UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~

~~Securities~~The Securities Exchange Act of 1934

~~October~~Date 10of Report (Date of earliest event reported) July 3, 2007 ~~2006~~(June 28, 2007)

~~Date of Report~~TRITON DISTRIBUTION SYSTEMS, INC. (~~date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported~~specified in its charter):

TRITON DISTRIBUTION SYSTEMS, INC.


Colorado	000-51046	84-1039067
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

(Exact name of registrant as specified in its charter)


One Harbor Drive, Suite 300 Sausalito, California	94965
(Address of principal executive offices)	(Zip Code)

Colorado	000-51046	84-1039067
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer I.D. Number)

One Harbor Drive, Suite 300

Sausalito, California 94965

(Address of principal executive offices)

Registrant’s telephone number, including area code: (415) 339-4600

~~Petramerica Oil~~(Former name or former address, ~~Inc.~~if changed since last report.)

~~(Former~~Check ~~name~~the appropriate orbox ~~former~~below ~~address,~~ if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Check~~[ ] ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously satisfy~~Rule ~~the~~425 ~~filing~~under ~~obligation of~~ the ~~registrant~~Securities ~~under~~Act ~~any~~(17 ~~of the following~~CFR ~~provisions:~~230.425)

~~r Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) r~~ [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) r Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) r Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~[ ] Pre-commencement ~~4.01~~communications ~~Changes~~pursuant into ~~Registrant’s~~Rule ~~Certifying~~14d-2(b) ~~Accountants~~under the Exchange Act (17 CFR 240.14d-2(b))

On[ ] ~~October~~Pre-commencement ~~11,~~communications ~~2006,~~pursuant weto ~~formally~~Rule ~~terminated~~13e-4(c) under the ~~engagement of Schumacher &~~Exchange ~~Associates, Inc. (“Schumacher~~ ~~& Associates”)~~Act as(17 ~~our independent~~CFR ~~auditors~~240. ~~The decision to dismiss Schumacher & Associates was approved by our board of directors.~~13e-4(c))

~~Schumacher~~Forward &Looking ~~Associates~~Statements audited our financial statements for our two fiscal years ended December 31, 2005. Schumacher & Associates’ reports on these financial statements were qualified as to uncertainty that the company would continue as a going concern. Other than the foregoing, Schumacher & Associates’ reports on the financial statements for those fiscal years did not contain an adverse opinion or disclaimer of opinion and was not otherwise qualified or modified as to any other uncertainty, audit scope or accounting principles. During those two fiscal years and also during the subsequent period through the date of Schumacher & Associates’ replacement as indicated above: (1) there were no disagreements between the Registrant and Schumacher & Associates on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure; and (2) Schumacher & Associates provided no advice to the Registrant that (i) internal controls necessary to develop reliable financial statements did not exist, (ii) information had come to the attention of Schumacher & Associates which made it unwilling to rely on management’s representations, or unwilling to be associated with the financial statements prepared by management, or (iii) the scope of the audit should be expanded significantly, or information had come to the attention of Schumacher & Associates that it concluded will, or if further investigated might, materially impact the fairness or reliability of a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal periods subsequent to the date of the most recent audited financial statements.

OnThis ~~October~~Form 8-K 10and other reports filed by Triton Distribution Systems, ~~2006,~~ weInc. ~~formally~~(the “Registrant” ~~appointed~~or ~~Moore~~“Company”) ~~Stephens~~from ~~Wurth~~time ~~Frazer~~to time with the Securities and Exchange ~~Torbet,~~Commission ~~LLP~~ (collectively the “~~Moore Stephens~~Filings”) contain or may contain forward looking asstatements ~~our~~and information that are based upon beliefs of, and information ~~new~~currently ~~independent~~available ~~auditors.~~to, ~~The~~the ~~decision~~Registrant’s tomanagement ~~engage~~as ~~Moore~~well ~~Stephens~~as ~~was~~estimates ~~approved~~and assumptions made by the Registrant’s management. When used in the filings the ~~our~~words ~~board~~“anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of ~~directors.~~these ~~Prior~~terms toand ~~engaging~~similar ~~Moore~~expressions ~~Stephens,~~as wethey ~~did~~relate ~~not~~to ~~consult~~the ~~with~~Registrant ~~Moore~~or ~~Stephens~~the ~~regarding~~Registrant’s management identify forward looking statements. Such statements reflect the ~~application~~current view of ~~accounting~~the ~~principles~~Registrant towith arespect to ~~specified~~future ~~completed~~events orand ~~contemplated~~are ~~transaction~~subject to risks, oruncertainties, assumptions and other factors (including the ~~type~~risks contained in the section of ~~opinion~~the ~~that~~Registrant’s Form ~~might~~10-KSB beentitled ~~rendered~~“Risk ~~regarding~~Factors”) ~~our~~relating ~~financial~~to ~~statements~~the Registrant’s industry, ~~nor~~the Registrant’s ~~did~~operations weand ~~consult~~results ~~Moore~~of operations and any businesses that may be ~~Stephens~~acquired ~~with~~by ~~respect~~the toRegistrant. ~~any~~Should ~~accounting~~one ~~disagreement~~ or ~~any~~more ~~reportable~~of ~~event~~these risks or uncertainties atmaterialize, or should the underlying assumptions prove incorrect, actual ~~any~~results ~~time~~may ~~prior~~differ tosignificantly ~~the~~from ~~appointment~~those ofanticipated, ~~that~~believed, ~~firm~~estimated, expected, intended, or planned.

