UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

[Missing Graphic Reference]

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): ~~January~~May 3010, 2012

AGR Tools, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada	~~000-52043~~	~~98-0480810~~		98-0480810
(State or Other Jurisdiction of Incorporation)	~~(Commission File Number)~~	(~~IRS~~Commission ~~Employer~~File ~~Identification No.~~Number)		(IRS Employer Identification No.)

~~100~~3500 ~~Lido~~Fairmount ~~Circle~~Street, Suite ~~C-1~~501

~~Lakeway~~Dallas, TXTexas ~~78724~~75219

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 936-539-5744

(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 (see General Instruction A.2. below):

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 54.01 Changes in ~~Control~~Registrant’s ofCertifying ~~Registrant~~Accountant.

~~Sale~~Effective May 10, 2012, the sole director and officer who currently fulfills the role of ~~Stock~~the byAudit ~~Beneficial~~Committee ~~Holders~~of AGR Tools, Inc. (the “Company” or “AGR”) and the Board of Directors approved the release of M&K CPAS, PLLC, (“M&K”) as the Company’s registered independent accountant and approved the engagement of Labrozzi & Co., P.A., (“Labrozzi”) as the registered independent public accountant for the Company.

~~G.M.~~During ~~Rock Rutherford, John Kuykendall, and Todd Rutherford (~~the ~~“Sellers”)~~Company’s ~~entered~~two ~~into~~most arecent ~~stock~~fiscal ~~purchase~~years ~~agreement~~and ~~(the~~any ~~“Stock~~subsequent ~~Purchase~~interim ~~Agreement”) with Ular Invest & Finance~~period, ~~Inc.,~~the ~~Derry~~Company ~~Partners,~~did ~~Ltd.,~~not ~~OTUS~~consult ~~Invest~~with &Labrozzi ~~Finance,~~regarding: ~~Inc., Ilhan Mansiz, Volkan Yaman, Nejmittin Cinar, Hidayet Alkevli, Beklan Coskun, and Max Tobler~~ (~~the “Purchasers”~~i) ~~for~~ the ~~sale~~application of ~~shares~~accounting ofprincipals ~~common~~to ~~stock~~any ofspecified ~~AGR~~transactions; ~~Tools, Inc.~~ (~~the “Company” or “AGRT”~~ii)~~. Pursuant~~ to the ~~Stock~~type ~~Purchase Agreement, the Sellers sold an aggregate~~ of ~~Forty~~audit ~~Million~~opinion ~~Two~~that ~~Hundred~~might ~~Sixty-Seven~~be ~~Thousand~~rendered ~~Three~~on ~~Hundred Ninety (40,267,390) shares of the Company~~AGR’s ~~restricted~~financial ~~common~~statements; ~~stock to the Purchasers in consideration for Nine Hundred Dollars~~ (~~$900.00~~iii), ~~each~~written ~~Purchaser’s payment amount coming from their personal funds~~ or ~~working~~oral ~~capital~~advice ~~funds~~was atprovided athat ~~purchase~~would ~~price~~be ofan ~~$0.00002235059~~important ~~per~~factor ~~share.~~considered ~~The Stock Purchase Agreement contains customary representations and warranties~~ by ~~both~~ the ~~Sellers~~Company ~~and~~in ~~the~~reaching ~~Purchasers.~~a ~~The~~decision ~~sale~~as ofto ~~the~~an ~~shares~~accounting, ~~was initiated on December 16~~auditing, ~~2011~~or ~~but~~financial ~~such~~reporting ~~sale~~issues; ~~was~~or ~~not~~(iv) ~~final~~any ~~until~~matter ~~January~~that ~~30,~~was ~~2012.~~the ~~Upon~~subject ~~consummation~~ of ~~the~~a ~~transaction~~disagreement ~~contemplated~~between by the ~~Stock~~Company ~~Purchase~~and ~~Agreement,~~its ~~the~~predecessor ~~Sellers~~auditor ~~will~~as ~~issue~~described toin ~~the~~Item ~~Purchasers~~304(a)(1)(iv) ~~Forty~~or ~~Million~~a ~~Two~~reportable ~~Hundred~~event ~~Sixty-Seven~~as ~~Thousand~~described ~~Three~~in ~~Hundred~~Item ~~Ninety~~ 304(~~40,267,390~~a)(1)(v) ~~shares~~or ofRegulation ~~common stock~~S-K. ~~The number of shares sold by each Seller and distributed to each Purchaser is as follows:~~

Share Ownership before Sale and Purchase:		Share Ownership after Sale and Purchase:
Rock Rutherford:	27,458,950	Ular Invest & Finance, Inc.	4,474,155
John Kuykendall	8,808,440	Derry Partners, Ltd	4,474,155
Todd Rutherford	4,000,000	OTUS Invest & Finance, Inc.	4,474,155
Total	40,267,390	Ilhan Mansiz	4,474,155
		Volkan Yaman	4,474,154
		Nejmittin Cinar	4,474,154
		Hidayet Alkevli	4,474,154
		Beklan Coskun	4,474,154
		Max Tobler	4,474,154
		Total	40,267,390

M&K’s reports for AGR’s financial statements for the two most recent fiscal years ended June 30, 2011 and the subsequent interim periods did not contain any adverse opinion or disclaimer of opinion nor was the report qualified or modified as to uncertainty, audit scope or accounting principals aside from M&K’s report on the financial statements as June 30, 2011 and 2010 which contained explanatory language that substantial doubt existed about AGR’s ability to continue as a going concern due to recurring operating losses and negative cash flows from operations.

