Form 8-K for MARINE JET TECHNOLOGY CORP (MJET.OB)
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28-Mar-2005
Other Events
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.
biz.yahoo.com
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Based on how well TRLG.OB did, this one is on the watch list for DD. I wonder how long and how many players can enter the high end jeans market.
==========================================================================================Form 8-K for MARINE JET TECHNOLOGY CORP
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22-Feb-2005
Sale of Equity
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On February 17, 2005, Marine Jet Technology Corp. (the "Company") issued 5,000,000 shares of its common stock ("Common Stock") to Keating Reverse Merger Fund, LLC ("KRM Fund") at a purchase price of $0.01 per share, for an aggregate purchase price of $50,000. The funds will provide working capital to the Company for operating expenses.
On February 17, 2005, the Company also issued 1,000,000 shares of its Common Stock to Mr. Kevin R. Keating, the sole officer and director of the Company, for services rendered to the Company with a fair value of $10,000, or $0.01 per share.
On February 17, 2005, the Company also issued 300,000 shares of its Common Stock to Garisch Financial, Inc. ("GFI") for consulting services rendered to the Company with a fair value of $3,000, or $0.01 per share.
The above shares of Common Stock were issued under an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended ("Securities Act"). As such, the shares of Common Stock issued to KRM Fund, Mr. Kevin R. Keating and GFI will be restricted shares, and the holder thereof may not sell, transfer or otherwise dispose of such shares without registration under the Securities Act or an exemption therefrom. The Company has agreed to grant "piggyback" registration rights to KRM Fund, Mr. Kevin R. Keating and GFI with respect to the above shares.
Immediately following the above stock issuances, the Company had 28,122,570 shares of Common Stock outstanding. KRM Fund owns a total of 20,306,500 shares of the Company's Common Stock immediately after the above stock issuances. |
