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): ~~April~~October 2611, 2006

AmeriVest Properties Inc.

(Exact name of small business issuer as specified in its charter)

Maryland	~~1-14462~~	841-~~1240264~~14462	84-1240264
(State or other jurisdiction of	(Commission File No.)	(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)		(Commission File No.)	(I.R.S. Employer Identification No.)
incorporation or organization)		Identification No.)
1780 South Bellaire Street, Suite 100, Denver, Colorado 80222
(Address of principal executive offices)
(303) 297-1800
(Registrant’s telephone number)
N/A
(Former Name or Former Address, if Changed Since Last Report)

1780 South Bellaire Street Suite 100, Denver, Colorado 80222

(Address of principal executive offices)

(303) 297-1800

(Registrant’s telephone number)

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

x o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

~~Item~~ITEM 1.01 ~~Entry~~ENTRY ~~Into~~INTO aA ~~Material~~MATERIAL ~~Definitive~~DEFINITIVE ~~Agreement~~AGREEMENT

AsOn October ~~part~~11, ~~the~~2006, ~~appointment~~AmeriVest ofProperties MsInc. ~~Sheri~~(the ~~Henry~~“Company”) ascompleted ~~Chief~~the sale ~~Financial~~of ~~Officer~~its ofParkway ~~AmeriVest~~Centre ~~Properties~~III ~~Inc.~~office ~~(described~~building in ~~Item 5.02 below)~~Dallas, ~~AmeriVest~~ ~~and~~Texas ~~Ms.~~to ~~Henry~~Koll/PER, ~~entered~~LLC (“Koll/PER”), ~~into~~ a ~~Change~~limited inliability ~~Control~~company ~~and~~owned ~~Term~~by ~~Employment Agreement~~The ~~dated~~Koll ~~April~~Company 26of Newport Beach, ~~2006. A~~California ~~copy of~~and the ~~agreement~~Public isEmployee ~~included~~Retirement ~~under~~System ~~Item~~of 9Idaho.~~01(d)~~ asParkway Centre ~~Exhibit~~III ~~10.1~~is tothe ~~this~~fourth ~~report and~~property isto ~~included~~close inunder ~~this~~the ~~Item~~Company’s byPurchase ~~reference.~~ and ~~The~~Sale ~~summary below~~Agreement isdated ~~qualified~~July in17, ~~its~~2006 ~~entirety~~with byKoll/PER, ~~the~~a ~~terms~~copy of ~~the~~which ~~agreement. Capitalized~~was ~~terms~~filed ~~have~~as Exhibit 2.1 to the ~~meanings~~Company’s ~~ascribed to~~Form ~~them~~10-Q infor the ~~agreement~~period ended June 30, 2006.

~~Under~~Parkway Centre ~~the~~III, ~~terms~~a of152,396 ~~the agreement~~square-foot office property, Mswas sold for $25,575,000. ~~Henry~~ The ~~will~~cash ~~receive~~proceeds anof ~~annual~~approximately ~~base~~$10 ~~salary~~million, after assignment of ~~$100~~the first mortgage,~~000~~ closing costs and adjustments, will be accumulated with other proceeds ~~commencing~~and ~~June 1~~made available, ~~2006~~subject to the expenses, ~~for~~liabilities anand ~~initial~~other ~~term~~costs of ~~employment~~the Company, ~~ending~~for ondistribution to stockholders under the plan of liquidation ~~December~~approved ~~31,~~by ~~2006~~its stockholders. ~~Ms.~~ ~~Henry~~The ~~shall~~Board beof ~~eligible~~Directors has not yet established any dates for athe ~~bonus~~payment ~~payable~~of inliquidation distributions. There can be no ~~cash~~assurance inwith anrespect to the timing or amount of upany todistribution ~~$10~~or distributions by the Company,~~000~~ ~~per~~or ~~quarter~~that ~~during~~any ~~the~~other ~~Employment~~closings ~~Period,~~will occur under the Purchase and ~~thereafter~~Sale atAgreement anor ~~amount~~otherwise. toThis besummary ~~determined~~above is qualified in its entirety by the ~~Board~~press release relating to the sale of ~~Directors,~~Parkway ~~based~~Centre III, onwhich ~~Ms.~~is ~~Henry’s~~included ~~successful~~under ~~completion~~Item of9.01(d) ~~various~~as ~~criteria~~Exhibit as99.1 ~~determined~~to bythis ~~the Chief~~Current ~~Executive~~Report ~~Officer. Continued~~on ~~employment~~Form ~~will~~8-K beand atincorporated ~~AmeriVest’s~~into ~~option~~this Item by reference.

