SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 2
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 30, 2003
COMMISSION FILE NO. 000-49698
AERO MARINE ENGINE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 98 - 0353007
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
23960 Madison Street, Torrance, California 90505-0159
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(310) 791-4642
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(ISSUER TELEPHONE NUMBER)
Suite 502, 595 Howe Street,
Vancouver, British Columbia, Canada V6C 2T5
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FORMER NAME AND ADDRESS
This amended Form 8-K is being filed to provide pro forma financial information.
ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT.
As a result of the acquisition of Aero Marine Engine Corp., a Nevada
corporation, ("Aero Marine"), the control of the Registrant shifted to the
former shareholders of Aero Marine. The following individuals will exercise
control of the Registrant.
Name No. of shares(1) Percentage(1)
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Colonel Robert Fyn 4,178,088 26.0%
Murray H. Stark 4,178,088 26.0%
Garth S. Bailey 2,085,912 13.0%
Peter Mergenthaler 2,085,912 13.0%
(1) Prior to the transfer of 1,000,000 shares proportionately in connection
with the purchase of assets in the Dyna-Cam asset acquisition.
ITEM 2. ACQUISITION OF DISPOSITION OF ASSETS.
On May 16, 2003, the Registrant acquired 100% of the issued and outstanding
shares of Aero Marine in exchange for 12,528,000 shares of the Registrant's
common stock. Following the Share Exchange there are 16,062,000 shares of the
Registrant's common stock outstanding. On June 30, 2003, the Registrant acquired
Dyna-Cam Engine Corporation in connection with a Disposition of Collateral and
Settlement Agreement which has been accounted for as a business acquisition. In
connection with such agreement, various secured lenders were parties to the
agreement and agreed to relinquish their security interests in the collateral in
consideration for cash and stock. Aero Marine agreed to pay an aggregate of
$900,500 in cash and shareholders of Aero Marine agreed to transfer an aggregate
of 1,000,000 post forward split shares of the Registrant's common stock which is
anticipated shortly. In connection with the acquisition of Dyna-Cam, Aero Marine
agreed to assume obligations of approximately $80,000 which are anticipated to
be reduced through negotiations. These obligations consist of lease obligations,
various judgments and general and administrative expenses.
DESCRIPTION OF THE BUSINESS
Aero Marine was incorporated in December 30, 2002. Aero Marine has recently
acquired the intellectual property and equipment of Dyna-Cam including three
operational Dyna-Cam engines as well as materials to assemble approximately
twenty more engines.
DESCRIPTION OF PRINCIPAL PRODUCTS & SERVICES
Dyna-Cam has a proprietary product which is a new type of internal
combustion engine. The internal combustion engine can be utilized for boating,
automotive, electric generation, lifting of water, aircraft and other uses.
The Dyna-Cam engine is an internal combustion engine where the pistons
drive a cam to generate power to the main shaft. The main shaft is in a parallel
direction to piston movement, without connecting rods or crankshaft. The engine
has approximately 40% fewer moving parts than a conventional internal combustion
engine, has a greater power to weight ratio, produces high torque at low rpm,
operates with less vibration, and is lighter than the competition.
COMPETITIVE BUSINESS CONDITIONS
Aero Marine has many competitors, including major automotive, engine,
marine, and aircraft manufacturers, but it believes that it will be competitive
in these markets due to the reasons mentioned above.
NO DEPENDENCE ON ONE OR A FEW CUSTOMERS
Aero Marine has a few customers at this time, and numerous others have
expressed interest.
PATENTS, TRADEMARKS & LICENSES
Aero Marine has one patent relating to the oiling and water cooling system.
In addition, Aero Marine has eight patent applications in process with one
relating to cam shaft delivery to valve train. Aero Marine also has proprietary
intellectual property and is exploring the climate to protect its technology and
anticipates taking additional steps to protect its technology.
NEED FOR GOVERNMENT APPROVAL
The Dyna-Cam engine was FAA approved and it is expected that Aero Marine
will receive additional FAA approval for the engine.
RESEARCH & DEVELOPMENT OVER PAST TWO YEARS
Aero Marine has not engaged in research and development since its inception
in December 2002, but Dyna-Cam has engaged in significant research and
development for approximately forty years from which Aero Marine expects to
receive substantial benefits.
