UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 _____________________
 
 FORM
10-KSB
 x
 
 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
 For the
fiscal year ended June 30, 2008.
  o    OR
  TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
 
 Commission
File No. 0-12792
 
 APOGEE ROBOTICS,
INC.
 (Name
of Small Business Issuer in its Charter)
  Delaware
              84-0916585(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.
      Employer ID Number)
 
 222
Babcock Street, Suite 3B, Brookline, MA 02446
 (Address
of principal executive offices)
 
 Issuer's
Telephone Number, including Area Code: 617-905-3273
 
 Securities
Registered Pursuant to Section 12(b) of the Act: None
 Securities
Registered Pursuant to Section 12(g) of the Act:
 
 Common
Stock, $.001 par value per share
 
 Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange
Act.         Yes____      NoX
 
 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 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
 
 Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
the 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. [  ]
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   Yes X       No  ___
 
 State the
issuer’s revenues for its most recent fiscal year: $ 0.
 
 The
aggregate market value of the Registrant’s common stock, $.001 par value, held
by non-affiliates as of October 7, 2008 was $ 90,941.85
 
 As of
October 7, 2008 the number of shares outstanding of the Registrant’s common
stock was 993,900 shares, $.001 par value.
 
 Transitional
      Small Business Disclosure Format:
              Yes____
              NoX
 
 DOCUMENTS INCORPORATED BY
REFERENCE: None
 
  
  FORWARD-LOOKING STATEMENTS: NO
ASSURANCES INTENDED
 
 This
Report contains certain forward-looking statements regarding Apogee Robotics,
its business and financial prospects.  These statements represent
Management’s best estimate of what will happen.  Nevertheless, there
are numerous risks and uncertainties that could cause our actual results to
differ dramatically from the results suggested in this Report.  Among
the more significant risks are:
  ·
              We
      have no active business operations and have no significant assets. Unless
      the Company obtains additional capital or acquires an operating company,
      the Company will not be able to undertake significant business
      activities.
 ·
              The
      Company’s business plan contemplates that it will acquire an operating
      company in exchange for the majority of its common stock.  If
      that occurs, management will determine the nature of the company that is
      acquired, which is likely to be a company with which management has a
      pre-existing relationship.  Investors in the Company will have
      to rely on the business acumen of management in determining that the
      acquisition is in the best interest of the Company.  If
      management lacks sufficient skill to operate successfully, the Company’s
      shares may lose value.
 
 Because
these and other risks may cause the Company’s actual results to differ from
those anticipated by Management, the reader should not place undue reliance on
any forward-looking statements that appear in this Report.
 
 PART 1
 
 Item
1.        Business
 For at least
the past approximate ten years, the Company has not engaged in any business
operations. We are currently a shell company.
 
 For the past
several years we have explored a number of business
opportunities.  Most of these opportunities involved the use of the
Company as a shell in a reverse merger transaction, in which an operating
company would be merged into Apogee Robotics in exchange for a majority of our
capital stock.
  We continue
to explore business opportunities, particularly businesses with which our
Chairman, Zhenyu Shang, has experience.  The business that we
ultimately pursue will be determined by Mr. Shang, who is the sole member of our
board of directors.  His decision will be based on the prospects for
the business, the availability of capital to fund the business, and the
potential benefits of the business to the shareholders of Apogee
Robotics.
 
 Employees
 
 We
currently have no employees. The need for employees and their availability will
be addressed in connection with the decision whether or not to acquire or
participate in specific business opportunities.
  1
  Item
2.        Properties
 
 We have no property, because we have no
assets or employees.  We maintain a mailing address at the offices of
a business associate.  We do not compensate the business associate for
this concession.
 
 Item
3.        Legal Proceedings
 
 None.
 
 Item
4.                                   Submission
of Matters to a Vote of Security Holders
 
 None.
 
 PART
II
 
 Item
5. Market
for Registrant’s Common Equity, Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities
 
 (a)
Market Information
 
 The
Company’s common stock is quoted on the OTC Bulletin Board under the symbol
“APRB”.  Prior to November 27, 2008, the Company's common stock was
traded on the "Pink Sheets" under the symbol "APGE.PK". Set forth below are the
high and low bid prices for each of the quarters in the past two fiscal years.
The reported bid quotations reflect inter-dealer prices without retail markup,
markdown or commissions, and may not necessarily represent actual
transactions.
 BidQuarter
      Ending
              
