U.S.
Securities and Exchange Commission
 Washington,
D.C. 20549
 
 FORM
10-Q
  [X]           QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
 
 For the Quarterly Period Ended March
31, 2010
 
 
 [
      ]
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE
      ACT OF 1934
 
 For
the Transition Period From ____to _____
 
 Commission
File Number
 333-151517
  TEEN
GLOW MAKEUP, INC.
 Nevada
                (State
      or other jurisdiction of
                incorporation
      or organization)
              26-0693872
                (I.R.S.
      employer
                identification
      number)16
      Market Square Center
                1400
      16th Street  Suite 400
                Denver,
      CO 80202
                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
                (Address
      of principal executive offices and zip code)
 Indicate
by check mark if the registrant is a well-know seasoned issuer, as defined in
Rule 405 of the Securities Act.
 Yes
[  ]                                No
[x]
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act
 Yes
[  ]                                No
[x]
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
 [x]
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this
chapter) during the preceding 12 months (or such shorter period that the
registrant was required to submit and post such files).
 [  ]
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 if
Regulation S-K (229.405 of this Chapter) is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in definitive proxy of
information statements incorporated by reference in Part III of this Form 10-Q
or any amendments to this Form 10-Q.
 [  ]
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
      accelerated filer
               ̈Non-accelerated
      filer
               ̈(Do not
      check if a smaller reporting company)Accelerated
      filer
               ̈Smaller
      reporting company
              X
 
 Indicate
by check mark whether the registrant is a shell company (as defined in rule
12b-2 of the exchange act).
 Yes
[x]                                No
[  ]
 
 Number of
shares of common stock outstanding as of March 31,
2010:      8,627,000
  CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING INFORMATION
 
 The
discussion contained in this 10-Q under the Securities Exchange Act of 1934, as
amended, contains forward-looking statements that involve risks and
uncertainties. The issuer's actual results could differ significantly from those
discussed herein. These include statements about our expectations, beliefs,
intentions or strategies for the future, which we indicate by words or phrases
such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the
Company believes," "management believes" and similar language, including those
set forth in the discussions under "Notes to Financial Statements" and
"Management's Discussion and Analysis or Plan of Operation" as well as those
discussed elsewhere in this Form 10-Q. We base our forward-looking statements on
information currently available to us, and we assume no obligation to update
them. Statements contained in this Form 10-Q that are not historical facts are
forward-looking statements that are subject to the "safe harbor" created by the
Private Securities Litigation Reform Act of 1995.
 
 1
  PART
    I
                Page
      No.Item
      1.  Financial
      Statements
                2Item
      2.  Management's Discussion and Analysis of Financial Condition
      and Results of Operations
                10Item
      3.  Quantitative and Qualitative Disclosures About Market
      Risk
                11Item
      4.  Controls and Procedures
                11Item
      4T. Controls and Procedures
                11PART
      II14Item
      1.  Legal Proceedings14Item
      1A. Risk Factors14Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds14Item
      3.  Defaults Upon Senior Securities14Item
      4.  Submission of Matters to a Vote of Security
      Holders14Item
      5.  Other Information14Item
      6.  Exhibits
 
 2
  ITEM 1.FINANCIAL
STATEMENTS
 
 INDEX TO
TEEN GLOW MAKEUP, INC. FINANCIAL STATEMENTS
  TEEN
      GLOW MAKEUP, INC.
                
                PAGEBalance
      Sheets
                
                
                4Statements
      of Operations
                
                
                5Statement
      of Stockholders’ Deficit
                
                
                6Statements
      of Cash Flows
                
                
                7Notes
      to Financial Statements
                
                
                8
  3
 
 TEEN
GLOW MAKEUP, INC.
 (An
Exploration Stage Enterprise)
 BALANCE
SHEETS
 March
      31,
                2010
                (Unaudited)
              
              
              September
      30, 2009
                (Audited)ASSETSCURRENT
      ASSETSCash
              
              $
              2,804
              
              
              $
              147Prepaid
              
              
              761Total current
      assets
              
              
              3,565
              
              
              
              147Fixed
      asset-net
              
              
              1,363
              
              
              
              -Website-
      net
              
              
              8,012
              
              
              
              -Total
      assets
              
              $
              12,940
              
              
              $
              147LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESAccounts payable and accrued
      liabilities
              
              $
              19,524
              
              
              $
              13,256Due to related
    party
              
              
              22,326
              
              
              
              11,408Total current
      liabilities
              
              
              41,850
              
              
              
              24,664Total
      liabilities
              
              
              41,850
              
              
              
              24,664STOCKHOLDERS’
      DEFICITCommon stock, $0.001 par
      value,Authorized
      75,000,000 shares of common stock,Issued
      and outstanding 8,627,000 shares of common stock
              
              
              8,627
              
              
              
              8,627Additional
      paid-in capital
              
              
              19,881
              
              
              
              3,683Deficit accumulated during the
      exploration stage
              
              
              (57,418
              )
              
              
              (36,827
              )Total stockholders’
      deficit
              
              
              (28,910
              )
              
              
              (24,517
              )Total
      liabilities and stockholders’ deficit
              
              $
              12,940
              
              
              $
              147
 
 The
accompanying notes are an integral part of these financial
statements
 
 4
 
 TEEN
GLOW MAKEUP, INC.
 (An
Exploration Stage Enterprise)
 STATEMENTS
OF OPERATIONS
 (Unaudited)
 Three
      months
                  ended
                  March
      31,
                  2010
                Three
      months
                  ended
                  March
      31,
                  2009
                Six
      months
                  ended
                  March
      31,
                  2010
                Six
      months ended
                  March
      31,
                  2009
                From
      inception
                  (August
      7, 2007) through
                  March
      31, 2010REVENUE
                $                -
                $                -
                $                -
                $                 -
                $                 -EXPENSESGeneral
      and               administrative
                (5,649)
                (64)
                (6,603)
                (64)
                (12,528)Professional fees
                (8,488)
                (6,355)
                (13,988)
                (12,209)
                (44,890)NET
      LOSS
                $         (14,137)
                $           (6,419)
                $         (20,591)
                $        (12,273)
                $           (57,418)
  BASIC
      NET LOSS PER SHARE
                $          (0.00)
                $          (0.00)
                $          (0.00)
                $          (0.00)WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC
                8,627,000
                8,377,169
                8,627,000
                8,377,169
 