~~The~~ITEM ~~agreement provides that upon a Change of Control, any and all common shares, options, or other forms of securities issued by AmeriVest and beneficially owned by Ms~~2.01 ~~Henry~~COMPLETION ~~(whether granted~~OF ~~before~~ACQUISITION orOR ~~after~~DISPOSITION ~~the~~OF date of the Change of Control Agreement) that are unvested, restricted, or subject to any similar restriction that would otherwise require continued ownership by Ms. Henry beyond the Change of Control Date in order to be vested in the hands of Ms. Henry, shall vest automatically. In addition, if during the Protection Period following a Change of Control Date, Ms. Henry’s employment is terminated by AmeriVest other than for Cause or disability or other than as a result of Ms. Henry’s death, or upon the expiration of Ms. Henry’s initial term of employment, AmeriVest fails to extend to Ms. Henry an offer of continued employment with AmeriVest for a period of at least three (3) months, at a total minimum annual compensation rate of $160,000.00, the Company (which means AmeriVest or, if appropriate, its successor) shall pay to Ms. Henry in a lump sum in cash, within 10 days after the date of termination, the aggregate of the following amounts: accrued but unpaid base salary and vacation pay; a severance amount equal to a 1.0 multiple of her Annual Compensation; and the value of any options or SARs held by Ms. Henry. The Severance Benefit would be reduced as described below if the Accountants determine (A) that Ms. Henry would, by reason of Section 4999 of the Internal Revenue Code, be required to pay an excise tax on any part of the Severance Benefit or any part of any other payment or benefit to which Ms. Henry is entitled under any plan, practice, policy, or program, and (B) the amount of the Severance Benefit that Ms. Henry would retain on an after-tax basis, present value basis would be increased as a result of such reduction by an amount of at least $5,000. If the Severance Benefit is required to be reduced, it shall be reduced only to the extent required, in the opinion of the Accountants, to prevent the imposition upon Ms. Henry of the tax imposed under Section 4999 of the Code. The Company shall determine which elements of the Severance Benefit shall be reduced to conform to this requirement. Any determination made by the Accountants shall be conclusive and binding on Ms. Henry. The agreements also contain customary provisions regarding non-ASSETS

2Please see the disclosure in Item 1.01 of this Current Report on Form 8-K, which is included in this Item by reference.

~~exclusivity~~Pro forma financial information relating to this transaction is contained in Item 9.01(b) below. On August 17, 2006, the Company completed the sale of ~~rights~~its Greenhill Park office building in Dallas, ~~confidentiality~~Texas to Koll/PER. On September 21, 2006, ~~successors~~the Company completed the sale of its Scottsdale Norte office building in Scottsdale, ~~notices~~Arizona to Koll/PER. On September 28, 2006, the Company completed the sale of its Hackberry View office building in Dallas, Texas to Koll/PER. ~~termination~~The Greenhill Park, Scottsdale Norte and ~~other~~Hackberry ~~similar~~View ~~matters~~dispositions are combined and included in the accompanying pro forma financial information as the “Previously Reported Dispositions.” Please see the respective Form 8-K’s filed with the Securities Exchange Commission to review the Previously Reported Dispositions pro forma adjustments.

In addition, Ms. Kathryn L. Hale, whose term as Chief Financial Officer of the AmeriVest will end on May 31, 2006, has clarified that she is seeking to receive the benefits she is entitled to receive under Section 4(e) of her Amended Change in Control and Term Employment Agreement dated December 16, 2005, regardless of whether or not the security holders approve a complete plan of liquidation on or before May 31, 2006, and that she waives any rights to the receive the benefits under Sections 6 and 7 of the Agreement relating to a “Change of Control” event.2

~~Item~~ITEM 59.0201 ~~Departure~~FINANCIAL ofSTATEMENTS ~~Directors~~AND ~~or Principal Officers; Election of Directors; Appointment for Principal Officers.~~EXHIBITS

~~On April 27, 2006, AmeriVest announced that Ms. Sheri Henry would become the Chief Financial Officer of AmeriVest, effective June 1, 2006. A copy of the press release is included under Item 9.01~~(db) Pro asforma ~~Exhibit~~financial ~~99.1~~information ~~to this report and is included in this Item by reference.~~(unaudited)

~~Item~~The following ~~8.01~~unaudited ~~Other~~Pro ~~Events.~~Forma Condensed Consolidated Financial Statements are included with this report:

~~AmeriVest~~Pro ~~has discovered~~Forma ~~that~~Condensed ~~incorrect~~Consolidated ~~proxy~~Statement ~~cards~~of ~~were~~Net ~~erroneously~~Assets ~~mailed~~in toLiquidation ~~its~~as ~~stockholders along~~of ~~with~~June ~~its~~30, ~~notice~~2006 of(unaudited) ~~Annual~~Pro ~~Meeting~~Forma ofCondensed ~~Stockholders. Specifically,~~Consolidated ~~Proposal~~Statement 2of ~~should~~Changes ~~state~~in ~~that the~~Net ~~term~~Assets in Liquidation for the ~~Directors~~period ~~elected~~June ~~will~~1, ~~run~~2006 ~~until~~to ~~the~~June ~~Annual~~30, ~~Meeting~~2006 (unaudited) Pro Forma Condensed Consolidated Statements of ~~Stockholders~~ toOperations be(Going ~~held~~Concern inBasis): ~~the~~Year ~~year~~ended ~~2007~~December 31, ~~and~~ ~~the~~2005 ~~slate~~(unaudited) ofFive ~~directors~~months ~~should~~ended ~~include:~~May 31, 2006 (unaudited) Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited)

~~Robert~~As Wa result of the approval of the plan of liquidation (the “Plan”) by our stockholders, we adopted the liquidation basis of accounting as of June 1, 2006, and for all subsequent periods. ~~Holman~~Accordingly, all Jrassets have been adjusted to their estimated net realizable value. Liabilities, including estimated costs associated with implementing the Plan, have been adjusted to their estimated settlement amounts. The estimates of the Company’s assets and liabilities will be periodically reviewed and adjusted as appropriate. The estimates for the valuation of real estate held-for-sale is based on the Purchase and Sale Agreement with Koll/PER, net of estimated selling costs and other potential costs relating to the liquidation. Actual values realized for assets and settlement of liabilities may differ materially from the amounts estimated. Estimated future cash flows from property operations were made based on the anticipated sales dates of the assets. However, due to the uncertainty in the timing of the anticipated sales dates and the cash flows therefrom, revenues and expenses generated by operations may differ materially from amounts estimated. These amounts are presented in the accompanying historic Statement of Net Assets in Liquidation at June 30, 2006. The net assets represent the estimated liquidation value of our assets available to our stockholders upon liquidation. The actual settlement amounts realized for assets and settlement of liabilities may differ materially, perhaps in adverse ways, from the amounts estimated. As such, it is not possible to predict the aggregate amount or timing of future distributions to stockholders and no assurance can be given that the eventual amount of distributions to be paid will equal or exceed the estimated net assets in liquidation included in the financial statements.

~~John~~The unaudited APro Forma Condensed Consolidated Statement of Net Assets in Liquidation as of June 30, 2006, reflects the financial position of the Company after giving effect to the disposition of Greenhill Park, Scottsdale Norte and Hackberry View (together referred to as Previously Reported Dispositions) and Parkway Centre III, as discussed in Item 2.01, ~~Labate~~as if such dispositions took place on June 30, 2006. The unaudited Pro Forma Condensed Consolidated Statements of Operations for the fiscal year ended December 31, 2005 and the five months ended May 31, 2006 give effect to the disposition of Greenhill Park, Scottsdale Norte, Hackberry View and Parkway Centre III as if such dispositions occurred on January 1, 2005.

~~Jerry~~The unaudited J.Pro ~~Tepper~~Forma Condensed Consolidated Financial Statements have been prepared by the Company based upon historical financial statements of the Company, the operations of the

~~Systems for telephone and internet voting have been updated to reflect the correct slate of directors.~~3

~~There~~properties sold, ~~are~~and noassumptions ~~corrections~~deemed proper by management and have been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for the inclusion in the Form 8-K to be filed by ~~Proposal~~AmeriVest 1Properties Inc. The unaudited Pro Forma Condensed Consolidated Financial Statements presented herein are shown for illustrative purposes only and are not necessarily indicative of the future financial position or future results of operations of the Company, or of the financial position or results of operations of the Company that would have actually occurred had the sales been consummated on the ~~proxy~~date ~~card~~indicated. ~~regarding~~The unaudited Pro Forma Condensed Consolidated Financial Statements should be read in conjunction with the historical ~~proposed~~financial ~~plan~~statements and related notes of ~~liquidation~~the Company previously filed with the Securities and Exchange Commission.