              High
              
              
              LowSeptember
      30, 2006
              
              $
              5.00
              
              
              $
              1.25December
      31, 2006
              
              $
              5.00
              
              
              $
              1.25March
      30, 2007
              
              $
              1.75
              
              
              $
              1.25June
      30, 2007
              
              $
              5.00
              
              
              $
              1.75September
      30, 2007
              
              $
              2.00
              
              
              $
              0.03December
      31, 2007
              
              $
              2.20
              
              
              $
              0.50March
      31, 2008
              
              $
              1.00
              
              
              $
              0.02June
      30, 2008
              
              $
              1.60
              
              
              $
              0.60
 
  2
  (b)
Shareholders
 
 Our
shareholders list contains the names of 1,233 registered stockholders of record
of the Company’s Common Stock.
  (c)  Dividends
 
 The
Company has not, within the past decade, paid or declared any cash dividends on
its Common Stock and does not foresee doing so in the foreseeable
future.  The Company intends to retain any future earnings for the
operation and expansion of the business.  Any decision as to future
payment of dividends will depend on the available earnings, the capital
requirements of the Company, its general financial condition and other factors
deemed pertinent by the Board of Directors
 
 (d)  Sale
of Unregistered Securities
  The Company did not issue any
unregistered equity securities during the 4th quarter
of fiscal 2008
 
 (e)
Repurchase of Equity Securities
  The
Company did not repurchase any of its equity securities that were registered
under Section 12 of the Securities Act during the 4th quarter
of fiscal 2008.
  
 Item
6 Management’s
Discussion and Analysis
 
 Results
of Operations
 
 We currently have no assets and no
operations.  During the 2008 fiscal year, which ended on June 30,
2008, we realized no revenue and incurred $51,706 in operating
expenses.  Prior to March 31, 2008, when majority ownership of our
company was transferred to Zhenyu Shang, we had accounts payable, most of which
were owed to Mr. Michael Anthony or a corporation under his control.  
Mr. Anthony waived any unpaid liabilities to him at the end of March
2008.
 
 After
March 31, 2008, Mr. Shang has financed our operations.  We expect that
Mr. Shang will continue to fund our operations until we have completed an
acquisition of an operating company, and that we will, therefore, have
sufficient cash to maintain our existence as a shell company for the next twelve
months, if necessary.  Our management is not required to fund our
operations, however, by any contract or other obligation.
 
 Our
major expenses consisted of fees to lawyers and accountants necessary to
maintain our standing as a fully-reporting public company and other
administration expenses attendant to the trading of our common
stock.  We do not expect the level of our operating expenses to change
in the future until we again undertake to implement a business plan or effect an
acquisition.
  3
  Liquidity
and Capital Resources
 
 At June 30, 2008 we had a working
capital deficit of $3,136, due to the fact that we had no assets and owed
$3,136.  Prior to March 31, 2008, our payables were due to Mr. Michael
Anthony, who was then majority owner of our Company.  On March 31,
2008, in connection with Mr. Anthony’s sale of control, all of the company’s
cash was used to satisfy accounts payable, and Michael Anthony waived any
remaining amounts owed to him or to his affiliates. Since March 31, 2008,
when Mr. Shang obtained the control of our company, our payables have been due
to Mr. Shang, as he has paid our expenses as we incur them
 
 Our operations consumed no cash during
fiscal 2008, as our management paid our ongoing expenses, increasing our amounts
due to related parties.  In the future, unless we achieve the
financial and/or operational wherewithal to sustain our operations, it is likely
that we will continue to rely on loans and capital contributions to sustain our
operations.
 
 To date we have supplied our cash needs
by obtaining loans from management and shareholders.  We expect that
our President will fund our operations until we have completed an acquisition of
an operating company and that we will, therefore, have sufficient cash to
maintain our existence as a shell company for the next twelve months, if
necessary.
 
 Application
of Critical Accounting Policies
 
 Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenue, and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use of estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.
   4
  Our
significant accounting policies are summarized in Note 2 to our financial
statements. While all these significant accounting policies impact its financial
condition and results of operations, the Company views certain of these policies
as critical. Policies determined to be critical are those policies that have the
most significant impact on the Company’s financial statements and require
management to use a greater degree of judgment and estimates. Among our critical
policies is the determination, described in Note 2 to our financial statements
that the Company should record a valuation allowance for the full value of the
deferred tax asset created by the net operating loss
carryforward.  The primary reason for the determination was the lack
of certainty as to whether the Company will carry on profitable operations in
the future.
 
 Actual
results may differ from those estimates. Our management believes that given
current facts and circumstances, it is unlikely that applying any other
reasonable judgments or estimate methodologies would cause any effects on our
consolidated results of operations, financial position or liquidity for the
periods presented in this report.
 