  The
accompanying notes are an integral part of these financial
statements
 
 5
 
 TEEN
GLOW MAKEUP, INC.
 (An
Exploration Stage Enterprise)
 STATEMENT
OF STOCKHOLDERS’ DEFICIT
 FROM
INCEPTION (AUGUST 7, 2007) TO MARCH 31, 2010
 (Unaudited)
 
 Common
      Stock
              
              
              
              
              
              
              
              
              Deficit
      AccumulatedNumber
      of shares
              
              
              Amount
              
              
              Additional
                Paid-in
      Capital
              
              
              Subscription
                Receivable
              
              
              During
                exploration
                Stage
              
              
              Total
                Stockholders’
                DeficitBalance,
      August 7, 2007 (Inception)
              
              
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Common
      stock issued for cash at $0.001per
      share August 13, 2007
              
              
              8,500,000
              
              
              
              8,500
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              8,500Subscription
      receivable
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (8,500
              )
              
              
              -
              
              
              
              (8,500
              )Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (2,525
              )
              
              
              (2,525
              )Balance,
      September 30, 2007
              
              
              8,500,000
              
              
              
              8,500
              
              
              
              -
              
              
              
              (8,500
              )
              
              
              (2,525
              )
              
              
              (2,525
              )Subscription
      received
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              8,500
              
              
              
              -
              
              
              
              8,500Common
      stock issued for cash at $0.03
                per
      share July & August 2008
              
              
              127,000
              
              
              
              127
              
              
              
              3,683
              
              
              
              -
              
              
              
              -
              
              
              
              3,810Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (12,964
              )
              
              
              (12,964
              )Balance,
      September 30, 2008
              
              
              8,627,000
              
              
              
              8,627
              
              
              
              3,683
              
              
              
              -
              
              
              
              (15,489
              )
              
              
              (3,179
              )Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (21,338
              )
              
              
              (21,338
              )Balance,
      September 30, 2009
              
              
              8,627,000
              
              
              
              8,627
              
              
              
              3,683
              
              
              
              -
              
              
              
              (36,827
              )
              
              
              (24,517
              )Forgiveness
      of debt by former Director
              
              
              
              
              
              
              
              
              
              
              16,198
              
              
              
              
              
              
              
              
              
              
              
              16,198Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (20,591
              )
              
              
              (20,591
              )Balance,
      March 31, 2010 (Unaudited)
              
              
              8,627,000
              
              
              $
              8,627
              
              
              $
              19,881
              
              
              $
              -
              
              
              $
              (57,418
              )
              
              $
              (28,910
              )
 
 
 The
accompanying notes are an integral part of these financial
statements
 
 6
 
 TEEN
GLOW MAKEUP, INC.
 (An
Exploration Stage Enterprise)
 STATEMENTS
OF CASH FLOWS
 (Unaudited)
 Six
      months ended March 31, 2010
              
              
              Six
      months ended March 31, 2009
              
              
              From
      inception (August 7, 2007) through
                March
      31, 2010CASH
      FLOWS FROM OPERATING ACTIVITIESNet loss
              
              $
              (20,591
              )
              
              $
              (12,273
              )
              
              $
              (57,418
              )Change in operating assets and
      liabilitiesIncrease in prepaid
      expenses
              
              
              (761
              )
              
              
              -
              
              
              
              (761
              )Increase in accrued
      expenses
              
              
              6,268
              
              
              
              2,051
              
              
              
              19,524NET
      CASH USED IN OPERATING
                ACTIVITIES
              
              
              (15,084
              )
              
              
              (10,222
              )
              
              
              (38,655
              )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of fixed assets
              
              
              (1,363
              )
              
              
              -
              
              
              
              (1,363
              )Purchase
      of website
              
              
              (8,012
              )
              
              
              -
              
              
              
              (8,012
              )NET
      CASH PROVIDED BY INVESTING ACTIVITIES
              
              
              (9,375
              )
              
              
              -
              
              
              
              (9,375
              )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds from sale of common
      stock
              
              
              -
              
              
              
              -
              
              
              
              12,310Proceeds from related
      party
              
              
              27,116
              
              
              
              5,000
              
              
              
              38,524NET
      CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              27,116
              
              
              
              5,000
              
              
              
              50,834NET
      INCREASE (DECREASE) IN CASH
              
              
              2,657
              
              
              
              (5,222
              )
              
              
              2,804CASH,
      BEGINNING OF PERIOD
              
              
              147
              
              
              
              5,346
              
              
              
              -CASH,
      END OF PERIOD
              
              $
              2,804
              
              
              $
              124
              
              
              $
              2,804
 Supplemental
cash flow information:
 Non cash
Investing and Financing activities:
 
 Interest
              
              $
              -
              
              
              $
              -
              
              
              $
              -Income taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -Forgiveness of debt by former
      director
              
              $
              16,198
              
              
              $
              -
              
              
              $
              16,198
 
 The
accompanying notes are an integral part of these financial
statements
 
 7
 
 TEEN
GLOW MAKEUP, INC.
 (An
Exploration Stage Enterprise)
 NOTES
TO FINANCIAL STATEMENTS
 MARCH
31, 2010
 Unaudited
 
 NOTE
1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
 
 Teen Glow
Makeup, Inc. (“Company”) is in the initial exploration stage and has incurred
losses since inception totaling $57,418.  The Company was incorporated
on August 7, 2007 in the State of Nevada and established a fiscal year end of
September 30.  The Company is an exploration stage enterprise
organized to acquire and conduct exploration work on the properties and
prospects we acquire in order to ascertain whether they possess economic
quantities of coal and/or hydrocarbons. The Company is currently in the
exploration stage as defined in FASB ASC 915-10, "Development Stage Entities".
All activities of the Company to date relate to its organization, initial
funding and share issuances.
 
