SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarter Ended December 31, 2007
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.
--------------------------------
(Name of small business Issuer)
DELAWARE 84-0916585
------------------------------- ---------------------------------
(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
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 [X] NO [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) YES [X] NO [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST
FIVE YEARS
Check whether the registrant has filed all 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 ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 993,901 as of February 14, 2008
Transitional Small Business Disclosure Format(check one) Yes [ ] No [X]
APOGEE ROBOTICS, INC.
INDEX
PAGE
Part I
Item 1. Financial Statements............................................... 3
Item 2. Management's Discussion and Analysis............................... 8
Item 3. Controls and Procedures............................................ 14
Part II
Item 1. Legal Proceedings ................................................. 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........ 15
Item 3. Defaults Upon Senior Securities.................................... 15
Item 4. Submission of Matters to a Vote of Security Holders................ 15
Item 5. Other Information.................................................. 15
Item 6. Exhibits........................................................... 16
Signatures.................................................................. 17
2
PART I
ITEM 1. FINANCIAL STATEMENTS
Apogee Robotics, Inc.
Balance Sheets
(Unaudited)
December 31,
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Successor
Company
-------------------------------------------------------------------------------
2007
ASSETS
Current assets
Cash $4,756
Prepaid expenses 0
-
------------
Total current assets 4,756
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Total Assets $4,756
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LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable-trade $22,110
Payroll taxes 20,000
Notes payable -related parties 0
------------
Total current liabilities 42,110
Stockholders' Deficiency:
Common stock-300,000,000 authorized $0.001 par value
993,900 shares issued & outstanding 994
Addition paid-in capital 45,082
Accumulated Deficit (83,430)
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Total Stockholders' Deficiency (37,354)
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Total Liabilities & Stockholders' Deficiency $4,756
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See note to unaudited interim financial statements
3
Apogee Robotics Inc.
(As Successor)
Statement of Operations
(unaudited)
----------------------------------- -------------------------------
Three Months Ended Dec. 31, Six Months Ended Dec. 31,
----------------------------------- -------------------------------
2007 2006 2007 2006
----------------------------------- -------------------------------
Revenue $0 $0 $0 $0
Costs & Expenses:
Costs of goods sold 0 0 0 0
General & administrative 17,360 1,200 39,924 1,200
Interest 0 0 0 0
----------------------------------- -------------------------------
Total Costs & Expenses 17,360 1,200 39,924 1,200
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Net Loss ($17,360) ($1,200) ($39,924) ($1,200)
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Basic and diluted per share amounts:
Continuing operations ($0.02) Nil ($0.04) Nil
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Basic and diluted net income (loss) ($0.02) ($0.00) ($0.04) ($0.00)
------------------------------------------------------------------------------------------------ -------------------------------
------------------------------------------------------------------------------------------------ -------------------------------
Weighted average shares outstanding (basic & diluted) 993,900 363,900 993,900 363,900
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See note to unaudited interim financial statements
4
Apogee Robotics, Inc.
(As Successor)
Statement of Cash Flows
(unaudited)
---------------------------------
Six Months Ended Dec. 31,
---------------------------------
2007 2006
---------------------------------
Cash flows from operating activities:
Net Income (loss) ($39,924) ($1,200)
Adjustments required to reconcile net loss
to cash used in operating activities:
Depreciation
Expenses paid by shareholder 76 0
Fair value of services provided by related parties 6,000 0
(Increase) decrease in current assets
Increase (decrease) in accounts payable & accrued expenses 7,110 1,200
-------------------------------------------------------------------------------------------------
Cash flows used by operating activities: (26,738) 0
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-------------------------------------------------------------------------------------------------
Cash used in investing activities 0 0
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Cash flows from financing activities:
Proceeds from issuance of common stock 31,494 0
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Cash generated by financing activities 31,494 0
-------------------------------------------------------------------------------------------------
Change in cash 4,756 0
Cash-beginning of period 0 0
-------------------------------------------------------------------------------------------------
Cash-end of period $4,756 $0
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See note to unaudited interim financial statements
5
Apogee Robotics, Inc.
(As Successor)
Statement of Stockholders' Deficiency
(unaudited)
Common
-------------------------------------
Additional
Common Stock Paid-In Subscription Accumulated
Shares Amount Capital Receivable Deficit
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Balance at June 30, 2005 363,900 $364 ($364) $0 ($20,000)
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Net Income 0
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Balance at June 30, 2006 363,900 $364 ($364) $0 ($20,000)
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Shares issued for cash 630,000 $630 $39,370 ($40,000)
Expenses paid in lieu of cash payments $8,506
Net Loss (23,506)
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Balance at June 30, 2007 993,900 $994 $39,006 ($31,494) ($43,506)
---------------------------------------------------------------------------------------------------------------------------
Expenses paid in lieu of cash payments 76
Receipt of subscription 31,494
Fair value of services provided by related party 6,000
Net Loss (39,924)
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Balance at December 31, 2007 993,900 $994 $45,082 $0 ($83,430)
---------------------------------------------------------------------------------------------------------------------------
See note to unaudited interim financial statements
6
APOGEE ROBOTICS, INC.
