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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
Date of
Report (Date of earliest event reported): April 17, 2005
AERO
MARINE ENGINE, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
000-49698 |
98-0353007 |
|
(State
or other jurisdiction of incorporation) |
(Commission
File Number) |
(I.R.S.
Employer Identification No.) |
|
One
World Trade Center, 121 S.W. Salmon Street, Suite 1100 |
97204 |
|
(Address
of principal executive offices) |
(Zip
Code) |
Registrant’s
telephone number, including area code: (503)
471-1348
___________________________________________
(Former
name or former address, if changed since last
report) |
Check the
appropriate box below if the Form 8-K filing 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 Securities Act (17CFR
230.425) |
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[
] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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[
] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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[
] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
SECTION
1 -- REGISTRANT’S BUSINESS AND OPERATIONS
None
SECTION
2 - FINANCIAL INFORMATION
None
SECTION
3 - SECURITIES AND TRADING MARKETS
Item
3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
On April
17, 2005, we issued 1,465,000 shares of common stock to Arube Holdings Inc. upon
the execution of a management consulting contract. Under the terms of the
management consulting contract, Arube Holdings Inc. will provide us with
administrative and marketing services for a period of sixty months.
These
shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as
amended. We did not engage in any general solicitation or advertising. The Arube
Holdings Inc. was given adequate access to sufficient information about
us.
On April
20, 2005, we completed an offering of 1,800,000 Units at the price of $0.50 per
Unit to one investor. Each Unit consists of one (1) share of common stock,
par value $0.001, and one (1) Warrant (the “Warrant”) to purchase one (1) share
of common stock, exercisable for two (2) years from the closing of the
offering. The exercise price for the Warrant is priced at $3.00 per
share. The total amount we received from this offering was $900,000.
Assuming that all of the warrants are exercised by the investor, the gross
proceeds received from the warrants will equal $5,400,000.
We
completed this offering pursuant to Regulation S of the Securities Act.
The purchaser represented to us that he was a non-US person as defined in
Regulation S. We did not engage in a distribution of this offering in the
United States. The purchaser represented his intention to acquire the
securities for investment
only and not with a view toward distribution. We requested our stock
transfer agent to affix appropriate restrictive legend to the stock certificate
issued to each purchaser in accordance with Regulation S. The investor was
given adequate access to sufficient information about us to make an informed
investment decision. These securities were not sold through an underwriter
and accordingly, there were no underwriting discounts or commissions
involved. No registration rights were granted to the
purchaser.
On April
25, 2005, we completed a Financing Agreement in the amount of $4,000,000 with
Alliance Capital Management. Under the terms of this agreement, we will receive
$400,000 dollars each month for ten months commencing in May of 2005. The first
payment will be converted into common stock of the company at a rate of $2.00
per share for a total of 200,000 shares of common stock. The amount of shares
issued in the remaining nine issuances of common stock shall be determined based
on 75% of the previous ten day trading average of the company during each of the
nine successive months.
We
completed this offering pursuant to Regulation S of the Securities Act.
The purchaser represented to us that he was a non-US person as defined in
Regulation S. We did not engage in a distribution of this offering in the
United States. The purchaser represented his intention to acquire the
securities for
investment
only and not with a view toward distribution. We will request that our
stock transfer agent affix the appropriate restrictive legend to the stock
certificate issued in accordance with Regulation S. The investor was given
adequate access to sufficient information about us to make an informed
investment decision. These securities were not sold through an underwriter
and accordingly, there were no underwriting discounts or commissions
involved. No registration rights were granted to the
purchaser.
SECTION
4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL
STATEMENTS
None
SECTION
5 - CORPORATE GOVERNANCE AND MANAGEMENT
None
SECTION
6 - RESERVED
None
SECTION
7 - REGULATION FD
None
SECTION
8 - OTHER EVENTS
None
SECTION
9 - FINANCIAL STATEMENTS AND EXHIBITS
None
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.
Dated:
April 25, 2005
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AERO
MARINE ENGINE, INC.
|
| |
By:
/s/ Raymond
Brouzes
Name:
Dr. Raymond Brouzes
Title:
President and Chief Executive Officer
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