SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from ____________ to ____________
Commission File No. O-12792
APOGEE ROBOTICS, INC.
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(Name of small business Issuer)
COLORADO 84-0916585
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
330 Clematis Street, Suite 217
West Palm Beach, Florida 33401
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(Address of Principal Executive Offices) Zip Code
(800) 341-2684
Issuer's telephone number
Securities registered under Section 12 (b) of the Exchange Act: NONE
Securities registered under to Section 12 (g) of the Exchange Act:
Common Stock, No Par Value
(Title of Class)
Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ] NO [X]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained herein, and no disclosure will 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-KSB or any amendment to
this Form 10-KSB. [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 [ ]
The issuer's revenues for its most recent fiscal year were $0.
1
State the aggregate market value of the voting and non-voting common equity held
by Non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days (See definition of affiliate in Rule
12b-2 of the Exchange Act. $12,737.00 (18,195,022 shares at $0.0007).
Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. YES [ ] NO [ ]
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 49,695,022 as of August 27, 2007
Documents Incorporated by Reference into this Report: None
Transitional Small Business Disclosure Format (check one) Yes No X
2
Apogee Robotics, Inc.
FORM 10-KSB
INDEX
Page
Part I
Item 1. Business........................................................... 4
Item 2. Description of Property............................................ 12
Item 3. Legal Proceedings.................................................. 12
Item 4. Submission of Matters to a Vote of Security Holders................ 12
Part II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.............................................. 12
Item 6. Management's Discussion and Analysis............................... 14
Item 7. Financial Statements and Supplementary Data........................ 16
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure............................................. 27
Item 8A. Controls and Procedures............................................ 27
Part III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act................ 28
Item 10. Executive Compensation............................................. 28
Item 11. Security Ownership of Certain Beneficial Owners and Management..... 29
Item 12. Certain Relationships and Related Transactions..................... 29
Item 13. Exhibits........................................................... 30
Item 14. Principal Accountant fees and services............................. 32
Signatures.................................................................. 32
3
PART I
ITEM 1. DESCRIPTION OF BUSINESS
This annual report on Form 10-KSB contains forward-looking statements that are
based on current expectations, estimates, forecasts and projections about the
Company, us, our future performance, our beliefs and our Management's
assumptions. In addition, other written or oral statements that constitute
forward-looking statements may be made by us or on our behalf. Words such as
"expects," "anticipates," "targets," "goals," "projects," "intends," "plans,"
"believes," "seeks," "estimates," variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict or assess.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecast in such forward-looking statements. Except as required
under the federal securities laws and the rules and regulations of the SEC, we
do not have any intention or obligation to update publicly any forward-looking
statements after the filing of this Form 10-KSB, whether as a result of new
information, future events, changes in assumptions or otherwise.
Readers are cautioned not to place undue reliance on the forward-looking
statements contained herein, which speak only as of the date hereof. We believe
the information contained in this Form 10-KSB to be accurate as of the date
hereof. Changes may occur after that date. We will not update that information
except as required by law in the normal course of its public disclosure
practices.
Additionally, the following discussion regarding our financial condition and
results of operations should be read in conjunction with the financial
statements and related notes.
History
Apogee Robotics, Inc. ("Apogee" or the "Company") was founded in 1983 for
the purpose of developing advanced material handling systems utilizing automatic
guided vehicle systems ("AGVS"), for use in manufacturing plants, warehouses,
offices and other facilities. Apogee's AGVS were computer or microprocessor
controlled, driverless vehicles equipped with various material handling devices
to automatically transport materials for pick-up to various destinations under
the supervision of computer systems.
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, 1997 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 granted, however the Motion was withdrawn in February 2007 and the case
re-closed on March 5, 2007.
As a result of Apogee's bankruptcy filing on December 9, 1994, all
development of AGVS technology and products, as well as all manufacturing, sales
and marketing, were terminated
As a consequence of Apogee's inability to maintain listing requirements,
the Company was delisted by NASDAQ on February 7, 1995.
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.
4
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 for the purposes of appointing new officers and
directors. The Order granted Corporate Services International, Inc. the 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 the 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, including assisting in the
preparation of all delinquent Securities Exchange Act filings. Corporate
Services International has also agreed to advise the Registrant as to potential
business combinations.
On March 16, 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.
As of August 27, 2007, Apogee Robotics is not in negotiations with, nor
does it have any agreements with any potential merger candidate.
Current Business Plan
Apogee Robotics is a shell company in that it has no or nominal operations
and either no or nominal assets. At this time, Apogee Robotics's purpose is to
seek, investigate and, if such investigation warrants, acquire an interest in
business opportunities presented to it by persons or firms who or which desire
to seek the perceived advantages of an Exchange Act registered corporation. The
Company will not restrict its search to any specific business, industry, or
geographical location and the Company may participate in a business venture of
virtually any kind or nature. This discussion of the proposed business is
purposefully general and is not meant to be restrictive of the Company's
virtually unlimited discretion to search for and enter into potential business
opportunities. Management anticipates that it may be able to participate in only
one potential business venture because the Company has nominal assets and
limited financial resources. This lack of diversification should be considered a
substantial risk to shareholders of the Company because it will not permit the
Company to offset potential losses from one venture against gains from another.
Apogee Robotics's common stock has been subject to quotation on the pink
sheets. There is not currently an active trading market in the Company's shares
nor do we believe that any active trading market has existed for several years.
In the event that an active trading market commences, there can be no assurance
as to the market price of our shares of common stock, whether any trading market
will provide liquidity to investors, or whether any trading market will be
sustained.
Management has substantial flexibility in identifying and selecting a
prospective new business opportunity. Apogee Robotics would not be obligated nor
does management intend to seek pre-approval by our shareholders.
Apogee Robotics may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
Apogee Robotics may acquire assets and establish wholly owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
Apogee Robotics intends to promote itself privately. The Company has not
yet begun such promotional activities. The Company anticipates that the
selection of a business opportunity in which to participate will be complex and
risky. Due to general economic conditions, rapid technological advances being
made in some industries and shortages of available capital, management believes
that there are numerous firms seeking the perceived benefits of a publicly
registered corporation. Such perceived benefits may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of applicable statutes),
for all shareholders, and other factors. 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 difficult and complex.
5
Apogee Robotics has, and will continue to have, little or no capital with
which to provide the owners of business opportunities with any significant cash
or other assets. On June 30, 2007 Apogee Robotics had a cash balance of $0.
However, management believes the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering. The owners of the business
opportunities will, however, incur significant legal and accounting costs in
connection with the acquisition of a business opportunity, including the costs
of preparing Form 8K's, 10K's or 10KSB's, agreements and related reports and
documents. The Securities Exchange Act of 1934 (the "34 Act"), specifically
requires that any merger or acquisition candidate comply with all applicable
reporting requirements, which include providing audited financial statements to
be included within the numerous filings relevant to complying with the `34 Act.
The officer and director of Apogee Robotics has not conducted market research
and is not aware of statistical data which would support the perceived benefits
of a merger or acquisition transaction for the owners of a business opportunity.
The analysis of new business opportunities will be undertaken by, or under
the supervision of, the officer and director of the Company with such outside
assistance as he may deem appropriate. Management intends to concentrate on
identifying preliminary prospective business opportunities, which may be brought
to its attention through present associations of the Company's officer and
director. In analyzing prospective business opportunities, management will
consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the perceived
public recognition of acceptance of products, services, or trades; name
identification; and other relevant factors. Management of Apogee Robotics
expects to meet personally with management and key personnel of the business
opportunity as part of the investigation. To the extent possible, the Company
intends to utilize written reports and investigation to evaluate the above
factors. The Company will not acquire or merge with any company for which
audited financial statements are not available.
The foregoing criteria are not intended to be exhaustive and there may be
other criteria that management may deem relevant. In connection with an
evaluation of a prospective or potential business opportunity, management may be
expected to conduct a due diligence review.
The Officer of Apogee Robotics has limited experience in managing
companies similar to the Company and shall mainly rely upon his own efforts, in
accomplishing the business purposes of the Company. The Company may from time to
time utilize outside consultants or advisors to effectuate its business purposes
described herein. No policies have been adopted regarding use of such
consultants or advisors, the criteria to be used in selecting such consultants
or advisors, the services to be provided, the term of service, or regarding the
total amount of fees that may be paid. However, because of the limited resources
of the Company, it is likely that any such fee the Company agrees to pay would
be paid in stock and not in cash.
