UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2004

[ ]  TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF 1934

For the transition period from ___________ to -----------  -------------

***AERO MARINE ENGINE, INC.***  (Exact name of small business issuer as specified in its charter)

| NEVADA                   | 000-49698                | 98-0353007                        |
|--------------------------|--------------------------|-----------------------------------|
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |

 

| One World Trade Center, 121 S.W. Salmon Street, Suite 1100, Portland, Oregon | 97204      |
|------------------------------------------------------------------------------|------------|
| (Address of principal executive office)                                      | (Zip Code) |

(503) 471-1348(Registrant’s telephone number, including area code)

199 Trade Zone Drive, Ronkonkoma, New York  11779(Former name, former address and former fiscal year, if changed since last report**)**

With Copy To:Patrick C. Clary, Esq.Patrick C. Clary, Chartered7201 West Lake Mead Boulevard, Suite 503Las Vegas, Nevada 89128(702) 382-0813(Telephone Number, including Area Code, of Agent for Service)

Securities registered under Section 12(b) of the Exchange Act:  NONE

Securities registered under Section 12(g) of the Exchange Act:  COMMON STOCK, NO PAR VALUE

Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act duringthe past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch filing  requirements  for the past 90 days.  Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, andno disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  Yes [X] No [ }.

For the fiscal year ended June 30, 2004, the Registrant's revenues were $0.  As of June 30, 2004, the Registrant had54,134,923 shares of common stock issued and outstanding.

Transitional Small Business Disclosure Format: Yes [ ] No [X]

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**TABLE OF CONTENTS TO ANNUAL REPORTON FORM 10-KSBYEAR ENDED JUNE 30, 2004**

PART I
|         |                                                     | Page Number |
|---------|-----------------------------------------------------|-------------|
| Item 1. | Description of Business                             |             |
| Item 2. | Description of Property                             |             |
| Item 3. | Legal Proceedings                                   |             |
| Item 4. | Submission of matters to a Vote of Security Holders |             |

PART II
| Item 5. | Market for Registrant's Common Equity & Related Stockholders' Matters                 |  |
|---------|-------------------------------------------------------------------------------------------|--|
| Item 6. | Management's Discussion & Analysis of Financial Condition & Results of Operations |  |
| Item 7. | Financial Statements                                                                      |  |
| Item 8. | Changes in and Disagreements with Accountants on Accounting & Financial Disclosure    |  |

PART III
| Item 9.  | Directors & Executive Officers, Promoters & Control Persons, Compliance with Section 16 (a) of the Exchange Act |        |
|----------|-------------------------------------------------------------------------------------------------------------------------|--------|
| Item 10. | Executive Compensation                                                                                                  |        |
| Item 11. | Security Ownership of Certain Beneficial Owners & Management                                                        |        |
| Item 12. | Certain Relationships & Related Transactions                                                                        |        |
| Item 13. | Exhibits & Reports on Form 8-K                                                                                      |        |
|          |                                                                                                                         |   |

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PART I

ITEM 1.                DESCRIPTION OF BUSINESS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-KSB (this "Form 10 KSB"), including statements under "Item 1. Description ofBusiness," and "Item 6. Management's Discussion and Analysis", constitute "forward looking statements" within the meaning ofSection 27A of the Securities Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (collectively, the"Reform Act"). Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward-lookingterminology such as "believes", "expects", "may", "will", "should", or "anticipates", or the negative thereof or other variationsthereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. Such forward-lookingstatements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance orachievements of Aero Marine Engine, Inc.("Aero Marine", "the Company", "we" or "us") to be materially different from any futureresults, performance or achievements expressed or implied by such forward-looking statements. References in this form 10-KSB,unless another date is stated, are to June 30, 2004.

BUSINESS DEVELOPMENT

Princeton Ventures, Inc. (the "Company") was incorporated in the State of Nevada on May 10, 2001.  The Company had not commenced operations.  On May 30, 2003, the Company exchanged 37,944,922 shares of its common stock for all of the issued and outstanding shares of Aero Marine Engine Corp. ("Aero").  Aero was formed on December 30, 2002.  Aero had no operations and was formed to acquire the assets of Dyna-Cam Engine Corporation.  Thereafter the Company changed its name from Princeton Ventures, Inc. to Aero Marine Engine, Inc.

At the time that the foregoing transaction was agreed to, the Company had 20,337,860 common shares issued and outstanding.  In contemplation of the transaction with Aero, the Company's two primary shareholders cancelled 9,337,860 shares of the Company's common stock held by them, leaving 11,000,000 shares issued and outstanding.  As a result of the acquisition of Aero, there were 48,944,922 common shares outstanding, and the former Aero shareholders held approximately 78% of the Company's voting stock.  For financial accounting purposes, the acquisition was a reverse acquisition of the Company by Aero, under the purchase method of accounting and was treated as a recapitalization with Aero as the acquirer.  Accordingly, the historical financial statements have been restated after giving effect to the May 30, 2003, acquisition of the Company.  The financial statements have been prepared to give retroactive effect to December 30, 2002, the date of inception of Aero, of the reverse acquisition completed on May 30, 2003, and represent the operations of Aero.  Consistent with reverse acquisition accounting: (i) all of Aero's assets, liabilities, and accumulated deficit, are reflected at their combined historical cost (as the accounting acquirer) and (ii) the preexisting outstanding shares of the Company (the accounting acquiree) are reflected at their net asset value as if issued on May 30, 2003.
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Additionally, on June 30, 2003, the Company acquired the operating assets of Dyna-Cam Engine Corp. ("Dyna-Cam").  Dyna-Cam was a development stage enterprise developing a unique axial cam-drive free piston internal combustion engine.  Dyna Cam intended to produce and sell the engine primarily for aircraft and marine applications.  Dyna-Cam had not generated significant revenues at the time of the Company's acquisition.

The accompanying financial statements represent the consolidated financial position and results of operations of the Company and include the accounts and results of operations of the Company and Aero, its wholly owned subsidiary.  The purchase of the operating assets of Dyna-Cam occurred on June 30, 2003, and the effect of that purchase is included in the accompanying balance sheet at June 30, 2004 and 2003. The consolidated entity is considered a development stage enterprise as of June 30, 2004.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company faces many operating and industry challenges.  The Company intends to do business in a highly competitive industry.  Future operating losses for the Company are anticipated, and the proposed plan of operations, even if successful, may not result in cash flow sufficient to finance the initiation and continued expansion of its business.   These factors raise substantial doubt about the Company's ability to continue as a going concern.  Realization of assets is dependent upon continued operations of the Company, which in turn is dependent upon management's plans to meet its financing requirements, as discussed below, and the success of its future operations.  The financial statements do not include any adjustments that might result from this uncertainty.
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The Company, under its new management, has raised over $1,200,000 in cash to effect the acquisition of Dyna-Cam.  Management believes that significant capital is required to adequately develop the Dyna-Cam engine and begin operations.  In the year ended June 30, 2004, shareholders of the Company have advanced $499,776 to assist in funding the operations.
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The Company will require additional capital.  Although the current majority stockholders of the Company, as well as an affiliate, have made verbal commitments, with no guaranties, to continue to fund the development and sales and marketing efforts of the Company, if alternate financing cannot be obtained, there can be no assurance that any new capital would be available to the Company or that adequate funds for the Company's operations, whether from the Company's revenues, financial markets, or other arrangements will be available when needed or on terms satisfactory to the Company. The failure of the Company to obtain adequate additional financing will require the Company to delay, curtail or scale back some or all of its research and development programs, sales, marketing efforts and manufacturing operations.

