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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Apple Green Holding Inc (GM) | USOTC:AGPL | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0401 | 0.00 | 01:00:00 |
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended December 31, 2013
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
|
Commission File No. 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
|
Tel. +603 5636 1869
Fax +603 5636 1771
|
|
(Address of Principal Executive Offices and Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
|
PART I
|
|
|
Item 1.
|
Business
|
4 |
Item 1A.
|
Risk Factors
|
6 |
Item 1B.
|
Unresolved Staff Comments
|
6 |
Item 2.
|
Properties
|
7 |
Item 3.
|
Legal Proceedings
|
7 |
Item 4.
|
Mine Safety Disclosure
|
7 |
|
|
|
PART II
|
|
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
7 |
Item 6.
|
Selected Financial Data
|
8 |
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
9 |
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
10 |
Item 8.
|
Financial Statements and Supplementary Data
|
10 |
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
10 |
Item 9A.
|
Controls and Procedures
|
11 |
Item 9B.
|
Other Information
|
12 |
|
|
|
PART III
|
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
12 |
Item 11.
|
Executive Compensation
|
14 |
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
15 |
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
16 |
Item 14.
|
Principal Accountant Fees and Services
|
16 |
|
|
|
PART IV
|
|
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
16 |
SIGNATURES
|
18 |
●
|
The availability and adequacy of our cash flow to meet our requirements;
|
●
|
Economic, competitive, demographic, business and other conditions in our local and regional markets;
|
●
|
Changes or developments in laws, regulations or taxes in our industry;
|
●
|
Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;
|
●
|
Competition in our industry;
|
●
|
The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;
|
●
|
Changes in our business strategy, capital improvements or development plans;
|
●
|
The availability of additional capital to support capital improvements and development; and
|
●
|
Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.
|
●
|
The “Company,” “we,” “us,” or “our,” are references to the combined business of (i) Apple Green Holding, Inc., a Nevada corporation (“AGPL”), (ii) Apple Green International Limited, a Seychelles company (“AGIL”), (iii) Apple Green Hong Kong Limited, a Hong Kong limited liability company and a wholly-owned subsidiary of AGIL (“AGHK”), (iv) Microbial International Sdn. Bhd., a Malaysia company and a wholly-owned subsidiary of AGIL (“MISB”), and (v) SS Microbial Sdn. Bhd., a company incorporated under the laws of Malaysia and of which MISB owns 55% of the equity interests (“SSM”).
|
|
|
“U.S. dollar,” “$” and “US$” refer to the legal currency of the United States.
|
|
|
|
●
|
“Securities Act” refers to the Securities Act of 1933, as amended.
|
|
|
●
|
“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.
|
|
·
|
Automated messaging and alerts of web surfing;
|
|
·
|
Automated messaging and alerts of mobile network surfing;
|
|
·
|
Automated messaging and alerts of mobile network purchases;
|
|
·
|
Automated messaging and alerts of mobile network downloads;
|
|
·
|
Automated messaging and alerts of internet purchases;
|
|
·
|
Automated messaging and alerts of internet downloads;
|
|
·
|
Extensive query and reporting capabilities;
|
|
·
|
Customizable user-defined enhancements and features; and
|
|
·
|
Simple installation and ease of use.
|
High
|
Low
|
|||||||
Fiscal Year 2012
|
Bid
|
Bid
|
||||||
First Quarter
|
$
|
-
|
$
|
-
|
||||
Second Quarter
|
$
|
-
|
$
|
-
|
||||
Third Quarter
|
$
|
-
|
$
|
-
|
||||
Fourth Quarter
|
$
|
-
|
$
|
-
|
High
|
Low
|
|||||||
Fiscal Year 2013
|
Bid
|
Bid
|
||||||
First Quarter
|
$
|
-
|
$
|
-
|
||||
Second Quarter*
|
$
|
0.21
|
$
|
-
|
||||
Third Quarter
|
$
|
-
|
$
|
-
|
||||
Fourth Quarter
|
$
|
-
|
$
|
-
|
|
●
|
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.
|
Name
|
|
Age
|
|
Position
|
Vincent Loy Ghee Yaw
|
|
39
|
|
Chief Executive Officer, President, Secretary, Treasurer and Director
|
|
|
|
|
|
Hee Chee Keong
|
|
42
|
|
Chief Financial Officer and Director
|
|
|
|
|
|
David Chuah
|
|
41
|
|
Director
|
●
|
The name and address of the proposed candidate;
|
●
|
The proposed candidates resume or a listing of his or her qualifications to be a director of the Company;
|
●
|
A description of any relationship that could affect such person's qualifying as an independent director, including identifying all other public company board and committee memberships;
|
●
|
A confirmation of such person's willingness to serve as a director if selected by the Board of Directors; and
|
●
|
Any information about the proposed candidate that would, under the federal proxy rules, be required to be included in the Company's proxy statement if such person were a nominee.