 The
financial information is unaudited. In the opinion of management, all
adjustments necessary to present fairly the financial position as of March 31,
2010 and the results of operations, stockholders' deficit and cash flows
presented herein have been included in the financial statements.
 
 The
accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions for Form 10-Q and Regulation
S-X.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, all adjustments
considered necessary for a fair presentation have been included.  All
such adjustments are of a normal recurring nature.  Operating results
for the three and six month period ended March 31, 2010, are not necessarily
indicative of the results that may be expected for the fiscal year ending
September 30, 2010. For further information refer to the financial statements
and footnotes thereto included in the Company’s Annual Report on Form 10-K for
the year ended September 30, 2009.
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Basis
of Presentation
 The
financial statements present the balance sheets and statements of operations,
stockholders’ deficit and cash flows of the Company. These financial statements
are presented in United States dollars and have been prepared in accordance with
accounting principles generally accepted in the United States.
 
 Use
of Estimates and Assumptions
 Preparation
of the financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and
assumptions that affect certain reported amounts and
disclosures.  Accordingly, actual results could differ from those
estimates.
 
 Going
Concern
 The
Company’s financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern.  This
contemplates the realization of assets and the liquidation of liabilities in the
normal course of business.  Currently, the Company does not have cash
nor material assets, nor does it have operations or a source of revenue
sufficient to cover its operation costs and allow it to continue as a going
concern.  The Company has a deficit accumulated since inception
(August 7, 2007) through March 31, 2010 of ($57,418).The Company will be
dependent upon the raising of
  Going
Concern (continued)
 
 additional
capital through placement of our common stock in order to implement its business
plan, or merge with an operating company.  There can be no assurance
that the Company will be successful in either situation in order to continue as
a going concern.  The Company is funding its initial operations by way
of issuing Founder’s shares. As of March 31, 2010, the Company had issued
8,627,000, of which 8,500,000 were Founder’s shares sold at $0.001 per share and
127,000 shares were issued at $0.03 for net funds to the Company of $12,310.
These financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might result from this
uncertainty.
 
 The
officers and directors have committed to advancing certain operating costs of
the Company.
 
 Cash
and Cash Equivalents
 For
purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents.
 
 Fair
Value
 In
accordance with the requirements of FASB ASC 820-10 “Fair Value Measurements and
Disclosures,” the Company has determined the estimated fair value of financial
instruments using available market information and appropriate valuation
methodologies.  The fair value of financial instruments classified as
current assets or liabilities approximate their carrying value due to the
short-term maturity of the instruments.
 
 Income
Taxes
 The
Company follows the liability method of accounting for income taxes in
accordance with FASB ASC 740-10 “Income Taxes.” Under this method, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax
balances.  Deferred tax assets and liabilities are measured using
enacted or substantially enacted tax rates expected to apply to the taxable
income in the years in which those differences are expected to be recovered or
settled.  Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion
or all of the deferred tax assets will not be realized.  The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the date of enactment or substantive
enactment.
 
 Net
Loss per Share
 Basic
loss per share includes no dilution and is computed by dividing loss available
to common stockholders by the weighted average number of common shares
outstanding for the period.  Dilutive loss per share reflects the
potential dilution of securities that could share in the losses of the
Company.  Because the Company does not have any potentially dilutive
securities, the accompanying presentation is only of basic loss per
share.
 
 8
 
 TEEN
GLOW MAKEUP, INC.
 (An
Exploration Stage Enterprise)
 NOTES
TO FINANCIAL STATEMENTS
 MARCH
31, 2010
 Unaudited
  NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Foreign
Currency Translation
 The
financial statements are presented in United States dollars.  In
accordance with FASB ASC 205-10 “Presentation of Financial Statements,” foreign
denominated monetary assets and liabilities are translated to their United
States dollar equivalents using foreign exchange rates which prevailed at the
balance sheet date.  Non-monetary assets and liabilities are
translated at exchange rates prevailing at the transaction date. Revenue and
expenses are translated at average rates of exchange during the periods
presented.  Related translation adjustments are reported as a separate
component of stockholder’s equity (deficit), whereas gains or losses resulting
from foreign currency transactions are included in results of
operations.
 
 Stock-based
Compensation
 The
Company has not adopted a stock option plan and has not granted any stock
options.  Accordingly, no stock-based compensation has been recorded
to date.
 
 Share
Based Expenses
 In
December 2004, the Financial Accounting Standards Board (“FASB”) issued FASB ASC
505-50 “Equity-Based Payments to Non-Employees.” This statement requires a
public entity to expense the cost of employee services received in exchange for
an award of equity instruments. This statement also provides guidance on valuing
and expensing these awards, as well as disclosure requirements of these equity
arrangements.  The Company adopted FASB ASC 505-50 upon creation of
the company and expenses share based costs in the period incurred.
 
 Recent
Accounting Pronouncements
 In
January 2010, the FASB issued Accounting Standards Update (ASU) 2010-01, “Equity
(Topic 505-10): Accounting for Distributions to Shareholders with Components of
Stock and Cash (A Consensus of the FASB Emerging Issues Task
Force)”.  This amendment to Topic 505 clarifies the stock portion of a
distribution to shareholders that allows them to elect to receive cash or stock
with a limit on the amount of cash that will be distributed is not a stock
dividend for purposes of applying Topics 505 and 260. This statement is
effective for interim and annual periods ending on or after December 15, 2009,
and would be applied on a retrospective basis.  The Company does not
expect the provisions of ASU 2010-01 to have a material effect on the financial
position, results of operations or cash flows of the Company.
 