~~If a stockholder has already mailed the previously sent proxy card, it will be necessary for the stockholder to mail the corrected card~~(d) Exhibits. ~~By doing this, it will supersede the previous vote.~~

~~Item~~Exhibit 999.011 Press ~~Financial~~Release ~~Statements~~dated ~~and~~October ~~Exhibits~~11, 2006.

~~(d) Exhibits.~~4

~~10.1 Change in Control and Term Employment Agreement dated April 26, 2006.~~SIGNATURES

~~99.1 Press~~Pursuant ~~Release~~to ~~dated~~the ~~April~~requirements 27of the Securities Exchange Act of 1934, ~~2006~~the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMERIVEST PROPERTIES INC.


Dated: October 13, 2006
	By:	/s/ Sheri D. Henry
			Sheri D. Henry
			Chief Financial Officer

~~SIGNATURES~~5

~~Pursuant to the requirements of the Securities Exchange Act of 1934,~~AMERIVEST ~~the~~PROPERTIES ~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~INC.

	AmeriVest Properties Inc.
Date: May 2, 2006	By:	/s/ Kathryn L. Hale
		Kathryn L. Hale
		Chief Financial Officer

Condensed Consolidated Statement of Net Assets in Liquidation

4June 30, 2006

~~EXHIBIT INDEX~~ (unaudited)

Exhibit No.	Description
	Historical		Previously Reported Dispositions			Parkway Centre III Pro Forma Adjustments			Pro Forma
10.1	Change in Control and Term Employment Agreement dated April 26, 2006.
ASSETS
99.1	Press Release dated April 27, 2006.
Real estate assets	$	255,936,884	$	(64,059,191	)	$	(25,189,267	)(a)	$	166,688,426
Cash and cash equivalents	2,110,527		(200		)	(100		)(a)
			44,790,829			9,944,592		(b)	56,845,648
Escrow deposits	3,530,952		(716,388		)	—			2,814,564
Accounts receivable	255,887		(102,072		)	(15,575		)(a)	138,240
Prepaid expenses and other assets	538,767		(114,659		)	(47,457		)(a)	376,651
Total assets	$	262,373,017	$	(20,201,681	)	$	(15,307,807	)	$	226,863,529
LIABILITIES
Secured mortgage loans and notes payable	$	126,440,168	$	(18,608,808	)	$	(14,637,577	)(a)	$	93,193,783
Accounts payable and accrued expenses	2,544,637		(338,411		)	(146,508		)(a)	2,059,718
Accrued real estate taxes	2,395,972		(546,922		)	(271,078		)(a)	1,577,972
Prepaid rents and security deposits	2,609,261		(707,540		)	(252,644		)(a)	1,649,077
Estimated net liability for costs during the liquidation period	6,227,674		191,629			78,920		(c)	6,498,223
Total liabilities	140,217,712		(20,010,052		)	(15,228,887		)	104,978,773
Net assets in liquidation (available to common stockholders)	$	122,155,305	$	(191,629	)	$	(78,920	)	$	121,884,756

5See accompanying notes to the pro forma condensed consolidated financial statements.

F-1

AMERIVEST PROPERTIES INC.

Condensed Consolidated Statement of Changes in Net Assets in Liquidation

June 30, 2006

(unaudited)

	Historical			Previously Reported Dispositions			Parkway Centre III Pro Forma Adjustments			Pro Forma
Net assets in liquidation on June 1, 2006	$	122,579,044		$	—		$	—		$	122,579,044
Change in estimated net assets in liquidation	(423,739		)	(191,629		)	(78,920		)(c)	(694,288		)
Net assets in liquidation at June 30, 2006	$	122,155,305		$	(191,629	)	$	(78,920	)	$	121,884,756

See accompanying notes to the pro forma condensed consolidated financial statements.

F-2

AMERIVEST PROPERTIES INC.

