








UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 24, 2007




AQUAPRO CORPORATION
 (Exact name of registrant as specified in its chapter)






	
	TENNESSEE

	000-29258

	62-1598919


	(State or other jurisdiction

	(Commission

	(IRS Employer


	of incorporation)

	File Number)

	Identification No.)







	2425 East Camelback Road, Suite 1075, Phoenix, Arizona

	85016


	(Address of principal executive offices)

	(Zip Code)







Registrant's telephone number, including area code: 602-852-5445
 (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:


    [  ] 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))






















SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS




Item 1.01 - Entry into a Material Definitive Agreement




The undersigned believes that the registrant has not engaged in any material business operations for approximately the last four years.  The registrant has not filed the periodic reports required by the Securities and Exchange Commission since February 14, 2003.  In addition, on or about March 21, 2003, the registrant’s corporate charter was no longer in good standing with the State of Tennessee.  Accordingly, the undersigned believes that the registrant abandoned its business.


Pursuant to the “Order for Default Judgment” dated April 24, 2007 (the "Order"), the Chancery Court for Davidson County, Tennessee appointed David B. Stocker as custodian of the registrant “with all powers specified in Tenn. Code Ann. Section 48-24-403, including but not limited to, as follows:



to exercise all of the powers of the Corporation, through or in place of its board of directors or officers, for purposes of reinstating the corporate charter, locating the financial records of the Corporation and to file tax returns and information statements to permit it to resume its status of good standing, and to otherwise restore, manage and/or wind up the business and prospects of the Corporation, for the benefit of all of the shareholders and any creditors of the Corporation.”


In accordance with the Order, Mr. Stocker appointed himself as sole interim director and president.  In addition, the registrant hired 930 Investments, LLC, a business consulting firm ("930I"), for the purpose of assisting the registrant in its efforts to salvage value for the benefit of its shareholders.  930I has also agreed to advise the registrant as to potential business combinations.  Mr. Stocker, an attorney, is the manager of 930I.  



As of May 9, 2007, Mr. Stocker, on behalf of 930I, has contributed approximately $20,000, and 930I obligated itself to contribute an additional $15,000 as paid in capital to the registrant.  The registrant is to use these funds to pay the costs and expenses necessary to revive the registrant's business operations.  Such expenses include, without limitation, fees to reinstate the registrant's corporate charter with the State of Tennessee, payment of any past due franchise taxes, settling all past due accounts with the registrant's transfer agent, and accounting and legal fees.  930I has agreed to continue to contribute such additional funds as are necessary to accomplish these goals.



In consideration for these services and capital contribution(s), the registrant issued 10,000,000 shares of its common stock to 930I representing approximately 67% of its common stock outstanding as of May 9, 2007.

SECTION 3 - SECURITIES AND TRADING MARKETS

Item 3.02 - Unregistered Sale of Equity Securities

On or about April 25, 2007, the registrant issued 10,000,000 shares of its common stock to 930I in exchange for $35,000. See Item 1.01 above.

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.01 - Changes in Control of Registrant

Pursuant to the Order and the arrangement with 930I, the registrant issued 10,000,000 shares of its common stock to 930I representing approximately 67% of the common stock outstanding as of May 9, 2007. See Item 1.01, above.

Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Pursuant to the Order, David B. Stocker has been appointed sole director and officer of the registrant. See 1.01, above.

SECTION 8 - OTHER EVENTS

Item 8.01 - Other Events

At the direction of David B. Stocker, and as of this date, the registrant intends to update all regulatory filings and establish business operations that will enhance shareholder value.

SIGNATURES

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

Date: May 9, 2007

AQUAPRO CORPORATION

By: /s/ David B. Stocker

Name: David B. Stocker

Title: Court-appointed Custodian and Interim Director

TENNESSEE	000-`29258`	62-1598919
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2425 East Camelback Road, Suite 1075, Phoenix, Arizona	85016
(Address of principal executive offices)	(Zip Code)

AQUAPRO CORP 8-K