EMPLOYEES
Aero Marine currently employs four full time personnel. Aero Marine plans
on adding several key staff members in 2003. This includes marketing,
finance/administration, highly skilled labor, and customer service.
DESCRIPTION OF PROPERTY
Aero Marine currently has a month to month lease of premises in Torrance,
California where the Dyna-Cam engine has been produced. Over the next several
months, Aero Marine will be analyzing the market to determine whether to remain
in California or relocate to the New York City area.
LEGAL PROCEEDINGS
None.
RISK FACTORS
Dependence Upon External Financing. It is imperative that we raise capital
to expand our operations and stay in business. We require capital of
approximately $2,000,000 to finalize our product and transact our first sales.
If we are unable to obtain debt and/or equity financing upon terms that our
management deems sufficiently favorable, or at all, it would have a materially
adverse impact upon our ability to pursue our business strategy and maintain our
current operations.
Reliance on Key Management. Our success is highly dependent upon the
continued services of Garth S. Bailey, our Chief Executive Officer, Patricia
Wilks who is expected to serve as our Marketing and Office Manager, and Dennis
Palmer who is expected to serve as our Operations Manager. If any of the
foregoing persons were to leave us, it could have a materially adverse effect
upon our business and operations. We anticipate entering into employment
agreements with the foregoing individuals, but can provide no assurance that we
will come to terms for such employment agreements.
Our Product is Unproven. Our product has not been utilized for more than
two years. Our product is currently in the prototype stage and is not currently
being used. Therefore, we provide no assurance that the product will be
successful, if, and when completed.
Even if Product is Successful, We May Be Unable to Sell Our Product. In the
event we are successful in completing our product, there can be no assurance
that we will be able to sell our products at all, or enough at prices needed to
maintain operations.
Product Liability. In the event our product is completed, we may suffer
substantial product liability in the event that our product fails. We do not
currently maintain insurance for our product and product liability resulting
from the failure of our product would most likely force us to cease operations.
ITEM 5. OTHER EVENTS.
As a result of the acquisition of Aero Marine and the change in focus of
the Registrant's business, the Registrant changed its name from Princeton
Ventures, Inc. to Aero Marine Engine, Inc. In addition, Locke Goldsmith resigned
as an officer and director of Princeton Ventures, Inc. and Garth Bailey was
appointed a director and the Chief Executive Officer. Garth Bailey and William
Robertson served as the Registrant's directors until August 21, 2003 when
William Robertson resigned as a director.
In connection with the Share Exchange, it came to the attention that the
Amended Bylaws of the Registrant were amended by corporate minutes dated March
20, 2002 which corrected an error relating to Article XII, Section 45 relating
to the Board of Directors authority to amend the Corporation's Bylaws. Article
XII, Section 45 of the Amended Bylaws was amended to provide that the Board of
Directors shall have the power to adopt, amend, or repeal Bylaws. On May 20,
2003, the Board of Directors further amended the bylaws by amending Article III,
Section 13 of the Amended Bylaws to provide that any action required or
permitted to be taken at a meeting of the stockholders may be taken without a
meeting if, before or after the action, a written consent thereto is signed by
stockholders holding at least a majority of the voting power, except that if a
different proportion of voting power is required for such an action at a
meeting, that that proportion of written consents is required.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Financial Statements of Dyna-Cam Engine Corporation
(a) Financial Statements of Business Acquired
Filed with the Form 10KSB of Dyna-Cam Engine Corporation filed with the SEC on
August 7, 2003, covering the audit of the balance sheet as of March 31, 2003 and
The related statements of operations, stockholders' equity (deficit) and cash
flows for each of the two years in the period ended March 31, 2003, and herein
incorporated by reference.
(b) Pro Forma Financial Information
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Princeton Ventures, Inc. (the "Company") was incorporated in the State of Nevada
on May 10, 2001. The Company had not commenced operations. On May 30, 2003,
the Company exchanged 37,944,922 shares of its common stock for all of the
issued and outstanding shares of Aero Marine Engine Corp. ("Aero"). Aero was
formed on December 30, 2002. Aero had no operations and was formed to acquire
the assets of Dyna-Cam Engine Corporation. The Company changed its name from
Princeton Ventures, Inc. to Aero Marine Engine, Inc.
