Annual Report (10-k)

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, 201 5

. 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: 000-52636

HK Battery Technology, Inc.

(Exact name of registrant as specified in its charter)


Delaware		20-3724068
(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: 626-683-7330

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

Securities registered under Section 12(g) of the Act: Common Stock, Par Value of $0.001 Per Share

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. .

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, 2016, there were 67,096,142 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	10
1B.	Unresolved Staff Comments	10
2.	Properties	10
3.	Legal Proceedings	10
4.	Mine Safety Disclosures	11

PART II		12

5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
6.	Selected Financial Data	15
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
7A.	Quantitative and Qualitative Disclosures About Market Risk	18
8.	Financial Statements and Supplementary Data	18
9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	19
9A.	Controls And Procedures	19
9B.	Other Information	20

PART III		21

10.	Directors, Executive Officers, and Corporate Governance	21
11.	Executive Compensation	22
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	23
13.	Certain Relationships and Related Transactions, and Director Independence	24
14.	Principal Accountant Fees and Services	25

PART IV		26

15.	Exhibits and Financial Statement Schedules	26

Signatures		29

FORWARD-LOOKING STATEMENTS

This Annual Report contains forward-looking statements, including, without limitation, in the sections captioned “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, including plans or objectives relating to exploration programs, (ii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iii) our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the SEC, and (iv) the assumptions underlying or relating to any statement described in points (i), (ii) or (iii) above.

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, our inability to obtain adequate financing, insufficient cash flows and resulting illiquidity, our inability to expand our business, government regulations, lack of diversification, volatility in the price of gold, increased competition, results of arbitration and litigation, stock volatility and illiquidity, and our failure to implement our business plans or strategies. A description of some of the risks and uncertainties that could cause our actual results to differ materially from those described by the forward-looking statements in this Report appears in the section captioned “Risk Factors” and elsewhere in this Report.

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise.

Readers should read this Report in conjunction with the discussion under the caption “Risk Factors,” our financial statements and the related notes thereto in this Report, and other documents which we may file from time to time with the SEC.

PART I

ITEM 1. BUSINESS

This Report contains summaries of the material terms of various agreements executed in connection with the transactions described herein. The summaries of these agreements are subject to, and are qualified in their entirety by reference to, these agreements, all of which are incorporated herein by reference.

Historical Development

HK Battery Technology, Inc. (“HK Battery,” the “Company,” “we,” “us,” or “our”) was incorporated as Nano Holdings International, Inc., in Delaware on April 16, 2004. Prior to the Merger (defined below), our business was to sell party and drinking supplies, including gelatin shot mixes, shot glasses, flavored sugar and salts and various other drinking containers and paraphernalia.

Name Changes and Capital Increase

On November 3, 2008, we filed a Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware, which (i) changed our name from Nano Holdings International, Inc., to Nevada Gold Holdings, Inc., and (ii) increased our authorized capital stock from 75,000,000 shares of common stock, par value $0.001 per share (“Common Stock”), to 300,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.001 (“Preferred Stock”).

On August 7, 2013, we filed another Certificate of Amendment to our Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware to (i) change our corporate name to HK Battery Technology Inc., and (ii) increase our authorized capital stock from 300,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock, to 1,200,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. We mailed a definitive information statement on Schedule 14C to our stockholders on August 7, 2013, and in accordance with the regulations under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) the Charter Amendment did not become effective until at least 20 days after that mailing date.

As used in this Report, unless otherwise stated or the context clearly indicates otherwise, the term “Nano Holdings” refers to us before giving effect to the Merger (defined below), the term “NGE” refers to Nevada Gold Enterprises, Inc., a Nevada corporation formed on October 7, 2008, before giving effect to the Merger, the term “NGHI” refers to Nevada Gold Holdings, Inc., after giving effect to the Merger, and the terms “Company,” “we,” “us,” and “our” refer to HK Battery Technology, Inc. (formerly Nevada Gold Holdings, Inc.), and its wholly owned subsidiary, NGE, after giving effect to the Merger.

Stock Splits

Our Board of Directors and our stockholders authorized a 1-for-15 reverse split of our Common Stock, which was effected on September 15, 2010. All share and per share numbers in this Report relating to the Common Stock have been adjusted to give effect to these stock splits, unless otherwise stated.

On July 21, 2014, our Board of Directors and stockholders holding a majority of the Company’s outstanding shares of Common Stock (the “Majority Stockholders”), respectively, approved an amendment to the Company’s Certificate of Incorporation to effect a 1-for-100 reverse split of the Company’s Common Stock, which was effectuated on September 5, 2014.

Merger

On December 31, 2008, pursuant to a Merger Agreement entered into on the same date, Nevada Gold Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of Nano Holdings (“Acquisition Sub”), merged with and into NGE, with NGE being the surviving corporation (the “Merger”). NGE held rights to explore for gold on a property located in Austin, Nevada, known as the Tempo Mineral Prospect pursuant to a lease with Gold Standard Royalty Corporation (“Gold Standard”), a subsidiary of Golden Predator Mines Inc. that covered 206 contiguous unpatented lode claims, totaling 2,920 acres. As a result of the Merger, NGE became a wholly owned subsidiary of NGHI.

As a result of the Merger, we ceased operating as a distributor of party and drinking supplies and acquired the business of NGE to engage in the exploration and eventual development of gold mines, and we have continued NGE’s existing business operations as a publicly traded company under the name Nevada Gold Holdings, Inc. See “Split-Off Agreement” below.

At the closing of the Merger, each of the 200 shares of NGE’s common stock issued and outstanding immediately prior to the closing of the Merger was converted into 4,658,263 shares of our Common Stock. As a result, an aggregate of 2,626,263 shares of our Common Stock were issued to the holders of NGE’s common stock. NGE did not have any stock options or warrants to purchase shares of its capital stock outstanding at the time of the Merger.

The Merger was treated as a recapitalization of the Company for financial accounting purposes. NGE is considered the acquirer for accounting purposes, and the historical financial statements of Nano Holdings before the Merger were replaced with the historical financial statements of NGE before the Merger in all subsequent filings with the Securities and Exchange Commission (the “SEC”).

The parties took all actions necessary to ensure that the Merger was treated as a tax-free exchange under Section 368(a) of the Internal Revenue Code of 1986, as amended.

In January, 2013, our Board of Directors determined that the Company should cease its gold exploration activities and to refocus our business objectives on to seeking, investigating and, if such investigation warrants, engaging in a business combination with a private entity whose business presents an opportunity for our stockholders. Accordingly, we did not pay to Gold Standard an advance minimum royalty payment of approximately $150,000 that was due by January 15, 2013, and in February 15, 2013, Gold Standard terminated our lease of the 266 contiguous unpatented lode claims on the Tempo Mineral Prospect.

Split-Off Agreement

Upon the closing of the Merger, under the terms of a Split-Off Agreement, the Company transferred all of its pre-Merger operating assets and liabilities to its wholly owned subsidiary, Sunshine Group, Inc., a Delaware corporation (“Sunshine”) formed on December 18, 2008, including, without limitation, the Company’s equity interests in Sunshine Group, LLC, a Florida limited liability company (“Sunshine LLC”). Thereafter, pursuant to the Split-Off Agreement, we transferred all of the outstanding shares of capital stock of Sunshine to Marion R. “Butch” Barnes, William D. Blanchard and Robert Barnes, pre-Merger stockholders of Nano Holdings (the “Split-Off”), in consideration of and in exchange for (i) the surrender and cancellation of an aggregate of 6,666,667 shares of our Common Stock held by those stockholders and (ii) certain representations, covenants and indemnities.

Accounting Treatment; Change of Control

The Merger was accounted for as a “reverse merger,” and NGE was deemed to be the acquirer in the reverse merger. Consequently, the assets and liabilities and the historical operations that are reflected in our financial statements prior to the Merger are those of NGE and have been recorded at the historical cost basis of NGE, and our consolidated financial statements after completion of the Merger include the assets and liabilities of NGE, historical operations of NGE and operations of NGHI and its subsidiary from the closing date of the Merger. As a result of the issuance of the shares of Common Stock pursuant to the Merger, a change in control of the Company occurred as of the date of consummation of the Merger. Except as described in this Report, no arrangements or understandings exist among present or former controlling stockholders with respect to the election of members of our Board of Directors and, to our knowledge, no other arrangements exist that might result in a change of control of the Company.

Recent Formations and Dissolutions

On June 21, 2015, we formed HK Battery Technology LLC, a Nevada limited liability company and our wholly-owned subsidiary, managed by Jianguo Xu, and HK System Integration LLC, a Nevada limited liability and our wholly-owned subsidiary, managed by Junwen Hou. As of December 31, 2015, neither these subsidiaries conducted any business, had any income or expenses nor had any bank accounts. As of November 23, 2015, our wholly-owned subsidiary, Nevada Gold Enterprises, Inc., was dissolved.

Our Business Plan

We are no longer engaged in the business of exploring for gold. We currently hold no mineral exploration or mining rights and do not intend to acquire any.

We intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our stockholders. Our objectives discussed below are extremely general and are not intended to restrict discretion of our Board of Directors to search for and enter into potential business opportunities or to reject any such opportunities.

We have no particular business combination in mind and have not entered into any negotiations regarding such a combination. Neither our officers nor any of our affiliates has engaged in any negotiations with any representative of any company regarding the possibility of an acquisition or combination between our company and such other company. We have not yet entered into any agreement, nor do we have any commitment or understanding to enter into or become engaged in a transaction.

We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. Further, we may acquire or combine with a venture that is in its preliminary or development stage, one that is already in operation or one that is in a more mature stage of its corporate existence. Accordingly, business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex.

