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): August 26, 2010
AMERICAN
POWER CORP.
(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)
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16
Market Square Centre
1400
16th Street, Suite 400
Denver
– CO 80202
Tel:
720.932.8389
Fax:
720.222.5151
(Address
of principal executive offices)
Copies
to:
JPF
Securities Law, LLC
19720
Jetton Road
Suite
300
Cornelius,
NC 28031
Tel:
704-897-8334
Fax:
980- 422-0334
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))
TABLE OF
CONTENTS
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Item
1.02 Termination of a Material Definitive
Agreement
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|
Item
3.03 Material Modification to Rights of Security
Holders
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Item
9.01 Financial Statements and Exhibits
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Signatures
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Item
1.02 Termination of a Material Definitive Agreement
As a
result of an internal policy shift at the Financial Industry Regulatory
Authority (“FINRA”), our recent name change and forward stock split did not
result in a ticker symbol change to letters that accurately reflect our new name
“American Power Corporation”. Accordingly, the Board of Directors
believed it to be in the best interest of the company to restructure such that
FINRA’s internal policies governing Over the Counter Bulletin Board companies
would allow us to receive a new ticker symbol that accurately reflects the new
name of our organization.
As a
result of the foregoing, American Power Corporation (the “Corporation”) and
American Power Merger Corporation (“APMC”), a Nevada corporation and subsidiary
of the Company, announced entry into an Agreement and Plan of Merger (“Merger
Agreement”) on a Current Report on Form 8-K, filed with the Securities and
Exchange Commission on July 13, 2010.
After
filing the proper notifications with FINRA for the Merger Agreement, the Merger
between the Corporation and APMC again did not result in a new ticker symbol for
the Corporation. FINRA’s internal policies governing Over the Counter Bulletin
Board companies did not allow the Merger between a parent and subsidiary
corporation to receive a new ticker symbol. FINRA would not provide
us with any particular rule citation or written correspondence on the
matter.
The
Corporation has therefore abandoned the Merger Agreement with APMC.
Item
3.03 Material Modification to Rights of Security Holders
As
announced in the Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 13, 2010, the material modification to rights of
security holders is not applicable pursuant to the termination of the Merger
Agreement. You WILL NOT be asked to exchange your existing stock certificate for
a new stock certificate with a new CUSIP number.
The
Current Report on Form 8-K filed with the Securities and Exchange Commission on
July 13, 2010 is hereby incorporated by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
None
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.
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American
Power Corp.
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DATED:
August 30, 2010
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By:
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/s/ Johannes
Petersen
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Johannes
Petersen, Director, CFO & Secretary
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