The Company will seek potential acquisitions and plans to conduct due diligence investigations on available
candidates. However, there can be no assurance that the Company will successfully make an acquisition or that such acquisition
will be successful for the Company and its shareholders. Possible acquisition candidates will be examined based on competitive
position as compared to other companies of similar size and experience within the industry segment as well as within the industry
as a whole; the cost of participation by the Company; and the accessibility of required management expertise, personnel, raw materials
services, professional assistance, and other items. The Company is unable to predict when it may participate in a business
opportunity. It anticipates, however, that the analysis of specific proposals and the selection of a business opportunity may
take several months or more.
Pending
negotiation and consummation of an acquisition, the Company anticipates that it will have, aside from carrying on its search for
an acquisition candidate, no business activities, and, thus, will have no source of revenue. Should the Company incur any significant
liabilities prior to a combination with a private company, it may not be able to satisfy such liabilities as are incurred. If
the Company's management pursues one or more combination opportunities beyond the preliminary negotiations stage and those negotiations
are subsequently terminated, it is foreseeable that such efforts will exhaust the Company's ability to continue to seek such combination
opportunities before any successful combination can be consummated. In that event, the Company's common stock will become worthless
and holders of the Company's common stock will receive a nominal distribution, if any, upon the Company's liquidation and dissolution.
NOTE
2. SUMMARY OF
SIGNIFICANT ACCOUNTING PRACTICES
Basis
of Presentation
The
accompanying financial
statements have been
prepared in
accordance with United
States generally accepted
accounting principles (US
GAAP) for
interim financial
information and
in accordance
with professional
standards promulgated by
the Public
Company Accounting Oversight
Board (PCAOB). They
reflect all
adjustments which are,
in the opinion
of management, necessary
for a fair
presentation of the financial
position and operating results for
the three months ended March 31, 2014, respectively along
with the period November 15, 2010 (date of inception) to March 31, 2014.
Accounting
Basis
The
Company is
currently a development
stage enterprise
reporting under the
provisions of Accounting
Standards Codification
(“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.
Going
Concern
These
financial statements
have been prepared
on a going
concern basis.
The Company
has incurred
losses since
inception resulting
in an
accumulated deficit
of $71,967 at
March 31, 2014
and further losses
are anticipated
in the
development of its
business raising substantial
doubt about the
Company’s ability
to continue as a
going concern. Its
ability to
continue as a
going concern is
dependent upon the
ability of
the Company to generate profitable
operations in the future
and/or to obtain the
necessary financing to meet its
obligations and repay its liabilities
arising from normal business operations
when they come due.
Management
has plans to
seek additional capital
through a private
placement of
its common
stock or
further director
loans as
needed. These 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 be
necessary in
the event
the Company
cannot continue.
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 maturity of
three months or
less.
Apple
Green Holding, Inc.
(A
Development Stage Company)
Notes
to Interim Financial
Statements
March 31, 2014
Fair
Value of
Financial Instruments
The
fair value of cash and cash equivalents and accounts payable approximates the carrying amount of these financial instruments due
to their short maturity.
Earnings
(Loss) per
Share
The
Company adopted ASC
260, Earnings
per Share.
Basic earnings (loss)
per share are
calculated by
dividing the Company’s
net income available
to common shareholders
by the
weighted average number
of common
shares outstanding
during the year. The diluted
earnings (loss)
per share are
calculated by dividing
the Company’s net income
(loss) available
to common shareholders
by the diluted
weighted average number of shares
outstanding for the period. 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 are no diluted
shares outstanding.
Dividends
The
company has not adopted any policy regarding payment if dividends. No dividends have been paid during the period shown.
Income
Taxes
The
Company adopted ASC
740, Income Taxes,
at its inception.
Under 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 March
31, 2014.
Advertising
The
Company will expense
advertising cost as incurred.
The advertising
since inception
has been zero.
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. The business office is rent premises of its subsidiary (SSM), no
charge to the Company.
Recently
Issued Accounting
Pronouncements
Recent
pronouncements issued by
the Financial Accounting
Standards Board (“FASB”)
or other authoritative
standards groups with
future effective dates
are either
not applicable
or are not
expected to
be significant
to the
financial statements
of the Company.
Apple
Green Holding, Inc.
(A
Development Stage Company)
Notes
to Interim Financial
Statements
March
31, 2014
NOTE
3. INCOME TAXES
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.