 InJanuary 2010, the FASB
issued Accounting Standards Update (ASU) 2010-02, “Consolidation (Topic 810):
Accounting and Reporting for Decreases in Ownership of a Subsidiary”.  This amendment
to Topic 810 clarifies, but does not change, the scope of current US
GAAP.  It clarifies the decrease in ownership provisions of Subtopic
810-10 and removes the potential conflict between guidance in that Subtopic and
asset derecognition and gain or loss recognition guidance that may exist in
other US GAAP.  An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now included in
Subtopic 810-10).  For those entities that have already adopted FAS
160, the amendments are effective at the beginning of the first interim or
annual reporting period ending on or after December 15, 2009. The amendments
should be applied retrospectively to the first period that an entity adopted FAS
160.  The Company does not expect the provisions of ASU 2010-02 to
have a material effect on the financial position, results of operations or cash
flows of the Company.
  Recent
Accounting Pronouncements (continued)
 
 In
January 2010, the FASB issued Accounting Standards Update (ASU) 2010-6,
“Improving Disclosures about Fair Value Measurements.” This update requires
additional disclosure within the roll forward of activity for assets and
liabilities measured at fair value on a recurring basis, including transfers of
assets and liabilities between Level 1 and Level 2 of the fair value hierarchy
and the separate presentation of purchases, sales, issuances and settlements of
assets and liabilities within Level 3 of the fair value hierarchy. In addition,
the update requires enhanced disclosures of the valuation techniques and inputs
used in the fair value measurements within Levels 2 and 3. The new disclosure
requirements are effective for interim and annual periods beginning after
December 15, 2009, except for the disclosure of purchases, sales, issuances
and settlements of Level 3 measurements. Those disclosures are effective for
fiscal years beginning after December 15, 2010. As ASU 2010-6 only requires
enhanced disclosures, the Company does not expect that the adoption of this
update will have a material effect on its financial statements.
 
 NOTE
3 – CAPITAL STOCK
 
 The
Company’s capitalization is 75,000,000 common shares with a par value of $0.001
per share.  No preferred shares have been authorized or
issued.
  As of
March 31, 2010, the Company has not granted any stock options and has not
recorded any stock-based compensation.
 
 On August
13, 2007, the sole Director purchased 8,500,000 shares of the common stock in
the Company at $0.001 per share for $8,500. During July and August 2008, the
Company sold 127,000 shares at $0.03 for $3,810.
 
 On
January 25, 2010, the Company announced a change in control of the
Company.  Johannes Petersen acquired approximately 98.523% of the
issued and outstanding shares of stock of the Company from Pamela Hutchinson
pursuant to the terms and conditions of an Agreement for the Purchase of Common
Stock, dated November 20, 2009. Johannes Petersen acquired an additional .1159%
of the issued and outstanding shares of stock of the Company from Andrea
Mizushima pursuant to the terms and conditions of an Agreement for the Purchase
of Common Stock, dated November 20, 2009. Johannes Petersen, sole director
acquired approximately 98.63% of the issued and outstanding shares of stock of
the Company.
 
 On
January 25, 2010, the former director forgave a loan in the amount of $16,198
which was owed to her from the Company.
 NOTE
4 – RELATED PARTY TRANSACTIONS
 
 As of
March 31, 2010 and September 30, 2009, advances from a Director were in the
amount of $22,326 and $11,408, respectively. The amounts due to the related
party are unsecured, non-interest bearing, and due on demand.
 
 NOTE 5 -
PROPERTIES
 
 On March
31, 2010, the Company announced the assignment and assumption of a coal
agreement to purchase all coal mineral rights owned by JBM Energy Company, LLC
in Judith Basin County, Montana for a purchase price of $1,950,000. This
agreement was completed on April 9, 2010.
  NOTE 6 –SUBSEQUENT
EVENTS
 
 On April
5, 2010, the Company gave notice that the majority shareholders has voted to
change the corporate name to American Power Corp.; has accepted the capital
contribution, from Johannes Petersen, of 8,370,000 shares of the outstanding
Common Stock of the Company to be cancelled and returned to the pool of the
Company’s authorized and unissued shares of common stock; to increase the amount
of authorized shares of Common Stock of the Company to Five Hundred Million
(500,000,000); to amend the corporate charter to include additional articles
containing provisions with respect to duration, cumulative voting, pre-emptive
rights, liability limitations and indemnification; and to effect a 340-for-1
forward stock split, whereby each outstanding share of Common Stock shall be
converted into 340 shares of common stock. This transaction will be effective
April 30, 2010.
 
 9
 
 ITEM 2.  
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
 Note
Regarding Forward-Looking Statements
 
 This
quarterly report on Form 10-Q and other reports filed by the Company from time
to time with the Securities and Exchange Commission (collectively the “Filings”)
contain or may contain forward-looking statements and information that are based
upon beliefs of, and information currently available to, Company’s management as
well as estimates and assumptions made by Company’s management. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
are only predictions and speak only as of the date hereof. When used in the
filings, the words “anticipate”, “believe”, “estimate”, “expect”, “future”,
“intend”, “plan”, or the negative of these terms and similar expressions as they
relate to Company or Company’s management identify forward-looking statements.
Such statements reflect the current view of Company with respect to future
events and are subject to risks, uncertainties, assumptions, and other factors
(including the risks contained in the section of operations and results of
operations, and any businesses that Company may acquire.) Should one or more of
these risks or uncertainties materialize, or should the underlying assumptions
prove incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended, or planned.
 
 Although
Company believes that the expectations reflected in the forward-looking
statements are reasonable, Company cannot guarantee future results, levels of
activity, performance, or achievements. Except as required by applicable law,
including the securities laws of the United States, the Company does not intend
to update any of the forward-looking statements to conform these statements to
actual results. Readers are urged to carefully review and consider the various
disclosures made throughout the entirety of this quarterly report, which attempt
to advise interested parties of the risks and factors that may affect our
business, financial condition, results of operations, and
prospects.
 
 Overview
 
 The
Company was incorporated in the State of Nevada as a for-profit company on
August 7, 2007. We are an exploration stage company whose original business plan
was to create a line of affordable teen makeup, for girls ranging from 13 to 19
years old. On March 31, 2010, we changed our intended business purpose to that
of coal, oil and natural gas exploration, development and production. Our new
primary business focus is to acquire, explore and develop coal, oil and gas
exploration properties in the United States of North America, with a particular
focus on the Rocky Mountains region.
 
