Attached files
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EX-10.1 - EXHIBIT 10.1 - AMERICAN POWER CORP. | ex10_1.htm |
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): June 30, 2010
AMERICAN
POWER CORP.
(F/K/A
TEEN GLOW MAKEUP, INC.)
(Exact
Name of Registrant as Specified in Charter)
NEVADA
(State
or other jurisdiction of incorporation or organization)
333-151517
(Commission
File Number)
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26-0693872
(IRS
Employer Identification Number)
|
16
Market Square Centre
1400
16th Street, Suite 400
Denver
– CO 80202
(Address
of principal executive offices)
(720) 932-8389
(Issuer
Telephone Number)
Copies
to:
JPF
Securities Law, LLC
19720
Jetton Road, Suite 300
Cornelius,
NC 28031
Tel:
704-897-8334
Fax:
270- 897-8338
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
|
Item
3.02 Unregistered Sales of Equity Securities
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Item
9.01 Financial Statements and Exhibits
|
Exhibit
10.1 Private Placement Subscription Agreement with Black Sands Holdings,
Inc.
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Signatures
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Item
1.01 Entry into a Material Definitive Agreement
As of
June 30, 2010, American Power Corp. (F/K/A Teen Glow Makeup, Inc.) (the
“Company” or the “Registrant”) entered into an Private Placement Subscription
For Non U.S. Subscribers (the “Agreement”) with Black Sands Holdings, Inc.
(“Black Sands”), in order to subscribe to and purchase eight hundred thousand
shares (800,000) of restricted common stock of the Company (the “Shares”). Black
Sands agreed to purchase the Shares at a purchase price of fifty cents (US$.50)
per share (aggregate sum of $400,000) (the “Purchase Price”).
Pursuant
to the terms of the Agreement, Black Sands will acquire the Shares from the
Registrant on or before June 30, 2010, after payment of the Purchase Price.
Black Sands is not an “affiliate” of the Registrant as defined by Rule 144(a)(1)
promulgated under the Securities Act of 1933.
An
executed copy of the Private Placement Subscription Agreement with Black Sands
is attached hereto as Exhibit 10.1.
The
Registrant currently has 87,380,000 issued and outstanding shares of common
stock that trade on the Over-The-Counter Bulletin Board under the symbol
"TGMP".
Item
3.02 Unregistered Sales of Equity Securities
Pursuant
to the Agreement, we issued 800,000 common shares to Black Sands Holdings, Inc.
at $0.50 per share for an aggregate price of $400,000. The proceeds
from this offering will be used for working capital purposes. We
relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as
amended and Regulation S. We made this offering based on the following facts:
(1) the issuance was an isolated private transaction which did not involve a
public offering; (2) there was only one offeree, (3) the offeree has agreed to
the imposition of a restrictive legend on the face of the stock certificate
representing the shares indicating the stock cannot be resold unless registered
or an exemption from registration is available; (4) the offeree was a
sophisticated investor familiar with our company and stock-based transactions;
(5) there were no subsequent or contemporaneous public offerings of the stock;
(6) the stock was not broken down into smaller denominations; and (7) the
negotiations for the sale of the stock took place directly between the offeree
and our management; (8) the sale was made offshore to a foreign
corporation.
(d)
Exhibits.
Exhibit
10.1 Private Placement Subscription Agreement with Black Sands Holdings,
Inc.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
American
Power Corp. (F/K/A Teen Glow Makeup, Inc.)
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DATED:
June 30, 2010
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By:
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/s/ Johannes
Petersen
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Johannes
Petersen, President
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Exhibit
Index
Exhibit
10.1 Private Placement Subscription Agreement with Black Sands Holdings,
Inc.