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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________
FORM
8-K/A
AMENDED
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)
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(Commission
File Number)
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(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
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_________________________________________
(Former
name or former address, if changed since last
report)
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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
change in our certifying accountant was previously disclosed on Form 8-K filed
on May 15, 2007. We amend such filing in compliance with various requirements
provided within Regulation S-B, Item 304.
Effective
May 15, 2007, the Board of Directors of Axial Vector Engine Corporation
dismissed Ronald N. Silberstein, CPA, P.L.L.C., the Company’s independent
auditor previously engaged to audit our financial statements. Effective May
15,
2007, the Company engaged Ronald Serota, CPA, P.C., formerly known as
Silberstein Serota, CPA’s and Business Consultants, P.C., a Nevada PCAOB
registered CPA firm, as its principal accountants pursuant to an engagement
agreement executed by the Company with Ronald Serota, CPA.
The
Company did not consult with Ronald N. Silberstein, CPA, PLLC on any matters
prior to retaining Ronald Serota, CPA, P.C. as its principal accountants. There
were no disagreements with the former accountant, whether or not resolved,
on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which if not resolved to the former
accountant’s satisfaction, would have caused it to make reference to the subject
matter of the disagreement in connection with its report. The Company had
appointed the former accountant to audit the financial statements of the Company
for the fiscal year ended June 30, 2007. The planned audit did not commence
and
the fiscal year has not yet come to a close. The former accountant had not
issued an audit report for either of the two prior years as the Company had
another former accountant associated with such reports.
We
have
provided Ronald N. Silberstein, CPA, PLLC with the opportunity to furnish us
with a letter addressed to the Commission indicating whether Ronald N.
Silberstein, CPA, PLLC agrees with the statements made by us.
The
engagement date for the retention of our new principal accountant, Ronald
Serota, CPA, P.C. is May 15, 2007. We have not consulted the new principal
accountant regarding the application of accounting principles to a specific
completed or contemplated transaction, or the type of audit opinion that might
be rendered. We received no oral or written advise that was provided by the
new
principal accountant that would be an important factor considered by the Company
in reaching a decision as to the accounting, auditing or financial reporting
issue. We did not consult with Ronald Serota, CPA, P.C. as to any matter of
a
disagreement with the former accountant. As disclosed above, we report no
disagreements with our former principal accountant as to matters of accounting
principles or practices, financial statement disclosure or auditing scope and
procedure. We did not consult with Ron Serota regarding such issues and we
have
asked the new principal accountant to review this disclosure before this current
report is filed with the Commission and we have provided the new principal
accountant with the opportunity to furnish us with a letter addressed to the
Commission indicating whether Ronald Serota, CPA, P.C. agrees with the
statements made by us.
Section
5.01 - Changes in Control of Registrant
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangement of Certain Directors
As
previously reported on Form 8-K filed on May 18, 2007, 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
As
previously reported on Form 8-K filed on May 18, 2007, 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
As
previously reported on Form 8-K filed on May 18, 2007, 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
As
previously reported on Form 8-K filed on May 18, 2007, 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.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits
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Exhibit
Number
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Description
of Exhibit
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16.1
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16.2
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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
29, 2007