U.S. 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): May 20, 2005
American Petroleum Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-49950 98-0232018
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(Commission File No.) (IRS Employer Identification No.)
1400 N. Gannon Drive
2nd Floor
Hoffman Estates, IL 60194
(847) 805-0125
(Address and telephone number of principal executive
offices and place of business)
American Capital Alliance, Inc.
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(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)
|_| 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 240.14-12)
|_| 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 13ed-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 3 -- Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
We issued 75,000 shares of common stock, and 150,000 shares of Series A
preferred stock, to Eliot Cole, Esq. as part of his compensation for accepting
the position of a Director on January 2005.
We issued 500,000 shares of common stock, and 1,000,000 shares of Series A
preferred stock, to Ronald Shapss as part of his compensation for accepting the
position of Chairman of the Board of Directors, on February 15, 2005.
We issued shares in relation to the Highgate House Funds, Ltd. Convertible
Debenture and the Standby Equity Distribution Agreement with Cornell Capital
Partners LP, as follows:
Highgate House Funds, Ltd. 3,100,000 for collateral
Highgate House Funds, Ltd. 50,000 for compensation
Cornell Partners, LP 735,000 as compensation
Newbridge Securities Corporation 15,000 for compensation as
Placement Agent for the SEDA Agreement
We issued 683,000 shares from the exercise of the options granted to Holders of
certain promissory Notes issued by the Company. These creditors were entitled to
purchase one shares (1) at a purchase price of one cent ($0.01) for each dollar
lent to the company.
The use of the proceeds from the Highgate House Funds, Ltd., transaction was for
general working capital, and to fund the Oilmatic Acquisition.
The use of proceeds from the exercise of the option shares is for general
working capital of the Company.
Section 5 -- Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Effective April 19, 2005, the following Directors resigned from the Board of
Directors and/or Principal Officers of the registrant.
George L. Riggs, III Director
The Directors' or Principal Officers' resigning have stated in their resignation
letter that his resignation does in any way imply or infer that there is any
dispute or disagreement relating to the Company's operations, policies or
practices.
Each resigning Director has been provided a copy of his disclosure, no less that
the day the Registrant is filing the disclosure with the Commission. Each
Director will be given an opportunity to furnish the Registrant a letter or
response, that he agrees with the statements made by the Registrant in this
Section 5.02, and if not, stating the respects in which he does not agree.
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Section 7 -- Regulation FD
Item 7.01 Regulation FD Disclosure.
On December 3, 2004, the Registrant entered into a Letter of Intent, dated
December 1, 2004, with Oilmatic Systems LLC of East Orange, New Jersey, whereby
the Registrant would purchase Oilmatic Systems LLC and/or Oilmatic
International, Inc., for shares of common stock of the Registrant.
Effective May 20, 2005, Management no longer felt that the mutual goals of both
parties were attainable and therefore the transaction with Oilmatic was
cancelled between the Parties.
Section 9 -- Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 17. Letter of Resignation of George L. Riggs, III
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: June 6, 2005
American Petroleum Group, Inc.
By: James W. Zimbler
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James W. Zimbler, President
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