APT MOTOVOX GROUP INC, (OTC: MTVX)
Headquarters: 8844 Hillcrest Rd Kansas City, MO 64138 (816) 767-8783
APT Group, Inc. is comprised of American Performance Technologies, LLC,
APT Powersport & Utility Products, LLC, APT IP Holdings, LLC and APT Real Estate, LLC.
TO VIEW SEC FILINGS & DISCLOSURES CLICK HERE...
Current Information About Products, Sales, Management Philosophy and
Promotion Information Can Be Found By Visiting The Company's Various Websites
Translogic 175: MotoPed
Power APT: http://www.powerapt.com
Share Structure (As of May 9, 2014)
20 BILLION Authorized Common Shares
Preferred: 500M. Issued and Outstanding: 6,052,367,975 (as of August 18, 2014. Current estimates 9 billion or higher)
On May 9, 2014, the Company obtained the approval of the Authorized Amendment by written consent of the stockholders that are the record owners of 370,255,528 shares of common stock and 17,575,239 shares of Series E Convertible Preferred Stock which represents an aggregate of approximately 61% of the voting power as of May 9, 2014.
Preferred Shares (A, B, C & E)
No Class A issues or outstanding
500K Class B (Old FROZ Mgmt)
19,738,646 Class C
22,155,729 Class E
The names of the shareholders of record who hold in the aggregate a majority of our total issued and outstanding common stock and Series E Convertible Preferred Stock and who signed the written consent of stockholders are: (i) Troy A. Covey holding of record 75,000,000 shares of common stock and 10,323,868 shares of Series E Convertible Preferred stock (35%); (ii) William P. Maher holding of record 145,255,528 shares of common stock and 290,511 shares of Series E Convertible Preferred stock (2%); (iii) Wayne Patterson holding of record 75,000,000 shares of common stock and 3,815,878 shares of Series E Convertible Preferred stock (13%); (iv) William C. Dyess holding of record 75,000,000 shares of common stock and 3,144,982 shares of Series E Convertible Preferred stock (11%).
Class C is restricted for 18-months from issance date
Class E is exclusively to those who worked for years developing products to shelves; restrcited for 12-months from issuance date
NOTE: Class C and Class E - exclusive issuance to the legacy investors and employees of APT
NOTE: OTC does not currently list an accountant/ auditing firm. No audited financials have been provided for FY 2014.
On September 15, 2014 MaloneBailey CPA filed an 8K-A consolidated audited financials of American Performance Technologies -and- Frozen Food Gift Group (f/k/a/ FROZ) through FY 2013. On page 6, in a message to shareholders, they stated "Company has a working capital deficit of $20,300,467 at December 31, 2013, which raises substantial doubt about its ability to continue as a going concern."
PRESS RELEASES and NEWS:
APT Group, Inc. Announces Company Renamed: APT MotoVox Group, Inc.
CEO & President Interviewed about Company's Future
APT Group, Inc. Covered By Most Respected Industry Publication
APT Presents Revolutionary Technology at Space Resources and Lunar Mining
APT Announces SmartCarb Development and Supplier Agreement with Gas Gas
APT Group Shareholder Update
New Audit Firm
10/20/2014 - APT MotoVox Wins "Rookie of the Year" at 2014 AIMExpo
10/16/2014 - Motoped Video From 2014 AIMExpo: http://youtu.be/3EAHvTpzPfQ
10/15/2014 - Pictures From The 2014 AIMExpo: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=107275906
10/06/2014 - APT Launces NEW Online Store: http://ih.advfn.com/p.php?pid=nmona&article=63937251
09/15/2014 - 8-K/a: http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001486526&owner=exclude&count=40&hidefilings=0
09/12/2014 - 8-K: http://www.sec.gov/cgi-bin/browse-edgar?action="getcompany&CIK=0001486526&owner=exclude&count=40&hidefilings=0"" rel="nofollow" target="_blank">http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001486526&owner=exclude&count=40&hidefilings=0" rel="nofollow">http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001486526&owner=exclude&count=40&hidefilings=0
Facebook Pages: Smartcarb is reportedly being used in street legal motorcycle applications including Zaeta motorcycles. Smartcarb sells for about $800 each. SmartCarb® Pictures: http://www.flickr.com/photos/89546082@N08/ SonicFlowTM 2-Cycle Engines
(currently under development
) The engine family was initially designed for the domestic market expanding into all small engine applications including outdoor products, generators, hybrid power plants, etc. Potential for this engine family outside is claimed by management to be significantly greater outside North America. PATENTS HELD or CLAIMED SmartCarbTM http://www.google.com/patents/US20130206107
http://patentscope.wipo.int/search/en/detail.jsf?docId=WO2012003066&recNum=267&docAn=US2011039254&queryString=%2522Internal%2520Combustion%2520Engine%2522&maxRec=33596 http://www.google.com/patents/WO2012003066A2?cl=en (Improved carburetor and methods) Other Patents US Patent Application No: 2013/0206,107 CARBURETOR AND METHODS THEREFOR TRADEMARKS HELD or CLAIMED http://tess2.uspto.gov/bin/showfield?f=doc&state=4803:vei111.2.1 http://tess2.uspto.gov/bin/showfield?f=doc&state=4803:vei111.2.2 http://tess2.uspto.gov/bin/showfield?f=doc&state=4803:vei111.2.3 http://www.trademarkia.com/apt-85324693.html History As A Public Company
March 21, 2014, Frozen Food Gift Group, Inc., ("Company or "FROZ") entered into a Share Exchange Agreement with APT Group, Inc. ("APT"). The parties entered into a share exchange transaction pursuant to which the shareholders of APT ("Sellers" or "APT Shareholders") shall exchange up to one hundred percent (100%) of the total issued and outstanding shares of APT ("APT Shares") for Company Shares ("Exchange Shares"), resulting in APT being a wholly-owned or controlled subsidiary of the Company, and the Company being controlled by the existing shareholders of APT.