We believe that there are numerous firms seeking the perceived benefits of a publicly registered corporation. These benefits are commonly thought to include the following:

the ability to use registered securities to acquire assets or businesses;

increased visibility in the marketplace;

greater ease of borrowing from financial institutions;

improved stock trading efficiency;

greater stockholder liquidity;

greater ease in subsequently raising capital;

ability to compensate key employees through stock options and other equity awards;

enhanced corporate image; and

a presence in the United States capital markets.

We have not conducted market research and are not aware of statistical data to support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.

Target companies potentially interested in a business combination with us may include the following:

a company for which a primary purpose of becoming public is the use of its securities for the acquisition of other assets or businesses;

a company that is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it;

a company that desires to become public with less dilution of its common stock than would occur upon an traditional underwritten public offering;

a company that believes that it will be able to obtain investment capital on more favorable terms after it has become public;

a foreign company that may wish an initial entry into the United States securities markets;

a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified employee stock option plan; or

a company seeking one or more of the other mentioned perceived benefits of becoming a public company.

The analysis of new business opportunities will be undertaken by or under the supervision of our executive officers and directors, none of whom is a business analyst. Therefore, it is anticipated that outside consultants or advisors may be utilized to assist us in the search for and analysis of qualified target companies.

A decision to participate or not in a specific business opportunity will be made based upon our analysis of the quality of the prospective business opportunity’s management and personnel, its assets, the anticipated acceptability of products or marketing concepts, the merit of a proposed business plan and numerous other factors that are difficult, if not impossible, to analyze using any objective criteria. We have unrestricted flexibility in seeking, analyzing and participating in potential business opportunities.

In our efforts to analyze potential acquisition targets, we will consider the following kinds of factors:

potential for growth, indicated by new technology, anticipated market expansion or new products;

competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

strength and diversity of management, either in place or scheduled for recruitment;

capital requirements and anticipated availability of required funds, to be provided by us or from operations, through the sale of additional securities, through bank loans or other commercial borrowing arrangements, through joint ventures or similar arrangements or from other sources;

the cost of participation by us as compared to the perceived tangible and intangible values and potentials;

the extent to which the business opportunity can be advanced;

the accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and

other relevant factors.

In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data.

Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, licensing agreement or other arrangement with another entity. We also may acquire stock or assets of an existing business. On the consummation of a transaction it is probable that the present management and stockholders of the company will no longer be in control of the company. In addition, some or all of our officers and directors, as part of the terms of the acquisition transaction, likely will be required to resign and be replaced by one or more new officers and directors without a vote of our stockholders.

It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of a transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on that market a.

While the actual terms of a transaction to which we may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition as a “tax-free” reorganization under Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.

With respect to any merger or acquisition, negotiations with target company management are expected to focus on the percentage of our company that the target company stockholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company’s assets and liabilities, our existing stockholders will in all likelihood hold a substantially lesser percentage ownership interest in our company following any merger or acquisition. The percentage ownership of our existing stockholders may be subject to significant reduction in the event we acquire a target company with substantial assets. Any merger or acquisition effected by us can be expected to have a significant dilutive effect on the percentage of shares held by our stockholders at such time.

We will participate in a business opportunity only after the negotiation and execution of appropriate agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants, and will include miscellaneous other terms.

We are presently subject to the reporting requirements included of the Exchange Act. Included in these requirements is our duty to file with the Securities and Exchange Commission (“SEC”) as part of a Current Report on Form 8-K after consummation of a merger or acquisition audited financial statements of the business acquired and pro forma financial information. If such audited financial statements and pro forma financial information are not available at closing, or within time parameters necessary to insure our compliance with the requirements of the Exchange Act, or if the audited financial statements provided do not conform to the representations made by the target company, the closing documents may provide that the proposed transaction will be voidable at the discretion of our present management.

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in our loss of the related costs incurred.

We do not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination.

We intend to continue to comply with the reporting requirements of the Exchange Act for so long as we are subject to those requirements.

Competition

We expect to encounter substantial competition in our efforts to identify and consummate a transaction with a business opportunity. The primary competition will be from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals, all of which may have substantially greater financial and other resources than we do. In view of our limited financial resources and limited management availability, we may be at a competitive disadvantage compared to our competitors.

Compliance with Government Regulation

Since the Tempo lease is now terminated, we may have some residual obligations for re-contouring and re-vegetation of disturbed surface areas or other remediation work on that property. It is not possible to estimate the potential costs of such work, if any, at this time. Except as discussed above and under Part I, Item 2, “Legal Proceedings,” below, we are currently not subject to any material governmental regulations.

Employees

We currently have 13 full-time employees. In the future, if we acquire or initiate a new business, we may hire additional personnel as needed.

Subsidiaries

As of November 23, 2015, our wholly-owned subsidiary, Nevada Gold Enterprises, Inc., was dissolved.

Research and Development Expenditures

We are not currently conducting any research and development activities.

Patents/Trademarks/Licenses/Franchises/Concessions/Royalty Agreements or Labor Contracts

We do not own any patents or trademarks. Also, we are not a party to any license or franchise agreements, concessions, or labor contracts.

ITEM 1A. RISK FACTORS

As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, the Company is not required to provide the information under this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Executive Offices

Our business office is located at 800 E. Colorado Blvd., Suite 888, Pasadena, California 91101, in the offices of Far East Golden Resources. It contains office furniture and equipment sufficient to administer our current business. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein.

We do not own or lease any other real property or any plants, mines or other physical properties.

ITEM 3. LEGAL PROCEEDINGS

From time to time we may be involved in claims arising in connection with our business.

As of the date of this Report, except as described below, there are no material pending legal proceedings to which the Company or any of its subsidiaries is a party or of which any of their property is the subject, nor are there any such proceedings known to be contemplated by governmental authorities.

CFIUS Matter

As previously reported, on March 30, 2012, we received a notice from the Committee on Foreign Investment in the United States (“CFIUS”) that an agency notice had been submitted to CFIUS on March 28, 2012 (the “Notice”) pursuant to Section 721 of the Defense Production Act of 1950, as amended, with regard to the acquisition in October 2010 by Far East Golden Resources, in a private placement offering of shares equal to approximately 88.4% (at the time) of the outstanding common stock of Nevada Gold (the “Transaction”); and on April 26, 2012, we received another notice from CFIUS that CFIUS was undertaking an investigation of that transaction.

On May 30, 2012, we received a notification from CFIUS (the “Notice”) proposing that Hybrid Kinetic Group Limited, a limited liability company incorporated in Bermuda (“Hybrid Kinetic”) (the ultimate controlling entity of Far East Golden Resources), and the U.S. Department of Defense (“DoD”) enter into a National Security Agreement as a measure to mitigate asserted risks to the national security of the United States determined to exist by CFIUS due to the fact that our Tempo property is in proximity to U.S. Naval Air Station Fallon, which agreement would have required, among other things, that Hybrid Kinetic and Nevada Gold take actions to sell, break or abandon all leases and claims at or near our Tempo mine site (the “Tempo Leases and Claims”) through the disavowal, transfer, or sale of all interests in the Tempo Leases and Claims.

On June 11, 2012, Hybrid Kinetic, Far East Golden Resources and Nevada Gold (collectively, the “Companies”) submitted to CFIUS a request to withdraw the Notice, in which Hybrid Kinetic and Far East Golden Resources agreed to undertake certain actions to divest their interests in Nevada Gold, in lieu of a disposition or abandonment by Nevada Gold of the Tempo Leases and Claims. CFIUS, by letter dated June 11, 2012, granted the request for withdrawal, based upon the representations and commitments made by the Companies in the withdrawal request and subject to the terms and conditions imposed by CFIUS in an Order dated June 11, 2012.

Specifically, among other things, Hybrid Kinetic and its subsidiaries agreed, within 90 days from June 11, 2012, to divest all their interests in Nevada Gold. The Companies will notify the U.S. Department of Defense and the U.S. Department of the Treasury (the “USG Agencies”) of any proposed divestment no less than 10 calendar days in advance of effecting such divestment. The parties may proceed to complete the transfer after the 10 calendar day period expires if: (a) the USG Agencies do not object to the proposed transferee during the 10 calendar day advance notice period; (b) the proposed transferee is a U.S. citizen who is not a dual citizen or is an entity that is wholly owned by U.S. citizens who are not dual citizens; and (c) the proposed transferee has no prior direct or indirect contractual, financial, employment, familial, or other relationship with Hybrid Kinetic or persons that own or are employed by Hybrid Kinetic. In all other circumstances, Hybrid Kinetic will not complete the transfer until the USG Agencies inform Hybrid Kinetic in writing that the USG Agencies have no objection to the proposed transfer. Further, no personnel, employee or agent of Hybrid Kinetic may access the property conveyed by the Tempo Leases and Claims or any other leases or claims in which Hybrid Kinetic has acquired any direct or indirect interest as a result of the Transaction or through Nevada Gold (collectively, the “Nevada Gold Leases and Claims”) without prior approval by the USG Agencies. In addition, Hybrid Kinetic, including contractors and business representatives acting on its behalf, will not obtain, through any means, any ownership interest or control over Nevada Gold, including any representation on our Board of Directors, or any Nevada Gold Leases and Claims. Until confirmation of the divestment, the USG Agencies will have access to the property conveyed by the Nevada Gold Leases and Claims.

The Order is enforceable, through injunctive or other judicial relief, and failure to comply with the Order may result in the imposition of civil or criminal penalties.

Hybrid Kinetic has submitted to CFIUS a proposed purchaser of Far East Golden Resources’s interests in Nevada Gold, and CFIUS is still reviewing the qualifications of the purchaser. We expect to have a final decision from CFIUS soon. Hybrid Kinetic has informed us that it intends to comply with the terms of the Order in a timely fashion; however, there can be no assurance that it will do so in a manner acceptable to the USG Agencies or at all.