BUSINESS OF THE ISSUER

The Company's principal product is the Dyna-Cam Engine.  The Dyna-Cam Engine is an internal combustion engine where thepistons drive a cam to generate power to the main shaft. The main shaft is in a parallel direction to the piston movement, withoutconnecting rods or crankshaft. The engine has approximately 40% fewer moving parts than a conventional internal combustion engine,has a greater power to weight ratio, produces high torque at low rpm, operates with less vibration, and is lighter than thecompetition.  The Dyna-Cam Engine can be put to the following uses: marine, automotive, electric generation, light aircraftand the lifting of water.

Aero Marine has one patent relating to the oiling and water cooling system. In addition, Aero Marine has eight patentapplications in process with one relating to cam shaft delivery to valve train.  Aero Marine also has proprietary intellectualproperty and is exploring the climate to protect its technology and anticipates taking additional steps to protect itstechnology.

The Dyna-Cam engine was FAA approved, and it is expected that Aero Marine will receive additional FAA approval for theengine.

COMPETITION

Aero Marine has many competitors, including major automotive, engine, marine, and aircraft manufacturers, but it believes thatit will be competitive in these markets for the reasons mentioned above.

INTELLECTUAL PROPERTY

Aero Marine has one patent relating to the oiling and water cooling system.  In addition, Aero Marine has eight patentapplications in process with one relating to cam shaft delivery to valve train.  Aero Marine also has proprietary intellectualproperty, is exploring the climate to protect its technology and anticipates taking additional steps to protect its technology.

ITEM 2.  DESCRIPTION OF PROPERTY

Aero Marine currently has a month-to-month lease on premises in Portland, Oregon.  Over the next several months, AeroMarine, will be analyzing the market to determine whether to remain in Oregon or relocate to another area that will be close tomarkets and suppliers.

ITEM 3.  LEGAL PROCEEDINGS

The Company is a party to a lawsuit involving a past due claim. This amount has been included in its accounts payable at June 30, 2004, and the Company plans settling the lawsuit by making full payment on the outstanding liability.   There is no other litigation pending or threatened against the Company.

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCK MATTERS

"Bid" and "asked" offers for the common stock are listed on the NASDAQ OTC-Bulletin Board published by the National QuotationBureau, Inc.  The trading symbol for the common stock is ARMR.

The following table sets forth the quarterly high and low bid prices of the common stock for June 30, 2004.  Such pricesrepresent prices between dealers, do not include retail mark-ups, mark-downs or commissions, and may not represent actualtransactions.

Bid Prices

| Quarter Ended | High  | Low   |
|---------------|-------|-------|
| June 30, 2004 | $ .28 | $ .14 |

There were 89 holders of record of the common stock of the Company as of June 30, 2004. The Company has never paid a dividend onits common stock and does not anticipate the payment of dividends in the foreseeable future. The Company's common stock isconsidered a "penny stock" as defined in certain rules (the "Rules") under the Securities Exchange Act of 1934. In general, asecurity which is not quoted on NASDAQ or has a market price of less than $5 per share where the issuer does not have in excess of$2,000,000 in net tangible assets (none of which conditions the Company meets) is considered a penny stock. The Rules regardingpenny stocks impose additional sales practice requirements on broker-dealers who sell such securities to persons other thanestablished customers and accredited investors (generally persons with net worth in excess of $1,000,000 or an annual incomeexceeding $200,000 or $300,000 jointly with their spouse). For transactions covered by the Rules, the broker-dealer must make aspecial suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to thesale. Thus the Rules affect the ability of broker-dealers to sell the Company's shares should they wish to do so because of theadverse effect that the Rules have upon liquidity of penny stocks. Unless the transaction is exempt under the Rules, under theSecurities Enforcement Remedies and Penny Stock Reform Act of 1990, broker-dealers effecting customer transactions in penny stocksare required to provide their customers with (i) a risk disclosure document; (ii) disclosure of current bid and ask quotations ifany; (iii) disclosure of the compensation of the broker-dealer and its sales personnel in the transaction; and (iv) monthly accountstatements showing the market value of each penny stock held in the customer's account. As a result of the Rules the marketliquidity for the Company's securities may be severely adversely affected by limiting the ability of broker-dealers to sell theCompany's securities and the ability of purchasers of the securities to resell them.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This report contains forward looking statements within the meaning of Section 27a of the Securities Act of 1933 and Section 21eof the Securities Exchange Act of 1934. These forward looking statements are subject to certain risks and uncertainties that couldcause actual results to differ materially from historical results or anticipated results, including those set forth under "Factorsthat may affect future results" in this Management's Discussion and Analysis of Financial Condition and Results of Operations" andelsewhere in this report. The following discussion and analysis should be read in conjunction with "Selected Financial Data" andthe Company's financial statements and notes thereto included elsewhere in this report.

OVERVIEW

Aero Marine acquired all of the assets of Dyna-Cam Engine Corporation, manufacturer of the Dyna-Cam(TM) engine. The formerDyna-Cam engine is undergoing a major redesign, adding new features to the already unique engine.  The new product, henceforthreferred to as the Axial Vector Engine (AVE), is a multi-fuel spark assisted internal combustion engine where the pistons drive acam to generate power to the main shaft. The main shaft is in a parallel direction to piston movement, without connecting rods orcrankshaft. The engine has approximately 50% fewer moving parts and less than 50% of the weight of a conventional internalcombustion engine; the Axial Vector Engine (AVE) also has a greater horsepower and torque to weight ratio than any known engine;the AVE can run at RPMs below 100 with high torque and operates with less vibration, and is considerably lighter and smaller thanany know engines produced by the competition.   The unique engine design permits unparalleled fuel economy and very lowlevels of atmospheric pollutants.

MARKETING STRATEGY

The Company believes that the AVE has major potential in the automotive industry; marine applications; and static applicationssuch as generators, pumps, compressors. Due to its the high torque to weight ratio, the Company believes that the AVE also hasapplication in automotive areas, particularly trucking, construction machinery, heavy industry and farm machines includingtractors.

The evaluation results of prototype AVEs presently being built for the US Military by APS will initially play a central acentral role in the Company’s marketing strategy.  The Company’s joint venture partner, Adaptive PropulsionSystems (APS) – a subsidiary of Tactronics – has the exclusive right to manufacture, sell and service all sizes andconfigurations of AVEs to the US Military as well as to all military of all NATO countries. 

The Company will continue to seek out other manufacturing joint ventures or licensing agreements with leading companies invarious key industrial sectors. Prior to the Company's acquisition of the assets of Dyna-Cam, the AVE was certified by the FederalAviation Agency for use in light aircraft and helicopter and was thus promoted mainly as a light aircraft engine.  The companyshall continue that market thrust, however the application of this engine far exceeds light aviation and it is expected AVE willpenetrate all sectors of engine applications.

NEW PRODUCTS

As per the terms of the Joint Venture Agreement with Adaptive Propulsion System (APS), the Company provided a full technologydisclosure and transfer to APS.  APS has since been very active in redesigning many features of the engine for improvedperformance and versatility for special military applications.  All the new designs, technology and IP that emerges from theJoint Venture shall belong to the Company for all applications except military applications by the US and NATO military which hasbeen granted to APS.

MANUFACTURING OVERVIEW

The Company shall decide in the next 3 to 4 months if it will proceed to build a manufacturing line(s) and distribute theproduct.  The alternative is to provide licenses to top flight firms to manufacture, market, distribute and service theengine.  The firms would be selected on their proven capacity in the engine manufacturing capacity and the benefits to AeroMarine.

Regardless if the Company directly or indirectly manufactures the engine, many hundred and probably many thousand AVEs shall bemanufactured and brought to market during the next year.

