Apollo Publication Corporation - Language Problems

This is the time of year when newspapers and magazines hand out annual awards, citing notable achievements of 2005.  Our award for the most audacious business plan of the year goes to Apollo Publication Corporation – a worthy successor to Toks, Inc.  As readers will recall, Toks tried to peddle a wacky plan to take over dozens of the world's largest corporations – companies like General Electric, General Motors, AT& T and AOL Time Warner.  See One Tok Over The Line.  The SEC stepped in and stopped Toks from selling shares to the public – although it is difficult to believe that even the most unsophisticated investors would have signed on for the Company's absurd multi-trillion dollar concoction. 

Toks wanted to take over the world's largest companies.  Apollo, an Ontario, Canada corporation, has bigger plans.  Apollo wants to unite the world.  The Company's incoherent business plan appears to center on the creation of a single language that will unite every living person on the face of the earth.  Esperanto move over.  Here comes Luobus.  Or, as an administrative judge aptly put it: "Apollo's business plan is not altogether clear, but could be described as a visionary plan to undo the result of the biblical story of the Tower of Babel." 

The Company's program is based on the notion that we all were created by the same God, or should we say Goddess, Luo.  Conveniently, Apollo's Chief Executive Officer and "First Director" (and, so far, its only shareholder) bears the name Lucy Luo.  A direct descendant, perhaps?

The Company's mission, in its own words, is this:

The truth is that the human being has been created unequally. There is no equal to all our mind, our body, our characteristic, our personality, our imagination, our voice, our verbaling (sic), our expression, our energy, our ability, our beauty, etc. How could we deal with all these differences?

Apollo Publication Corporation has her mission to unify the world Language, History and Culture, to form all documents of Law on IOE(The Imperial Of the Earth), to print all Specifications and Standards on IOE, to issue the new and only Notes of Currency and Stamp on IOE, to publish News about founding of IOE, to consolidate Globe School Textbooks, to Web World Wide Customers Online purchasing, schooling, banking and charting, etc.

Welcome you to join our team, to support our school texbook (sic), to do what ever you can help no matter big or small. Let's together to build better world on the Earth.

IOE is not the dream but the reality. Believe the God Luo is with you.

This ambitious plan might have escaped notice if not for the fact that Apollo claims that its "team" of directors and advisors is comprised of an impressive list of current and former world leaders, including George Herbert Walker Bush, George W. Bush, Jimmy Carter, James Baker, Fidel Castro, Jacques Chirac, John Paul Manley. Alan Greenspan, Tony Blair, Joseph Lieberman and Pervez Musharrif.

The SEC found it difficult to believe that Ms. Luo has assembled this powerful team – none of whom appear to have acknowledged any involvement with the Company.  Consequently, the Commission has issued a "stop order" suspending the effectiveness of Apollo's registration statement and thereby preventing the Company from selling shares to the public.  The Registration Statement, which recited the Company's incredible list of "directors," included absolutely none of the required financial information.   Not surprisingly, the SEC found this unacceptable.

The stop order followed a one day administrative hearing conducted on September 26, 2005 - which Ms. Luo did not attend.  The Administrative Judge concluded that the Registration Statement was inadequate in several critical respects.  First, the Court found the Company's list of notable directors to be inherently "incredible," despite Ms. Luo's insistence that Apollo is free to hire anyone, including political figures.  While that may be true, those individuals – including world leaders – should be given an opportunity to say yes to a company's invitation.  There is no indication that any of these individuals agreed to lend their names to Apollo - although Ms. Luo apparently forwarded to the SEC "signature pages" purporting to reflect consents signed by "George H. Bush", "George W. Bush," and "Joseph Lieberman."

Second, the Court found that Apollo's Registration Statement lacked any meaningful financial information, despite the requirement of audited financial reports.  Its only reference to finances consisted of a broad statement to the effect that it "has a solid plan for 5 year working capitals and funds…by IPO and "keeps sufficient unrestricted cash on hand to fund our working capital and planned expenditures." 

The Company claims to enjoy investment banking relationships with Canadian Imperial Bank of Commerce (CIBC) and Goldman Sachs.   The Court found no evidence of such business dealings.

Apollo, which apparently did not respond to the merits of the SEC's claims, instead claimed that all documents in the case, except those submitted by Ms. Luo, were forgeries.  This included the statement of a process server who said that notice of the hearing was served upon Ms. Luo.  Ms. Luo said that the process server incorrectly described her appearance and age, although she did not deny receipt of the process.

No world leaders have rallied to Apollo's defense.

Hartley T. Bernstein is a corporate and securities attorney and civil litigator with a specialty in business transactions and civil litigation.