In consideration of the Share Exchange Agreement, the management of FROZ shall return to treasury and shall cancel 20,000,000 shares of Series B Preferred Stock, which as of today's filing represents approximately 90% of the total capitalization of FROZ in combined preferred and common stock. The remaining 500,000 Series B Preferred Shares will be retained by FROZ stockholder Matthew Schissler. Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock shall be designated by FROZ and the appropriate documentation filed with the Secretary of State of Delaware; the shares of such series of FROZ Preferred Stock shall be available for issuance at the Closing pursuant to the respective provisions hereof calling for such issuance at the Closing; and there shall exist no pending action, contract provision, provision of any charter document, or other circumstance or condition which does or would restrict the issuance thereof in accordance with the respective provisions hereof. In addition, as consideration for the Share Exchange Agreement to be finalized, the management of FROZ shall ensure that no shares of Series A Preferred Stock shall be issued and outstanding as of the Closing Date.
As consideration for the sale of their APT Shares by the APT Shareholders to the Company, the Company shall issue to each APT Shareholder, a unit (an "Exchange Unit") consisting of (a) shares of the Company's Common Stock on the basis of 282.97 Exchange Shares for each APT Share sold by an APT Shareholder; (b) an equivalent number of shares of the Company's Preferred Stock, which Preferred Stock shall be convertible after twelve (12) months by the holder thereof into shares of the Company's Common Stock; and (c) one (1) share of the Company's Series C Preferred Stock, which Series C Preferred Stock shall be convertible after eighteen (18) months by the holder thereof into shares of the Company's Common Stock equal to one hundred percent (100%) of the number of shares of the Company's Common Stock. Subject to the performance or waiver of all of the conditions of the Share Exchange Agreement, the Closing of the Transaction will take place three business days from the date that each Party has notified the other that all conditions to Closing for which such Party is responsible have been satisfied or waived, but not later than April 30, 2014, or such later date as may be mutually agreed by FROZ and APT.
Immediately following the Closing, the capitalization of the Company shall be as follows (subject to updating share issuances between today's date and the Closing Date): the Company shall have 20,000,000,000 shares of FROZ Common Stock authorized, of which 897,071,625 shares shall be issued and outstanding, and 500,000,000 shares of Preferred Stock authorized, further designated into two classes of Preferred Stock identified as (i) Series A Preferred Stock, of which 9,118,108 shares are authorized and none are issued and outstanding; and (ii) Series B Preferred Stock, of which 20,500,000 shares are authorized and 500,000 shall be issued and outstanding. Each share of Series A Preferred Stock is convertible into 9,118,108 shares of FROZ Common Stock, and each share of Series B Preferred Stock is convertible into five hundred (500) shares of FROZ Common Stock. At the Closing, the Company shall have filed with the Secretary of State of Delaware to designate three additional classes of Preferred Stock. The number of shares of FROZ Preferred and Common Stock combined issued to APT Shareholders shall equal approximately and collectively, ninety-five percent (95%) of the total number of shares of FROZ Common Stock issued and outstanding as of the Closing Date. History of Company Management
On March 27, 2014, the Board of Directors of Frozen Food Gift Group, Inc., appointed Troy A. Covey and N. Douglas Pritt to serve as Directors of the Company. Mr. Troy A. Covey has served as the President of APT Group, Inc., and its subsidiaries from 2007 to present. N. Douglas Pritt is currently the Chief Executive Officer of Energy Revenue America, where he has served from 2012 to present. He had previously served as Chairman and Chief Executive Officer of NavStar Technologies, Inc., from 2002 through 2012.
