UNITED STATES
                       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):
                       October 20, 2005 (October 13, 2005)

                          AMERICAN PALLET LEASING, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                    000-29519                33-0889194
(State of incorporation)      (Commission File No.)         (IRS Employer
                                                           Identification No.)

                  950 N. Milwaukee Ave #328, Glenview IL 60025
          (Address, including Zip Code, of Principal Executive Offices)

       Registrant's telephone number, including area code: (980) 329-7350

                                 NOT APPLICABLE
          (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:

|_|   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
      240.14a-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  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 2.05. Costs Associated with Exit or Disposal Activities

On August 26, 2005, the American Pallet Leasing, Inc. ("we," "us," "our," or the
"Company")  filed a Current Report on Form 8-K to report that we had been served
with  litigation  papers from the seller (the  "Seller")  of  G&G/Cherokee,  our
wholly owned subsidiary,  alleging,  among other things,  breach of contract and
seeking,  among other things,  damages to be determined at trial. As reported in
Item 2.06,  the  Company's  board of directors  has  determined  that  effective
October 17,  2005,  the  Company  will write down the value of its G&G asset and
take steps necessary to exit this business. For accounting purposes, the Company
will record the date of the abandonment as of June 30, 2005.

Although the Contract of Deed (the  "Agreement")  provides  that in the event we
are  deemed to be in  default  the  Seller's  only  remedy  shall be to  re-take
possession  of the  premises,  the  existence  of the  litigation  has  made  it
impossible for us to quantify the costs associated with this course of action at
this time.

Item 2.06. Material Impairments

On June 9,  2005,  we filed a Current  Report on Form 8-K to report  that we had
temporarily  shutdown our sawmill facility,  G&G/Cherokee Wood, Inc. ("G&G"). On
August 26, 2005,  the Company filed a Current  Report on Form 8-K to report that
we had been served with litigation papers from the Seller, alleging, among other
things,  breach of  contract  and  seeking,  among other  things,  damages to be
determined  at trial.  On October 15, 2005,  we were informed that the assets of
G&G were being sold at auction in Cherokee County, South Carolina.  In addition,
we were informed by our auditor on October 17, 2005,  that,  in connection  with
its  annual  audit  and  based  on  its  auditor's  assessment  of  the  current
circumstances surrounding G&G, that the assets should be written down.

Although the Contract of Deed (the "Agreement")  provides that in the event that
the Company is in fact deemed to be in default,  the Seller's  only remedy shall
be to re-take  possession of the premises,  the existence of the  litigation has
made it impossible for us to quantify the costs  associated  with this course of
action at this time.

Item 5.02. Departure of Directors or Principal Officers;  Election of Directors;
Appointment of Principal Officers.

On October 13, 2005, the Company  announced the  appointment of James A. Jeffery
and Douglas H. Peterson to its board of directors.

Item 8.01. Other Events.

On June 9,  2005,  we filed a Current  Report on Form 8-K to report  that we had
temporarily  shutdown our sawmill facility,  G&G/Cherokee Wood, Inc. ("G&G"). On
August 26,  2005,  we filed a Current  Report on Form 8-K to report  that we had
been served with  litigation  papers  from the Sellers of G&G,  alleging,  among
other things, breach of contract and seeking,  among other things, damages to be
determined  at trial.  On October 15, 2005,  we were informed that the assets of
G&G were being sold at auction in Cherokee County, South Carolina.

<PAGE>

Effective  October 15, 2005,  the Company moved its  headquarters  location from
Cedar Rapids, Iowa to Glenview, Illinois. Our new address is 950 N Milwaukee Ave
#328,  Glenview IL 60025. The move reflects the fact that our new CEO, Mr. James
Crigler,  resides near Glenview,  Illinois. We have closed our office located at
425 Second Street, S.E. Suite 600, Cedar Rapids, Iowa 52401.

On  October  20,   2005,   the  Company   entered  into  a   modification   (the
"Modification")  of the  note  agreement  (the  "Note")  with  Brittany  Capital
Management Ltd. ("Brittany"). The Note had an original maturity of September 27,
2005,  which  was  extended  to  December  31,  2005.  Among  the  terms  of the
Modification,  we are obliged to provide  Brittany with an additional  1,000,000
shares as  collateral to secure the loan,  which  collateral is being pledged by
individual shareholders.  Brittany has the right to sell up to 240,000 shares of
the collateral  before  December 31, 2005. In the event Brittany  elects to sell
such  shares,  it must  reduce  dollar for dollar  the amount of  principal  and
interest outstanding on the Note. The Modification limits the price per share at
which Brittany may sell such shares to $0.06 per share initially,  increasing to
$0.10 per share,  once the closing bid price of the  Company's  common stock has
remained  at or above  $0.15 per  share for a period of at least 10  consecutive
trading days. In consideration  of Brittany's  agreement to extend the Note, the
Company also agreed to re-price  the  warrants  issued in respect of the Note to
$0.10, and to issue Brittany an additional 114,615 warrants,  which warrants are
also priced at $0.10.

