UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

X .	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For fiscal year ended: December 31, 2014
	For fiscal year ended: December 31, 2015
.		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from _______________ to _______________

Commission file number: 000-1380412

~~Angstron~~HK ~~Holdings~~Graphene Technology Corporation (Exact name of registrant as specified in its charter)

Delaware		20-5308449
Nevada		20-5308449
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

800 E. Colorado Blvd., Suite 888

Pasadena, California

91101

(Address of principal executive offices)

(Postal Code)

Registrant’s telephone number, including area code: 626-683-9120

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes . No X .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

Yes . No X .

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X . No .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes X . No .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See the definitions of the “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X . No .

As of April __11, ~~2015~~2016, there were 1538,~~277~~695,~~039~~519 shares of the registrant’s common stock, par value $0.001, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS


Item Number and Caption		Page
Forward-Looking Statements		4

PART I		5

1.	Business	5
1A.	Risk Factors	6
1B.	Unresolved Staff Comments	6
2.	Properties	6
3.	Legal Proceedings	6
4.	Mine Safety Disclosures	6

PART II		7

5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
6.	Selected Financial Data	8
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
7A.	Quantitative and Qualitative Disclosures About Market Risk	10
8.	Financial Statements and Supplementary Data	10
9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	10
9A.	Controls And Procedures	10
9B.	Other Information	11

PART III		12

10.	Directors, Executive Officers, and Corporate Governance	12
11.	Executive Compensation	14
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
13.	Certain Relationships and Related Transactions, and Director Independence	16
14.	Principal Accountant Fees and Services	17

PART IV		18

15.	Exhibits and Financial Statement Schedules	18

Signature		21

FORWARD-LOOKING STATEMENTS

Except for historical information, this report contains forward-looking statements. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should carefully review the risks described in this Annual Report and in other documents we file from time to time with the Securities and Exchange Commission (“SEC”). You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-K to “~~Angstron~~HK ~~Holdings~~Graphene Technology Corporation,” the “Company,” “we,” “us” or “our” are to ~~Angstron~~HK ~~Holdings~~Graphene Technology Corporation.

PART I

ITEM 1.

BUSINESS

History and Overview

We were incorporated in the State of Nevada on June 28, 2006 under the name Loreto Corporation. The Company was formed to design, print, market and sell greeting cards, wrapping paper, stationery products and collectibles in retail locations throughout Mexico. (Between 2006 and 2013 the ~~“Legacy~~Company ~~Business”)~~underwent name changes and ultimately redirected its primary business focus to seek quality assets and investment opportunities.

~~During~~As ~~the~~of ~~latter~~March ~~part~~11, ~~of 2007~~2013, we ~~discontinued~~sold 1,300 shares of our ~~Legacy~~Series ~~Business~~A ~~and,~~convertible inpreferred ~~mid-2008~~stock, we$0.001 ~~decided~~par tovalue ~~redirect~~per ~~our~~share ~~business~~(“Series ~~focus~~A ~~and~~Preferred ~~strategy~~Stock”), ~~towards~~to ~~identifying~~Commonwealth ~~and~~Investments, ~~pursuing~~LLC, ~~business~~a ~~opportunities~~California inlimited ~~the~~liability ~~mining~~company ~~sector~~(“Commonwealth”). inThese ~~South~~shares ~~America.~~of InSeries ~~connection~~A ~~with~~Preferred ~~this~~Stock ~~change~~are ofconvertible ~~business~~into ~~focus,~~an onaggregate ~~July~~of 312,770,339,600 ~~2008~~shares of Common Stock, werepresenting ~~changed~~approximately 99.0% of our ~~name~~common toequity ~~Loreto~~on ~~Resources~~an ~~Corporation~~as-converted basis.

InOn ~~mid-2010~~March 22, 2013, we changed our ~~focus~~name to ~~primarily~~HK ~~seeking~~International ~~quality~~Group, ~~assets~~Inc., and ~~investment~~increased ~~opportunities. During~~our ~~the~~number ~~quarter~~of ~~ended~~authorized ~~September~~shares 30of capital stock to 3,000,000,000 ~~2010~~shares, weconsisting ~~closed~~of ~~our~~(i) ~~office~~2,000,000,000 inshares ~~Lima~~of Common Stock, ~~Peru~~and (ii) 1,000,000,000 shares of Preferred Stock, 1,300 shares of which have previously been designated as Series A Preferred Stock.

AsIn ofApril ~~March 11,~~ 2013, wethe ~~sold~~Company ~~1,300~~effectuated ~~shares of our Series A convertible preferred stock, $0.001 par value per share (“Series A Preferred Stock”), to Commonwealth Investments, LLC,~~ a ~~California~~reverse ~~limited~~split ~~liability company (“Commonwealth”). These shares~~ of ~~Series~~the ACompany’s ~~Preferred Stock are convertible into an aggregate of 12,770,339,600 shares of Common Stock, representing approximately 99.0% of our~~ common ~~equity~~stock on anthe ~~as-converted~~ basis; ~~provided, however, that, we did not have a sufficient number~~ of ~~authorized~~one ~~shares~~share ~~available~~for toeach ~~convert~~100 ~~all of the~~ shares ofissued ~~Series~~and ~~A Preferred Stock to Common Stock until the Reverse Stock Split was effective on April 16, 2013~~outstanding.

On March 22, 2013, we changed our name to HK International Group, Inc., and increased our number of authorized shares from 310,000,000 shares consisting of (i) 300,000,000 shares of Common Stock, and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”), 1,300 shares of which have been designated as Series A Preferred Stock, to 3,000,000,000 shares, consisting of (i) 2,000,000,000 shares of Common Stock, and (ii) 1,000,000,000 shares of Preferred Stock, 1,300 shares of which have previously been designated as Series A Preferred Stock (“Share Increase”).

Effective April 16, 2013, the Company’s board of directors approved a reverse split of the Company’s common stock on the basis of one share for each 100 shares issued and outstanding (1:100 reverse stock split).

On June 21, 2013, we changed our name to Hygeialand Biomedical Corporation. Following FINRA’s approval, on July 11, 2013, the name change, and the change of our trading symbol to “HBMC,” became effective in the market.

InOn July 12, 2013, in connection with the change of our business focus (described above), we split off ~~(the “Split-Off”)~~ our wholly-owned Peruvian subsidiary, Loreto Resources Peru S.R.L. Compania Minera (the “Subsidiary”), ~~which is in the process of being dissolved,~~ to Luis F. Saenz, our former sole officer and director. We(the ~~entered into a Spilt~~“Split-Off”). ~~Agreement~~In (connection with the “Split-Off, ~~Agreement”~~(1) ~~with~~we contributed, assigned, conveyed and transferred all of our assets and property and all of our debts, adverse claims, liabilities, judgments and obligations relating to the Subsidiary, whether accrued, contingent or otherwise and whether known or unknown, to Mr. Saenz; (as2) ~~discussed~~we ~~below~~transferred all of the outstanding capital stock of the Subsidiary to Mr. Saenz; (3) Mr. Saenz agreed to ~~effect~~indemnify us and our officers and directors against any third party claims relating to the ~~Split-Off~~Subsidiary; and (4) the Subsidiary and Mr. Saenz released us and our present and former officers, ~~dated~~directors, asstockholders, ofemployees, ~~July~~agents, 12attorneys and representatives from any and all claims, ~~2013~~actions, (obligations, liabilities and the “like, ~~Split-Off~~incurred ~~Closing~~or ~~Date”)~~suffered by the Subsidiary or Mr. Saenz arising from, ~~and~~relating to or in any way connected with, any fact, event, transaction, action or omission that occurred or failed to occur on or prior to the Split-Off ~~has~~and ~~been~~related ~~completed~~to the Subsidiary.

Pursuant to the Split-Off Agreement, as of the Split-Off Closing Date:

we contributed, assigned, conveyed and transferred all of our assets and property, and all of our debts, adverse claims, liabilities, judgments and obligations relating to the Subsidiary, whether accrued, contingent or otherwise and whether known or unknown, to Mr. Saenz;

we transferred all of the outstanding capital stock of the Subsidiary to Mr. Saenz;

Mr. Saenz agreed to indemnify us and our officers and directors against any third party claims relating to the Subsidiary; and

the Subsidiary and Mr. Saenz pledged not to sue us and forever release us and our present and former officers, directors, stockholders, employees, agents, attorneys and representatives from any and all claims, actions, obligations, liabilities and the like, incurred or suffered by the Subsidiary or Mr. Saenz arising from, relating to, or in any way connected with, any fact, event, transaction, action or omission that occurred or failed to occur on or prior to the Split-Off Closing Date and related to the Subsidiary.

On July 23, 2013, we changed our name to Angstron Holdings Corporation. Following FINRA’s approval, on August 19, 2013, the name change, and the change of our trading symbol to “ANGP,” became effective in the market.

On August 7, 2013, we increased our number of authorized shares ~~from 3,000,000,000 shares~~ of capital stock, ~~consisting of (i) 2,000,000,000 shares of Common Stock, and (ii) 1,000,000,000 shares of Preferred Stock, 1,300 shares of which have been designated as Series A Preferred Stock,~~ to 6,000,000,000 shares ~~of capital stock~~, consisting of (i) 5,000,000,000 shares of Common Stock, and (ii) 1,000,000,000 shares of Preferred Stock, 1,300 shares of which have previously been designated as Series A Preferred Stock.

On July 31, 2015, we changed our name to HK Graphene Technology Corporation. The name change was made pursuant to Section 92A.180 of the Nevada Revised Statutes by merging a majority-owned subsidiary of the Company with and into the Company. The Company is the surviving corporation and, in connection with the merger, Article One of the Company’s Articles of Incorporation was amended to change the Company’s corporate name to HK Graphene Technology Corporation, pursuant to Articles of Merger filed with the Secretary of State of the State of Nevada. Following FINRA’s approval, the change of our trading symbol to “HKGT,” became effective in the market.

Going forward, our plan is to acquire other assets or business operations that will maximize shareholder value. However, no specific assets or businesses have been definitively identified and there is no certainty that any such assets or business will be identified or any transactions will be consummated.

Recent Changes to Management

On February 9, 2015, Jianguo Xu resigned as the Chief Financial Officer, Treasurer and Secretary of the Company in connection with Mr. Xu’s resignation, the Board of Directors of the Company designated Chunhua Huang, Ph.D. to serve and perform the functions of Chief Financial Officer and Treasurer and Shuning Luo, to serve and perform the functions of the Secretary.

On September 28, 2015, Dr. Yunfeng Lu resigned as director of the Company.

