UNITED STATES
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) February 9, 2005
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Marine Jet Technology Corp.
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(Exact name of registrant as specified in its charter)
Nevada 0-33297 88-0450923
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
936A Beachland Boulevard, Suite 13, Vero Beach, Florida 32963
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (772) 231-7544
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4805 158 Court NE, Redmond, Washington 98052
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(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 (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
1
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Information included in this Form 8-K may contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934. This information may involve known
and unknown risks, uncertainties and other factors that may cause Marine Jet's
actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by any
forward-looking statements. Forward-looking statements, which involve
assumptions and describe Marine Jet's future plans, strategies and expectations,
are generally identifiable by use of the words "may," "will," "should,"
"expect," "anticipate," "estimate," "believe," "intend" or "project" or the
negative of these words or other variations on these words or comparable
terminology. These forward-looking statements are based on assumptions that may
be incorrect, and there can be no assurance that these projections included in
these forward-looking statements will come to pass. Marine Jet's actual results
could differ materially from those expressed or implied by the forward-looking
statements as a result of various factors. Except as required by applicable
laws, Marine Jet undertakes no obligation to update publicly any forward-looking
statements for any reason, even if new information becomes available or other
events occur in the future.
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 11, 2005, Mr. Jeff P. Jordan entered into the Securities
Purchase Agreement with Keating Reverse Merger Fund, L.L.C., under which Keating
agreed to purchase, and Mr. Jordan agreed to sell, an aggregate of 15,306,500
shares of common stock of Marine Jet Technology Corp. owned of record and
beneficially by Mr. Jordan for a purchase price of $440,000, or $0.029 per
share. Mr. Jordan resigned as our President and Treasurer and a director of
Marine Jet effective on the date of this report.
On January 20, 2005, we entered into the Assumption Agreement with Mr.
Jordan and Intellijet Marine, Inc., a Nevada corporation that was then our
wholly-owned subsidiary. Under the Assumption Agreement, we transferred all of
our assets, except for 21,822,570 shares of common stock of Intellijet and
approximately $2,500 in cash, to Intellijet. Intellijet agreed to assume all of
our liabilities and obligations and to indemnify us for any loss we incur with
respect to the assumed liabilities. Mr. Jordan and Intellijet also agreed to
release us from any and all obligations and claims whatsoever.
2
On February 4, 2005, we completed the distribution of all 21,822,570
shares of common stock of Intellijet owned of record and beneficially by us pro
rata to our stockholders of record as of January 24, 2005. Pursuant to the
distribution, each of our stockholders received one share of common stock of
Intellijet for each one share of common stock of Marine Jet owned of record or
beneficially by the stockholder on the record date. Intellijet will continue to
operate its business of developing marine jet propulsion technology; supplying
mechanical components under the Quick JetTM brand name; and licensing boat
manufacturers to produce boats incorporating Intelllijet's systems.
The transactions under the Assumption Agreement and the distribution had
been previously approved and authorized by our board of directors.
Following the completion of the transactions under the Assumption
Agreement and the distribution, Mr. Jordan completed the sale of his shares of
Marine Jet to Keating on February 9, 2005. As of the date of this report, we
have 21,822,570 shares of common stock outstanding. Keating owns 15,306,500
shares, or approximately 70.1% of the outstanding shares, of our common stock.
Our remaining shareholders own 6,516,070 shares of common stock, or
approximately 29.9% of the outstanding shares.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On January 20, 2005, pursuant to the Assumption Agreement, we transferred
all of our assets, except for 21,822,570 shares of common stock of Intellijet
and approximately $2,500 in cash, to Intellijet. Intellijet agreed to assume all
of our liabilities and obligations and to indemnify us for any loss we incur
with respect to the assumed liabilities.
On February 4, 2005, we completed the distribution of all 21,822,570
shares of common stock of Intellijet owned of record and beneficially by us pro
rata to our stockholders of record as of January 24, 2005. Pursuant to the
distribution, each of our stockholders received one share of common stock of
Intellijet for each one share of common stock of Marine Jet owned of record or
beneficially by the stockholder on the record date. The transactions under the
Assumption Agreement and the distribution had been previously approved by our
board of directors.
