SECURITIES AND EXCHANGE
WASHINGTON, D.C. 20549
PURSUANT TO SECTION
13 OR 15(D) OF THE
ACT OF 1934
Date of Report (Date of
earliest event reported): November 15, 2012
(Exact name of registrant
as specified in its charter)
|(State or other jurisdiction
of incorporation or
||(Commission File Number)
c/o Anslow &
195 Route 9 South,
|(Address of principal executive offices)
|Registrant’s telephone number, including area code: (713) 600-8888|
c/o Nautilus Global Partners
800 Town & Country Boulevard, Suite 420, Houston, TX
||(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into
a Material Definitive Agreement.
On November 15, 2012
(the “Closing Date”), Apollo Acquisition Corporation (the “Company”), Access America Fund, L.P. (the “Seller”),
and Sword Dancer, LLC (the “Purchaser”) entered into and closed a Stock Purchase Agreement (the “Agreement”),
whereby the Purchaser agreed to purchase from the Seller, 781,250 ordinary shares of the Company’s capital stock, par value
$0.01128 per share, (the “Shares”), representing approximately 78.3% of the issued and outstanding ordinary shares
of the Company, for an aggregate purchase price of $33,334 (the “Purchase Price”).
The foregoing description
of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by
Item 5.01 Change in
Control of Registrant.
The information contained
in Item 1.01 of this Report is incorporated herein by reference in its entirety in response to this Item 5.01.
As a result of the Transaction, the Purchaser acquired 78.3% of the Company’s outstanding shares
of common stock from the Seller.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain
Upon the closing of the
Transaction, David Richardson and Joseph Rozelle submitted resignation letters pursuant to which Mr. Richardson resigned as director
and Mr. Rozelle resigned as President, Chief Financial Officer, and Director of the Company, effective as of the Closing Date.
Mr. Richardson’s and Mr. Rozelle’s resignations were not the result of any disagreement with us on any matter relating
to our operations, policies (including accounting or financial policies) or practices.
(b) Appointment of
Directors and Officers
On the Closing Date,
Gregg E. Jaclin was elected by our board of directors (the “Board”) to serve as the sole member of the Board. In addition,
Mr. Jaclin was appointed by our Board as the Company’s President, Chief Executive Officer, Chief Financial Officer
and Secretary. The appointment of Gregg E. Jaclin as a member the Company’s Board and as the Company’s officer was
effective immediately on the Closing Date upon the consummation of the Transaction.
A brief description of the background experience of our new officer and director is as follows:
Gregg E. Jaclin, 42
E. Jaclin is a partner at Anslow & Jaclin, LLP. Mr. Jaclin is a securities and corporate lawyer whose practice focuses
on securities, financings, mergers and acquisitions and corporate representation. He is experienced in a wide variety of
capital raising transactions representing issuers, investors and investment banks, as well as various parties in a variety of corporate,
securities and financial transactions. His experience has spanned a wide variety of industries, from core manufacturing to biotech,
high-tech and clean-tech, and has been both national and international in scope. He
graduated from University of Maryland with a B.A. degree in government and politics and received his Juris Doctor from Cardozo
Law School. He is a member of both the New York and New Jersey bars.
Term of Office
Our director is appointed
for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance
with our bylaws. Our officer are appointed by our Board of Directors and hold office until removed by the Board of Directors.
There are no family relationships
between our directors and officers.
Item 9.01 Financial
Statement and Exhibits.
||10.1 Stock Purchase Agreement among the Company, Access America Fund, L.P. and Sword Dancer, LLC, dated as of November 15, 2012.|
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 Acquisition Corporation|
||/s/ Gregg E. Jaclin|
||Name: Gregg E. Jaclin|
||Title: President and Chief Executive Officer|
||Dated: November 16, 2012|