Research and Development

OnEffective ~~November~~as 3of June 1, ~~2014~~2015, the Company ~~assumed~~entered ~~all~~into ~~rights~~a ~~and~~Gift ~~duties~~Agreement ~~under~~(the ~~that~~“Agreement”) ~~certain~~with ~~Sponsored~~The ~~Research~~Regents ~~Agreement~~of ~~No.~~the ~~20150727~~University ~~entered~~of ~~into~~California ~~between~~(“Regents ~~Hybrid~~of ~~Kinetic~~the ~~Motors Corporation~~University”), ~~Delaware~~acting ~~Corporation~~through ~~(“HKMC”)~~the ~~and~~offices ~~The~~of ~~Regents~~the Henry Samueli School of Engineering and Applied Science at the University of California, ~~(the~~Los Angeles (“~~University~~UCLA School of Engineering and Applied Science”), ~~from~~pursuant ~~HKMC~~ to ~~act~~which as the ~~sponsor~~Company ~~related~~agreed to ~~the~~pledge ~~development~~$3,500,000 ofover ~~advance~~a ~~energy~~seven ~~storage~~(7) ~~devices~~year ~~for~~period EVwith ~~and REEV (~~the ~~“Research”).~~initial ~~The~~payment ~~Research~~of ~~began~~$500,000 made on ~~October~~December 131, ~~2014~~2015, ~~and~~to ~~will~~the ~~continue~~Regents ~~for~~of the University, in support of a ~~period~~research center at the UCLA School of ~~three~~Engineering ~~(3)~~and ~~years~~Applied ~~through~~Science. In ~~September~~exchange 30for such payment, ~~2017.~~the ~~The~~University ~~cost~~of California, Los Angeles has agreed to create the ~~Company~~HK ~~for~~Graphene ~~the~~Technology ~~University’s~~Corporation ~~performance~~Research ~~hereunder~~Center, ~~will~~to be ~~$450,000~~located orat ~~$150,000~~the ~~per~~UCLA ~~year~~School of Engineering and Applied Science.

Employees

As of the date of this report, we do not have any full time employees.

ITEM 1A.

RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are not required to provide the information under this item.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

~~None~~On October 22, 2015, the Securities and Exchange Commission (the “SEC”) requested that we make arrangements with our auditors to revise the opinion paragraph of their audit report to also cover the Company’s balance sheet as of December 31, 2013 and the statements of operations, changes in stockholders’ deficit and cash flows for the year then ended, consistent with the first paragraph of their audit report. The SEC asked that we further amend our Form 10-K to include the auditor’s revised report. On November 3, 2015, we filed an amendment to our 10-K to include the revised audit report from our auditors in response to the SEC letter, which we believe fulfilled the SEC’s request. We have not yet received a response from the SEC.

ITEM 2.

PROPERTIES

We have not owned or rented any properties during the last two fiscal years. As of ~~March~~the ~~31,~~date ~~2015~~of this filing, our executive offices are located at 800 East Colorado Boulevard, Suite 888, Pasadena, CA 91101 and cover an area of approximately 8,142 square feet. ~~The use of these offices is supplied to us on a rent free basis by an affiliated party.~~

ITEM 3.

LEGAL PROCEEDINGS

No legal or governmental proceedings are presently pending or, to our knowledge, threatened, to which we are a party.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Common Stock is currently listed on ~~the~~OTCPink ~~OTC Bulletin Board~~ under the symbol “~~ANGP~~HKGT”.

For the period from January 1, ~~2013~~2014 through December 31, ~~2014~~2015, the table sets forth the high and low closing bid prices based upon information obtained from inter-dealer quotations on the OTC Bulletin Board without retail markup, markdown, or commission and may not necessarily represent actual transactions. Although our Common Stock was approved for listing on the OTC Bulletin Board on May 2, 2007, there has been minimal trading to date:


Fiscal Year Ended December 31, 2015 Quarter Ended	High Bid		Low Bid
March 31, 2015	$	0.00	$	0.00

June 30, 2015	$	0.00	$	0.00

September 30, 2015	$	0.00	$	0.00

December 31, 2015	$	0.00	$	0.00


Fiscal Year Ended December 31, 2014 Quarter Ended	High Bid		Low Bid
March 31, 2014	$	0.00	$	0.00

June 30, 2014	$	0.00	$	0.00

September 30, 2014	$	0.00	$	0.00

December 31, 2014	$	0.00	$	0.00

Fiscal Year Ended December 31, 2013 Quarter Ended	High Bid		Low Bid
March 31, 2013	$	0.0131	$	0.0131
June 30, 2013	$	0.0131	$	0.01
September 30, 2013	$	0.01	$	0.01
December 31, 2013	$	0.001	$	0.001

Because our Common Stock is thinly traded, bid information on our Common Stock does not necessarily represent its fair market value.

Holders

As of April __11, ~~2015~~2016, we had 1538,~~277~~695,~~039~~519 shares of our Common Stock issued and outstanding held by 2425 shareholders of record.

Dividends

We have never declared any cash dividends with respect to our Common Stock. Future payment of dividends is within the discretion of our Board and will depend on our earnings, capital requirements, financial condition and other relevant factors. Although there are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our Common Stock, we presently intend to retain future earnings, if any, for use in our business and have no present intention to pay cash dividends on our Common Stock.

Securities Authorized For Issuance Under Equity Compensation Plans

On July 3, 2008, our Board and stockholders adopted the 2008 Equity Incentive Plan (the “2008 Plan”) which reserves a total of 16,000,000 shares of Common Stock for issuance under the 2008 Plan. If an incentive award granted under the 2008 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to us in connection with an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the 2008 Plan. As of December 31, ~~2014~~2015 we have not issued any shares and there are no outstanding grants under the 2008 Plan.

The following table sets forth information about the Company’s equity compensation plans as of December 31, ~~2014~~2015:


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted- average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders		-		-		16,000,000
Equity compensation plans not approved by security holders		-		-		-
Total		-		-		16,000,000

Performance Growth

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Recent Sales of Unregistered Securities

On March 8, 2013, we entered into Promissory Note Conversion Agreements (the “Conversion Agreements”) with each of the holders ~~(the “Noteholders”)~~ of all of our outstanding convertible promissory notes as of the date thereof (collectively, the “Notes”), pursuant to which, among other things, an aggregate of $430,538 of principal and accrued and unpaid interest due under the Notes, representing all of our outstanding indebtedness for money borrowed on March 8, 2013, was converted into a total of 57,405,074 shares of our Common Stock, at a conversion rate of $0.0075 per share (the “Debt Conversion Transaction”). The securities were issued in a transaction that was exempt from the registration requirements pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder inasmuch as the securities were offered and sold solely to accredited investors and we did not engage in any form of general solicitation or general advertising in making the offering.

The Company evaluated the ~~conversion~~Conversion ~~options~~Agreements under FASB ASC Topic 815 – 40 for derivative treatment and determined that the conversion options are required to be accounted for as a derivative upon the aforementioned closing of the next private placement offering. As the closing had not occurred prior to the aforementioned ~~promissory~~Note ~~note~~ conversions on March 8, 2013, and as per FASB ASC Topic 470 – 20, neither the derivative instrument nor the beneficial conversion feature need ~~not~~to be accounted for through the date of the promissory note conversions.

On March 11, 2013, we closed a private placement offering ~~of our Series A Preferred Stock~~, inpursuant to which we sold 1,300 shares of our Series A Preferred Stock to Commonwealth for an aggregate purchase price of $130,000. The shares of Series A Preferred Stock are ~~currently~~ convertible into an aggregate of 12,770,339,600 shares of our Common Stock, at a rate of $0.0000102826655692955 per share. The securities were issued in a transaction that was exempt from the registration requirements pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder inasmuch as the securities were offered and sold solely to an accredited investor and we did not engage in any form of general solicitation or general advertising in making the offering.

On December 9, 2014, we closed a private placement offering ~~of our Series B Preferred Stock~~, inpursuant to which we sold 3,683 shares of our Series B Preferred Stock to Yunfeng Lu, for an aggregate purchase price of $336,667. The shares of Series B Preferred Stock are convertible into an aggregate of 358,278,987 shares of our Common Stock, at a rate $0.0000102796985970042 per share, ~~after~~beginning one year ofafter the issuance ~~date~~of the Series B Preferred Stock. The securities were issued in a transaction that was exempt from the registration requirements pursuant to Section 4(a)(2) of the Securities Act inasmuch as the securities were offered and sold solely to an accredited investor and we did not engage in any form of general solicitation or general advertising in making the offering.

All of the offerings discussed above were conducted pursuant to the exemption from the registration requirements of the federal securities laws provided by Regulation D and Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and Section 4(2) of the Securities Act. All of the securities were offered and sold only to “accredited investors,” as that term is defined by Rule 501 of Regulation D, and/or to persons who were neither resident in, nor citizens of, the United States. No commissions were paid in connection with any of these offerings.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

ITEM 6.

SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. This discussion contains forward-looking statements. Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.

Results of Operations

Fiscal years Ended December 31, ~~2014~~2015 and ~~2013~~2014

We are still in our development stage and have generated no revenues to date.

We incurred operating expenses of $1,~~246~~547,~~105~~243 and $~~327~~1,~~688~~246,105 for the years ended December 31, ~~2014~~2015 and ~~2013~~2014, respectively. These expenses consisted of general operating expenses incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports.

Our net losses for years ended December 31, ~~2014~~2015 and ~~2013~~2014 were $1,~~328~~627,~~221~~244 and $~~352~~1,~~793~~328,221, respectively.

Liquidity and Capital Resources

Our cash balance as of December 31, ~~2014~~2015 was $21,~~929~~387,~~764~~807.

AsOn ~~discussed~~December ~~above~~7, ~~during~~2014, ~~the~~we ~~past~~sold ~~two~~3,683 ~~years~~shares weof ~~have~~our ~~had~~Series aB ~~number~~Preferred Stock to Yunfeng Lu, for an aggregate purchase price of ~~small~~$336,667. We ~~private~~used ~~offerings~~the net proceeds from the sale of ~~our~~the ~~convertible~~Series ~~promissory~~B ~~notes~~Preferred Stock to pay outstanding obligations to advisors, service providers, research and vendors, and to pay any outstanding tax liabilities.

On March 8, 2013, an aggregate of $430,538 of principal and accrued and unpaid interest due under the Notes, representing all of our outstanding indebtedness for money borrowed at March 8, 2013, was converted into a total of 57,405,074 shares of our Common Stock.

On March 11, 2013, we sold 1,300 shares of our Series A Preferred Stock for an aggregate purchase price of $130,000. We used the net proceeds from the sale of the Series A Preferred Stock to pay outstanding obligations to advisors, service providers and vendors, and to pay any outstanding tax liabilities. In addition, the purchaser of the Series A Preferred Stock paid $37,500 of our legal fees incurred in connection with the transaction.

On December 9, 2014, we sold 3,683 shares of our Series B Preferred Stock to Yunfeng Lu, for an aggregate purchase price of $336,667. We used the net proceeds from the sale of the Series B Preferred Stock to pay outstanding obligations to advisors, service providers, research and vendors, and to pay any outstanding tax liabilities.

