Microsoft Word 11.0.6359;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): April 28, 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.)


           425 Second Street, S.E. Suite 600, Cedar Rapids, Iowa 52401
          (Address, including Zip Code, of Principal Executive Offices)


       Registrant's telephone number, including area code: (864) 936-7000

                                 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  1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On April 28, 2005, American Pallet Leasing,  Inc. ("we" or the "Company"),
entered into a Private Equity Credit Agreement with Brittany Capital  Management
Limited  ("Brittany").  Pursuant to the Private  Equity  Credit  Agreement,  the
Company may, at its discretion, periodically sell to Brittany Capital Management
Limited shares of common stock for a total purchase price of up to $5.0 million.
For each  share of common  stock  purchased  under  the  Private  Equity  Credit
Agreement,  Brittany Capital Management Limited will pay the Company 93 % of the
three lowest  closing bid prices  during the  valuation  period of the Company's
common stock on the Over-the-Counter Bulletin Board or other principal market on
which the Company's  common stock is traded for the 10 trading days  immediately
following  the notice  date.  Brittany's  obligation  to purchase  shares of the
Company's  common stock under the Private Equity Credit  Agreement is subject to
certain  conditions,  including the Company obtaining an effective  registration
statement  for  shares of common  stock  sold under the  Private  Equity  Credit
Agreement and, among other things,  is limited to purchases that will not result
in Brittany's owning more than 4.99% of the Company's outstanding common stock.

<PAGE>

      Brittany  Capital  Management  Limited  also  entered  into a note whereby
Brittany loaned the Company $250,000.  The note carries a rate of interest of 8%
per annum,  is secured by the pledge of 600,000 shares of our common stock owned
by our president  and CEO, and is due on September 27, 2005.  Under the terms of
the note,  at least 50% of the sales of common  stock under the  Private  Equity
Credit Agreement with Brittany must be used to retire the note while the note is
outstanding.  The terms of the Private  Equity Credit  Agreement also prevent us
from entering into a similar financing  arrangement with any third-party for the
term of the Private Equity Credit  Agreement,  which is three years. We are also
obliged to sell to  Brittany  at least $1 million of our common  stock under the
Private Equity Credit Agreement.


ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

      On  April  28,  2005,  the  Company  entered  into a  Securities  Purchase
Agreement with Brittany Capital Management  Limited.  Pursuant to the Securities
Purchase Agreement,  the Company issued a secured convertible promissory note to
Brittany  Capital  Management  Limited  in  the  original  principal  amount  of
$250,000. The note is convertible at the holder's option for all or a portion of
the  principal  amount of the note plus accrued  interest  into shares of Common
Stock at a conversion  price for each share of Common Stock equal to the Current
Market Price  multiplied by eighty percent (85%).  "Current  Market Price" means
the average of the three (3) lowest  closing bid prices for the Common  Stock as
reported  by  Bloomberg,  LP  or,  if  not  so  reported,  as  reported  on  the
over-the-counter market, for the ten (10) trading days ending on the trading day
immediately  before the  relevant  conversion  date.  The note is secured by the
pledge of 600,000 shares of our common stock owned by our president and CEO. The
note is due on September 27, 2005 and accrues interest at a rate of 8% per year.
In addition,  we granted  Brittany a warrant to acquire 115,385 shares of Common
Stock.  We also granted  certain  registration  rights to Brittany in connection
with the shares  into which the note may be  converted  as well as in respect of
shares that may be issued in respect of the warrants.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a)   Not applicable

(b)   Not applicable

(c)   Exhibit No. Description

<TABLE>
<CAPTION>
EXHIBIT           DESCRIPTION                                                      LOCATION
-------           -----------                                                      --------
<S>                                                                                <C>
Exhibit 99.1      Private Equity Credit  Agreement  dated as of April 27,          Provided herewith
                  2005 between   the Brittany Capital Management Limited

Exhibit 99.2      Registration  Rights  Agreement  dated as of April  27,          Provided herewith
                  2005   between  the  Company   and   Brittany   Capital
                  Management Limited

Exhibit 99.3      Common  Stock  Purchase  Warrant  dated as of April 27,          Provided herewith
                  2005

Exhibit 99.4      Securities  Purchase  Agreement  dated as of April  27,          Provided herewith
                  2005   between  the  Company   and   Brittany   Capital
                  Management Limited

Exhibit 99.5      Stock Pledge Agreement dated as of April 27, 2005                Provided herewith

Exhibit 99.6      Limited Recourse Guarantee dated as of April 27, 2005            Provided herewith

Exhibit 99.7      Registration  Rights  Agreement  dated as of April  27,          Provided herewith
                  2005   between  the  Company   and   Brittany   Capital
                  Management Limited

Exhibit 99.8      Secured  Convertible  Promissory Note Due September 27,          Provided herewith
                  2005
</TABLE>

<PAGE>

                                   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.

Date: May 9, 2005                             AMERICAN PALLET LEASING, INC.