LIQUIDITY AND CAPITAL RESOURCES

Certain of the Company's shareholders have advanced funds to the Company to cover cash flow deficiencies.  During the yearended June 30, 2004, these shareholders advanced $499,776 to the Company.  The advances have no stated repayment terms. The advances will bear interest at the Federal Reserve prime rate plus 1.25% and interest will be payable annually.  Inaddition, an affiliated entity is providing office space to the Company at no charge, and is providing funds for payroll, movingand other general expenses.  In the year ended June 30, 2004, the Company incurred and accrued $314,339 in liabilities to thisentity.  The advances and funding are based on verbal commitments with no guarantees of future advances or funding.

RISK FACTORS

Dependence upon External Financing. We have raised capital sufficient only to begin a low level of production. It is imperativethat we raise additional capital to expand our operations and achieve a commercial level of production. We estimate at this time,additional financing of $10 million dollars or more to reach a commercial level of production. If we are unable to obtain debtand/or equity financing upon terms that our management deems sufficiently favorable, or at all, it would have a materially adverseimpact upon our ability to pursue our business strategy and expand our current operations.

Our Product is Unproven. Our product has not been utilized for more than two years. Our product is currently in the prototypestage and is not currently being used. Therefore, we provide no assurance that the product will be successful, if, and whencompleted.

Even if Product is Successful, We May Be Unable to Sell Our Product. In the event we are successful in completing our product,there can be no assurance that we will be able to sell our products at all, or enough at prices needed to maintain operations.

Product Liability. In the event our product is completed, we may suffer substantial product liability in the event that ourproduct fails. We do not currently maintain insurance for our product and product liability resulting from the failure of ourproduct would most likely force us to cease operations.

The engines being developed for the military may not be as successful as expected and could be rejected by the military as amajor multi-fuel, high performance engine for their needs.

ITEM 7. FINANCIAL STATEMENTS

Financial Statements

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**AERO MARINE ENGINE, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004 AND 2003**
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**AERO MARINE ENGINE, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004 AND 2003**
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|                                                                                                                                                                                     | **Page(s)** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------|
| Report of Independent Registered Public Accounting Firm                                                                                                                             | 1           |
| Independent Auditors’ Report                                                                                                                                                  | 2           |
| Consolidated Financial Statements:                                                                                                                                                  |             |
| Balance Sheets at June 30, 2004 and 2003                                                                                                                                            | 3           |
| Statements of Operations for the Year Ended June 30, 2004 and     period December 30, 2002   (Inception) through June 30, 2003     with Cumulative Totals Since Inception | br  4       |
| Statements of Changes in Stockholders’ Equity (Deficit)     for the Year Ended June 30, 2004 and Period December 30, 2002     (Inception) through June 30, 2003               | br 5        |
| Statements of Cash Flows for the Year Ended June 30, 2004     and Period December 30, 2002 (Inception) through     June 30, 2003 with Cumulative Totals Since Inception             | br 6        |
| Notes to the Consolidated Financial Statements                                                                                                                                      | 7-14        |
|                                                                                                                                                                                     |             |

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**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
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To the Stockholders
Aero Marine Engine, Inc.
Portland, OR
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We have audited the accompanying consolidated balance sheet of Aero Marine Engine, Inc. as of June 30, 2004 and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended and the period December 30, 2002 (Inception) through June 30, 2004. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
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We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 5 to the consolidated financial statements, the Company has sustained operating losses and capital deficits that raise substantial doubt about its ability to continue as a going concern.  Management’s operating and financing plans in regards to these matters are also discussed in Note 5.  The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Aero Marine Engine, Inc. as of June 30, 2004, and the changes in its operations, changes in stockholders’ equity (deficit) and cash flows for the year and period then ended, in conformity with U.S. generally accepted accounting principles.

**Bagell Josephs & Company, L.L.C.**

Bagell Josephs & Company, L.L.C.Gibbsboro, New Jersey

November 2, 2004

<Page> 1

**INDEPENDENT AUDITORS’ REPORT**

To the Stockholders and Board of DirectorsAero Marine Engine, Inc.

We have audited the accompanying consolidated balance sheet of Aero Marine Engine, Inc. as of June 30, 2003 and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the period December 30, 2002 (Inception) through June 30, 2003. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Aero Marine Engine, Inc. as of June 30, 2003, and the changes in its operations, changes in stockholders’ equity (deficit) and cash flows for the period December 30, 2002 (Inception) through June 30, 2003, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.  The Company has yet to begin revenue generating operations and will require substantial additional capital to implement its plan of operations. Even if additional capital is raised, the Company faces numerous operating challenges. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are discussed in Note 1.  The consolidated financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might result should the Company be unable to continue as a going concern.

/S/ EPSTEIN, WEBER & CONOVER, P.L.C.Scottsdale, AZ
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October 13, 2003
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**AERO MARINE ENGINE, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2004 AND 2003**
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| ASSETS                                                                                                                                       |
|----------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                              | **      2004** | **      2003** |
| Current Assets:                                                                                                                              |  |  |
|   Cash and cash equivalents                                                                                                        | $            - | $     38,909 |
|   Inventory                                                                                                                        | - | 266,589 |
|   Prepaid expenses and other current assets                                                                                        |      22,670 |       38,582 |
|                                                                                                                                              |  |  |
|     Total Current Asset                                                                                                  |      22,670 |     344,080 |
|                                                                                                                                              |  |  |
|   Property and equipment, net of depreciation                                                                                      | - | 100,000 |
|                                                                                                                                              |  |  |
|   Intangible assets, net of impairment and amortization                                                                            | - | 195,000 |
|                                                                                                                                              |  |  |
|   Goodwill, net of impairment                                                                                                      |              - |   526,384 |
|                                                                                                                                              |  |  |
| **TOTAL ASSETS**                                                                                                                             | $    22,670 ======== | $ 1,165,464 ======== |
|                                                                                                                                              |  |    |
| **LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**                                                                                           |
|                                                                                                                                              |  |  |
| **LIABILITIES**                                                                                                                              |  |  |
| Current Liabilities:                                                                                                                         |  |  |
|   Accounts payable and accrued expenses                                                                                            | $    56,960 | $   239,524 |
|   Due to shareholders                                                                                                              | 499,776 | - |
|   Due to related company                                                                                                           |     314,339 |                 - |
|                                                                                                                                              |  |  |
|      Total Current Liabilities                                                                                      |     871,075 |     239,524 |
|                                                                                                                                              |  |  |
| **      Total Liabilities**                                                                                    |     871,075 |     239,524 |
|                                                                                                                                              |  |  |
| **STOCKHOLDERS' EQUITY (DEFICIT)**                                                                                                           |  |  |
|   Preferred stock, $.001 Par Value; 100,000,000 shares authorized no shares   issued and outstanding                     |  |  |
|   Common stock, $.001 Par Value; 100,000,000 shares authorized   54,994,923 and 49,994,923 shares issued and outstanding | 54,995 | 49,995 |
|   Additional paid-in capital                                                                                                       | 4,528,512 | 1,013,227 |
|   Deficit accumulated during the development stage                                                                                 |   (5,431,912) |   (137,282) |
|                                                                                                                                              |  |  |
| **      Total Stockholders' Equity (Deficit)**                                                                      |    (848,405) |    925,940 |
|                                                                                                                                              |  |  |
| **TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**                                                                                     | $     22,670 ======== | $ 1,165,464 ======== |
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The accompanying notes are an integral part of the consolidated financial statements.
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**AERO MARINE ENGINE, INC.(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENTS OF OPERATIONSFOR THE YEAR ENDED JUNE 30, 2004 AND PERIODDECEMBER 30, 2002 (INCEPTION) THROUGH JUNE 30, 2003**

