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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                   FORM 8-K/A

                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 2, 1999



                       AUTOMOTIVE PERFORMANCE GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)




<TABLE>
<S>                                         <C>                        <C>
           DELAWARE                           0-23705                       86-0850090
 (STATE OR OTHER JURISDICTION               (COMMISSION                   (IRS EMPLOYER
       OF INCORPORATION)                    FILE NUMBER)               IDENTIFICATION NUMBER)
</TABLE>


                  7341 ANACONDA AVENUE. GARDEN GROVE, CA. 92841
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (714) 373-2837


                                 NOT APPLICABLE
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)



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ITEM 2.  ACQUISITION OF ASSETS.

On April 2, 1999, Automotive Performance Group, Inc. (the "Company) acquired 80%
of the current outstanding shares of common stock of Boyds Wheels, Inc. The
shares were acquired pursuant to the First Amended Plan of Reorganization, as
modified pursuant to hearings of November 12-13, 1998, with Debtors in
Possession as co-proponents (the "Plan) which was confirmed by the United States
Bankruptcy Court for the Central District of California, Santa Ana Division
(Case Nos. SA 98-11545RA and SA 98-11547RA, respectively). A summary of the
material features of the Plan is set forth in Exhibit 10.16 of the Company's
1998 Form 10-KSB, which was filed with the Securities and Exchange Commission on
April 15, 1999.

The shares of common stock acquired by the Company were issued pursuant to the
Plan in consideration for, among other things, (1) a contribution of capital
from the Company in the amount of $500,000 to be paid to City National Bank ,
(2) the payment by the Company of allowed administrative claims in the
approximate amount of $1,200,000; (3) the issuance to holders of allowed
unsecured claims of 200,000 shares of the Company's common stock, on a pro-rata
basis; (4) the pledge by the Company of up to $2,000,000 in cash (to capitalize
Boyds Wheels, Inc.); and (5) the pledge by the Company of up to $50,000 to
pursue and litigate certain bankruptcy related claims and other potential causes
of action. The source of the foregoing consideration was, and will be, from the
Company's existing working capital. The shares of common stock issued to the
Disbursing Agent (the "Unsecured Creditor Shares") will be disbursed to the
holders of allowed unsecured claims pro rata in consideration for such claims.

The Company did not consider the acquisition of the Boyds stock to be the
acquisition of a business as defined by Reg S-X 210 11-01(d) as Boyds has not
conducted any significant operations for over one year, had no employees, sales
force, market distribution system, or active customer base. Additionally, the
Company has not yet determined the nature of how they will market or conduct the
future business of Boyds, but believes the nature of the revenue producing
activity will not be the same as before this transaction.

ITEM 7.:  FINANCIAL STATEMENTS AND EXHIBITS.

(a)      Financial statements of businesses acquired.

         Not applicable as the described transaction did not constitute the
purchase of a business as defined in Reg S-X 210 11-01(d) as there is not
sufficient continuity of the acquired entity's operations.

(b)      Pro forma financial information.


         Not required as transaction was not a purchase of a business as defined
by Reg S-X 210 11-01(d).

(c)      Exhibits.

         10.1     Boyds Agreement. (Incorporated by reference to the Company's
                  1998 Form 10-KSB)


                                   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.

                                             AUTOMOTIVE PERFORMANCE GROUP, INC.


Date: June 15, 1999                          By:/s/ Carl Walker
                                                ---------------------
                                                Carl Walker
                                                Chief Financial Officer


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