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Friday, 06/08/2007 5:08:38 PM

Friday, June 08, 2007 5:08:38 PM

Post# of 44006
AMERICAN ENERGY PRODUCTION INC files Form PRE 14A, Preliminary Proxy Statement

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549



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SCHEDULE 14A
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Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934




Filed by Registrant / X /
Filed by a Party other than the Registrant /_/


Check the appropriate box:
/ X / Preliminary Proxy Statement.
/_/ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
/_/ Definitive Proxy Statement.
/_/ Definitive Additional Materials.
/_/ Soliciting Material Pursuant to § 240.14a-12.




American Energy Production, Inc.
(Name of Registrant as Specified in its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box):


/X/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/_/ Fee paid previously with preliminary materials.

/_/ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:



-1-
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American Energy Production, Inc.
6073 Highway 281 South
Mineral Wells, TX 76067


NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held On _____, 2007


To the Shareholders of American Energy Production, Inc.:


NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the “Special Meeting”) of American Energy Production, Inc. (the “Company”), a Delaware corporation, will be held at the Best Western Club House Inn & Suites, located at 4410 Highway 180 E, Mineral Wells, TX 76067 on ______, ____, 2007 at _____Mineral Wells time, for the following purposes:


1. Approve a reverse stock split of the issued and outstanding shares of the Company’s Common Stock by a ratio of one-for-twenty five; and



2. To transact any and all other business that may properly be presented at the Special Meeting or any adjournments, thereto.



The enclosed Proxy Statement more fully describes the details of the business to be conducted at the Special Meeting. The Company’s Board has approved the proposal and recommends that you vote FOR the proposal.


A copy of the Company’s 2006 Form 10-K is enclosed for your review.


The close of business on ____, 2007 has been fixed as the record date for determining Shareholders entitled to notice of, and to vote at the Special Meeting or any adjournment thereof. The enclosed proxy card is being solicited on behalf of the Board of Directors of the Company.


You are cordially invited to attend the Special Meeting. You may vote your shares either: (1) in person at the Special Meeting; (2) by telephone; (3) via the Internet; or (4) by completing, signing, dating and returning the accompanying proxy card in the enclosed self-addressed stamped envelope. Specific instructions for voting by telephone or via the Internet are on the accompanying proxy card. You may revoke your proxy at any time prior to the Special Meeting. If you decide to attend the Special Meeting and wish to change your vote, you may do so by voting in person at the Special Meeting. Prompt response by you, our Shareholders, will reduce the time and expense associated with solicitation.


By Order of the Board of Directors
American Energy Production, Inc.


___________________________________
Charles Bitters, President and CEO

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