~~The~~During ~~total~~the ~~shares~~two most recent fiscal years there were no disagreements between AGR and M&K concerning any matter of ~~common~~accounting ~~stock~~principals ~~sold~~or ~~pursuant~~practices, financial statement disclosure or auditing scope or procedure which disagreements, if not resolved to ~~the~~M&K’s ~~Stock~~satisfaction ~~Purchase~~would ~~Agreement~~have ~~represents~~caused ~~approximately~~them ~~43.85%~~to ofmake ~~the~~a ~~outstanding~~reference ~~shares~~to ofthe ~~common~~subject ~~stock~~matter of the ~~Company~~disagreements in connection with their reports; there were no reportable events as ofdescribed ~~the~~in ~~date~~Item 304(a)(1)(v) of ~~this~~Regulation ~~disclosure~~S-K.

~~Item~~The ~~5.02 Departure~~Company provided M&K a copy of ~~Directors~~the orforegoing ~~Certain~~disclosures ~~Officers;~~and ~~Election~~requested a letter from M&K addressed to the Commission stating whether it agrees with the statements made by the Company in response to Item 304(a) of ~~Directors;Appointment~~Regulation ~~ofCertain~~S-K ~~Officers;~~and, if not, stating the respects in which they do not agree. M&K’s letter is attached as an exhibit hereto as Exhibit 16.1

~~Effective~~Item ~~January 30, 2012 John Kuykendall resigned from the Board of Directors and his positions of Secretary, Treasurer, Chief~~ 9.01 Financial ~~Officer~~ Statements and ~~Principal Accounting Officer~~Exhibits. A copy of John Kuykendall’s resignation letter is attached hereto as Exhibit 17.1 and incorporated herein by reference. Effective January 30, 2012 Todd Rutherford resigned from the Board of Directors and his position as Vice President of Information Technology. A copy of Todd Rutherford’s resignation letter is attached hereto as Exhibit 17.2 and incorporated herein by reference. Effective January 30, 2012 G.M. Rock Rutherford resigned from the Board of Directors and his position as the Chief Executive Officer and President. A copy of G.M. Rock Rutherford’s resignation letter is attached hereto as Exhibit 17.3 and incorporated herein by reference. These resignations were voluntary and did not involve a disagreement with the Company on any matters relating the Company’s operations, policies or practice.

Concurrently with the resignations of the officers and board members, the outgoing Board of Directors appointed Vern O.C. Wilson to the Board of Directors pursuant to NRS §78.130. Mr. Wilson is the sole director and will also serve as the Chief Executive Officer, President, Secretary, and Treasurer of the Company. Mr. Wilson has a strong background in petroleum engineering practices ranging from drilling optimization through mathematical modeling of reservoirs. He has over 30 years experience that includes drilling, completion, production facility design and reservoir engineering. He also has significant supervisory, management and financial management experience. Mr. Wilson designed and built the first commercial skid mounted complete packaged waterflood unit, created Global Energy, Inc., and devised the first conceptual design of the first natural gas liquids plant in Nigeria.Exhibits

Mr16.1 Letter ~~Wilson~~dated ~~was~~May most recently employed as the President of Qeteras PLC where he was charged with the planning and budgeting preparation and approval for technical and operational activities and defining conceptual and technical scopes of company projects both existing and predicted. He also provided advice and input to the Board of Directors to ensure the company’s policies10, ~~procedures~~2012 ~~and~~from programs related to its business were compatible with all aspects of the company’s operations. Mr. Wilson was also involved with the financial planning and financial accounting. Prior to this, Mr. Wilson was the President Texas M~~.O.R.~~&K ~~where he managed all the technical~~CPAS, ~~accounting,~~PLLC ~~administrative~~addressed ~~and~~to ~~regulatory functions for~~ the company that operated approximately 500 oil wells in Central and East Texas and Louisiana. He created and presented technical applications for various operations requiring monitoring by the Texas Railroad Commission~~, the agency responsible for Oil and Gas Operations in Texas~~. He supervised the drilling programs, trained the oil and gas personnel including field supervisors, field roustabout and engineers and created a comprehensive Safety and Environmental Program for the staff. Mr. Wilson also provided technical supervision for the design, purchase, installation and operation of an Enhanced Oil Recovery Polymer System in a 4,000-acre oil field in Central Texas that included the design, construction and operation of a polymer monitoring lab. He has also taught as an Adjunct Professor at Navarro College, created and presents Texas Professional Engineers classes for Professional Engineering Continuing Education requirements and created and presents technical studies to technical forums around the country. Mr. Wilson is a Registered Professional Engineer in the State of Texas and a member of the Council for the Regulation of Engineering in Nigeria. He has a Bachelor of Science in Petroleum Engineering from Oklahoma University, and has advanced training in Business Management, Geology, Reservoir, Gas, Gas Treatment, Gas Compression, Production, Waterflood, Drilling, Equipment Engineering and has completed 120 hours in Potable Water Processing and Treating with Texas A&M and University of California.

~~The terms of any potential compensatory plan including any salary, stock, options, or grants will be disclosed when such agreement between the Company and Mr. Wilson is reached.~~SIGNATURE

~~Item~~Pursuant ~~9.01 Financial~~to ~~Statements~~the ~~and~~requirements ~~Exhibits~~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.

~~17.1 Resignation~~Date: ofMay ~~John~~10, ~~Kuykendall~~2012

17AGR Tools, Inc.~~2 Resignation~~ ofBy: ~~Todd~~/s/ ~~Rutherford~~Vern Wilson Vern Wilson Sole Director, Chief Executive Officer

17.3 Resignation of G.M. Rock Rutherford

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: February 13, 2012 AGR TOOLS, Inc. By: /s/: Vern Wilson Name: Vern Wilson Title: Chief Executive Officer, Secretary, Treasurer

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