UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
March 24, 2005
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Marine Jet Technology Corp.
(Exact name of registrant as specified in charter)
Nevada
(State or other Jurisdiction of Incorporation or Organization)
000-33297 88-0450923
(Commission File Number) (IRS Employer Identification No.)
936A Beachland Boulevard, Suite 13
Vero Beach, FL 32963
(Address of Principal Executive
Offices and zip code)
(772) 231-7544
(Registrant's telephone
number, including area code)
N/A
(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 registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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, as amended (the "Exchange Act").
This information may involve known and unknown risks, uncertainties and other
factors which may cause the Company'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 the Company'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. The Company'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, the Company 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.
Item 8.01 Other Events
On March 24, 2005, Marine Jet Technology Corp. (the "Company"), a Nevada
corporation, entered into a Letter of Intent to acquire Antik Denim, LLC, a
California limited liability company ("Antik"). Antik designs, develops, markets
and distributes high fashion jeans and accessories with an Old West flair under
the brand name "Antik Denim". Antik's products include jeans, jackets, belts,
purses and t-shirts. Antik currently sells its products in the United States,
Canada, Japan and the European Union directly to department stores and boutiques
and through distribution arrangements in certain foreign jurisdictions. Antik
was established in September 2004, is headquartered in Commerce, California, and
maintains two showrooms in New York and Los Angeles.
Under the transactions contemplated under the Letter of Intent, the
Company will acquire all of the outstanding membership interests in Antik from
Antik's existing members ("Antik Members"). In the exchange, the Company will
issue shares of its common stock to Antik Members in such amount so that,
immediately after giving effect to the acquisition, the Antik Members will own
in the aggregate 95.8% of the Company's issued and outstanding shares of common
stock on a fully diluted basis. At the close of the transaction, it is
contemplated that a new board of directors will be designated by the Antik
Members and that the board will include one member to be designated by Keating
Reverse Merger Fund, LLC, the Company's current principal shareholder. After the
payment of certain transaction related fees (including the issuance of the
Company's common stock to certain finders and advisors), the current
stockholders of the Company are expected to own approximately 3.8% of the issued
and outstanding common stock after completion of the transaction with Antik.
The completion of the acquisition is subject to the negotiation and
execution of a definitive acquisition agreement, the delivery of financial
statements of Antik prepared in accordance with generally accepted accounting
principles in the United States of America, and the approval by the Company's
board and stockholders of the acquisition, a corporate name change, an increase
in the Company's authorized common stock and a reverse stock split to be
mutually determined. Subject to the satisfaction of the above conditions and
other customary conditions, the acquisition is presently expected to close in
the second quarter of 2005. However, there can be no assurances that the
acquisition will be completed.
The Company is currently a public "shell" company with nominal assets
whose sole business has been to identify, evaluate and investigate various
companies with the intent that, if such investigation warrants, a reverse merger
transaction be negotiated and completed pursuant to which the Company would
acquire a target company with an operating business with the intent of
continuing the acquired company's business as a publicly held entity.
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.
Marine Jet Technology Corp.
(Registrant)
Date: March 28, 2005 By: /s/ Kevin R. Keating
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Kevin R. Keating, President and Secretary