SCHEDULE
14C INFORMATION
(Rule
14c-101)
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
(Amendment
No. 2)
Filed
by
the Registrant x
Filed by a party other than the Registrant o
Check
the
appropriate box:
| x |
Preliminary
Proxy Statement
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| o |
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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| o |
Definitive
Proxy Statement
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| o |
Definitive
Additional Materials
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| o |
Soliciting
Material Pursuant to ss.240.14a-11(c) or
ss.240.14a-12
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AMERICAN
PETROLEUM GROUP, INC.
(Name
of
Registrant as Specified In Its Charter)
(Name
of
Person(s) Filing Proxy Statement,
if
other
than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
| x |
No
fee required
|
| o |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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| (1) |
Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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| (3) |
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was
determined):
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| (4) |
Proposed
maximum aggregate value of
transaction:
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| (5) |
Total
fee paid:
|
| o |
Fee
paid previously with preliminary
materials.
|
| o |
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee
was paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its
filing.
|
| (1) |
Amount
Previously Paid:
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| (2) |
Form,
Schedule or Registration Statement
No.:
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| (3) |
Filing
Party:
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| (4) |
Date
Filed:
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INFORMATION
STATEMENT
TO
STOCKHOLDERS
OF
AMERICAN
PETROLEUM GROUP, INC.
1400
N. Gannon Drive, 2nd
Floor
Hoffman
Estates, IL 60194
THIS
INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY
THE
BOARD OF DIRECTORS OF THE COMPANY.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED
NOT
TO SEND US A PROXY.
This
Information Statement is furnished to holders of shares of common stock,
$.0001
par value (the “Common Stock”), of American
Petroleum Group, Inc.
(the
“Company”) to notify such stockholders that on or about October 21, 2005, the
Company received written consents in lieu of a meeting of stockholders from
holders of a majority of the shares of Common Stock representing in excess
of
50.1 % of the total issued and outstanding shares of voting stock of the
Company
(the “Majority Stockholders”) approving the Certificate of Amendment to the
Certificate of Incorporation of the Company, pursuant to which the Company's
name will change to “Triton
Petroleum Group, Inc.”
(the
“Name Change”).
This
Information Statement describing the approval of the Name Change (the
“Stockholder Matter”) is first being mailed or furnished to the Company's
stockholders on or about November 14, 2005, and such matters shall not become
effective until at least 10 days thereafter. Expenses in connection with
the
distribution of this Information Statement will be paid by the Company and
are
anticipated to be less than $10,000.
The
Board
of Directors knows of no other matters other than those described in this
Information Statement which have been recently approved or considered by
the
holders of a majority of the shares of the Company's voting stock.
OUTSTANDING
VOTING SECURITIES
As
of
October 21, 2005 (the “Record Date”), out of the 100,000,000 shares of Common
Stock authorized there were 17,145,500 shares of Common Stock issued and
outstanding, and out of the 10,000,000 shares of preferred stock authorized
there were no shares of the preferred stock outstanding.
Only
holders of record of the Common Stock at the close of business on the Record
Date were entitled to participate in the written consent of the Company's
stockholders. Each share of Common Stock was entitled to one (1)
vote.
2
The
Company’s Board of Directors approved this action as of October 21, 2005 and
recommended that the Articles of Incorporation be amended in order to effectuate
the name change.
The
proposed Amendment to the Articles of Incorporation to amend the name of
the
Corporation to “Triton
Petroleum Group, Inc.”
was
filed with the Nevada Secretary of State and was effective on November ,
2004.
If the proposed Amendment were not adopted by written majority shareholder
consent, it would have been necessary for this action to be considered by
the
Company’s shareholders at a special shareholder's meeting convened for the
specific purpose of approving the Amendment.
The
elimination of the need for a special meeting of the shareholders to approve
the
Amendment is authorized by Section 78.320 of the Nevada Revised Statutes,
(the
“Nevada
Law”).
This
Section provides that the written consent of the holders of outstanding shares
of voting capital stock, having not less that the minimum number of votes
which
would be necessary to authorize or take the action at a meeting at which
all
shares entitled to vote on a matter were present and voted, may be substituted
for the special meeting. According to this Section 78.390 of the Nevada Law,
a
majority of the outstanding shares of voting capital stock entitled to vote
on
the matter is required in order to amend the Company's Articles of
Incorporation. In order to eliminate the costs and management time involved
in
holding a special meeting and in order to effect the Amendment as early as
possible in order to accomplish the purposes of the Company, the Board of
Directors of the Company voted to utilize the written consent of the majority
shareholders of the Company.