The Company will not restrict its search for any specific kind of firm,
but may acquire a venture which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its corporate
life. It is impossible to predict at this time the status of any business in
which the Company may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer. However, Apogee Robotics
does not intend to obtain funds in one or more private placements or public
offerings to finance the operation of any acquired business opportunity until
such time as the Company has successfully consummated such a merger or
acquisition.
The time and costs required to pursue new business opportunities, which
includes negotiating and documenting relevant agreements and preparing requisite
documents for filing pursuant to applicable securities laws, can not be
ascertained with any degree of certainty.
Management intends to devote such time as it deems necessary to carry out
the Company's affairs. The exact length of time required for the pursuit of any
new potential business opportunities is uncertain. No assurance can be made that
we will be successful in our efforts. We cannot project the amount of time that
our management will actually devote to our plan of operation.
6
Apogee Robotics intends to conduct its activities so as to avoid being
classified as an "Investment Company" under the Investment Company Act of 1940,
and therefore avoid application of the costly and restrictive registration and
other provisions of the Investment Company Act of 1940 and the regulations
promulgated thereunder.
Apogee Robotics is a Blank Check Company
----------------------------------------
At present, Apogee Robotics is a development stage company with no
revenues and has no specific business plan or purpose. Apogee Robotics's
business plan is to seek new business opportunities or to engage in a merger or
acquisition with an unidentified company. As a result, Apogee Robotics is a
blank check company and any offerings of our securities needs to comply with
Rule 419 under the Act. Apogee Robotics has no current plans to engage in any
such offerings.
Apogee Robotics's Common Stock is a Penny Stock
-----------------------------------------------
Apogee Robotics's common stock is a "penny stock," as defined in Rule
3a51-1 under the Exchange Act. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document that provides information about
penny stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
sales person in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
the penny stock rules require that the broker-dealer, not otherwise exempt from
such rules, must make a special written determination that the penny stock is
suitable for the purchaser and receive the purchaser's written agreement to the
transaction. These disclosure rules have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. So long as the common stock of Apogee Robotics is subject to
the penny stock rules, it may be more difficult to sell our common stock.
Acquisition of Opportunities
Management owns 31,501,000 shares or 63.39% of the total issued and
outstanding shares of Apogee Robotics. As a result, management will have
substantial flexibility in identifying and selecting a prospective new business
opportunity. In implementing a structure for a particular business acquisition,
the Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may also
acquire stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition, the Company's
directors may, as part of the terms of the acquisition transaction, resign and
be replaced by new directors without a vote of the Company's shareholders or may
sell their stock in the Company. Any and all such sales will only be made in
compliance with the securities laws of the United States and any applicable
state.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon an exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has successfully consummated a merger or acquisition.
As part of Apogee Robotics's investigation, the officer and director of
the Company may personally meet with management and key personnel, may visit and
inspect material facilities, obtain analysis and verification of certain
information provided, check references of management and key personnel, and take
other reasonable investigative measures, to the extent of the Company's limited
financial resources and management expertise.
With respect to any merger or acquisition, negotiations with target
company management are expected to focus on the percentage of the Company which
the target company shareholders 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, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's then shareholders.
7
Apogee Robotics will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.
Apogee Robotics does not intend to provide it's security holders with any
complete disclosure documents, including audited financial statements,
concerning an acquisition or merger candidate and its business prior to the
consummation of any acquisition or merger transaction.
Conflicts of Interest
---------------------
Our management is not required to commit his full time to our affairs. As
a result, pursuing new business opportunities may require a greater period of
time than if he would devote his full time to our affairs. Management is not
precluded from serving as an officer or director of any other entity that is
engaged in business activities similar to those of Apogee Robotics, though
management is not currently serving in such a position. Management has not
identified and is not currently negotiating a new business opportunity for us.
In the future, management may become associated or affiliated with entities
engaged in business activities similar to those we intend to conduct. In such
event, management may have conflicts of interest in determining to which entity
a particular business opportunity should be presented. In general, officers and
directors of a Colorado corporation are required to present certain business
opportunities to such corporation. In the event that our management has multiple
business affiliations, he may have similar legal obligations to present certain
business opportunities to multiple entities. In the event that a conflict of
interest shall arise, management will consider factors such as reporting status,
availability of audited financial statements, current capitalization and the
laws of jurisdictions. If several business opportunities or operating entities
approach management with respect to a business combination, management will
consider the foregoing factors as well as the preferences of the management of
the operating company. However, management will act in what he believes will be
in the best interests of the shareholders of Apogee Robotics and other
respective public companies. Apogee Robotics shall not enter into a transaction
with a target business that is affiliated with management.
COMPETITION
Apogee Robotics will remain an insignificant participant among the firms
which engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns which have significantly
greater financial and personnel resources and technical expertise than the
Company. In view of Apogee Robotics's combined extremely limited financial
resources and limited management availability, the Company will continue to be
at a significant competitive disadvantage compared to the Company's competitors
EMPLOYEES
Apogee Robotics currently has no employees. The business of the
Company will be managed by its sole officer and director and such officers or
directors which may join the Company in the future, who may become employees of
the Company. The Company does not anticipate a need to engage any fulltime
employees at this time.
8
RISK FACTORS
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FORWARD-LOOKING STATEMENTS
This annual report on Form 10-KSB contains forward-looking statements that
are based on current expectations, estimates, forecasts and projections about
us, our future performance, the market in which we operate, our beliefs and our
management's assumptions. In addition, other written or oral statements that
constitute forward-looking statements may be made by us or on our behalf. Words
such as "expects", "anticipates", "targets", "goals", "projects", "intends",
"plans", "believes", "seeks", "estimates", variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict or assess.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecast in such forward-looking statements.
DEPENDENCE ON KEY PERSONNEL
Apogee Robotics is dependent upon the continued services of its sole
officer and director, Michael Anthony. To the extent that his services become
unavailable, Apogee Robotics will be required to obtain other qualified
personnel and there can be no assurance that it will be able to recruit and hire
qualified persons upon acceptable terms.
LIMITED RESOURCES; NO PRESENT SOURCE OF REVENUES.
At present, our business activities are limited to seeking potential
business opportunities. Due to our limited financial and personnel resources,
there is only a limited basis upon which to evaluate our prospects for achieving
our intended business objectives. We have only limited resources and have no
operating income, revenues or cash flow from operations. Our management is
providing us with funding, on an as needed basis, necessary for us to continue
our corporate existence and our business objective to seek new business
opportunities, as well as funding the costs, including professional accounting
fees, and continuing to be a reporting company under the Exchange Act. We have
no written agreement with our management to provide any interim financing for
any period. In addition, we will not generate any revenues unless and until we
enter into a new business, of which there can be no assurance.
BROAD DISCRETION OF MANAGEMENT
Any person who invests in our securities will do so without an opportunity
to evaluate the specific merits or risks of any potential new prospective
business in which we may engage. As a result, investors will be entirely
dependent on the broad discretion and judgment of management in connection with
the selection of a prospective business. There can be no assurance that
determinations made by our management will permit us to achieve our business
objectives.
ABSENCE OF SUBSTANTIVE DISCLOSURE RELATING TO PROSPECTIVE BUSINESS
As of the date of the filing of this Form 10-KSB, we have not yet
identified any prospective business or industry in which we may seek to become
involved and at present we have no information concerning any prospective
business. There can be no assurance that any prospective business opportunity
will benefit shareholders or prove to be more favorable to shareholders than any
other investment that may be made by shareholders and investors.
9
THERE IS NO ACTIVE MARKET FOR OUR COMMON STOCK AND NONE MAY DEVELOP OR BE
SUSTAINED
There is currently no active trading market in our shares. There can be no
assurance that there will be an active trading market for our securities
following commencement of a new business. In the event that an active trading
market commences, there can be no assurance as to the market price of our shares
of common stock, whether any trading market will provide liquidity to investors,
or whether any trading market will be sustained.
