aprb8k20090813.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________
FORM
8-K
_____________________
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Commission
File No. 0-12792
Date of
Report: August 13, 2009
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APOGEE
ROBOTICS, INC.
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(Name
of Registrant in its Charter)
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Delaware
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84-0916585
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(State
or Other Jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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1077
Ala Napunani Street, Honolulu, HI 96818
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(Address
of principal executive offices)
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808-429-5954
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(Registrant’s
telephone number including area
code)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
□ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
□ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
□ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
4.01
Change
in Registrant’s Certifying Accountant
On August 13, 2009 Apogee Robotics,
Inc. completed a reverse merger in which the shareholders of Advanced Swine
Genetics, Inc. received a majority of the capital stock of Apogee Robotics, Inc.
in exchange for the outstanding capital stock of Advanced Swine Genetics,
Inc. At the time of the reverse merger, MS Group CPA LLC was the
auditor of record for Advanced Swine Genetics, Inc. Accordingly, on
August 13, 2009, by reason of the reverse merger, MS Group CPA LLC became the
principal independent accountant for Apogee Robotics, Inc. Therefore,
the Board of Directors of Apogee Robotics, Inc. dismissed Michael F. Cronin from
his position as the principal independent accountant for Apogee Robotics,
Inc.
The audit report of Michael F. Cronin
on Apogee Robotics, Inc.’s financial statements for the years ended June 30,
2008 and 2007 did not contain any adverse opinion or disclaimer of opinion or
qualification. Michael F. Cronin did not, during the applicable
periods, advise Apogee Robotics, Inc. of any of the enumerated items described
in Item 304(a)(1)(iv) of Regulation S-K.
Apogee Robotics, Inc. and Michael F.
Cronin have not, during Apogee Robotics, Inc.’s two most recent fiscal years or
any subsequent period through the date of dismissal, had any disagreement on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not resolved to Michael F.
Cronin’s satisfaction, would have caused Michael F. Cronin to make reference to
the subject matter of the disagreement in connection with his
reports.
Apogee Robotics, Inc. has requested
Michael F. Cronin to furnish a letter addressed to the Securities Exchange
Commission stating whether or not Michael F. Cronin agrees with the statements
in this 8-K. A copy of the letter is filed as an exhibit to this
8-K.
Apogee Robotics, Inc. has retained the
firm of MS Group CPA LLC to serve as its principal independent
accountant. At no time during the past two fiscal years or any
subsequent period prior to August 13, 2009 did Apogee Robotics, Inc. consult
with MS Group CPA LLC regarding any matter of the sort described
above with reference to Michael F. Cronin, any issue relating to the financial
statements of Apogee Robotics, Inc., or the type of audit opinion that might be
rendered for Apogee Robotics, Inc.
Item
9.01 Financial
Statements and Exhibits
Exhibits
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16.
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Letter
from Michael F. Cronin.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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October
12, 2009
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APOGEE
ROBOTICS, INC.
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By:
/s/ Ligang
Shang
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Ligang Shang, Vice President -
Operations
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