Item 1.01. Entry into a Material Definitive Agreement.

On December 20, 2011, the Registrant entered into an Agreement and Plan of Share Exchange (the "Agreement") with BEST, LLC ("BEST") and the equityholders of BEST to acquire all of the capitalization of BEST in a subsidiary to be formed for such purpose, in exchange for an aggregate of (i) one hundred twenty million (120,000,000) newly issued shares of the Registrant's common stock, par value $0.001 per share (the "Common Stock"); (ii) one thousand (1,000) shares of a newly-created Series A Convertible Preferred Stock, par value $0.0001 per share which are convertible into and vote as two hundred sixty million (260,000,000) shares of Common Stock (the "Series A"); and (iii) one thousand (1,000) shares of a newly-created Series B Perpetual, Convertible Preferred Stock, par value $0.0001 per share which are convertible into and vote as one hundred million (100,000,000) million shares of Common Stock, have a liquidation preference of $25,000 per share (the "Series B") (collectively, the "Exchange Shares"). The Agreement contains customary representations, warranties and covenants of the Registrant, BEST and the BEST equityholders for like transactions.

BEST is a company organized under the laws of the Russian Federation and is the holder of a forty-nine (49) year lease to develop operate and mine Zavyalov Square, Part 1 at the Toguchina Coal Filed, located in Novosibirsk, Russia with a minimum forecasted extractable quantity of coal of 100,000,000 metric tons of coal and the owner of saleable coking coal stock of at least $20,000,000.

Item 9.01 Financial Statements and Exhibits

Exhibit Description
No.
10.1 Agreement and Plan of Share Exchange by and among TurkPower Corporation, BEST Acquisition Company and BEST, LLC

99.1 Press Release dated December 20, 2011