      Forward-Looking Statements

This Form 8-K contains  forward-looking  statements as defined in the Securities
Exchange  Act of 1934 and  subject  to the safe  harbors  created  therein.  The
forward-looking statements contained herein include, but are not limited to, the
termination of activities in regard to the Company's G&G/Cherokee operations and
the Company's  expectations  with respect to its obligations upon termination of
its agreement with the Sellers of G&G/Cherokee.

These  forward-looking  statements  involve risks and  uncertainties  that could
cause the  Company's  results to differ  materially  from  management's  current
expectations. Such risks and uncertainties include, but are not limited to risks
associated  with the ultimate  consequences  associated  the  disposition of its
Subsidiary and risks associated with the development  generally of the Company's
overall strategic objectives.

Item 9.01         Financial Statements and Exhibits.

      (c) Exhibits.

       Exhibit No.          Description
       -----------          -----------

       99.1                 Press Release dated October 13, 2005.

<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements  of the Securities  Exchange Act of 1934, as
amended,  the  registrant  has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned thereunto duly authorized.

                                           AMERICAN PALLET LEASING, INC.

                                       By: /s/James Crigler
                                          --------------------------------------
                                           James Crigler,
                                           President and Chief Executive Officer

October 20, 2005

<PAGE>

                                INDEX TO EXHIBITS

         Exhibit No.       Exhibit

            99.1            Press Release of American Pallet Leasing, Inc. dated
                            October 13, 2005.
{"company-data": {"conformed-name": "American Pallet Leasing, Inc.", "cik": "0001106641", "assigned-sic": "2421", "irs-number": "330889194", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-29519", "film-number": "051147403"}, "business-address": {"street1": "425 SECOND STREET, SE, #600", "city": "CEDAR RAPIDS", "state": "IA", "zip": "52401", "phone": "864-936-7000"}, "mail-address": {"street1": "425 SECOND STREET, SE, #600", "city": "CEDAR RAPIDS", "state": "IA", "zip": "52401"}, "former-company": [{"former-conformed-name": "LITERARY PLAYPEN INC", "date-changed": "20020214"}, {"former-conformed-name": "CLUSONE ACQUISITION CORP", "date-changed": "20000214"}]}
UNITED STATES
                       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):
                       October 20, 2005 (October 13, 2005)

                          AMERICAN PALLET LEASING, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                    000-29519                33-0889194
(State of incorporation)      (Commission File No.)         (IRS Employer
                                                           Identification No.)

                  950 N. Milwaukee Ave #328, Glenview IL 60025
          (Address, including Zip Code, of Principal Executive Offices)

       Registrant's telephone number, including area code: (980) 329-7350

                                 NOT APPLICABLE
          (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:

|_|   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
      240.14a-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  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))
Item 2.05. Costs Associated with Exit or Disposal Activities

On August 26, 2005, the American Pallet Leasing, Inc. ("we," "us," "our," or the
"Company")  filed a Current Report on Form 8-K to report that we had been served
with  litigation  papers from the seller (the  "Seller")  of  G&G/Cherokee,  our
wholly owned subsidiary,  alleging,  among other things,  breach of contract and
seeking,  among other things,  damages to be determined at trial. As reported in
Item 2.06,  the  Company's  board of directors  has  determined  that  effective
October 17,  2005,  the  Company  will write down the value of its G&G asset and
take steps necessary to exit this business. For accounting purposes, the Company
will record the date of the abandonment as of June 30, 2005.

Although the Contract of Deed (the  "Agreement")  provides  that in the event we
are  deemed to be in  default  the  Seller's  only  remedy  shall be to  re-take
possession  of the  premises,  the  existence  of the  litigation  has  made  it
impossible for us to quantify the costs associated with this course of action at
this time.

