ex10_6.htm


     

    
      CLOSING
STATEMENT

       

      This
Closing Statement agreed to and executed this 9th day
of April, 2010, by and between JBM Energy Company, LLC, a Delaware limited
liability company ("JBM"). Russell B. Pace, Jr. ("Pace"), Teen Glow Makeup, Inc.
(name change to American Power Corp. in process), a Nevada corporation
("Buyer"), and Realty Title Company, Inc., a Montana corporation ("Escrow
Agent"),

       

      WITNESSETH:

       

      
        	
                 
      

              	
                1.
      Pursuant to the terms and conditions of the Escrow Agreement, entered into
      this 9th
      day of April, 2010, by and between JBM, Pace, Buyer and Escrow Agent, the
      following documents were delivered to the Escrow Agent to be held by it
      subject to the terms and conditions of said Escrow
    Agreement.

              


      

       

      a. Quit
Claim Deed dated April 9, 2010, from JBM to Buyer

                            
b. Quit
Claim Deed dated April 9, 2010, from Pace to Buyer

      c. Mortgage
and Security Agreement dated April 9, 2010 from Buyer to JBM and
Pace

       

      
        	
                 
      

              	
                2.
      Buyer executed and delivered (a) its Promissory Note for $1,750,000 to
      JBM, and (b) its Promissory Note for $1,950,000 to
  Pace.

              


      

       

      
        	
                 
      

              	
                3.
      Buyer has bank wired $150,000 to the account of JBM in the US Bank in
      Great Falls, Montana.

              


      

       

      
        	
                 
      

              	
                4.
      Buyer and Pace agreed that the 250,000 shares of stock which Buyer was to
      have delivered to Pace on April 9, 2010, will be delivered to Pace as soon
      as the reorganization of Buyer is completed which Buyer expects to occur
      within the next 3-4 weeks. The stock will be mailed to Pace
      at:

              


      

       

      2139
Bybee's Church Road

       

      Palmyra,
VA 22963

       

      
        	
                 
      

              	
                5.
      Promptly upon receipt from Buyer of funds for JBM and Pace, Escrow Agent
      will bank wire all of the funds received from Buyer to either JBM or Pace
      after deducting any bank wire fees or charges incurred. The bank wire
      instructions for wiring funds to JBM and Pace are as
    follows:

              


      

       

      A. For JBM Energy Company,
LLC

       

      Bank wire
$ to:

      U.S.
Bank

       

      300
Central Avenue

      Great
Falls, MT 59401

       

      406-455-1077

      Bank
Routing/ARA Number 092900383 For the account of:

      JBM
Energy Company, LLC Account No. 1-500-9034-1333

      B. For Russell B. Pace,
Jr.

       

      Bank wire
$ to:

      Bank of
America

       

      2103
Barracks Road

       

      Charlottesville,
VA 22903

       

      434-963-2907

      Bank
Routing/ARA Number 051000017 For the account of: 

      Russell
B. Pace, Jr. 

      Margaret
A. Pace 

      Account
No. 0041-1036-9763

       

      
        	
                6.  

              	
                Bank
      wire instructions for funds to be bank wired from Buyer to Escrow Agent
      are set forth in Exhibit A attached
hereto.

              


      

       

      
        	
                7.  

              	
                At
      closing Escrow Agent will be paid a flat one time fee of $800 to set up
      and service all payments made under the Escrow Agreement. Any bank wire
      fees or charges incurred will be deducted from the amounts bank wired to
      JBM and Pace. Recording fees for recording the documents will be paid to
      Escrow Agent at closing.

              


      

       

      
        	
                8.  

              	
                JBM
      and Buyer agree to amend paragraph 2.a. of the Coal Buy and Sell agreement
      to give Buyer 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). All other language and
      provisions in said paragraph 2.a. should remain the same and in full force
      and effect.

              


      

       

      
        	
                9.  

              	
                JBM
      and Buyer 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 remaining balance of $1,250,000 shall be
cancelled."

       

      All other
language and provisions in said paragraph 10.a. should remain the same and in
full force and effect.

       

      
        	
                10.  

              	
                Buyer
      and Pace 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 receive 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.

       

      All other
language and provisions in said paragraph 9.a. should remain the same and in
full force and effect.

       

      
        	
                11.  

              	
                Buyer
      and JBM 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 Buyer shall have
      no further rights or liabilities under the Coal Agreement or the
      Promissory Note issued by Buyer thereunder, and all payments made by Buyer
      shall be deemed forfeited and
non-refundable.

              


      

       

      All other
language and provisions in said paragraph 10.a. shall remain the same in full
force and effect.

       

      
        	
                 
      

              	
                12.
      Buyer and Pace 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 Buyer shall have no further rights or liabilities under the Mineral
      Agreement or the Promissory Note issued by Buyer thereunder, and all
      payments made by Buyer shall be deemed forfeited and
      non-refundable.

              


      

       

      All other
language and provisions in said paragraph 9.a. shall remain the same and in full
force and effect.

       

      Executed
as of this 9th day of April, 2010.

       

      
        	
                By:

              	 
      	
                BUYER:

                Teen
      Glow Makeup, Inc.

                {name
      change to American Power 'Corp.
      in process)

                By:                                                     

              
	 
      
	 
      	/s/ Russell B. Pace, Jr.	 
      	 /s/ Johannes Petersen
	 	Russell
      B. Pace, Jr. 	 	Johannes
      Petersen
	 	Individually 	 	President


      

       

       

                                  
ESCROW AGENT

      JBM
Energy Company,
LLC                                                                                                    
Realty Title Company, Inc.

       

      
        	
                By:

              	
                 

              	
                By:

              	 
      
	/s/ Russell B. Pace, Jr.	 
      


      

                         Russell
B. Pace, Jr. 

                        
Sole Manager

       

       

       

      EXHIBIT A
TO CLOSING

       

      REALTY
TITLE COMPANY

      201
6th
Street South

      Lewistown,
MT 59457

      (406)
535-2326/8176 Phone

      (406)
535-5184 Fax

      e-mail:
rtc@midrivers.com

       

      WIRE
TRANSFER ROUTING INSTRUCTIONS

       

      TO BE
ASSURED OF PROMPT PROCESSING OF YOUR INCOMING WIRES PLEASE PROVIDE THE FOLLOWING
INSTRUCTIONS TO THE INITIATING BANK:

       

      RECEIVING
BANK: (Field 3400)

       

      First
Bank of Montana 224 W. Main Street Lewistown, MT 59457

      (406)
538-7471

       

      ABA
ROUTING TRANSIT NUMBER 092900736

       

      BENFICIARY
INFORMATION(BNF) (Field 4100)

       

      ACCOUNT
# 5083121086

      
        	
                 
      

              	
                ACCOUNT
      NAME

              	
                REALTY
      TITLE COMPANY, INC. TRUST ACCOUNT

              


      

      
        	
                 
      

              	
                ORIGINATOR
      TO BENEFICIARY INFORMATION (OBI) (Field 6000) 

                Customer
      name:

              


      

      


      
        	
                 
      

              	
                Please
      request the receiving Bank notify Realty Title Company upon receipt at
      (406) 535-2326 or FAX
(406)-535-5184.