**(WITH CUMULATIVE TOTALS SINCE INCEPTION)**
|                                                                   | **      2003    **                                                | **     2003    **                                          | **Cumulative Totals       ****December 30, 2002 through****           June 30,2004            ** |
|-------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **OPERATING REVENUES**                                            |                                                                                                                     |                                                                                                         |                                                                                                                                                                                                                                                        |
|   Sales                                                      |   $                -                |   $               -          |   $                 -                                                                                                                                             |
|                                                                   |                                                                                                                     |                                                                                                         |                                                                                                                                                                                                                                                        |
| **COST OF SALES**                                                 |                  -   |                -   |                  -                                                                                                                                      |
|                                                                   |                                                                                                                     |                                                                                                         |                                                                                                                                                                                                                                                        |
| **GROSS PROFIT**                                                  |                  -   |                -   |                  -                                                                                                                                      |
| **OPERATING EXPENSES**                                            |                                                                                                                     |                                                                                                         |                                                                                                                                                                                                                                                        |
|    Compensation expense                                 | 432,969                                                                                                             | -                                                                                                       | 432,969                                                                                                                                                                                                                                                |
|    Professional and consulting fees                     | 3,526,744                                                                                                           | 137,282                                                                                                 | 3,664,026                                                                                                                                                                                                                                              |
|    Advertising and promotions                           | 44,891                                                                                                              | -                                                                                                       | 44,891                                                                                                                                                                                                                                                 |
|    Rent                                                 | 42,783                                                                                                              | -                                                                                                       | 42,783                                                                                                                                                                                                                                                 |
|    General and administrative expenses                  | 115,443                                                                                                             | -                                                                                                       | 115,443                                                                                                                                                                                                                                                |
|    Depreciation and amortization                        |        38,840                                                                    |               -                   |         38,840                                                                                                                                                                                                 |
| **       Total Operating Expenses** |   4,201,670                                                                                               |    137,282                                                                                    |    4,338,952                                                                                                                                                                                                                                 |
| **NET LOSS BEFORE OTHER (EXPENSES)**                              |                                                                                                                     |                                                                                                         |                                                                                                                                                                                                                                                        |
| **   AND PROVISION FOR INCOME TAXES**                   | (4,201,670)                                                                                                         | (137,282)                                                                                               | (4,338,952)                                                                                                                                                                                                                                            |
|                                                                   |                                                                                                                     |                                                                                                         |                                                                                                                                                                                                                                                        |
| **OTHER (EXPENSES)**                                              |                                                                                                                     |                                                                                                         |                                                                                                                                                                                                                                                        |
|    Interest expense                                     | (17,130)                                                                                                            | -                                                                                             | (17,130)                                                                                                                                                                                                                                               |
|    Impairment of property and equipment                 | (107,964)                                                                                                           | -                                                                                                       | (107,964)                                                                                                                                                                                                                                              |
|    Impairment of goodwill and intangibles               | (701,347)                                                                                                           | -                                                                                                       | (701,347)                                                                                                                                                                                                                                              |
|    Impairment of inventory                              |      (266,519)                                                                                  |                -        |      (266,519)                                                                                                                                                                                                                     |
|                                                                   |                                                                                                                     |                                                                                                         |                                                                                                                                                                                                                                                        |
| **       Total Other Expenses**     |    (1,092,960)                                                                                            |                -                  |   (1,092,960)                                                                                                                                                                                                                                     |
|                                                                   |                                                                                                                     |                                                                                                         |                                                                                                                                                                                                                                                        |
| **NET LOSS BEFORE PROVISION FOR INCOME TAXES**                    | (5,294,630)                                                                                                         | (137,282)                                                                                               | (5,431,912)                                                                                                                                                                                                                                            |
|                                                                   |                                                                                                                     |                                                                                                         |                                                                                                                                                                                                                                                        |
|   Provision for income taxes                                 |                   -       |                -                  |                   -                                                                                                                                          |
|                                                                   |                                                                                                                     |                                                                                                         |                                                                                                                                                                                                                                                        |
| **NET LOSS**                                                      | $(5,294,630) =========                                                                                              | $  (137,282) =========                                                                             | $  (5,431,912) ==========                                                                                                                                                                                                                         |
| **WEIGHTED AVERAGE COMMON SHARES OUTSTANDING**                    | 5,020,833 =========                                                                                                 | 3,350,000 =========                                                                                     |                                                                                                                                                                                                                                                        |
|                                                                   |                                                                                                                     |                                                                                                         |                                                                                                                                                                                                                                                        |
| **NET LOSS PER COMMON SHARE OUTSTANDING**                         | $    (1.0545) =========                                                                         | $   (0.0410) ========                                                                    |                                                                                                                                                                                                                                                        |
```
The accompanying notes are an integral part of the consolidated financial statements.
```

<Page> 4

**AERO MARINE ENGINE, INC.(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITYFOR THE YEAR ENDED JUNE 30, 2004 AND PERIODDECEMBER 30, 2002 (INCEPTION) THROUGH JUNE 30, 2003**
|                                                                       | ****

**Common Stock**                                                                                  | **Additional**                                                                               | **Deficit Accumulated During the Development**                                                                            |                                                                                                           |
|-----------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------|
| **Description**                                                       |    Shares                                                                 |   Amount                                                                 | **Paid - In Capital**                                                                                                     |        Stage                        |      Total      |
|                                                                       |                                                                                                         |                                                                                              |                                                                                                                           |                                                                                                           |  |
| Balance, December 30, 2002                                       | 37,994,923                                                                                              | $    37,995                                                                   | $   1,046,848                                                                                                   | $                -   | $    1,084,843 |
|                                                                       |                                                                                                         |                                                                                              |                                                                                                                           |                                                                                                           |  |
| Recapitalization for reverse merger                              | 11,000,000                                                                                              | 11,000                                                                                       | (61,184)                                                                                                                  | -                                                                                                         | (50,184) |
|                                                                       |                                                                                                         |                                                                                              |                                                                                                                           |                                                                                                           |  |
| Issuance of shares for services                                  | 1,000,000                                                                                               | 1,000                                                                                        | 27,563                                                                                                                    | -                                                                                               | 28,563 |
|                                                                       |                                                                                                         |                                                                                              |                                                                                                                           |                                                                                                           |  |
| Net loss for the period December 30, 2002 through June 30, 2003  |                -   |               -   |                   -   |    (137,282)                                                                                    |     (137,282) |
|                                                                       |                                                                                                         |                                                                                              |                                                                                                                           |                                                                                                           |  |
| Balance, June 30, 2003                                           | 49,994,923                                                                                              | 49,995                                                                                       | 1,013,227                                                                                                                 |   (137,282)                                                                                          | 925,940 |
|                                                                       |                                                                                                         |                                                                                              |                                                                                                                           |                                                                                                           |  |
| Issuance of shares for services                                  | 5,000,000                                                                                               | 5,000                                                                                        | 3,345,000                                                                                                                 | -                                                                                               | 3,350,000 |
|                                                                       |                                                                                                         |                                                                                              |                                                                                                                           |                                                                                                           |  |
| Conversion of payables to equity                                 | -                                                                                             | -                                                                                  | 170,285                                                                                                                   | -                                                                                               | 170,285 |
|                                                                       |                                                                                                         |                                                                                              |                                                                                                                           |                                                                                                           |  |
| Net loss for the year ended June 30, 2004                        |               -              |               -   |                   -   | (5,294,630)                                                                                               |   (5,294,630) |
|                                                                       |                                                                                                         |                                                                                              |                                                                                                                           |                                                                                                           |  |
| Balance, June 30, 2004                                                | 54,994,923 ========                                                                                     | $   54,995 =======                                                                 | $  4,528,512 =========                                                                                               | $(5,431,912) =========                                                                                    | $  (848,405) ========= |
```
The accompanying notes are an integral part of the consolidated financial statements.
```