Working Capital Needs

We presently do not have any available credit, bank financing or other external sources of liquidity. Due to our brief history and historical operating losses, our operations have not been a source of liquidity. At our current level of operation, we do not have sufficient cash to meet our expenses for the next twelve months. We expect that we will need to obtain additional capital in order to meet our current working capital needs, execute our business plan, build our operations and become profitable. In order to obtain capital, we may need to sell additional shares of our Common Stock or debt securities, or borrow funds from private lenders or banking institutions. We have not made any decisions with respect to any such financing. There can be no assurance that we will be successful in obtaining additional funding in amounts or on terms acceptable to us, if at all. If we are unable to raise additional funding as necessary, we may have to suspend our operations temporarily or cease operations entirely.

Our auditors have included an explanatory paragraph in their report on our consolidated financial statements relating to the uncertainty of our business as a going concern, due to our limited operating history, our lack of historical profitability, and our limited funds. We believe that we will be able to raise the required funds for operations and to achieve our business plan.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

Our audited financial statements are included beginning immediately following the signature page to this report. See Item 15 for a list of the financial statements included herein.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The Company previously reported the information required by this Item 9 in its Form 8-K/A filed on ~~August~~January 1624, ~~2013~~2014, ~~its~~ Form 8-K filed on ~~January~~February 243, 2014, ~~its~~ Form 8-K filed on February 319, 2014, ~~its~~ Form 8-K filed on ~~February~~March 195, 2014 and ~~its~~ Form 8-K filed on ~~March~~June 511, ~~2014~~2015.

ITEM 9A.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our senior management, consisting of Luis Saenz, our former President and Interim Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded, as of the Evaluation Date, that our disclosure controls and procedures were not effective because of the identification of what might be deemed a material weakness in our internal control over financial reporting which is identified below.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on this evaluation, our sole officer concluded that, during the period covered by this annual report, our internal controls over financial reporting were not operating effectively. Management did not identify any material weaknesses in our internal control over financial reporting as of December 31, ~~2014~~2015; however, it has identified the following deficiencies that, when aggregated, may possibly be viewed as a material weakness in our internal control over financial reporting as of that date:

We do not have an audit committee. We are not currently obligated to have an audit committee, including a member who is an “audit committee financial expert,” as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards; however, it is management’s view that such a committee is an important internal control over financial reporting, the lack of which may result in ineffective oversight in the establishment and monitoring of internal controls and procedures.

We did not maintain proper segregation of duties for the preparation of our financial statements. We currently only have one officer overseeing all transactions. This has resulted in several deficiencies including the lack of control over preparation of financial statements, and proper application of accounting policies.

Attestation Report of Our Registered Public Accounting Firm

This Annual Report on Form 10-K (“Annual Report”) does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. We are a non-accelerated filer; therefore, management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the year ended December 31, ~~2014~~2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Officers’ Certifications

Appearing as exhibits to this Annual Report are “Certifications” of our President and Chief Executive Officer and Chief Financial Officer. The Certifications are required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This section of the Annual Report contains information concerning the Controls Evaluation referred to in the Section 302 Certification. This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Executive Officers and Directors

Below are the names and certain information regarding our executive officers and directors as of December 31, ~~2014~~2015:

Name	Age	Title	Date First Appointed
Yung Yeung	58	Chairman of the Board and Director	December 19, 2014
Jianguo Xu	47	President, Chief Executive Officer, ~~Chief Financial Officer, Treasurer, Secretary~~ and Director	July 15, 2013
Yunfeng Lu	46	Executive Director, Vice Chairman of the Board	December 21, 2014
Chunhua Huang	51	Chief Financial Officer, Treasurer	February 9, 2015
Shuning Luo	33	Secretary	February 9, 2015

Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified.

Currently, directors are not compensated for their services, although their expenses in attending meetings may be reimbursed. Officers are elected by the Board and serve until their successors are appointed by the Board. Biographical resumes of each officer and director are set forth below.

Certain biographical information of our directors and officers:

Dr. Yung Yeung. Dr. Yeung, 58, has served as a director of Hybrid Kinetic Group Ltd. (the “Group”) since November 1998, and is the current chairman of the Group, the chairman of the nomination committee and a member of the remuneration committee of the Group’s Board of Directors. Dr. Yeung is also a substantial shareholder of the Group. Dr. Yeung holds a PhD Degree in Economics from the China’s Southwest University of Finance & Economics. Dr. Yeung was elected as a director of the John Hopkins University Center – Nanjing University Centre for Chinese and American Studies. Dr. Yeung was the chairman, chief executive officer and president of Brilliance China Automotive Holdings Limited and also the chairman and president of Shenyang Jinbei Passenger Vehicle Manufacture Co., Ltd. from 1992 to 2002. Dr. Yeung is a well-known, highly successful automotive industrialist with over 18 years’ experience in the automobile industry as well as a pioneering international financier from China.

Jianguo Xu. Mr. Xu, 47, has been President and Chief Executive Officer, and a member of the board of directors, of Apollo Acquisition Corporation since May 2013. He has been Director of Hybrid Kinetic Group Limited since June 2010 and has also been serving as Vice-President for Global Sourcing for HK Motors commencing in April 2010. Before joining HK Motors, Mr. Xu worked for Magna International Group to start his career in the automotive industry from March 2001 through March 2010. In 2008, Mr. Xu was assigned to Magna Closures (Kunshan) Automotive Corporation as engineering manager to establish its technical center in China. He has extensive experience in product development, engineering management, product planning, purchasing and supplier management. Mr. Xu was involved in multiple projects for Asian and European automakers such as Nissan, Honda and Volkswagen. From 1991 to 1999, Mr. Xu also worked for Structural Dynamics Research Corporation (SDRC) China Branch as a Computer Aided Design and Engineering Specialist, and served as the Regional Manager. He was one of the key experts who developed the Chinese computer aided engineering industry in the 1990s. Mr. Xu has 20 years of experience in mechanical engineering and the automotive industry, giving him an in-depth understanding of the global automotive industry, particularly the Chinese automotive industry. Mr. Xu received his Master’s Degree in Mechanical Engineering from Shanghai Jiaotong University and his Bachelor’s Degree in Mechanical Engineering from Huazhong University of Science and Technology.

Dr. Yunfeng Lu. Dr. Lu, 46, obtained his PhD degree in chemical engineering from the University of New Mexico in 1998. In 2000, he worked at Applied Materials, Inc. as a senior process engineer. He later joined Tulane University as an assistant professor in 2001 and was promoted to an endowed professor with tenure in 2005. Since 2006, Dr. Lu has been a professor of chemical engineering at UCLA.12

Chunhua Huang – Dr. Huang was appointed Treasurer and Chief Financial Officer in February 2015 and has been serving as the Deputy Chairman of Hybrid Kinetic Group Limited since June 2010 and as Chief Investment Officer of Apollo Acquisition Corporation since May 2013. Dr. Huang is also the Vice-Chairman of Hybrid Kinetic Motors Corporation, a wholly-owned subsidiary of Hybrid Kinetic Group Limited, a position he has held since April 2009. Dr. Huang had been the Vice-Chairman of Hybrid Kinetic Group Limited between November 2002 and October 2007 and its Chief Financial Officer between August 2000 and September 2004. Dr. Huang has also been an independent non-executive director of China Rare Earth Holdings Ltd. since 2001. Dr. Huang was among the first generation China equity analysts with in-depth knowledge about China’s automotive and the transport infrastructure sectors, was a pioneering financier for China’s first wave of private companies going public in Hong Kong during 1999 and 2001, all of which makes him particularly well-suited to serve as a member of Company’s board of directors. Dr. Huang holds a Bachelor’s of Economics Degree from Wuhan University in China, and an MBA and Ph.D. in Marketing (focus on corporate strategy) from the University of Strathclyde in Scotland.

Shuning Luo – Mr. Luo was appointed Secretary on February 9, 2015 and has been serving as Secretary for Apollo Acquisition Corporation since May 2015. He holds a Bachelor’s Degree and a Master’s Degree from Tsinghua University, the PRC and a Master’s degree from the University of Southern California, in the United States. Mr. Luo is currently a system analyst of Hybrid Kinetic Motors Corporation.

Family Relationships

There are no family relationships between any director or executive officer.

Involvement in Certain Legal Proceedings.

There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of ours during the past five years.

Compliance with Section 16(a) of ~~The~~the Securities Exchange Act of 1934

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other of our equity securities. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended December 31, ~~2014~~2015, Forms 5 and any amendments thereto furnished to us with respect to the year ended December 31, ~~2014~~2015, and the representations made by the reporting persons to us, we believe that the following person(s) who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company’s common stock failed to comply with all Section 16(a) filing requirements during such fiscal years, each related to a system error in submission of the required Form ID applications as a result of the Merger:

Name	Number of Late Reports	Number of Transactions not Reported on a Timely Basis	Failure to File a Required Form
Yungfeng Lu	12	12	Form 3 Form 4
American Compass, Inc.	2	2	Form 3

Board Committees

The Company currently has not established any committees of the Board. Our Board may designate from among its members an executive committee and one or more other committees in the future. We do not have a nominating committee or a nominating committee charter. Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, no security holders have made any such recommendations. Our sole director performs all functions that would otherwise be performed by committees. Given the present size of our Board it is not practical for us to have committees. If we are able to grow our business and increase our operations, we intend to expand the size of our Board and allocate responsibilities accordingly.

Shareholder Communications

Currently, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, no security holders have made any such recommendations.

Code of Ethics

We have adopted a written code of ethics (the “Code of Ethics”) that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. We believe that the Code of Ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. To request a copy of the Code of Ethics, please make written request to our Secretary at 800 E. Colorado Blvd., Suite 888 Pasadena, CA 91101, tel. (626) 683-9120.

Compliance with Section 16(a) of the Exchange Act

Our Common Stock is not registered pursuant to Section 12 of the Exchange Act. Accordingly, our officers, directors and principal shareholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

ITEM 11.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the total compensation paid or accrued by us during the last two fiscal years ended December 31, ~~2014~~2015 to (i) all individuals that served as our principal executive officer or acted in a similar capacity for us at any time during the fiscal year ended December 31, ~~2014~~2015; (ii) all individuals that served as our principal financial officer or acted in a similar capacity for us at any time during the fiscal year ended December 31, ~~2013~~2014; and (iii) all individuals that served as executive officers of ours at any time during the fiscal year ended December 31, ~~2014~~2015 that received annual compensation during the fiscal year ended December 31, ~~2014~~2015 in excess of $100,000.

