Attached files
| file | filename |
|---|---|
| EX-10.7 - EXHIBIT 10.7 - AMERICAN POWER CORP. | ex10_7.htm |
| EX-10.4 - EXHIIBT 10.4 - AMERICAN POWER CORP. | ex10_4.htm |
| EX-10.1 - EXHIBIT 10.1 - AMERICAN POWER CORP. | ex10_1.htm |
| EX-10.6 - EXHIBIT 10.6 - AMERICAN POWER CORP. | ex10_6.htm |
| EX-10.3 - EXHIBIT 10.3 - AMERICAN POWER CORP. | ex10_3.htm |
| EX-10.2 - EXHIBIT 10.2 - AMERICAN POWER CORP. | ex10_2.htm |
| EX-10.5 - EXHIBIT 10.5 - AMERICAN POWER CORP. | ex10_5.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): March 31, 2010
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)
|
26-0693872
(IRS
Employer Identification Number)
|
16 Market
Square Centre
1400 16th
Street, Ste 400
Denver CO
80202
(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 (“Teen Glow” or the “Company” or “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
9.01 Financial Statements and Exhibits
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Exhibit
10.1 Coal Buy and Sell Agreement
Exhibit
10.2 Assignment and Assumption of Coal
Agreement
Exhibit
10.3 Consulting Agreement
Exhibit
10.4 Stock Agreement
Exhibit
10.5 Assignment and Assumption of Stock and Consulting
Agreements
Exhibit
10.6 Mineral Buy and Sell Agreement
Exhibit
10.7 Assignment and Assumption of Mineral
Agreement
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Signatures
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Item
1.01 Entry into a Material Definitive Agreement
Assignment
and Assumption of Coal Agreement
On March
31, 2010, the Registrant, Future Gas Holdings, Ltd. (“Future Gas”) and JBM
Energy Company, LLC (“JBM”) entered into an Assignment and Assumption of Coal
Agreement to transfer and assign all of the rights and obligations of Future Gas
under a Coal Buy and Sell Agreement discussed below. The Registrant
desires to acquire such rights and assume all obligations of Future Gas under
the agreement and Future Gas has assigned, transferred and conveyed to the
Registrant all of Future Gas’ rights, interests, obligations and liabilities
under the Coal Buy and Sell Agreement. The Registrant has accepted the
assignment, transfer and conveyance, and agreed to assume, to abide by, to be
responsible for and to perform, all obligations, covenants, representations,
warranties and other commitments made by Future Gas under all terms and
conditions of the agreement. The Assignment and Assumption of Coal Agreement is
attached hereto as Exhibit 10.2.
Pursuant
to a Coal Buy and Sell Agreement dated as of February 4, 2010, Future Gas agreed
to purchase all coal mineral rights owned by JBM in certain real property
located in Judith Basin County, Montana as described in the Quit Claim Deed
within the Coal Buy and Sell Agreement for a purchase price of $1,950,000. The
purchase price of $1,950,000 was to be paid by Future Gas to JBM in accordance
with the following terms and schedules: Fifty Thousand U.S. Dollars ($50,000)
upon execution of the Coal Buy and Sell Agreement. One Hundred Fifty Thousand
U.S. Dollars ($150,000) on the closing date of the Coal Buy and Agreement. The
balance of One Million Seven Hundred Fifty Thousand U.S. Dollars ($1,750,000)
paid by Future Gas executing and delivering to JBM on the closing date, Future
Gas’ negotiable Promissory Note payable to JBM on the following terms and
schedules: $200,000, 90 days following closing, $200,000, 270 days following
closing, $100,000, 90 days following completion of a Reserve Study and Mining
Plan. The Promissory Note shall bear interest at the rate of five
percent (5%) per annum, but no interest shall be due and payable by Future Gas
during the first two (2) years following the Closing Date. Interest
only payments shall be made quarterly during the third and fourth years
following the Closing Date. Commencing the fifth year following the
Closing Date, the principal balance of One Million Two Hundred Fifty Thousand
U.S Dollars ($1,250,000) shall be paid in eight (8) equal quarterly
installments, plus accrued interest on unpaid principal balance to date of each
principal payment. Future Gas shall have the right to prepay all or
any part of the principal balance at any time without penalty. The
entire principal balance and all accrued interest shall be accelerated and
became immediately due and payable if the Future Gas sells or transfers the coal
property. All of the above payments will be secured by a mortgage on
the coal property and the other mineral property being conveyed by JBM to Future
Gas at Closing. The form and substance of the Promissory Note and
Mortgage shall be acceptable to JBM.
Under the
Coal Buy and Sell Agreement dated February 4, 2010, JBM will be paid a royalty
of Twenty-Five Cents ($0.25) per ton on all coal when and as mined from the coal
property. The Coal Buy and Sell Agreement is attached hereto as
Exhibit 10.1.
All of
the above-mentioned rights and obligations were assigned to the Registrant on
March 31, 2010 pursuant to the Assignment and Assumption of Coal
Agreement.
Assignment
and Assumption of Stock and Consulting Agreements
On March
31, 2010 the Registrant, Russell B. Pace, Jr. (“Pace”) and Future Gas entered
into an Assignment and Assumption of Stock and Consulting Agreements to transfer
and assign all of Future Gas’ rights and obligations under a the Stock Agreement
dated February 4, 2010 and a Consulting Agreement dated February 4, 2010 both of
which are discussed in detail below. The Registrant desires to acquire such
rights and assume all obligations of Future Gas under the agreement and Future
Gas has assigned, transferred and conveyed to the Registrant all of Future Gas’
rights, interests, obligations and liabilities under the Stock Agreement and the
Consulting Agreement. The Registrant has accepted the assignment, transfer and
conveyance, and agreed to assume, to abide by, to be responsible for and to
perform, all obligations, covenants, representations, warranties and other
commitments made by Future Gas under all terms and conditions of the agreements.
