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): July 21,
2006
Axial
Vector Engine Corporation
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-49698
|
20-3362479
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
121
S W Salmon Street Suite 1100, Portland, OR
|
97204
|
|
(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)
|
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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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
1 - Registrant’s Business and Operations
Item
8.01 Other
Events
On
July
21, 2006, we entered into an agreement titled “Beta Test site Agreement” (the
“Agreement”) with Dynamic Engines Limited, a New Zealand company (“DEL”). Under
the Agreement, DEL will provide its facility in New Zealand as a beta test
site
for our Axial Flux Generator product. For a test period of least three months,
DEL will operate one of our Axial Flux electrical power generators at its
facility under the supervision of a joint Work Group consisting of personnel
from both Axial Vector and DEL. During the testing period, DEL will be
responsible for fueling the test generator and will receive the benefit of
the
electrical power generated.
We
will
be responsible for delivering and installing the Axial Flux Generator and for
the cost of removing the test generator and returning it to the lab for
analysis. We will also be responsible for training DEL personnel in basic
operation of the Axial Flux Generator. DEL is required to obtain any necessary
government permits or licenses for operation of the generator and will be
responsible for routine maintenance during the testing period.
Under
a
separate agreement dated July 13, 2006, DEL became the exclusive distributor
of
our GENSETS product in the country of New Zealand for a period of twenty years.
The
above
description of the Distribution Agreement and the transactions contemplated
thereby is a summary of terms, is not intended to be complete, and is qualified
in its entirety by the complete text of that agreement, a copy of which is
attached as Exhibit 99.1 to this Current Report.
SECTION
9 - FINANCIAL
STATEMENTS AND EXHIBITS
Item
9.01
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Exhibit
99.l
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2
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:
July 25, 2006
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