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
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.
The Financial Statements presented herein have been prepared by us in accordance
with the accounting policies described in our June 30, 2007 Annual Report on
Form 10-KSB and should be read in conjunction with the Notes to Consolidated
Financial Statements which appear in that report.
The preparation of these financial statements in conformity with accounting
principles generally accepted in the United States requires us to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues
and expenses, and related disclosure of contingent assets and liabilities. On an
on going basis, we evaluate our estimates, including those related intangible
assets, income taxes, insurance obligations and contingencies and litigation. We
base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other resources. Actual results
may differ from these estimates under different assumptions or conditions.
In the opinion of management, the information furnished in this Form 10-QSB
reflects all adjustments necessary for a fair statement of the financial
position and results of operations and cash flows as of and for the three-month
and six-month periods ended December 31, 2007 and 2006. All such adjustments are
of a normal recurring nature. The Consolidated Financial Statements have been
prepared in accordance with the instructions to Form 10-QSB and therefore do not
include some information and notes necessary to conform with annual reporting
requirements.
"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".
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 is requires the
custodian is 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
7
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 sole shareholder, officer and director of Corporate Services
International, Inc. and has sole voting and dispositive control.
3. EARNINGS/LOSS PER SHARE
Basic earnings per share is computed by dividing income available to common
shareholders (the numerator) by the weighted-average number of common shares
outstanding (the denominator) for the period. Diluted earnings per share assume
that any dilutive convertible securities outstanding were converted, with
related preferred stock dividend requirements and outstanding common shares
adjusted accordingly. It also assumes that outstanding common shares were
increased by shares issuable upon exercise of those stock options for which
market price exceeds the exercise price, less shares which could have been
purchased by us with the related proceeds. In periods of losses, diluted loss
per share is computed on the same basis as basic loss per share as the inclusion
of any other potential shares outstanding would be anti-dilutive.
4. NEW ACCOUNTING STANDARDS
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 beginning July 1, 2007. We are
currently evaluating the effect that the adoption of SAB 108 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.
5. STOCKHOLDERS' EQUITY:
COMMON STOCK:
The Company's Board of Directors and shareholders approved a change of domicile
from Colorado to Delaware on December 6, 2007. In connection with the Company's
change of domicile from Colorado to Delaware, the Company's authorized capital
stock was changed to increase the authorized capital stock to 310,000,000 of
which 300,000,000 will be classified as common stock, par value $0.001 per
share, and 10,000,000 will be classified as Preferred Stock, par value $0.001
per share, issuable in series with such powers, designations, preferences and
relative, participating, optional or other specific rights, and qualifications,
limitations or restrictions thereof, as the Board may fix from time to time by
resolution or resolutions.
REVERSE STOCK SPLIT:
On January 7, 2008 we declared a reverse split of our common stock. The formula
provided that every fifty (50) issued and outstanding shares of common stock of
the Corporation be automatically split into 1 share of common stock. Any
resulting share ownership interest of fractional shares was rounded up to the
first whole integer in such a manner that all rounding was done to the next
single share and each and every shareholder would own at least 1 share. The
reverse stock split was effective January 8, 2008 for holders of record at
December 6, 2007. Except as otherwise noted, all share, option and warrant
numbers have been restated to give retroactive effect to this reverse split. All
per share disclosures retroactively reflect shares outstanding or issuable as
though the reverse split had occurred July 1, 2006.
RECENT SALES:
On March 7, 2007 Corporate Services International agreed to contribute a total
of $40,000 as paid in capital in exchange for 630,000 (31,500,000 pre-reverse)
shares of restricted common stock. The company is to use these funds to pay the
costs and expenses necessary to revive business operations. Such expenses
include fees to reinstate the corporate charter with the state of Colorado;
payment of all past due franchise taxes; settling all past due accounts with the
transfer agent; accounting and legal fees; costs associated with bringing
current its filings with the Securities and Exchange Commission, etc. As of
December 31, 2007 such expenses aggregating $8,506 have been paid and were
applied against the subscription receivable. In September, 2007 the balance of
$31,494 was received.
FAIR VALUE OF SERVICES:
The principal stockholder provided, without cost to the Company, his services,
valued at $1,800 per month for October through December, which totaled $5,400
for the six-month period ended December 31, 2007. The principal stockholder also
provided, without cost to the Company, office space valued at $200 per month,
which totaled $600 for the six-month period ended December 31, 2007. The total
of these expenses was $6,000 and was reflected in the statement of operations as
general and administrative expenses with a corresponding contribution of paid-in
capital.
8
ITEM 2. 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.
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.
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 entire $40,000 has been paid in full. The
Company agreed to use the contributed 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 December 31, 2007,
Apogee had a cash balance of $4,756 in its bank account and accounts payables of
$42,110.
