UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

September 14, 2009
 
 Date of Report (Date of earliest event reported)

AMERICAN PETRO-HUNTER, INC.

(Exact name of registrant as specified in its charter)

Nevada
  
0-22723
  
98-0171619
(State or other
  
(Commission File
  
(IRS Employer
incorporation)
  
Number)
  
No.)

17470 North Pacesetter Way
Scottsdale, AZ 85255
(480) 305-2052
(Address and telephone number of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 
¨
Written communications pursuant to Rule 425 under the Act (17 CFR 230.425)

 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 
 
 

Item 1.01        Entry into a Material Definitive Agreement.

On September 8, 2009, American Petro-Hunter, Inc. (the “Company”) entered into a Participation Agreement with Archer Exploration, Inc. (“Archer”) to participate in the drilling for natural gas on a prospect located in Sacramento County, California.  Pursuant to the Agreement, the Company agrees to pay to Archer $25,000 for all costs in connection with the acquisition and operation of the prospect up to the drilling of an initial test well in exchange for a 25% working interest in the prospect.  Further, the Company is responsible for its proportionate share of the dry hole costs, which is $125,000.  The Company is also responsible for 25% of all expenditures in connection with the development and operation of the prospect for drilling.  The Company may elect not to participate in additional expenditures in connection with the prospect at which time the Company will forfeit any interests it has in the prospect.

The Participation Agreement is attached to this report as an Exhibit, and the terms and conditions incorporated herein. The foregoing statement is not intended to be a complete description of all terms and conditions.

Item 9.01        Financial Statements and Exhibits

(d) Exhibits.

Exhibit
    
No.
  
Description
10.1
  
Participation Agreement with Archer Exploration, Inc. dated September 8, 2009.

 
 
 

SIGNATURE

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 hereunto duly authorized.

 
AMERICAN PETRO-HUNTER INC.,
 
a Nevada Corporation
   
Dated:  September 14, 2009
 /s/ Robert B. McIntosh
 
Robert B. McIntosh, Chief Executive Officer