 Off-Balance
Sheet Arrangements
 
 The Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition or results of
operations.,
 
 Impact of Accounting
Pronouncements
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements”.  This Statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements.  The
Statement applies under other accounting pronouncements that require or permit
fair value measurements.  SFAS No. 157 is effective for fiscal years
beginning after November 15, 2007, or the Company’s fiscal year ending September
30, 2009.  The Company is currently assessing the impact the adoption
of this pronouncement will have on the financial statements.
 
 In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” and is effective for fiscal years
beginning after November 15, 2007.  This Statement permits entities to
choose to measure many financial instruments and certain other items at fair
value.  The objective is to improve financial reporting by providing
entities with the opportunity to mitigate volatility in reported earnings caused
by measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions.  The Company is currently
assessing the impact the adoption of this pronouncement will have on the
financial statements.
 
 In
December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51” and is effective
for fiscal years beginning after December 5, 2008.  This Statement
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary and for the deconsolidation of a subsidiary.  The
Company is currently assessing the impact the adoption of this pronouncement
will have on the Company’s financial statements.
 
  5
  In
December 2007, the FASB issued SFAS No. 141 (Revised) “Business
Combinations.”  SFAS 141 (Revised) is effective for fiscal years
beginning after December 13, 2008.  This Statement establishes
principles and requirements for how the acquirer of a business recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the
acquiree.  The Statement also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination.  The
Company is currently assessing the impact the adoption of this pronouncement
will have on the Company’s financial statements.
 
  In
March 2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”)
No. 161, Disclosures
about Derivative Instruments and Hedging Activities, an amendment of FASB
Statement No. 133,which requires additional disclosures about the
objectives of the derivative instruments and hedging activities, the method of
accounting for such instruments under SFAS No. 133 and its related
interpretations, and a tabular disclosure of the effects of such instruments and
related hedged items on our financial position, financial performance, and cash
flows. SFAS No. 161 is effective beginning January 1, 2009. We do not
expect the adoption of SFAS No. 161 will have a material impact on our
financial statements.
  Item
7.        Financial Statements
 
 The Company’s financial statements,
together with notes and the Independent Auditors’ Report, are set forth
immediately following Item 14 of this Form 10-KSB.
 
 Item
8. Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
 
 Not
Applicable
 
 Item
8A.Controls and
Procedures
 
 Evaluation of Disclosure Controls
and Procedures.  Our Chief Executive Officer and Chief
Financial Officer carried out an evaluation of the effectiveness of our
disclosure controls and procedures as of June 30, 2008.  Pursuant to
Rule13a-15(e) promulgated by the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, “disclosure controls and procedures” means
controls and other procedures that are designed to insure that information
required to be disclosed by Apogee Robotics in the reports that it files with
the Securities and Exchange Commission is recorded, processed, summarized and
reported within the time limits specified in the Commission’s
rules.  “Disclosure controls and procedures” include, without
limitation, controls and procedures designed to insure that information Apogee
Robotics is required to disclose in the reports it files with the Commission is
accumulated and communicated to our Chief Executive Officer and Chief Financial
Officer as appropriate to allow timely decisions regarding required
disclosure.  Based on his evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that Apogee Robotics’ system of disclosure
controls and procedures was effective as of June 30, 2008 for the purposes
described in this paragraph.
  6
  
 
 Changes in Internal
Controls.  There was no change in internal control over
financial reporting (as defined in Rule 13a-15(f) promulgated under the
Securities Exchange Act or 1934) identified in connection with the evaluation
described in the preceding paragraph that occurred during Apogee Robotics’
fourth fiscal quarter that has materially affected or is reasonably likely to
materially affect Apogee Robotics’ internal control over financial
reporting.
 
 Management’s
Report on Internal Control over Financial Reporting
 
 Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) under the
Securities Exchange Act of 1934.  We have assessed the effectiveness
of those internal controls as of June 30, 2008, using the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control –
Integrated Framework as a basis for our assessment.
 
 Because
of inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies and procedures may deteriorate.  All internal
control systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.
 
 A
material weakness in internal controls is a deficiency in internal control, or
combination of control deficiencies, that adversely affects the Company’s
ability to initiate, authorize, record, process, or report external financial
data reliably in accordance with accounting principles generally accepted in the
United States of America such that there is more than a remote likelihood that a
material misstatement of the Company’s annual or interim financial statements
that is more than inconsequential will not be prevented or detected. In the
course of making our assessment of the effectiveness of internal controls over
financial reporting, we identified three material weaknesses in our internal
control over financial reporting.  These material weaknesses consisted
of:
 
