form8k.htm
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 26, 2007
Triton
Petroleum Group, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction of incorporation)
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000-49950
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98-0232018
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(Commission
File No.)
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(IRS
Employer Identification No.)
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c/o
Alpha
Corporate Advisors, LLC
68
South
Service Road
Suite
100
Melville,
NY 11747
Phone
-
631-577-4088
(Address
and telephone number of principal executive offices and place of
business)
(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)
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Section
8 – Other Events
The
Registrant has entered into Amendment No. 1 to Secured Convertible Debenture,
dated June 26, 2007 (the “Amendment”), between the Registrant and Highgate House
Funds, Ltd., to a Secured Convertible Debenture dated March 8, 2005 (the “Master
Agreement”).
Under
the
terms of the Amendment, the Conversion Price in Section 1.02 of the Master
Agreement is amended as follows:
“The
Holder is entitled, at its option, to convert, and sell on the same day, at
any
time and from time to time, until payment in full of this Debenture, all or
any
part of the principal amount of the Debenture, plus accrued interest and
liquidated damages, into shares (the “Conversion Shares”) of the
Company’s common stock, par value $0.001 per share (“Common
Stock”), at the price per share (the “Conversion Price”) equal to
the lower of (a) $0.85, or (b) eighty percent (80%) of the lowest daily
Volume Weighted Average Price (“VWAP”) of the Common Stock on the
Principal Market during the thirty (30) trading days immediately preceding
the
Conversion Date as quoted by Bloomberg, LP (collectively, the “Conversion
Price”).
Section
9 -- Financial Statements and Exhibits
Item
9.01
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Financial
Statements and Exhibits
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Amendment
No. 1 to Secured Convertible
Debenture
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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 28, 2007
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Triton
Petroleum Group, Inc.
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By:
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James
W. Zimbler
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James
W. Zimbler, Interim President
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