Summary Compensation Table

Name and Principal Position		Year		Salary ($)			Bonus ($)			Stock Awards ($)			Option Awards ($)			Non-Equity Incentive Plan Compen- sation ($)			Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)			All Other Compensation ($)			Total ($)
Name and principal position	Year		Salary ($)			Bonus ($)			Stock Awards ($)			Option Awards ($)			Non-Equity Incentive Plan Compensation ($)			Nonqualified Deferred Compensation Earnings ($)			All Other Compensation ($)			Total ($)
(a)		(b)		(c)			(d)			(e)			(f)			(g)			(h)			(i)			(j)
Jianguo, Xu (1)	2015			-			-			-			-			-			-			-			-
Jianguo Xu, President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary (1)		2014			0			0			0			0			0			0			0			0
(President and Chief Executive Officer)	2014			-			-			-			-			-			-			-			-
		2013			0			0			0			0			0			0			0			0
Chunhua Huang (2)	2015			-			-			-			-			-			-			-			-
(Treasurer and Chief Financial Officer)	2014			-			-			-			-			-			-			-			-
Shuning Luo (3)	2015			-			-			-			-			-			-			-			-
(Secretary)	2014			-			-			-			-			-			-			-			-

(1)

Jianguo Xu was appointed President, Chief Executive Officer and Treasurer of the Company on July 15, 2013. ~~Mr.~~On XuFebruary ~~also serves as Director and Chief Executive Officer of HK Battery Technology~~9, ~~Inc. Prior to joining the Company~~2015, ~~from January 2007 until March 2010,~~ Mr. Xu ~~was~~resigned ~~Engineering~~as ~~Manager of Magna Closures Group, an operating division of Magna International, and, from March 2001 through December 2006, he was Magna’s Senior Design Engineer~~Treasurer. ~~Magna~~ International designs, develops and manufactures automotive systems, assemblies, modules and components, and engineers and assembles complete vehicles, primarily for sale to original equipment manufacturers of cars and light trucks in North America, Europe, Asia, South America and Africa. Mr. Xu holds a Bachelor Degree in Engineering from Huazhong University in China and a Master Degree of Science in Engineering from Shanghai Jiaotong University in China.

(2)

Chunua Huang was appointed Treasurer and Chief Financial Officer of the Company on February 9, 2015.

(3)

Shuning Luo was appointed Secretary of the Company on February 9, 2015.

Employment Agreements and Arrangements

We do not have formal employment agreements with any members of management.

Outstanding Equity Awards at Fiscal Year-End

~~The~~There ~~following~~were ~~table~~no ~~sets~~grants ~~forth~~of ~~information regarding~~ stock options ~~held~~since byinception ~~our~~to ~~Named~~the ~~Executive~~date ~~Officers~~of atthis ~~December 31, 2014~~report.

~~Option~~We ~~awards~~do ~~Name~~not ~~and~~have ~~Principal~~any ~~Position~~long-term ~~Number~~incentive ofplans ~~securities~~that ~~underlying~~provide ~~unexercised~~compensation ~~options~~intended ~~exercisable~~to ~~(#)~~serve ~~Number~~as ~~of securities underlying unexercised options unexercisable (#) Equity~~ incentive ~~plan~~for awards: Number of securities underlying unexercised unearned options (#) Option plan exercise price ($) Option expiration date (a) (b) (c) (d) (e) (f) Jianguo Xu, President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary - - - - -performance.

~~There~~Our ~~were~~board of directors has not adopted a stock option plan. We have no plans to adopt a stock ~~awards~~option plan, but may choose to ~~executive~~do ~~officers~~so ~~during~~in the ~~year~~future. ~~ended~~If ~~December~~such 31a plan is adopted, ~~2014~~this may be administered by the board of directors or a committee appointed by the board of directors (the “Committee”). The Committee would have the power to modify, extend or renew outstanding options and ~~there~~to ~~are~~authorize nothe grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. We may develop an incentive based stock ~~awards~~option ~~outstanding~~plan asfor our officer and director and may reserve up to 10% of ~~December~~our ~~31,~~outstanding ~~2014~~ordinary shares for that purpose.

Compensation of Directors

None of our directors receives any compensation for serving as such, for serving on committees (if any) of the Board or for special assignments. During the fiscal year ended December 31, ~~2014~~2015 there were no arrangements between us and our directors that resulted in our making payments to any of our directors for any services provided to us by them as directors.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information with respect to the beneficial ownership of our Common Stock known by us as of April __11, ~~2015~~2016 by:

each person or entity known by us to be the beneficial owner of more than 5% of our common stock;

each of our directors;

each of our executive officers; and

all of our directors and executive officers as a group.

Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent such power may be shared with a spouse.

NAME OF OWNER	TITLE OF CLASS	NUMBER OF SHARES OWNED (1)		PERCENTAGE OF COMMON STOCK (2)
Jianguo Xu	Common Stock		0		*
Yung Yeung	Common Stock		0		*
Yunfeng Lu	Series B Preferred Stock (3)		3,683		73.53%(3)
All Officers and Directors As a Group (2 persons)	Common Stock		0		*
All Officers and Directors As a Group (1 person)			3,683		73.53%
Hybrid Kinetic (Lianyungang) New Energy Limited	Common Stock		537,418,480 (3)		52.45%
American Compass Inc.	Series A Preferred Stock (4)		1,300		26.21%(4)
Ford Cheer International Limited	Series B Preferred Stock (4)		3,683		34.97%%(3)
American Compass Inc.	Series A Preferred Stock (5)		1,300		12.46%(4)

*Less than 1%.

(1)

Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of April __11, ~~2015~~2016 are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person.

(2)

Percentage based upon 1538,~~277~~695,~~039~~519 shares of common stock outstanding as of April __11, ~~2015~~2016.

(3)

~~Yunfeng~~Jianguo LuXu ~~holds~~is ~~3,683~~Chief ~~shares~~Executive Officer of ~~our~~Hybrid ~~Series~~Kinetic B(Lianyungang) ~~Preferred~~New ~~Stock,~~Energy ~~which~~Limited ~~are~~and ~~convertible~~has ~~into~~voting anand ~~aggregate~~investment ofpower ~~358,278,987~~over the shares ofbeneficially ~~our~~owned ~~Common~~by ~~Stock,~~Hybrid ~~representing~~Kinetic ~~approximately~~(Lianyungang) ~~73.53%~~New ofEnergy ~~our common equity on an as-converted basis~~Limited.

(4)

Ford Cheer International Limited, a company organized under the laws of the British Virgin Islands, holds 3,683 shares of our Series B Preferred Stock, which are convertible into an aggregate of 358,278,987 shares of our Common Stock, representing approximately 73.53% of our common equity on an as-converted basis. Huang Hua is the Manager of Ford Cheer International Limited and has voting and investment power over the shares beneficially owned by Ford Cheer International Limited.

(5)

American Compass, Inc. holds 1,300 shares of our Series A Preferred Stock, which are convertible into an aggregate of 127,703,396 shares of our Common Stock, representing approximately 26.21% of our common equity on an as-converted basis. Jimmy Wang is the President and Chief Executive Officer of American Compass, Inc. and has voting and investment power over the shares beneficially owned by American Compass, Inc.

Securities Authorized for Issuance Under Equity Compensation Plans

On July 3, 2008, our Board and stockholders adopted the 2008 Plan which reserves a total of 16,000,000 shares of Common Stock for issuance under the 2008 Plan. If an incentive award granted under the 2008 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to us in connection with an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the 2008 Plan. As of the date hereof, we have not issued any shares under the 2008 Plan and we do not have any outstanding options or other awards under the 2008 Plan.

We have not issued any stock options or maintained any stock option or other incentive plans other than our 2008 Plan (See “Item 5. Market for Common Equity and Related Stockholder Matters – Securities Authorized for Issuance Under Equity Compensation Plans” above.) We have no other plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.

The following table sets forth information about the Company’s equity compensation plans as of December 31, ~~2013~~2015:

Plan Category

Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights

Weighted-
average exercise
price of
outstanding
options, warrants
and rights

Number of
securities remaining
available for future
issuance under
equity compensation
plans

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Total

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

On ~~March~~December 87, ~~2013~~2014, we entered into ~~Conversion~~a ~~Agreements~~Cooperation Agreement with ~~each~~Yunfeng ofLu, ~~our~~as ~~Noteholders,~~amended ~~pursuant~~by tothat ~~which,~~certain ~~among~~Cooperation ~~other~~and ~~things,~~Consulting anServices ~~aggregate~~Agreement ofdated ~~$430~~January 14,~~538~~ of2015, ~~principal~~whereby ~~and~~Mr. ~~accrued~~Lu, ~~and~~who, ~~unpaid~~at ~~interest~~the ~~due~~time ~~under~~of entering into the ~~Notes~~Cooperation Agreement, ~~representing~~was ~~all~~the ofbeneficial ~~our~~owner ~~outstanding~~of ~~indebtedness~~3,683 ~~for~~shares ~~money~~of ~~borrowed~~our atSeries ~~March~~B 8,Preferred ~~2013,~~Stock (which was ~~converted~~convertible into aan ~~total~~aggregate of 57358,~~405~~278,~~074~~987 shares of our Common Stock, atrepresenting aapproximately ~~conversion~~73.53% ~~rate~~ of ~~$0.0075~~the ~~per~~Company’s ~~share.~~common Anequity ~~aggregate~~on an as-converted basis) received consideration of $~~162~~150,~~168.33~~000 ofper ~~principal~~annum ~~and~~to ~~accrued~~develop ~~and~~certain ~~unpaid~~know-how, ~~interest~~technology ~~due~~and/or ~~under~~patents related to the ~~Notes~~production ~~was~~and ~~due~~manufacturing toof ~~Andrew~~nanographene ~~Meade,~~and ~~who,~~battery atmaterials ~~that~~for ~~time~~the Company, ~~beneficially~~as ~~owned~~ more ~~than~~fully 5%described ofin ~~our~~the ~~Common~~Current ~~Stock.~~Report Ason aForm ~~result~~8-K ~~the~~filed ~~Debt~~on ~~Conversion~~January ~~Transaction~~15, Mr2015. ~~Meade~~As of October 1, 2015, the Cooperation Agreement was terminated and ~~his~~Mr. ~~affiliate,~~Lu ~~received~~sold anone ~~aggregate~~hundred percent (100%) of ~~6,051,046~~his shares ofin ~~our~~the ~~Common Stock~~Company.

On December 7, 2014, we entered into a Cooperation Agreement with Yunfeng Lu, as amended by that certain Cooperation and Consulting Services Agreement dated January 14, 2015, whereby Mr. Lu, who is the beneficial owner of 3,683 shares of our Series B Preferred Stock (which is convertible into an aggregate of 358,278,987 shares of our Common Stock, representing approximately 73.53% of the Company’s common equity on an as-converted basis) will receive consideration of $150,000 per annum to develop certain know-how, technology, and/or patents related to the production and manufacturing of nanographene and battery materials for the Company, as more fully described in the Current Report on Form 8-K filed on January 15, 2015.

Director Independence

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the Board be “independent” and, as a result, we are not at this time required to (and we do not) have our Board comprised of a majority of “Independent Directors.”