Following completion of the transactions under the Assumption Agreement
and the distribution, we have no material assets, liabilities or ongoing
operations. Nevertheless, management believes that it may be able to recover
some value for its shareholders by the adoption and implementation of a plan to
seek, investigate and, if the results of the investigation warrant, effectuate a
business combination with a suitable privately-held company that has both
business history and operating assets. Our potential success will be primarily
dependent on the efforts and abilities of our new management team, who will have
virtually unlimited discretion in searching for, negotiating and entering into a
business combination transaction.
Management believes that the selection of a business opportunity will be
complex and extremely risky. Because of general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, our new management team believes that there are numerous privately-held
companies seeking the perceived benefits of becoming a publicly-held
corporation. Such perceived benefits may include facilitating debt financing or
improving the terms on which additional equity may be sought, providing
liquidity for the principals of the business, creating a means for providing
stock incentives or similar benefits to key employees, providing liquidity for
all stockholders and other factors.
3
Potential business opportunities may occur in many different industries
and at various stages of development, all of which will make the task of
comparative investigation and analysis extremely difficult and complex. Our new
management team believes that we will only be able to participate in one
business venture. This lack of diversification should be considered a
substantial risk because it will not allow us to offset potential losses from
one venture against gains from another.
Management believes that Marine Jet will offer owners of a suitable
privately-held company the opportunity to acquire a controlling ownership
interest in a public company:
o In less time than would be required for a traditional initial public
offering;
o For less out-of-pocket cost than would be required for a traditional
initial public offering; and
o With a greater degree of certainty that the transaction will
ultimately close.
Nevertheless, the owners of any target company that we select will incur
significant costs and expenses, including the costs of preparing the required
business combination agreements and related documents, the costs of preparing a
Current Report on Form 8-K describing the business combination transaction and
the costs of preparing the documentation associated with future reporting under
the Exchange Act.
While our management team believes that we will be able to enter into a
business combination, there can be no assurance as to how much time will elapse
before a business combination is effectuated, if ever.
In the event that a business combination is consummated, it is likely that
our present shareholders will own only a small minority interest in the combined
companies. In addition, as part of the terms of an acquisition transaction, our
current officers and directors will ordinarily resign and be replaced by new
officers and directors selected by the target company. Management does not
intend to obtain shareholder approval prior to consummating any acquisition
other than a statutory merger.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
Pursuant to the terms of the Securities Purchase Agreement and effective
as of the closing of the transactions under the Securities Purchase Agreement,
Mr. Jeff P. Jordan resigned as the President, the Treasurer and a director of
Marine Jet, Mrs. Martha A. Jordan resigned as the Secretary and a director of
Marine Jet and Wilbur Sebree, resigned as a director of Marine Jet. Mr. Kevin R.
Keating was appointed President, Treasurer, Secretary and sole director of
Marine Jet pursuant to the terms of the Securities Purchase Agreement and
effective as of the closing of the transactions under the Securities Purchase
Agreement. Concurrently, Marine Jet's principal executive office was moved to
936A Beachland Boulevard, Suite 13, Vero Beach, Florida 32963.
4
Mr. Keating is an investment executive and for the past nine years has
been the Branch Manager of the Vero Beach, Florida, office of Brookstreet
Securities Corporation. Brookstreet is a full-service, national network of
independent investment professionals. Mr. Keating services the investment needs
of private clients with special emphasis on equities. For more than 35 years, he
has been engaged in various aspects of the investment brokerage business. Mr.
Keating began his Wall Street career with the First Boston Company in New York
in 1965. From 1967 through 1974, he was employed by several institutional
research boutiques where he functioned as Vice President Institutional Equity
Sales. From 1974 until 1982, Mr. Keating was the President and Chief Executive
Officer of Douglas Stewart, Inc., a New York Stock Exchange member firm. Since
1982, he has been associated with a variety of firms as a registered
representative servicing the needs of individual investors. Mr. Keating is 64
years of age.