                                              By:   /s/ Timothy Bumgarner
                                              ----------------------------------
                                              Name:  Timothy Bumgarner
                                              Title: President & CEO
{"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": "05813328"}, "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"}]}
Microsoft Word 11.0.6359;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): April 28, 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.)

           425 Second Street, S.E. Suite 600, Cedar Rapids, Iowa 52401
          (Address, including Zip Code, of Principal Executive Offices)

       Registrant's telephone number, including area code: (864) 936-7000

                                 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  1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On April 28, 2005, American Pallet Leasing,  Inc. ("we" or the "Company"),
entered into a Private Equity Credit Agreement with Brittany Capital  Management
Limited  ("Brittany").  Pursuant to the Private  Equity  Credit  Agreement,  the
Company may, at its discretion, periodically sell to Brittany Capital Management
Limited shares of common stock for a total purchase price of up to $5.0 million.
For each  share of common  stock  purchased  under  the  Private  Equity  Credit
Agreement,  Brittany Capital Management Limited will pay the Company 93 % of the
three lowest  closing bid prices  during the  valuation  period of the Company's
common stock on the Over-the-Counter Bulletin Board or other principal market on
which the Company's  common stock is traded for the 10 trading days  immediately
following  the notice  date.  Brittany's  obligation  to purchase  shares of the
Company's  common stock under the Private Equity Credit  Agreement is subject to
certain  conditions,  including the Company obtaining an effective  registration
statement  for  shares of common  stock  sold under the  Private  Equity  Credit
Agreement and, among other things,  is limited to purchases that will not result
in Brittany's owning more than 4.99% of the Company's outstanding common stock.
Brittany  Capital  Management  Limited  also  entered  into a note whereby
Brittany loaned the Company $250,000.  The note carries a rate of interest of 8%
per annum,  is secured by the pledge of 600,000 shares of our common stock owned
by our president  and CEO, and is due on September 27, 2005.  Under the terms of
the note,  at least 50% of the sales of common  stock under the  Private  Equity
Credit Agreement with Brittany must be used to retire the note while the note is
outstanding.  The terms of the Private  Equity Credit  Agreement also prevent us
from entering into a similar financing  arrangement with any third-party for the
term of the Private Equity Credit  Agreement,  which is three years. We are also
obliged to sell to  Brittany  at least $1 million of our common  stock under the
Private Equity Credit Agreement.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

      On  April  28,  2005,  the  Company  entered  into a  Securities  Purchase
Agreement with Brittany Capital Management  Limited.  Pursuant to the Securities
Purchase Agreement,  the Company issued a secured convertible promissory note to
Brittany  Capital  Management  Limited  in  the  original  principal  amount  of
$250,000. The note is convertible at the holder's option for all or a portion of
the  principal  amount of the note plus accrued  interest  into shares of Common
Stock at a conversion  price for each share of Common Stock equal to the Current
Market Price  multiplied by eighty percent (85%).  "Current  Market Price" means
the average of the three (3) lowest  closing bid prices for the Common  Stock as
reported  by  Bloomberg,  LP  or,  if  not  so  reported,  as  reported  on  the
over-the-counter market, for the ten (10) trading days ending on the trading day
immediately  before the  relevant  conversion  date.  The note is secured by the
pledge of 600,000 shares of our common stock owned by our president and CEO. The
note is due on September 27, 2005 and accrues interest at a rate of 8% per year.
In addition,  we granted  Brittany a warrant to acquire 115,385 shares of Common
Stock.  We also granted  certain  registration  rights to Brittany in connection
with the shares  into which the note may be  converted  as well as in respect of
shares that may be issued in respect of the warrants.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a)   Not applicable

(b)   Not applicable

(c)   Exhibit No. Description
EXHIBIT           DESCRIPTION                                                      LOCATION
-------           -----------                                                      --------
Exhibit 99.1      Private Equity Credit  Agreement  dated as of April 27,          Provided herewith
                  2005 between   the Brittany Capital Management Limited

Exhibit 99.2      Registration  Rights  Agreement  dated as of April  27,          Provided herewith
                  2005   between  the  Company   and   Brittany   Capital
                  Management Limited

Exhibit 99.3      Common  Stock  Purchase  Warrant  dated as of April 27,          Provided herewith
                  2005

Exhibit 99.4      Securities  Purchase  Agreement  dated as of April  27,          Provided herewith
                  2005   between  the  Company   and   Brittany   Capital
                  Management Limited

Exhibit 99.5      Stock Pledge Agreement dated as of April 27, 2005                Provided herewith

Exhibit 99.6      Limited Recourse Guarantee dated as of April 27, 2005            Provided herewith

Exhibit 99.7      Registration  Rights  Agreement  dated as of April  27,          Provided herewith
                  2005   between  the  Company   and   Brittany   Capital
                  Management Limited

Exhibit 99.8      Secured  Convertible  Promissory Note Due September 27,          Provided herewith
                  2005
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.

Date: May 9, 2005                             AMERICAN PALLET LEASING, INC.

                                              By:   /s/ Timothy Bumgarner
                                              ----------------------------------
                                              Name:  Timothy Bumgarner
                                              Title: President & CEO