UNSPECIFIED INDUSTRY FOR NEW PROSPECTIVE BUSINESS OPPORTUNITIES; UNASCERTAINABLE
RISKS
There is no basis for shareholders to evaluate the possible merits or
risks of potential new business opportunities or the particular industry in
which we may ultimately operate. To the extent that we effect a business
combination with a financially unstable entity or an entity that is in its early
stage of development or growth, including entities without established records
of revenues or income, we will become subject to numerous risks inherent in the
business and operations of that financially unstable company. In addition, to
the extent that we effect a business combination with an entity in an industry
characterized by a high degree of risk, we will become subject to the currently
unascertainable risks of that industry. A high level of risk frequently
characterizes certain industries that experience rapid growth. Although
management will endeavor to evaluate the risks inherent in a particular new
prospective business or industry, there can be no assurance that we will
properly ascertain or assess all such risks or that subsequent events may not
alter the risks that we perceive at the time of the consummation of any new
business opportunity.
CONFLICTS OF INTEREST
Our management is not required to commit his full time to our affairs.
There may be a conflict of interest in allocating his time in the event that
management engages in similar business efforts for other entities. Our
management will devote such time, in his sole discretion, to conduct our
business, including the evaluation of potential new business opportunities. As a
result, the amount of time devoted to our business and affairs may vary
significantly depending upon whether we have identified a new prospective
business opportunity or are engaged in active negotiations related to a new
business. In the event that a conflict of interest shall arise, management will
consider factors such as reporting status, availability of audited financial
statements, current capitalization and the laws of jurisdictions. If several
business opportunities or operating entities approach management with respect to
a business combination, management will consider the foregoing factors as well
as the preferences of the management of the operating company. However,
management will act in what they believe will be in the best interests of the
shareholders of Apogee Robotics and other respective public companies. Apogee
Robotics shall not enter into a transaction with a target business that is
affiliated with management.
COMPETITION
Apogee Robotics expects to encounter intense competition from other
entities seeking to pursue new business opportunities. Many of these entities
are well-established and have extensive experience in identifying new
prospective business opportunities. Many of these competitors possess greater
financial, technical, human and other resources than we do and there can be no
assurance that we will have the ability to compete successfully. Based upon our
limited financial and personnel resources, we may lack the resources as compared
to those of many of our potential competitors.
ADDITIONAL FINANCING REQUIREMENTS
Apogee Robotics has no revenues and is dependent upon the willingness of
management to fund the costs associated with the reporting obligations under the
Exchange Act, and other administrative costs associated with our corporate
existence. As of June 30, 2007 Apogee Robotics has incurred approximately
$23,506 for general and administrative expenses, including accounting fees,
reinstatement fees, and other professional fees related to the preparation and
filing of this Form 10-KSB and the numerous Form 10-KSB's and Form 10-QSB's
necessary to bring the Company current with its filing obligations under the
Exchange Act. We may not generate any revenues unless and until the commencement
of new business operations. We believe that management or an affiliate of
management will continue to provide sufficient funds to pay accounting and
professional fees and other expenses to fulfill our reporting obligations under
the Exchange Act until we commence business operations. In the event that our
available funds from our management and affiliates prove to be insufficient, we
will be required to seek additional financing. Our failure to secure additional
financing could have a material adverse affect on our ability to pay the
accounting and other fees in order to continue to fulfill our reporting
obligations and pursue our business plan. We do not have any arrangements with
any bank or financial institution to secure additional financing and there can
be no assurance that any such arrangement would be available on terms acceptable
and in our best interests. We do not have any written agreement with our
affiliates to provide funds for our operating expenses.
10
STATE BLUE SKY REGISTRATION; POTENTIAL LIMITATIONS ON RESALE OF THE SECURITIES
The holders of our shares of common stock and those persons who desire to
purchase our stock in any trading market that might develop, should be aware
that there may be state blue-sky law restrictions upon the ability of investors
to resell our securities. Accordingly, investors should consider the secondary
market for Apogee Robotics's securities to be a limited one.
It is the present intention of Apogee Robotics's management, after the
commencement of new business operations, to seek coverage and publication of
information regarding our Company in an accepted publication manual which
permits a manual exemption. The manual exemption permits a security to be
distributed in a particular state without being registered if the Company
issuing the security has a listing for that security in a securities manual
recognized by the state. However, it is not enough for the security to be listed
in a recognized manual. The listing entry must contain (1) the names of issuer's
officers, and directors, (2) an issuer's balance sheet, and (3) a profit and
loss statement for either the fiscal year preceding the balance sheet or for the
most recent fiscal year of operations. Furthermore, the manual exemption is a
nonissuer exemption restricted to secondary trading transactions, making it
unavailable for issuers selling newly issued securities.
Most of the accepted manuals are those published in Standard and
Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's
Insurance Reports, and many states expressly recognize these manuals. A smaller
number of states declare that they "recognize securities manuals" but do not
specify the recognized manuals. The following states do not have any provisions
and therefore do not expressly recognize the manual exemption: Alabama, Georgia,
Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and
Wisconsin.
DIVIDENDS UNLIKELY
We do not expect to pay dividends for the foreseeable future because we
have no revenues. The payment of dividends will be contingent upon our future
revenues and earnings, if any, capital requirements and overall financial
condition. The payment of any future dividends will be within the discretion of
our board of directors. It is our expectation that after the commencement of new
business operations that future management will determine to retain any earnings
for use in business operations and accordingly, we do not anticipate declaring
any dividends in the foreseeable future.
POSSIBLE ISSUANCE OF ADDITIONAL SECURITIES
Our Articles of Incorporation, as amended, authorize the issuance of
50,000,000 shares of common stock, no par value. As of August 27, 2007, we have
49,695,022 shares issued and outstanding. We may conduct a reverse stock split
or to issue additional shares in connection with our pursuit of new business
opportunities and new business operations. To the extent that additional shares
of common stock are issued, our shareholders would experience dilution of their
respective ownership interests. If we issue shares of common stock in connection
with our intent to pursue new business opportunities, a change in control of our
Company may be expected to occur. The issuance of additional shares of common
stock may adversely affect the market price of our common stock, in the event
that an active trading market commences.
COMPLIANCE WITH PENNY STOCK RULES
Our securities will be considered a "penny stock" as defined in the
Exchange Act and the rules thereunder, unless the price of our shares of common
stock is at least $5.00. We expect that our share price will be less than $5.00.
Unless our common stock is otherwise excluded from the definition of "penny
stock", the penny stock rules apply. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its sales person in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that the broker-dealer, not otherwise
exempt from such rules, must make a special written determination that the penny
stock is suitable for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure rules have the effect of reducing
the level of trading activity in the secondary market for a stock that becomes
subject to the penny stock rules. So long as the common stock is subject to the
penny stock rules, it may become more difficult to sell such securities. Such
requirements could limit the level of trading activity for our common stock and
could make it more difficult for investors to sell our common stock.
11
GENERAL ECONOMIC RISKS
Apogee Robotics's current and future business plans are dependent, in
large part, on the state of the general economy. Adverse changes in economic
conditions may adversely affect our plan of operation.
ITEM 2. DESCRIPTION OF PROPERTY
Apogee Robotics shares office space with its officer and director at 330
Clematis Street, Suite 217, West Palm Beach, Florida 33401. The Company does not
have a lease and the Company pays no rent for the leased space. The Company does
not own any properties nor does it lease any other properties. The Company does
not believe it will need to maintain an office at any time in the foreseeable
future in order to carry out its plan of operations as described herein.
ITEM 3. LEGAL PROCEEDINGS
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, 1997 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 granted, however the Motion was withdrawn in February 2007 and the case
re-closed on March 5, 2007.
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 for the purposes of appointing new officers and
directors. The Order granted Corporate Services International, Inc. 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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCK HOLDER MATTERS
MARKET INFORMATION
The Company's common stock is traded on the "Pink Sheets" under the symbol
"APGE.PK". Such trading of our common stock is limited and sporadic. To the best
knowledge of the Company, there has been no active trading activity for
approximately the past two years.
The table below sets forth the high and low bid quotations for the
Company's Common Stock for each quarter of fiscal 1997 and fiscal 1996. The
quotations below reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions:
12
Closing Bids
------------
HIGH LOW
---- ---
2007
----
Quarter ended June 30, 1997 0.00 0.00
Quarter ended March 30, 1997 0.00 0.00
Quarter ended December 31, 1996 0.00 0.00
Quarter ended September 30, 1996 0.00 0.00
2006
----
Quarter ended June 30, 1996 0.00 0.00
Quarter ended March 30, 1996 0.00 0.00
Quarter ended December 31, 1995 0.00 0.00
Quarter ended September 30, 1995 0.00 0.00
At the time of filing of this Form 10-KSB, there is no common stock that
is subject to outstanding options or warrants to purchase or securities
convertible into, common equity of the Company.