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
All Other
Compensation
($)
|
Totals
($)
|
||||||||||||||||
Vincent Loy Ghee Yaw
(1)
CEO, President of the Company;
|
FY2013
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||
Hee Chee Keong
(2)
CFO of the Company;
|
FY2013
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||
David Chuah
(3)
Director of the Company
|
FY2013
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||
Elise Travertini
(4)
CEO, CFO of the Company
|
FY2013
FY2012
|
-
|
-
|
-
|
-
|
-
|
-
|
(1)
|
Mr. Loy was appointed as AGPL’s Chief Executive Officer and Director on June 25, 2013.
|
(2)
|
Mr. Hee was appointed as AGPL’s Chief Financial Officer and Director on June 25, 2013.
|
(3)
|
Mr. Chuah was appointed as AGPL’s Director on June 25, 2013.
|
(4)
|
Mr. Travertini was the Company's Chief Executive Officer, Chief Financial Officer, President, Treasurer and Secretary from our inception to June 25, 2013.
|
Name and Address of Beneficial Owner(1)
|
Position
|
Amount and
Nature of
Beneficial
Ownership (2)
|
Percent of Class
|
|||||||
Vincent Loy Ghee Yaw(2)(3)
|
CEO, President and Director
|
391,840,000
|
97.96
|
%
|
||||||
Hee Chee Keong
|
CFO and Director
|
600,000
|
0.15
|
%
|
||||||
David Chuah
|
Director
|
600,000
|
0.15
|
%
|
||||||
All officers and directors as a group (3 persons named above)
|
393,040,000
|
98.26
|
%
|
|||||||
5% Securities Holders
|
||||||||||
Apple Green Venture Sdn. Bhd.
|
389,800,000
|
97.45
|
%
|
(1) | Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on as of the date of this Annual Report (400,000,000 shares), and (ii) t he total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares. |
(2)
|
Includes (i) 2,040,000 shares of Common Stock of the Company held by Mr. Loy on June 25, 2013 and (ii) 389,800,000shares of Common Stock held by Apple Green Venture Sdn. Bhd.
|
(3)
|
Vincent Loy Ghee Yaw is the shareholder and director of Apple Green Ventutre Sdn. Bhd. and has voting and investment power over the shares held by Apple Green Venture Sdn. Bhd.
|
ACCOUNTING FEES AND SERVICES
|
2013
|
2012
|
||||||
Audit fees
|
$
|
5,000
|
$
|
5,300
|
||||
Audit-related fees
|
-
|
-
|
||||||
Tax fees
|
- |
-
|
||||||
All other fees
|
-
|
-
|
||||||
Total
|
$
|
5,000
|
$
|
5,300
|
(a)
|
Financial Statements
|
Financial Statements
|
Page
|
|
Report of independent registered public accounting firm
|
F-2
|
Balance sheets
|
F-4
|
Statements of operations
|
F-5
|
Statements of stockholders’
deficiency
|
F-6
|
Statements of cash flows
|
F-7
|
Notes to financial statements for the years ended December 31, 2013 and 2012
|
F-8 to F-13
|
WELD ASIA ASSOCIATES
(
A PCAOB Registered Firm
)
13-8
, The Boulevard Office, Mid Valley City,
Lingkaran Syed Putra, 59200 Kuala Lumpur,
Malaysia
Tel : (603) 2284 5126
Fax : 2284 7126
E: info@weldasia.com
W: www.weldasia.com
|
For the Period
|
||||||||||||
from Inception
|
||||||||||||
November 15,
|
||||||||||||
Year Ended
|
Year Ended
|
2010 to
|
||||||||||
December 31,
|
December 31,
|
December 31,
|
||||||||||
2013
|
2012
|
2013
|
||||||||||
REVENUES
|
$ | — | $ | — | $ | — | ||||||
EXPENSES
|
||||||||||||
General & Administrative
|
$ | 4,824 | $ | 7,206 | $ | 16,561 | ||||||
Professional Fees
|
31,325 | 1,490 | 43,324 | |||||||||
36,149 | 8,696 | 59,885 | ||||||||||
Loss Before Income Taxes
|
$ | (36,149 | ) | $ | (8,696 | ) | $ | (59,885 | ) | |||
Provision for Income Taxes
|
— | — | — | |||||||||
Loss for the years
|
$ | (36,149 | ) | $ | (8,696 | ) | $ | (59,885 | ) | |||
PER SHARE DATA:
|
||||||||||||
Basic and diluted loss per common share
|
$ | (0.004 | ) | $ | (0.001 | ) | $ | (0.006 | ) | |||
Basic and diluted weighted average common shares outstanding
|
10,200,000 | 10,200,000 | 10,011,972 |
Deficit
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Additional
|
During the
|
|||||||||||||||||||
Common Stock
|
Paid-in
|
Development
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||
Inception - November 15, 2010
|
— | $ | — | $ | — | $ | — | $ | — | |||||||||||
Common shares issued to founder for cash
at $0.001 per share (par value $0.0001) on December 7, 2010
|
9,000,000 | 900 | 8,100 | — | 9,000 | |||||||||||||||
Loss for the period ended December 31, 2010
|
— | — | — | (4,843 | ) | (4,843 | ) | |||||||||||||