The Assignment and Assumption of Stock and Consulting Agreements is attached
hereto as Exhibit 10.5.
Pursuant
to the Consulting Agreement dated as of February 4, 2010, between Pace and
Future Gas, Pace agreed to provide consulting services to Future Gas concerning
the coal property conveyed to Future Gas by JBM in the Coal Buy and Sell
Agreement, and other minerals conveyed to Future Gas by Pace in the Mineral Buy
and Sell Agreement. Future Gas agreed to pay Pace $5,000 on the first
day of the month following the closing date of the Coal Buy and Sell Agreement
and on the first day of each following month during the term hereof or until
terminated. Pace agreed to make himself available to perform
consulting services for Future Gas for 5 days during each paid
month. Future Gas had the option to require Pace to perform
consulting services for an additional 5 days during each paid month for an
additional $1,000 per each additional day. If Future Gas required
more than 10 days per paid month, Pace had the option to decline or if accepted,
Future Gas agreed to pay Pace $500 per each additional day. The Consulting
Agreement is attached hereto as Exhibit 10.3.
Pursuant
to the Stock Agreement dated as of February 4, 2010, between Pace and Future
Gas, Future gas would issue to Pace 1,000,000 shares of Future Gas’ common stock
pursuant to the following conditions: 250,000 shares at the closing date of the
Coal Buy and Sell Agreement, 250,000 shares 6 months following the closing date,
250,000 shares 12 months following the closing date and 250,000 shares 18 months
following the closing date. The 1,000,000 shares issued to Pace will
be treated the same as any other common, voting stock with respect to stock
splits, dividends and other stock distributions, and other form of
recapitalizations. The stock issued to Pace and any increases thereto
resulting from the above actions shall be subject to dilution in the same manner
and in the same proportion as the other common, voting stock. The
Stock Agreement is attached hereto as Exhibit 10.4.
All of
the above-mentioned rights and obligations were assigned to the Registrant on
March 31, 2010 pursuant to the Assignment and Assumption of Stock and Consulting
Agreements.
Assignment
and Assumption of Mineral Agreement
On March
31, 2010 the Registrant, Pace and Future Gas entered into an Assignment and
Assumption of Mineral Agreement to transfer and assign all of Future Gas’ rights
and obligations under the Mineral Buy and Sell Agreement dated February 4, 2010
discussed in detail below. The Registrant desires to acquire such
rights and assume all obligations of Future Gas under the agreement and Future
Gas has assigned, transferred and conveyed to the Registrant all of Future Gas’
rights, interests, obligations and liabilities under the Mineral Buy and Sell
Agreement. The Registrant has accepted the assignment, transfer and conveyance,
and agreed to assume, to abide by, to be responsible for and to perform, all
obligations, covenants, representations, warranties and other commitments made
by Future Gas under all terms and conditions of the agreements. The
Assignment and Assumption of Mineral Agreements is attached hereto as Exhibit
10.7.
Pursuant
to the Mineral Buy and Sell Agreement dated as of February 4, 2010, Pace sold to
Future Gas all of the oil, gas, iron ore and all other minerals of whatever
nature, except coal, located in the Judith Basin County, Montana, as described
in the Quit Claim Deed within the Mineral Buy and Sell Agreement for a purchase
price of $1,950,000. The purchase price of $1,950,000 was to be paid by Future
Gas executing and delivering to Pace on the closing date a negotiable Promissory
Note payable to Pace on the following terms and schedules: $200,000,
180 days following closing. $200,000, 360 days following
closing. $100,000, 90 days following completion of Reserve Study and
Mining Plan. $200,000, 180 days following completion of Reserve Study
and Mining Plan. The Promissory Note shall bear interest at the rate
of five percent (5%) per annum, but no interest shall be due and payable by
Future Gas during the first two (2) years following the Closing
Date. Interest only payments shall be made quarterly during the third
and fourth years following the Closing Date. Commencing the fifth
year following the closing date, the principal of $1,250,000 shall be paid in
eight (8) equal quarterly installments, plus accrued interest on unpaid
principal balance to date of each principal payment. Future Gas shall
have the right to prepay all or any part of the principal balance at any time
without penalty. The entire principal balance and all accrued
interest shall be accelerated and became immediately due and payable if the
Future sells or transfers the coal property or the mineral
property. All of the above payments will be secured by a mortgage on
the coal property and the other mineral property being conveyed by
Pace. Pace was to be paid a royalty equal to twenty percent (20%) of
all royalties or other payments received by Future Gas as a result of any lease
of the mineral property being conveyed to Future Gas in the Mineral Buy and Sell
Agreement, or any portion thereof, and twenty percent (20%) of all net cash
proceeds and/or other considerations received by Future Gas from the sale or
other disposition of the mineral property being conveyed to Future Gas in the
Mineral Buy and Sell Agreement or any portion thereof. The Mineral Buy and Sell
Agreement is attached hereto as Exhibit 10.6.
All of
the above-mentioned rights and obligations were assigned to the Registrant on
March 31, 2010 pursuant to the Assignment and Assumption of Mineral
Agreement.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
10.1 Coal Buy and Sell
Agreement
Exhibit
10.2 Assignment and Assumption of
Coal Agreement
Exhibit
10.3 Consulting
Agreement
Exhibit
10.4 Stock
Agreement
Exhibit
10.6 Mineral Buy and Sell
Agreement
Exhibit
10.7 Assignment and Assumption of
Mineral Agreement
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:
April 4, 2010
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By:
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/s/ Johannes
Petersen
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Johannes
Petersen, President
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