It is the position of the Securities and Exchange Commission, in a No
Action Letter to OTC Compliance at the NASD, dated January 21, 2000, that Rule
144 is not available for resale transactions involving securities sold by
promoters and affiliates of a blank check company, and their transferees, and
anyone else who has been issued securities from a blank check company, and that
securities issued by a blank check company to promoters and affiliates, and
their transferees, can only be resold through registration under the Act.
Promoters and affiliates of a blank check company will be considered
underwriters under the Securities Act when reselling the securities of a blank
check company. At present, the Company is a development stage company with no
revenues and has no specific business plan or purpose. The Company's business
plan is to seek new business opportunities or to engage in a merger or
acquisition with an unidentified company. As a result, the Company is a blank
check company.
At the time of filing of this Form 10-KSB, there is approximately
1,496,439 shares of common stock that could be sold pursuant to Rule 144(k), all
of which were issued while the Company was operating in the years 1983 through
1994.
The ability of individual shareholders to trade their shares in a
particular state may be subject to various rules and regulations of that state.
A number of states require that an issuer's securities be registered in their
state or appropriately exempted from registration before the securities are
permitted to trade in that state.
Apogee Robotics is not and is not proposing to publicly offer any
securities at this time.
From time-to-time the Company may grant options or warrants, or promise
registration rights to certain shareholders. The Company has no control over the
number of shares of its common stock that its shareholders sell. The price of
the Company's stock may be adversely affected if large amounts are sold in a
short period.
The Company's shares most likely will be subject to the provisions of
Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the
"penny stock" rule. Section 15(g) sets forth certain requirements for
transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of
penny stock as that used in Rule 3a51-1 of the Exchange Act.
The SEC generally defines penny stock to be any equity security that has a
market price less than $5.00 per share, subject to certain exceptions. Rule
3a51-1 provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting specified criteria set by the SEC; authorized for quotation on The
NASDAQ Stock Market; issued by a registered investment company; excluded from
the definition on the basis of price (at least $5.00 per share) or the issuer's
net tangible assets; or exempted from the definition by the SEC. Broker-dealers
who sell penny stocks to persons other than established customers and accredited
investors (generally persons with assets in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 together with their spouse), are subject
to additional sales practice requirements.
13
For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such securities and must
have received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
monthly statements must be sent to clients disclosing recent price information
for the penny stocks held in the account and information on the limited market
in penny stocks. Consequently, these rules may restrict the ability of
broker-dealers to trade and/or maintain a market in our common stock and may
affect the ability of shareholders to sell their shares.
As of August 27, 2007, there were approximately 1,211 holders of record of
our common stock. This number does not include an indeterminate number of
shareholders whose shares are held by brokers in street name.
Dividends
The Company has not declared any dividends for at least ten years and does
not anticipate paying any dividends in the foreseeable future. The payment of
dividends is within the discretion of the Board of Directors and will depend on
the Company's earnings, capital requirements, financial condition, and other
relevant factors. There are no restrictions that currently limit the Company's
ability to pay dividends on its Common Stock other than those generally imposed
by applicable state law.
Equity Compensation Plans
We have no equity compensation plans.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The following presentation of management's discussion and analysis of the
Company's financial condition and results of operations should be read in
conjunction with the Company's consolidated financial statements, the
accompanying notes thereto and other financial information appearing elsewhere
in this report. This section and other parts of this report contain
forward-looking statements that involve risks and uncertainties. The Company's
actual results may differ significantly from the results discussed in the
forward-looking statements.
OVERVIEW
Our current activities are related to seeking a new business
opportunities. We will use our limited personnel and financial resources in
connection with such activities. It may be expected that pursuing a new business
opportunity will involve the issuance of restricted shares of common stock. At
June 30, 1997 we had no cash assets and current liabilities of $20,000. At June
30, 2007 we had no cash assets. At June 30, 2007 the Company had current
liabilities of $35,000. However, at June 30, 2007 the Company was due $40,000
from Corporate Services International of which $8,506 has been paid and the
balance of which will be paid on or before September 15, 2007.
We had no revenues in either the year end June 30, 1996 or June 30, 1997
nor have we had any revenues since that time. In addition, as we had no
operations, we had no operating expenses for the year end June 30, 1997. Our
operating expenses for the year end June 30, 1996 were $289,905 comprised of
general and administrative expenses. We had no operating expenses for the fiscal
years June 30, 1997 through June 30, 2006. We incurred operating expenses in the
amount of $23,506 for the fiscal year end June 30, 2007 comprised of transfer
agent fees, accounting fees, legal fees and miscellaneous general and
administrative fees.
CONTINUING OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES
During the fiscal period ended June 30, 2007, we received $40,000 through
the sale of 31,500,000 restricted shares to Corporate Services International,
Inc. an entity owned and controlled by our officer and director, Michael
Anthony. Mr. Anthony has paid $8,506 and has agreed to pay the balance of
$31,494 on or before September 15, 2007. While we are dependent upon interim
funding provided by management to pay professional fees and expenses, we have no
written finance agreement with management to provide any continued funding.
Moreover, as of June 30, 2007 the Company had accounts payable of $35,000.
Although we believe management will continue to fund the Company on an as needed
basis, we do not have a written agreement requiring such funding. In addition,
future management funding, will more than likely be in the form of loans, for
which the Company will be liable to pay back.
The Board of Directors of the Company has determined that the best course
of action for the Company is to complete a business combination with an existing
business. The Company has limited liquidity or capital resources. In the event
that the Company cannot complete a merger or acquisition and cannot obtain
capital needs for ongoing expenses, including expenses related to maintaining
compliance with the Securities laws and filing requirements of the Securities
Exchange Act of 1934, the Company could be forced to cease operations.
14
Apogee Robotics currently plans to satisfy its cash requirements for the
next 12 months by borrowing from its officer and director or companies
affiliated with its officer and director and believes it can satisfy its cash
requirements so long as it is able to obtain financing from these affiliated
entities. Apogee Robotics currently expects that money borrowed will be used
during the next 12 months to satisfy the Company's operating costs, professional
fees and for general corporate purposes. The Company may explore alternative
financing sources, although it currently has not done so.
Apogee Robotics will use its limited personnel and financial resources in
connection with seeking new business opportunities, including seeking an
acquisition or merger with an operating company. It may be expected that
entering into a new business opportunity or business combination will involve
the issuance of a substantial number of restricted shares of common stock. If
such additional restricted shares of common stock are issued, the shareholders
will experience a dilution in their ownership interest in the Company. If a
substantial number of restricted shares are issued in connection with a business
combination, a change in control may be expected to occur.
In connection with the plan to seek new business opportunities and/or
effecting a business combination, the Company may determine to seek to raise
funds from the sale of restricted stock or debt securities. The Company has no
agreements to issue any debt or equity securities and cannot predict whether
equity or debt financing will become available at acceptable terms, if at all.
There are no limitations in the certificate of incorporation on the
Company's ability to borrow funds or raise funds through the issuance of
restricted common stock to effect a business combination. The Company's limited
resources and lack of recent operating history may make it difficult to borrow
funds or raise capital. Such inability to borrow funds or raise funds through
the issuance of restricted common stock required to effect or facilitate a
business combination may have a material adverse effect on the Company's
financial condition and future prospects, including the ability to complete a
business combination. To the extent that debt financing ultimately proves to be
available, any borrowing will subject the Company to various risks traditionally
associated with indebtedness, including the risks of interest rate fluctuations
and insufficiency of cash flow to pay principal and interest, including debt of
an acquired business.
The Company currently has no plans to conduct any research and development
or to purchase or sell any significant equipment. The Company does not expect to
hire any employees during the next 12 months.
OFF BALANCE SHEET ARRANGEMENTS
None.
15
ITEM 7. FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
MICHAEL F. CRONIN
CERTIFIED PUBLIC ACCOUNTANT
ORLANDO, FLORIDA
Board of Directors and Shareholders
Apogee Robotics, Inc.
