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EX-10.1 - Apollo Entertainment Group, Inc. | v192166_ex10-1.htm |
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: July 7, 2010
APOLLO CAPITAL GROUP,
INC.
(Exact
Name of registrant as specified in its Charter)
Florida
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001-34296
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22-3962092
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State
of Incorporation
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Commission
File No.
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I.R.S.
Employer
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Identification
No.
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20900 N.E. 30th Ave., 8th Floor, Aventura, FL
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33180
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number( 786 )
871
- 4858__
n/a
(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
(17 CFR 240-14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240-13e-4(c))
As used throughout this report,
unless the context otherwise requires the terms “Apollo,” “we,” “us,” “the
Company” and
“our
Company” refer to
Apollo Capital Group, Inc. and its subsidiaries.
Item
1.01 Entry
Into a Material Definitive Agreement.
Item
2.01 Completion
of Acquisition or Disposition of Assets.
Item
3.02 Unregistered
Sale of Securities.
On July
7, 2010, Apollo entered into a Share Exchange Agreement (the “Share Exchange Agreement”)
with the shareholders of Celestial Investments, Ltd. (“Celestial”), a United Kingdom
private limited company, including Ciaran Kelly, a director of Apollo, and
consummated the transaction contemplated thereby. Pursuant to the
Share Exchange Agreement, Apollo acquired all of the outstanding shares of
Celestial’s capital stock from its three shareholders, in exchange for the
issuance of an aggregate of 6,000,000 shares of Apollo common stock, (the “Apollo Shares”) including
1,800,000 Apollo Shares to Mr. Kelly (the “Share
Exchange”). The Apollo Shares were issued pursuant to the
exemption from registration attached by Regulation S under the Securities
Act. Upon completion of the Share Exchange, Celestial became a
wholly-owned subsidiary of Apollo.
Celestial
Investments has been appointed by Celestial Green, Ltd. (“Celestial Green”) as the
exclusive sales agent in the United Kingdom and Northern Ireland for the sale of
carbon credits generated by a project to reduce greenhouse gas emissions from
deforestation
and forest degradation, which
Celestial Green intends to conduct on approximately 15.2 million hectares of
land it owns or leases in the Brazilian state of Rondonia. Humberto
Medeiras de Moraes, our Vice President and João Borges Andrade, one of our
directors, are members
of Celestial Green’s management
team.
We intend
to focus our efforts on Celestial Investment’s business activities and to
continue to explore the acquisition of other complementary ventures in fields
relating to mining and reforestation.
Item
9.01 Financial
Statements and Exhibits.
Exhibits
10.1
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Share
Exchange Agreement dated as of July 7, 2010, by and among Apollo Capital
Group, Inc., Celestial Investments, Ltd. And the Shareholders of Celestial
Investments, Ltd.
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SIGNATURE
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
CAPITAL GROUP, INC.
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Dated:
August 2, 2010
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By:
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/s/ Sigfried M. Klein
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Sigfried
M. Klein, President
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