AMERICAN POWER CORP. - FORM 8-K - April 14, 2010
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| File | Filename | |||||
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| EX-10.1 - EXHIBIT 10.1 - AMERICAN POWER CORP. | ex10_1.htm | |||||
| EX-10.4 - EXHIBIT 10.4 - AMERICAN POWER CORP. | ex10_4.htm | |||||
| EX-10.5 - EXHIBIT 10.5 - AMERICAN POWER CORP. | ex10_5.htm | |||||
| EX-10.2 - EXHIBIT 10.2 - AMERICAN POWER CORP. | ex10_2.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 | |||||
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): April 9, 2010
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)
|
26-0693872
(IRS
Employer Identification Number)
|
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:
270- 897-8338
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))
TABLE OF
CONTENTS
|
Item
1.01 Entry into a Material Definitive
Agreement
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|
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
off Balance Sheet Arrangement of a Registrant
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|
Item
9.01 Financial Statements and Exhibits
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|
Exhibit
10.1 Escrow Agreement
Exhibit
10.2 Quit Claim Mineral & Coal Deed
Exhibit
10.3 Mortgage and Security Agreement
Exhibit
10.4 Promissory Note with Pace
Exhibit
10.5 Promissory Note with JBM
Exhibit
10.6 Closing Statement
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|
Signatures
|
Item
1.01 Entry into a Material Definitive Agreement
Escrow
Agreement
On April
9, 2010, Teen Glow entered into an Escrow Agreement by and between JBM Energy
Company, LLC, a Delaware limited liability company (“JBM”), Russell B. Pace, Jr
(“Pace”) and Realty Title Company, Inc., a Montana corporation (“Escrow Agent”).
JBM and Pace have entered into agreements with Teen Glow whereby they are
conveying certain coal and other mineral rights in Judith Basin County, Montana
to Teen Glow pursuant to Quit Claim Deed. JBM and Pace have also executed a
Mortgage which secures payments and other obligations due from Teen Glow to JBM
and Pace. Pursuant to the Escrow Agreement, the Quit Claim Deeds and the
Mortgage will be placed in escrow and held in escrow until the satisfaction of
certain conditions, at which time they would be delivered to the parties
entitled thereto and recorded. The Escrow Agreement is attached hereto as
Exhibit 10.1.
Quit
Claim Deeds
On April
9, 2010, Pace and Teen Glow executed a Quit Claim Mineral Deed. Pursuant to the
Quit Claim Mineral Deed, Pace, for good and valuable consideration, conveyed,
remised, and forever quit claim unto Teen Glow, and to its successors and
assigns forever, all mineral rights located under real property in Judith Basin
County, Montana. The Judith Basin County property comes with all tenements,
hereditaments, and appurtenances thereto belonging and also all of the estate,
right, title, interest, property, possession, claim and demand whatsoever, as
well in law as in equity, of Pace, of in, or to the premises to have and to hold
with the appurtenances unto Teen Glow and to its successors and assigns forever.
The Quit Claim Mineral Deed transfers all mineral rights (except for Coal), all
oil rights and all gas rights owned by Pace in the Judith Basin County property.
Also included in the Quit Claim Mineral Deed is reference to the Mineral Buy and
Sell Agreement attached as exhibit 10.6 on the Form 8-K filed with the
Securities and Exchange Commission on April 5, 2010, which is hereby
incorporated by reference. The Quit Claim Mineral Deed is filed hereto as
Exhibit 10.2.
On April
9, 2010, JBM and Teen Glow executed a Quit Claim Coal Mineral Deed. Pursuant to
the Quit Claim Coal Mineral Deed, JBM, for good and valuable consideration,
conveyed, remised, and forever quit claim unto Teen Glow, and to its successors
and assigns forever, all coal rights located under real property in Judith Basin
County, Montana. The Judith Basin County property comes with all tenements,
hereditaments, and appurtenances thereto belonging and also all of the estate,
right, title, interest, property, possession, claim and demand whatsoever, as
well in law as in equity, of JBM, of in, or to the premises to have and to hold
with the appurtenances unto Teen Glow and to its successors and assigns forever.
The Quit Claim Coal Mineral Deed transfers all coal rights owned by JBM in the
Judith Basin County property. Also included in the Quit Claim Coal Mineral Deed
is reference to the Coal Buy and Sell Agreement attached as exhibit 10.1 on the
Form 8-K filed with the Securities and Exchange Commission on April 5, 2010,
which is hereby incorporated by reference. The Quit Claim Mineral Deed is filed
hereto as Exhibit 10.2.
