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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)
APRIL 29, 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.)
5804 E. SLAUSON AVENUE
COMMERCE, CALIFORNIA 90040
(Address of Principal Executive Offices and zip code)
(323) 278-6649
(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))
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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 of 1933, as
amended (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 any 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 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On April 29, 2005, Marine Jet Technology Corp. (the "Company")
ended the engagement of De Joya & Company as its independent certified public
accountants. The decision was approved by the Board of Directors of the Company.
The report of De Joya & Company on the Company's financial statements
for the fiscal year ended December 31, 2004 did not contain an adverse opinion
or disclaimer of opinion. However, the report was modified due to an uncertainty
about the Company's ability to continue as a going concern. During the Company's
fiscal year ended December 31, 2004 and the subsequent interim period preceding
the termination, there were no disagreements with De Joya & Company on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of De Joya & Company would have caused De Joya & Company to make
reference to the subject matter of the disagreements in connection with its
report on the financial statements for such years or subsequent interim periods.
The Company requested that De Joya & Company furnish it with a letter
addressed to the Securities and Exchange Commission ("SEC") stating whether or
not it agrees with the Company's statements in this Item 4.01(a). A copy of the
letter furnished by De Joya & Company in response to that request, dated April
29, 2005, is filed as Exhibit 16.1 to this Form 8-K.
(b) On April 29, 2005, Weinberg & Company, P.A. ("Weinberg") was
engaged as the Company's new independent certified accountants. During the two
most recent fiscal years and the interim period preceding the engagement of
Weinberg, the Company has not consulted with Weinberg regarding either: (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's
financial statements; or (ii) any matter that was either the subject of a
disagreement or event identified in paragraph (a)(1)(iv) of Item 304 of
Regulation S-B.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. None.
(b) PRO FORMA FINANCIAL INFORMATION. None
(c) EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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16.1 Letter from De Joya & Company dated April 29, 2005
regarding change in certifying accountant.
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: May 5, 2005 By: /s/ Paul Guez
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Paul Guez, Chief Executive Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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16.1 Letter from De Joya & Company dated April 29, 2005 regarding
change in certifying accountant.