UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) Of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 6, 2007
APOPGEE ROBOTICS, INC.
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(Exact name of registrant as specified in its chapter)
COLORADO 0-12792 84-0916585
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
330 Clematis Street, Suite 217, West Palm Beach, Florida 33401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 800-341-2684
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01-Entry into a Material Definitive Agreement
On December 9, 1994 the Company and its wholly owned subsidiary AGV
Acquisitions, Inc. filed voluntary Chapter 11 petitions under the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of Colorado (case
nos. 94-22194-MSK and 94-22193-CEM) which cases were Jointly Administered. On
June 17, 2997 the cases were converted to a Chapter 7 bankruptcy. As a result of
the filing, all of our properties were transferred to a United States Trustee
and we terminated all of our business operations. The Bankruptcy Trustee has
disposed of all of the assets. On February 24, 2006 this Chapter 7 bankruptcy
was closed by the U.S. Bankruptcy Court District of Colorado. On September 7,
2006 a Motion to Reopen Chapter 7 case was filed by the Trustee, which Motion
was withdrawn in February 2007.
For at least the past approximate ten years, the registrant has not
engaged in any business operations, and has not, filed the reports required by
the Securities and Exchange Commission since the quarter ended March 31, 1997.
In addition, on or about April 1, 1998 the Colorado Secretary of State revoked
the registrant's corporate charter. Accordingly, the registrant had abandoned
its business.
Pursuant to its Order dated February 6, 2007 (the "Order"), the
District Court, Larimer County, Colorado appointed Corporate Services
International, Inc. custodian of the registrant pursuant to for the purposes of
appointing new officers and directors and with full authority to conduct the
affairs of the Registrant as stated in C.R.S.A. ss. 7-114-303(3)(II)(b) which
allows the Custodian to exercise all powers of the Board of Directors and
Officers. Corporate Services International, Inc. is a personal services
corporation for which Michael Anthony is the sole shareholder, officer and
director.
In accordance with Order, and in furtherance of the purposes thereof,
Corporate Services International appointed Michael Anthony as sole interim
Director and President. In addition, the Registrant hired Corporate Services
International for the purpose of assisting the Registrant in its efforts to
salvage value for the benefit of its shareholders. Corporate Services
International has also agreed to advise the Registrant as to potential business
combinations.
On March 7, 2007 Corporate Services International agreed to contribute
a total of $40,000 as paid in capital to the Registrant in exchange for
31,500,000 shares of restricted common stock. The registrant is to use these
funds to pay the costs and expenses necessary to revive the registrant's
business operations. Such expenses include, without limitation, fees to
reinstate the registrant's corporate charter with the state of Colorado; payment
of all past due franchise taxes; settling all past due accounts with the
registrant's transfer agent; accounting and legal fees; costs associated with
bringing the registrant current with its filings with the Securities and
Exchange Commission, etc.
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02 - Unregistered Sale of Equity Securities
On March 7, 2007, the registrant issued to Corporate Services
International, 31,500,000 shares of its common stock, representing 63.39% of the
total issued and outstanding shares of common stock, in exchange for $40,000.
See Item 1.01 above.
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.01 - Changes in Registrant's Certifying Accountant
(a)(1) Previous Independent Accountants. The Company's previous
independent accountants were Hein & Associates, LLP in Denver, Colorado. Since
approximately June 1997, the registrant has not had any contact with Hein &
Associates, LLP. At the time that the Company ceased communicating with Hein &
Associates, LLP there were no disagreements on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure and as of the date of this filing no such disagreements have arisen.
(a)(2) Engagement of New Independent Accountant. On April 20, 2007, the
registrant engaged Michael F. Cronin, CPA, Winter Springs Florida as its
independent auditor.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01- Changes in Control of Registrant
Pursuant to the Order and the arrangement with Corporate Services
International, the registrant issued to Corporate Services International
31,500,000 shares of its common stock representing approximately 63.39% of its
common stock outstanding as of on March 7, 2007. See Item 1.01, above.
Item 5.02 - Departure Of Directors Or Principal Officers; Election Of
Directors; Appointment Of Principal Officers Back To Table Of Contents
Pursuant to the Order, Michael Anthony has been appointed sole director
and officer of the registrant. See 1.01, above
SECTION 8 - OTHER EVENTS
Item 8.01 - Other Events
At the direction of Michael Anthony, the registrant intends to update
all regulatory filings and establish business operations that will enhance
shareholder value.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
16.01 Letter from Hein & Associates, LLP dated August 23, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 28, 2007 APOGEE ROBOTICS
By: /s/ Michael Anthony
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Name: Michael Anthony
Title: President