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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):
March
19, 2010 (March 8, 2010)
AMERICAN
ENERGY PRODUCTION, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
333-52812
|
74-2945581
|
||
(State
or other jurisdiction
|
(Commission File
Number)
|
(I.R.S.
Employer Identification No.)
|
||
of
incorporation)
|
6073
Hwy 281 South
Mineral
Wells, Texas 76067
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (940) 445-0698
Check the
appropriate box below if the Form 8-K 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))
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Section 1 -- Registrant's Business and
Operations
Item
1.01 Entry into a Material Definitive Agreement
Effective
March 1, 2010, the Registrant executed a definitive agreement (the
“Transaction”) with Emerald Bay Energy, Inc., a publicly traded Calgary based
Energy Company and a private third party (together the “Purchasers”) for the
purchase of its wholly owned subsidiary Production Resources Inc.
(“PRI”). The purchase price is $850,000 USD comprised of a
combination of $425,000 USD value of Emerald Bay Energy (“EBY”) restricted stock
and $425,000 USD cash from a private third party. Additionally, the
Registrant would retain a 1% overriding royalty on any oil or natural gas
formation below 1,200 feet deep. The Transaction was subject to the final
approval of the TSX Venture Exchange (“TSX”).
The USD
$425,000.00 worth of EBY restricted common stock to be issued to the Registrant
was set at $0.08 per share CDN based upon the exchange rate between Canadian and
United States Dollars as of the date of Closing when the TSX gave final
approval. However, the Transaction specified that in the event that
the EBY restricted stock amount to be issued resulted in ownership by the
Registrant of ten percent (10%) or more of the outstanding shares of EBY, then
the EBY Stock amount would be reduced to an amount of EBY shares which does not
exceed 9.97% of the total outstanding common shares of EBY and the resulting
shortfall in the $425,000 USD value of the EBY Stock amount of the purchase
price would be paid to the Registrant in cash as consulting services fees under
an eighteen (18) month consulting agreement.
Item
2.01 Completion of Acquisition or Disposition of Assets
Effective
March 8, 2010, the TSX approved the Transaction and under the terms of the
definitive agreement, 5.0 million shares of EBY restricted common stock were
issued to the Registrant, along with an eighteen (18) month consulting agreement
totaling USD$36,800. Additionally, the Registrant will also retain a
1% gross overriding royalty on any oil or natural gas formation below 1,200
feet.
Item
9.01. Financial Statements and Exhibits
(b)
Pro Forma Financial Information
Pro Forma
Financial Information required pursuant to Article Rule 8-05 of Regulation S-X
(17 CFR 210.8-05) for smaller reporting companies will be filed by Amendment no
later than May 17, 2010, which date is 75 days after the effective date of the
Transaction.
(d)
Exhibits
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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.
AMERICAN ENERGY PRODUCTION, INC. | |||
Date: March
19, 2010
|
By:
|
/s/ Charles Bitters | |
Charles Bitters | |||
Chief Executive Officer | |||
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