Palm Beach, Florida
I have audited the accompanying balance sheet of Apogee Robotics, Inc. as of
June 30, 1997 and the related statements of operations; stockholders'
deficiency; and cash flows for the year then ended. The financial statements are
the responsibility of management. My responsibility is to express an opinion on
these financial statements based on my audit. The financial statements of Apogee
Robotics Inc. as of June 30, 1996 were audited by other auditors whose report
thereon, dated October 10, 1996, expressed an unqualified opinion.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (UNITED STATES). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor was I engaged to perform, an audit of its internal control over
financial reporting. My audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, I express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Apogee Robotics, Inc. as of June
30, 1997 and the results of its operations, its cash flows and changes in
stockholders' deficiency for the year then ended in conformity with accounting
principles generally accepted in the United States.
August 23, 2007
/s/ Michael F. Cronin
---------------------------
Michael F. Cronin
Certified Public Accountant
Orlando, Florida
16
Apogee Robotics, Inc.
Balance Sheets
June 30, 1997
-----------------------------------------------------------------------------------------------------------------------
Successor Company Predecessor Company
-----------------------------------------------------------------------------------------------------------------------
1997 1996
ASSETS
Current assets
Cash $0 $103,920
Accounts receivable 0 0
Inventory 0 10,491
Prepaid expenses 0 5,672
-----------------------------------------
Total current assets 0 120,083
Assets from discontinued operations held for sale:
Equipment, net 0 0
Patents, net 0 0
Other assets 0 168,255
-----------------------------------------------------------------------------------------------------------------------
Total Assets $0 $288,338
-----------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable-trade $0 $63,994
Accrued expenses 20,000 64,052
Notes payable -related parties 0 0
-----------------------------------------
Total current liabilities 20,000 128,046
Liabilities subject to compromise 0 3,497,132
Stockholders' Deficiency:
Common stock-50,000,000 authorized no par value
18,195,022 issued & outstanding 0 10,683,590
Other capital 0 33,349
Accumulated Deficit (20,000) (14,053,779)
-----------------------------------------
Total Stockholders' Deficiency (20,000) (3,336,840)
-----------------------------------------------------------------------------------------------------------------------
Total Liabilities & Stockholders' Deficiency $0 $288,338
-----------------------------------------------------------------------------------------------------------------------
See Summary of Significant Accounting Policies and Notes to Financial Statements.
17
Apogee Robotics Inc.
(As Predecessor)
Statement of Operations
--------------------------------------------
Years Ended June 30,
--------------------------------------------
1997 1996
-------------------- --------------------
Revenue $0 $0
Costs & Expenses:
Costs of goods sold 0 0
General & administrative 0 290,063
Other 0 0
Interest 0 (258)
-------------------- --------------------
Total Costs & Expenses 0 289,805
Loss from continuing operations before income taxes,
extraordinary gain and discontinued operations 0 (289,805)
Extraordinary gain from extinguishment of debt 0 0
-------------------- --------------------
Loss from continuing operations before discontinued
operations 0 (289,805)
Discontinued operations:
Loss from discontinued operations (net of taxes) (104,047) 0
Gain on disposal of assets used in discontinued operations 3,420,887 0
-------------------- --------------------
Income from discontinued operations 3,316,840 0
------------------------------------------------------------------------------------------------------------------
Net Income $3,316,840 ($289,805)
------------------------------------------------------------------------------------------------------------------
Preferred stock dividends 0 0
Net income (loss) available to common shareholders $3,316,840 ($289,805)
Basic and diluted per share amounts:
Continuing operations Nil ($0.02)
Extraordinary gain $0.00 $0.00
Discontinued operations $0.18 $0.00
------------------------------------------------------------------------------------------------------------------
Basic and diluted net income (loss) $0.18 ($0.02)
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
Weighted average shares outstanding (basic & diluted) 18,095,022 18,195,022
------------------------------------------------------------------------------------------------------------------
See Summary of Significant Accounting Policies and Notes to Financial Statements.
18
Apogee Robotics, Inc.
(As Predecessor)
Statement of Cash Flows
----------------------------------------
Years Ended June 30,
----------------------------------------
2006 1996
----------------------------------------
Cash flows from operating activities:
Net Income (loss) $3,316,840 ($289,805)
Adjustments required to reconcile net loss
to cash used in operating activities:
Gain from discontinued operations (3,440,887)
(Increase) decrease in current assets:
Increase (decrease) in accounts payable & accrued expenses 20,127 85,361
---------------------------------------------------------------------------------------------------------------------
Cash flows used by operating activities: (103,920) (204,444)
---------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Proceeds from sale of other assets 0 40,000
Proceeds from AGVI settlement 0 150,000
---------------------------------------------------------------------------------------------------------------------
Cash used in investing activities 0 190,000
---------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
---------------------------------------------------------------------------------------------------------------------
Cash generated by financing activities 0 0
---------------------------------------------------------------------------------------------------------------------
Change in cash (103,920) (14,444)
Cash-beginning of period 103,920 118,364
---------------------------------------------------------------------------------------------------------------------
Cash-end of period $0 $103,920
---------------------------------------------------------------------------------------------------------------------
See Summary of Significant Accounting Policies and Notes to Financial Statements.
19
Apogee Robotics, Inc.
Statement of Stockholders' Deficiency
Common
------------------------------------
Common Stock Other Accumulated
Shares Amount Capital Deficit
--------------------------------------------------------------------------------------------------------------------
Balance at July 1, 1995 18,195,022 10,683,590 $33,349 ($13,763,974)
--------------------------------------------------------------------------------------------------------------------
Net Loss (289,805)
--------------------------------------------------------------------------------------------------------------------
Balance at June 30, 1996 18,195,022 $10,683,590 33,349 (14,053,779)
--------------------------------------------------------------------------------------------------------------------
Effect of "fresh start" accounting ($10,683,590) (33,349) 10,716,939
Net Income 3,316,840
--------------------------------------------------------------------------------------------------------------------
Balance at June 30, 1997 18,195,022 $0 $0 ($20,000)
--------------------------------------------------------------------------------------------------------------------
See Summary of Significant Accounting Policies and Notes to Financial Statements.
20
APOGEE ROBOTICS, INC.
BACKGROUND AND
SIGNIFICANT ACCOUNTING POLICIES
June 30, 1997
THE COMPANY
Apogee Robotics, Inc. ("Apogee" or the "Company") was founded as a Colorado
corporation on June 29, 1983 and was reinstated by Colorado on March 15, 2007.
Prior to filing for Chapter 11 bankruptcy on December 9, 1994, Apogee developed
advanced material handling systems utilizing automatic guided vehicle systems
("AGVS"), for use in manufacturing plants, warehouses, offices and other
facilities. Apogee's AGVS were computer or microprocessor controlled, driverless
vehicles equipped with various material handling devices to automatically
transport materials for pick-up to various destinations under the supervision of
computer systems.
For at least the past approximate ten years, the registrant has not engaged in
any business operations, and has not filed the Exchange Act 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.
BANKRUPTCY PROCEEDINGS: 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, 1997 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 granted, however the Motion was withdrawn in February 2007 and the case
re-closed on March 5, 2007.
LARIMER COUNTY COURT, COLORADO PROCEEDINGS: 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 for the
purpose 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.
BASIS OF PRESENTATION: We adopted "fresh-start" accounting as of June 18, 1997
in accordance with procedures specified by AICPA Statement of Position ("SOP")
No. 90-7, "Financial Reporting by Entities in Reorganization under the
Bankruptcy Code. The results of the discontinued component have been
reclassified from continuing operations to discontinued operations. The
reclassification reduced sales for the period ended June 30, 1997 by $8,000 and
related expenses by $112,047.
21
SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statement and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from the estimates.
CASH AND CASH EQUIVALENTS: For financial statement presentation purposes, the
Company considers those short-term, highly liquid investments with original
maturities of three months or less to be cash or cash equivalents.
PROPERTY AND EQUIPMENT New property and equipment are recorded at cost. Property
and equipment included in the bankruptcy proceedings and transferred to the
Trustee had been valued at liquidation value. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets, generally 5
years. Expenditures for renewals and betterments are capitalized. Expenditures
for minor items, repairs and maintenance are charged to operations as incurred.
Gain or loss upon sale or retirement due to obsolescence is reflected in the
operating results in the period the event takes place.