 a.Inadequate staffing and supervision
within the bookkeeping operations of our company.  There is
only one employee who is responsible for bookkeeping functions.  This
prevents us from segregating duties within our internal control
system.  The inadequate segregation of duties is a weakness because it
could lead to the untimely identification and resolution of accounting and
disclosure matters or could lead to a failure to perform timely and effective
reviews.
  b.             Outsourcing the accounting
operations of our company.  Because there are few employees in
our administration, we outsource most of the accounting functions of our Company
to an independent accountant.  This accountant is self-directed, and
is not answerable to the Company’s management.  This is a material
weakness because it could result in a disjunction between the accounting
policies adopted by our Board of Directors and the accounting practices applied
by the accountant.
   7
  c.             Lack of independent control over
related party transactions.  Zhenyu Shang is the sole director
and sole officer of Apogee Robotics, Inc.  From time to time Mr. Shang
will made loans to finance the operations of the Company.  The absence
of other directors or officers to review these transactions is a weakness
because it could lead to improper classification of such related party
transactions.
  Management
does not believe that the current level of the Company’s operations warrants a
remediation of the weaknesses identified in this assessment.  However,
because of the above condition, management’s assessment is that the Company’s
internal controls over financial reporting were not effective as of June 30,
2008.
 
 This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.
 
 Item
8B      Other Information
 
 None.
 
 PART
III
 
 Item
9. Directors and Executive Officers of the Registrant
 
 The
officers and directors of the Company are:
 DirectorName
              Age
              Position with the
      Company
              SinceZhenyu
      Shang
              36
              Director,
      Chief Executive Officer,
              2008Chief
      Financial Officer
 
 Directors
hold office until the annual meeting of the Company’s stockholders and the
election and qualification of their successors.  Officers hold office,
subject to removal at any time by the Board, until the meeting of directors
immediately following the annual meeting of stockholders and until their
successors are appointed and qualified.
  8
 
 Zhenyu Shangis currently
employed as Chief Executive Officer of Heilongjiang Senyu Animal Husbandry Co.,
Ltd., a corporation organized in The People’s Republic of China.  He
has held that position since 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.
  Audit
Committee
 
 The Board of Directors has not
appointed an Audit Committee.  The functions that would be performed
by an Audit Committee are performed by the Board of Directors.  The
Board of Directors does not have an “audit committee financial expert,” because
there is only one Board member.
 
 Code of
Ethics
 
 The Company has not adopted a formal
code of ethics applicable to its executive officers.  The Board of
Directors has determined that the Company’s financial operations are not
sufficiently complex to warrant adoption of a formal code of
ethics.
 
 Section 16(a) Beneficial
Ownership Reporting Compliance
 
 None of
the officers, directors or beneficial owners of more than 10% of the Company’s
common stock failed to file on a timely basis the reports required by Section
16(a) of the Exchange Act during the year ended June 30, 2008.
 
 Item
10.      Executive Compensation
 
 The
following table sets forth all compensation awarded to, earned by, or paid by
Apogee Robotics, Inc. to Michael Anthony, who served as its Chief Executive
Officers until March 31, 2008; and to Zhenyu Shang after that time. On March 31,
2008, Mr. Anthony was replaced in that position by Zhenyu Shang, who acquired
majority ownership of the Company on that day.
 
 Fiscal
                Year
              Salary
              Bonus
              Stock
                Awards
              Option
                Awards
              Other
                CompensationZhenyu
      Shang
              2008
              --
              --
              --
              --
              --Michael
      Anthony
              2007
              --
              --
              --
              --
              --Michael
      Anthony
              2006
              --
              --
              --
              --
              --
   9
  Employment
Agreements
 
 All of
our employment arrangements with our executives are on an at will
basis.
 
 Equity
Grants
 
 The
following tables set forth certain information regarding the stock options
acquired by the Company’s Chief Executive Officer during the year ended June 30,
2008 and those options held by him on June 30, 2008.
  
 Option Grants in the
      Last Fiscal YearPercentof
      total
              
              
              
              Potential
      realizableNumber
      of
              options
              
              
              
              value
      at assumedsecurities
              granted
      to
              
              
              
              annual
      rates ofunderlying
              employees
              Exercise
              
              
              appreciation
      ofoption
              in
      fiscal
              Price
              Expiration
              
              for
      option termName
              granted
              year
              ($/share)
              Date
              
              
              5%
              
              
              
              10%Zhenyu
      Shang
              0
              N.A
              N.A.
              N.A.
              