Our Board has considered the independence of its directors in reference to the definition of “independent director” established by the Nasdaq Marketplace Rule 5605(a)(2). In doing so, the Board has reviewed all commercial and other relationships of each director in making its determination as to the independence of its directors. After such review, the Board has determined that neither of our current directors qualifies as independent under the requirements of the Nasdaq listing standards.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees.

The aggregate fees billed to us by our principal accountant for services rendered during the fiscal years ended December 31, ~~2014~~2015 and ~~2013~~2014 are set forth in the table below:

Fee Category	Fiscal year ended December 31, ~~2014~~2015		Fiscal year ended December 31, ~~2013~~2014
Audit fees (1)	$	530,~~500~~250	$	65,~~250~~500
Audit-related fees (2)		-		-
Tax fees (3)		-		-
All other fees (4)		-		-
Total fees	$	530,~~500~~250	$	65,~~250~~500

(1)

Audit fees consists of fees incurred for professional services rendered for the audit of consolidated financial statements, for reviews of our interim consolidated financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.

(2)

Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements, but are not reported under “Audit fees.”

(3)

Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.

(4)

All other fees consist of fees billed for all other services.

Audit Committee’s Pre-Approval Practice.

We do not have an audit committee. Our Board performs the function of an audit committee. Section 10A(i) of the Securities Exchange Act of 1934, as amended, prohibits our auditors from performing audit services for us as well as any services not considered to be audit services unless such services are pre-approved by our audit committee or, in cases where no such committee exists, by our Board (in lieu of an audit committee) or unless the services meet certain de minimus standards.

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statement Schedules

The financial statements of ~~Angstron~~HK ~~Holdings~~Graphene Technology Corporation are listed on the Index to the Financial Statements on this annual report on Form 10-K beginning on page F-1.

Exhibits

The following Exhibits are being filed with this Annual Report on Form 10-K:

Exhibit No.	~~SEC Report Reference Number~~Description	~~Description~~
3.1	Amended and Restated Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on July 3., 2008 (1)	~~Amended and Restated Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on July 3, 2008 (1)~~
3.2	3.By-Laws of Registrant (2)	~~By-Laws of Registrant (2)~~
3.3	~~3.1~~Certificate of Amendment to Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on March 22, 2013 (8)	~~Certificate of Amendment to Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on March 22, 2013 (8)~~
3.4	~~3.1~~Certificate of Amendment to Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on June 21, 2013 (9)	~~Certificate of Amendment to Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on June 21, 2013 (9)~~
3.5	~~3.1~~Certificate of Amendment to Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on July 23, 2013 (10)	~~Certificate of Amendment to Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on July 23, 2013 (10)~~
3.6	~~3.1~~Certificate of Amendment to Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on August 12, 2013 (11)	~~Certificate of Amendment to Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on August 12, 2013 (11)~~
4.1	3.3	Form of 2010 10% Convertible Promissory Note (3)
3.7	Articles of Merger as filed with the Nevada Secretary of State on July 13, 2015 (15)
4.2	3.4	Form of 2011 10% Convertible Promissory Note (3)
4.1	Form of 2010 10% Convertible Promissory Note (3)
4.3	3.5	Form of 2012 10% Convertible Promissory Note (6)
4.2	Form of 2011 10% Convertible Promissory Note (3)
4.4	4.1	Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, filed with the Secretary of State of the State of Nevada on March 8, 2013 (7)
4.3	Form of 2012 10% Convertible Promissory Note (6)
10.1	10.4	2008 Equity Incentive Plan (4)
4.4	Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, filed with the Secretary of State of the State of Nevada on March 8, 2013 (7)
10.2	10.7	Form of Subscription Agreement between the Registrant and each subscriber in the 2011 10% convertible notes private placement offering (3)
10.1	2008 Equity Incentive Plan (4)
10.3	10.6	Form of Subscription Agreement between the Registrant and each subscriber in the 2011 10% convertible notes private placement offering (3)
10.2	Form of Subscription Agreement between the Registrant and each subscriber in the 2011 10% convertible notes private placement offering (3)
10.4	10.8	Form of Subscription Agreement between the Registrant and each subscriber in the 2012 10% convertible notes private placement offering (6)
10.3	Form of Subscription Agreement between the Registrant and each subscriber in the 2011 10% convertible notes private placement offering (3)
10.5	10.1	Form of Promissory Note Conversion Agreement between the Company and each of the holders of the Company’s outstanding promissory notes (7)
10.4	Form of Subscription Agreement between the Registrant and each subscriber in the 2012 10% convertible notes private placement offering (6)
10.6	10.2	Series A Preferred Stock Purchase Agreement between the Company and Commonwealth Investments, LLC, dated March 8, 2013 (7)
10.5	Form of Promissory Note Conversion Agreement between the Company and each of the holders of the Company’s outstanding promissory notes (7)
10.7	10.1	Splitoff Agreement, dated July 12, 2013 (12)
10.6	Series A Preferred Stock Purchase Agreement between the Company and Commonwealth Investments, LLC, dated March 8, 2013 (7)
10.8	10.1	Promissory Note, dated November 26, 2014. (13)
10.7	Splitoff Agreement, dated July 12, 2013 (12)
10.9	10.1	Cooperation Agreement, dated December 7, 2014 (14)
10.8	Promissory Note, dated November 26, 2014. (13)
10.10	10.2	Form of Securities Purchase Agreement, dated December 7, 2014 (14)
10.9	Cooperation Agreement, dated December 7, 2014 (14)
14.1	14	Code of Ethics (5)
10.10	Form of Securities Purchase Agreement, dated December 7, 2014 (14)
21.1	*	List of Subsidiaries
14.1	Code of Ethics (5)
31.1	*	Certification of Principal Executive and Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
21.1	List of Subsidiaries
32.1	*	Certification of Principal Executive and Financial Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
31.1	Certification of Principal Executive and Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
101.INS	*	XBRL Instance Document***
32.1	Certification of Principal Executive and Financial Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.SCH	*	XBRL Taxonomy Extension Schema Document***
101.INS	XBRL Instance Document**
101.CAL	*	XBRL Taxonomy Extension Calculation Linkbase Document***
101.SCH	XBRL Taxonomy Extension Schema Document**
101.DEF	*	XBRL Taxonomy Extension Definition Linkbase Document***
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.LAB	*	XBRL Taxonomy Extension Label Linkbase Document***
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**
101.PRE	*	XBRL Taxonomy Extension Presentation Linkbase Document***
101.LAB	XBRL Taxonomy Extension Label Linkbase Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**

(1) Filed with the SEC on July 10, 2008 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.


	(1)	Filed with the SEC on July 10, 2008 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

	(2)	Filed with the SEC on January 23, 2007 as an exhibit, numbered as indicated above, to the Registrant’s registration statement (SEC File No. 333-140148) on Form SB-2, which exhibit is incorporated herein by reference.

	(3)	Filed with the SEC on April 12, 2011 as an exhibit, numbered as indicated above, to the Registrant’s annual report on Form 10-K, which exhibit is incorporated herein by reference.

	(4)	Filed with the SEC on April 14, 2009 as an exhibit, numbered as indicated above, to the Registrant’s annual report on Form 10-K, which exhibit is incorporated herein by reference.

	(5)	Filed with the SEC on March 31, 2008 as an exhibit, numbered as indicated above, to the Registrant’s annual report on Form 10-KSB, which exhibit is incorporated herein by reference.

	(6)	Filed with the SEC on April 16, 2012 as an exhibit, numbered as indicated above, to the Registrant’s annual report on Form 10-K, which exhibit is incorporated herein by reference.

	(7)	Filed with the SEC on March 14, 2013 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

	(8)	Filed with the SEC on March 25, 2013 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

	(9)	Filed with the SEC on June 27, 2013 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

	(10)	Filed with the SEC on July 29, 2013 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

	(11)	Filed with the SEC on August 13, 2013 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

	(12)	Filed with the SEC on July 18, 2013 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

	(13)	Filed with the SEC on December 3, 2014 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

	(14)	Filed with the SEC on December 9, 2014 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

	(15)	Filed with the SEC on August 6, 2015 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

(2) Filed with the SEC on January 23, 2007 as an exhibit, numbered as indicated above, to the Registrant’s registration statement (SEC File No. 333-140148) on Form SB-2, which exhibit is incorporated herein by reference.19

(3) Filed with the SEC on April 12, 2011 as an exhibit, numbered as indicated above, to the Registrant’s annual report on Form 10-K, which exhibit is incorporated herein by reference.

(4) Filed with the SEC on April 14, 2009 as an exhibit, numbered as indicated above, to the Registrant’s annual report on Form 10-K, which exhibit is incorporated herein by reference.

(5) Filed with the SEC on March 31, 2008 as an exhibit, numbered as indicated above, to the Registrant’s annual report on Form 10-KSB, which exhibit is incorporated herein by reference.

(6) Filed with the SEC on April 16, 2012 as an exhibit, numbered as indicated above, to the Registrant’s annual report on Form 10-K, which exhibit is incorporated herein by reference.

(7) Filed with the SEC on March 14, 2013 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

(8) Filed with the SEC on March 25, 2013 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

(9) Filed with the SEC on June 27, 2013 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

(10) Filed with the SEC on July 29, 2013 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

(11) Filed with the SEC on August 13, 2013 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

(12) Filed with the SEC on July 18, 2013 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

	(13)	Filed with the SEC on December 3, 2014 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.
	(14)	Filed with the SEC on December 9, 2014 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

____________________

* Filed herewith.

** ~~This~~Furnished ~~certification~~herewith. Pursuant isto ~~being~~Rule ~~furnished~~406T ~~and~~of ~~shall~~Regulation ~~not~~S-T, bethe ~~deemed~~Interactive ~~“filed”~~Data ~~with~~Files ~~the~~on ~~SEC~~Exhibit ~~for~~101 ~~purposes~~hereto ofare ~~Section~~deemed 18not filed or part of ~~the~~any ~~Exchange~~registration ~~Act,~~statement or ~~otherwise~~prospectus ~~subject~~for topurposes ~~the~~of ~~liability~~Sections 11 or 12 of ~~that~~the ~~section,~~Securities ~~and~~Act ~~shall~~of ~~not~~1933, beare deemed tonot befiled ~~incorporated~~for bypurposes ~~reference~~of ~~into~~Section ~~any~~18 ~~filing~~of ~~under~~ the Securities ~~Act~~and ~~or the~~ Exchange Act, ~~except~~of to1934, ~~the~~and ~~extent~~otherwise ~~that~~are ~~the~~not ~~Registrant~~subject ~~specifically~~to ~~incorporates~~liability itunder bythose ~~reference~~sections.

*** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

In reviewing the agreements included as exhibits and incorporated by reference to this Annual Report, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

•

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

•

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

•

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

•

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Annual Report and our other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ANGSTRON HOLDINGS CORPORATION
	HK GRAPHENE TECHNOLOGY CORPORATION
Dated: April __, 2015	By:	/s/ Jianguo Xu
Dated: April 14, 2016	By:	/s/ Jianguo Xu
		Jianguo Xu
		President, Chief Executive Officer

Dated: April __, 2015	By:	/s/ Chunhua Huang
Dated: April 14, 2016	By:	/s/ Chunhua Huang
		Chunhua Huang
		Chief Financial Officer, Treasurer and Secretary

InPursuant ~~accordance~~to ~~with~~the requirements of the Securities Exchange Act of 1934, this report has been signed ~~below~~ by the following persons on behalf of the ~~registrant and~~ Registrant in the capacities and on the dates indicated.

SIGNATURE		TITLE		DATE
	Signature		Title		Date
/s/ Jianguo Xu		President and Chief Executive Officer		April __, 2015
	*		President, Chief Executive Officer and Director
Jianguo Xu
	(Jianguo Xu)		(Principal Executive Officer)		April 14, 2016
/s/ Chunhua Huang		Chief Financial Officer, Treasurer and		April __, 2015
	*		Treasurer and Chief Financial Officer
Chunhua Huang		Secretary
	(Chunhua Huang)		(Principal Financial and Accounting Officer)		April 14, 2016
	*
	(Shuning Luo)		Secretary		April 14, 2016
	*
	(Yung Yeung)		Chairman of the Board		April 14, 2016

* Jianguo Xu, by signing her name hereto, does hereby sign this report on behalf of the officers and directors of the Registrant above whose typed names appear, pursuant to powers of the attorney executed by such directors and filed with the Securities and Exchange Commission.

By: /s/ Jianguo Xu

Jianguo Xu, Attorney-in-Fact

PART IV – FINANCIAL INFORMATION

ITEM 15. FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Reports of Independent Registered Public Accounting Firms	F-2
Balance Sheets as of December 31, 2014 and 2013	F-3
Balance Sheets as of December 31, 2015	F-5
Statements of Operations for the years ended December 31, 2014 and 2013	F-4
Statements of Operations for the years ended December 31, 2015	F-6
Statements of Changes in Stockholders’ Deficit for the year ended December 31, 2014	F-5
Statements of Changes in Stockholders’ Deficit for the year ended December 31, 2015	F-7
Statements of Cash Flows for the years ended December 31, 2014 and 2013	F-6
Statements of Cash Flows for the years ended December 31, 2015	F-8
Notes to Financial Statements	F-79

F-1

[f10k123115_10k001.jpg]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders’ of

Angstron Holdings Corporation:

We have audited the accompanying balance sheets of Angstron Holdings Corporation (the “Company”) as of December 31, 2014 and 2013, and the related statement of operations, changes in stockholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that we considered appropriate under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Angstron Holdings Corporation as of December 31, 2014, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has experienced recurring operating losses and negative cash flow since inception and has financed its working capital requirements through issuance of notes payable, common stock, convertible preferred stock and advances from related parties. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans concerning these matters are also described in Note 3 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Anton & Chia, LLP

Newport Beach, California

April __, 2015

F-2

[f10k123115_10k002.jpg]

Angstron Holdings Corporation
Balance Sheets
		As of December 31, 2014		As of December 31, 2013
ASSETS
Current assets
Cash	$	2,929,764	$	1,789,961
Due from AMI		-		65,935
Total current assets		2,929,764		1,855,896
Non-current assets
Note receivable - Related Party		-		1,932,115
Total non-current assets		-		1,932,115
Total assets	$	2,929,764	$	3,788,011
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Bank overdraft		-		2,864
Accounts payable		-		2,555
Due to related party		143,136		81,162
Accrued expenses		100,416		23,664
Related Party Loan payable - ACI		4,000,000		4,000,000
Total liabilities	$	4,243,552	$	4,110,245
Shareholders' deficit
Preferred stock, $.001 par value 1,000,000,000 shares authorized; 1,300 designated Series A Convertible shares; 1,300 designated Series A Convertible shares issued, 3,683 designated Series B Convertible shares issued, and outstanding as of December 31, 2014 and December 31, 2013		5		1
Additional paid in capital - prefer stock		466,662		129,999
Common stock, par value $.001; 6,000,000,000 shares authorized, 1,277,039 shares issued and outstanding as of December 31, 2014 and December 31, 2013		1,277		1,277
Additional paid in capital - common stock		4,087,401		4,087,401
Accumulated deficit		(5,869,134)		(4,540,912)
Total stockholders' deficit		(1,313,789)		(322,234)
Total liabilities and stockholders' deficit	$	2,929,764	$	3,788,011
The accompanying notes are an integral part of these financial statements

F-3

[f10k123115_10k003.jpg]

Angstron Holdings Corporation
Statement of Operations
		Year ended		Year ended
		December 31, 2014		December 31, 2013
Operating Costs
Research and development expenses		75,000		-
General and administrative expenses	$	1,171,105	$	327,688
Total operating expenses		(1,246,105)		(327,688)
Other income (Expense)
Interest income		31,617		-
Interest expense		(80,002)		(25,105)
Forgiveness of related party payable		(33,732)		-
Total other income (expense)		(82,117)		(25,105)
Net loss	$	(1,328,222)	$	(352,793)
Loss per share	$	(1.08)	$	(0.29)
Weighted-average number of common shares outstanding: basic and diluted		1,227,039		1,227,039
The accompanying notes are an integral part of these financial statements

F-4

Angstron Holdings Corporation
Statement of Stockholder's Deficit
				Common Stock
	Preferred Stock		Preferred Stock Amount			Common Stock Amount		Additional Paid-in Capital		Deficit Accumulated During the Development Stage		Total
Balance, December 31, 2012	-	$	-	702,983	$	703	$	3,657,437	$	(4,188,119)	$	(529,979)
Debt conversion to Stock on March 8, 2013	-		-	574,056		574		429,964		-		430,538
Prefer stock was issued in March 8, 2013	1,300		1	-		-		129,999		-		130,000
Net Loss, 2013	-		-	-		-		-		(352,793)		(352,793)
Balance, December 31, 2013	1,300		1	1,277,039		1,277		4,217,400		(4,540,912)		(322,234)
Prefer stock was issued on December 19, 2014	3,683		4	-		-		336,663		-		336,667
Net loss, 2014	-		-	-		-		-		(1,328,222)		(1,328,222)
Balance, December 31, 2014	4,983	$	5	1,277,039	$	1,277	$	4,554,063	$	(5,869,134)	$	(1,313,789)
The accompanying notes are an integral part of these financial statements

HK Graphene Technology Corporation

Balance Sheets


		As of December 31, 2015		As of December 31, 2014
		As of December 31, 2015		As of December 31, 2014

ASSETS
Current assets
Cash	$	1,387,807	$	2,929,764
Due from AMI		-		-
Total current assets		1,387,807		2,929,764

Non-current assets
Note receivable - Related Party		-		-

Total non-current assets		-		-

Total assets	$	1,387,807	$	2,929,764

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Bank overdraft	$	-	$	-
Accounts payable		-		-
Due to related party		148,424		143,136
Accrued expenses		180,416		100,416
Loan payable		4,000,000		4,000,000

Total liabilities		4,328,840		4,243,552

Shareholders' deficit

Preferred stock, $.001 par value 1,000,000,000 shares authorized; 1,300 designated Series A Convertible shares; 1,300 designated Series A Convertible shares issued, 3,683 designated Series B Convertible shares issued, and outstanding as of December 31, 2015 and December 31, 2014		5		5
Additional paid in capital - prefer stock		466,662		466,662
Common stock, par value $.001; 5,000,000,000 shares authorized, 1,277,039 shares issued and outstanding as of December 31, 2015 and December 31, 2014		1,277		1,277
Additional paid in capital - common stock		4,087,401		4,087,401
Accumulated deficit		(7,496,378)		(5,869,134)

Total stockholders' deficit		(2,941,033)		(1,313,789)

Total liabilities and stockholders' deficit	$	1,387,807	$	2,929,764

The accompanying notes are an integral part of these financial statements

F-5

Angstron Holdings Corporation
Statements of Cash Flows
		For year ended December 31, 2014		For year ended December 31, 2013
Operating activities
Net loss	$	(1,328,222)	$	(74,535)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income on notes receivable - related party		(31,617)		-
Loss on forgiveness of related party payable		33,732		-
Accounts payable and accrued expenses		74,197		(67,486)
Accounts payable to ACI - related party		61,974		-
Interest accrued on notes payable		-		7,056
Due from AMI		65,935		-
Net cash used in operating activities		(1,124,000)		(134,965)
Investing activities
Advances to related party - ACI		(3,000,000)		-
Proceeds from related party note receivable - ACI		4,930,000		-
Net cash provided by financing activities		1,930,000		-
Financing activities
Issuance of convertible preferred stock, net of offering costs		336,667		130,000
Loan from LYG - Related Party		-		4,000,000
Bank overdraft		(2,864)		-
Net cash (used in) provided by financing activities		333,803		4,130,000
Net Increase in Cash		1,139,803		3,995,035
Cash at Beginning of the Period		1,789,961		4,965
Cash at End of the Period	$	2,929,764	$	4,000,000
Supplemental cash flow information:
Interest paid	$	-	$	-
Income taxes paid	$	-	$	-
The accompanying notes are an integral part of these financial statements

HK Graphene Technology Corporation

Statement of Operations



		Year ended		Year ended
		December 31, 2015		December 31, 2014


Operating Costs
Research and development expenses	$	150,000		75,000
General and administrative expenses		1,397,243	$	1,171,105

Total operating expenses		(1,547,243)		(1,246,105)

Other income (Expense)
Interest income		-		31,617
Interest expense		(80,000)		(80,002)
Forgiveness of related party payable		-		33,732

Total other income (expense)		(80,000)		(82,117)

(Net loss)	$	(1,627,244)		(1,328,222)

Loss per share	$	(1.33)		(1.08)

Weighted-average number of common shares outstanding: basic and diluted		1,227,039	$	1,227,039

The accompanying notes are an integral part of these financial statements

F-6

ANGSTRON HOLDINGS CORPORATION


HK Graphene Technology Corporation
Statement of Stockholder's Deficit
				Common Stock
	Preferred Stock		Preferred Stock Amount			Common Stock Amount		Additional Paid-in Capital		Deficit Accumulated During the Development Stage		Total
	Preferred Stock		Preferred Stock Amount			Common Stock Amount		Additional Paid-in Capital		Deficit Accumulated During the Development Stage		Total
Balance, December 31, 2013	1,300	$	1	1,277,039	$	1,277	$	4,217,400	$	(4,540,912)	$	(322,234)
Preferred stock was issued on December 19, 2014	3,683		4	-		-		336,663		-		336,667
Net Loss, 2014	-		-	-		-		-		(1,328,222)		(1,328,222)
Balance, December 31, 2014	4,983		5	1,277,039		1,277		4,554,063		(5,869,134)		(1,313,789)
Net loss, 2015	-		-	-		-		-		(1,627,244)		(1,627,244)
Balance, December 31, 2015	4,983	$	5	1,277,039	$	1,277	$	4,554,063	$	(7,496,378)	$	(2,941,033)

