As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/22/09  Apollo Capital Group, Inc.        8-A12G                 1:20K                                    Edgarbiz Inc/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Form 8-A Amendment No. 1                            HTML     18K 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

Amendment No. 1 to Registration Statement on

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

APOLLO ENTERTAINMENT GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s Telephone Number, Including Area Code: 818-539-6507

 

Securities to be registered to Section 12(b) of the Act:

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [  ]

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ X ]

 

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

Common Stock

(Title of class)

 

____________

(Title of class)

 

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EXPLANATORY NOTE

 

Apollo Entertainment Group, Inc. is filing this Amendment No. 1 to its Form 8-A filed April 30, 2009 to reflect that the securities being registered are being registered pursuant to Section 12 (g) of the Act and not Section 12 (b) of the Act.

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1. Description of Registrant’s Securities to be Registered

 

GENERAL

 

The following is a summary of information concerning the capital stock of the Company. The summaries and descriptions below do not purport to be complete statements of the relevant provisions of the Company’s Articles of Incorporation and all amendments thereto. The summary is qualified by reference to these documents, which you must read for complete information on the capital stock of the Company. The Articles of Incorporation and all amendments thereto and by-laws of the Company are included as exhibits to the Company’s registration statement.

 

COMMON STOCK

 

We have 100,000,000 shares of Common Stock, $.001 par value authorized, of which 15,377,393 are currently issued and outstanding.

 

VOTING RIGHTS

 

Holders of Common Stock have the right to cast one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy, on all matters submitted to a vote of holders of common stock, including the election of directors. There is no right to cumulative voting in the election of directors. Except where a greater requirement is provided by statute or by the Certificate of Incorporation, or by the bylaws, the presence, in person or by proxy duly authorized, of the holder or holders of fifty percent (50%) of the outstanding shares of the our Common Stock shall constitute a quorum for the transaction of business. The vote by the holders of a majority of such outstanding shares is required to effect certain fundamental corporate changes such as liquidation, merger or amendment of our Certificate of Incorporation.

 

DIVIDENDS

 

There are no restrictions in our Certificate of Incorporation or bylaws that prevent us from declaring dividends. We have not declared any dividends, and we do not plan to declare any cash dividends in the foreseeable future.

 

PRE-EMPTIVE RIGHTS

 

Holders of Common Stock are not entitled to pre-emptive or subscription or conversion rights, and there are no redemption or sinking fund provisions applicable to the Common Stock. All outstanding shares of common stock are, and the shares of common stock offered hereby will be when issued, fully paid and non-assessable.

 

Item 2. Exhibits.

 

None.

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

 

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