8-K

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 7, 2006

APO Health, Inc.

(Exact name of registrant as specified in its charter)

Nevada	00030074	86-0871787
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3590 Oceanside Road, Oceanside, New York 11575

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code:

(800) 365-2839

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 (see General Instruction A.2. below):

¨ 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 1.01 Entry into a Material Definitive Agreement.

(a)(1) and (a)(2)

On April 7, 2006, the Registrant entered into Debt Conversion Agreements with six individuals who have converted the aggregate accrued and outstanding consulting fees, totaling approximately $51,950, into shares of common stock of the Registrant at a conversion price of $0.004 per share.

As a result of the debt conversion and the issuance of certificates representing the shares of common stock issuable to the individuals by reason of the debt conversion, the Registrant’s obligations to the individuals have been satisfied in full and the consultants no longer have any claims or demands against the Registrant. Shares issued to one individual were registered on a Form S-8 registration statement filed with the Commission.

Item 3.02 Sale of Unregistered Securities

On April 7, 2006, the Registrant entered into Debt Conversion Agreements with five individuals who have converted the aggregate accrued and outstanding consulting fees, totaling approximately $31,450, into shares of common stock of the Registrant at a conversion price of $0.004 per share. The shares were issued by the Registrant pursuant to Section 4(2) of the Securities Act of 1933, as amended. No directed selling efforts were conducted in connection with the offer and sale of the securities.

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Statements contained in this document that are not based on historical facts are “forward-looking statements”. Terms such as “anticipates”, “believes”, “estimates”, “expects”, “plans”, “predicts”, “may”, “should”, “will”, the negative thereof and similar expressions are intended to identify forward- looking statements. Such statements are by nature subject to uncertainties and risks, including but not limited to: APO’s reliance on certain major clients; unanticipated losses of or delays in implementation of client programs; higher than anticipated implementation costs associated with new client programs; the successful combination of revenue growth with operating expense reduction to result in improved profitability and cash flow; government regulation and tax policy; economic conditions; competition and pricing; dependence on APO’s labor force; reliance on technology; telephone and internet service dependence; and other operational, financial or legal risks or uncertainties detailed in APO’s SEC filings from time to time. Should one or more of these uncertainties or risks materialize, actual results may differ materially from those described in the forward-looking statements. APO does not intend to update any of those forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number	Description
10.1	Debt Conversion Agreement - restricted stock
10.2	Debt Conversion Agreement - S-8 stock

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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 thereunto duly authorized.

	APO Health, Inc.
Date: April 7, 2006	By:	/s/ Dr. Jan Stahl
		Dr. Jan Stahl
		President and CEO

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INDEX TO EXHIBITS

 

Exhibit Number	Description
10.1	Debt Conversion Agreement - restricted stock
10.2	Debt Conversion Agreement - S-8 stock

4

EX-10.1

Exhibit 10.1

Debt Conversion Agreement - Restricted Stock

DEBT CONVERSION AGREEMENT

THIS DEBT CONVERSION AGREEMENT (the “Agreement”) is made this 6^th day of April, 2006, by and between the individuals set forth in Exhibit A attached hereto (individually the “Holder”, collectively the “Holders”) and APO Health, Inc., a Nevada corporation having its principle offices located at 3590 Oceanside Road, Oceanside, New York 11575 (the “Company”).

B A C K G R O U N D:

WHEREAS, the Holder has provided services to the Company and the Company is indebted to the Holder for said services in the amount set forth in Exhibit A attached hereto (“Debt”);

WHEREAS the Company has requested that the Holder convert their Debt into shares of common stock (“Common Stock”) of the Company as set forth herein; and

WHEREAS, the Holder and the Company desire to set forth in this Agreement all of the terms and provisions that shall govern their understanding and commitments to consummate the conversion transaction.

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements of the parties hereinafter set forth, the parties hereby agree as follows:

1.Acknowledgment of Debt. The Company and Holder acknowledge that the Company is indebted to Holder in the amount set forth in Exhibit A attached hereto (the “Debt”).

2.Agreement to Convert. Holder hereby agrees to convert the Debt into shares of the Company's Common Stock at the conversion rate of one (1) share of Common Stock for every $0.004 dollars of Debt (with any fractional amount rounded to the nearest whole, and; the Company hereby agrees to issue the shares of its Common Stock to the Holder to convert the Debt into that number of shares of its Common Stock as set forth in Exhibit A attached hereto. The Company hereby further agrees to issue a certificate representing the shares of its Common Stock in the name of Holder as soon as practicable following the execution and delivery of this Agreement.

