Attached files
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 19, 2009
APOLLO ENTERTAINMENT GROUP, INC.
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(Exact Name of registrant as specified in its Charter)
Florida 333-153495 22-3962092
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State of Incorporation Commission File No. I.R.S. Employer
Identification No.
150 East Angeleno, Ste.1426, Burbank, CA 99016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, (818) 539-6507
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(Registrant's former name and address)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions below:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17CFR 240-14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240-13e-4(c))
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
On October 19, 2009, Michelle Tucker, the Tucker Family Spendthrift
Trust and other shareholders sold 15,950,237 of common shares to Manfred Wutzer
for $261,365.37. These shares represent 95.82% of our issued and outstanding
common stock. The funds were provided by Euroinvestspain, S.L.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF OFFICERS;
APPOINTMENT OF PRINCIPAL OFFICERS
On October 19, 2009, with expiration of the regulatory 10-day waiting
period mandated by Regulation 14f-1 of the Securities Exchange Act of 1934,
Michelle Tucker, the Company's sole officer and director resigned her Company
positions.
Prior to her departure from the Company and at the recommendation of
Mr. Manfred Wutzer, the board of directors nominated Mr. Guenter Bauer, as
successor director to fill the board vacancy. Additionally, the Board of
Directors appointed Sigfried M. Klein as President, Anthony J. Finn as Chief
Executive Officer and Joerg Lindner as Secretary and Treasurer.
Messrs. Bauer, Klein, Finn and Lindner will serve in these corporate
positions for the balance of the respective terms or until their successors will
have been nominated or elected and qualified, as provided for in our corporate
bylaws.
Mr. Sigfried M. Klein has been offered an "at will" employment
agreement providing for an annual salary of $36,000 payable monthly.
The following table sets forth information regarding the director and executive
officers:
Executive Officers and Directors
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Table 1.
Name Age Positions and Office
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Guenter Bauer 66 Director, Chairman of the Board
Sigfried M. Klein 48 President
Anthony J. Finn 50 Chief Executive Officer
Joerg W. Linder 43 Secretary, Treasurer
Directors are elected to serve until the next annual meeting of stockholders and
until their successors are elected and qualified. The Board of Directors will
seek other qualified individuals to serve on the Board and to form committees to
do the Board's work.
Officers are nominated and appointed by the Board of Directors and serve until
their successors are appointed by the Board of Directors.
Biographical resumes of each officer and director is set forth below.
GUENTER BAUER: Since 2002, Mr. Bauer has owned and operated Hippocampus
Corporate Development, AG, a firm specializing in the design, analysis and
marketing of special investment products principally investment funds. Mr. Bauer
is a graduate of the University of St. Gall, Switzerland.
2
SIGFRIED M. KLEIN: Mr. Klein holds a German Banking License issued by the
Chamber of Commerce & Industry in Darmstadt, Germany. Since 2004, Mr. Klein has
worked for Mazal Enterprises, LLC of Miami, Florida. Mr. Klein has acted as an
investment advisor focused primarily on international commercial real estate
investment projects.
ANTHONY J. FINN: Mr. Finn has been self employed as a financial consultant to
clients in the U.K. and Brazil for the last 10 years.
JOERG W. LINDNER: From 2004 -2007 Mr. Lindner was the Sales Manager in Spain for
a Delta Hamburg. From 2007 to the present, he is the officer manager, sales
manager and account manager for a Spanish company called Gastro Delicatessen.
CONTROL PERSON: Manfred H. Wutzer: Mr. Wutzer has acquired 95.8% of the voting
capital stock of the Company. Mr. Wutzer's age is 60. He is a resident of
Mallorca, Spain. He was educated at the University of Cologne in Germany and
received a Bachelor of Arts and Master of Business Administration. He is the
owner of International Investment & Commerce, Inc., a company involved in the
design and marketing of investment products.
ITEM 8.01 OTHER EVENTS
Prior to departing the Company, the majority shareholders approved a
corporate name change to Apollo Capital, Inc. The Company will implement the
change in the near future.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit
Number Description
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10.1 Form of Stock Purchase and Sale Agreement
10.2 Form of Employment Agreement with Sigfried Klein
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
APOLLO ENTERTAINMENT GROUP, INC.
Dated: October 19, 2009
/s/ Joerg Lindner
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By: Joerg Lindner
Title: Secretary/Treasurer