The
Company utilizes
the asset
and liability
method for
financial reporting
of income
taxes. Deferred
tax assets
and liabilities
are determined based
on temporary differences
between financial reporting
and the tax
basis of
assets and
liabilities, and are
measured by
applying enacted
rates and laws
to taxable
years in which
such differences are
expected to
be recovered or
settled. Any
changes in tax
rates or laws
are recognized in the period when such changes are enacted.
As
of March
31, 2014, the Company
has $28,067 in
gross deferred tax assets
resulting from
net operating loss carry-forwards. A
valuation allowance
has been recorded
to fully
offset these
deferred tax
assets because
the Company’s management
believes future realization
of the related
income tax
benefits is
uncertain. Accordingly, the
net provision for
income taxes is
zero for the
period November 15,
2010 (inception) to
March 31, 2014. As of March 31, 2014, the Company has federal net operating loss
carry forwards of approximately $71,967 available to
offset future taxable income
through 2030. The difference
between the tax
provision at the statutory
federal income tax rate
on March 31, 2014 and the tax
provision attributable to loss
before income taxes is as follows:
| |
For
the period November 15,
2010
(Date
of Inception) through March 31, 2014 | |
Statutory federal income
taxes | |
| 34.0% | |
State taxes, net of federal benefits | |
| 5.0% | |
Valuation allowance | |
| (39.0)% | |
Income
tax rate | |
| - | |
The
Company has filed
income tax
returns since
the date of
inception.
Apple
Green Holding, Inc.
(A
Development Stage Company)
Notes
to Interim Financial
Statements
March
31, 2014
NOTE
4. STOCKHOLDERS’
EQUITY
On
March 19, 2014, the Company 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 $0.0001 per share, and 200,000,000 shares of preferred stock, par value $0.0001
per share.
Preferred
Stock
As
of March
31, 2014, the
Company has 200,000,000 Preferred
shares at $0.0001 par value authorized, however
none are issued
nor outstanding.
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.
On
January 10, 2014, the Company issued 389,800,000 shares of common stock to Apple Green Venture Sdn. Bhd. In consideration of the
all of the equity interests of AGIL.
On
September 12, 2014, the Company, AGI, and Shareholder entered into a Rescission Agreement, according to which 389,800,000 shares
of Common Stock owned by AGIL Shareholder shall be cancelled so that the Shareholder shall have no ownership interest in the Company’s
Shares or any equity interests of the Company as of such date. All AGIL shares owned or controlled by the Company which are issued
and outstanding immediately prior to January 31, 2014 shall be delivered to the AGIL Shareholder pursuant to this Rescission Agreement
and the Company shall have no ownership interest in AGIL as of January 31, 2014.
As
of March
31, 2014, there
are 500,000,000
Common Shares at
$0.0001 par
value authorized with
10,200,000 issued
and outstanding.
NOTE
5. RELATED
PARTY TRANSACTIONS
Due
to Related Party — As of March 31, 2014, the Company had borrowed from Vincent Loy Ghee Yaw,
its Chairman of the Board of Directors the sum of $9,275 which not
bears any interest and is due on demand. The Company used the proceeds of the loans from Vincent Loy Ghee Yaw.
Parties
are considered
to be
related if
one party has
the ability,
directly or
indirectly, to
control the other
party or
exercise significant
influence over the
other party
in making
financial and operational
decisions. Parties
are also considered
to be
related if
they are subject
to common control
or common significant
influence. The due
from/to related
parties represented the
advances from or
to the
Company’s directors.
Such advances are non-interest bearing and due upon demand.
NOTE
6. GOING
CONCERN
As
of March
31, 2014, the
accompanying financial
statements have
been presented
on the basis
that it
is a
going concern in
the development stage,
which contemplates
the realization
of assets
and the
satisfaction of
liabilities in
the normal
course of
business.
For
the period
November 15, 2010
(date of inception)
through March
31, 2014 the
Company has had
a net
loss of
$71,967 consisting
of SEC
audit and review
fees, Nevada state
taxes, and incorporation
fees for the
Company to
initiate its
SEC reporting requirements.
As
of March 31,
2014, the Company has not
yet emerged from the
development stage. In view
of these matters, recoverability
of any asset amounts
shown in
the accompanying audited
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
principally 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 are sufficient
to fund working capital
requirements.
NOTE
7. CONCENTRATION
OF RISKS
Cash
Balances
The
Company maintains its
cash in
institutions insured
by the
Federal Deposit
Insurance Corporation
(FDIC). All other
deposit accounts
at FDIC-insured institutions
were insured up to
at least $250,000
per depositor.