To our knowledge, neither Mr. Keating nor any of his affiliates currently
beneficially owns any equity securities or rights to acquire any securities of
Marine Jet, and none of these persons has been involved in any transaction with
Marine Jet or any of its directors, executive officers or affiliates that is
required to be disclosed pursuant to the rules and regulations of the Securities
and Exchange Commission other than with respect to the transactions that have
been described in this report. To our knowledge, Mr. Keating is not currently a
director of, nor does he hold any position with, Marine Jet, nor does he have a
familial relationship with any director or executive officer of Marine Jet.
On January 13, 2005, we filed the Information Statement with the U.S.
Securities and Exchange Commission, pursuant to Section 14(f) of the Exchange
Act and Rule 14f-1 promulgated under the Exchange Act, announcing the proposed
changed in control of Marine Jet. The Information Statement was mailed on
January 13, 2005, to our stockholders of record as of January 11, 2005.
Other than the agreements and transactions described in this report, we
know of no arrangements that may result in a change in control of Marine Jet.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Effective as of February 9, 2005, Mr. Jeff P. Jordan resigned as the
President, the Treasurer and a director of Marine Jet, Mrs. Martha A. Jordan
resigned as the Secretary and a director of Marine Jet and Wilbur Sebree,,
resigned as a director of Marine Jet. These resignations were not the result of
any disagreement between Marine Jet and any of the resigning officers and/or
directors.
Effective as of February 9, 2005, Mr. Kevin R. Keating was appointed our
President, Secretary, Treasurer and sole director.
5
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro forma financial information.
The unaudited pro forma information is based on the historical financial
statements of Marine Jet giving effect to the assumptions and adjustments in the
accompanying notes to the pro forma financial statements. These unaudited pro
forma financial statements may not be indicative of the results that actually
would have occurred if the transactions had taken place on the dates indicated.
6
Marine Jet
Technology, Inc. Pro Forma Pro Forma
Consolidated Total Adjustments Total
--------- --------- ---------
2/1/2005 2/1/2005
(unaudited) (unaudited)
ASSETS
Current assets
Cash $ 2,549 $ 2,549
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Total current assets 2,549 2,549
Fixed assets, net 11,258 (11,258)(a) --
Intangible assets, net 38,933 (38,933)(a) --
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Total assets $ 52,740 $ 2,549
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities $ 1,751 1,751 (a) $ --
Notes payable to stockholder 13,286 13,286 (a) --
Notes payable 30,467 30,467 (a) --
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Total current liabilities 45,504 --
Long term debts -- --
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Total liabilities 45,504 --
Stockholders' equity
Common stock 21,823 21,823
Additional paid-in capital 289,855 289,855
Accumulated deficit during development stage (304,442) 4,687 (a) (309,129)
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Total stockholders' equity 7,236 2,549
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Total liabilities and stockholders' equity $ 52,740 $ -- $ 2,549
========= ========= =========
(a) Adjustment to give effect to the transfer of Marine Jet assets to
Intellijet Marine, the assumption of Marine Jet liabilities by Intellijet
Marine, and the subsequent distribution of all Intellijet Marine shares to
the Marine Jet shareholders, as if the transactions occurred as of the end
of the period presented.
7
Marine Jet
Technology, Inc. Pro Forma Pro Forma
Consolidated Total Adjustments Total
------------ ------------ ----------
Period from Period from
January 1, 2005 to January 1, 2005 to
February 1, 2005 February 1, 2005
(unaudited) (unaudited)
Revenues $ -- $ -- $ --
Operating expenses
General and administrative expenses 2,406 (2,406)(a) --
Depreciation and amortization 633 (633)(a) --
------------ ------------ ----------
Total operating expenses 3,039 (3,039) --
Loss from operations (3,039) 3,039 --
Other income (expense)
Interest expense (88) 88 (a) --
------------ ------------ ----------
Total other income (expense) (88) 88 --
------------ ------------ ----------
Income before income taxes (3,127) 3,127 --
Income taxes -- -- --
------------ ------------ ----------
Net income $ (3,127) $ 3,127 $ --
============ ============ ==========
Net loss per basic and fully diluted common shares $ (0.00) $ --
============ ============ ==========
Weighted average number of common shares outstanding $ 21,822,570 21,822,570
============ ============ ==========
(a) Adjustment to give effect to the transfer of Marine Jet assets to
Intellijet Marine, the assumption of Marine Jet liabilities by Intellijet
Marine, and the subsequent distribution of all Intellijet Marine shares to
the Marine Jet shareholders, as if the transactions occurred as of the
beginning of the period presented.
