U.S. 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): August 26, 2005
NEPTUNE INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida 000-32691 65-0838060
(State or Other Jurisdiction (Commission File Number) I.R.S. Employer
of Incorporation) Identification No.)
2234 N. Federal Highway, Suite 372, Boca Raton, FL 33431
( Address of principal executive offices) (Zip Code)
(561)-482-6408)
(Issuer's telephone number)
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 (See General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 2. FINANCIAL INFORMATION
Item 2.01 Completion of Acquisition or Disposition of Assets
On June 9, 2005, Neptune Industries, Inc., a Florida corporation (the Company)
merged with Move Films, Inc., a Texas corporation, with the Company as the
surviving entity. A total of 2,817,500 common shares of the Company were
issued to the shareholders of Move Films, Inc. in the merger, based on one
share of the Company for each outstanding share of Move Film, Inc. Prior to
the merger, Move Films, Inc. was a reporting company under Section 12(g) of
the Securities Exchange of 1934 and the Company succeeded to that reporting
obligation as a result of the merger.
As part of the merger transaction, the Company also undertook a reduction of
the number of its authorized common shares as well as the number of common
shares outstanding, on the basis of one reduction share for each six shares
outstanding before the reduction. As surviving entity in the merger, the
Company continued its fiscal year ended June 30 for both tax and SEC reporting
purposes.
The entire merger transaction, including the share reduction, was previously
reported on the Form 10-KSB filed on June 20, 2005 for the last calendar year
ending before the merger transaction, under Item 8B OTHER INFORMATION-
SUBSEQUENT EVENTS. Consequently, no separate Form 8-K was required to be
filed to report the merger or the additional information required by a Form
8-K, including pro forma combined financial reports, by virtue of SEC Rule
13(a)(11)(a). Under that Rule, if substantially the same information required
to be included in a Form 8-K is reported on another filing with the SEC, there
is no need to file the Form 8-K. The Form 10-KSB filed on June 20, 2005
included a full description of the transaction, change of control, new officers
and directors, total shares issued and outstanding in the merged entity,
audited financial statements of the Company, and pro forma combined financial
statements for the fiscal years ended June 30, 2003 and 2004, reflecting the
merger transaction. This report of the transaction is for information purposes
only, with reference to the filing on June 20, 2005.
SECTION 8 OTHER EVENTS
Item 8.01 Other Events.
The Company has agreed with Lynden Capital, LP to the conversion of $55,000 in
outstanding promissory notes plus accrued interest into common stock of the
Company, on the same general terms and conditions as our planned private share
offering, which will be initiated in the next few weeks.
The Company also agreed with Jeffrey Raup to the conversion of $50,000 in
outstanding promissory notes plus accrued interest into common stock of the
Company, on the same general terms and conditions as our planned private share
offering, which will be initiated in the next few weeks.
The conversions will be made on the basis of $1.00 of the convertible note for
two Units, with each Unit consisting of one share of Common stock and one half
of a common stock warrant. Each full warrant entitles the holder to acquire one
share of the Company common stock at an exercise price of $0.75 per share for a
three year period. The effect of the conversions of the notes is reflected in
the following table:
Loan Amount Shares Warrants
---------------------------------------------------------------
Principal $ 55,000 110,000 55,000
50,000 100,000 50,000
Interest $ 4,870 9,740 4,870
8,333 16,666 8,333
---------- ---------- ------------
TOTAL $118,203 236,406 118.203
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
----------------------
None.
(b) Exhibits.
None
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 duly authorized officer.
Date: August 26, 2005
NEPTUNE INDUSTRIES, INC.
By /s/ Ernest Papadoyianis
--------------------------------
Ernest Papadoyianis
President
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