UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Marine Jet Technology Corp.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
568273 10 6
--------------------------------------------------------------------------------
(CUSIP Number)
Keating Reverse Merger Fund, LLC
5251 DTC Parkway, Suite 1090
Greenwood Village, CO 80111
(720) 889-0131
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 29, 2005
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_| .
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Page 1 of 7)
---------------------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
--------------------------------------------------------------------------------
CUSIP No. 568273 10 6 13D Page 2 of 7 Pages
--------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Keating Reverse Merger Fund, LLC / 02-665412
-------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|
-------------------------------------------------------------------------------
3. SEC Use Only
-------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
-------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
-------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
-------------------------------------------------------------------------------
7. Sole Voting Power
Number of
Shares
Beneficially -----------------------------------------------------------------
Owned by
Each 8. Shared Voting Power
Reporting
Person With 20,306,500
-------------------------------------------------------------------------------
9. Sole Dispositive Power
20,306,500
-------------------------------------------------------------------------------
10. Shared Dispositive Power
-------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
20,306,500
-------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
-------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
2.7%
-------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
OO-Limited Liability Company
-------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 7
Item 1. Security and Issuer.
(a) Title of Class: Common Stock
(b) Name and Address of Issuer: Marine Jet Technology Corp.
5804 E. Slauson Avenue
Commerce, California 90040
(c) Trading Symbol: MJET
Item 2. Identity and Background.
(a) Name: Keating Reverse Merger Fund, LLC
(b) Business Address: 5251 DTC Parkway, Suite 1090
Greenwood Village, CO 80111
(c) Occupation: Institutional Investor
(d) Conviction: N/A
(e) Civil Proceedings: N/A
(f) State of Incorporation: Delaware
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Entity, on February 9, 2005 acquired 15,306,500 shares of
the Issuer's Common Stock from a certain third party in exchange for a purchase
price of $440,000. On February 17, 2005, the Reporting Entity acquired 5,000,000
shares of the Issuer's Common Stock from the Issuer for a purchase price of
$50,000. The funds used for both of these purchases have been provided from the
Reporting Entity's working capital.
This Amendment relates to the closing (the "Closing") of the transactions
contemplated by that certain Exchange Agreement dated April 14, 2005 ("Exchange
Agreement"), by and among the Issuer, Antik Denim, LLC, Paul Guez ("Guez"),
certain other members of Antik Denim, LLC, and the Reporting Entity, which
occurred on April 29, 2005. At the Closing, pursuant to the terms of the
Exchange Agreement, the Company acquired all of the outstanding membership
interests of Antik Denim, LLC (the "Interests") from Guez and the other Antik
Denim members, and Guez and the other Antik members contributed all of their
Interests to the Company. In exchange, the Company issued to Guez and the other
Antik members 843,027 shares of Series A Convertible Preferred Stock, par value
$0.001 per share, of the Company ("Preferred Shares"), which are convertible
into 708,984,876 shares of the Company's common stock. As a result of the
Closing, the Reporting Entity holds 2.7% of the total combined voting power of
all classes of the Issuer's capital stock.
The beneficial ownership of the Issuer's common stock reported in this
Amendment No. 2 to Schedule 13D by the Reporting Entity is based on such
entity's ownership of the Issuer's common stock, prior to any proposed reverse
split, and assumes a total of 740,067,719 shares of the Issuer's common stock
outstanding as of April 29, 2005, on a pre-reverse split and an
as-converted-to-common-stock basis.
Effective as of the Closing, the Reporting Entity, Guez and the other
members of Antik Denim, LLC, agreed to vote their shares of the Issuer's common
stock (voting together on an as-converted-to-common-stock basis) to (i) elect
Kevin Keating or such other person designated by the Reporting Entity from time
to time (the "KRM Designate") to the Issuer's board for a period of one year
following the Closing, (ii) elect such other persons that may be designated by
Guez from time to time to fill any vacant position on the board of directors
(other than the KRM Designate), and (iii) approve a 1 for 29 reverse stock
split, an increase in the Issuer's authorized common stock from 45,000,000 to
75,000,000, a corporate name change, and a stock incentive plan (clause (iii) is
referred to herein as the "Actions").