 On
November 20, 2009, Johannes Petersen acquired the majority of the shares of our
issued and outstanding common stock in accordance with two stock purchases
agreements by and between Mr. Petersen and Ms. Pamela Hutchinson, and Ms. Andrea
Mizushima, respectively. The change of control was announced on a Current Report
on Form 8-K filed with the Securities and Exchange Commission on January 25,
2010.
 
 Business
Description and Plan of Operation
 
 Our plan
of operation is to acquire and conduct exploration work on the properties and
prospects we acquire in order to ascertain whether they possess economic
quantities of coal and/or hydrocarbons in accordance with available funds. There
can be no assurance that an economic coal and/or hydrocarbon reserve exists on
any of the exploration prospects we acquire until appropriate exploration work
is completed.
 
 Coal, oil
and gas exploration is typically conducted in phases. Each subsequent phase of
exploration work is recommended by a geologist based on the results from the
most recent phase of exploration. We have yet to acquire exploration properties,
upon which we will commence the initial phase of exploration.  We have
acquired an assignment of certain contractual rights in coal and minerals
located in the Judith Basin County, Montana, however these rights are
speculative in nature and additional exploration work is required to determine
their value. Once we have completed each phase of exploration, we will make a
decision as to whether or not we proceed with each successive phase based upon
the analysis of the results of that program. Even if we complete our proposed
exploration programs on our properties, and we are successful in identifying the
presence of coal and/or hydrocarbons, we will have to spend substantial funds on
further drilling, engineering studies, environmental and mine feasibility
studies before we will know if we have a commercially viable coal, oil and gas
deposit or reserve.
 
 Market Overview for Plan of
Operation
 
 Coal
production in the United States in 2008 reached a record level of 1,171.8
million short tons according to data from the Energy Information Administration,
an increase of 2.2% above the 2007 level. Although coal production was higher in
2008, U.S. total coal consumption decreased in all sectors for the year. Coal
consumption in the electric power sector in 2008 was lower by 0.4%, while coking
coal consumption decreased by 2.8% and the other industrial sector declined by
3.7%.
 
 The
commercial and institutional sector, the smallest of all the coal-consuming
sectors, declined by 0.6% in 2008. Total coal stocks increased in 2008, as some
consumers added to their stockpiles.
 
 The
decline in coal consumption during the year was the consequence of slowing
domestic economic growth, particularly in the latter half of the year, combined
with the weather in 2008, resulting in lower demand for electricity. Total
generation in the electric power sector (electric utilities and independent
power producers, including useful thermal output) in the U.S. decreased in 2008.
Coal-based generation also decreased, resulting in a 4.6 million short ton drop
in coal consumed in the electric power sector. Coal use in the non-electricity
sector decreased by 3.3% to a level of 80.1 million short tons.
 
 Coal
prices increased in 2008, driven, in large part, by the international markets
where U.S. coal was in demand. Another factor that affected coal prices was the
escalating delivery costs for users due to the growing fuel surcharges added by
transportation companies in response to the unprecedented rise in oil prices
experienced during the first half of the year. In the domestic markets in 2008,
the electric utility price-per-short-ton increase was 14.6%. Coking coal prices
had the greatest increase domestically, climbing by 24.4%, while the price for
the other industrial sector increased by 16.6% in 2008.
 
 Western
Region (includes Montana)
 
 The
Western Region is the largest coal-producing region in the U.S., and in 2008
coal production rose by 2.0% to reach a total of 633.6 million short tons, 54%
of total U.S. production for the year. The increase of 12.6 million short tons
resulted in another record level for the region, the fifth year in a
row.
 
 In 2008,
Montana, the second largest coal-producing State in the Western Region, produced
a total of 44.8 million short tons, an increase of 3.2%. Although there were
decreases in production at half of the six mines in the State, the increase in
coal production at Spring Creek Coal’s Spring Creek mine of 2.2 million short
tons in 2008 to reach a total of 17.9 million short tons, more than offset the
declines.
  10
 
 RESULTS OF OPERATIONS -
THREE AND SIX MONTHS ENDED MARCH 31, 2010 AND 2009
(UNAUDITED)
 
 Revenues
 
 The
Company has yet to generate any revenues.
 
 Operating
Expenses
 
 The
Company had operating expenses of $14,137 for the three months ended March 31,
2010. Our operating expenses for the three months ended March 31, 2009 were
$6,419. The increase in operating expenses includes the increase in selling,
general and administrative expenses and an increase in professional
fees.
 
 The
Company had operating expenses of $20,591 for the six months ended March 31,
2010. Our operating expenses for the six months ended March 31, 2009 were
$12,273. The increase in operating expenses includes the increase in selling,
general and administrative expenses and an increase in professional
fees.
 
 Other
Expenses
 
 The
Company had no other expenses for the three and six months ended March 31, 2010
and 2009.
 
 Liquidity and Capital
Resources
 
 We had
$2,804 cash on hand as of March 31, 2010 compared to $147 as of September 30,
2009.
 
 Net cash
flows used in operating activities were $(15,084) and ($10,222) for the six
months ended March 31, 2010 and 2009, respectively. Negative cash flows in both
periods is primarily attributable to a net income loss of $20,591 and $12,273
for the six months ended March 31, 2010 and 2009, respectively.
 
 Net cash
flows provided by investing activities were $(9,375) and $0 for the six months
ended March 31, 2010 and 2009, respectively. Negative cash flows for the six
months ended March 31, 2010 was due to the purchase of fixed assets and website
in the amount of $(9,375).
 
 Net cash
flows provided by financing activities were $27,116 and $5,000 for the six
months ended March 31, 2010 and 2009, respectively. Positive cash flows for the
six months ended March 31, 2010 and 2009 were both due to proceeds from a
related party.
 
 Overall,
we have funded all of our cash needs from inception through March 31,
2010.
 
 ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK
 
 Not
required by smaller reporting companies.
 
