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): January 3, 2005
AXIAL VECTOR ENGINE CORPORATION
(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 SW Salmon Street, Portland, Oregon
|
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
8 - Other Events
Item
8.01 Other
Events
On
January 3, 2005, we entered into a Memorandum of Understanding (“MOU”) with
Emirates Advance Investment (“EAI”).
The
purpose of the MOU is to outline the understanding of the parties concerning
the
establishment of a joint venture between EAI and us. In the proposed transaction
outlined in the MOU, the parties will form a business entity in Abu Dhabi in
the
United Arab Emirates where EAI will have a 51% ownership interest and we will
own the remaining 49% ownership interest. Pursuant to the terms of this
contemplated transaction, we will grant the joint venture entity a license
to
distribute, sell, and service our products to commercial non-military markets,
directly or indirectly through distributors or agents, in a territory consisting
of Saudi Arabia, Kuwait, Bahrain, Qatar, the United Arab Emirates, and the
Sultanate of Oman. The proposed terms contemplate an expansion of this territory
during a 24 month period following the execution of a Joint Venture Agreement
to
include Algeria, Comoros, Djibouti, Egypt, Iraq, Jordan, Lebanon, Libya,
Mauritania, Morocco, Palestine, Somalia, Sudan, Syria, Tunisia, and Yemen.
We
proposed to charge the joint venture no licensing fee, but will receive royalty
payments based upon our ownership interest in the joint venture and gross
revenue generated from product sales. The current understanding of the parties
is that EAI will advance all of the initial costs of the joint venture such
as
set-up, buildings, staff and operations and these expenditures will be repaid
to
EAI from revenue generated by the sales of service of our products.
The
contemplated transaction also includes provisions where EAI will have the option
to participate in research and development projects with us.
In
connection with this MOU, we granted EAI an option to acquire 1,000,000 shares
of our restricted common stock exercisable at the market price on the date
of
exercise for a period of 30 days from January 3, 2006, the signing date of
the
MOU.
The
contemplated transaction is not final and is subject to final negotiation and
the execution of a definitive agreement. We anticipate that a definitive
agreement will be executed during January 2006.
SIGNATURES
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.
Axial
Vector Engine Corporation
/s/
Dr,
Raymond
Brouzes
Dr.
Raymond Brouzes, Chief Executive Officer
Date:
January 9, 2005
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