VALUATION OF LONG-LIVED ASSETS: We review the recoverability of our long-lived
assets including equipment, goodwill and other intangible assets, when events or
changes in circumstances occur that indicate that the carrying value of the
asset may not be recoverable. The assessment of possible impairment is based on
our ability to recover the carrying value of the asset from the expected future
pre-tax cash flows (undiscounted and without interest charges) of the related
operations. If these cash flows are less than the carrying value of such asset,
an impairment loss is recognized for the difference between estimated fair value
and carrying value. Our primary measure of fair value is based on discounted
cash flows. The measurement of impairment requires management to make estimates
of these cash flows related to long-lived assets, as well as other fair value
determinations.
STOCK BASED COMPENSATION: Stock-based awards to non-employees are accounted for
using the fair value method in accordance with SFAS No. 123R, ACCOUNTING FOR
STOCK-BASED COMPENSATION, and EITF Issue No. 96-18, ACCOUNTING FOR EQUITY
INSTRUMENTS THAT ARE ISSUED TO OTHER THAN EMPLOYEES FOR ACQUIRING, OR IN
CONJUNCTION WITH SELLING GOODS OR SERVICES.
On January 1, 2006, we adopted the provisions of Statement of Financial
Accounting Standards ("SFAS") 123R, "Share-Based Payment" ("SFAS 123(R)"), which
requires that companies measure and recognize compensation expense at an amount
equal to the fair value of share-based payments granted under compensation
arrangements. Prior to January 1, 2006, we accounted for our stock-based
compensation plans under the recognition and measurement principles of
Accounting Principles Board ("APB") Opinion 25, "Accounting for Stock Issued to
Employees," and related interpretations, and would typically recognize no
compensation expense for stock option grants if options granted had an exercise
price equal to the market value of the underlying common stock on the date of
grant.
We adopted SFAS 123(R) using the "modified prospective" method, which results in
no restatement of prior period amounts. Under this method, the provisions of
SFAS 123(R) apply to all awards granted or modified after the date of adoption.
In addition, compensation expense must be recognized for any unvested stock
option awards outstanding as of the date of adoption on a straight-line basis
over the remaining vesting period. We calculate the fair value of options using
a Black-Scholes option pricing model. We do not currently have any outstanding
options subject to future vesting. SFAS 123(R) also requires the benefits of tax
deductions in excess of recognized compensation expense to be reported in the
Statement of Cash Flows as a financing cash inflow rather than an operating cash
inflow. In addition, SFAS 123(R) required a modification to the Company's
calculation of the dilutive effect of stock option awards on earnings per share.
For companies that adopt SFAS 123(R) using the "modified prospective" method,
disclosure of pro forma information for periods prior to adoption must continue
to be made.
22
ACCOUNTING FOR OBLIGATIONS AND INSTRUMENTS POTENTIALLY TO BE SETTLED IN THE
COMPANY'S OWN STOCK: We account for obligations and instruments potentially to
be settled in the Company's stock in accordance with EITF Issue No. 00-19,
ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS INDEXED TO, AND POTENTIALLY
SETTLED IN A COMPANY'S OWN STOCK. This issue addresses the initial balance sheet
classification and measurement of contracts that are indexed to, and potentially
settled in, the Company's own stock.
Under EITF Issue No. 00-19 contracts are initially classified as equity or as
either assets or liabilities, in the following situations:
Equity
o Contracts that require physical settlement or net-share settlement;
and
o Contracts that give the company a choice of net-cash settlement or
settlement in its own shares (physical settlement or net-share
settlement), assuming that all the criteria for equity
classification have been met.
Assets or Liabilities
o Contracts that require net-cash settlement (including a requirement
to net-cash settle the contract if an event occurs and if that event
is outside the control of the company); and
o Contracts that give the counterparty a choice of net-cash settlement
or settlement in shares (physical settlement or net-share
settlement).
All contracts are initially measured at fair value and subsequently accounted
for based on the current classification. Contracts initially classified as
equity do not recognize subsequent changes in fair value as long as the
contracts continue to be classified as equity. For contracts classified as
assets or liabilities, the Company reports changes in fair value in earnings and
discloses these changes in the financial statements as long as the contracts
remain classified as assets or liabilities. If contracts classified as assets or
liabilities are ultimately settled in shares, any previously reported gains or
losses on those contracts continue to be included in earnings. The
classification of a contract is reassessed at each balance sheet date.
In accordance with EITF Issue No. 00-19, a transaction which includes a
potential for net-cash settlement, including liquidated damages, requires that
derivative financial instruments, including warrants and additional investment
rights, initially be recorded at fair value as an asset or liability and
subsequent changes in fair value be reflected in the statement of operations.
The recorded value of the liability for such derivatives can fluctuate
significantly based on fluctuations in the market value of the underlying common
stock of the issuer of the derivative instruments, as well as in the volatility
of the stock price during the term used for observation and the remaining term.
23
Warrant Derivative Liabilities
We account for warrants issued in connection with financing arrangements in
accordance with EITF Issue No. 00-19, ACCOUNTING FOR DERIVATIVE FINANCIAL
INSTRUMENTS INDEXED TO, AND POTENTIALLY SETTLED IN, A COMPANY'S OWN STOCK.
Pursuant to EITF Issue No. 00-19, an evaluation of specifically identified
conditions is made to determine whether the fair value of warrants issued is
required be classified as a derivative liability. The fair value of warrants
classified as derivative liabilities is adjusted for changes in fair value at
each reporting period, and the corresponding non-cash gain or loss is recorded
in current period earnings
FAIR VALUE OF FINANCIAL INSTRUMENTS: Statements of Financial Accounting
Standards No. 107, "Disclosures about Fair Value of Financial Instruments,"
requires disclosure of fair value information about financial instruments. Fair
value estimates discussed herein are based upon certain market assumptions and
pertinent information available to management. The respective carrying value of
certain on-balance sheet financial instruments approximated their fair values.
These financial instruments include cash and cash equivalents, accounts payable
and accrued expenses. Fair values were assumed to approximate carrying values
for these financial instruments since they are short-term in nature and their
carrying amounts approximate fair values or they are receivable or payable on
demand.
EARNINGS PER COMMON SHARE: Basic net loss per share is computed using the
weighted average number of common shares outstanding during the period. Diluted
net loss per common share is computed using the weighted average number of
common and dilutive equivalent shares outstanding during the period. Dilutive
common equivalent shares consist of options to purchase common stock (only if
those options are exercisable and at prices below the average share price for
the period) and shares issueable upon the conversion of our Preferred Stock. Due
to the net losses reported, dilutive common equivalent shares were excluded from
the computation of diluted loss per share, as inclusion would be anti-dilutive
for the periods presented.
There were no common equivalent shares required to be added to the basic
weighted average shares outstanding to arrive at diluted weighted average shares
outstanding.
INCOME TAXES: The Company accounts for income taxes in accordance with Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes," ("SFAS
109") which requires recognition of estimated income taxes payable or refundable
on income tax returns for the current year and for the estimated future tax
effect attributable to temporary differences and carry-forwards. Measurement of
deferred income tax is based on enacted tax laws including tax rates, with the
measurement of deferred income tax assets being reduced by available tax
benefits not expected to be realized.
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections," which replaces APB Opinion No. 20 "Accounting Changes," and FASB
Statement No. 3 "Reporting Accounting Changes in Interim Financial Statements,"
and changes the requirements for the accounting for and reporting of a change in
accounting principle. This Statement requires retrospective application to prior
periods' financial statements of changes in accounting principle, unless it is
impracticable to determine either the period-specific effects or the cumulative
effect of the change. This Statement shall be effective for accounting changes
and corrections of errors made in fiscal years beginning after December 15,
2005. Early adoption is permitted for accounting changes and corrections of
errors made in fiscal years beginning after the date this Statement is issued.
We do not believe that adoption of SFAS 154 will have a material impact on our
financial statements.
24
In September 2006, the FASB issued SFAS No. 157, FAIR VALUE MEASUREMENTS (SFAS
157). SFAS 157 provides guidance for using fair value to measure assets and
liabilities. It also responds to investors' requests for expanded information
about the extent to which companies measure assets and liabilities at fair
value, the information used to measure fair value, and the effect of fair value
measurements on earnings. SFAS 157 applies whenever other standards required (or
permit) assets or liabilities to be measured at fair value, and does not expand
the use of fair value in any new circumstances. SFAS 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007.