On March 27, 2014, Matthew L. Schissler resigned as Chairman of the Board of Directors of Frozen Food Gift Group, Inc. There was no disagreement with the Company on any matter in connection with his departure.
On March 27, 2014, Jonathan F. Irwin resigned as the Chief Executive Officer, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer of Frozen Food Gift Group, Inc. There was no disagreement with the Company on any matter in connection with his departure.
On March 27, 2014, John A. Berkeridge, Jr., resigned as a member of the Board of Directors of Frozen Food Gift Group, Inc. There was no disagreement with the Company on any matter in connection with his departure.
On April 1, 2014, the Board of Directors of Frozen Food Gift Group, Inc., appointed Troy A. Covey to serve as President of the Company. Mr. Troy A. Covey has served as President of American Performance Technologies since 2007. Mr. Covey co-founded APT in 2007 with a mission to lead the motorsports and utility products industry in energy conservation, quality design, high performance manufacturing and cutting edge technology. Prior to founding APT, he launched two other entrepreneurial consumer products businesses.
On April 1, 2014, the Board of Directors of Frozen Food Gift Group, Inc., appointed Wayne Patterson to serve as Chief Executive Officer of the Company. Mr. Wayne Patterson has served as Chief Executive Officer of American Performance Technologies since 2007. Mr. Patterson oversees product development, sales and marketing. Wayne’s background includes co-founder of Alpine Electronics, SVP of Specialized Bicycle Corporation, corporate restructure and strategic development for Oakley, and category development/M&A/Board of Directors for Nike. Over the last 30 years, Mr. Patterson has worked as a senior consultant and or held senior executive positions at major consumer brands including Nike, Specialized, Oakley, Mattel, Polaris, Sony, Trek, Schutt, Alpine and others. He holds a B.A. in Business from San Jose State University.
EFFECTIVE May 30, 2014: William Maher, SVP Corporate and Legal Affairs, will step in as interim- Chief Financial Officer until selection and announcement of a replacement. "With this smooth transition, APT will maintain its focus on improving our ability to execute on our growth strategy and deliver strong results on behalf of its shareholders.
On April 1, 2014, the Board of Directors of Frozen Food Gift Group, Inc., appointed Colin Ohler to serve as Chief Operating Officer of the Company. Mr. Colin Ohler has served as Chief Operating Officer of American Performance Technologies since 2013. Mr. Ohler oversees product development, sourcing, industrialization, supply chain management, logistics, and Asia sales. Mr. Ohler was previously employed as Vice President of Burton Corporation Asian Operations and as Director/General Manager of K2 Asia. In these roles, he established product development, manufacturing, sourcing, supply chain management, and China sales. Mr. Ohler was also a Research Engineer/Rocket Scientist at Southern Research Institute, where he tested and analyzed rocket motors. He received an Executive M.B.A. with Honors from the University of Iowa Tippie School of Management, and a Master of Science and B.S. in Mechanical Engineering at the University of Kansas. Mr. Ohler reads, writes and speaks fluent Mandarin.
On April 1, 2014, the Board of Directors of Frozen Food Gift Group, Inc., appointed William Maher to serve as Senior Vice President, Corporate and Legal Affairs of the Company. Mr. William Maher served as Chief Financial Officer of American Performance Technologies from 2011 to 2012 and as Senior Vice President, Corporate and Legal Affairs since 2013. Mr. Maher oversees capital formation, regulatory issues, treasury management, human resources, and legal affairs. Prior to joining APT in 2011, Mr. Maher owned several businesses in the finance and factoring industries. He has also held roles in the United States, Japan, and Thailand in commercial banking, venture incubation, international business development, and was an adjunct professor of business strategy. Mr. Maher received a bachelor’s degree from American Intercontinental University, an M.B.A. from the University of Phoenix, and a J.D. from Concord Law School. Mr. Maher reads, writes, and speaks fluent Japanese and is conversant in Thai.
On April 1, 2014, the Board of Directors of Frozen Food Gift Group, Inc., appointed William C. Dyess to serve as Senior Vice President, Director of Research and Development of the Company. Mr. William C. Dyess is a co-founder of the Company and has served as Senior Vice President, Director of Research and Development of American Performance Technologies since 2007. Prior to that, Mr. Dyess served as President / CEO of Case Supercharged Induction. Mr. Dyess was involved in two-cycle engine development at the University of Wyoming as a Principal Research Investigator for several federally funded SBIR Low emissions research and development projects and was a faculty advisor for numerous SAE collegiate design competitions. CAVEAT The iBox does not contain every bit of information about APT or all that has happend since the reverse merger between APT GROUP and FROZ on March 2014. Every individual MUST perform rtheir own "due diligence" pior to investing.