<Page> 5

**AERO MARINE ENGINE, INC.(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENT OF CASH FLOWSFOR THE YEAR ENDED JUNE 30, 2004 AND PERIODDECEMBER 30, 2002 (INCEPTION) THROUGH JUNE 30, 2003(WITH CUMULATIVE TOTALS SINCE INCEPTION)**

|                                                                                                           |                                                                                                                                             | **2004**                                                                                                                   | **2003**                                                                                                                   | **Cumulative Totals        December 30, 2002 through             June 30,2004          ** |
|-----------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **CASH FLOWS FROM OPERATING ACTIVITIES**                                                                  |                                                                                                                                             |                                                                                                                            |
|   Net loss                                                                                           |                                                                                                                                             |   $  (5,294,630)                                                                                                 |   $     (137,282)                                                                                 | $          (5,431,912)                                                                                                                                                                        |
|   Adjustments to reconcile net loss to net cash     used in operating activities |                                                                                                                                             |                                                                                                                            |                                                                                                                            |                                                                                                                                                                                                                                            |
|      Common stock issued for services                                                 |                                                                                                                                             |        3,350,000                                                                             |                      - | 3,350,000                                                                                                                                                                                                                                  |
|      Depreciation and amortization                                                    |                                                                                                                                             |             38,840                                                  |                      - | 38,840                                                                                                                                                                                                                                     |
|      Impairment of property and equipment                                             |           107,964                                                                              |                      - |   107,964                                                                                                             |
|       Impairment of goodwill and intangibles                                          |           701,347                                                                              |                      - | 701,347                                                                                                                    |
|      Impairment of inventory                                                          |                                                                                                                                             |           266,519                                                             |                      - | 266,519                                                                                                                                                                                                                                    |
| **  Changes in assets and liabilities**                                                              |                                                                                                                                             |                                                                                                                            |                                                                                                                            |                                                                                                                                                                                                                                            |
|      Decrease in prepaid expenses and other current assets                            |             15,982                                                                   |           (15,383)                                                            |   599                                                                                                                 |
|      Increase in accounts payable and accrued expenses                                |           (12,279)                                                                             |          125,545                                                                   |              113,266                                           |
|      Total adjustments                                                                |                                                                                                                                             |        4,468,373                                                                             |          110,162                                                                   |   4,578,535                                                                                                                                                                                                                           |
| **      Net cash (used in) operating activities**                                     |         (826,257)                                                                                        |           (27,120)                                                            |   (853,377)                                                                                                           |
| **CASH FLOWS FROM INVESTING ACTIVITIES**                                                                  |                                                                                                                                             |                                                                                                                            |
|    Acquisition of business                                                                      |                                                                                                                                             |                      - |      (1,018,814)                                                                                       |   (1,018,814)                                                                                                                                                                                                                         |
|    Acquisitions of fixed assets                                                                 |                                                                                                                                             |            (26,767)                                                           |                     -  |      (26,767)                                                                                                                                                                                                          |
| **      Net cash (used in) investing activities**                                |           (26,767)                                                                             |      (1,018,814)                                                                                       | (1,045,581)                                                                                                                |
| **CASH FLOWS FROM FINANCING ACTIVITES**                                                                   |                                                                                                                                             |                                                                                                                            |
|    Proceeds from the sale of stock                                                              |                                                                                                                                             |                   -    |       1,084,843                                                                                   | 1,084,843                                                                                                                                                                                                                                  |
|    Advances from shareholders, net                                                              |                                                                                                                                             |           499,776                                                             |                   -    | 499,776                                                                                                                                                                                                                                    |
|    Advances from related company, net                                                           |           314,339                                                                              |                   -    |      314,339                                                                                           |
| **       Net cash provided by financing activities**                        |            814,115                                                                             |       1,084,843                                                                                   | 1,898,958                                                                                                                  |
| NET INCREASE IN CASH AND CASH EQUIVALENTS                                                                 |           (38,909)                                                                             |            38,909                                                        |              -                                                 |
| **CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR**                                                         |             38,909                                                                   |                     -  |                     -       |
| **CASH AND CASH EQUIVALENTS - END OF YEAR**                                                               | $                   -   ========== |   $        38,909 ==========                                                       |   $                - =========             |
| SUPPLEMENTAL CASH FLOW INFORMATION                                                                        |                                                                                                                                             |                                                                                                                            |
|   Cash paid during the year for interst                                                              |                                                                                                                                             |   $              190 ==========                      |   $                -   ========= |   $                190 ===========                                                                                                                         |
|    Common stock issued for services                                                             |                                                                                                                                             |   $    3,350,000 ==========                                                                            |   $               -   =========  |   $      3,350,000 ===========                                                                                                                                                                               |
|      Impairment of property and equipment                                             |   $       107,964 ==========                                                                             |   $                -  =========       |   $         107,964 ===========                                               |
|      Impairment of goodwill and intangibles                                           |   $       701,347 ==========                                                                             |   $                - =========   |   $         701,347 ===========                                               |
|      Impairment of inventory                                                          |                                                                                                                                             |   $       266,519 ==========                                                            |   $                - =========   |   $         266,519 ===========                                                                                                                                                               |
|      Conversion of payables to equity                                                 |                                                                                                                                             |   $       170,285 ==========                                                            |   $                - =========   |   $         170,285 ===========                                                                                                                                                               |

```
The accompanying notes are an integral part of the consolidated financial statements.
```

<Page> 6

```
**AERO MARINE ENGINE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004 AND 2003**
```

```

```

```

```

1.   ORGANIZATION AND BASIS OF PRESENTATION

Princeton Ventures, Inc. (the "Company") was incorporated in the State of Nevada on May 10, 2001.  The Company had not commenced operations.  On May 30, 2003, the Company exchanged 37,944,922 shares of its common stock for all of the issued and outstanding shares of Aero Marine Engine Corp. ("Aero").  Aero was formed on December 30, 2002.  Aero had no operations and was formed to acquire the assets of Dyna-Cam Engine Corporation.  The Company changed its name from Princeton Ventures, Inc. to Aero Marine Engine, Inc.

At the time that the transaction was agreed to, the Company had 20,337,860 common shares issued and outstanding.  In contemplation of the transaction with Aero, the Company's two primary shareholders cancelled 9,337,860 shares of the Company's common stock held by them, leaving 11,000,000 shares issued and outstanding.  As a result of the acquisition of Aero, there were 48,944,922 common shares outstanding, and the former Aero stockholders held approximately 78% of the Company's voting stock.  For financial accounting purposes, the acquisition was a reverse acquisition of the Company by Aero, under the purchase method of accounting, and was treated as a recapitalization with Aero as the acquirer.  Accordingly, the historical financial statements have been restated after giving effect to the May 30, 2003, acquisition of the Company.  The financial statements have been prepared to give retroactive effect to December 30, 2002, the date of inception of Aero, of the reverse acquisition completed on May 30, 2003, and represent the operations of Aero.  Consistent with reverse acquisition accounting: (i) all of Aero's assets, liabilities, and accumulated deficit, are reflected at their combined historical cost (as the accounting acquirer) and (ii) the preexisting outstanding shares of the Company (the accounting acquiree) are reflected at their net asset value as if issued on May 30, 2003.

Additionally, on June 30, 2003, the Company acquired the operating assets of Dyna-Cam Engine Corp. ("Dyna-Cam").  Dyna-Cam was a development stage enterprise developing a unique, axial cam-drive, free piston, internal combustion engine.  Dyna Cam intended to produce and sell the engine primarily for aircraft and marine applications.  Dyna-Cam had not generated significant revenues at the time of the Company's acquisition.

