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): August 1, 2005
American Petroleum Group, Inc.
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(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 5 -- Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Effective August 1, 2005, the following Director resigned from the Board of
Directors and/or Principal Officers of the registrant.
James W. Zimbler Director and Interim President
William Bossung Director
The Directors resigning have stated in their resignation letters that their
resignation does not 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.
The following individual has been appointed by to our Board of Directors,
effective August 1, 2005:
Name Age Position
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George Campbell 39 President
James Carroll 54 Director and Chief Accounting/Financial Officer
George Campbell, President and CEO
From 2001 until 2005 , Mr. Campbell was President of George Campbell Consulting,
where he was responsible for the entire operation. From 2000 until 2001, Mr.
Campbell was a Business Strategy Consultant for Scient Corp., where he was
responsible for providing clients with business advice as it related to internet
activities. From 1997 until 2000, Mr. Campbell was with Navistar International
Transportation Corp., where he had a variety of positions, most recently
Director of Strategic Planning for the Truck Group. He was responsible for
leading the leadership of the Truck Group through processes of reorganization
and strategy development.
Mr. Campbell comes to American Petroleum with a distinguished track record that
includes over 13 years of management experience in both start-up and large
company manufacturing. He spent 8 years with AlliedSignal and Navistar
International as a finance and strategy leader, where he led multiple
restructuring, cost, business development, and quality improvement efforts. Most
recently, Mr. Campbell's background includes extensive experience as a
consultant to both emerging growth and well established businesses the areas of
cost competitiveness and quality improvement. Mr. Campbell has been a business
consultant to both start ups and Fortune 1000 clients since 2000, with a focus
on strategic restructurings and quality improvements. Prior to that, Mr.
Campbell worked for both Navistar International and AlliedSignal in various
finance and strategy positions. He has an MBA from the University of Michigan
and a BA from the University of Wisconsin.
2
James J. Carroll, 54, Chief Financial Officer
James J. Carroll was appointed our Chief Financial Officer in March, 2005 and
was the founder of Kevney Consulting Group, Ltd (Kevney), and has been active in
Kevney since 2001. Kevney provides diversified financial and management services
to its clients, including merger and acquisition, reorganization and debt
financing consulting and interim chief financial officer services. Mr. Carroll
has over 30 years of financial experience, including 13 years in public
accounting with 5 years as a partner with a regional public accounting firm. He
also has over 15 years of experience in private industry, including positions as
COO and CFO for various manufacturing and distribution companies.
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 James W. Zimbler
Exhibit 17.2 Letter of Resignation of William Boussung
3
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: August 10, 2005
American Petroleum Group, Inc.
By: George Campbell
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George Campbell, President