The Company had
no deposits in
excess of insured
amounts as of
March 31, 2014.
NOTE
8. SUBSEQUENT
EVENTS
In
accordance with
ASC 855,
Subsequent Events,
the Company has
evaluated subsequent events
through the date of
issuance of the unaudited interim
financial statements.
During this
period, the Company
did not
have any material
recognizable subsequent events.
ITEM
2. MANAGEMENT DISCUSSION
AND ANALYSIS OF
FINANCIAL CONDITION AND
RESULTS OF OPERATION
The
following discussion should be read in conjunction with Apple Green Holding, Inc.’s (“Apple Green,” the “Company,”
“we,” “our,” “us,”) Condensed Consolidated Financial Statements and the related Notes contained
elsewhere in this quarterly report on Form 10-Q . All statements in the following discussion that are not reports
of historical information or descriptions of current accounting policy are forward-looking statements. Please consider our forward-looking
statements in light of the factors that may affect operating results set forth herein.
Overview
Apple
Green Holding, Inc. (the “Company” or “Apple Green”), formerly known as Blue Sun Media Inc., was incorporated
in the State of Nevada on November 15, 2010.
Rescission
of Reverse Merger
On
January 10, 2014, the Company entered into a Share Exchange Agreement with Apple Green International Limited, a Seychelles company
(AGIL”) and its sole shareholder Apple Green Venture Sdn. Bhd, a Malaysia company (“AGIL Stockholder”), according
to which the Company acquired from AGIL Stockholder all of the outstanding shares of AGIL in exchange for the issuance of 389,800,000
shares of its Common Stock (the “Reverse Merger”). AGIL, through its affiliated entities located and operating in
the Malaysia, is engaged in producing and providing organic fertilizer and develop a solid waste management.
On
September 12, 2014, the Company, AGIL, and AGIL Shareholder entered into a Mutual Rescission Agreement and General Release as
of January 31, 2014 (the “Rescission Agreement”), according to which the Company, AGIL, and AGIL Shareholder rescind
and terminate the Share Exchange Agreement and related documents (the “Rescission”). According to the Rescission Agreement,
389,800,000 shares of Common Stock owned by AGIL Shareholder shall be cancelled so that the AGIL Shareholder shall have no ownership
interest in the Company’s Shares or any equity interests of the Company as of such date. All AGIL shares owned or controlled
by the Company which are issued and outstanding immediately prior to January 31, 2014 shall be returned to the AGIL Shareholder
pursuant to this Rescission Agreement and the Company shall have no ownership interest in AGIL. As a result of the Rescission,
the Company became a shell company. AGIL is not and has never been a subsidiary of the Company and the parties are returned to
their respective positions immediately prior to the Share Exchange Agreement and Reverse Merger as if the transaction has never
occurred.
Since the Rescission,
the Company became a shell company and plans to pursue acquisitions of other business the Board of Directors may approve from time
to time. The Company will seek potential acquisitions and plans to conduct due diligence investigations on available candidates.
However, there can be no assurance that the Company will successfully make an acquisition or that such acquisition will be successful
for the Company and its shareholders. Possible acquisition candidates will be examined based on competitive position as compared
to other companies of similar size and experience within the industry segment as well as within the industry as a whole; the cost
of participation by the Company; and the accessibility of required management expertise, personnel, raw materials services, professional
assistance, and other items. The Company is unable to predict when it may participate in a business opportunity. It anticipates,
however, that the analysis of specific proposals and the selection of a business opportunity may take several months or more.
Pending negotiation
and consummation of an acquisition, the Company anticipates that it will have, aside from carrying on its search for an acquisition
candidate, no business activities, and, thus, will have no source of revenue. Should the Company incur any significant liabilities
prior to a combination with a private company, it may not be able to satisfy such liabilities as are incurred. If the Company's
management pursues one or more combination opportunities beyond the preliminary negotiations stage and those negotiations are subsequently
terminated, it is foreseeable that such efforts will exhaust the Company's ability to continue to seek such combination opportunities
before any successful combination can be consummated. In that event, the Company's common stock will become worthless and holders
of the Company's common stock will receive a nominal distribution, if any, upon the Company's liquidation and dissolution.