Mortgage
and Security Agreement
On April
9, 2010, Teen Glow, Pace, and JBM entered into a Mortgage and Security
Agreement. Teen Glow, for the sum of Three Million Seven Hundred Thousand
Dollars ($3,700,000) financed by Pace and JBM and acknowledged by Teen Glow,
mortgaged and confirmed unto Pace and JBM, their successors and assigns, the
following properties:
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-
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Real
Property: The real property is located in Judith Basin County, Montana,
and consists of Mineral rights and Coal rights;
and
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-
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Rents
and Profits: All rents, issues, royalties and profits now due or which may
hereafter become due under or by virtue of any lease, license, sublease,
or agreement, written or verbal, for the use, mining or other exploration
of the properties or any part thereof, whether now existing or hereafter
made; and
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-
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Judgment
and Awards: All awards and other compensation heretofore or hereafter made
to the present and all subsequent owners of the properties for any taking
or damaging by eminent domain, either permanent or temporary, of all or
any part of the properties or any easement or appurtenances
thereof.
|
These
properties are being sold by Pace and JBM and the Mortgage and Security
Agreement is executed for the purpose of securing payment of the unpaid
principal balance and the other agreed upon obligations contained in all
agreements between Pace, JBM, and Teen Glow. The Mortgage and Security Agreement
is attached hereto as exhibit 10.3. The unpaid principal balance is described in
more detail within the Promissory Note section of this Current Report of Form
8-K.
Promissory
Notes
On April
9, 2010, Teen Glow signed a Promissory Note with Pace, stating the Teen Glow
promises to pay to the order of Pace the sum of One Million Nine Hundred Fifty
Thousand U.S. Dollars ($1,950,000), to be payable to the following schedule and
terms:
|
i.
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$200,000
on October 9, 2010
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ii.
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$200,000
on April 9, 2011
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iii.
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$100,000
90 days following completion of Reserve Study and Mining Plan by Teen Glow
as required by Teen Glow’s agreement with Pace, but in no event later than
on April 9, 2012
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iv.
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$200,000
180 days following completion of Reserve Study and Mining Plan by Teen
Glow as required by Teen Glow’s agreement with Pace, but in no event later
than April 9, 2012
|
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v.
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Commencing
on April 9, 2014, the remaining principal balance of One Million Two
Hundred and Fifty Thousand U.S. Dollars ($1,250,000) shall be paid in
eight (8) equal quarterly installments plus all accrued interest on the
unpaid principal balance due on the date of each installment payment of
principal. Said quarterly installments of $156,250 each, plus the accrued
interest, shall be paid on April 9, 2014, July 9, 2014, October 9, 2014,
January 9, 2015, April 9, 2015, July 9, 2015, October 9, 2015 and January
9, 2016.
|
This
Promissory Note shall bear interest at the rate of five percent (5%) per annum,
but no interest shall be due payable by Teen Glow during the first two (2) years
following April 9, 2010. Interest shall commence to accrue starting on April 9,
2012 and interest only payments of $15,625 each shall be paid quarterly on the
ninth (9th) day
of each following July, October, January and April of every year through April
9, 2014 when thereafter quarterly interest payments are calculated on unpaid
principal balances through the end of each quarter. Teen Glow has the right to
repay all or any part of the principal balance at anytime without penalty. All
payments shall be made by bank wire. This Promissory Note is secured by the
Mortgage and Security Agreement which constitutes a first lien upon coal and
other mineral rights located in Judith Basin County, Montana. The Promissory
Note between Teen Glow and Pace is attached hereto as Exhibit 10.4.
On April
9, 2010, Teen Glow signed a Promissory Note with JBM, stating the Teen Glow
promises to pay to the order of JBM the sum of One Million Seven Hundred Fifty
Thousand U.S. Dollars ($1,750,000), to be payable to the following schedule and
terms:
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vi.
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$200,000
on July 9, 2010
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vii.
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$200,000
on January 9, 2011
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viii.
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$100,000
90 days following completion of Reserve Study and Mining Plan by Teen Glow
as required by Teen Glow’s agreement with JBM, but in no event later than
on April 9, 2012
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ix.
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Commencing
on April 9, 2014, the remaining principal balance of One Million Two
Hundred and Fifty Thousand U.S. Dollars ($1,250,000) shall be paid in
eight (8) equal quarterly installments plus all accrued interest on the
unpaid principal balance due on the date of each installment payment of
principal. Said quarterly installments of $156,250 each, plus the accrued
interest, shall be paid on April 9, 2014, July 9, 2014, October 9, 2014,
January 9, 2015, April 9, 2015, July 9, 2015, October 9, 2015 and January
9, 2016.
|
This
Promissory Note shall bear interest at the rate of five percent (5%) per annum,
but no interest shall be due payable by Teen Glow during the first two (2) years
following April 9, 2010. Interest shall commence to accrue starting on April 9,
2012 and interest only payments of $15,625 each shall be paid quarterly on the
ninth (9th) day
of each following July, October, January and April of every year through April
9, 2014 when thereafter quarterly interest payments are calculated on unpaid
principal balances through the end of each quarter. Teen Glow has the right to
repay all or any part of the principal balance at anytime without penalty. All
payments shall be made by bank wire. This Promissory Note is secured by the
Mortgage and Security Agreement which constitutes a first lien upon coal and
other mineral rights located in Judith Basin County, Montana. The Promissory
Note between Teen Glow and JBM is attached hereto as Exhibit 10.5.