 ITEM 4. CONTROLS AND
PROCEDURES
 
 We
maintain disclosure controls and procedures designed to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act of
1934 (“Exchange Act”) is recorded, processed, summarized and reported within the
specified time periods. Our Chief Executive Officer and its Chief Financial
Officer (collectively, the “Certifying Officers”) are responsible for
maintaining our disclosure controls and procedures. The controls and procedures
established by us are designed to provide reasonable assurance that information
required to be disclosed by the issuer in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Commission’s rules and forms.
 
 As of the
end of the period covered by this report, the Certifying Officers evaluated the
effectiveness of our disclosure controls and procedures. Based on the
evaluation, the Certifying Officers concluded that our disclosure controls and
procedures were effective to provide reasonable assurance that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the applicable rules and forms, and that it is accumulated
and communicated to our management, including the Certifying Officers, as
appropriate to allow timely decisions regarding required
disclosure.
 
 The
Certifying Officers have also concluded, based on their evaluation of our
controls and procedures that as of March 31, 2010, our internal controls over
financial reporting are effective and provide a reasonable assurance of
achieving their objective.
 
 The
Certifying Officers have also concluded that there was no change in our internal
controls over financial reporting identified in connection with the evaluation
that occurred during our fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
 
 ITEM 4T. CONTROLS AND
PROCEDURES
 
 (a) Conclusions
regarding disclosure controls and procedures. Disclosure controls and
procedures are the Company’s controls and other procedures that are designed to
ensure that information required to be disclosed by the Company in the reports
that the Company files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission’s rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by the Company in the reports that it files
under the Exchange Act is accumulated and communicated to the Company’s
management, including its Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure.
Management is responsible for establishing and maintaining adequate internal
control over financial reporting.
 
 Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-14(c) promulgated under the Exchange Act as of March 31, 2010,
and, based on their evaluation, as of the end of such period, our disclosure
controls and procedures were effective as of the end of the period covered by
the Quarterly Report.
 
 (b) Management’s
Report On Internal Control Over Financial Reporting. It is management’s
responsibility to establish and maintain adequate internal controls over the
Company’s financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a
process designed by, or under the supervision of, the issuer’s principal
executive and principal financial officers and effected by the issuer’s
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:
 
 •           Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the issuer;
and
  •           Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles and that receipts and expenditures of the issuer are being
made only in accordance with authorizations of management of the issuer;
and
  •           Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the issuer’s assets that could have a
material effect on the financial statements.
 
 As of the
end of the period covered by the Quarterly Report, an evaluation was carried out
under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
our internal control over financial reporting.
 
 Management
assessed the effectiveness of our internal control over financial reporting as
of March 31, 2010. In making this assessment, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission in
Internal Control-Integrated Framework.
 
 Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of such period, internal controls over financial
reporting were effective as of the end of the period covered by the
Report.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
 
 This
Quarterly Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this Quarterly
Report.
 
 (c) Changes in
internal control over financial reporting. There were no changes in our
internal control over financial reporting identified in connection with the
evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that
occurred during our fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
 
 11
  PART II.  OTHER
INFORMATION
 
 ITEM
1.      LEGAL PROCEEDINGS
 
 The
Company is not a party to any pending legal proceedings, and no such proceedings
are known to be contemplated.
 
 No
director, officer, or affiliate of the issuer and no owner of record or
beneficiary of more than 5% of the securities of the issuer, or any security
holder is a party adverse to the small business issuer or has a material
interest adverse to the small business issuer.
 
 ITEM
1A.   RISK FACTORS
 
 In
addition to the other information set forth in this report, you should carefully
consider the following factors, which could materially affect our business,
financial condition or future results. The risks described below are not the
only risks facing us. Additional risks and uncertainties not currently known to
us or that we currently deem to be immaterial also may materially adversely
affect our business, financial condition or results of operations.
 
 Risks Related to Our New
Business Plan
 
 We
are dependent on the skill, ability and decisions of third party
operators.
 
 We will
not operate any of our properties. The success of the drilling, development,
production and marketing of the oil and natural gas from our properties is
dependent upon the decisions of such third-party operators and their diligence
to comply with various laws, rules and regulations affecting such properties.
The failure of any third-party operator to make decisions, perform their
services, discharge their obligations, deal with regulatory agencies, and comply
with laws, rules and regulations, including environmental laws and regulations
in a proper manner with respect to properties in which we have an interest could
result in material adverse consequences to our interest in such properties,
including substantial penalties and compliance costs. Such adverse consequences
could result in substantial liabilities to us or reduce the value of our
properties, which could negatively affect our results of
operations.
 
 Loss
of key executives and failure to attract qualified managers, technologists,
independent engineers and geologists could limit our growth and negatively
impact our operations.
 
 We depend
upon our management team to a substantial extent. In particular, we depend upon
Mr. Johannes Petersen, our President and Chief Executive Officer, for his
skills, experience, and knowledge of the company and industry contacts. The loss
of Mr. Petersen could have a material adverse effect on our business, results of
operations or financial condition.
 
 As we
grow, we may increasingly require field managers with experience in our industry
and skilled engineers, geologists and technologists to operate diagnostic,
seismic and 3D equipment. It is impossible to predict the availability of
qualified managers, technologists, skilled engineers and geologists or the
compensation levels that will be required to hire them. In particular, there is
a very high demand for qualified technologists who are particularly necessary to
operate systems similar to the ones that we intend to operate.  We may
not be able to hire and retain a sufficient number of technologists, engineers
and geologists and we may be required to pay bonuses and higher independent
contractor rates to our technologists, engineers and geologists which would
increase our expenses. The loss of the services of any member of our senior
management or our inability to hire qualified managers, technologists, skilled
engineers and geologists at economically reasonable compensation levels could
adversely affect our ability to operate and grow our business.
 
 Complying
with federal and state regulations is an expensive and time-consuming process,
and any failure to comply could result in substantial penalties.
 
 Our
operations are directly or indirectly subject to extensive and continually
changing regulation affecting mining and the oil and natural gas industry. Many
departments and agencies, both federal and state, are authorized by statute to
issue, and have issued, rules and regulations binding on the mining and oil and
natural gas industry and our individual participants. The failure to comply with
such rules and regulations can result in substantial penalties. The regulatory
burden on the mining and oil and natural gas industry increases our cost of
doing business and, consequently, will affect our profitability.
 