The accompanying notes are an integral part of these financial statements

F-7

HK Graphene Technology Corporation

Statements of Cash Flows


		For year ended December 31, 2015		For year ended December 31, 2014
Operating activities
Net loss	$	(1,627,244)	$	(1,328,222)

Adjustments to reconcile net loss to net cash used in operating activities:
Interest income on notes receivable - related party		-		(31,617)
Loss on forgiveness of related party payable		-		33,732
Accounts payable and accrued expenses		80,000		74,197
Accounts payable to ACI - related party		5,287		61,974
Interest accrued on notes payable		-		-
Due from AMI		-		65,935
Net cash used in operating activities		(1,541,956)		(1,124,000)

Investing activities
Advances to related party - ACI		-		(3,000,000)
Proceeds from related party note receivable - ACI		-		4,930,000
Net cash provided by financing activities		-		1,930,000

Financing activities
Issuance of convertible preferred stock, net of offering costs		-		336,667
Loan from LYG		-		-
Bank overdraft		-		(2,864)
Net cash (used in) provided by financing activities		-		333,803

Net Increase in Cash		(1,541,956)		1,139,803

Cash at Beginning of the Period		2,929,764		1,789,961
Cash at End of the Period	$	1,387,807	$	2,929,764

Supplemental cash flow information:
Interest paid	$	-	$	-
Income taxes paid	$	-	$	-

The accompanying notes are an integral part of these financial statements

F-8

HK GRAPHENE TECHNOLOGY CORPORATION

Notes to Financial Statements

December 31, ~~2014 and 2013~~2015

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

HK Graphene Technology Corp., formerly known as Angstron Holdings Corporation (the “Company”), was incorporated on June 28, 2006 in the state of Nevada under the name Loreto Corporation. The Company pursued its original business plan to create, market, and sell greeting cards to wholesalers and retail customers in shopping malls in its own planned retail shops. However, in 2008, the Company decided to redirect its business focus and strategy toward identifying and pursuing business opportunities in the mining sector in South America, ~~more~~and specifically, in Peru. The Company later changed its name to Loreto Resources Corporation, and subsequently to HK International Group Inc., and ~~then~~subsequently to Angstron Holdings Corporation. On July 31, 2015 the Company changed its name to HK Graphene Technology Corporation. As of December 31, 2015, American Compass, Inc. owned 99.9% of the company.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements as of December 31, ~~2014~~2015 and ~~2013~~2014 and for the years then ended have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash ~~and Cash Equivalents~~

Cash equivalents are comprised of certain highly liquid investments with maturities of three months or less when purchased. The Company's cash are with local and national banking institutions and subjected to current FDIC insurance limits of $250,000 per banking institution. As of December 31, ~~2014~~2015 and December 31, ~~2013~~2014, the Company bank balances in these bank accounts exceeded the insured amount by $21,~~679~~137,~~764~~807 and $12,~~539~~679,~~961~~764, respectively. The Company has not experienced any losses related to this concentration of risk. There are no cash equivalents as of December 31, 2015 and 2014.

Basic Earnings per Share

Basic and diluted earnings or loss per share (“EPS”) amounts in the financial statements are computed in accordance with ASC Topic 260 – 10 “Earnings per Share,” which establishes the requirements for presenting EPS. Basic EPS is based on the weighted average number of common shares outstanding. Diluted EPS is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net income/loss available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator during the period. Weighted average number of shares used to calculate basic and diluted loss per share is considered the same as the effect of dilutive shares is anti-dilutive.

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of December 31, ~~2014~~2015 and ~~2013~~December 31, ~~the~~2014, carrying value of ~~the~~ assets and liabilities approximated fair value due to the short-term nature and maturity of these instruments.

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Recent Accounting Pronouncements

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended September 30, 2014, thereby no longer presenting or disclosing any information required by Topic 915.

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Income Taxes

We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their perspective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized.

As a result of the implementation of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax position, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspect of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 as of June 28, 2006, and have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as open tax years in these jurisdictions. We have identified the U.S. federal and Nevada as our “major” tax jurisdictions and generally, we remain subject to Internal Revenue Service examination of our 2007 through ~~2013~~2014 U.S. federal income tax returns. However, we have certain tax attribute carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized.

We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. In addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740. Our policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes. We have no interest or penalties as of December 31, 2015 and 2014.

NOTE 3. GOING CONCERN

During the ~~year~~period ended December 31, ~~2014~~2015, the Company has not generated any revenue and therefore has been unable to generate cash flows sufficient to support its operations and has been dependent on debt and equity financing. In addition to negative cash flow from operations, the Company has experienced recurring net losses, and has an accumulated deficit of $57,~~869~~496,~~133~~378 as of December 31, ~~3014~~2015.

These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Going forward, the Company’s plan is to acquire other assets or business operations that will maximize shareholder value.

~~NOTE 4. DUE FROM ANGSTRON MATERIALS, INC.~~F-10

~~For~~NOTE ~~the year ended December 31, 2014 and 2013, the Company has paid certain expenses in the amount of $642,145 and $65,935 on behalf of Angstron Materials, Inc~~4. ~~(“AMI”),~~STOCK a potential acquisition target of the Company. As of December 31, 2014, the acquisition has been cancelled. Due to the management’s estimate, there is an uncertainty to collect those receivables from AMI. As a result, full bad deb provision is provided for $642,145 on December 31, 2014. The balance of Due from AMI, net is $0 and $65,935 as of December 31, 2014 and 2013, respectively. TRANSACTIONS

NOTE 5. STOCK TRANSACTIONS

Debt Conversion Transaction

On March 8, 2013, the Company entered into Promissory Note Conversion Agreements ~~(the “Conversion Agreements”)~~ with each of the holders ~~(the “Note holders”)~~ of the Company’s outstanding convertible promissory notes (the “Notes”), to convert an aggregate of $430,538 of principal and accrued but unpaid interest due under the Notes, representing all of the Company’s outstanding indebtedness for money borrowed at March 8, 2013, ~~was converted~~ into a total of 57,405,074 shares (pre-~~reverse~~Reverse ~~stock~~Stock ~~split~~Split) ~~(the “Note Conversion Shares”)~~ of the Corporation’s common stock, $0.001 par value per share (“Common Stock”), at a conversion rate of $0.0075 per share ~~(the “Debt Conversion Transaction”)~~. ~~(See Note 4)~~

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Series A Preferred Stock Issuance

On March 8, 2013, the Company entered into a Series A Preferred Stock Purchase Agreement ~~(the~~with ~~“Purchase~~Commonwealth ~~Agreement”)~~Investments, ~~with~~LLC, a California limited liability company (the “Series A Purchaser”), pursuant to which, among other items, on March 11, 2013 ~~(the “Closing Date”)~~, the Company sold to the Series A Purchaser, and the Series A Purchaser purchased from the Company, 1,300 shares of the Company’s Series A Preferred Stock, at the price of $100 per share, for an aggregate purchase price of $130,000, with total offering costs of $37,500. ~~This~~The Series A Preferred Stock is a convertible ~~stock and can be convert~~ into an aggregate of 127,703,396 shares (post-~~reverse~~Reverse ~~stock~~Stock ~~split~~Split) of the Company’s Common Stock ~~(the “Series A Transaction”)~~.

Series B Preferred Stock Issuance

On December 7, 2014, the Company entered into a Series B Preferred Stock Purchase Agreement ~~(the~~with ~~“Purchase~~an ~~Agreement”)~~accredited ~~with~~investor, Yunfeng Lu (the “Series B Purchaser”), pursuant to which, among other items, on December 19. 2014 ~~(the “Closing Date”)~~, the Company sold to the Series B Purchaser, and the Series B Purchaser purchased from the Company, 3,683 shares of the Company’s Series B Preferred Stock, at the price of $91.41 per share, for an aggregate purchase price of $336,667. The ~~stocks~~Series ~~can~~B bePreferred ~~converted~~Stock atis ~~any~~convertible ~~time~~into ~~after~~Common ~~one~~Stock ~~year~~as of ~~the~~December ~~original~~7, ~~issue date~~2015.

On October 1, 2015, in accordance with the Purchase Agreement between Yunfeng Lu (the “Seller”), and American Compass Inc., a California corporation (the “Purchaser”), Seller sold to the Purchaser 3,683 shares of the Company’s Series B Convertible Preferred Stock (the “Transaction”) for an aggregate purchase price of $336,667. As a result of the closing of the Transaction, the Purchaser became the beneficial owner of approximately 99.9% of the Company’s issued and outstanding capital stock on a fully-diluted as-converted basis.

Reverse Stock Split

Effective April 16, 2013, the Company’s board of directors approved a reverse split of the Company’s ~~common~~Common ~~stock~~Stock on the basis of one share for each 100 shares issued and outstanding (~~1:100~~the ~~reverse~~“Reverse ~~stock~~Stock ~~split~~Split”). The total number of authorized shares was also ~~changed. The Company~~ increased ~~its number of authorized shares~~ from 310,000,000 shares, consisting of 300,000,000 shares of ~~common~~Common ~~stock~~Stock and 10,000,000 shares of preferred stock, 1,300 shares of which have been designated as Series A Preferred Stock, to 3,000,000,000 shares, consisting of 2,000,000,000 shares of ~~common~~Common ~~stock~~Stock and 1,000,000,000 shares of preferred stock, 1,300 shares of which have previously been designated as Series A Preferred Stock.

All ~~common~~ shares of Common Stock presented in these financial statements and accompany notes have been retroactively adjusted to reflect the ~~reverse~~Reverse ~~stock~~Stock ~~split effective on April 16, 2013~~Split.

NOTE 65. DUE TO RELATED PARTY

~~For~~During the ~~last~~year ~~three~~ended ~~quarters~~December of31, ~~2013~~2014, the affiliate company, American Compass, Inc,. (“ACI”) has paid the Company’s operating ~~expense~~expenses, ~~includes~~including legal ~~fee~~fees, filing ~~fee~~fees and auditing ~~fee~~fees. The expenses paid by ACI during the period ended December 31, 2014 totaled $61,974. As of December 31, ~~2013~~2014, the balance of accounts payable to ACI ~~total~~totaled $81143,~~162~~136.

During the year ended December 31, ~~2014~~2015, ACI has continued to pay the Company’s operating expenses. The expenses paid by ACI during the period ended December 31, ~~2014~~2015 totaled $615,~~974~~287. As of December 31, ~~2014~~2015, the balance of due to ~~related party -~~ ACI totaled $~~143~~148,~~136~~424.