Results
of Operations
The
following discussion should
be read in
conjunction with
the condensed financial
statements and segment
data and in
conjunction with
the Company’s Form 10Q for the period ended March 31, 2014. Results of
interim periods may not be indicative of results for the full year.
The
Company did not
generate any revenue
during the three
months ended March
31, 2014.
Total
expenses for the three (3) months ending March 31, 2014 were $12,082 resulting in an operating loss as compared to total expenses
of $4,999 for the period ended March 31, 2013. The increase in expenses was due primarily to an increase professional fee in the
quarter ended March 31, 2014. Basic net loss per share amounting to $0.00 for the three (3) months ending March 31, 2014. General
and Administrative expenses fees for the three (3) months ending March 31, 2014 is arise from professional fees of $12,082 for
accounting and legal services.
Liquidity
and Capital Resources
Net
cash provided by operating activities for the quarter ended March 31, 2014 was nil compared to net cash used in operating
activities for the quarter ended March 31, 2013 of $4,579.
Off-Balance
Sheet Arrangements
We
do not have
any off-balance sheet
arrangements.
ITEM
3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.
Not
applicable to
a smaller
reporting company.
ITEM
4. CONTROLS AND
PROCEDURES
Management’s
Report On Internal
Control Over Financial
Reporting
Our
management is
responsible for establishing
and maintaining
adequate internal
control over financial
reporting. Internal control
over financial
reporting is defined
in Rule
13a-15(f) or 15d-15(f)
promulgated under the
Securities Exchange Act of
1934 as a
process designed by, or
under the supervision
of, the company’s
principal executive
and principal
financial officers and
effected by the
company’s board of
directors, management and
other personnel, to
provide reasonable assurance
regarding the reliability
of financial
reporting and
the preparation
of financial statements
for external purposes
in accordance with accounting principles
generally accepted in
the United States of
America and 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 accounting principles
generally accepted in the United States of America and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and |
|
|
|
|
● |
Provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have
a material effect on the financial statements. |
Because
of its
inherent limitations,
internal control
over financial reporting
may not prevent
or detect misstatements.
Projections of any
evaluation of effectiveness
to future periods
are subject
to the
risk that controls
may become inadequate
because of changes
in conditions,
or that the
degree of compliance with
the policies or procedures
may deteriorate. All
internal control systems, no matter
how well
designed, have inherent limitations.
Therefore, even those systems determined to
be effective can provide only reasonable
assurance with respect to
financial statement preparation
and presentation. Because
of the inherent
limitations of
internal control, there
is a risk
that material misstatements
may not be prevented or detected
on a timely basis by
internal control over financial reporting. However, these inherent limitations
are known features of
the financial reporting
process. Therefore, it
is possible to
design into
the process safeguards
to reduce,
though not eliminate,
this risk.
As
of March
31, 2014 management
assessed the
effectiveness of
our internal
control over financial
reporting based on
the criteria
for effective internal
control over financial
reporting established
in Internal
Control--Integrated Framework
issued by the
Committee of
Sponsoring Organizations of
the Treadway Commission
(“COSO”) and SEC
guidance on conducting
such assessments.
Based on that
evaluation, they concluded that,
during the period covered by
this report, such internal controls and procedures were not effective
to detect the inappropriate application of
US GAAP rules as more fully
described below. This
was due to
deficiencies that existed
in the design
or operation of our internal
controls over financial
reporting that adversely
affected our internal
controls and that
may be considered
to be
material weaknesses.
The
matters involving
internal controls
and procedures
that our management
considered to
be material
weaknesses under the
standards of the
Public Company
Accounting Oversight
Board were: (1)
lack of
a functioning audit
committee due to
a lack
of a majority
of independent members
and a lack of a majority of outside directors
on our board of directors, resulting
in ineffective oversight in
the establishment and monitoring
of required internal controls and procedures; (2) inadequate segregation
of duties consistent with control
objectives; and (3) ineffective
controls over period end
financial disclosure and
reporting processes. The
aforementioned material weaknesses
were identified
by our Chief Executive
Officer in connection with the review of
our financial statements as of
March 31, 2014.
Management
believes that the
material weaknesses set
forth in
items (2) and
(3) above did
not have an
effect on our financial
results. However, management
believes that
the lack
of a functioning
audit committee and
the lack
of a majority
of outside directors
on our board
of directors
results in
ineffective oversight in
the establishment and monitoring
of required internal
controls and procedures, which
could result in
a material misstatement in our
financial statements in future periods.