In the event that the Reporting Entity fails to vote its shares to approve
each of the Actions, it has granted to Guez a proxy to vote its shares to
approve such Actions. Accordingly, Guez holds shared voting power over the
shares held by the Reporting Entity (20,306,500 shares). The Reporting Entity
hereby disclaims any shared voting power with respect to any matters other than
the Actions.
The Voting Agreement dated April 29, 2005, by and among the Reporting
Entity, Guez and the other members of Antik Denim, LLC, is attached hereto as
Exhibit 1, and incorporated herein by reference.
Item 4. Purpose of Transaction.
Reference is made to the disclosure set forth under Item 3 of this
Amendment No. 2 to Schedule 13D, which disclosure is incorporated herein by
reference.
The Reporting Entity made its prior purchases of the Issuer's common stock
for investment purposes. The Reporting Entity disclaims any membership in a
group relating to the Issuer except with respect to the Actions described above
to which the Reporting Entity has agreed to vote.
The Reporting Entity anticipates taking action to approve (i) the 1 for 29
reverse stock split, (ii) an increase in the Issuer's authorized common stock
from 45,000,000 to 75,000,000, (iii) a corporate name change, and (iv) a stock
incentive plan.
Other than as described in this Amendment No. 2 to Schedule 13D, the
Reporting Entity is not aware of any plans or proposals which would result in
the acquisition by any person of additional securities of Issuer or the
disposition of securities of the Issuer; any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; a sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries; any change in the present board
of directors or management of the Issuer, including any place or proposals to
change the number or term of directors or to fill any existing vacancies on the
Issuer's Board; any material change in the present capitalization or dividend
policy of the Issuer; any other material change in the Issuer's business or
corporate structure; any changes in Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; causing a class of securities of the Issuer
to be delisted from national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered national
securities association; a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to section 12(g)(4) of the
Act; or any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
Reference is made to the disclosure set forth under Items 3 and 4 of this
Schedule 13D, which disclosure is incorporated herein by reference.
As of April 29, 2005, the Reporting Entity beneficially owned 20,306,500
shares of the Issuer's common stock prior to any proposed reverse split (the
"KRM Shares"). Assuming a total of 740,067,719 shares of the Issuer's common
stock outstanding as of April 29, 2005, on a pre-reverse split and as-converted
4
basis, the KRM Shares constitute approximately 2.7% of the shares of the
Issuer's common stock issued and outstanding.
The Reporting Entity has the sole power to dispose of the KRM Shares. The
Reporting Entity shares, with Guez, the power to vote the KRM Shares with
respect to the Actions.
Transactions by the Reporting Entity in the Issuer's common stock effected
in the past 60 days are described in Item 3 above.
As a result of the Closing, on April 29, 2005, the Reporting Entity ceased
to be the beneficial owner of more than five percent of the Issuer's common
stock issued and outstanding on an as converted and pre-reverse split basis.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Reference is made to the disclosure set forth under Items 3, 4 and 5 of
this Schedule 13D, which disclosure is incorporated herein by reference.
The Voting Agreement dated April 29, 2005, by and among the Reporting
Entity, Guez and the other members of Antik Denim, LLC, is attached hereto as
Exhibit 1, and incorporated herein by reference.
For a period of one year following the Closing, the Reporting Entity holds
the right to appoint one member of the Board of Directors of the Issuer ("KRM
Designate") and has agreed to vote its shares to elect such other persons that
may be designated by Guez from time to time to fill any vacant position on the
board of directors (other than the KRM Designate).
Item 7. Material to be Filed as Exhibits.
Exhibit No.
1 Voting Agreement dated as of April 29, 2005, by and among
the Reporting Entity, Guez and the other members of Antik
Denim, LLC.
5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies he is Timothy J. Keating, the duly authorized and acting
manager of the Reporting Entity, and that the information set forth in this
Schedule 13D is true, complete and correct.
Dated: May 3, 2005 /s/ Timothy J. Keating
---------------------------
Timothy J. Keating
Manager
6
EXHIBIT INDEX
Exhibit No.
1 Voting Agreement dated as of April 29, 2005, by and among
the Reporting Entity, Guez and the other members of Antik
Denim, LLC.
7