The accompanying financial statements represent the consolidated financial position and results of operations of the Company and include the accounts and results of operations of the Company and Aero, its wholly owned subsidiary.  The purchase of the operating assets of Dyna-Cam occurred on June 30, 2003, and the effect of that purchase is included in the accompanying balance sheet at June 30, 2004 and 2003. The consolidated entity is considered a development stage enterprise as of June 30, 2004.

<Page> 7

**AERO MARINE ENGINE, INC.(A DEVELOPMENT STAGE ENTERPRISE)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2004 AND 2003 (CONTINUED)**

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company faces many operating and industry challenges.  The Company intends to do business in a highly competitive industry.  Future operating losses for the Company are anticipated and the proposed plan of operations, even if successful, may not result in cash flow sufficient to finance the initiation and continued expansion of its business.  These factors raise substantial doubt about the Company's ability to continue as a going concern.  Realization of assets is dependent upon continued operations of the Company, which in turn is dependent upon management's plans to meet its financing requirements, as discussed below, and the success of its future operations.  The financial statements do not include any adjustments that might result from this uncertainty.

The Company, under its new management, has raised over $1,200,000 in cash to effect the acquisition of Dyna-Cam.  Management believes that significant capital is required to adequately develop the Dyna-Cam engine and begin operations.  In the year ended June 30, 2004, shareholders of the Company have advanced $499,776 to assist in funding the operations.

The Company will require additional capital.  Although the current majority stockholders of the Company, as well as an affiliate, have made verbal commitments, with no guarantees, to continue to fund the development and sales and marketing efforts of the Company, if alternate financing cannot be obtained, there can be no assurance that any new capital would be available to the Company or that adequate funds for the Company's operations, whether from the Company's revenues, financial markets, or other arrangements will be available when needed or on terms satisfactory to the Company. The failure of the Company to obtain adequate additional financing will require the Company to delay, curtail or scale back some or all of its research and development programs, sales, marketing efforts and manufacturing operations.

2.                    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash includes all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less.

Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Aero Marine Engine Corp.  All significant intercompany accounts and transactions are eliminated.

Inventories consisted of raw materials and purchased parts used in the manufacturing of engines.  The Company records its inventory at the lower of cost (first-in, first-out) or market. The Company has determined that all inventory as of June 30, 2004 is obsolete and has written off the remaining $266,519.

<Page> 8

**AERO MARINE ENGINE, INC.(A DEVELOPMENT STAGE ENTERPRISE)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2004 AND 2003 (CONTINUED)**

Property and equipment is stated at cost less accumulated depreciation.

Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets ranging from three to seven years.  The depreciation expense was $18,803 and $0 for the years ended June 30, 2004 and 2003. The Company has determined that the remaining $107,964 of net fixed assets has been impaired as of June 30, 2004 and has written down the balance of property and equipment to $0.

Income taxes: The Company provides for income taxes based on the provisions of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, which, among other things, requires that recognition of deferred income taxes be measured by the provisions of enacted tax laws in effect at the date of financial statements.

Financial Instruments: Financial instruments consist primarily of cash and obligations under accounts payable and accrued expenses.  The carrying amounts of cash, accounts payable and accrued expenses approximate fair value because of the short maturity of those instruments. The Company has applied certain assumptions in estimating these fair values. The use of different assumptions or methodologies may have a material effect on the estimates of fair values.

Net loss per share is calculated using the weighted average number of shares of common stock outstanding during the year as prescribed by the provisions of SFAS No. 128 Earnings Per Share.

Use of Estimates:  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Intangible Assets: Intangible assets are comprised of goodwill and certain finite life intangible assets purchased in the acquisition of the Dyna-Cam operating assets.  These assets represent the value of the difference between the purchase price of the acquired business and the fair value of the identifiable tangible net assets.  The Company adopted Statement of Financial Accounting Standard ("SFAS") No. 142, Goodwill and Other Intangible Assets.  The Company does not amortize goodwill but rather annually evaluates the carrying value of goodwill for impairment, in accordance with the provisions of SFAS No. 142.  The finite life of the intangibles will be amortized over 7 to 10 years. The amortization expense was $20,037 and $0 for the years ended June 30, 2004 and 2003.

<Page> 9

**AERO MARINE ENGINE, INC.(A DEVELOPMENT STAGE ENTERPRISE)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2004 AND 2003 (CONTINUED)**

Recently Issued Accounting Pronouncements:

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated With Exit or Disposal Activities".  This Standard requires costs associated with exit or disposal activities to be recognized when they are incurred.  The requirements of SFAS No. 146 apply prospectively after June 30, 2003, and as such, the Company cannot reasonably estimate the impact of adopting these new rules.

In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain Financial Institutions". SFAS No. 147 is effective October 1, 2002. The adoption of SFAS No. 147 did not have a material effect on the Company's financial statements.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities," effective for contracts entered into or modified after June 30, 2003. This amendment clarifies when a contract meets the characteristics of a derivative, clarifies when a derivate contains a financing component and amends certain other existing pronouncements. The Company believes the adoption of SFAS No. 149 will not have a material effect on the Company's financial statements.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. SFAS No. 150 requires the classification as a liability of any financial instruments with a mandatory redemption feature, an obligation to repurchase equity shares, or a conditional obligation based on the issuance of a variable number of its equity shares. The Company does not have any authorized preferred shares or other financial instruments with a mandatory redemption feature. The Company believes the adoption of SFAS No. 150 will not have a material effect on the Company's financial statements.

In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" (FIN 45).  FIN 45 clarifies the requirements for a guarantor's accounting for and disclosure of certain guarantees issued and outstanding. The initial recognition and initial measurement provisions of FIN 45 are applicable to guarantees issued or modified after December 31, 2002.  The disclosure requirements of FIN 45 are effective for financial statements for periods ending after December 15, 2002. The adoption of FIN 45 did not impact the Company's financial statements.

<Page> 10

**AERO MARINE ENGINE, INC.(A DEVELOPMENT STAGE ENTERPRISE)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2004 AND 2003 (CONTINUED)**

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest Entities" (FIN 46). FIN No. 46 states that companies that have exposure to the economic risks and potential rewards from another entity's assets and activities have a controlling financial interest in a variable interest entity and should consolidate the entity, despite the absence of clear control through a voting equity interest. The consolidation requirements apply to all variable interest entities created after January 31, 2003. For variable interest entities that existed prior to February 1, 2003, the consolidation requirements are effective for annual or interim periods beginning after June 15, 2003. Disclosure of significant variable interest entities is required in all financial statements issued after January 31, 2003, regardless of when the variable interest was created. The adoption of FIN No. 46 did not have a material impact on the Company's financial statements.

Impairment of long-lived assets is assessed by the Company for impairment whenever there is an indication that the carrying amount of the asset may not be recoverable.  Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows generated by those assets to the assets' net carrying value.  The amount of impairment loss, if any, is measured as the difference between the net book value of the assets and the estimated fair value of the related assets.  The company re-valued its long term assets in the forth quarter and charged earnings $701,347.

3.                    STOCKHOLDERS' EQUITY (DEFICIT)

The Company has 100,000,000 shares of common stock authorized, par value $.001. As of June 30, 2004 and 2003, the Company has 54,134,923 and 49,994,923 (post-split) shares of common stock issued and outstanding.

The Company declared a 3.1126202 for 1 stock split effective June 30, 2003.  The number of shares presented in these financial statements has been retroactively restated for all periods to reflect this stock split.

The Company issued 37,944,922 shares of its common stock in connection with the acquisition of Aero Marine Engine Corp.  Under reverse acquisition accounting, these shares are reflected as issued on the date of inception and valued at the book value of the net assets of as of the date of the transaction.