 If
operations on the properties we acquire are found to be in violation of any of
the laws and regulations to which we are subject, we may be subject to the
applicable penalty associated with the violation, including civil and criminal
penalties, damages, fines and the curtailment of operations. Any penalties,
damages, fines or curtailment of operations, individually or in the aggregate,
could adversely affect our ability to operate our business and our financial
results. In addition, many of these laws and regulations have not been fully
interpreted by the regulatory authorities or the courts, and their provisions
are open to a variety of interpretations. Any action against us for violation of
these laws or regulations, even if we successfully defend against it, could
cause us to incur significant legal expenses and divert management’s attention
from the operation of our business.
 
 We
may experience competition from other energy exploration and production
companies, and this competition could adversely affect our revenues and our
business.
 
 The
market for coal, oil and natural gas recovery projects is generally highly
competitive. Our ability to compete depends on many factors, many of which are
outside of our control. These factors include: operation of our properties by
third party operators, timing and market acceptance, introduction of competitive
technologies, price, and purchaser’s interest in acquiring our coal, oil and
natural gas output, if any.
 
 Many
existing competitors, as well as potential new competitors, have longer
operating histories, greater name recognition, substantial track records, and
significantly greater financial, technical and technological resources than us.
This may allow them to devote greater resources to the development and promotion
of their coal, oil and natural gas exploration and production projects. Many of
these competitors offer a wider range of coal, oil and natural gas opportunities
not available to us and may attract business partners consequently resulting in
a decrease of our business opportunities. These competitors may also engage in
more extensive research and development, adopt more aggressive strategies and
make more attractive offers to existing and potential purchasers, and partners.
Furthermore, competitors may develop technology and exploration strategies that
are equal or superior to us and achieve greater market recognition. In addition,
current and potential competitors have established or may establish cooperative
relationships among themselves or with third parties to better address the needs
of our target market. As a result, it is possible that new competitors may
emerge and rapidly acquire significant market share.
 
 There can
be no assurance that we will be able to compete successfully against our current
or future competitors or that competition will not have a material adverse
effect on our business, results of operations and financial
condition.
 
 We
will need to increase the size of our organization, and may experience
difficulties in managing growth.
 
 We expect
to experience a period of significant expansion in headcount, facilities,
infrastructure and overhead and anticipate that further expansion will be
required to address potential growth and market opportunities. Future growth
will impose significant added responsibilities on members of management,
including the need to identify, recruit, maintain and integrate additional
independent contractors and managers. Our future financial performance and our
ability to compete effectively will depend, in part, on our ability to manage
any future growth effectively.
 
 12
 
 Coal,
Oil and Natural Gas prices are volatile, and low prices could have a material
adverse impact on our business.
 
 Our
profitability and future growth and the carrying value of our properties depend
substantially on prevailing coal, oil and natural gas prices. Prices also affect
the amount of cash flow available for capital expenditures, if any, and our
ability to borrow and raise additional capital. The amount we will be able to
borrow under any senior revolving credit facility will be subject to periodic
redetermination based in part on changing expectations of future prices. Lower
prices may also reduce the amount of oil and natural gas that we can
economically produce and have an adverse effect on the value of our properties.
Prices for coal, oil and natural gas have increased significantly and have been
more volatile over the past twelve months. Historically, the markets for coal,
oil and natural gas have been volatile, and they are likely to continue to be
volatile in the future. Among the factors that can cause volatility
are:
 
 -
              the
      domestic and foreign supply of coal, oil and
  gas;
 
 -
              the
      ability of members of the Organization of Petroleum Exporting Countries,
      or OPEC, and other producing countries to agree upon and maintain oil
      prices and production levels;
 
 -
              political
      instability, armed conflict or terrorist attacks, whether or not in oil or
      gas producing regions;
 
 -
              the
      level of consumer product demand;
 
 -
              the
      growth of consumer product demand in emerging markets, such as
      China;
 
 -
              labor
      unrest in coal, oil and natural gas producing
  regions;
 
 -
              weather
      conditions, including hurricanes and other natural
    disasters;
 
 -
              the
      price and availability of alternative
fuels;
 
 -
              the
      price of foreign imports;
 
 -
              worldwide
      economic conditions; and
 
 -
              the
      availability of liquid natural gas
imports.
 
 These
external factors and the volatile nature of the energy markets make it difficult
to estimate future prices of coal, oil and gas and our ability to raise
capital.
 
 Transportation
delays, including as a result of disruptions to infrastructure, could adversely
affect our operations.
 
 Our
business will depend on the availability of a distribution infrastructure. Any
disruptions in this infrastructure network, whether caused by earthquakes,
storms, other natural disasters or human error or malfeasance, could materially
impact our business. Therefore, any unexpected delay in transportation of any
coal, oil and natural gas we may produce in the future could result in
significant disruption to our operations.
 
 Assets
we acquire may prove to be worth less than we paid because of uncertainties in
evaluating recoverable reserves and potential liabilities.
 
 Our
initial growth is due to acquisitions of properties and/or undeveloped
leaseholds. We expect acquisitions will also contribute to our future growth.
Successful acquisitions require an assessment of a number of factors, including
estimates of recoverable reserves, exploration potential, future energy prices,
operating and capital costs and potential environmental and other liabilities.
Such assessments are inexact and their accuracy is inherently uncertain.
Normally, we would acquire interests in properties on an “as is” basis with
limited remedies for breaches of representations and warranties.
 
 As a
result of these factors, we may not be able to acquire coal, oil and natural gas
properties that contain economically recoverable reserves or be able to complete
such acquisitions on acceptable terms.
 
 Actual
future production, oil and natural gas prices, revenues, taxes, development
expenditures, operating expenses and quantities of recoverable coal, oil and gas
reserves will vary from those estimated. Any significant variance could
materially affect the estimated quantities and the value of any potential
reserves.
 