              
              0
              
              
              
              0
 
 Aggregated Fiscal
      Year-End Option ValuesNumber
      of securities underlying
              Value
      of unexercised in-the-moneyunexercised
      options at fiscal
              options
      at fiscal year-end ($)Name
              year-end (#) (All
      exercisable)
              (All
      exercisable)Zhenyu
      Shang
              0
              0
 Compensation of Directors
 
 The members of our Board of Directors
receive no compensation for their services on the Board.
  10
 Item
11.      Security Ownership of Certain Beneficial
Owners and Management
 
 The
following table sets forth information known to us with respect to the
beneficial ownership of our common stock as of the date of this prospectus by
the following:
  ·
              each
      shareholder known by us to own beneficially more than 5% of our common
      stock;
  ·
              Zhenyu
      Shang;
  ·
              each
      of our directors; and
  ·
              all
      directors and executive officers as a
group.
 
 There are
993,900shares of our
common stock outstanding on the date of this report.  Except as
otherwise indicated, we believe that the beneficial owners of the common stock
listed below have sole voting power and investment power with respect to their
shares,  subject to community property laws where
applicable.  Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission.
 
 In
computing the number of shares beneficially owned by a person and the percent
ownership of that person, we include shares of common stock subject to options
or warrants held by that person that are currently exercisable or will become
exercisable within 60 days. We do not, however, include these “issuable” shares
in the outstanding shares when we compute the percent ownership of any other
person.
  Amount
      andNature
      ofName
      and Address
              Beneficial
              
              Percentageof Beneficial
      Owner(1)
              Ownership
              
              of
      ClassZhenyu
      Shang
              
              630,000
              
              
              63.4%All
      officers and directorsas
      a group (1 person)
              
              630,000
              
              
              63.4%
 ____________________________
 (1)
              The
      address of each shareholder, unless otherwise noted, is c/o Apogee
      Robotics, Inc., 222 Babcock Street, Suite 3B, Brookline, MA
      02446.
 
 Equity
Compensation Plan Information
 
 The
information set forth in the table below regarding equity compensation plans
(which include individual compensation arrangements) was determined as of June
30, 2008.
  11
  Number
      of secu­rities to be issued upon exercise of outstanding options,
      warrants and rights
              
              Weighted
      aver­age exercise price of outstanding options, warrants and
      rights
              
              Number
      of secu­rities remaining available for fu­ture issuance under
      equity com­pensation plansEquity
      compensation plans ap­proved by security
                holders
              
              0
              
              --
              
              0Equity
      compensation plans not approved by security holders
              
              0
              
              --
              
              0Total
              
              0
              
              --
              
              0
 
 Item
12.      Certain Relationships and Related
Transactions and Director Independence
  Certain Relationships and
Related Transactions
 
 Mr.
Michael Anthony, the principal stockholder until March 31, 2008, provided,
without cost to the Company, his services, valued at $1,800 per month for
October through March, 2008 which totaled $10,800 for the nine month period
ended March 31, 2008.  Mr. Anthony also provided, without cost to the
Company, office space valued at $200 per month, which totaled $1,200 for the
nine month period ended March 31, 2008. The total of these expenses was $12,000
and was reflected in the statement of operations as general and administrative
expenses with a corresponding contribution of paid-in capital.Michael
Anthony waived any remaining amounts owed to him or to his affiliates on March
31, 2008.
 
 After March 31, 2008, Mr. Zhenyu
Shang funded our company’s operation costs. By the month ended June 30, 2008, $
3,136 was due to Mr. Shang as a result of such funding.
 
 Director
Independence
 
 None of the members of the Board of
Directors is independent, as “independence” is defined in the Rules of the
NASDAQ Stock Market.
 
  12
  Item
13.      Exhibit List
  (a)
Financial Statements
  Report of
Independent Registered Public Accounting Firm
  Balance
Sheets – June 30, 2008 and 2007
  Statements
of Operations - Years ended June 30, 2008 and 2007.
  Statements
of Stockholders’ Deficit - Years ended June 30, 2008 and 2007.
  Statements
of Cash Flows - Years ended June 30, 2008 and 2007.
  Notes to
Financial Statements
  (b)
Exhibit List
 
 3-a
              Articles of
    Incorporation
  3-b
              By-laws
  21
              Subsidiaries
      – None
  31
              Rule 13a-14(a)
      Certification
  32
              Rule 13a-14(b)
      Certification
 
 Item
14.      Principal Accountant Fees and
Services
 
 Audit Fees
 
 Michael F. Cronin, CPA billed $4,000 in
connection with the audit and reviews of the Company’s financial statements for
the year ended June 30, 2008.  Michael F. Cronin, CPA billed $4,000 in
connection with the audit and reviews of the Company’s financial statements for
the year ended June 30, 2007.  Also included are those services
normally provided by the accountant in connection with the Company’s statutory
and regulatory filings.
 
