American Power Corp.(fka AMPW)

[jersey11]

Out today...........Item 1.01 Entry into a Material Definitive Agreement

On January 25, 2011, American Power Corp. (the “Company” or the “Registrant”) entered into a Private Placement Subscription For Non U.S. Subscribers (the “Agreement”) with Black Sands Holdings, Inc. (“Black Sands”), in order to subscribe to and purchase units (each a “Unit”) valued at $.89 per Unit for an aggregate purchase price (“Purchase Price”) of five hundred thousand ($400,000) dollars. Each Unit shall consist of one (1) share of common stock of the Company and one warrant (“Warrant”). Each Warrant shall entitle the holder to purchase one additional share of Common Stock of the Company, at a strike price equal to 150% of the price of the Unit, for a period of three (3) years.


Pursuant to the Agreement, and in exchange for the Purchase Price, Black Sands has agreed to purchase Units consisting of 449,438 shares of common stock of the Company with Warrants to purchase 449,438 additional shares of common stock, at an exercise price of one dollar and thirty-four cents ($1.34) per share for a period of three (3) years. Black Sands will acquire the shares after full payment of the Purchase Price. Black Sands is not an “affiliate” of the Registrant as defined by Rule 144(a)(1) promulgated under the Securities Act of 1933.


The Company currently has 90,480,000 issued and outstanding shares of common stock that trade on the Over-The-Counter Bulletin Board under the symbol "AMPW".


An executed copy of the Private Placement Subscription Agreement with Black Sands is attached hereto as Exhibit 10.1.