Aero was incorporated in contemplation of the reverse acquisition of the Company as well as the Dyna-Cam acquisition.  A total of 38,944,922 common shares were issued in the reverse merger transaction.  However, 1,000,000 of those shares were designated for the Dyna-Cam acquisition.  (See Subsequent Event Footnote.) The Company raised $1,218,598 as part of its initial capitalization.  This capital was raised among four individuals in contemplation of their receiving the 37,944,922 shares of the Company's common stock in connection with the acquisition of Aero Marine Engine Corp.  The value of the 1,000,000 shares issued in connection with the Dyna-Cam purchase was determined to be $0.032 per share, which is the price per share paid by the investors that acquired the 37,944,922 shares for cash.

<Page> 11

**AERO MARINE ENGINE, INC.(A DEVELOPMENT STAGE ENTERPRISE)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2004 AND 2003 (CONTINUED)**

In connection with the reverse acquisition transaction with Aero, the Company's two controlling shareholders at that time cancelled 9,337,860 shares of common stock held by them.  Upon completion of this cancellation, the Company had 11,000,000 shares of common stock remaining outstanding prior to the reverse acquisition transaction.

On January 22, 2004, the Company issued 5,000,000 shares of its common stock in exchange for consulting services rendered to the company pursuant to an S-8 registration statement. These shares were valued at $3,350,000 ($.67 per share), the fair value of the stock at the date of issuance.

The Company at June 30, 2004 and 2003 has 100,000,000 shares of preferred stock authorized and no shares issued and outstanding.

4.                    RELATED PARTY TRANSACTIONS

Certain of the Company's shareholders have advanced funds to the Company to cover cash flow deficiencies.  During the year ended June 30, 2004, these shareholders advanced $499,776 to the Company.  The advances have no stated repayment terms.  The advances will bear interest at the Federal Reserve prime rate plus 1.25% and interest will be payable annually.  In addition, an affiliated entity is providing office space to the Company at no charge, and is providing funds for payroll, moving and other general expenses.  In the year ended June 30, 2004, the Company incurred and accrued $314,339 in liabilities to this entity.  The advances and funding are based on verbal commitments with no guarantees of future advances or funding.

5.                    GOING CONCERN UNCERTAINTY

As shown in the accompanying financial statements, as is typical of companies going through the development stage, the Company incurred a net loss for the years ended June 30, 2004 and 2003, and since inception. The Company is currently in the development stage, and there is no guarantee whether the Company will be able to generate enough revenue and/or raise capital to support current operations and generate anticipated sales.  This raises substantial doubt about the Company’s ability to continue as a going concern.    

Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s product development efforts.

The financial statements do not include any adjustments that might result.

6.                    COMMITMENT

The Company is a party to a lawsuit involving a past due claim. This amount has been included in its accounts payable at June 30, 2004, and the Company plans on making full payment on the outstanding liability.

<Page> 12

**AERO MARINE ENGINE, INC.(A DEVELOPMENT STAGE ENTERPRISE)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2004 AND 2003 (CONTINUED)**

7.                    SUBSEQUENT EVENTS

On July 1, 2004 Financial Investors, Inc. and Eastern Business Associates, Inc. each acquired 6,333,784 shares of the Company’s stock or 11.7% of the outstanding shares and Balboa Group, Inc. acquired 19,001,352 shares of the Company’s stock or 35.1% of the outstanding shares resulting in a change in control of the Company.  All three companies have the same Managing Director.

On July 7, 2004 the Company changed transfer agents from Manhattan Transfer Register Company to Intercontinental Registrar & Transfer Agency, Inc.

On July 30, 2004 with an effective date of August 9, 2004 the Board of Directors adopted a resolution authorizing and approving a 100 to 1 reverse stock split and the new trading symbol of the company is AOME.

On August 24, 2004 the company purchased Transporter, Inc a company which has developed video conferencing software allowing the creation of virtual private networks that are PC based, have no need to use servers or special equipment, and operate on any broadband connection. The purchase price was $3,000,000, $100,000 of which is payable within 60 days of the date of the Exclusive Purchase Agreement with the balance payable in intervals over 24 months. In addition, the former stockholders of Transporter, Inc. are to be issued 1,000,000 shares of the common stock of the Company. At the end of a two year period the shares are guaranteed to be worth at least $2.00 per share, and, if worth less, additional shares of stock will then be issued to make up the difference.

On August 24, 2004 the Company acquired through an assignment by International Equity Partners, SA all rights, title, and interest in the aforesaid Exclusive Purchase Agreement in exchange for 25,000,000 shares of common stock of the Registrant. All certificates issued will bear the appropriate 2-year restrictive legend. 

This issuance of stock changes the control of the Company to International Equity Partners, SA, a company with the same Managing Director as the three former control companies.

On August 24 2004 the Company entered into a Joint Venture Agreement with Adaptive Propulsion Systems, LLC (“Adaptive”), a wholly owned subsidiary of Tactronics.  Adaptive will provide 100% of the capital and labor to build to military grade engines based on the Registrant’s Dyna Cam engine design.  Adaptive will pay the Company a 20% gross royalty on all orders of the engines sold to the United States Government.  The Company will have the rest of the world military market and all civilian commercial applications, and the Company will pay a five (5%) percent royalty on such orders to Adaptive.

<Page> 13

**AERO MARINE ENGINE, INC.(A DEVELOPMENT STAGE ENTERPRISE)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2004 AND 2003 (CONTINUED)**

7.                    SUBSEQUENT EVENTS (CONTINUED)

On August 25, 2004 the Company entered into a Consulting Fee Agreement with Carlyle Financial Consulting Group, which will continue to provide consulting services for all of the Company’s businesses and will also continue to coordinate prospective acquisitions in European countries and the Arabian Gulf.  The consulting fee is 1,400,000 shares of common stock of the Company, which shares the Company has registered with the Securities and Exchange Commission on the Form S-8 Registration Statement under the Securities Act of 1933.

8.                    PROVISION FOR INCOME TAXES

Deferred income taxes will be determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities.  Deferred income taxes will be measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return.  Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

At June 30, 2004 and 2003, deferred tax assets consist of the following:
|  | 2004
   2003        Net operating loss carryforwards$  1,790,509$  47,261Less:  valuation allowance(1,790,509) (47,261)$             -0-=========$          -0-=======
At June 30, 2004 and 2003, the Company had federal net operating loss carryforwards in the approximate amounts of $5,431,786 and $137,282, respectively available to offset future taxable income through 2021.   The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.

<Page> 14

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND                 FINANCIAL DISCLOSURE

On October 5, 2004 Epstein Weber & Conover, PLC (“EW&C”) was discharges as the independent registered publicaccounting firm for the Company.  Effective upon that date, Bagell, Josephs & Company, LLC was appointed as the newindependent registered public accounting firm for the Company.  The decision to discharge EW&C and to appoint Bagell,Josephs & Company, LLC was approved by the Company’s Board of Directors.

EW&C reports on the Company’s financial statements for the past two fiscal years did not contain an adverse opinion,disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles except as itrelates to the auditors’ issuance of a going concern opinion on the financial statements for the period ended June 30,2003.  EW&C served as the Company’s independent registered public accounting firm for the fiscal period December 30,2002, (date of inception) to June 30, 2003, and interim periods through March 31, 2004.

During the Company’s most recent fiscal year and the period from July 1, 2003 through October 5, 2004, there were nodisagreements with EW&C on any matter of accounting principles or practices, financial statement disclosure, or auditing scopeor procedure, which disagreements, if not resolved to the satisfaction of EW&C, would have caused it to make reference to thesubject matter of the disagreements in connection with its report; and there were no reportable events as defined in Item304(a)(1)(v) of Regulation S-B.