 
 
 Audit-Related Fees
 
 Michael F. Cronin, CPA did not bill the
Company for any Audit-Related fees in fiscal 2008 or in fiscal
2007.
 
 Tax Fees
 
 Michael F. Cronin, CPA did not bill the
Company in fiscal 2008 or fiscal 2007 for professional services rendered for tax
compliance, tax advice and tax planning.
 
 All Other Fees
 
 Michael F. Cronin, CPA did not bill the
Company for any other fees in fiscal 2008 or fiscal 2007.
 
 It is the policy of the Company
that all services, other than audit, review or attest services, must be
pre-approved by the Board of Directors.
   13
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 Michael
F. Cronin
 Certified
Public Accountant
 Orlando,
Florida
   
   Board of
Directors and Shareholders
 Apogee
Robotics, Inc.
 Brookline,
Massachusetts
  I have
audited the accompanying balance sheets of Apogee Robotics, Inc. as of June 30,
2008 and 2007 and the related statements of operations; stockholders'
deficiency; and cash flows for the years 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.
  I
conducted my audits 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, 2008 and 2007 and the results of its operations, its cash flows and
changes in stockholders’ deficiency for the years then ended in conformity with
accounting principles generally accepted in the United States.
  October
14, 2008
  /s/
      Michael F. CroninMichael
      F. CroninCertified
      Public Accountant
 Orlando,
Florida
  14
 
 Apogee
      Robotics, Inc.Balance
      SheetsJune
      30,
              
              
              June
      302008
              
              
              2007AssetsCurrent
      AssetsCash
              
              $
              -
              
              
              $
              -Total
      Current Assets
              
              
              -
              
              
              
              -Total
      Assets
              
              $
              -
              
              
              $
              -Liabilities
      & Stockholders' DeficitCurrent
      LiabilitiesAccounts
      payable
              
              
              -
              
              
              
              15,000Accrued
      expense
              
              
              -
              
              
              
              20,000Due
      to affiliates
              
              
              3,136
              
              
              
              -Total
      Current Liabilities
              
              
              3,136
              
              
              
              35,000Stockholders'
      DeficitCommon
      stock - 300,000,000 shares authorized,$0.001
      par value, 993,900 shares issued & outstanding atJune
      30, 2008, 50,000,000 authorized, no par value,  363,900
      shares  issued and outstanding at June 30, 2007
              
              
              994
              
              
              
              -Additional
      paid-in-capital
              
              
              91,082
              
              
              
              40,000Subscription
      receivable
              
              
              -
              
              
              
              (31,494
              )Accumulated
      deficit
              
              
              (95,212
              )
              
              
              (43,506
              )Total
      Stockholders' Deficit
              
              
              (3,136
              )
              
              
              (35,000
              )Total
      Liabilities & Stockholders' Deficit
              
              $
              -
              
              
              $
              -
 
  The
accompanying notes are an integral part of these Financial
Statements
 15
 
 Apogee
      Robotics, Inc.Statements
      of OperationsFor
      the years ended June 30, 2008 and 20072008
              
              
              2007Revenue
              
              $
              -
              
              
              $
              -Costs
      & ExpensesGeneral
      & Administrative
              
              
              51,706
              
              
              
              23,506Total
      Costs & Expenses
              
              
              51,706
              
              
              
              23,506Loss
      from operations
              
              
              (51,706
              )
              
              
              (23,506
              )Income
      tax expense
              
              
              -
              
              
              
              -Net
      Loss
              
              $
              (51,706
              )
              
              $
              (23,506
              )Basic
      & diluted per share amounts:Basic
      & diluted
              
              $
              (0.05
              )
              
              $
              (0.04
              )Net
      Loss Per Share  - Basic & diluted
              
              $
              (0.05
              )
              
              $
              (0.04
              )Weighted
      average number of sharesoutstanding
      during the period –basic
      and diluted
              
              
              993,901
              
              
              
              562,394
 
  The
accompanying notes are an integral part of these Financial
Statements
 16
 
 Apogee
      Robotics, Inc.Statement
      of Stockholders' DeficiencyAdditional
              
              
              
              
              
              TotalCommon
              
              
              Subscription
              
              
              Paid-in
              
              
              Accumulated
              
              
              Stockholders'Shares
              
              
              Amount
              
              
              Receivable
              
              
              Capital
              
              
              Deficit
              
              
              DeficitBalance
      at June 30, 2006
              
              
              363,900
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              (20,000
              )
              
              $
              (20,000
              )Shares
      issued for cash
              
              
              630,000
              
              
              
              -
              
              
              
              (40,000
              )
              
              
              40,000
              
              
              
              -
              
              
              
              -Expenses
      paid in lieu of cash payments
              
              
              
