Attached files
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| EX-10.2 - AMERICAN POWER CORP. | ex10_2.htm |
| EX-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): November 20, 2009
TEEN GLOW MAKEUP,
INC.
(Exact
Name of Registrant as Specified in Charter)
NEVADA
(State
or other jurisdiction of incorporation or organization)
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333-151517
(Commission
File Number)
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26-0693872
(IRS
Employer Identification Number)
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297
Kingsbury Grade
Suite D,
Post Office Box 4470
Lake Tahoe, NV
89449-6957
(Address
of principal executive offices)
Copies
to:
JPF
Securities Law, LLC
19720
Jetton Road
Suite
300
Cornelius,
NC 28031
Tel:
704-897-8334
Fax:
704-897-8349
This
Current Report on Form 8-K is filed by Teen Glow Makeup, Inc., a Nevada
corporation (“Registrant”), in connection with the items described
below.
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))
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Item
1.01 Entry into a Material Definitive
Agreement
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Item
5.01 Changes in Control of Registrant
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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Item
9.01 Financial Statements and Exhibits
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Exhibit-10.1
Agreement for the Purchase of Common Stock with Pamela
Hutchinson
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Exhibit-10.2
Agreement for the Purchase of Common Stock with Andrea
Mizushima
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Signatures
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Item
1.01 Entry into a Material Definitive Agreement
Johannes
Petersen (the “Buyer”)
acquired approximately 98.523% of the issued and outstanding shares of stock of
the Company from Pamela Hutchinson (“Hutchinson”) pursuant to the
terms and conditions of an Agreement for the Purchase of Common Stock, dated
November 20, 2009, among the Buyer and Hutchinson (the “Hutchinson Agreement”). A
copy of the Hutchinson Agreement for the Purchase of Common Stock is filed as
exhibit 10.1 to this Current Report on Form 8-K.
The Buyer
acquired an additional .1159% of the issued and outstanding shares of stock of
the Company from Andrea Mizushima (“Mizushima”) pursuant to the
terms and conditions of an Agreement for the Purchase of Common Stock, dated
November 20, 2009, among the Buyer and Mizushima (the “Mizushima Agreement”). A
copy of the Mizushima Agreement for the Purchase of Common Stock is filed as
exhibit 10.2 to this Current Report on Form 8-K.
There
were no material relationships between the Registrant or its affiliates and any
of the parties to the Hutchinson Agreement or Mizushima Agreement (collectively
the “Agreements”), other than in respect to the Agreements.
Pursuant
to the terms and conditions of the Agreements, the Buyer acquired from
Hutchinson and Mizushima (collectively the “Sellers”) 8,510,000 shares of common
stock of the Registrant (the “Transaction”).
Item
5.01 Changes in Control of Registrant
The Buyer
entered into an agreement to acquire control of the Registrant on November 20,
2009 through the transfer of common stock representing approximately 98.64% of
the fully diluted issued and outstanding shares of stock of the
Registrant. Pursuant to the Agreements the Buyer purchased 8,510,000
shares of common stock from the Sellers. The Buyer paid $50,000 for the
Transaction.
Each
share of common stock is entitled to one vote on all matters upon which such
shares can vote. All shares of common stock are equal to each other with respect
to the election of directors and cumulative voting is not permitted. There are
no preemptive rights. In the event of liquidation or dissolution, holders of
common stock are entitled to receive, pro rata, the assets remaining, after
creditors, and holders of any class of stock having liquidation rights senior to
holders of shares of common stock, have been paid in full. All shares of common
stock are entitled to such dividends as the board of directors of the Registrant
(the “Board of
Directors”) may declare from time to time. There are no provisions in the
articles of incorporation or bylaws that would delay, defer or prevent a change
of control. The Registrant does not have any other classes of issued and
outstanding capital stock.
Immediately
prior to the closing of the Transaction, the Sellers served on the Board of
Directors. Pursuant to the terms and conditions set forth in the Agreements,
immediately following the closing of the Transaction, (1) the Buyer’ nominee,
Johannes Petersen was appointed to the Board of Directors; (2) the Sellers
tendered resignations from the Board of Directors and Pamela Hutchinson resigned
as an officer; (3) effective as of ten days after the delivery to the
shareholders of the Registrant of an Information Statement pursuant to Rule 14f;
(4) and the parties agreed to appoint the Buyer’s nominee, Johannes Petersen, to
the Board of Directors as at a future date to be determined by the
Buyer.
Item
5.02 Departure Of Directors Or Certain Officers; Election Of Directors;
Appointment Of Certain Officers; Compensatory Arrangement Of Certain
Officers.
Appointment
of Johannes Petersen to the Board of Directors
Immediately
following the closing of the Transaction, Johannes Petersen was appointed to the
Board of Directors.
Mr.
Petersen holds a BSc in Economics from Universidad del Pacifico (Peru) and an
MBA degree from the London Business School (UK). He brings to the Company
experience gained from multiple managerial and directorship positions within
diverse private and public companies. Since completing his business school
studies, Mr. Petersen gained business development and business planning
experience with an emphasis in the resources industry. He has worked in business
planning and development for natural resource projects and has also covered
several functions within the financial services industry, ranging from fixed
income to currency trading.
Mr.
Petersen currently sits on the board of directors of Reflection Oil & Gas
Partners Ltd., a private UK company of which he was a founder, Hainan Mining
Corporation Ltd., a private UK company of which he was a founder, and American
Sierra Gold Corp., a U.S. public company, currently quoted on the
OTCBB.
Mr.
Petersen formerly worked for Dragon Gold Resources Inc. and Century Petroleum
Corp., U.S. companies previously listed on the OTC Bulletin Board. He formerly
worked in Lima, Peru for the following: Peru Scan Trading SAC, Credibolsa SAB,
Banco de Credito del Peru and CONASEV (Peruvian securities regulation agency
equivalent to the SEC).
Mr.
Petersen has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). Mr. Petersen
has not, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result of
such proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to
such laws. Mr. Petersen has not, during the last five years, been a party of any
bankruptcy petition filed by or against any business of which he was a general
partner or executive officer either at the time of the bankruptcy or within two
years prior to that time.
Departure
of Pamela Hutchinson as Director and Chief Executive Officer, Chief Financial
Officer, and President
Immediately
following the closing of the Transaction, Pamela Hutchinson resigned as a
Director, the Chief Financial Officer, the President and the Chief Executive
Officer of the Registrant.
Departure
of Andrea Mizushima as Director
Immediately
following the closing of the Transaction, Andrea Mizushima resigned as a
Director of the Registrant.
Appointment
of Johannes Petersen as Chairman of the Board
Immediately
following the closing of the Transaction, the Registrant appointed Johannes
Petersen as its Chairman of the Board of Directors. There are no employment
agreements between the Registrant and Johannes Petersen.
Johannes
Petersen
Information
about Johannes Petersen is set forth above under “Appointment of Johannes
Petersen to the Board of Directors.”
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
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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Teen
Glow Makeup, Inc.
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DATED:
January 25, 2010
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By:
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/s/ Johannes
Petersen
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Johannes
Petersen, President
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