SCHEDULE 14C INFORMATION
(Rule 14c-101)
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Filed by the Registrant [X] Filed by a party other than the Registrant
|_| Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
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
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction: (5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(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 December 26, 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.
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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 December 6, 2005. 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.
No. of Common % ownership
Ronald Shapss (1) 1,750,000 9.8
George A Campbell (1) 250,000 *
James J Carroll (1) 160,000 *
Elliot Cole (1) 225,000 *
Michael S. Krome, Esq. (1) (2) 300,000 *
James W. Zimbler (2) 1,633,000 9.5
Richard Carter 1,685,000 9.8
Alpha Advisors, LLC (2) 391,250 *
Richard Steifel 290,000 *
Jesse Fuller 887,893 5.2
Highgate House Funds Ltd. 3,175,000 18.5
101 Hudson Street, Suite 3700
Jersey City, NJ 07302
Alliance Financial
Networks Inc. (3) 600,000 *
2291 Arapahoe
Boulder, CO 80302
William Boussung (3) 500,000 *
10300 West Charleston #13-378
Las Vegas, NV 89135
Cornell Capital Partners LP. 735,000 *
101 Hudson Street, Suite 3700
Jersey City, NJ 0730
Officers and Directors as a 2,685,000 15.7
Group (5 persons) (3)
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(1) Officer/Director of the Company
(2) 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.
(3) Alliance Financial Networks, Inc. is controlled by William Boussung.
Combined, the total number of shares is 1,100,000, equaling 6.4%.
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, already
filed with the Secretary of State of the State of Nevada changed 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.
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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
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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").
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.
December 6, 2005
By: /s/ George Campbell
-------------------------------------
Name: George Campbell
Title: Chief Executive Officer and President
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Exhibit A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AMERICAN PETROLEUM GROUP, INC.
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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.
ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation For
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Nevada Profit Corporations
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(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:
4. Effective date of filing (optional):
(must not be later than 90 days after the
certificate is filed)
5. Officer Signature (required):
*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.
This form must be accompanied by appropriate fees. See attached fee schedule.
Nevada Secretary of State AM 78.385 Amend 2003
Revised on: 11/03/03
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