On Nov. 6, 2012, Hybrid Kinetic received a notice from CFIUS that in order to give Hybrid Kinetic additional time to comply with the divestment requirement, CFIUS granted an extension of the time frame within which Hybrid Kinetic must divest all interest in Nevada Gold, as specified in the Order, to Tuesday, November 20, 2012. This modification does not affect any other provision of the Order or the application of any provision thereof.

On March 13, 2013, Hybrid Kinetic received a notice from CFIUS that CFIUS does not object to Hybrid Kinetic’s transfer of all its interest in Nevada Gold to an unrelated third party. This unrelated third party is conducting due diligence on the purchase of the shares currently owned by Hybrid Kinetic. Further, immediately upon completing the divestment, the parties are required to provide CFIUS copies of the documents effectuating the divestment and a signed statement by a Hybrid Kinetic officer certifying that Hybrid Kinetic has divested all of its interest in Nevada Gold.

On May 31, 2013, Hybrid Kinetic, Far East Golden Resources and Nevada Gold (collectively, the “Companies”) submitted to CFIUS a request to amend the June 11, 2012 Order, in which Hybrid Kinetic and Far East Golden Resources agreed to undertake certain actions to dispose of or abandon all Nevada Gold Leases and Claims, in lieu of a divestiture of their interests in Nevada Gold. CFIUS, by letter dated June 7, 2013, granted the request for withdrawal, based upon the representations and commitments made by the Companies in the withdrawal request and subject to the terms and conditions imposed by CFIUS in an Order dated June 7, 2013.

Specifically, among other things, Hybrid Kinetic and its subsidiaries agreed, within 30 days from June 7, 2012, to sell, terminate or abandon all Nevada Gold Lease and Claims. In the event the Companies seek to transfer or sell any of the Nevada Gold Leases or Claims, they will notify the U.S. Department of Defense of any proposed transfer or sale no less than 10 calendar days in advance of such proposed transfer or sale.

The Order is enforceable, through injunctive or other judicial relief, and failure to comply with the Order may result in the imposition of civil or criminal penalties.

We believe that the termination of the Tempo lease in February 2013 renders CFIUS’ concerns moot, and we have notified CFIUS as well as the US Department of Defense of the termination of the Tempo lease.

ITEM 4. Mine Safety Disclosures.

The Company is not currently the operator of any mine.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Since May 8, 2007, our Common Stock is quoted on the OTC Pink marketplace designated by the OTC Markets Group, Inc. (“OTC Pink”) under the symbol “HKBT”.

The following table sets forth the high and low closing bid prices for our Common Stock for the fiscal quarters indicated as reported on the OTC Pink. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. Our Common Stock is very thinly traded, and therefore pricing of our Common Stock on the OTC Pink does not necessarily represent its fair market value.


Period	High		Low
Fiscal Year Ending December 31, 2015:
First Quarter	$	1.40	$	1.10
Second Quarter		1.20		0.80
Third Quarter		0.80		0.58
Fourth Quarter		0.58		0.58

Fiscal Year Ending December 31, 2014:
First Quarter	$	0.011	$	0.0177
Second Quarter		0.01		0.018
Third Quarter		0.07		1.75
Fourth Quarter		1.4		1.85

Holders

As of April 11, 2016, there were 67,096,142 shares of our Common Stock issued and outstanding held by 27 stockholders 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 of directors 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.

Restrictions on the Use of Rule 144 by Security Holders of Shell Companies or Former Shell Companies

Rule 144(i) under the Securities Act of 1933, as amended (the “Act”), prohibits reliance on the exemption from registration provided by Rule 144 for resale of securities issued by any shell company (other than business combination related shell companies) or any issuer that has been at any time previously a shell company. The SEC has provided an exception to this prohibition, however, if the following conditions are met:

the issuer of the securities that was formerly a shell company has ceased to be a shell company;

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

As a result, our existing stockholders will not be able to sell the shares pursuant to Rule 144 without registration one year after we have completed our initial business combination, if any, assuming we meet the four conditions of a former shell company stated above at such time.

Recent Sales of Unregistered Securities

Except as set forth below and as previously disclosed in Current Reports on Form 8-K and Quarterly Reports on Form 10-Q that we have filed, we have not sold any of our equity securities during the period covered by this Report that were not registered under the Securities Act.

On August 27, 2015, the Company entered into a Stock Purchase Agreement with HK New Energy Vehicle System Integration Corporation (the “Purchaser”), a company organized under the laws of the People’s Republic of China (the “SPA”) pursuant to which the Company agreed to sell to the Purchaser up to 132,000,000 shares of the Company’s common stock for an aggregate purchase price of $99,000,000. On September 4, 2015, pursuant to the SPA, Purchaser purchased from the Company 66,666,667 shares for an aggregate purchase price of $50,000,000. Such issuance was made to the Purchaser, a non-US person (as that term is defined in Regulation S of the Securities Act), in accordance with Rule 506 of Regulation D promulgated under the Act, in that the Company did not engage in any general advertisement or general solicitation in connection with issuance, and the Company was available to answer any questions from the Purchaser.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth, as of December 31, 2015, information with respect to compensation plans (including individual compensation arrangements) under which equity securities of the Company are authorized for issuance:

Equity Compensation Plan Information


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c)
Equity compensation plans approved by security holders	-	n/a	-

Equity compensation plans not approved by security holders	-	n/a	-

Total

The Company has no outstanding awards as of April 11, 2016.

On December 30, 2008, the Board of Directors of the Company adopted the 2008 Equity Incentive Plan (the “2008 Plan”) which provided for incentive award grants of up to 4,000,000 shares of our Common Stock. As a result of the 2010 1-for-15 reverse stock split, the number of shares of common stock reserved under the 2008 Plan were reduced to 266,667. Prior to the reverse split, we had granted non-qualified stock options to purchase an aggregate of 1,250,000 shares of our common stock under the 2008 Plan at a weighted-average exercise price of $0.1334 per share. As a result of the reverse stock split, such options were adjusted so that they are exercisable, in the aggregate, for 83,333 shares of our common stock at a weighted-average exercise price of $2.001 per share.

On September 16, 2010, we amended our 2008 Plan to increase the total number of shares of Common Stock that may be granted pursuant to awards under such 2008 Plan from 266,667 to 3,000,000, and to add a provision for automatic annual increases based on increases in our capitalization (the “Evergreen Clause”). On September 10, 2010, the amendment to the 2008 Plan was approved by the written consent of stockholders holding a majority of the outstanding shares of our common stock.

Under the Evergreen Clause, unless otherwise determined by the Board, at the beginning of each fiscal year beginning with the 2011 fiscal year, the number of Shares available for issuance under the 2008 Plan (the "Floating Maximum") will be increased on the first day of each fiscal year, in an amount equal to the lesser of (i) the difference between 5% of the number of Diluted Shares (as defined below) on the last day of the immediately preceding fiscal year and the maximum aggregate number of Shares subject to the 2008 Plan on the last day of the immediately preceding fiscal year, or (ii) such other number of Shares as is determined by the Board. As used herein, "Diluted Shares" means the outstanding Shares, together with all Shares issuable upon conversion of convertible debt and equity securities (including interest accrued thereon), and all Shares issuable upon exercise of options warrants or other rights (excluding options issued under the 2008 Plan) having an exercise price equal to or less than the fair market value at the time of measurement. The maximum number of shares of common stock that may be issued under the 2008 Plan pursuant to the Evergreen Clause is the lesser of (A) the Floating Maximum, and (B) 150,000 Shares.

Additional information regarding the 2008 Plan is contained in our definitive Proxy Statement filed with the SEC on August 10, 2010.

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.

In addition, the number of shares of Common Stock subject to the 2008 Plan, any number of shares subject to any numerical limit in the 2008 Plan, and the number of shares and terms of any incentive award are expected to be adjusted in the event of any change in our outstanding Common Stock by reason of any stock dividend, spin-off, split-up, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares or similar transaction.

Administration

The compensation committee of the Board, or the Board in the absence of such a committee, will administer the 2008 Plan. Subject to the terms of the 2008 Plan, the compensation committee has complete authority and discretion to determine the awards under the 2008 Plan.

Grants

The 2008 Plan authorizes the grant to participants of nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, performance grants intended to comply with Section 162(m) of the Internal Revenue Code (as amended, the “Code”) and stock appreciation rights, as described below:

Options granted under the 2008 Plan entitle the grantee, upon exercise, to purchase a specified number of shares from us at a specified exercise price per share. The exercise price for shares of Common Stock covered by an option cannot be less than the fair market value of the Common Stock on the date of grant unless agreed to otherwise at the time of the grant.

Restricted stock awards and restricted stock units may be awarded on terms and conditions established by the compensation committee, which may include performance conditions for restricted stock awards and the lapse of restrictions on the achievement of one or more performance goals for restricted stock units.

The compensation committee may make performance grants, each of which will contain performance goals for the award, including the performance criteria, the target and maximum amounts payable, and other terms and conditions.

The 2008 Plan authorizes the granting of stock awards. The compensation committee will establish the number of shares of Common Stock to be awarded and the terms applicable to each award, including performance restrictions.

Stock appreciation rights (“SARs”) entitle the participant to receive a distribution in an amount not to exceed the number of shares of Common Stock subject to the portion of the SAR exercised multiplied by the difference between the market price of a share of Common Stock on the date of exercise of the SAR and the market price of a share of Common Stock on the date of grant of the SAR.

Duration, Amendment, and Termination

The Board has the power to amend, suspend or terminate the 2008 Plan without stockholder approval or ratification at any time or from time to time. No change may be made that increases the total number of shares of Common Stock reserved for issuance pursuant to incentive awards or reduces the minimum exercise price for options or exchange of options for other incentive awards, unless such change is authorized by our stockholders within one year. Unless sooner terminated, the 2008 Plan will terminate ten years after it was adopted.