Although the Registrant believes that the expectations reflected in the forward looking statements are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

Item 1.01 Entry into a Material Definitive Agreement.

On June 28, 2007, the Company issued a convertible senior note (“Convertible Note”) to JMW Fund LLC, San Gabriel Fund LLC, Underwood Family Partners, Ltd., and Battersea Capital, Inc (“Lenders”) for gross proceeds totaling $3,000,000 (“Total Principal Amount”). Of the Total Principal Amount, the Company was able to draw $1,000,000 by June 30, 2007, and another $1,000,000 may be drawn by July 30, 2007. The terms and conditions of the Convertible Note replaces the terms and conditions of a promissory note issued by the Company to the Lenders on March 28, 2007 for gross proceeds of $1,000,000. The Company drew down only $250,000 of the available $1.0 million on June 28, 2007. It did not drawdown any of the remaining $750,000.

Interest accrues at one percent (1%) per month and began to accrue on July 1, 2007. All outstanding principal and accrued and unpaid interest is due and payable on July 1, 2008 (“Maturity Date”). If the Company should suffer an Event of Default under the Note, the Interest shall be one and a half percent (1.5%) during the occurrence.

The Convertible Note shall be senior to any debt issued to the Company, including without limitation, loans to any bank or institutional debt. Lenders will file a UCC-1 or other filing to secure their debt.

Pursuant to the terms of the Convertible Note, the Company is obligated to issue to the Lenders warrants exercisable for an aggregate of 2,000,000 shares of the Company’s common stock, no par value (“Common Stock”) (“Warrants”). The Warrants are to be exercisable at $3.00 per share and are to expire five years from the issue date of the Warrants. The Company agreed to register the shares underlying the Warrants no later than December 31, 2007. The Warrants shall also be subject to a cashless exercise provision.

The Company agrees to increase the Company’s Board composition from two to five members as a condition precedent. Such directors may be removed upon repayment of the Note. The Company may prepay this note at any time. The outstanding principal balance of the Note can be converted into shares of the Common Stock (“Conversion Shares”) at any time thirty (30) days after the date of the Note at the Lenders’ sole discretion. The conversion price of the Conversion Shares is $3.00 per share (“Conversion Price”). The Company is obligated to file a registration statement with the Securities and Exchange Commission with respect to the Conversion Shares and the Warrant Shares no later than December 31, 2007. Lenders will also enjoy “piggyback” registration rights. If the Company should issue or sell equity securities at a price per share lower than the Conversion Price, other than certain exceptions, the Conversion Price under the Note shall be reduced to such lower price per share.

Item 2.03 Creation of a Direct Financial Obligation of a Registrant

The Company entered into debt obligations with certain persons representing to be “accredited” investors. Please see the description of the Debt incorporated under Item 1.02 above.

Item 3.02 Unregistered Sales of Equity Securities

Pursuant to the convertible note described in Item 1.01 above, the Company issued a convertible promissory note and is obligated to issue a warrant exercisable for 1,000,000 shares of the Company’s common stock, no par value (“Common Stock”), to JMW Fund LLC; a warrant exercisable for 333,333 shares of Common Stock to San Gabriel Fund LLC; a warrant exercisable for 333,333 shares of Common Stock to Underwood Family Partners, Ltd.; and a warrant exercisable for 333,333 shares of Common Stock to Battersea Capital, Inc. These four warrants are to be exercisable at $3.00 per share and are to expire five years from the issue date of each warrant.

We relied upon the exemption from registration as set forth in Section 4 (2) of the Securities Act of 1933, as amended, (“Securities Act”) for the issuance of these securities. The recipients took their securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act. In addition, there was no general solicitation or advertising for the acquisition of these securities.

Item 9.01 Financial Statements and Exhibits

~~The Company~~(c) ~~hereby files the following exhibits pursuant to requirements of Form 8-K:~~ Exhibits.

Exhibit No.	Description of Exhibit
16.1	Letter from Schumacher & Associates, Inc. dated October 12, 2006

Exh. No.

Description

10.1	Convertible Senior Note, dated as of June 28, 2007, by and between Triton Distribution Systems, Inc., JMW Fund LLC, San Gabriel Fund LLC, Underwood Family Partners, Ltd., and Battersea Capital, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 12, 2006

	TRITON DISTRIBUTION SYSTEMS, INC.
	(Registrant)

Date: July 3, 2007
	/s/ Gregory Lykiardopoulos
	Gregory Lykiardopoulos, Chief Executive Officer

Triton Distribution Systems, Inc. By: /s/ Gregory Lykiardopoulos Gregory Lykiardopoulos Chief Executive Officer

Filing Compare · Triton Distribution Systems, Inc.