 Exploration
and development drilling efforts and the operation of wells on our properties
may not be profitable or achieve our targeted returns
 
 We
require significant amounts of undeveloped leasehold acreage in order to further
our development efforts. Exploration, development, drilling and production
activities are subject to many risks, including the risk that commercially
productive reservoirs will not be discovered. We invest in property, including
undeveloped leasehold acreage, which we believe will result in projects that
will add value over time. However, we cannot guarantee that all of our prospects
will result in viable projects or that we will not abandon our initial
investments. Additionally, we cannot guarantee that the leasehold acreage we
acquire will be profitably developed, that new wells drilled on the properties
will be productive or that we will recover all or any portion of our investment
in such leasehold acreage, mines or wells. Drilling for oil and natural gas may
involve unprofitable efforts, not only from dry wells but also from wells that
are productive but do not produce sufficient net reserves to return a profit
after deducting operating and other costs. We rely to a significant extent on 3D
seismic data and other advanced technologies in identifying leasehold acreage
prospects and in determining whether or not to participate in a new well. The 3D
seismic data and other technologies we use do not allow us to know conclusively
prior to acquisition of leasehold acreage or the drilling of a well whether oil
or natural gas is present or may be produced economically.
 
 The
unavailability or high cost of drilling rigs, equipment, supplies, personnel and
energy field services could adversely affect our ability to execute our
exploration and development plans on a timely basis and within our
budget.
 
 Our
industry is cyclical and, from time to time, there is a shortage of drilling
rigs, equipment, supplies or qualified personnel to operate our properties.
During these periods, the costs and delivery times of rigs, equipment and
supplies are substantially greater. In addition, the demand for, and wage rates
of, qualified drilling rig crews rise as the number of active rigs in service
increases. As a result of increasing levels of exploration and production in
response to strong prices of oil and natural gas, the demand for oilfield
services has risen, and the costs of these services are increasing, while the
quality of these services may suffer. If the unavailability or high cost of
drilling rigs, equipment, supplies or qualified personnel is particularly severe
in Colorado and Montana, we could be materially and adversely affected because
we expect our properties to be concentrated in those States.
 
 Title
to the properties in which we have, or will have, an interest may be impaired by
title defects.
 
 We will
generally obtain title opinions on significant properties that we have working
interests in. However, there is no assurance that we will not suffer a monetary
loss from title defects or failure. Generally, under the terms of the operating
agreements affecting our properties, any monetary loss is to be borne by all
parties to any such agreement in proportion to their interests in such property.
If there are any title defects or defects in assignment of leasehold rights in
properties in which we hold an interest, we will suffer a financial
loss.
 
 13
 
 ITEM
2.      UNREGISTERED SALES OF EQUITY SECURITIES AND USE
OF PROCEEDS
 
 We have
not had any unregistered sales of equity securities in the second quarter of
2010.
 
 ITEM
3.      DEFAULTS UPON SENIOR SECURITIES
 
 We have
not had any default upon senior securities.
 
 ITEM
4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
 
 On April 20, 2010, we filed a
Definitive Information Statement of Schedule 14C to announce that a majority of
shareholders of the Company have voted to:
 
 •
              Accept
      the capital contribution, from Johannes Petersen, of 8,370,000 shares of
      the outstanding Common Stock of the Company to be canceled and returned to
      the pool of the Company’s authorized and unissued shares of common stock;
      and
 •           Change
our corporate name from Teen Glow Makeup, Inc. to American Power Corp.;
and
 •
              Increase
      the amount of authorized shares of Common Stock of the Company to Five
      Hundred Million (500,000,000); and
 •
              Amend
      our corporate charter to include additional articles containing provisions
      with respect to duration, cumulative voting, preemptive rights, liability
      limitations and indemnification;
and
 •
              Effect
      a 340-for-1 forward stock split, whereby each outstanding share of Common
      Stock shall be converted into 340 shares of common
  stock.
 
 ITEM
5.      OTHER INFORMATION
 
 On
January 25, 2010, we filed a current report in Form 8-K to announce a change in
control of our Company.  Johannes Petersen acquired approximately
98.523% of the issued and outstanding shares of stock of the Company from Pamela
Hutchinson pursuant to the terms and conditions of an Agreement for the Purchase
of Common Stock, dated November 20, 2009. Johannes Petersen acquired an
additional .1159% of the issued and outstanding shares of stock of the Company
from Andrea Mizushima pursuant to the terms and conditions of an Agreement for
the Purchase of Common Stock, dated November 20, 2009.
 
 Also, on
January 25, 2010, we filed a Schedule 14F-1 Information Statement to announce
the appointment of Johannes Petersen to the Board of Directors and to accept the
Resignation of Andrea Mizushima and Pamela Hutchinson from the Board of
Directors. The Company also announced the resignation of Pamela Hutchinson as
President, Chief Financial Officer, and Chief Executive Officer of the
Company.
 
 ITEM
6.      EXHIBITS
 
 31.1 CEO Certification Pursuant to Section
302
 31.2 CFO
Certification Pursuant to Section 302 (included in Exhibit 31.1)
 32.1 CEO Certification Pursuant to Section
906
 32.2 CFO
Certification Pursuant to Section 906 (included in Exhibit 32.1)
 
 Reports on Form 8-K
filed
 
 (1)           On
January 25, 2010, we filed a current report in Form 8-K to announce a change in
control of our Company.  Johannes Petersen acquired approximately
98.523% of the issued and outstanding shares of stock of the Company from Pamela
Hutchinson pursuant to the terms and conditions of an Agreement for the Purchase
of Common Stock, dated November 20, 2009. Johannes Petersen acquired an
additional .1159% of the issued and outstanding shares of stock of the Company
from Andrea Mizushima pursuant to the terms and conditions of an Agreement for
the Purchase of Common Stock, dated November 20, 2009.
 
 14
 
 
 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, thereunto
duly authorized.
 
 TEEN
      GLOW MAKEUP, INC.
                (Registrant)Date:
      May 12, 2010
              By:
              /s/
      Johannes PetersenJohannes
      Petersen
                President
      and
                Chairman
      of the Board