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 2, 2006
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.)
21218 St. Andrews Boulevard
Suite 645
Boca Raton, FL 33433
(Address of principal executive offices)
(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 8 OTHER EVENTS
Item 8.01 Other Events.
In July, 2006, the Company was notified by its transfer agent, Interwest
Transfer Company, Inc., that BDE, LLC, of Austin, Texas, had filed a Form 144
with the SEC and had requested the transfer agent to clear 1,187,500 shares of
the common stock of the Company represented by Certificate 3205 received by
BDE, LLC as a result of the June 10, 2005 merger of Move Films, Inc. into the
Company. The common shares of the Company were issued to BDE, LLC in exchange
for an equal number of shares of Move Films, Inc. held by it before the merger.
No registration statements was filed with respect to the shares issued in the
Merger, so the certificate issued to BDE, LLC was issued in restricted form.
In addition, the merger agreement provided that the shares issued to BDE, LLC
would be restricted from transfer for a period of one year after the closing
of the merger with Move Films, Inc. on June 10, 2005.
Subsequent to the closing of the merger transaction and the issuance of common
share certificate number 3205 to BDE, LLC in the amount of 1,187,500 shares,
the Company completed a one for six reverse split of its common shares, as a
result of which the common shares represented by certificate 3205 are now
equal to 197,917 common shares. Consequently, our transfer agent rejected the
request of BDE, LLC to clear 1,187,500 common shares for trading. We have now
been advised by our transfer agent that BDE, LLC has filed a new Form 144 and
has requested that 100,000 of the 197,917 common shares held by BDE, LLC be
freed for trading. That request is now pending.
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 2, 2006
NEPTUNE INDUSTRIES, INC.
By /s/ Ernest Papadoyianis
--------------------------------
Ernest Papadoyianis
President