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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): May 15, 2007
AXIAL
VECTOR ENGINE CORPORATION
(Exact
name of registrant as specified in its charter)
|
Nevada
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000-49698
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98-0353007
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|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
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|
One
World Trade Center, 121 SW Salmon Street, Portland, Oregon
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97204
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|
(Address
of principal executive offices)
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(Zip
Code)
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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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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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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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Section
4 - Matters Related to Accountants and Financial
Statements
Item
4.01 Changes in Registrant’s Certifying Accountant
The
Company has engaged Silberstein Serota, CPA’s and Business Consultants, P.C., a
Nevada PCAOB registered CPA firm, as its principal accountants effective
immediately pursuant to an engagement agreement executed by the Company with
Ronald Serota, CPA. The Company’s prior principal accountant, Ronald N.
Silberstein, CPA, PLLC, is affiliated with Silberstein Serota CPA’s, P.C. The
decision to change accountants was approved by the Company’s Board of Directors.
The Company did not consult with Ronald N. Silberstein, CPA, PLLC on any matters
prior to retaining Silberstein Serota, CPA’s, P.C. as its principal accountants.
Section
5 - Corporate Governance and Management
Item
5.01. Changes in Control of Registrant
Dr.
Raymond Brouzes has tendered his resignation as President, CEO and Board Member
of AVEC.” And it has been accepted by the Board of Directors. Mr. Brouzes has
reported no disagreement with the registrant on any matter relating to the
Company’s operations, policies or practices.
Other
Resignations of Key Personnel
Richard
Fowlks has tendered his resignation as corporate general counsel and it has
been
accepted by the Board of Directors. Mr. Fowlks has reported no disagreement
with
the Company on any matter relating to the Company's operations, policies or
practices.
Section
8 - Other Events
Item
8.01. Other Events
Impact
on the Company’s Plan of Operations
Adaptive
Propulsion Systems (the companies licensee) has informed the company of a
minimum of an additional 16 weeks delay on the final phase of testing to due
mechanical failure of one of the parts of the “workhorse” multi fuel
engine.
This
will
have a direct impact on closing sales of licenses, investment and the creation
of the Center of Excellence.
SEC
Investigation
The
Company announces that the Securities and Exchange Commission has issued a
formal order of investigation of the Company relating to possible violations
of
Sections 5(a) and 5(c) of the Securities Act of 1933, and Section 10(b) of
the
Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The
Company and certain of its officers and directors have received subpoenas for
the production of documents, as well as for testimony.
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/
Samuel
Higgins
Samuel
Higgins
Chief
Executive Officer
Date:
May
18, 2007