The Company provided EW&C with a copy of this Item and requested that EW&C furnish the Company with a letter addressedto the Commission stating whether it agrees with the statements by the Company in this Item and, if not, stating the respects inwhich it does not agree.  A letter from EW&C to such effect is attached hereto as Exhibit 16.1.

During the period December 30, 2002, (date of inception) through the date of this Form 10KSB, the Company did not consultBagell, Josephs & Company, LLC with respect to the application of accounting principles to a specified transaction, eithercompleted or proposed or the type of audit opinion that might be rendered on the Company’s consolidated financial statements,or any other matters or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-B.

ITEM 8A. CONTROLS AND PROCEDURES

Within 90 days of the filing of this Form 10-KSB, an evaluation of the effectiveness of the Company’s disclosure controlsand procedures was carried out under the supervision and with the participation of Benjamin Langford, President, Chief ExecutiveOfficer and Chief Financial Officer. Disclosure controls and procedures are procedures that are designed with the objective ofensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as thisForm 10-KSB, is recorded, processed, summarized and reported within the time period specified in the Securities and ExchangeCommission's rules and forms. Based on that evaluation, Mr. Langford concluded that the Company’s disclosure controls andprocedures were effective in timely alerting management to material information relating to us required to be included in ourperiodic SEC filings and satisfying the objectives for which they are intended.

There were no changes in our internal control over financial reporting identified in connection with the evaluation performedthat occurred during the fiscal year covered by this report that has materially affected or is reasonably likely to materiallyaffect, the Company’s internal control over financial reporting.

PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS COMPLIANCE                 WITH SECTION 16(A) OF THEEXCHANGE ACT.

DIRECTORS AND OFFICERS

The Directors and Officers of the Company are as follows:

**Name**

**Age**

**Position**

**Director Since**

Benjamin Langford

55

President and Director

June 8, 2004

Donald Whitehead

68

Secretary and Director

June 9, 2004

Jeffrey Floyd

57

Treasurer and Director

June 9, 2004

Benjamin Langford, President and Director.  Mr. Langford was employed from 1999 to 2000 at Jefferson Smurfit Corporation intheir Oregon City Division in the Production Department.  In 2000 until present, Mr. Langford has been President and soleowner of Langford Unlimited, as a business consultant.

Donald Whitehead, Secretary and Director.  Since 1999 to present, Mr. Whitehead has been the President and owner of WitnessEnterprise & Consulting International, LTD., as a business consultant.

Jeffrey Floyd, Treasure and Director.  Since 1999 to present, Mr. Floyd has been the President and owner of Floyd &Associates, as a business consultant.

All Directors of the Company will hold office until the next annual meeting of the shareholders and until their successors havebeen elected and qualified.  Officers of the Company are elected by the Board of Directors and hold office at the pleasure ofthe Board.

SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the securities Exchange Act of 1934, as amended, requires the Company's directors, executive officers andpersons who own more than 10% of a class of the Company's equity securities which are registered under the Exchange Act to filewith the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of such registeredsecurities.  Such executive officers, directors and greater than 10% beneficial owners are required by Commission regulationto furnish the Company with copies of all Section 16(a) forms filed by such reporting persons.

ITEM 10. EXECUTIVE COMPENSATION

Compensation paid to Officers and Directors is set forth in the Summary Compensation Table below. The Company may reimburse itsOfficers and Directors for any and all out-of-pocket expenses incurred relating to the business of the

Company.

SUMMARY COMPENSATION TABLE

**Name**

**Fiscal Year**

**Position**

**Salary**

Benjamin Langford

2004

President and Director

2,000.00

Donald Whitehead

2004

Secretary and Director

  500.00

Jeffrey Floyd

2004

Treasurer and Director

  500.00

ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The following table sets forth information as of June 30, 2004, with respect to the beneficial ownership of the common stock by(i) each director and officer of the Company, (ii) all directors and officers as a group and (iii) each person known by the Companyto own beneficially 5% or more of the common stock:

No officer or director owns 5% or more of the common stock of the Company.

CHANGES IN CONTROL

On June 9, 2004, a special meeting of the Board of Directors of the corporation was held and Donald Whitehead and Jeffrey Floydwere elected as directors of the Company this corporation to serve as such directors until their successors are elected and shallqualify; and that Benjamin Langford, Donald Whitehead and Jeffrey Floyd were elected President, Secretary and Treasurer,respectively, of the Company.  Benjamin Langford, the President and authorized representative of the corporation, wasexpressly authorized and directed to assume control of the corporation including but not limited to taking control of thecorporation’s offices in the building located on Trade Zone Drive, Ronkonkoma, New York. 

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On July 1, 2004 Financial Investors, Inc. and Eastern Business Associates, Inc. each acquired 6,333,784 shares of the Company’s stock or 11.7% of the outstanding shares and Balboa Group, Inc. acquired 19,001,352 shares of the Company’s stock or 35.1% of the outstanding shares resulting in a change in control of the Company.  All three companies have the same Managing Director, who is Samuel J. Higgins.

On August 24, 2004 the Company purchased Transporter, Inc., a company which has developed video conferencing software allowing the creation of virtual private networks that are PC based, have no need to use servers or special equipment, and operate on any broadband connection. The purchase price was $3,000,000, $100,000 of which is payable within 60 days of the date of the Acquisition Agreement with the balance payable in intervals over 24 months. In addition, the former shareholders of Transporter, Inc. are to be issued 1,000,000 shares of the common stock of the Company. At the end of a two year period the shares were guaranteed to be worth at least $2.00 per share, and, if worth less, additional shares of stock of the Company would then be issued to make up the difference.

On August 24, 2004 the Company acquired through an assignment by International Equity Partners, SA all rights, title, and interest in the aforesaid Acquisition Agreement in exchange for 25,000,000 shares of common stock of the Company.  All certificates issued will bear the appropriate 2-year restrictive legends.

On August 24 2004 the Company entered into a Joint Venture Agreement with Adaptive Propulsion Systems, LLC (“Adaptive”), a wholly owned subsidiary of Tactronics.  Adaptive will provide 100% of the capital and labor to build to military grade engines based on the Company’s Dyna Cam engine design.  Adaptive will pay the Company a 20% gross royalty on all orders, if any, of the engines sold to the United States Government.  The Company will have the rest of the world military market and all civilian commercial applications, and the Company will pay a five (5%) percent royalty on such orders to Adaptive.

On August 25, 2004 the Company entered into a Consulting Fee Agreement with Carlyle Financial Consulting Group, which will continue to provide consulting services for all of the Company’s businesses and will also continue to coordinate prospective acquisitions in European countries and the Arabian Gulf.  The consulting fee is 1,400,000 shares of common stock of the Company, which shares the Company has registered with the Securities and Exchange Commission on the Form S-8 Registration Statement under the Securities Act of 1933.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) INDEX TO EXHIBITS

**EXHIBIT NUMBER**

**DESCRIPTION**

**LOCATION**

3.1

Articles of Incorporation

Incorporated by reference to 3.1 to the Registrant's Form 10-SB Registration

3.2

Bylaws

Incorporated by reference to 3.2 to the Registrant's Form 10-SB Registration

31

Rule 15d-14(a) Certification

Attached

32

Rule 1350 Certification

Attached

**SIGNATURES**

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed onits behalf by the undersigned, thereunto duly authorized.

AERO MARINE ENGINE, INC.

DATED:  November 10, 2004                          By: /s/Benjamin Langford                                                                                Benjamin Langford, President, ChiefExecutive Officer,                                                                                Chief Financial Officer and Director

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