At the time that the transaction was agreed to, the Company had 20,337,860
common shares issued and outstanding. In contemplation of the transaction with
Aero, the Company's two primary shareholders cancelled 9,337,860 shares of the
Company's common stock held by them, leaving 11,000,000 shares issued and
outstanding. As a result of the acquisition of Aero, there were 48,944,922
common shares outstanding, and the former Aero stockholders held approximately
78% of the Company's voting stock. For financial accounting purposes, the
acquisition was a reverse acquisition of the Company by Aero, under the purchase
method of accounting, and was treated as a recapitalization with Aero as the
acquirer. Accordingly, the historical financial statements have been restated
after giving effect to the May 30, 2003, acquisition of the Company. The
financial statements have been prepared to give retroactive effect to December
30, 2002, the date of inception of Aero, of the reverse acquisition completed on
May 30, 2003, and represent the operations of Aero. Consistent with reverse
acquisition accounting: (i) all of Aero's assets, liabilities, and accumulated
deficit, are reflected at their combined historical cost (as the accounting
acquirer) and (ii) the preexisting outstanding shares of the Company (the
accounting acquiree) are reflected at their net asset value as if issued on May
30, 2003.
Additionally, on June 30, 2003, the Company acquired the operating assets of
Dyna-Cam Engine Corp. ("Dyna-Cam"). Dyna-Cam was a development stage enterprise
developing a unique, axial cam-drive, free piston, internal combustion engine.
Dyna Cam intended to produce and sell the engine primarily for aircraft and
marine applications. Dyna-Cam had not generated significant revenues at the
time of the Company's acquisition.
The accompanying Pro Forma Condensed Consolidated Statements of Operations for
the year ended June 30, 2003 assume that the acquisition of Dyna-Cam took place
on December 30, 2002 the date of inception of Aero. The purchased net assets of
Dyna-Cam are included in the balance sheet of Aero Marine Engine, Inc. filed in
the Company's Form 10-KSB. The accompanying pro forma information is presented
for illustrative purposes and is not necessarily indicative of the financial
position or results of operations, which would actually have been reports, had
the acquisition been in effect during the periods presented, or which may be
reports in the future.
The accompanying Pro Form Condensed Consolidated Financial Statements should be
read in conjunction with the historical financial statements and related notes
thereto for the Company, and Dyna-Cam.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
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FOR THE PERIOD ENDED JUNE 30, 2003
(Unaudited)
HISTORICAL
------------------------ PRO FORMA PRO FORMA
AERO MARINE DYNA-CAM ADJUSTMENTS COMBINED
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REVENUES:
Net product sales $ - - - -
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Total revenues - - - -
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EXPENSES:
Depreciation and amortization - 25,355 (4,834)(1) 20,521
Research and development - 30,585 - 30,585
General and administrative 137,282 153,250 - 290,532
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Total expenses 137,282 209,190 (4,834) 341,638
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OPERATING INCOME (LOSS) (137,282) (209,190) 4,834 (341,638)
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OTHER (INCOME) AND EXPENSES
Interest expense - 63,971 - 63,971
Interest income - - - -
Other income - (702,321) - (3)(702,321)
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Total other expense - (638,350) - (638,350)
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INCOME (LOSS) BEFORE INCOME TAXES (137,282) 429,160 4,834 296,712
INCOME TAX PROVISION/(BENEFIT) - - 118,685 (2) 118,685
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NET INCOME (LOSS) $ (137,282) $ 429,160 $ (113,851) $ 178,027
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NET LOSS PER SHARE
Basic (4)$ 0.004
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 43,910,673
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NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(1) Amortization of purchased intangibles and reduction of depreciation based on new lower basis.
(2) Adjusted for income taxes due to loss of Dyna-Cam's net operating loss carry-forward.
(3) Other income relates to gains on restructuring of Dyna-Cam vendor trade payables occuring in May and
June 2003.
(4) The Company has a simple capital structure. Weighted average shares outstanding assumes as issued on December
30, 2002.
(c) Exhibits:
2.1(1) Exchange Agreement
2.2(1) Disposition of Collateral and Settlement Agreement
3.2(1) Amended Bylaws
Filed as an exhibit to the report on Form 8-K filed with the SEC on July 8,
2003.
Signatures
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Aero Marine Engine, Inc.
November 26, 2003
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/s/ Garth Bailey
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Garth Bailey
Chief Executive Officer