American Power 8K/A Entry into a Material Definitive Agreement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

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

AMERICAN POWER CORP.

(F/K/A 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 Amendment No. 1 on Form 8-K/A to the Current Report on Form 8-K originally filed with the Securities and Exchange Commission on April 14, 2010 by American Power Corp. (F/K/A Teen Glow Makeup, Inc.) (“American Power” or the “Company” or “Registrant”), amends the Current Report in only certain respects and restates the Current Report, as amended.

Check the appropriate box below if the Form 8-K/A 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

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an off Balance Sheet Arrangement of a Registrant

Item 5.06 Change in Shell Company Status

Item 9.01 Financial Statements and 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

Item 1.01 Entry into a Material Definitive Agreement

Escrow Agreement

On April 9, 2010, American Power 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 American Power whereby they are conveying certain coal and other mineral rights in Judith Basin County, Montana to American Power pursuant to Quit Claim Deed. JBM and Pace have also executed a Mortgage which secures payments and other obligations due from American Power 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 American Power 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 American Power, 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 American Power 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 American Power 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 American Power, 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 American Power 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, American Power, Pace, and JBM entered into a Mortgage and Security Agreement. American Power, for the sum of Three Million Seven Hundred Thousand Dollars ($3,700,000) financed by Pace and JBM and acknowledged by American Power, mortgaged and confirmed unto Pace and JBM, their successors and assigns, the following properties:

-	Real Property: The real property is located in Judith Basin County, Montana, and consists of Mineral rights and Coal rights; and

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

-	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 American Power. 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/A.

Promissory Notes

On April 9, 2010, American Power signed a Promissory Note with Pace, stating the American Power 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.	$200,000 on October 9, 2010

ii.	$200,000 on April 9, 2011

iii.	$100,000 90 days following completion of Reserve Study and Mining Plan by American Power as required by American Power’s agreement with Pace, but in no event later than on April 9, 2012

iv.	$200,000 180 days following completion of Reserve Study and Mining Plan by American Power as required by American Power’s agreement with Pace, but in no event later than April 9, 2012

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 American Power 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. American Power 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 American Power and Pace is attached hereto as Exhibit 10.4.

On April 9, 2010, American Power signed a Promissory Note with JBM, stating the American Power 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:

vi.	$200,000 on July 9, 2010

vii.	$200,000 on January 9, 2011

viii.

$100,000 90 days following completion of Reserve Study and Mining Plan by American Power as required by American Power’s agreement with JBM, but in no event later than on April 9, 2012

ix.

Closing Statement

On April 9, 2010, American Power, JBM, Pace, and the Escrow Agent signed and executed the Closing Statement. Pursuant to the Closing Statement, American Power affirms the following:

1.	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

2.	American Power executed and delivered the Promissory Note for $1,750,000 to JBM and the Promissory Note for $1,950,000 to Pace; and

3.	American Power wired $150,000 to the JBM bank account designated; and

4.	American Power and Pace agreed that 250,000 shares of stock of American Power will be delivered to Pace as soon as the reorganization of American Power is completed; and

5.	Upon receipt from American Power of funds for JBM and Pace, the Escrow Agent will bank wire all of the funds received from American Power to either JBM or Pace after deducing any bank wire fees or charges incurred; and

6.	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

JBM and American Power agree to amend paragraph 2.a of the Coal Buy and Sell Agreement to give American Power 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

JBM and American Power 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

Pace and American Power 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

10.

JBM and American Power 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 American Power shall have no further rights or liabilities under the Coal Agreement or the Promissory Note issued by American Power thereunder, and all payments made by American Power 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

11.

Pace and American Power 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 American Power shall have no further rights or liabilities under the Mineral Agreement or the Promissory Note issued by American Power thereunder, and all payments made by American Power 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.

Item 5.06 Change in Shell Company Status

We believe we have ceased to be a shell company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(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*

*Filed previously on the Form 8-K filed with the Securities and Exchange Commission on April 14, 2010.

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.

	American Power Corp. (F/K/A Teen Glow Makeup, Inc.)

DATED: June 25, 2010	By:	/s/ Johannes Petersen
		Johannes Petersen, President

Exhibit Index