8-K 1 t305596.txt -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 11, 2009 APC GROUP, INC. (Exact name of small business issuer as specified in its charter) Nevada 20-1069585 (State or other jurisdiction of (IRS Employer Identification No.) Incorporation or Organization) 000-52789 Commission File Number 3526 Industrial Avenue, Fairbanks, AK 99701 (Address of principle executive offices) (907) 457-2501 (Registrant's telephone number, including area code) 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. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Effective August 11, 2009, the client auditor relationship between APC Group, Inc. (the "Company") and Malone & Bailey, P.C. ("Malone") ceased as the former principal independent public accountant was dismissed. On that date, the Company's Board of Directors approved a change of accountants and the Company's management engaged Killman, Murrell & Company, P.C. ("Killman") as the Company's principal independent public accountant for the fiscal quarters ending May 31, and August 31, 2009 and the fiscal year ending November 30, 2009. Malone audited the balance sheet of the Company as of November 30, 2008 and November 30, 2007 and the related statement of operations, statement of stockholders' equity, and the statement of cash flows for the years then ended. Malone's report on the Company's financial statements for the fiscal years ended November 30, 2008 and November 30, 2007, and any later interim period, including the interim period up to and including the date Malone was dismissed did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles except for concerns about the Company's ability to continue as a going concern. During the Company's two most recent fiscal years ended November 30, 2008 and November 30, 2007, and any subsequent interim period, including the interim period up to and including the date Malone was dismissed, there were no disagreements with Malone on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which disagreement(s), if not resolved to the satisfaction of Malone would have caused Malone to make reference to the subject matter of the disagreement(s) in connection with its report on the Company's financial statements. There have been no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K during the Company's fiscal years ended November 30, 2008 and November 30, 2007, and any later interim period, including the interim period up to and including the date Malone was dismissed. During the Company's two most recent fiscal years ended November 30, 2008 and November 30, 2007, and any subsequent interim period, including the interim period up to and including the date malone was dismissed, neither the Company nor anyone on the Company's behalf consulted Killman regarding (i) either the application of accounting principles to a specified transaction, either completed or proposed, or (ii) the type of audit opinion that might be rendered on the Company's financial statements and the Company was not provided a written report or oral advice that Killman concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(l)(iv) of Regulation S-K) or a reportable event (as described in Item 304 (a)(l)(v) of Regulation S-K). The Company requested Malone to furnish a letter addressed to the Securities and Exchange Commission ("Commission") stating whether it agrees with statements made by the Company in response to Item 304 of Regulation S-K. A copy of the letter is attached as an exhibit to this report. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. --------------------- ----------------------------------- Exhibit No. Description --------------------- ----------------------------------- --------------------- ----------------------------------- 16.1* Letter from Malone & Bailey, P.C. --------------------- ----------------------------------- * Filed herein. SIGNATURES Pursuant to the requirement 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. Date: August 13, 2009 APC Group, Inc. /S/ KENNETH S. FORSTER ---------------------- Kenneth S. Forster President and Chief Executive Officer

UNITED STATES

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

Date of Report (Date of earliest event reported) May 1st, 2009

APC GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation)	000-52789 (Commission File Number)	20-1069585 (IRS Employer Identification No.)
3526 Industrial Ave, Fairbanks, AK		99701
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (907) 457-2501 N/A (Former name or former address, if changed since last report.)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On May 1st, 2009, APC Group, Inc. (the “Registrant”) made the following public release disclosing its results of operations for its completed first quarterly periods ended February 28th, 2009 and 2008:

APC Group, Inc.’s (OTCBB: APCU) revenues increased $28,722.67, or 78%, to $65,229.23 for the three months ended February 28th, 2009 compared to $36,506.56 for the three months ended February 28th, 2008.

Item 7.01 Regulation FD Disclosure.

On May 1st, 2009, the Registrant issued a press release disclosing its results of operations for its completed first quarterly periods ended February 28th, 2009 and 2008.

A copy of the Registrant's press release is attached to this report and incorporated herein by this reference.

In accordance with General Instruction B.2. of Form 8-K, the information presented under Item 2.02 and 7.01, above, including the exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release issued May 1st, 2009, comparing the three months ended February 28th, 2009 and 2008

SIGNATURES

Pursuant to the requirement 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.

	APC Group, Inc.
Date: May 1st, 2009	By:	/s/ Kenneth S. Forster
		Kenneth S. Forster President and Chief Executive Officer

Filing Compare · APC Group, Inc