ITEM 6. SELECTED FINANCIAL DATA

As a smaller reporting company, we are not required to provide the information required by this Item

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See “Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed in “Risk Factors” and elsewhere in this report.

The following discussion and analysis of the Company’s financial condition and results of operations is based on the preparation of our financial statements in accordance with U.S. generally accepted accounting principles. You should read this discussion and analysis together with such financial statements and the related notes thereto.

Going Concern

In the course of its development activities, the Company has sustained losses through the end of 2015. The Company expects to finance its operations primarily through one or more future financings. However, there exists substantial doubt about the Company’s ability to continue as a going concern for at least the next twelve months, because the Company will be required to obtain additional capital in the future to continue its operations and there is no assurance that it will be able to obtain such capital, through equity or debt financing, or any combination thereof, or on satisfactory terms or at all. Our independent auditors have included an explanatory paragraph in their report on our consolidated financial statements included in this report that raises substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. We have generated no operating revenues since our inception. We had an accumulated deficit of $11,391,231 as of December 31, 2015. Our continuation as a going concern is dependent upon future events, including our ability to raise additional capital and to generate positive cash flows. Our audited consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which implies we will continue to meet our obligations and continue our operations for the next twelve months. Realization values may be substantially different from carrying values as shown, and our consolidated financial statements do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the amount and classification of liabilities that might be necessary as a result of the going concern uncertainty.

Overview

Historically, we were engaged in the business of exploring for gold. In January 2013, our management discontinued our gold exploration activities and to focus on attempting to acquire other assets or business operations that would maximize stockholder value. 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. See Part I, Item 1, “Business—Our Business Plan,” and Part I, Item 1A, “Risk Factors,” for additional information and risks associated with our proposed business plan.

We expect that we will need to raise funds in order to effectuate our business plan. We may seek additional investors to purchase our stock to provide us with working capital to fund our operations. Thereafter, we will seek to establish or acquire businesses or assets with additional funds raised either via the issuance of shares or debt. There can be no assurance that additional capital will be available to us at all or on acceptable terms. We may seek to raise the required capital by other means. We may have to issue debt or equity or enter into a strategic arrangement with a third party. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds will have a severe negative impact on our ability to remain a viable company. In pursuing the foregoing goals, we may seek to expand or change the composition of the Board or make changes to our current capital structure, including issuing additional shares or debt and adopting a stock option plan.

We do not expect to generate any revenues over the next twelve months. Our principal business objective for the next twelve months will be to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our stockholders.

During the next 12 months we anticipate incurring costs related to filing of Exchange Act reports, and possible costs relating to consummating an acquisition or combination. We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned by or invested in us by our stockholders, management or other investors. We have no specific plans, understandings or agreements with respect to the raising of such funds, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since we have no such arrangements or plans currently in effect, our inability to raise funds for the consummation of an acquisition may have a severe negative impact on our ability to become a viable company.

We intend to contract out certain technical and administrative functions on an as-needed basis in order to conduct our operating activities. Our management team will select and hire these contractors and manage and evaluate their work performance.

Results of Operations

Year Ended December 31, 2015, compared to Year Ended December 31, 2014

Revenues and Other Income

During the twelve month period ended December 31, 2015, the Company remained in the exploration stage and realized sales revenues equal to $279,279, through December 31, 2015.

Expenses

General and administrative expenses totaled $2,721,446, in the year ended December 31, 2015, a increase of $1,476,014 from the $1,245,432 of general and administrative expenses incurred in the year ended December 31, 2014. During the year ended December 31, 2015, the Company also recognized interest expense of $56,999.

Net Losses

As a result of the foregoing, the Company incurred a net loss of $2,802,806, or $0.11 per share, in the year ended December 31, 2015, compared to a net loss of $1,320,879, or $3.08 per share, for the year ended December 31, 2014.

2010 Bridge Notes

On May 24, 2010, we borrowed $50,000 under a convertible bridge loan note from a private institution; in August 2010, we entered into three additional convertible bridge loan notes with an aggregate principal amount of $125,000 with three private investors; and on October 1, 2010, we entered into an additional convertible bridge loan note with a principal balance of $25,000 with a private investor. These 2010 Bridge Notes bore interest at a rate of 10.0% per annum, and were due in full one year from the issue date. The 2010 Bridge Notes were mandatorily convertible upon the closing of any securities or other financing resulting in gross cash proceeds to the Company in excess of $500,000 (a “Contingent Event”). In the event a Contingent Event was consummated, all outstanding principal and interest amounts of the Bridge Notes would automatically convert into the Company’s securities being sold in such financing at a conversion price equal to the purchase price paid by investors in such financing. A Contingent Event occurred by virtue of the 2010 PPO described below, and all principal of and accrued interest on the 2010 Bridge notes automatically converted into shares of Common stock and warrants to purchase Common Stock as described below.

2010 PPO

On October 29, 2010, November 16, 2010, and November 19, 2010 we held closings of the 2010 PPO for a total of 38,833,356 units of our securities, at an offering price of $0.10 per unit, each unit consisting of one share of Common Stock and a warrant to purchase one share of Common Stock for a period of five years, at an exercise price of $0.10 per share. Of the $3,883,337 gross proceeds, $3,450,000 consisted of cash consideration, $313,337 came from the automatic conversion of principal of and interest on the convertible notes, and $120,000 represented the discharge of certain accounts payable. We applied the net proceeds of the 2010 PPO to explore for gold at our property in northern Nevada and to determine if it contains gold deposits that can be mined at a profit and for general working capital purposes.

We agreed, pursuant to a Registration Rights Agreement, to use our commercially reasonable efforts to file a registration statement under the Securities Act, covering the shares of Common Stock included in the Units and the shares of Common Stock issuable upon exercise of the warrants included in the Units, within 75 days after the final closing of the Offering and to have such registration statement declared effective within 180 days of such final closing date. We would be required to keep the registration statement effective until the earlier of one year from the date the registration statement is declared effective or until all of the registrable securities may be sold under Rule 144 during any 90 day period. The investors in the 2010 PPO have waived the requirement for us to file this registration statement for the time being.

We have also granted certain “piggyback” registration rights covering the shares of Common Stock included in the Units and the shares of Common Stock issuable upon exercise of the warrants included in the Units.

We entered into agreements to pay placement agents and/or finders (collectively, “Finders”) cash fees of up to 10% of the purchase price of each Unit sold in the Offering to investors introduced to us by the relevant Finder (the “Introduced Investors”), and to issue each such Finder five-year warrants (the “Finder Warrants”) exercisable at $0.10 per share to purchase a number of shares of Common Stock equal to up to 10% of the shares of Common Stock included in the Units sold in the Offering to the Introduced Investors. As a result of the sales of the Units in the 2010 PPO, we have paid and/or become obligated to pay an aggregate of approximately $35,100 of fees to Finders and have issued and/or become obligated to issue Finder Warrants to purchase an aggregate of 351,000 shares of Common Stock.

Loans to and from Related Parties

The Company converted the old payables to American Compass Inc. (“ACI”) with the amount of $775,000 to a new note at the end of 2012. In 2013, the Company borrowed additional amounts from ACI at a 3% per year interest rate. As of December 31, 2013, the balance of the Note to ACI was $2,195,000. The Notes are unsecured with an interest rate of 3%.

On March 25, 2014, the Company entered into a Demand Promissory Note with ACI, borrowing the amount of $360,000 (the “March Note”) in order to cover the Company’s operating expenses. The Note provides for interest of three percent (3%) per annum and is due upon demand from American Compass Inc. The Company will use the proceeds of the loan to fund the general and administrative expenses of the Company as the Company does not currently generate any revenues.

On June 25, 2014, the Company entered into a Demand Promissory Note with ACI, borrowing the amount of $230,000 (the “June Note”) in order to cover the Company’s operating expenses. The Additional Note provides for interest of three percent (3%) per annum and is due upon demand from ACI. The Company will use the proceeds of the loan to fund the general and administrative expenses of the Company as the Company does not currently generate any revenues.

On July 31, 2014, the Company entered into a Demand Promissory Note with ACI, borrowing the amount of $80,000 (the “July Note”) in order to cover the Company’s operating expenses. The Additional Note provides for interest of three percent (3%) per annum and is due upon demand from ACI. The Company will use the proceeds of the loan to fund the general and administrative expenses of the Company as the Company does not currently generate any revenues.

On August 31, 2014, the Company entered into a Demand Promissory Note with ACI, borrowing the amount of $90,000 (the “August Note”) in order to cover the Company’s operating expenses. The Additional Note provides for interest of three percent (3%) per annum and is due upon demand from ACI. The Company will use the proceeds of the loan to fund the general and administrative expenses of the Company as the Company does not currently generate any revenues.

On September 30, 2014, the Company entered into a Demand Promissory Note with ACI, borrowing the amount of $110,000 (the “September Note”) in order to cover the Company’s operating expenses. The Additional Note provides for interest of three percent (3%) per annum and is due upon demand from ACI. The Company will use the proceeds of the loan to fund the general and administrative expenses of the Company as the Company does not currently generate any revenues.

On October 31, 2014, the Company entered into a Demand Promissory Note with ACI, borrowing the amount of $110,000 (the “October Note”) in order to cover the Company’s operating expense. The Additional Note provides for interest of three percent (3%) per annum and is due upon demand from ACI. The Company will use the proceeds of the loan to fund the general and administrative expenses of the Company as the Company does not currently generate any revenues.

On November 30, 2014, the Company entered into a Demand Promissory Note with ACI, borrowing the amount of $40,000 (the “November Note”) in order to cover the Company’s operating expense. The Additional Note provides for interest of three percent (3%) per annum and is due upon demand from ACI. The Company will use the proceeds of the loan to fund the general and administrative expenses of the Company as the Company does not currently generate any revenues.