Item 2.06. Material Impairments

On June 9,  2005,  we filed a Current  Report on Form 8-K to report  that we had
temporarily  shutdown our sawmill facility,  G&G/Cherokee Wood, Inc. ("G&G"). On
August 26, 2005,  the Company filed a Current  Report on Form 8-K to report that
we had been served with litigation papers from the Seller, alleging, among other
things,  breach of  contract  and  seeking,  among other  things,  damages to be
determined  at trial.  On October 15, 2005,  we were informed that the assets of
G&G were being sold at auction in Cherokee County, South Carolina.  In addition,
we were informed by our auditor on October 17, 2005,  that,  in connection  with
its  annual  audit  and  based  on  its  auditor's  assessment  of  the  current
circumstances surrounding G&G, that the assets should be written down.

Although the Contract of Deed (the "Agreement")  provides that in the event that
the Company is in fact deemed to be in default,  the Seller's  only remedy shall
be to re-take  possession of the premises,  the existence of the  litigation has
made it impossible for us to quantify the costs  associated  with this course of
action at this time.

Item 5.02. Departure of Directors or Principal Officers;  Election of Directors;
Appointment of Principal Officers.

On October 13, 2005, the Company  announced the  appointment of James A. Jeffery
and Douglas H. Peterson to its board of directors.

Item 8.01. Other Events.

On June 9,  2005,  we filed a Current  Report on Form 8-K to report  that we had
temporarily  shutdown our sawmill facility,  G&G/Cherokee Wood, Inc. ("G&G"). On
August 26,  2005,  we filed a Current  Report on Form 8-K to report  that we had
been served with  litigation  papers  from the Sellers of G&G,  alleging,  among
other things, breach of contract and seeking,  among other things, damages to be
determined  at trial.  On October 15, 2005,  we were informed that the assets of
G&G were being sold at auction in Cherokee County, South Carolina.
Effective  October 15, 2005,  the Company moved its  headquarters  location from
Cedar Rapids, Iowa to Glenview, Illinois. Our new address is 950 N Milwaukee Ave
#328,  Glenview IL 60025. The move reflects the fact that our new CEO, Mr. James
Crigler,  resides near Glenview,  Illinois. We have closed our office located at
425 Second Street, S.E. Suite 600, Cedar Rapids, Iowa 52401.

On  October  20,   2005,   the  Company   entered  into  a   modification   (the
"Modification")  of the  note  agreement  (the  "Note")  with  Brittany  Capital
Management Ltd. ("Brittany"). The Note had an original maturity of September 27,
2005,  which  was  extended  to  December  31,  2005.  Among  the  terms  of the
Modification,  we are obliged to provide  Brittany with an additional  1,000,000
shares as  collateral to secure the loan,  which  collateral is being pledged by
individual shareholders.  Brittany has the right to sell up to 240,000 shares of
the collateral  before  December 31, 2005. In the event Brittany  elects to sell
such  shares,  it must  reduce  dollar for dollar  the amount of  principal  and
interest outstanding on the Note. The Modification limits the price per share at
which Brittany may sell such shares to $0.06 per share initially,  increasing to
$0.10 per share,  once the closing bid price of the  Company's  common stock has
remained  at or above  $0.15 per  share for a period of at least 10  consecutive
trading days. In consideration  of Brittany's  agreement to extend the Note, the
Company also agreed to re-price  the  warrants  issued in respect of the Note to
$0.10, and to issue Brittany an additional 114,615 warrants,  which warrants are
also priced at $0.10.

      Forward-Looking Statements

This Form 8-K contains  forward-looking  statements as defined in the Securities
Exchange  Act of 1934 and  subject  to the safe  harbors  created  therein.  The
forward-looking statements contained herein include, but are not limited to, the
termination of activities in regard to the Company's G&G/Cherokee operations and
the Company's  expectations  with respect to its obligations upon termination of
its agreement with the Sellers of G&G/Cherokee.

These  forward-looking  statements  involve risks and  uncertainties  that could
cause the  Company's  results to differ  materially  from  management's  current
expectations. Such risks and uncertainties include, but are not limited to risks
associated  with the ultimate  consequences  associated  the  disposition of its
Subsidiary and risks associated with the development  generally of the Company's
overall strategic objectives.

Item 9.01         Financial Statements and Exhibits.

      (c) Exhibits.

       Exhibit No.          Description
       -----------          -----------

       99.1                 Press Release dated October 13, 2005.
SIGNATURES

      Pursuant to the  requirements  of the Securities  Exchange Act of 1934, as
amended,  the  registrant  has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned thereunto duly authorized.

                                           AMERICAN PALLET LEASING, INC.

                                       By: /s/James Crigler
                                          --------------------------------------
                                           James Crigler,
                                           President and Chief Executive Officer

October 20, 2005
INDEX TO EXHIBITS

         Exhibit No.       Exhibit

            99.1            Press Release of American Pallet Leasing, Inc. dated
                            October 13, 2005.