3.Investment Representation. Holder hereby represents that he shall receive and hold the shares of Common Stock issued to him under the terms of this Agreement as an investment and that he has no present intention to sell or transfer the shares of Common Stock, that the shares of Common Stock are deemed “restricted securities” as defined under Rule 144 promulgated under the Securities Act of 1933, as amended (the “1933 Act”), may not be sold or transferred except pursuant to the registration requirements of the 1933 Act or exemptions therefrom and that the certificate or certificates delivered to Holder representing the shares of Common Stock shall bear the appropriate restrictive legend designating such shares as restricted securities.

4.Issuance Representation. The Company hereby represents: that the shares of Common Stock have been duly created and authorized by the Company's Board of Directors in compliance with the General Corporation Law of the State of Nevada; and; that when issued, the shares of Common Stock shall be validly issued, fully paid and non-assessable.

5.Entire Agreement; Governing Law. This Agreement represents the complete understanding between Holder and the Company with respect to the subject matter identified herein and supersedes any and all previous contracts, agreements or understandings between the parties, whether oral or written, and; the parties agree that this Agreement shall be governed by the laws of the State of Nevada.

6.Legal Representation. Each of the Company and Holder has relied upon the legal advice of their own counsel in the review, preparation, execution and delivery of this Agreement and each shall bear their own costs and expenses in connection therewith.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day, month and year first above written.

APO Health, Inc.		Holder
By:	Dr. Jan Stahl	/s/ Jeffrey Pearlman
	Dr. Jan Stahl	Jeffrey Pearlman
	CEO
		/s/ Louis Fox
		Louis Fox
		/s/ David Loewenstein
		David Loewenstein
		/s/ Joel Fallitz
		Joel Fallitz
		/s/ Ken Leventhal
		Ken Leventhal

EX-10.2

Exhibit 10.2

Debt Conversion Agreement - S-8 Stock

DEBT CONVERSION AGREEMENT

THIS DEBT CONVERSION AGREEMENT (the “Agreement”) is made this 6^th day of April, 2006, by and between the individuals set forth in Exhibit A attached hereto (individually the “Holder”, collectively the “Holders”) and APO Health, Inc., a Nevada corporation having its principle offices located at 3590 Oceanside Road, Oceanside, New York 11575 (the “Company”).

B A C K G R O U N D:

WHEREAS, the Holder has provided services to the Company and the Company is indebted to the Holder for said services in the amount set forth in Exhibit A attached hereto (“Debt”);

WHEREAS the Company has requested that the Holder convert their Debt into shares of common stock (“Common Stock”) of the Company as set forth herein; and

WHEREAS, the Holder and the Company desire to set forth in this Agreement all of the terms and provisions that shall govern their understanding and commitments to consummate the conversion transaction.

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements of the parties hereinafter set forth, the parties hereby agree as follows:

1.Acknowledgment of Debt. The Company and Holder acknowledge that the Company is indebted to Holder in the amount set forth in Exhibit A attached hereto (the “Debt”).

2.Agreement to Convert. Holder hereby agrees to convert the Debt into shares of the Company's Common Stock at the conversion rate of one (1) share of Common Stock for every $0.004 dollars of Debt (with any fractional amount rounded to the nearest whole, and; the Company hereby agrees to issue the shares of its Common Stock to the Holder to convert the Debt into that number of shares of its Common Stock as set forth in Exhibit A attached hereto. The Company hereby further agrees to issue a certificate representing the shares of its Common Stock in the name of Holder as soon as practicable following the execution and delivery of this Agreement.

3.S-8 Registration of shares of Common Stock. The Company hereby agrees to register the shares of Common Stock by filing a Form S-8 Registration Statement covering the shares of Common Stock on the date of this Agreement. The Holder shall take any action reasonably requested by the Company in connection with registration or qualification of the shares of Common Stock under federal or state securities laws.

4.Issuance Representation. The Company hereby represents: that the shares of Common Stock have been duly created and authorized by the Company's Board of Directors in compliance with the General Corporation Law of the State of Nevada; and; that when issued, the shares of Common Stock shall be validly issued, fully paid and non-assessable.

5.Entire Agreement; Governing Law. This Agreement represents the complete understanding between Holder and the Company with respect to the subject matter identified herein and supersedes any and all previous contracts, agreements or understandings between the parties, whether oral or written, and; the parties agree that this Agreement shall be governed by the laws of the State of Nevada.

6.Legal Representation. Each of the Company and Holder has relied upon the legal advice of their own counsel in the review, preparation, execution and delivery of this Agreement and each shall bear their own costs and expenses in connection therewith.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day, month and year first above written.

APO Health, Inc.		Holder
By:	Dr. Jan Stahl	/s/ Allan Pullin
	Dr. Jan Stahl	Allan Pullin
	CEO