On December 31, 2014, the Company entered into a Demand Promissory Note with ACI, borrowing the amount of $230,000 (the “December Note together with the March Note, June Note, July Note and August Note, September Note, October Note, November Note, collectively, the “Notes””) in order to cover the Company’s operating expense. The Additional Note provides for interest of three percent (3%) per annum and is due upon demand from ACI. The Company will use the proceeds of the loan to fund the general and administrative expenses of the Company as the Company does not currently generate any revenues.

On January 31, 2015, the Company entered into a Demand Promissory Note with ACI, borrowing the amount of $50,000 (the “January Note” together with the March Note, June Note, July Note and August Note, September Note, October Note, November Note and December Note, collectively, the “Notes”) in order to cover the Company’s operating expense. The January Note provides for interest of three percent (3%) per annum and is due upon demand from ACI. The Company will use the proceeds of the loan and administrative expenses of the Company.

On June 28, 2015 (“Effective Date”), the Company entered into a Debt Offset Agreement with Delta Advanced Technology Corporation, a Nevada corporation (“DATC”), and American Compass, Inc., a California corporation (“ACI”), to offset certain debt. As of the Effective Date, DATC is indebted to the Company in the amount of $3,750,000.00 (the “DATC Debt”). As of the Effective Date, the Company is indebted to ACI in the amount of $3,750,000.00 (the “Company Debt”). As of the Effective Date, ACI is indebted to DATC in the amount of $3,750,000.00 (the “ACI Debt”). Pursuant to the Debt Offset Agreement, (i) ACI assumed the DATC Debt to the Company; (ii) the Company unconditionally and irrevocably released DATC of all liabilities and obligations to the Company; (iii) DATC unconditionally and irrevocably released ACI of all liabilities and obligations to DATC; and (iv) ACI and HKBT acknowledged and agreed to offset the Company Debt against the DATC Debt assumed by ACI, leaving a balance due from ACI to the Company in the amount of $0 (the “Remaining Balance”).

As of December 31, 2015, the balance of the Notes to ACI was $0. The total accrued interest was $0 and $133,475 for the periods ended December 31, 2015, and 2014, respectively.

Liquidity and Capital Resources

On December 31, 2015, we had $39,156,512 of cash and cash equivalents on hand, compared to $84,663 at December 31, 2014.

We may be unable to secure additional financing on terms acceptable to us, or at all, at times when we need such financing. Our inability to raise additional funds on a timely basis could prevent us from achieving our business objectives and could have a negative impact on our business, financial condition, results of operations and the value of our securities.

If we raise additional funds by issuing additional equity or convertible debt securities, the ownership percentages of existing stockholders will be reduced and the securities that we may issue in the future may have rights, preferences or privileges senior to those of the current holders of our Common Stock. Such securities may also be issued at a discount to the market price of our Common Stock, resulting in possible further dilution to the book value per share of Common Stock. If we raise additional funds by issuing debt, we could be subject to debt covenants that could place limitations on our operations and financial flexibility.

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 as of, and for the years ended, December 31, 2015 and 2014, are included beginning on page F-1 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 filed on January 24, 2014, its Form 8-K filed on February 3, 2014, its Form 8-K filed on February 19, 2014, its Form 8-K/A filed on February 27, 2014 and its Form 8-K filed on June 11, 2015.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Our Disclosure Controls and Procedures

Under the supervision and with the participation of our Chief Executive Officer (our principal executive and principal 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 December 31, 2015 (the “Evaluation Date”). Based on this evaluation, our Chief Executive Officer concluded as of the Evaluation Date that our disclosure controls and procedures were not effective to ensure that the information relating to us, including our consolidated subsidiaries, required to be disclosed by us in the reports filed or submitted by us under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure.

We are a small organization with limited personnel during 2015. We were unable to implement an effective system of disclosure controls and procedures as of the Evaluation Date. We expect to create a system of disclosure controls and procedures in 2016 as we expand our business. Nevertheless, management believes that this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, an issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by its board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles (GAAP). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Management has conducted, with the participation of our principal executive officer and principal financial officer, an assessment, including testing of the effectiveness, of our internal control over financial reporting as of December 31, 2015 (the “Evaluation Date”). In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth in Internal Control over Financial Reporting – Guidance for Smaller Public Companies issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weakness: We were unable to implement a system of segregation of duties necessary to establish an effective system of internal controls as of the Evaluation Date. Accordingly, we concluded that our internal control over financial reporting was not effective as of the Evaluation Date.

We are a small organization with limited personnel. To address the material weakness, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this Report have been prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows as of the dates and for the periods presented.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting, as smaller reporting companies are exempt from this requirement.

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

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 the Company’s current executive officers and directors:


Name	Age	Title	Date First Appointed
Yung Yeung	59	Chairman of the Board	November 29, 2010
Jianguo (Jason) Xu	47	Director and Chief Executive Officer	July 1, 2011
Chunhua Huang	51	Director	November 29, 2010
Jimmy Wang	50	Chief Financial Officer	January 25, 2011
Jun Yan	36	Secretary	February 24, 2015

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

The principal occupation and business experience during the past five years for our current officer and director is as follows:

Yung Yeung , Chairman of the Board , has been Chairman of the Board of Hybrid Kinetic Group Limited since 1998. Dr. Yeung is a well-known, highly successful automotive industrialist and pioneering international financier. He serves 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 from 1992 to 2002 and also the chairman and president of Shenyang Jinbei Passenger Vehicle Manufacture Co., Ltd. from 1992 to 2002. Dr. Yeung holds a Ph.D. Degree in Economics from China’s Southwest University of Finance & Economics.

Jianguo (Jason) Xu , Director and Chief Executive Officer , was appointed on July 1, 2011. Mr. Xu has been Vice President of Global Sourcing at Hybrid Kinetic Group since April 2010. Prior to joining Hybrid Kinetic, from January 2007 until March 2010, Mr. Xu was Engineering 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. 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.

Chunhua Huang , Director , is Vice Chairman of the Board of Hybrid Kinetic Group Limited, since August 2010. Dr. Huang started his investment banking career as a China equity analyst at James Capel (Asia) (now HSBC Securities) from 1994 to 1996. He was a senior member of the top-ranked China research team of Credit Lyonnais Securities Asia (CLSA) between 1996 and 2000. Dr. Huang joined Brilliance China Automotive Holdings Limited to serve as Chief Financial Officer of Far Eastern Golden Resources between August 2000 and May 2004 and as Deputy Chairman between November 2002 and August 2007. From May 2007 to April 2009, Dr. Huang returned to the brokerage industry to join BNP Paribas as Director of China Equity Research and a China Equity Strategist. He holds a Bachelor of Economics Degree from Wuhan University in China, and an MBA and PhD in Marketing from the University of Strathclyde in Scotland.

Jimmy Wang , Chief Financial Officer , is the Chief Financial Officer of American Compass, Inc., where he has served, initially as Chief Accounting Officer, since 2003. Prior to joining American Compass, Inc., he served as an accounting manager for Planned Parenthood of the Greater Miami Valley from 2000 to 2003. He is a graduate of the City University of New York, where he majored in both Accounting & Information Systems and Economics.

Jun Yan , Secretary , holds a Bachelor’s and Master’s Degree from Troy University. Mr. Yan is currently a Financial Analyst and assistant to the Board of Directors of American Compass Inc.

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.

Board Committees

Our Board of Directors has not established an audit committee, a compensation committee, a nominating committee or any other committee. The full Board of Directors currently performs these functions.

Stockholder Recommendations of Nominees to the our Board of Directors

Currently, we do not have a policy with regard to procedures by which security holders may recommend nominees to our Board of Directors.

Code of Ethics

The Company currently has not adopted a written code of ethics.

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, 2015, Forms 5 and any amendments thereto furnished to us with respect to the year ended December 31, 2015, and the representations made by the reporting persons to us, except as set forth below, we believe that no person 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.

Name

Number of Late Reports

Number of Transactions

not Reported on a Timely

Basis

Failure to File a Required

Form

Lianyungang HK New Energy Vehicle System Integration Corporation

Form 3

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, 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, 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, 2015; and (iii) all individuals that served as executive officers of ours at any time during the fiscal year ended December 31, 2015, that received annual compensation during the fiscal year ended December 31, 2015, in excess of $100,000.

Summary Compensation Table


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)

Jianguo Xu	2015	-	-	-	-	-	-	-	-
CEO (1)	2014	-	-	-	-	-	-	-	-

Jimmy Wang	2015	-	-	-	-	-	-	-	-
CFO (2)	2014	-	-	-	-	-	-	-	-

(1)

Jianguo Xu has served as CEO since July 1, 2011.

(2)

Jimmy Wang has served as CFO since January 25, 2011.

On November 5, 2009, our Board of Directors granted under our 2008 Plan to David Rector, in connection with his appointment as our Chief Executive Officer, President, Secretary and director, incentive stock options to purchase 1,000,000 pre-split (66,667 post-split) shares of Common Stock at a purchase price of $0.135 pre-split per share ($2.10 post-split) (the closing bid price quoted on the OTCBB on the date of grant), vesting 100% on December 31, 2010, and expiring November 4, 2014.

On November 16, 2009, our Board of Directors granted under our 2008 Plan to John N. Braca, in connection with his appointment as our director, non-qualified stock options to purchase 250,000 pre-split (16,667 post-split) shares of Common Stock at a purchase price of $0.127 pre-split per share ($1.95 post-split) (the closing bid price quoted on the OTCBB on the date of grant), vesting 100% on December 31, 2010, and expiring November 15, 2014.

Outstanding Equity Awards at Fiscal Year-End

There were no equity awards held by the Company’s Named Executive Officers at December 31, 2015.

