|
Aero
Marine Engine, Inc.
(Exact
name of registrant as specified in its charter) | |
|
Nevada
(State or other jurisdiction of incorporation or
organization) |
98-0353007
(I.R.S.
Employer Identification No.) |
One
World Trade Center
121
S.W. Salmon Street, Suite 1100, Portland, Oregon
(Address
of Principal Executive Offices) |
97204
(Zip
Code) |
|
Management
Consulting Agreement
(Full
title of the plan) | |
|
Catherine
Ratelle, 6393 Buckaroo, Las Vegas, Nevada 89108
(Name
and address of agent for service) | |
|
702-535-6201
(Telephone
number, including area code, of agent for
service) | |
Title
of Securities
to
be Registered
(1) |
Amount
to be
Registered
(2) |
Proposed
Maximum
Offering
Price Per
Share
(3) |
Proposed
Maximum
Aggregate
Offering
Price
(3) |
Amount
of
Registration
Fee |
|
Common
Stock
$0.001
par value |
1,465,000
Shares |
$1.18
Per
Share |
$1,728,700 |
$219.02 |
|
(1) |
This
registration statement covers the common stock issuable pursuant to a
management consulting agreement executed with Arube Holdings Inc.
|
|
(2) |
The
proposed maximum offering price is calculated in accordance with Rule
457(h) of the Securities Act of 1933, as amended, based upon the price of
$1.18 per share for 1,465,000 shares that have been issued under the
consulting agreement. |
|
(3) |
The
proposed maximum aggregate offering price is based on the proposed maximum
offering price per shares multiplied by the total number of shares of
common stock to be registered. |
|
* |
Information
required by Part I to be contained in Section 10(a) prospectus is omitted
from the Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, and Note to Part I of Form
S-8. |
|
(1) |
The
Company’s Annual Report on Form 10-KSB, as amended, for the year ended
June 30, 2004; |
|
(2) |
All
other reports filed by the Company pursuant to Sections 13(a) or 15(d) of
the Exchange Act subsequent to the filing of the Company’s Annual Report
for the year ended June 30, 2004 with the Securities and Exchange
Commission; |
|
(3) |
The
description of the Company’s Common Stock which is contained in the
Company’s Registration Statement on Form SB-2, filed with the Securities
and Exchange Commission pursuant to Section 12(g) of the Securities
Exchange Act of 1934 (the “Exchange Act”) originally on October 9, 2001
and as amended through March 6, 2002. |
|
(a) |
a
willful failure to deal fairly with the corporation or its shareholders in
connection with a matter in which the director has a material conflict of
interest; |
|
(b) |
a
violation of criminal law unless the director had reasonable cause to
believe that his or her conduct was lawful or no reasonable cause to
believe that his or her conduct was
unlawful; |
|
(c) |
a
transaction from which the director derived an improper personal profit;
and |
|
(d) |
willful
misconduct. |
|
Exhibit
Number |
Description |
|
Opinion of Cane Clark LLP regarding validity of securities with consent to
use | |
|
Management Consulting Agreement with Arube Holdings
Inc. | |
|
Consent of Epstein, Weber & Conover, P.L.C.
|
|
(a) |
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this
registration: |
|
(1) |
To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933; |
|
(2) |
To
reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement; and |
|
(3) |
To
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration
Statement; |
|
(b) |
That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. |
|
(c) |
To
remove from registration by means of post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering. |
|
(2) |
The
Company hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Company’s annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at the
time shall be deemed to be the initial bona fide offering
thereof. |
|
(3) |
Insofar
as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by the director, officer or
controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company
will, unless in |