We are currently evaluating the effect that the adoption of SFAS 157 will have
on our results of operations and financial condition and are not yet in a
position to determine such effects.
In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108,
CONSIDERING THE EFFECTS OF PRIOR YEAR MISSTATEMENTS WHEN QUANTIFYING
MISSTATEMENTS IN CURRENT YEAR FINANCIAL STATEMENTS ("SAB 108"). SAB 108
establishes an approach that requires quantification of financial statement
misstatements based on the effects of the misstatements on each of the Company's
consolidated financial statements and the related financial statement
disclosures. SAB 108 is effective for the year ending December 31, 2006. We are
currently evaluating the effect that the adoption of SFAS 157 will have on our
results of operations and financial
In June 2006, the FASB issued FASB Interpretation No. 48, ACCOUNTING FOR
UNCERTAINTY IN INCOME TAXES--AN INTERPRETATION OF FASB STATEMENT 109 ("FIN 48"),
which clarifies the accounting for uncertain tax positions. This Interpretation
allows the tax effects from an uncertain tax position to be recognized in the
Company's financial statements if the position is more likely than not to be
sustained upon audit, based on the technical merits of the position. FIN 48 also
provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure and transition. FIN 48 is effective
for fiscal years beginning after December 15, 2006. We do not expect the
adoption of FIN 48 to have a material impact on our financial statements.
25
APOGEE ROBOTICS, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1997
1. "FRESH START" ACCOUNTING:
On June 17, 1997 all assets were transferred to the Chapter 7 trustee in
settlement of all outstanding corporate obligations. We adopted "fresh-start"
accounting as of June 18, 1997 in accordance with procedures specified by AICPA
Statement of Position ("SOP") No. 90-7, "Financial Reporting by Entities in
Reorganization under the Bankruptcy Code."
All results for periods subsequent to June 17, 1997 are referred to as those of
the "Successor Company". The results of operations and cash flows as presented
on the 1997 and 1996 financial statements reflect the predecessor company. The
successor company had no transactions between June 17, 1997 and June 30, 1997.
In accordance with SOP No. 90-7, the reorganized value of the Company was
allocated to the Company's assets based on procedures specified by SFAS No. 141,
"Business Combinations". Each liability existing at the plan sale date, other
than deferred taxes, was stated at the present value of the amounts to be paid
at appropriate market rates. It was determined that the Company's reorganization
value computed immediately before June 17, 1997 was $0. We adopted "fresh-start"
accounting because holders of existing voting shares immediately before filing
and confirmation of the sale received less than 50% of the voting shares of the
emerging entity and its reorganization value is less than its post-petition
liabilities and allowed claims.
2. COURT PROCEEDINGS:
On June 17, 1997, the Registrant filed a voluntary Chapter 11 petition under the
U.S. Bankruptcy Code in the U.S. Bankruptcy Court District of Colorado was
converted to Chapter 7 (case no. 94-22193). On March 05, 2007 this Chapter 7
bankruptcy was closed by the U.S. Bankruptcy Court District of Colorado.
On February 6, 2007, Larimer County Court, Colorado approved an Order granting
the custodianship of the company to CSII. The appointment requires the
custodian to continue the business of the corporation and not to liquidate
its affairs or distribute its assets. The material terms of the transaction
confirmed by the Larimer County Court generally authorize CSII to appoint new
members to the Registrant's board of directors and to take any and all actions
on behalf of the Company permitted by Colorado Statutes Section 7-114-303,
including actions to:
o settle affairs, collect outstanding debts, sell and convey property,
real and personal
o demand, sue for, collect, receive and take into his or their
possession all the goods and chattels, rights and credits, moneys
and effects, lands and tenements, books, papers, choses in action,
bills, notes and property, of every description of the corporation
o institute suits at law or in equity for the recovery of any estate,
property, damages or demands existing in favor of the corporation
o exercise the rights and authority of a Board of Directors and
Officers in accordance with state law, the articles and bylaws
The accounts of the former subsidiaries were not included and have not been
carried forward.
RESULTANT CHANGE IN CONTROL: On March 16, 2007 Apogee issued 31,500,000 shares
to CSII or 63% of outstanding common shares. In connection with the Order
confirming custodianship of the company to CSII approved on February 6, 2007,
Michael Anthony became our sole director on March 15, 2007.
Mr. Anthony is the managing member of CSII and has sole voting and dispositive
control.
3. INCOME TAXES:
Our net operating loss carryovers available to reduce future income taxes were
reduced or eliminated through our bankruptcy proceedings. We have adopted SFAS
109 which provides for the recognition of a deferred tax asset based upon the
value the loss carry-forwards will have to reduce future income taxes and
management's estimate of the probability of the realization of these tax
benefits.
Utilization of federal and state NOL and tax credit carry forwards may be
subject to a substantial annual limitation due to the ownership change
limitations provided by the Internal Revenue Code of 1986, as amended and
similar state provisions. The annual limitation may result in the expiration of
NOL and tax credit carry forwards before full utilization.
26
4. COMMITMENTS:
The Company, prior to its bankruptcy, was a party to numerous claims and
threatened litigation. As a result of the bankruptcy and the subsequent transfer
by the Bankruptcy Trustee of the Company's corporate shell entity free of all
liens, claims and encumbrances pursuant to Section 363(f) of the US Bankruptcy
Code, the Company is no longer party to any litigation.
The Company is not a party to any leases and does not have any commitments
5. STOCKHOLDERS' EQUITY:
COMMON STOCK
In March, 2007, we issued 31,500,000 shares to Corporate Services International,
Inc, an entity controlled by our sole director.
STOCK BASED COMPENSATION
Stock based compensation is accounted for by using the intrinsic value based
method in accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25"). The Company has adopted
Statements of Financial Accounting Standards No. 123, "Accounting for Stock
Based Compensation, ("SFAS 123") which allows companies to either continue to
account for stock based compensation to employees under APB 25, or adopt a fair
value based method of accounting. The Company has elected to continue to account
for stock based compensation to employees under APB 25. APB 25 recognizes
compensation expense for options granted to employees only when the market price
of the stock exceeds the grant exercise price at the date of the grant. The
amount reflected as compensation expense is measured as the difference between
the exercise price and the market value at the date of the grant.
There are no employee or non-employee options granted.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Company's previous independent accountants were Hein & Associates, LLP
in Denver, Colorado. Since approximately June 1997, Apogee Robotics 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.
On April 20, 2007, the registrant engaged Michael F. Cronin, CPA, Winter
Springs Florida as its independent auditor.
ITEM 8A. CONTROLS AND PROCEDURES
The chief executive officer and chief financial officer of the Company,
after conducting an evaluation of the effectiveness of the design and operation
of the Company's disclosure controls and procedures as of June 30, 2007, has
concluded that the Company's disclosure controls and procedures were effective
to ensure that information required to be disclosed by it in its reports filed
or submitted under the Securities Exchange Act of 1934 (the "Exchange Act") is
recorded, processed summarized and reported within the time periods specified in
the rules and forms of the Securities and Exchange Commission (the "SEC"). There
were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to that
evaluation, and there were no significant deficiencies or material weaknesses in
such controls requiring corrective actions.
27
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
The following table sets forth the name, age and position held with
respect to our present directors and executive officers:
NAME AGE POSITION EXECUTIVE OFFICER
AND DIRECTOR SINCE
Michael Anthony 41 Chief Executive Officer,
President, Secretary,
Treasurer, Director March 15, 2007
Our directors are elected to serve until the next annual meeting of
shareholders and until their respective successors will have been elected and
will have qualified. Officers are not elected for a fixed term of office but
hold office until their successors have been elected.
Mr. Anthony, age 41, has been an officer and director of the Company since
March 15, 2007. Mr. Anthony is the Managing Member of Century Capital
Partners, LLC., a personal use business consulting company which he formed in
May 2001. Mr. Anthony is also President and sole shareholder of Corporate
Services International, a personal use business consulting company which he
formed in September, 2006.
In addition, since November 2004, Mr. Anthony has been President and CEO
of Union Equity, Inc. and its wholly owned subsidiary Home Sales 24/7, Inc.
Union Equity, Inc. is an Internet based real estate marketing firm.
