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): June 24, 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 1 -- Registrant's Business Operations
Item 1.01 Entry into a Material Definitive Agreement.
On July 1, 2005, American Petroleum Group, Inc., the Registrant, entered into an
Asset Purchase Agreement with TRITON PETROLEUM, LLC, an Illinois Limited
Liability Corporation ("Triton") whereby the Registrant purchased all the assets
and operations of Triton, as follows:
On the Payment Date, which shall be the one year anniversary of the
effectiveness of the Agreement, that being July 1, 2006, , the Registrant shall
pay to the Sellers the Purchase Price equal to THREE AND ONE HALF (3.5) times
the net earnings of the assets and operations formerly owned by Triton.
The Purchase Price is to be paid as:
(a) TWENTY-FIVE PERCENT (25%) in cash on the payment date, and
(b) with the balance of SEVENTY-FIVE PERCENT, payable over the following two
years, in cash and stock, as agreed to by the parties.
In addition, current loans to Triton, totaling approximately THREE HUNDRED
THOUSAND DOLLARS ($300,000), due and owing to the members of Triton, shall be
paid over the twelve months from the Closing date to the Payment Date.
Some of the members of Triton, which sold the Assets to the Registrant, are
Officers/Directors, employees or former Directors of the Registrant. The sellers
are as follows:
Keystone Capital Resources LLC
Controlled by our Interim President, James W. Zimbler
Rick Carter
Former Director
Christopher Hansen
Employee of our subsidiary, American Petroleum Products Corp.
Richard Steifel
President of our subsidiary, American Petroleum Products Corp.
George L. Riggs, III
Former Director and Chief Financial Officer
Michael S. Krome
Currently a Director and General Counsel
Robert Nelson - no relation to Registrant prior to transaction.
The assets purchased include the right to the name, Triton Petroleum, all
operations and assets, including any leases, or sub-leases.
Triton purchases used oil from various consolidators of used petroleum such as
gear oil, machine oils, etc. that have never been burnt before. It then
transports the un-combusted, but unrefined oils back to its reclamation facility
for refining. After a very detailed reclamation process, all impurities and
contaminants are extrapolated out of the oil, through Triton's centrifuge
operation, thus leaving it with a valuable renewable petroleum base oil. This
base oil can be blended with new crude and other chemical components and bottled
in our Bedford Park, Illinois facility. Using the renewable oils from Triton
Petroleum will drastically reduce American Petroleum Products Company's (APPC)
cost of base oil by 35%, and management feels that the acquisition of the assets
of Triton petroleum, making APPC its only customer, will be an advantage with
respect to earnings.
APPC has purchased this kind of oil in the past from various supplies, including
Triton Petroleum, but owning the supplier creates a vertical integrated supply
chain and giving AMPE a price advantage over its competitors in this highly
competitive commodity market.
Section 5 -- Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Effective June 24, 2005, the following Director resigned from the Board of
Directors and/or Principal Officers of the registrant.
Richard Carter Director
The Director 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.
Section 9 -- Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of business acquired
To be filed by Amendment
(b) Pro forma financial information
To be filed by Amendment
(c) Exhibits
Exhibit 17.1 Letter of Resignation of Richard Carter
Exhibit 99.1 Asset Purchase Agreement between
Triton Petroleum, LLC and
American Petroleum Group, Inc.
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: July 15, 2005
American Petroleum Group, Inc.
By: James W. Zimbler
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James W. Zimbler, Interim President