RULE 14F-1
REPORT OF CHANGE IN MAJORITY OF DIRECTORS
INFORMATION PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
APOGEE ROBOTICS, INC.
330 Clematis Street, Suite 217
West Palm Beach, FL 33401
This report is furnished by the Board of Directors of Apogee Robotics,
Inc., a Delaware corporation ("Apogee Robotics"), to the holders of its common
stock, $.001 par value.
On March 8, 2008 Michael Anthony entered into a Stock Purchase
Agreement with Zhenyu Shang. The Stock Purchase Agreement contemplates that Mr.
Anthony will sell to Mr. Shang 630,000 shares of the common stock of Apogee
Robotics, representing 63.4% of the outstanding common stock (the "Stock Sale").
The purchase price will be $580,000. The Stock Sale will take place ten or more
days after this Report is mailed to the shareholders of record of Apogee
Robotics.
Pursuant to the terms of the Stock Purchase Agreement, at the time of
the Stock Sale, Michael Anthony will submit his resignation from the Board of
Directors and from his position as sole officer of Apogee Robotics. Prior to
doing so, he will elect Zhenyu Shang to serve as the sole member of the Board of
Directors, effective on Mr. Anthony's resignation. Mr. Shang will then appoint
himself to serve as Chief Executive Officer and Chief Financial Officer of
Apogee Robotics.
This report is provided for information purposes only. We are not
soliciting proxies in connection with the matters described in this report. You
are not requested to respond to this report in any way.
This report will first be mailed to the shareholders of Apogee Robotics
on or about March 20, 2008.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Upon completion of the Stock Sale from Mr. Anthony to Mr. Shang, there
will be 994,063 shares of Apogee Robotics common stock issued and outstanding,
representing the only outstanding equity securities. The following table sets
forth information known to us with respect to the beneficial ownership of our
common stock as of the date of completion of the Stock Sale by the following:
o each shareholder who beneficially owns more than 5% of our
common stock (on a fully-diluted basis);
o Zhenyu Shang, who will be our Chief Executive Officer and the
sole member of the Board of Directors; and
o all of our officers and directors as a group.
AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL PERCENTAGE
BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
---------------- ------------ --------
Zhenyu Shang 630,000 63.4%
Mengke Time Garden, Building D, Suite 17-2
Nangang District, Harbin, Heilongjiang
P.R. China
All officers and directors 630,000 63.4%
as a group (1 person)
NEW MEMBER OF THE BOARD OF DIRECTORS
Upon the closing of the Stock Sale, the election to the Board of Zhenyu
Shang will be effective, and Mr. Shang will be the sole member of the Board of
Directors. Information regarding the new director follows:
ZHENYU SHANG is currently employed as Chairman and Chief
Executive Officer of the Heilongjiang Senyu Animal Husbandry Co., Ltd.,
which is engaged in the business of breeding and raising hogs and boars
in the People's Republic of China. Mr. Shang founded that company in
2004. From 2000 to 2004, Mr. Shang was employed as Chief Executive
Officer of Heilongjiang Senyu Real Estate Development Co., Ltd. In 1996
Mr. Shang was awarded a Bachelor of Science Degree with a concentration
in Law by the Heilongjiang Political Science and Law Institute. Mr.
Shang is 36 years old.
CODE OF ETHICS
Apogee Robotics does not have a code of ethics applicable to its
management, due to the small number of individuals involved in management.
NOMINATING AND AUDIT COMMITTEE
The Board of Directors does not have an audit committee or a nominating
committee, due to the small size of the Board. The Board also does not have an
"audit committee financial expert."
SHAREHOLDER COMMUNICATIONS
The Board of Directors will not adopt a procedure for shareholders to
send communications to the Board of Directors until it has reviewed the merits
of several alternative procedures.
EXECUTIVE COMPENSATION
The table below sets forth the compensation (including salary, bonuses
and other compensation) paid by Heilongjiang Senyu Animal Husbandry Co., Ltd. to
Zhenyu Shang for services during each of the past three years. There was no
officer of Heilongjiang Senyu Animal Husbandry Co., Ltd. whose salary and bonus
for services rendered during the year ended December 31, 2007 exceeded $100,000.
Year Compensation
---- ------------
2007 $10,000
2006 $ 9,000
2005 $ 7,000
PREVIOUS BOARD OF DIRECTORS
The following table lists certain information regarding the individual
who was the sole officer and directors of Apogee Robotics prior to the Stock
Sale:
NAME AGE POSITION(S) DIRECTOR SINCE
---- --- ----------- --------------
Michael Anthony 42 Director, Chief Executive 2007
Officer, President,
Secretary,
Treasurer
Mr. Anthony 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.
BOARD MEETINGS AND COMMITTEES
The Board of Directors prior to the Stock Sale had no committees.
During the fiscal year ended June 30, 2007, the Board of Directors held one
meeting, which was attended by Mr. Anthony.
EXECUTIVE COMPENSATION AND COMPENSATION OF DIRECTORS
Apogee Robotics has not paid compensation to Michael Anthony for any of
his services.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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.
On March 16, 2007 CSI agreed to contribute a total of $40,000 as paid
in capital in exchange for 630,000 shares (post-reverse-split) of restricted
common stock. The company used 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.
Laura Anthony, Esquire has been the 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.
March 20, 2008 By Order of the Board of Directors:
Michael Anthony, Chairman