On or about July 15, 2005 Mr. Anthony became an officer and director of
Ubrandit.com, Inc. a reporting blank check company and resigned his position on
October 31, 2006. On or about July 30, 2006 Mr. Anthony became an officer and
director of Standard Commerce, Inc. a reporting blank check company and resigned
his position effective August 24, 2007.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the registrant's officers and directors, and persons who own more than 10% of a
registered class of the registrant's equity securities, to file reports of
ownership and changes in ownership of equity securities of the Registrant with
the Securities and Exchange Commission. Officers, directors and greater-than 10%
shareholders are required by the Securities and Exchange Commission regulation
to furnish the registrant with copies of all Section 16(a) forms that they file.
Based solely on a review of Forms 3 and 4 and amendments thereto filed with the
Commission during the fiscal year end June 30, 1997, all Section 16(a) forms
were filed.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth in summary form the compensation received during
each of the Company's fiscal years ended June 30, 1995, 1996 and 1997 by (I) the
chief Executive Officer of the Company, and (ii) by each other executive officer
of the Company who received annual compensation in the form of salary and bonus
in excess of $100,000.
SUMMARY COMPENSATION TABLE
Name/Principal Other Annual All Other
Position Fiscal Year Salary Compensation Compensation
--------------- ----------- ------ ------------ ------------
Michael Anthony(1) 2007 $0 $0 $0
President/CEO
James R. Currier, Sr(2)..... 1997 $0 $0 $0
1996 $48,450 -- $48,450
1995 $43,750 $20,000 $43,025
(1) Mr. Anthony became president and chairman on March 15, 2007 and has not
received any compensation for serving as president and chairman.
(2) Mr. Currier is the former officer of the Company
28
The following tables show, as to the named executive officers, certain
information concerning stock options:
OPTION GRANTS DURING THE PERIOD JUNE 30, 1997 THROUGH JUNE 30, 2007
PERCENT OF TOTAL
OPTIONS GRANTED TO
NUMBER OF SECURITIES EMPLOYEES IN FISCAL EXERCISE OR BASE
NAME UNDERLYING OPTIONS YEAR PRICE ($/SH) EXPIRATION DATE
---- ------------------ ---- ------------ ---------------
NONE
AGGREGATED OPTIONS EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
SHARES
ACQUIRED VALUE NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN
NAME ON EXERCISE REALIZED UNEXERCISED OPTIONS AT FY-END (#) THE MONEY OPTIONS
---- ----------- -------- --------------------------------- -----------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
NONE
EMPLOYMENT CONTRACTS
We do not have an employment contract with any executive officers. Any
obligation to provide any compensation to any executive officer in the event of
his resignation, retirement or termination, or a change in control of the
Company, or a change in any named Executive Officers' responsibilities following
a change in control would be negotiated at the time of the event.
We may in the future create retirement, pension, profit sharing and medical
reimbursement plans covering our Executive Officers and Directors.
(h) The company has made no Long Term Compensation payouts (LTIP or other)
COMPENSATION OF DIRECTORS
Apogee Robotics's directors were not compensated for their services as directors
of the Company for the fiscal year end June 30, 1997 or since that time.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of August 27, 2007, the number of outstanding
common shares of Company beneficially owned by (i) each person known to the
Company to beneficially own more than 5% of its outstanding common shares, (ii)
each director, (iii) each nominee for director, (iv) each executive officer
listed in the Summary Compensation Table, and (iv) all executive officers and
directors as a group.
----------------------------- ---------------------- -----------------------
Owner Common Shares Percentage(1)
----------------------------- ---------------------- -----------------------
Michael Anthony(2) 31,501,000 63.39%
----------------------------- ---------------------- -----------------------
Officers and directors
as a group (1 persons)
----------------------------- ---------------------- -----------------------
(1) Based on 49,695,022 shares of common stock outstanding as of August 27,
2007
(2) Held by Corporate Services International, Inc., a corporation of which
Mr. Anthony is the sole officer, director and shareholder.
There are no arrangements which may result in a change in control of Apogee
Robotics.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the last three years, to the knowledge of the Company, there was no
person who had or has a direct or indirect material interest in any transaction
or proposed transaction to which the Company was or is a party. Transactions in
this context relate to any transaction which exceeds $120,000 or one percent of
the average of the Company's total assets at year end for the last three
completed fiscal years.
29
The Company hired Corporate Services International, Inc. ("CSI"); a
business consulting firm for the purpose of assisting the Company in its efforts
to salvage value for the benefit of its shareholders. CSI has also agreed to
advise the Company as to potential business combinations. Mr. Anthony is the
sole officer, director and shareholder of CSI.
The officers and directors of the Company will not devote more than a
portion of their time to the affairs of the Company. There may be occasions when
the time requirements of the Company's business conflict with the demands of
their other business and investment activities. Such conflict may require that
the company attempt to employ additional personnel. There is no assurance that
the services of such persons will be available or that they can be obtained upon
terms favorable to the company.
There is no procedure in place which would allow officers or directors to
resolve potential conflicts in an arms-length fashion. Accordingly, they will be
required to use their discretion to resolve them in a manner in which they
consider appropriate.
Laura Anthony, Esquire is corporate and securities counsel to the Company.
Laura Anthony is Michael Anthony's wife. Ms. Anthony's legal fees for the fiscal
year end June 30, 2007 totaled $10,000.
Apogee Robotics does not have any outside directors.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
a) Financial Statements and Schedules. The following financial statements and
schedules for the Company as of June 30, 1996 and June 30, 1997 are filed as
part of this report.
(1) Financial statements of Apogee Robotics, Inc.
(2) Financial Statement Schedules:
All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
(3) Exhibits
30
EXHIBIT INDEX
Exhibit No. Description of Exhibits
----------- -----------------------
(a) Exhibits
---------
3 (a) Articles of Incorporation Incorporated by reference to Exhibit 3 (a) to the Company's
Registration Statement on Form S-18, Registration No. 2-87181-D.
(b) Amended Articles Incorporated by reference to Exhibit 3(c) of the Company's
Registration Statement, Registration No. 33-7805.
(c) Bylaws Incorporated by reference to Exhibit 3 (b) to the Company's
Registration Statement on Form S-18, Registration No. 2-87181-D.
(d) Amended Bylaws Incorporated by reference to Exhibit 3 (d) to the Company's
Registration Statement, Registration No. 33-7805.
10 (a) Asset Purchase Agreement Filed as Exhibit 10 (j) to the Company's report on Form
Between FMC Corporation 10-K dated January 29, 1996.
and Apogee
(k) Settlement Agreement Filed as Exhibit 10 (k) to the Company's report on Form
between SI and Apogee 10-K dated January 29, 1996.
31.1 Certification of the Chief Executive Officer and Chief Financial
Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32.1 Certification of the Chief Executive Officer and Chief Financial
Officer of the Company pursuant to Section 906 of the Sarbanes Oxley
Act of 2002
31
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
AUDIT FEES
The Company was billed a total of $10,000 for the fiscal years ended June 30,
1997 through June 30, 2007 inclusive, for professional services rendered by the
principal accountant for the audit of the Company's annual financial statements,
the review of our quarterly financial statements, and other services performed
in connection with our statutory and regulatory filings. These services also
included updating the audits for our registration statement and review of the
quarterly financial statements of the Company's acquiree.
AUDIT RELATED FEES
There were $0 in audit related fees for the fiscal years ended June 30,
1996 and 1997. Audit related fees include fees for assurance and related
services rendered by the principal accountant related to the audit or review of
our financial statements, not included in the foregoing paragraph.
TAX FEES
There were no tax fees for the fiscal years ended June 30, 1996 and 1997.
Tax fees include fees for professional services rendered by the principal
accountant for tax compliance, tax advice and tax planning.
ALL OTHER FEES
There were no other professional services rendered by our principal accountant
during the last two fiscal years that were not included in the above paragraphs.
The Company's Board of Directors reviews and approves audit and permissible
non-audit services performed by its independent accountants, as well as the fees
charged for such services. In its review of non-audit service fees and its
appointment of Michael F. Cronin, CPA as the Company's independent accountants,
the Board of Directors considered whether the provision of such services is
compatible with maintaining independence.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: August 28, 2007 APOGEE ROBOTICS, INC.
By: /s/ Michael Anthony
------------------------------
Name: Michael Anthony
Title: Chief Executive Officer
32