Closing
Statement
On April
9, 2010, Teen Glow, JBM, Pace, and the Escrow Agent signed and executed the
Closing Statement. Pursuant to the Closing Statement, Teen Glow affirms the
following:
|
1.
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The
Quit Claim Deeds and the Mortgage and Security Agreement were delivered to
the Escrow Agent pursuant to the terms of the Escrow Agreement;
and
|
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2.
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Teen
Glow executed and delivered the Promissory Note for $1,750,000 to JBM and
the Promissory Note for $1,950,000 to Pace;
and
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3.
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Teen
Glow wired $150,000 to the JBM bank account designated;
and
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4.
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Teen
Glow and Pace agreed that 250,000 shares of stock of Teen Glow will be
delivered to Pace as soon as the reorganization of Teen Glow is completed;
and
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5.
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Upon
receipt from Teen Glow of funds for JBM and Pace, the Escrow Agent will
bank wire all of the funds received from Teen Glow to either JBM or Pace
after deducing any bank wire fees or charges incurred;
and
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6.
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The
Escrow Agent will be paid a flat one time fee of $800 to set up and
service all payments made under the Escrow Agreement;
and
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7.
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JBM
and Teen Glow agree to amend paragraph 2.a of the Coal Buy and Sell
Agreement to give Teen Glow twenty four (24) months to complete the
drilling and prepare the Reserve Study and the Mine Feasibility Study with
a Mining Plan (instead of 18 months as presently provided). The Coal Buy
and Sell Agreement attached as Exhibit 10.1 to the Form 8-K filed with the
Securities and Exchange Commission on April 5, 2010 is hereby incorporated
by reference; and
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8.
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JBM
and Teen Glow agree to amend paragraph 10.a of the Coal Buy and Sell
Agreement by adding at the end of the last sentence of paragraph 10.a the
following: “and the Buyer’s Promissory Note for the reaming balance of
$1,250,000 shall be cancelled.” The Coal Buy and Sell Agreement attached
as Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange
Commission on April 5, 2010 is hereby incorporated by reference;
and
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9.
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Pace
and Teen Glow agree to amend paragraph 9.a of the Mineral Buy and Sell
Agreement by adding the following sentence at the end of paragraph 9.a:
“If Buyer makes timely all payments provided for in paragraph 2 above, and
if Buyer becomes entitled to received the 40% equity interest in JBM as
provided for in paragraph 10.a of the Coal Buy and Sell Agreement, Buyer’s
Promissory Note to Pace for the remaining balance of $1,250,000 shall be
cancelled.” The Mineral Buy and Sell Agreement attached as Exhibit 10.6 to
the Form 8-K filed with the Securities and Exchange Commission on April 5,
2010 is hereby incorporated by reference.;
and
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10.
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JBM
and Teen Glow agree to amend paragraph 10.a of the Coal Buy and Sell
Agreement to provide that if JBM, at its option deems the Coal Agreement
terminated, null, void and no further force and effect, at which time Teen
Glow shall have no further rights or liabilities under the Coal Agreement
or the Promissory Note issued by Teen Glow thereunder, and all payments
made by Teen Glow shall be deemed forfeited and non-refundable. The Coal
Buy and Sell Agreement attached as Exhibit 10.1 to the Form 8-K filed with
the Securities and Exchange Commission on April 5, 2010 is hereby
incorporated by reference; and
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11.
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Pace
and Teen Glow agree to amend paragraph 9.a of the Mineral Buy and Sell
Agreement to provide that if Pace, at his option deems the Mineral
Agreement terminated, null, void and no further force and effect, at which
time Teen Glow shall have no further rights or liabilities under the
Mineral Agreement or the Promissory Note issued by Teen Glow thereunder,
and all payments made by Teen Glow shall be deemed forfeited and
non-refundable. The Mineral Buy and Sell Agreement attached as Exhibit
10.6 to the Form 8-K filed with the Securities and Exchange Commission on
April 5, 2010 is hereby incorporated by
reference.
|
The
Closing Statement is hereby attached as Exhibit 10.6.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an off
Balance Sheet Arrangement of a Registrant
Refer to
the Promissory Note section within Item 1.01 Entry into a Material Definitive
Agreement.
(d)
Exhibits.
Exhibit
10.1 Escrow
Agreement
Exhibit
10.2 Quit Claim Mineral &
Coal Deed
Exhibit
10.3 Mortgage and Security
Agreement
Exhibit
10.4 Promissory Note with
Pace
Exhibit
10.5 Promissory Note with
JBM
Exhibit
10.6 Closing
Statement
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 13, 2010
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By:
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/s/ Johannes
Petersen
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Johannes
Petersen, President
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