— | ||||||||||||||||||||
Balance - December 31, 2010
|
9,000,000 | 900 | 8,100 | (4,843 | ) | 4,157 | ||||||||||||||
Private Placement of 1,200,000 common shares
at $0.01 per share ($0.0001 par value) on
May 18, 2011
|
1,200,000 | 120 | 11,880 | — | 12,000 | |||||||||||||||
Loss for the year ended December 31, 2011
|
— | — | — | (10,197 | ) | (10,197 | ) | |||||||||||||
Balance - December 31, 2011
|
10,200,000 | 1,020 | 19,980 | (15,040 | ) | 5,960 | ||||||||||||||
Loss for the year ended December 31, 2012
|
— | — | — | (8,696 | ) | (8,696 | ) | |||||||||||||
Balance - December 31, 2012
|
10,200,000 | 1,020 | 19,980 | (23,736 | ) | (2,736 | ) | |||||||||||||
Loss for the year ended December 31, 2013
|
— | — | — | (36,149 | ) | (36,149 | ) | |||||||||||||
Balance - December 31, 2013
|
10,200,000 | 1,020 | 19,980 | (59,885 | ) | (38,885 | ) |
For the Period
|
||||||||||||
from Inception
|
||||||||||||
November 15,
|
||||||||||||
Year Ended
|
Year Ended
|
2010 to
|
||||||||||
December 31, 2013
|
December 31, 2012
|
December 31, 2013
|
||||||||||
OPERATING ACTIVITIES
|
||||||||||||
Loss before income taxes
|
$ | (36,149 | ) | $ | (8,696 | ) | $ | (59,885 | ) | |||
Changes in Operating Assets and Liabilities:
|
||||||||||||
Increase (decrease) in accounts payable and accrued liabilities
|
29,032 | (3,274 | ) | 29,610 | ||||||||
Net cash used in operating activities
|
(7,117 | ) | (11,970 | ) | (30,275 | ) | ||||||
FINANCING ACTIVITIES
|
||||||||||||
Due to related party
|
9,275 | — | 9,275 | |||||||||
Note Payable
|
(2,325 | ) | 2,325 | — | ||||||||
Common Stock issued for cash
|
— | — | 21,000 | |||||||||
Net cash provided by financing activities
|
6,950 | 2325 | 30,275 | |||||||||
INCREASE IN CASH AND CASH EQUIVALENTS
|
(167 | ) | (9,645 | ) | — | |||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
167 | 9,812 | — | |||||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$ | — | $ | 167 | $ | — | ||||||
Supplemental Cash Flow Disclosures:
|
||||||||||||
Cash paid for:
|
||||||||||||
Interest expense
|
$ | — | $ | — | $ | — | ||||||
Income taxes
|
$ | — | $ | — | $ | — |
NOTE 1.
|
GENERAL ORGANIZATION AND BUSINESS
|
NOTE 2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
|
NOTE 3.
|
INCOME TAXES
|
NOTE 4.
|
DUE TO RELATED PARTY
|
NOTE 5.
|
STOCKHOLDERS’
DEFICIENCY
|
NOTE 6.
|
RELATED PARTY TRANSACTIONS
|
NOTE 7.
|
GOING CONCERN
|
NOTE 8.
|
THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS
|
NOTE 9.
|
SUBSEQUENT EVENTS
|
(b)
|
Exhibits
|
Exhibit
Number
|
Description
|
|
2.1
|
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).
|
|
3.1
|
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).
|
|
3.2
|
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).
|
|
3.3
|
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).
|
|
4.1
|
Specimen Stock Certificate of Common Stock of Apple Green Holding, Inc.*
|
|
10.1
|
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).
|
|
10.2
|
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).
|
|
21.1
|
List of Subsidiaries. *
|
|
23.1 |
Consent of Independent Registered Public Accounting Firm. *
|
|
23.2 |
Consent of Independent Registered Public Accounting Firm. *
|
|
31.1
|
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;*
|
|
31.2
|
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;*
|
|
32.1
|
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.*
|
|
101.INS
|
XBRL Instance Document.**
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.**
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.**
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.**
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.**
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.**
|
* | Filed herewith. |
**
|
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.
|
May 9, 2014
|
APPLE GREEN HOLDING, INC.
|
|
By:
|
/s/
Vincent Loy Ghee Yaw
|
|
Vincent Loy Ghee Yaw
Chief Executive Officer
|
May 9, 2014
|
By:
|
/
s/
Hee Chee Keong
|
Hee Chee Keong
Chief Financial Officer
|
/s/ Vincent Loy Ghee Yaw
|
May 9, 2014
|
|
Vincent Loy Ghee Yaw
|
||
Director
|
||
/s/ Hee Chee Keong
|
May 9, 2014
|
|
Hee Chee Keong
|
||
Director
|
||
/s/ David Chuah
|
May 9, 2014
|
|
David Chuah
|
||
Director
|
1 Year Apple Green (GM) Chart |
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