Except as described above under “Summary Compensation Table,” we have not issued any stock options, nor have we 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 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.

Employment Agreements with Executive Officers

We have no employment agreements with any of our executive officers at this time.

Director Compensation

Directors are elected by the vote of a majority in interest of the holders of voting stock and hold office until the expiration of the term for which they are elected and until successors are qualified and elected.

A majority of the authorized number of directors constitutes a quorum of the Board of Directors for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors individually or collectively consent in writing to the action.

Effective November 18, 2010, we paid to each non-executive director of the Company a director’s fee of $5,000 for each full fiscal quarter during which he or she serves as a director, prorated for any period of service less than a full fiscal quarter. Prior to that time, directors did not receive compensation for their services. Effective January 1, 2012, the director fee has been reduced from $5,000 to $2,500 quarterly.

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, 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.

Unless otherwise noted, the address of each person below id c/o HK Battery Technology, Inc., 800 E. Colorado Blvd., Suite 888, Pasadena, California 91101.


Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership (1)	Percent of Class (2)

Yung Yeung	Common Stock	0	-

Jianguo (Jason) Xu	Common Stock	0	-

Jimmy Wang	Common Stock	0	-

Jun Yan	Common Stock	0	-

All directors and executive officers as a group (4 persons)	Common Stock	0	-

Lianyungang HK New Energy Vehicle System Integration Corporation (3) Suite 1408 14/F Great Eagle Centre 23 Harbour Road Wanchai, Hong Kong	Common Stock	66,666,667	99.36%

(1)

Beneficial ownership is determined in accordance with the rules of the SEC. For this purpose, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares (a) the power to vote, or to direct the voting of, such security and/or (b) the power to dispose, or to direct the disposition of, such security. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of April 11, 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)

Percentages based upon 792,441 shares of common stock, which include 67,096,142 shares of common stock outstanding as of April 11, 2016, rounded to the nearest 0.1%.

(3)

Zhenhua Chen is the Executive Manager of Lianyungang HK New Energy Vehicle System Integration Corporation. Under the rules of the SEC, Mr. Chen may be deemed to beneficially own the shares of common stock beneficially owned by Lianyungang HK New Energy Vehicle System Integration Corporation. Mr. Chen disclaims beneficial ownership of those shares except to the extent of his pecuniary interest therein.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information set forth above under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Loans to and from Related Parties” is incorporated herein by reference.

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 of directors be “independent” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of “Independent Directors.”

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, 2015 and 2014, are set forth in the table below:


Fee Category		Fiscal year ended December 31, 2015		Fiscal year ended December 31, 2014

Audit fees (1)	$	27,750	$	5,500
Audit-related fees (2)	$	-	$	-
Tax fees (3)	$	-	$	-
All other fees (4)	$	-	$	-
Total fees	$	27,750	$	5,500

(1)

Audit fees consist 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.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The consolidated financial statements of the Company are listed on the Index to 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 Number		Description
2.1		Agreement and Plan of Merger and Reorganization, dated as of December 31, 2008, by and among Nevada Gold Holdings, Inc., Nevada Gold Acquisition Corp. and Nevada Gold Enterprises, Inc. (incorporated by reference to identically numbered exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on January 7, 2009)
2.2		Certificate of Merger (incorporated by reference to identically numbered exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on January 7, 2009)
3.1		Certificate of Incorporation of the Registrant (incorporated by reference from Exhibit 3.1 to the Registrant’s Form SB-2 Registration Statement filed with the SEC on August 1, 2006)
3.2		Certificate of Amendment to Certificate of Incorporation of the Registrant (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 6, 2008)
3.3		Certificate of Amendment to Certificate of Incorporation of the Registrant (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 21, 2010)
3.4		Certificate of Amendment to Certificate of Incorporation of the Registrant (incorporated by reference from Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K filed with the Commission on April 15, 2014)
3.5		Bylaws of the Registrant (incorporated by reference from Exhibit 3.1 to the Registrant’s Form SB-2 Registration Statement filed with the Commission on August 1, 2006)
10.1		Form of Subscription Agreement by and between Nevada Gold Holdings, Inc., and the investors party thereto (incorporated by reference to identically numbered exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on January 7, 2009)
10.2		Form of Addendum to Subscription Agreement by and between Nevada Gold Holdings, Inc., and the investors party thereto (incorporated by reference to identically numbered exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on January 7, 2009)
10.3†		Lock-Up Agreement, dated as of December 31, 2008, between Nevada Gold Holdings, Inc., and David Mathewson (incorporated by reference to identically numbered exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on January 7, 2009)
10.4		Split-Off Agreement, dated as of December 31, 2008, by and among Nevada Gold Holdings, Inc., Sunshine Group, Inc., and Marion R. “Butch” Barnes, William D. Blanchard and Robert Barnes (incorporated by reference to identically numbered exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on January 7, 2009)
10.5		General Release Agreement, dated as of December 31, 2008, by and among Nevada Gold Holdings, Inc., Sunshine Group, Inc., and Marion R. “Butch” Barnes, William D. Blanchard and Robert Barnes (incorporated by reference to identically numbered exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on January 7, 2009)
10.6		Form of Agreement and Release between David Mathewson and the subscribers thereto (incorporated by reference to identically numbered exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on January 7, 2009)
10.7		Tempo Mineral Lease dated May 18, 2007, by and between Gold Standard Royalty (Nevada) Inc., successor in interest to Bertha C. Johnson, Trustee of the Lyle F. Campbell Trust, as Lessor, and NGE, as successor to KM Exploration LTD., as successor to Gold Run, Inc. (incorporated by reference to identically numbered exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on January 7, 2009)
10.8		Amendment to Tempo Mineral Lease dated January 6, 2009, between Gold Standard Royalty (Nevada) Inc., successor in interest to Bertha C. Johnson, Trustee of the Lyle F. Campbell Trust, as Lessor, and NGE, as successor to KM Exploration LTD., as successor to Gold Run, Inc. (incorporated by reference to identically numbered exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on January 7, 2009)
10.9		Form of Securities Purchase Agreement dated December 31, 2008, between Nevada Gold Holdings, Inc., and the Buyers party thereto (incorporated by reference to identically numbered exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on January 7, 2009)


Exhibit Number		Description
10.10		Form of 10% Secured Convertible Promissory Note (incorporated by reference to identically numbered exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on January 7, 2009)
10.11		Form of Security Agreement dated December 31, 2008, among Nevada Gold Holdings, Inc., Nevada Gold Enterprises, Inc., and the Buyers party thereto (incorporated by reference to identically numbered exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on January 7, 2009)
10.12†		Nevada Gold Holdings, Inc., 2008 Equity Incentive Plan (incorporated by reference to identically numbered exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on January 7, 2009)
10.13		Form of amended Subscription Agreement between Nevada Gold Holdings, Inc., and the investors party thereto ( incorporated by reference to Exhibit 10.13 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008)
10.14†		Employment Agreement dated as of January 1, 2009, between Nevada Gold Holdings, Inc., and David Mathewson (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 24, 2009)
10.15†		Letter agreement dated November 5, 2009, between Nevada Gold Holdings, Inc., and David Mathewson re resignation and termination of Employment Agreement (incorporated by reference to Exhibit 10.15 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2009)
10.16		Form of Subscription Agreement in connection with the Company’s private placement offering of units of securities, each unit consisting of one share of the Company’s Common Stock and a warrant to purchase one share of Common Stock (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009)
10.17		Form of Warrant to Purchase Common Stock ( incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009)
10.18		Form of Subscription Agreement in connection with the Company’s private placement offering of units of securities, each unit consisting of one share of the Company’s Common Stock and a warrant to purchase one share of Common Stock (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009)
10.19		Form of Amendment to Subscription Agreement (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009)
10.20		Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009)
10.21		Amendment to Tempo Mineral Lease dated January 6, 2009, between Gold Standard Royalty (Nevada) Inc., successor in interest to Bertha C. Johnson, Trustee of the Lyle F. Campbell Trust, as Lessor, and NGE, as successor to KM Exploration LTD., as successor to Gold Run, Inc. (incorporated by reference to Exhibit 10.8 to the registrant’s Current Report on Form 8-K filed with the SEC on January 7, 200 9)
10.22		Securities Purchase Agreement, dated as of May 14, 2010, among the Registrant and the Buyers party thereto (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 20 10)
10.23		10% Secured Convertible Promissory Note dated May 14, 2010 (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 201 0)
10.24		Security Agreement dated as of May 14, 2010, by and among the Registrant, Nevada Gold Enterprises, Inc., and the Buyer party thereto (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010)
10.25		Amendment No. 1 to 2008 Equity Incentive Plan of Nevada Gold Holdings, Inc. (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 21, 2010)
10.26		Form of Subscription Agreement between the Company and each subscriber in the 2010 PPO (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 8, 2010)
10.27		Form of Warrant included in the Units sold in the 2010 PPO (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on November 8, 2010)
10.28		Form of Registration Rights Agreement between the Company and the subscribers in the 2010 PPO (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on November 8, 2010)
10.29		Securities Purchase Agreement, dated as of February 17, 2015 between the Company and Billion Energy Holdings Limited ( incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 20, 2015)
10.30		Securities Purchase Agreement, dated as of March 23, 2015 between the Company and Apollo Acquisition Corporation ( incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 27, 2015)


Exhibit Number		Description
10.31		Joint Venture Agreement, dated as of March 23, 2015 between the Company and Jiangsu New Head Line Development Group Co. Ltd. ( incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on March 27, 2015)
10.32		Termination Agreement (terminating the Securities Purchase Agreement, dated as of March 23, 2015), dated as of June 26, 2015 between the Company and Apollo Acquisition Corporation ( incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 29, 2015)
10.33		Securities Purchase Agreement, dated as of August 21, 2015 between the Company and Lianyungang HK New Energy Vehicle System Integration Corporation ( incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on August 26, 2015)
10.34		Stock Cancellation Agreement, dated as of March 15, 2016, between the Company and Lianyungang HK New Energy Vehicle System Integration Corporation ( incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 21, 2016)
10.35		Amendment to Stock Cancellation Agreement, dated as of March 23, 2016, between the Company and Lianyungang HK New Energy Vehicle System Integration Corporation ( incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 30, 2016)
31.1		Certification of Principal Executive Officer pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
31.2		Certification of Principal 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**
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**


*	Filed herewith

†	Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(b) of Form 10-K.