The
Board
of Directors of the Company has determined that all Shareholders ARE NOT
REQUIRED to return their certificates to have them re-issued by the Transfer
Agent.
PRINCIPAL
STOCKHOLDERS
The
following table sets forth information as of October 21, 2005, with respect
to
the beneficial ownership of the 17,145,500 outstanding shares of the Company's
Common Stock by (i) each person known by the Company to beneficially own
five
percent or more of the outstanding shares; (ii) the Company's officers and
directors; and (iii) the Company's officers and directors as a group. A person
is deemed to be a beneficial owner of any securities of which that person
has
the right to acquire beneficial ownership within sixty (60) days.
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No.
of Common
|
%
ownership
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Ronald
Shapss (1)
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1,750,000
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9.8
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George
A Campbell (1)
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250,000
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*
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James
J Carroll (1)
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160,000
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*
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Elliot
Cole (1)
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225,000
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*
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Michael
S. Krome, Esq. (1) (2)
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300,000
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*
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James
W. Zimbler (2)
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1,633,000
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9.5
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Richard
Carter
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1,685,000
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9.8
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Alpha
Advisors, LLC (2)
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391,250
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*
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Richard
Steifel
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290,000
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*
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Jesse
Fuller
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887,893
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5.2
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Highgate
House Funds Ltd.
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3,175,000
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18.5
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101
Hudson Street, Suite 3700
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||
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Jersey
City, NJ 07302
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Alliance
Financial
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Networks
Inc. (3)
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600,000
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*
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2291
Arapahoe
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Boulder,
CO 80302
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William
Boussung (3)
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500,000
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*
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10300
West Charleston #13-378
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Las
Vegas, NV 89135
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Cornell
Capital Partners LP.
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735,000
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*
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101
Hudson Street, Suite 3700
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Jersey
City, NJ 0730
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Officers
and Directors as a
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2,685,000
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15.7
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|
Group
(5 persons) (3)
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(1)
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Officer/Director
of the Company
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(2)
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Alpha
Advisors, LLC is controlled by James W. Zimbler, George L. Riggs,
and
Michael S. Krome (who is a Director of the Company. When all of
the
ownership percentages are added, the control percentage for Alpha
Advisors
LLC is 43.1%, if voted as a block.
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(3)
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Alliance
Financial Networks, Inc. is controlled by William Boussung. Combined,
the
total number of shares is 1,100,000, equaling
6.4%.
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DESCRIPTION
OF THE STOCKHOLDER MATTER
Approval
of the Certificate of Amendment to the Company's Certificate of Incorporation
and related actions.
The
Board
of Directors (the “Board”) by unanimous written consent dated as of October
21,
2005,
and certain stockholders (the “Majority Stockholders”), owning a majority of
issued and outstanding capital stock of the Company entitled to vote, by
written
consent dated as of October 21, 2005, approved and adopted resolutions to
amend
the Company's Certificate of Incorporation. The Certificate of Amendment
to the
Company's Certificate of Incorporation is to be filed with the Secretary
of
State of the State of Nevada changing the Company's name to “Triton
Petroleum Group, Inc.”
or such
similar available name, and will not be effective earlier than 20 days after
the
mailing of this Information Statement.
Purpose
of Proposed Name Change
We
negotiated an agreement with the American Petroleum Institute (API) with
respect
to the use of the API mark on our products, indicating that they have approved
the content of our oil products.
4
Pursuant
to agreement with API we have agreed, in order to avoid any confusion with
their
name and associated trademark to amend our corporate name to the proposed
name
contained herein.
Procedure
for the Approval of the Certificate of Amendment to the Company's Certificate
of
Incorporation
The
elimination of the need for a special meeting of the shareholders to approve
the
Amendment is authorized by Section 78.320 of the Nevada Revised Statutes,
(the
“Nevada
Law”).
This
Section provides that the written consent of the holders of outstanding shares
of voting capital stock, having not less that the minimum number of votes
which
would be necessary to authorize or take the action at a meeting at which
all
shares entitled to vote on a matter were present and voted, may be substituted
for the special meeting. According to this Section 78.390 of the Nevada Law,
a
majority of the outstanding shares of voting capital stock entitled to vote
on
the matter is required in order to amend the Company's Articles of
Incorporation. In order to eliminate the costs and management time involved
in
holding a special meeting and in order to effect the Amendment as early as
possible in order to accomplish the purposes of the Company, the Board of
Directors of the Company voted to utilize the written consent of the majority
shareholders of the Company.