Management’s
Remediation Initiatives
In
an effort to
remediate the
identified material weaknesses and
other deficiencies
and enhance our
internal controls, we have
initiated, or
plan to
initiate, the
following series of
measures:
We
will create
a position
to segregate
duties consistent with
control objectives and
will increase our
personnel resources and
technical accounting expertise
within the accounting
function when funds
are available
to us.
And, we
plan to
appoint one or
more outside directors
to our
board of directors who
shall be
appointed to an
audit committee resulting in
a fully functioning
audit committee
who will
undertake the oversight in the
establishment and monitoring of required
internal controls and procedures such as reviewing
and approving estimates and assumptions
made by management when funds are available to us.
Management
believes that the
appointment of one
or more
outside directors,
who shall
be appointed to
a fully functioning
audit committee,
will remedy the
lack of a
functioning audit committee
and a lack
of a majority
of outside directors
on our Board.
Changes
in internal
controls over financial
reporting
There
was no
change in
our internal
controls over financial
reporting that occurred
during the period
covered by
this report,
which has materially
affected, or
is reasonably
likely to
materially affect, our
internal controls over
financial reporting.
PART
II -
OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS.
None.
ITEM
1A. RISK FACTORS.
Not
applicable to
a smaller
reporting company.
ITEM
2. UNREGISTERED SALES
OF EQUITY SECURITIES
AND USE OF
PROCEEDS.
None.
ITEM
3. DEFAULTS UPON
SENIOR SECURITIES.
None.
ITEM
4. MINE SAFETY
DISCLOSURES
Not
applicable.
ITEM
5. OTHER INFORMATION.
None.
ITEM
6. EXHIBITS.
31.1 |
|
Rule
13(a)-14(a)/15(d)-14(a) Certification of principal executive officer |
|
|
|
31.2 |
|
Rule
13(a)-14(a)/15(d)-14(a)
Certification of
principal financial
and accounting officer |
|
|
|
32.1 |
|
Section
1350 Certification
of principal executive
officer and
principal financial
and accounting officer |
|
|
|
101* |
|
Interactive
Data Files
of Financial Statements
and Notes. |
*
In accordance with
Regulation S-T, the
Interactive Data
Files in
Exhibit 101 to
the Quarterly
Report on Form
10-Q shall
be deemed
“furnished” and
not “filed”.
SIGNATURES
Pursuant
to the
requirements of the Securities
Exchange Act of
1934, the
registrant has duly
caused this report
to be signed
on its behalf by the undersigned
thereunto duly
authorized.
|
Apple Green Holding,
Inc. |
|
|
|
|
BY: |
/s/
Vincent Loy Ghee Yaw |
|
Name: |
Vincent
Loy Ghee
Yaw |
|
Title: |
Chief
Executive Officer, Director
|
|
|
|
|
Dated: |
October 27, 2014 |
-14-
Exhibit 31.1
RULE 13A-14(A)/15D-14(A) CERTIFICATION
I, Vincent Loy Ghee Yaw, certify that:
1.
I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2014 of Apple Green Holding, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15-d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, 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;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
/s/
Vincent Loy Ghee Yaw
Name:
Vincent Loy Ghee Yaw
Title: Principal Executive Officer
Dated: October 27, 2014
Exhibit 31.2
RULE 13A-14(A)/15D-14(A) CERTIFICATION
I, Choy Chean Yen, certify that:
1.
I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2014 of Apple Green Holding, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15-d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, 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;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
/s/ Choy Chean Yen
Name: Choy Chean Yen
Principal Financial and Accounting
Officer
Dated: October 27, 2014
Exhibit 32.1
SECTION 1350 CERTIFICATION
In connection with
the quarterly report of Apple Green Holding, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2014
as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned hereby certifies, in
his capacity as an officer of the Company, for the purpose of 18 U.S.C. SS. 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that to the best of his knowledge:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of
operations of the Company.
Dated: October 27, 2014
/s/
Vincent Loy Ghee Yaw
Name: Vincent Loy Ghee Yaw
Title: Principal Executive Officer
/s/ Choy Chean Yen
Name: Choy Chean Yen
Title: Principal Financial and Accounting Officer
A signed original of this written statement
required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in
typed form within the electronic version of this written statement has been provided to the Company and will be retained by the
Company and furnished to the Securities and Exchange Commission or its staff upon request.
Apple Green (GM) (USOTC:AGPL)
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Apple Green (GM) (USOTC:AGPL)
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