§	This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

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.


	HK BATTERY TECHNOLOGY, INC.

Dated: April 14, 2016	By:	/s/Jianguo Xu
		Jianguo Xu
		Chief Executive Officer

Dated: April 14, 2016	By:	/s/Jimmy Wang
		Jimmy Wang
		Chief Financial Officer

In accordance with the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


SIGNATURE	TITLE	DATE

* ____________________________	Chairman of the Board	April 14, 2016
Yung Yeung

* ____________________________	Director and Chief Executive Officer	April 14, 2016
Jianguo Xu

* ____________________________	Chief Financial Officer	April 14, 2016
Jimmy Wang

* ____________________________	Director	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

FINANCIAL STATEMENTS


		Page

Report of Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets as of December 31, 2015		F-5

Consolidated Statements of Operations for the years ended December 31, 2015		F-6

Consolidated Statements of Cash Flows for the years ended December 31, 2015		F-7

Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2015		F-8

Notes to the Consolidated Financial Statements		F-9

F-1

[F10K123115_10K001.JPG]

F-2

[F10K123115_10K002.JPG]

F-3

[F10K123115_10K003.JPG]

F-4

HK BATTERY TECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEET


			December 31,		December 31,
			2015		2014
ASSETS
Current assets
	Cash	$	39,156,512	$	84,663
	Prepaid expenses		10,125,000		-
	Notes receivable - related party		200,000		200,000
	Accrued interest receivable - related party		25,052		19,052
	Other receivables		279,729		-
Total current assets			49,786,293		303,715

Other assets
	Investment – HK BTI LLC & HKSI		1,489		-

Total assets		$	49,787,782	$	303,715

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
	Accounts payable	$	20,451	$	20,451
	Note payable – ACI – related party		-		3,445,000
	Accounts payable – others		5,750,000		-
	Due to employees		595		-
	Advance from ACI – related party		74,426		85,787
	Other payables		3,375		3,750
	Accrued expenses and other liabilities		-		133,475
Total current liabilities			5,848,847		3,688,463

Total liabilities			5,848,847		3,688,463

Stockholders' equity
	Preferred stock, $.001 par value; 10,000,000 shares authorized, no share issued and outstanding as of December 31, 2015 and December 31, 2014		-		-
	Common stock, $.001 par value; 1,200,000,000 shares authorized, 67,096,142 shares and 429,475 shares issued and outstanding as of December 31, 2015 and December 31, 2014		109,532		42,865
	Additional paid-in capital		55,220,635		5,287,302
	Accumulated deficit		(11,391,231)		(8,714,914)
Total stockholders' equity			43,938,936		(3,384,748)

Total liabilities and stockholders' equity		$	49,787,782	$	303,715

The accompanying notes are an integral part of the consolidated financial statements.

F-5

HK BATTERY TECHNOLOGY, INC.

CONSOLIDATED STATEMENT OF OPERATIONS


		Year Ended December 31,		Year Ended December 31,
		2015		2014

Revenues	$		$
Sales		279,729		-
Total revenues		279,729		-

Cost of sales
Cost of goods sold		248,648		-
Total cost of sales		248,648		-
Gross profit		31,081		-


Operating expenses
General and administrative		2,721,446		1,245,432
Total operating expenses		2,721,446		1,245,432

Loss from operations		(2,690,365)		(1,245,432)

Interest income (expense)
Interest income		71,048		6,508
Interest expense		(56,999)		(81,955)
Total interest income (expense)		(14,049)		(75,447)

Loss before income taxes		(2,676,317)		(1,320,879)

Provision for income taxes		-		-

Net loss	$	(2,676,317)	$	(1,320,879)

Net loss per share of common stock:
Basic	$	(0.11)	$	(3.08)

Weighted average number of shares outstanding		23,808,471		429,475

The accompanying notes are an integral part of the consolidated financial statements.

F-6

HK BATTERY TECHNOLOGY, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

For the years ended December 31, 2015 and 2014


	Preferred Stock			Common Stock				Additional Paid in		Accumulated
	Shares		Amount	Shares		Amount		Capital		Deficit		Total
Balance, December 31, 2013	-	$	-	429,475	$	42,865	$	5,287,302	$	(7,394,036)	$	(2,063,869)

Net loss, year ended December 31, 2014	-		-	-		-		-		(1,320,879)		(1,320,879)
Balance, December 31, 2014	-		-	429,475		42,865		5,287,302		(8,714,915)		(3,384,748)

Net loss, year ended December 31,2015	-		-	-		-		-		(2,676,317)		(2,676,317)
Common Stock Issuance	-		-	66,666,667		66,667		49,933,334		-		50,000,000
Balance, December 31, 2015	-	$	-	67,096,142	$	109,532	$	55,220,635	$	(11,391,231)	$	43,938,936

The accompanying notes are an integral part of the consolidated financial statements.

*100 to 1 reverse stock split was retroactively presented.

F-7

HK BATTERY TECHNOLOGY, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS


		Year Ended December 31,		Year Ended December 31,
		2015		2014
Operating activities
Net loss	$	(2,676,317)	$	(1,320,879)
Adjustments to reconcile net loss to net cash used by operating activities:
Prepaid expenses		(10,125,000)		-
Accrued interest receivable - related party		(6,000)		(6,000)
Accounts receivable		(279,729)		-
Other receivables		-		13,792
Accrued interest – related party		(133,475)		81,850
Due to employees		595		-
Advance from ACI – related party		(11,361)		17,872
Other payable		(375)		(500)
Account payable – other		5,750,000		-
Account receivable – Delta		(3,750,000)		-
Account receivable – Delta net off		3,750,000		-
Net cash used by operating activities		(7,481,662)		(1,213,863)

Investing activities
Investment in Lianyungang		(3,750,000)		-
Note receivable – related party		3,750,000		-
Investment – HK BTI LLC & HKSI		(1,489)		-
Net cash provided (used) in investing activities		(1,489)		-


Financing activities
Proceeds from note payable – net off with A/R – ACI		(3,445,000)		1,250,000
Proceeds from common stock issuance		50,000,000		-
Net cash provided by financing activities		46,555,000		1,250,000

Net change in cash		39,071,849		36,136

Cash at the beginning of year		84,663		48,528

Cash at the end of year	$	39,156,512	$	84,663

The accompanying notes are an integral part of the consolidated financial statements.

F-8

HK Battery Technology Inc.

Notes to the Condensed Consolidated Financial Statements

For the year ended December 31, 2015

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization, Nature of Business and Trade Name

HK Battery Technology Inc., a development stage company, was incorporated under the laws of the State of Delaware on April 16, 2004 as Nano Holdings International, Inc., and subsequently changed its name to Nevada Gold Holdings, Inc. Nevada Gold Enterprises, Inc., a Nevada corporation, was incorporated under the laws of the State of Nevada on October 2, 2008. On December 31, 2008, Nevada Gold Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of Nevada Gold Holdings, Inc., merged with and into Nevada Gold Enterprises, Inc. Nevada Gold Enterprises, Inc. was the surviving corporation in the Merger. As a result of the Merger, Nevada Gold Enterprises, Inc., became a wholly-owned subsidiary of Nevada Gold Holdings, Inc. The Merger was treated as a reverse merger and recapitalization for financial accounting purposes. As a result of the Merger, the Company recorded an aggregate stock issuance of 2,626,263 shares of common stock, with a net value of $(180,978). The negative recapitalization net value recognized was the result of the Company restating the equity structure of the legal subsidiary using the exchange ratio established in the definitive Merger agreement to reflect the number of shares of the legal parent issued in the Merger. Nevada Gold Enterprises, Inc. was considered the acquirer for accounting purposes, and Nevada Gold Holdings, Inc. was considered the surviving company for legal purposes. Accordingly, the accompanying financial statements present the historical financial statements of Nevada Gold Enterprises, Inc., as the historical financial statements of Nevada Gold Holdings, Inc., i.e. a reverse merger. The Company was previously engaged in the acquisition, exploration and development of gold mining claims in Nevada. In February 2013, the Company withdrew from the gold exploration business to explore opportunities in the battery technology field. On August 7, 2013, the Company was approved to change its name to HK Battery Technology Inc. As of November 23, 2015, our wholly-owned subsidiary, Nevada Gold Enterprises, Inc., was dissolved.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates

The preparation of consolidated financial statements using accounting principles generally accepted in the United States of America 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. A change in management’s estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, HK Battery Technology LLC and HK System Integration LLC. The wholly-owned subsidiaries have not conducted any business, have not had an income nor incurred any expenses, and do not have any employees or bank accounts.

Cash

Cash equivalents are comprised of certain highly liquid investments with maturities of three months or less when purchased. The Company's cash is held with local and national banking institutions and subjected to current insurance limits of the Federal Deposit Insurance Corporation (“FDIC”) of $250,000 per banking institution. As of December 31, 2015, the Company bank balances in these bank accounts exceeded the insured amount by $38,906,512. The Company has not experienced any losses related to this concentration of risk . There are no cash equivalents as of December 31, 2015.