Required
Approvals Obtained
The
Board, by its unanimous written consent (the “Board Consent”), adopted
resolutions approving the Certificate of Amendment to the Company's Certificate
of Incorporation to amend the name of the Corporation to “Triton
Petroleum Group, Inc.”
On the
Record Date, the only issued and outstanding shares of the Company's capital
stock entitled to vote on the proposed amendment were 17,145,500 shares of
the
Company's common stock, par value $.0001 per share (the “Common Stock”), of
which the Majority Stockholders held in excess of 51% of the total stock
entitled to vote on the proposed amendment. On October 21, 2005, the Majority
Stockholders, by written consent in lieu of a meeting, approved the Certificate
of Amendment to the Company's Certificate of Incorporation, a copy of which
is
attached to this Information Statement as Exhibit A. No further consents,
votes
or proxies are or were necessary to effect the approval of Certificate of
Amendment to the Company's Certificate of Incorporation.
Dissenters'
Rights of Appraisal.
Under
Nevada Law, our dissenting shareholders, if any, are not entitled to appraisal
rights with respect to our amendment, and we will not independently provide
our
shareholders with any such right.
ADDITIONAL
INFORMATION
The
Company is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files
reports, proxy statements and other information including annual and quarterly
reports on Form 10-KSB and 10-QSB (the “1934 Act Filings”) with the Securities
and Exchange Commission (the “Commission”). Reports and other information filed
by the Company can be inspected and copied at the public reference facilities
maintained at the Commission at 100 F Street, NW Washington, D.C, 20459.
Copies
of such material can be obtained upon written request addressed to the
Commission, Public Reference Section, 100 F Street, NW Washington, D.C 20549,
at
prescribed rates. The Commission maintains a web site on the Internet
(http://www.sec.gov) that contains reports, proxy and information statements
and
other information regarding issuers that file electronically with the Commission
through the Electronic Data Gathering, Analysis and Retrieval System
(“EDGAR”).
5
The
following documents as filed with the Commission by the Company are incorporated
herein by reference:
(1) Quarterly
Report on Form 10-QSB for the quarter ended June 30, 2005
(2) Quarterly
Report on Form 10-QSB for the quarter ended March 31, 2005;
(3) Annual
Report on Form 10-KSB, as amended for the year ended December 31, 2004;
and
IF
YOU
HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT,
PLEASE
CONTACT:
Mr.
George Campbell
American
Petroleum Group, Inc.
1400
N.
Gannon Drive, 2nd
Floor
Hoffman
Estates, IL 60194
(847)
805-0125
By
order
of the Board of Directors of
American
Petroleum Group, Inc.
November
2, 2005
By:
/s/ George Campbell
Name: George
Campbell
Title: Chief
Executive Officer and President
6
Exhibit
A
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
OF
AMERICAN
PETROLEUM GROUP, INC.
 |
DEAN
HELLER
Secretary
of State
204
North Carson Street, Suite 1
Carson
City, Nevada 89701-4299
(775)
684 5708
Website:
secretaryofstate.biz
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Certificate
of Amendment
(PURSUANT
TO NRS 78.385 and 78.390)
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Important:
Read attached instructions before completing form.
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ABOVE
SPACE IS FOR OFFICE USE ONLY
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Certificate
of Amendment to Articles of Incorporation For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1.
Name of
corporation:
AMERICAN
PETROLEUM GROUP, INC.
2.
The
articles have been amended as follows (provide article numbers, if
available):
Article
1
the name of the Corporation is amended to read:
TRITON
PETROLEUM GROUP, INC.
3.
The
vote by which the stockholders holding shares in the corporation entitling
them
to exercise at least a majority of the voting power, or such greater proportion
of the voting power as may be required in the case of a vote by classes
or
series, or as may be required by the provisions of the * articles of
incorporation have voted in favor of the amendment is:
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4.
Effective date of filing (optional):
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(must
not be later than 90 days after the certificate is
filed)
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5.
Officer Signature (required):
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*If
any
proposed amendment would alter or change any preference or any relative
or other
right given to any class or series of outstanding shares, then the amendment
must be approved by the vote, in addition to the affirmative vote otherwise
required, of the holders of shares representing a majority of the voting
power
of each class or series affected by the amendment regardless of limitations
or
restrictions on the voting power thereof.
IMPORTANT:
Failure
to include any of the above information and submit the proper fees may
cause
this filing to be rejected.
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This
form must be accompanied by appropriate
fees. See attached fee schedule.
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Nevada
Secretary of State AM 78.385 Amend 2003
Revised on: 11/03/03 |
7