APA Enterprises 8-K 1-31-2006

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 Event Reported: January 31, 2006

APA ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Minnesota		0-16106		41-1347235
(State of other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification Number)

2950 NE 84^th Lane, Blaine, MN 55449

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (763) 784-4995

(Former name, former address and former fiscal year, if changed since last report): N/A

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 (17CFR 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On January 31, 2006, Daniel Herzog, our principal accounting officer, resigned. Until we engage an accounting officer, Anil K. Jain, our chief executive officer and chief financial officer, will serve as our accounting officer.

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.

Dated: February 1, 2006	APA ENTERPRISES, INC.


		By	/s/ Anil K. Jain
			Anil K. Jain, Chief Executive and Chief Financial Officer (Principal Executive and Principal Financial Officer) and authorized signatory