Condensed Consolidated Statement of Operations

Year Ended December 31, 2005

(Going Concern Basis)

(unaudited)

	Historical			Previously Reported Dispositions			Parkway Centre III Pro Forma Adjustments			Pro Forma
Real Estate Operating Revenue:
Rental revenues	$	34,869,604		$	(8,203,776	)	$	(3,576,582	)(d)	$	23,089,246
Real Estate Operating Expenses:
Property operating expenses—
Operating expenses	9,417,061			(2,680,339		)	(1,019,542		)(d)	5,717,180
Real estate taxes	4,728,154			(986,373		)	(589,798		)(d)	3,151,983
General and administrative expenses	4,720,958			—			—			4,720,958
Interest expense	11,996,147			(2,322,617		)	(697,263		)(d)	8,976,267
Depreciation and amortization expenses	12,763,733			(2,916,984		)	(1,651,939		)(d)	8,194,810
Strategic alternative expenses	708,491			—			—			708,491
Impairment of investment in real estate	4,889,082			—			—			4,889,082
Total operating expenses	49,223,626			(8,906,313		)	(3,958,542		)	36,358,771
Income (Loss) from continuing operations	(14,354,022		)	702,537			381,960			(13,269,525		)
Other Income (Loss):
Interest income	114,095			(5,410		)	—			108,685
Total other income (loss)	114,095			(5,410		)	—			108,685
Income (Loss) before discontinued operations	(14,239,927		)	697,127			381,960			(13,160,840		)
Discontinued operations	3,541,614			—			—			3,541,614
Net earnings (loss)	$	(10,698,313	)	$	697,127		$	381,960		$	(9,619,226	)
Loss per Share – Basic and Diluted:
Net loss before discontinued operations	$	(0.59	)	$	0.03		$	0.01	(d)	$	(0.55	)
Discontinued operations, net	0.15			—			—			0.15
Net loss	$	(0.44	)	$	0.03		$	0.01		$	(0.40	)
Weighted Average Common Shares Outstanding:
Basic	24,062,330									24,062,330
Diluted	24,062,330									24,062,330

See accompanying notes to the pro forma condensed consolidated financial statements.

F-3

AMERIVEST PROPERTIES INC.

Condensed Consolidated Statement of Operations

Five Months Ended May 31, 2006

(Going Concern Basis)

(unaudited)

	Historical			Previously Reported Dispositions			Parkway Centre III Pro Forma Adjustments			Pro Forma
Real Estate Operating Revenue:
Rental revenues	$	14,548,386		$	(3,622,374	)	$	(1,555,106	)(d)	$	9,370,906
Real Estate Operating Expenses:
Property operating expenses—
Operating expenses	4,254,952			(1,243,132		)	(393,578		)(d)	2,618,242
Real estate taxes	1,812,772			(419,379		)	(178,232		)(d)	1,215,161
General and administrative expenses	2,084,652			—			—			2,084,652
Interest expense	3,533,086			(642,175		)	(285,907		)(d)	2,605,004
Depreciation and amortization expenses	5,265,388			(1,072,096		)	(726,515		)(d)	3,466,777
Strategic alternative and liquidation expenses	249,435			—			—			249,435
Total operating expenses	17,200,285			(3,376,782		)	(1,584,232		)	12,239,271
Income (Loss) from continuing operations	(2,651,899		)	(245,592		)	29,126			(2,868,365		)
Other Income:
Interest income	129,747			—			—			129,747
Total other income	129,747			—			—			129,747
Income (Loss) before discontinued operations	(2,522,152		)	(245,592		)	29,126			(2,738,618		)
Discontinued operations	15,046,598			—			—			15,046,598
Net earnings (loss)	$	12,524,446		$	(245,592	)	$	29,126		$	12,307,980
Earnings per Share – Basic and Diluted:
Net loss before discontinued operations	$	(0.10	)	$	(0.01	)	$	—		$	(0.11	)
Discontinued operations, net	0.62			—			—			0.62
Net earnings	$	0.52		$	(0.01	)	$	—		$	0.51
Weighted Average Common Shares Outstanding:
Basic	24,124,735									24,124,735
Diluted	24,128,907									24,128,907

See accompanying notes to the pro forma condensed consolidated financial statements.

F-4

AMERIVEST PROPERTIES INC.

Notes to Pro Forma Condensed Consolidated Financial Statements

(unaudited)

(a) To eliminate the assets and liabilities included in the statement of net assets in liquidation of Parkway Centre III as of June 30, 2006.

(b) Represents the proceeds from the disposition:

Sales proceeds	$	25,575,000
Closing costs	(1,112,628		)
Repayment of mortgage	(14,517,780		)
Cash received at closing	$	9,944,592

(c) To eliminate the change in estimated net assets in liquidation of Parkway Centre III as of June 30, 2006.

(d) To eliminate the results of operations of Parkway Centre III for the twelve months ended December 31, 2005 and the five months ended May 31, 2006. The pro forma results exclude the impact of the gain on the sale of the property.

F-5

EXHIBIT INDEX

Exhibit No.		Description

99.1		Press Release dated October 11, 2006.

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