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):  June 30, 2005

 

Apollo Resources International, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Utah

(State or Other Jurisdiction of Incorporation)

 

000-25873

 

84-1431425

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

 

 

3001 Knox Street, Suite 403
Dallas, Texas

 

75205

(Address of Principal Executive Offices)

 

(Zip Code)

 

(214) 389-9800

(Registrant’s Telephone Number, Including Area Code)

 

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 1.01.  Entry into a Material Definitive Agreement and Item 3.02  Unregistered Sale of Equity Securities.

 

Effective June 30, 2005, Apollo Resources International, Inc. (the “Company”) executed a Note and Warrant Purchase Agreement to complete a $3.0 million private placement financing in the form of 8% convertible notes, with detachable warrants. The financing includes an additional investment right, contemplating the purchase of an equivalent principal amount of convertible notes with detachable warrants. If the additional investment right and all accompanying warrants are exercised, an additional $10.2 million would be available to the Company. The funds will be used for working capital, debt repayment and capital expenditures to enhance existing assets. The full text of this agreement is attached as an exhibit to this filing.

 

Exhibits:

 

1.1

 

Press Release dated July 6, 2005

 

 

 

1.2

 

Note and Warrant Purchase Agreement

 

 

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.

 

 

Apollo Resources International, Inc.

 

 

(Registrant)

 

 

 

Date:

July 14, 2005

 

By:

/s/ Dennis G. McLaughlin, III

 

 

 

Dennis G. McLaughlin, III

 

 

Chief Executive Officer

 

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