9
On November 30, 2007, Apogee Robotics, Inc. was incorporated in Delaware
for the purpose of merging with Apogee Robotics, Inc. a Colorado Corporation so
as to effect a redomicile to Delaware. The Delaware Corporation was authorized
to issue 300,000,000 shares of $.001 par value common stock and 10,000,000
shares of $.001 par value preferred stock. On December 17, 2007, both Apogee
Robotics the Colorado corporation and Apogee Robotics the Delaware corporation
signed and filed Articles of Merger, with the respective states, pursuant to
which the Colorado Corporation's shareholders received one share of new
(Delaware) common stock for every one share of old (Colorado) common stock they
owned. All outstanding shares of the Colorado Corporation's common stock were
effectively purchased by the new Delaware Corporation, effectively merging the
Colorado Corporation into the Delaware Corporation, and making the Delaware
Corporation the surviving entity.
Effective January 8, 2008, Apogee Robotics completed a 50 for 1 a reverse
split of its common stock. On November 28, 2007 Apogee's common stock began
quoting on the NASDAQ over the counter bulletin board under the symbol APGE
which symbol was changed to APRB concurrent with the reverse split on January 8,
2008. Apogee was previously quoted on the pink sheets.
As of February 14, 2008, 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 Robotic'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 is subject to quotation on the over the
counter bulletin board. 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.
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 December 31, 2007 Apogee Robotics had a cash balance of
$4,756. 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.
10
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, cannot 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.
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.
11
Acquisition of Opportunities
Management owns 630,020 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 Robotic'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.
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 Delaware 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.
12
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' 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.
OVERVIEW
Our current activities are related to seeking 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 December 31,
2007 we had cash assets of $4,756 and current liabilities of $42,110.
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. We had no revenues in any quarter
from June 30, 1996 through December, 1997. We had no operations or operating
expenses in the quarter ended September 30, 2006. We incurred operating expenses
in the amount of $17,360 for the quarter end December 31, 2007 comprised of
transfer agent fees, accounting fees, legal fees and miscellaneous general and
administrative fees.
The beneficial principal stockholder provided, without cost to the Company,
his services, valued at $1,800 per month for October through December, which
totaled $5,400 for the six-month period ended December 31, 2007. The principal
stockholder also provided, without cost to the Company, office space valued at
$200 per month, which totaled $600 for the six-month period ended December 31,
2007. The total of these expenses was $6,000 and was reflected in the statement
of operations as general and administrative expenses with a corresponding
contribution of paid-in capital.
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 (630,000 shares post split) restricted shares to
Corporate Services International, Inc. an entity owned and controlled by our
officer and director, Michael Anthony. Corporate Services International has paid
the entire $40,000 to us. As of December 31, 2007 we had a cash balance of
$4,756 and accounts payable balance of $42,110. 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. 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.
Moreover, Mr. Anthony provided, without cost to the Company, his services,
valued at $1,800 per month for October through December, which totaled $5,400
for the six-month period ended December 31, 2007. Mr. Anthony also provided,
without cost to the Company, office space valued at $200 per month, which
totaled $600 for the six-month period ended December 31, 2007. The total of
these expenses was $6,000 and was reflected in the statement of operations as
general and administrative expenses with a corresponding contribution of paid-in
capital.
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.
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.
13
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.
ITEM 3. 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 December 31, 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.
14
PART II
ITEM 1. 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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On March 16, 2007 Corporate Services International purchased, for a total
of $40,000 as paid in capital to the Registrant, 31,500,000 (630,000 shares post
split) shares of restricted common stock. The registrant has been using 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.
Michael Anthony is the sole officer and director of Corporate Services
International and is the registrant's sole officer and director.
The Company relied upon the exemption under Section 4(2) of the Securities
Act of 1933 in making the sale of securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION
Effective January 8, 2008, Apogee Robotics completed a 50 for 1 a reverse
split of its common stock. On November 28, 2007 Apogee's common stock began
quoting on the NASDAQ over the counter bulletin board under the symbol APGE
which symbol was changed to APRB concurrent with the reverse split on January 8,
2008. Apogee was previously quoted on the pink sheets.
As of February 14, 2008, Apogee Robotics is not in negotiations with, nor
does it have any agreements with any potential merger candidate.
15
ITEM 6. EXHIBITS
a) Financial Statements and Schedules. The following financial statements and
schedules for the Company for the quarters ended December 31, 2006 and December
31, 2007 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
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
Between FMC Corporation Company's report on Form 10-K
and Apogee dated January 29, 1996.
(k) Settlement Agreement Filed as Exhibit 10(k) to the
between SI and Apogee Company's report on Form 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
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: February 14, 2008 APOGEE ROBOTICS, INC.
By: /s/ Michael Anthony
------------------------------------
Name: Michael Anthony
Title: Chief Executive Officer
16