F-9

Loss Per Share

Basic loss per share is computed by dividing net loss available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. We calculated the loss per share as $0.11 as of December 31, 2015. No Diluted earnings per share have been calculated for the reported period.

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“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 previously required by Topic 915.

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 October 2, 2008, 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 Delaware as our “major” tax jurisdictions and generally, we remain subject to Internal Revenue Service examination of our 2007 through 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 2 - GOING CONCERN

The Company sustained operating losses during the years ended December 31, 2015 and 2014 and incurred negative cash flows of $7,481,662 from operations in 2015. The company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional financing, as may be required.

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital.

F-10

Through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material adverse effect upon it and its shareholders.

NOTE 3 – NOTES RECEIVABLE – RELATED PARTIES

On January 26, 2011, the Company made a loan of $200,000 to Hybrid Kinetic Motors Corporation, a related party. The loan is unsecured and due on demand with 3% interest per annum. The balance of the accrued interest is $25,052 and $19,052 as of December 31, 2015 and December 31, 2014, respectively.

NOTE 4 – NOTES PAYABLE

F-11

On June 28, 2015 (“Effective Date”), the Company entered into a Debt Offset Agreement with Delta Advanced Technology Corporation, a Nevada corporation (“DATC”), and American Compass, Inc., a California corporation (“ACI”), to offset certain indebtedness owed to ACI. As of the Effective Date, DATC is indebted to the Company in the amount of $3,750,000.00 (the “DATC Debt”) and the Company is indebted to ACI in the amount of $3,750,000.00 (the “Company Debt”). As of the Effective Date, ACI is indebted to DATC in the amount of $3,750,000.00 (the “ACI Debt”). Pursuant to the Debt Offset Agreement, (i) ACI assumed the DATC Debt to the Company; (ii) the Company unconditionally and irrevocably released DATC of all liabilities and obligations to the Company; (iii) DATC unconditionally and irrevocably released ACI of all liabilities and obligations to DATC; and (iv) ACI and the Company acknowledged and agreed to offset the Company Debt against the DATC Debt assumed by ACI, leaving a balance due from ACI to the Company in the amount of $0 (the “Remaining Balance”).

As of December 31, 2015, the balance of the Notes payable to ACI was $0. The total accrued interest was $0 and $133,475 for the periods ended December 31, 2015 and December 41, 2014, respectively.

NOTE 5 – NOTE PAYABLE - RELATED PARTY

On April 15, 2015, the Company entered into a Demand Promissory Note with Billion Energy Holdings Limited, a Hong Kong corporation (“BEHL”), pursuant to which the Company promised to pay to BEHL $5,750,000 (the “Note”). The Note provides for 0% interest and is due upon demand from BEHL.

NOTE 6 – STOCKHOLDER’S EQUITY

On October 29, 2010 the Company consummated a private placement offering (“the offering”) whereby the Company issued 37,751,986 units at $0.10 per unit for total proceeds of $3,883,337. The proceeds consisted of $3,450,000 in cash, conversions of $313,337 in convertible notes payable, and $120,000 as credit on certain of the Company’s trade payables. Each unit consists of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock at $.10 per share, exercisable for a period of five years from the date of closing.

On August 7, 2013, the Company approved an increase in authorized capitalization from 300,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share, to 1,200,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.

On July 21, 2014, the Board of Directors and stockholders holding a majority of the Company’s outstanding shares of its common stock, respectively, approved an amendment and restatement of the Company’s Certificate of Incorporation to effectuate a 1-for-100 reverse stock split. The reverse stock split became effective on September 5, 2014 (“Effective Date”), after filing of the Company’s Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on August 8, 2014. On the Effective Date, the Company’s 42,865,074 outstanding shares of common stock were reduced to approximately 429,475 outstanding shares of common stock.

On August 21, 2015, HK Battery Technology Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Lianyungang HK New Energy Vehicle System Integration Corporation, a company organized under the laws of the People’s Republic of China (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser 132,000,000 shares of the Company’s common stock, at a per share price of $0.75, for aggregate proceeds of $99,000,000. In accordance of the SPA, on August 26, 2015, the Company issued 66,666,667 shares of common stock to the Purchaser.

As of December 31, 2015, the Company had 67,096,142 shares of common stock and zero share of preferred stock issued and outstanding, respectively.

F-12

NOTE 7 – ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

Effective December 17, 2015, the Company entered into a Fuel Cell System Development Agreement (the “Agreement”) with Chimerica Investment LLC, a Nevada limited liability company (“Chimerica”). Pursuant to the Agreement, on December 28, 2015, the Company paid Chimerica Ten Million United States Dollars ($10,000,000) to design and develop a fuel cell system to be used in the development of the Company’s transit buses.

NOTE 8– COMMITMENTS AND CONTINGENCIES

The Company is not currently a party to any legal action.

The Company is in a lease agreement for its office space for a term of 69 months, beginning on May 1, 2011. Rent increases by 2.7% per year and is payable in installments. The lease will terminate on Jan 31, 2017.


Annual minimum lease commitment for 5 years:
12/31/2013	$	367,350
12/31/2014	$	377,269
12/31/2015	$	369,967
12/31/2016	$	397,916
12/31/2017	$	33,453
Total annual Lease commitments	$	1,563,443

NOTE 9 – RELATED PARTY TRANSACTIONS

On February 17, 2015, the Company entered into a Business Agent Agreement with Billion Energy Holdings Limited, a Hong Kong corporation (“BEHL”), pursuant to which the Company agreed to facilitate the execution of certain business transactions of BEHL by acting as a paying agent for BEHL. Hybrid Kinetic Group Ltd. is the parent of BEHL as well as the parent of the Company’s then-controlling stockholder, Far East Golden Resources.

On March 9, 2015, the Company received $13,000,000 from BEHL, which, pursuant to a payment instruction letter delivered under the Business Agent Agreement, was immediately released and remitted to ACI. The $13,000,000 is subject to the terms and conditions of a promissory note entered into by and between ACI and BEHL. The proceeds of the loan will be used by ACI to fund its research and development in new battery technologies.

NOTE 10 – PREPAYMENT TO LYG – RELATED PARTY

On March 23, 2015, the Company entered into a Securities Purchase Agreement (the “SPA”) with Apollo Acquisition Corporation, a Cayman Islands Exempted Company (“Apollo”). The SPA contemplated that the Company would sell Apollo ten million (10,000,000) shares of its common stock in exchange for a twenty (20) year exclusive license to certain inventions, technology, patents and other intellectual property rights regarding the production of materials for use in lithium batteries throughout the People’s Republic of China (the “License”). The terms of the License were memorialized in a Technology License Agreement (the “License Agreement”), which was executed by the Company and Apollo concurrently with the SPA. The transactions contemplated within the SPA have not closed and the parties have mutually agreed to cancel the SPA and License Agreement, pursuant to a Termination Agreement, dated as of June 26, 2015.

On March 23, 2015, the Company entered a joint venture agreement (the “JV Agreement”) with Jiangsu New Head Line Development Group Co. Ltd., a company established and existing under the laws of the People’s Republic of China. The JV Agreement provided that Lianyungang HK Battery Technology Co. LTD (the “JV Entity”) would be established for the purpose of building manufacturing plants in China to produce advanced materials and parts for new energy vehicles. Effective, as of June 24, 2015, the Company has assigned and transferred its sixty-two and one-half percent (62.5%) equity interest in the JV Entity to Delta Advanced Technology Corporation in exchange for Three Million Seven Hundred Fifty Thousand United States Dollars ($3,750,000.00).

F-13

NOTE 11 – INCOME TAX

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


		2015		2014
Deferred tax assets:
NOL carryover	$	2,676,317	$	1,320,879
Valuation allowance		(2,676,317)		(1,320,879)
Net deferred tax asset	$	-	$	-

The income tax provision is summarized as follows:


		2015	2014
Income tax benefit at statutory rate	$	(1,043,764)	$	(515,142)
Valuation allowance		1,043,764		515,142
	$	-	$	-

At December 31, 2015, the Company had net operating loss carry forwards of approximately $11.5 million that may be offset against future taxable income through 2035. No tax benefit has been reported in the December 31, 2015 and 2014 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

NOTE 12 – SUBSEQUENT EVENTS

On March 30, 2016, the Company filed a Form 25 Notification of Removal From Listing and/or Registration Under Section 12(b) of the Securities Exchange Act of 1934 pursuant to 17 CFR 240.12d2-(c) governing the voluntary withdrawal of its common stock from listing and registration on the Exchange. Such withdrawal from registration shall be effective ninety (90) days following the filing of the Form 25.

On August 21, 2015, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Lianyungang HK New Energy Vehicle System Integration Corporation, a company organized under the laws of the People’s Republic of China (the “Stockholder”), the terms of which are described in Note 6, above.

On March 15, 2016, the Company and the Stockholder entered into a Stock Cancellation Agreement and Release (the “Cancellation Agreement”), pursuant to which the parties agreed to cancel and terminate 5,333,333 shares of the common stock issued pursuant to the Purchase Agreement, including any and all of the Stockholder’s rights arising thereunder, in exchange for the Company’s payment of $4,000,000 to the Stockholder.

On March 23, 2016, the Company and the Stockholder entered into an Amendment to the Stock Cancellation Agreement (the “Amendment”), pursuant to which the parties agreed to increase the number of shares of common stock cancelled and terminated to 1,333,333 shares, in exchange for the Company’s payment of $10,000,000 to the Stockholder. Nothing in the Amendment shall affect the validity of the remaining 130,666,667 shares of common stock issued pursuant to the Purchase Agreement, or any of the Stockholder’s rights thereto. The Amendment was effective as of April 6, 2016.

These financial statements were approved by management and available for issuance on April 7, 2016. Subsequent events have been evaluated through this date.

F-14

HK Battery Technology (CE) (USOTC:HKBT)
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