              
              
              
              
              
              
              
              8,506
              
              
              
              
              
              
              
              
              
              
              
              8,506Net
      Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (23,506
              )
              
              
              (23,506
              )Balance
      at June 30, 2007
              
              
              993,900
              
              
              
              -
              
              
              
              (31,494
              )
              
              
              40,000
              
              
              
              (43,506
              )
              
              
              (35,000
              )Recapitalization
              
              
              
              
              
              
              994
              
              
              
              
              
              
              
              (994
              )
              
              
              
              
              
              
              -Capital
      Contribution
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              52,076
              
              
              
              
              
              
              
              52,076Receipt
      of subscription
              
              
              
              
              
              
              
              
              
              
              31,494
              
              
              
              
              
              
              
              
              
              
              
              31,494Net
      Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (51,706
              )
              
              
              (51,706
              )Balance
      at June 30, 2008
              
              
              993,900
              
              
              $
              994
              
              
              $
              -
              
              
              $
              91,082
              
              
              $
              (95,212
              )
              
              $
              (3,136
              )
  The
accompanying notes are an integral part of these consolidated financial
statements.
 17
  
 Apogee
      Robotics, Inc.Statement
      of Cash FlowsFor
      the years ended June 30, 2008 and 20072008
              
              
              2007Cash
      flows from operating activities:Net
      loss
              
              $
              (51,706
              )
              
              $
              (23,506
              )Adjustments
      required to reconcile net loss:Fair
      value of service rendered by related parties
              
              
              17,000Expenses
      paid by shareholder
              
              
              38,212
              
              
              
              8,506Increase
      (decrease) in accounts payable & accrued expense
              
              
              (35,000
              )
              
              
              15,000Cash
      used by operating activities
              
              
              (31,494
              )
              
              
              -Cash
      provided by investing activities
              
              
              -
              
              
              
              -Cash
      flows from financing activitiesProceeds
      from issuance of common stock
              
              
              31,494
              
              
              
              -Cash
      provided by financing activities
              
              
              31,494
              
              
              
              -Change
      in cash
              
              
              -
              
              
              
              -Cash
      - beginning of period
              
              
              -
              
              
              
              -Cash
      - end of period
              
              $
              -
              
              
              $
              -Supplemental
      disclosure of cash flow information:Cash
      paid for interest
              
              $
              -
              
              
              $
              -Cash
      paid for taxes
              
              $
              -
              
              
              $
              -
  The
accompanying notes are an integral part of these consolidated financial
statements.
 18
  APOGEE
ROBOTICS, INC.
 NOTES TO
FINANCIAL STATEMENTS
 JUNE 30,
2008
  1.    BASIS
OF PRESENTATION
 
 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.
 
 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. For at least the
past approximate ten years, the registrant has not engaged in any business
operations.
 
 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.
 
 FRESH-START
ACCOUNTING: 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.
 
 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.
 
  19
  2. 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.
  20
 
 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.
 
 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.  All per share disclosures retroactively
reflect shares outstanding or issuable as though the reverse split had occurred
July 1, 2006.
 
 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.  SFAS 109 provides for the
recognition of deferred tax assets if realization of such assets is more likely
than not to occur. Realization of our net deferred tax assets is dependent upon
our generating sufficient taxable income in future years in appropriate tax
jurisdictions to realize benefit from the reversal of temporary differences and
from net operating loss, or NOL, carryforwards. We have determined it more
likely than not that these timing differences will not materialize and have
provided a valuation allowance against substantially all of our net deferred tax
assets.
 
  21
  3.    NEW
ACCOUNTING STANDARDS
 
 In May
2008, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard (“SFAS”) No. 162, "The Hierarchy of Generally Accepted
Accounting Principles”.  SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States.  SFAS 162 is effective 60 days following the SEC’s
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted
Accounting Principles. The Company is currently evaluating the impact of SFAS
162 on its financial statements but does not expect it to have a material
effect.
  In March
2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”)
No. 161, Disclosures
about Derivative Instruments and Hedging Activities, an amendment of FASB
Statement No. 133,which requires additional disclosures about the
objectives of the derivative instruments and hedging activities, the method of
accounting for such instruments under SFAS No. 133 and its related
interpretations, and a tabular disclosure of the effects of such instruments and
related hedged items on our financial position, financial performance, and cash
flows. SFAS No. 161 is effective beginning January 1, 2009. We do not
expect the adoption of SFAS No. 161 will have a material impact on our
financial statements.
  In
December 2007, the FASB issued SFAS No. 160,“Noncontrolling Interests in
Consolidated Financial Statements - an amendment of Accounting Research Bulletin
No. 51” (“SFAS 160”), which establishes accounting and reporting standards for
ownership interests in subsidiaries held by parties other than the parent, the
amount of consolidated net income attributable to the parent and to the
non-controlling interest, changes in a parent’s ownership interest and the
valuation of retained non-controlling equity investments when a subsidiary is
deconsolidated. The Statement also establishes reporting requirements that
provide sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling owners. SFAS
160 is effective for fiscal years beginning after December 15, 2008. The Company
has not determined the effect that the application of SFAS 160 will have on its
consolidated financial statements.
 
