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): ~~October~~ 9December 2, ~~2006~~ 2005

Apollo Resources International, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Utah (State or Other Jurisdiction of Incorporation)

(State or Other Jurisdiction of Incorporation)


000-25873 (Commission File Number)		84-1431425 (I.R.S. Employer Identification No.)

3001 Knox Street, Suite 403 Dallas, Texas (Address of Principal Executive Offices)		75205 (Zip Code)

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 (~~214)~~Former ~~389-9800~~Name or Former Address, if Changed Since Last Report)

(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))

~~o Soliciting material pursuant to Rule~~Section ~~14a-12~~2 ~~under~~— ~~the~~Financial ~~Exchange Act (17 CFR 240.14a-12)~~Information

~~o Pre-commencement communications~~Item 2.04 ~~pursuant~~Triggering toEvents ~~Rule 14d-2(b) under~~That ~~the~~Accelerate ~~Exchange~~or ~~Act~~Increase ~~(17~~a Direct Financial Obligation or an ~~CFR~~Obligation ~~240.14d~~under an Off-~~2(b))~~Balance Sheet Arrangement

~~o Pre~~On July 6, 2005 and as filed by Company with the SEC in Current Report on Form 8-~~commencement~~K on July ~~communications~~14, 2005, Company entered into that certain note and warrant purchase agreement, pursuant to which Company sold up to ~~Rule~~$3.5 ~~13e-4(c)~~ million senior convertible notes, as amended, as well as warrants and additional investment rights and entered into those certain registration rights agreements, as amended. Such notes are due in 2007 and were made to several institutional and accredited investors in a private placement exempt from registration under the ~~Exchange~~Securities Act of 1933 (17collectively “Convertible Notes”). Such investors are ~~CFR~~as ~~240~~follows: Cranshire Capital LP, Crescent International, Ltd.~~13e-4(c))~~, Iroquois Master Fund Ltd., Omicron Master Trust, Rockmore Investment Master Fund, Portside Growth and Opportunity Fund, RHP Master Fund, Ltd., Smithfield Fiduciary LLC, SRG Capital LLC, and Sunrise Equity Partners, LP.

~~Section~~Pursuant 5to —the terms of each respective senior secured promissory note, the Company was ~~Corporate~~obligated ~~Governance~~to register its shares of common stock and ~~Management~~upon such registration, the failure of the Registration Statement to be declared effective by the Securities and Exchange Commission on or prior to the date which is one hundred twenty (120) days after the closing date would constitute an event of default. The Company has not registered its shares and therefore an event of default has occurred on or about December 3, 2005 under each respective secured promissory note. However, the failure of the Registration Statement to be declared effective was due in part to the SEC’s position as taken in its comment to the Company’s Registration Statement filing. Such position deemed that those shares granted under an additional investment right provision of the noteholders’ Note and Warrant Purchase Agreement did not meet the criteria for registration under Rule 415 of Regulation C (17 C.F.R. §230.415).

~~Item~~Further, ~~5.02.~~pursuant ~~Departure~~to the terms of ~~Directors~~each orrespective ~~Principal~~senior ~~Officers;~~secured ~~Election~~promissory ofnote, ~~Directors;~~the Company ~~Appointment~~was obligated to repay 1/24th of ~~Principal~~the ~~Officers~~respective principal balances until paid in full.

~~(b)~~Of ~~Apollo~~the ~~Resources~~eight ~~International~~original holders of the Convertible Notes, ~~Inc~~five have been paid in full. ~~regrets~~The Company toand the remaining three noteholders have entered into active settlement ~~announce~~negotiations. Of the ~~passing~~total remaining aggregate principal balance of ~~George~~$259,733 Gdue to the three remaining noteholders, principal and interest payments were last made on April 17th, 2007. ~~Lowrance~~As such, the non-payment of principal and interest previously due and payable constitutes a ~~member~~default under each of ~~its~~the ~~board~~respective remaining Convertible Notes; however, as a result of ~~directors~~such April 17th, 2007 payment, all principal and interest has been brought ~~due~~current pursuant to ~~illness~~the terms of the Convertible Notes.

2Section 3 — Securities and Trading Markets

~~SIGNATURES~~Item 3.02 Unregistered Sales of Equity Securities

~~Pursuant~~ On toDecember 2, 2005, the Company, in two separate securities purchase agreements pursuant to ~~requirements~~Regulation S, ofsold ~~the~~to ~~Securities~~Mercatus ~~Exchange~~& ~~Act~~Partners, LP (“Mercatus”) a total of ~~1934~~14,854,930 ~~the~~unregistered shares ~~registrant~~of ~~has~~its ~~duly caused~~common ~~this~~stock ~~report~~(“Stock”) toat bea ~~signed~~discount onof ~~its~~15% ~~behalf~~or by$0.272 ~~the~~per ~~undersigned~~share, ~~hereunto~~totaling ~~duly~~$4,040,541, ~~authorized~~payable in U.S. dollars within thirty days thereof.

		Apollo Resources International, Inc.
		(Registrant)
Date:	October 13, 2006	By:	/s/ Dennis G. McLaughlin, III
			Dennis G. McLaughlin, III,
			Chief Executive Officer

Mercatus failed to pay for the Stock and therefore an event of default occurred.

3 The parties have entered into active settlement negotiations and the Company has recovered $585,360 to date.

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: May 08, 2007	By:	/s/ Dennis G. McLaughlin, III
		Dennis G. McLaughlin, III,
		Chief Executive Officer

Filing Compare · APOLLO RESOURCES INTERNATIONAL INC