8
Marine Jet
Technology, Inc. Pro Forma Pro Forma
Consolidated Total Adjustments Total
----------- ----------- -----------
12/31/2004 12/31/2004
(unaudited) (unaudited)
ASSETS
Current assets
Cash $ 879 $ (879)(a) $ --
----------- -----------
Total current assets 879 --
Fixed assets, net 11,891 (11,891)(a) --
Intangible assets, net 38,845 (38,845)(a) --
----------- -----------
Total assets $ 51,615 $ --
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities $ -- $ --
Notes payable to stockholder 13,286 13,286 (a) --
Notes payable 30,467 30,467 (a) --
----------- -----------
Total current liabilities 43,753 --
Long term debts -- --
----------- -----------
Total liabilities 43,753 --
Stockholders' equity
Common stock 21,823 21,823
Additional paid-in capital 287,355 287,355
Accumulated deficit during development stage (301,316) 7,862 (a) (309,178)
----------- -----------
Total stockholders' equity 7,862 --
----------- ----------- -----------
Total liabilities and stockholders' equity $ 51,615 $ -- $ --
=========== =========== ===========
(a) Adjustment to give effect to the transfer of Marine Jet assets to
Intellijet Marine, the assumption of Marine Jet liabilities by Intellijet
Marine, and the subsequent distribution of all Intellijet Marine shares to
the Marine Jet shareholders, as if the transactions occurred as of the end
of the period presented.
9
Marine Jet
Technology, Inc. Pro Forma Pro Forma
Consolidated Total Adjustments Total
------------ ------------ ------------
Year Ended Year Ended
December 31, 2004 December 31, 2004
(unaudited) (unaudited)
Revenues $ -- $ -- $ --
Operating expenses
General and administrative expenses 147,187 (123,574)(a) 23,613
Depreciation and amortization 7,595 (7,595)(a) --
------------ ------------ ------------
Total operating expenses 154,782 (131,169) 23,613
Loss from operations (154,782) 131,169 (23,613)
Other income (expense)
Interest expense (1,050) -- (1,050)
------------ ------------ ------------
Total other income (expense) (1,050) -- (1,050)
------------ ------------ ------------
Income before income taxes (155,832) 131,169 (24,663)
Income taxes -- -- --
------------ ------------ ------------
Net income $ (155,832) $ 131,169 $ (24,663)
============ ============ ============
Net loss per basic and fully diluted common shares $ (0.01) $ (0.00)
============ ============
Weighted average number of common shares outstanding 21,094,979 21,094,979
============ ============
(a) Adjustment to give effect to the transfer of Marine Jet assets to
Intellijet Marine, the assumption of Marine Jet liabilities by Intellijet
Marine, and the subsequent distribution of all Intellijet Marine shares to
the Marine Jet shareholders, as if the transactions occurred as of the
beginning of the period presented.
10
(c) Exhibits.
Exhibit Number Description of Exhibit
10 Assumption Agreement dated effective as of January 20, 2005,
among Marine Jet Technology Corp., Intellijet Marine, Inc.,
and Jeff P. Jordan
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.
Date: February 10, 2005 MARINE JET TECHNOLOGY CORP.
(Registrant)
By: /s/ Kevin R. Keating
-------------------------------------
Kevin R. Keating, President
11
EXHIBIT INDEX
Exhibit Number Description of Exhibit
10 Assumption Agreement dated effective as of January 20, 2005,
among Marine Jet Technology Corp., Intellijet Marine, Inc.,
and Jeff P. Jordan
12