 22
  In
December 2007, Statement of Financial Accounting Standards No. 141(R), Business Combinations, was
issued. SFAS No. 141R replaces SFAS No. 141, Business Combinations.SFAS
141R retains the fundamental requirements in SFAS 141 that the acquisition
method of accounting (which SFAS 141 called the purchase method) be used for
all business combinations and for an acquirer to be identified for each business
combination. SFAS 141R requires an acquirer to recognize the assets acquired,
the liabilities assumed, and any non-controlling interest in the acquiree at the
acquisition date, measured at their fair values as of that date, with limited
exceptions. This replaces SFAS 141’s cost-allocation process, which required the
cost of an acquisition to be allocated
to the individual assets acquired and liabilities assumed based on their
estimated fair values. SFAS 141R also requires the acquirer in a business
combination achieved in stages (sometimes referred to as a step acquisition) to
recognize the identifiable assets and liabilities, as well as the
non-controlling interest in the acquiree, at the full amounts of their fair
values (or other amounts determined in accordance with SFAS 141R). SFAS 141R
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
Company is currently evaluating the impact that adopting SFAS No. 141R will have
on its financial statements.
 In June
2007, the FASB issued FASB Staff Position No. EITF 07-3, “Accounting for
Nonrefundable Advance Payments for Goods or Services Received for use in Future
Research and Development Activities” (“FSP EITF 07-3”), which addresses whether
nonrefundable advance payments for goods or services that used or rendered for
research and development activities should be expensed when the advance payment
is made or when the research and development activity has been performed.The Company is
evaluating the impact that this statement will have on its consolidated
financial   statements.
 
 In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities—Including an amendment of FASB Statement No.
115 (“FAS 159”). FAS 159 permits companies to choose to measure many financial
instruments and certain other items at fair value that   are not currently
required to be measured at fair value. The objective of FAS 159 is to provide
opportunities to mitigate volatility in reported earnings caused by  
measuring related assets and liabilities differently without having to apply
hedge accounting provisions. FAS 159 also establishes presentation and
disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities. SFAS 159 will be effective in the first quarter of fiscal 2009. The
Company is evaluating the impact that this statement will have on its
consolidated financial   statements.
 
 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
 
  23
  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 are classified as common stock, par value $0.001 per share,
and 10,000,000 are 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 in this Report 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 agreed 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 paid
in cash.
 
 FAIR
VALUE OF SERVICES:
 
 Michael
Anthony, a stockholder, provided, without cost to the Company, his services,
valued at $1,800 per month for October through March, 2008, which totaled
$10,800 for the nine month period ended March 31, 2008. Mr. Anthony also
provided, without cost to the Company, office space valued at $200 per month,
which totaled $1,200 for the nine month period ended March 31, 2008. The total
of these expenses was $12,000 and was reflected in the statement of operations
as general and administrative expenses with a corresponding contribution of
paid-in capital.
  24
 
 6.  
 CHANGE IN CONTROL
 
 On March
31, 2008 Zhenyu Shang purchased 630,000 shares of the Company’s common stock,
representing 63.4% of the outstanding shares, from Corporate Services
International Inc., which is owned by Michael Anthony, who was the sole officer
and sole director of Apogee Robotics.  On the same date, pursuant to
the Stock Purchase Agreement, Mr. Anthony elected Zhenyu Shang to serve as a
member of the Board of Directors, and then Mr. Anthony resigned from his
positions as sole member of the Board and as sole officer of Apogee
Robotics.  Mr. Shang then elected himself to serve as Chief Executive
Officer and Chief Financial Officer of Apogee Robotics.
  25
  SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 Apogee
      Robotics, Inc.By:
              /s/ Zhenyu
      ShangZhenyu
      Shang, Chief Executive Officer
 
 In
accordance with the Exchange Act, this Report has been signed below on October
14, 2008 by the following persons, on behalf of the Registrant and in the
capacities and on the dates indicated.
 
 /s/ Zhenyu
Shang____
 Zhenyu
Shang, Director
 Chief
Executive Officer, Chief
 Financial
and Accounting Officer
   26