Axial Vector Engine Corp 8-K mainbody
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________
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): June 19, 2006
Axial
Vector Engine Corporation
(Exact
name of registrant as specified in its charter)
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Nevada
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000-49698
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20-3362479
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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121
S W Salmon Street Suite 1100, Portland, OR
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97204
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 503-595-5088
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___________________________________________________
(Former
name or former address, if changed since last
report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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SECTION
4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review.
On
June
19, 2006, the Company’s Board of Directors, after discussion with the Company’s
independent auditors, authorized the restatement of our previously issued
(audited) consolidated financial statements for the year ending June 30, 2005,
in our annual report on Form 10-KSB as filed with the Securities and Exchange
Commission (the “Commission”) on October 14, 2005. The Board also authorized
restatement of our previously issued (unaudited) consolidated financial
statements for the periods ended September 30, 2005 and December 31, 2006 in
our
quarterly reports on Form 10-QSB as filed with the Commission on November 17,
2005 and February 21, 2006, respectively.
In
connection with the evaluation of the restatement described above, management
has concluded that the restatement was the result of material weaknesses in
the
Company’s internal control over financial reporting. A material weakness is a
control deficiency, or combination of control deficiencies, that results in
more
than a remote likelihood that a material misstatement of the financial
statements will not be prevented or detected. The Company previously disclosed
that a material weakness existed over the accuracy and valuation of its
financial statements for the period ended March 31, 2006, in its quarterly
report on Form 10-QSB filed with the Commission on May 23, 2005. There can
be no
assurance that such control deficiencies would not, individually or in the
aggregate, constitute additional material weaknesses.
FOR
THE
EFFECT OF THE RESTATEMENT OF THE CONSOLIDATED FINANCIAL STATEMENTS OF THE
COMPANY FOR THE YEAR ENDED JUNE 30, 2005, AND PERIODS ENDED SEPTEMBER 30, 2005
AND DECEMBER 31, 2005, PLEASE REFER TO THE AMENDMENTS TO OUR FORM 10-KSB FOR
THE
YEAR ENDED JUNE 30, 2005 AND FORMS 10-QSB FOR THE PERIODS ENDED SEPTEMBER 30,
2005 AND DECEMBER 31, 2005, EXPECTED TO BE FILED BY JULY 31, 2006 OR DATE SOON
THEREAFTER.
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.
Axial
Vector Engine Corporation.
/s/
Raymond Brouzes
Raymond
Brouzes
Chief
Executive Officer, Chief Financial Officer, and Director
Date:
June 19, 2006