~~NOTE 7. LOAN PAYABLE – RELATED PARTY~~F-11

OnNOTE ~~September 30, 2013, Lianyungang Hybrid Kinetic New Energy Co~~6., ~~Ltd~~LOAN ~~(“LYG”),~~PAYABLE a– ~~related~~RELATED party made a loan in the amount of $4,000,000 to the Company. This is an unsecured, 2% interest loan due on October 1, 2016. The Company intends to use the proceeds of the loan for the development of grapheme production technology. PARTY

AsOn ofSeptember ~~December~~30, 312013, ~~2014~~Lianyungang Hybrid Kinetic New Energy Co., ~~the~~Ltd. (“LYG”), a related party, made a loan ~~balance~~to isthe Company in the amount of $4,000,000. This is an unsecured, 2% interest bearing loan due on October 1, 2016. The Company intends to use the proceeds from the loan for the development of grapheme production technology.

FOn February 25, 2015, the Company entered into an Investment Agreement (the “Investment Agreement”) with Lianyungang Hybrid Kinetic New Energy Limited, Inc. (“LYG Inc.”), a related party, pursuant to which the Company agreed to (a) issue to LYG Inc. 537,418,480 shares of the Company’s Common Stock at a per share price of $0.0186 in exchange for $10,000,000, payable by (a) a cash payment of $6,000,000 and (b) the cancellation a certain promissory note issued by the Company to LYG Inc. with a principal amount of $4,000,000, as more fully described in the Current Report on Form 8-9K filed on February 27, 2015. The transaction was consummated on April 6, 2016, on which date the Company issued to LYG Inc. 537,418,480 shares of Common Stock in exchange for a cash payment of $6,000,000 the cancellation of the $4,000,000 note. Immediately following the transaction, LYG Inc. owned 99.8% of the issued and outstanding Common Stock of the Company.

NOTE 87. LOANS TO RELATED PARTY

On December 11, 2013, the Company made a loan in the amount of $1,930,000 to ACI. ~~This~~(related isparty) in the form of an unsecured promissory note (“2013 Note”), with an interest rate atequal to 2%, ~~note~~payable ~~due~~ upon request. As of May 31, 2014, the accrued interest on the 2013 Note totaled $16,641.95.

On February 24, 2014, the Company made an additional loan in the amount of $1,000,000 to ACI. ~~This~~in isthe ~~also~~form of an unsecured promissory note (“February 2014 Note”), with an interest rate ofequal to 2%, ~~note~~payable ~~due~~ upon request. As of May 31, 2014, the accrued interest on the February 2014 Note totaled $4,431.64.

As of ~~March~~April 3111, 2014 the total balance ~~for~~of all loans made to ACI was $2,930,000. On May 16, 2014, ACI repaid the ~~December~~outstanding ~~11,~~balances on the 2013 Note and February ~~24,~~ 2014 ~~notes~~Note, ~~and~~resulting ~~the~~in a zero balance of all loans made to ACI ~~was zero~~ as of such date.

On June 10, 2014, the Company ~~made~~entered into an agreement, toforgiving ~~forgive~~a ~~the~~total ~~interest~~of ~~for~~$21,073 ~~this~~in ~~loan~~interest topayments ~~ACI.~~owed ~~The~~to ~~total~~the ~~forgiven~~Company ~~interest~~by ~~totaled $21,073~~ACI.

On August 8, 2014, the Company made a loan in the amount of $1,000,000 to ACI, ~~Inc.~~in the form of an ~~affiliate~~unsecured ~~company.~~promissory ~~This~~note is(“August an2014 ~~unsecured~~Note”), with an interest rate atequal to 3%, ~~note~~payable ~~due~~ on February 23, 2017.

On November 26, 2014, the Company made a loan in the amount of $1,000,000 to ACI, ~~Inc.~~in the form of an ~~affiliate~~unsecured ~~company.~~promissory ~~This~~note is(“November an2014 ~~unsecured~~Note”), with an interest rate atequal to 3%, ~~note~~payable ~~due~~ on November 25, 2017.

On December 18, 2014, ACI repaid the August 8, 2014 Note and the November ~~26,~~ 2014 ~~notes~~Note. Both promissory notes bear no interest so long as itthey isare paid in full on or before ~~Maturity~~their respective maturity dates. As result, the Company ~~forgiven~~forgave ~~interest~~a ~~totaled~~total of $12,659 in interest payments owed.

As of December 31, ~~2014~~2015, the total balance for all loans made to ACI was $0 and the accrued interest totaled $0.

NOTE 98. RESEARCH AND DEVELOPMENT

On November 3, 2014, the Company assumed all rights and duties under that certain Sponsored Research Agreement No. 20150727 entered into between Hybrid Kinetic Motors Corporation, a Delaware Corporation (“HKMC”), and The Regents of the University of California (the “University”), ~~from~~pursuant ~~HKMC~~ to ~~act~~which asHKMC ~~the~~agreed ~~sponsor related~~ to sponsor the development of advance energy storage devices for EV and REEV (the “Research”). The Research ~~began~~commenced on October 1, 2014 and will continue for a period of three (3) years through September 30, 2017. The cost to the Company for the University’s performance ~~hereunder~~thereunder will be $~~450,000 or $~~150,000 per year., for a total of $450,000.

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NOTE 9. CONTRIBUTION EXPENSES

Effective as of June 1, 2015, the Company entered into a Gift Agreement (the “Agreement”) with The Regents of the University of California (“Regents of the University”), acting through the offices of the Henry Samueli School of Engineering and Applied Science at the University of California, Los Angeles (“UCLA School of Engineering and Applied Science”), pursuant to which the Company agreed to pledge $3,500,000 over a seven (7) year period with the initial payment of $500,000 made on December 31, 2015, to the Regents of the University, in support of a research center at the UCLA School of Engineering and Applied Science. In exchange for such payment, the University of California, Los Angeles has agreed to create the HK Graphene Technology Corporation Research Center, to be located at the UCLA School of Engineering and Applied Science.

Pursuant to substantially similar agreements, the Company contributed $10,000 to Rice University and $250,000 to John Hopkins University as of December 31, 2015.

NOTE 10. TAXES

Net deferred tax assets consist of the following components as of December 31, ~~2014~~2015 and ~~2013~~2014:

		2014		2013
		2015		2014
Deferred tax assets:
NOL carryover	$	12,~~816~~347,~~365~~654	$	1,~~675~~816,~~248~~365
Valuation allowance		(12,~~816~~347,~~365~~654)		(1,~~675~~816,~~248~~365)
Net deferred tax asset	$	-	$	-

The income tax provision is summarized as follows:

		2013		2012
		2015		2014
Income tax benefit at statutory rate	$	(~~141~~531,~~117~~289)	$	(71141,~~779~~117)
Valuation allowance		~~141~~531,~~117~~289		71141,~~779~~117
Net deferred tax asset	$	-	$	-

At December 31, ~~2014~~2015, the Company had net operating loss carry forwards of approximately $4.5.9 million that may be offset against future taxable income through ~~2031~~2035. No tax benefit has been reported in the December 31, 2015 and 2014 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

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NOTE 11. SUBSEQUENT EVENTS

On ~~January~~March 1428, ~~2015~~2016, wethe ~~entered~~parties ~~into~~to anthe ~~Amended~~Investment ~~and~~Agreement ~~Restated~~consummated ~~Cooperation~~the ~~and~~transactions ~~Consulting~~contemplated ~~Services~~thereunder, ~~Agreement~~including (the ~~“Agreement”)~~Company’s ~~with~~issuance ~~Yunfeng~~of ~~Lu (the “Consultant”)~~537,418,480 ~~which~~shares ~~amends~~of ~~and~~Common ~~restates~~Stock ~~that~~to ~~certain~~LYG ~~Cooperation~~Inc. ~~Agreement~~in ~~dated~~exchange asfor ~~of December 7~~$10,000,000, ~~2014.~~of Wewhich ~~have~~(a) ~~engaged~~$6,000,000 ~~Yunfeng~~was Lupaid toin ~~contribute~~cash, ~~his~~and ~~expertise~~(b) ~~and~~$4,000,000 ~~knowledge~~was paid in the ~~development~~form ~~and~~of ~~commercialization~~the cancellation of ~~high~~a ~~performance~~promissory ~~hybrid automobiles~~note. ~~The~~Immediately ~~parties~~following ~~entered~~the ~~into~~transaction, ~~the~~LYG ~~Agreement~~Inc. inowned ~~consideration~~99.8% of ~~$150,000 per annum and~~ the ~~mutual~~issued ~~responsibilities~~ and ~~obligations~~outstanding ~~described~~Common ~~therein,~~Stock asof ~~more fully described in~~ the ~~Current Report on Form 8-K filed on January 15, 2015~~Company.

On ~~January~~December 2122, 2015, weAmerican Compass, Inc., a California corporation (the “Seller”), and Ford Cheer International Limited, a company organized and existing under the laws of the British Virgin Islands (the “Purchaser”), entered into a ~~Director~~Securities Purchase Agreement ~~with~~(the ~~each~~“Purchase ~~member~~Agreement”) ofpursuant to which the ~~Board~~Seller agreed to sell to the Purchaser and the Purchaser agreed to purchase from the Seller, 3,683 shares of ~~Directors~~the inCompany’s ~~consideration~~Series B Preferred Stock, for an aggregate purchase price of $20336,~~000~~667 ~~per~~(the ~~annum~~“Transaction”). Upon the consummation of the Transaction on January 3, as2016, ~~more~~the ~~fully~~Purchaser ~~described~~was inthe beneficial owner of approximately 73.5% of the ~~Current~~Company’s ~~Report~~issued onand ~~Form~~outstanding ~~8-K~~capital ~~filed~~stock, on ~~January~~a 26fully-diluted basis, ~~2015~~representing a change of control of the Company.

OnThese ~~February~~financial ~~25,~~statements 2015, we entered into a Consulting Services Agreement with Hybrid Kinetic (Lianyungang) New Energy Limited, Inc., a related party company organized under the laws of the People’s Republic of China. We were ~~engaged~~approved toby ~~perform~~management ~~certain~~and ~~consulting~~available ~~services related to the production of graphene in exchange~~ for aissuance ~~quarterly~~on ~~royalty~~April ~~fee equal to~~ 7~~% of the Investor’s net sales revenue~~, as2016. ~~more~~Subsequent ~~fully~~events ~~described~~have inbeen ~~the~~evaluated ~~Current~~through ~~Report~~this ~~on Form 8-K filed on February 27, 2015~~date.

On February 25, 2015, we entered into an Investment Agreement with Lianyungang Hybrid Kinetic New Energy Limited, Inc. (“Investor”), for gross proceeds equal to an aggregate of $10,000,000 (the “Purchase Price”) in exchange for the issuance of 537,418,480 shares of the Company’s common stock, par value of $0.001 per share, at a per share price of $0.0186, as more fully described in the Current Report on Form 8F-K filed on February 27, 2015. The Purchase Price consists of a cash payment of $6,000,000 to be paid at the closing and the cancellation of a promissory note in the amount of $4,000,000 payable to the Investor by the Company. The Company expects the transactions contemplated by the Investment Agreement to close on or around May 24, 2015.13

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