SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 21, 2008
BioMedical Technology Solutions Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Colorado | 000-52652 | 26-3161860 |
(State or other jurisdiction of incorporation or organization) | (Commission file number) | (IRS Employer Identification No.) |
9800 Mt Pyramid Court # 350
Englewood, CO 80112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 653-0100
_ _CET Services, Inc.
12503 Euclid Dr. #30, Centennial, Colorado 80111
(Former name or former address, if changed since last report)
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___ | Written communications pursuant to Rule 425 under the Securities Act |
___ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
___ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
___ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
On August 21, 2008, CET Services, Inc., a California corporation (“CET”) completed its redomestication as a corporation formed and organized under the laws of the state of Colorado. The redomestication was accomplished by consummating the statutory merger of CET with and into BioMedical Technology Solutions Holdings, Inc., a Colorado corporation formed July 17, 2008 (“BMTS” or the “Company”) with BMTS being the surviving corporation. The redomestication had an effective date of August 25, 2008, the date the Certificate of Merger was filed with the Colorado Secretary of State.
In connection with the transaction, the Company filed with the Secretary of State of the state of Colorado a Statement of Merger (“Statement of Merger”) and the Company filed with the Secretary of State of the state of California a certified copy of the Statement of Merger. The Statement of Merger is attached to this report as an exhibit.
Under the terms of the Agreement and Plan of Merger, automatically on the effective date of the merger, all issued and outstanding securities of CET immediately prior to the effective time, were converted automatically into an equal number of shares of Common Stock of the Company. Further, all outstanding options, warrants and other stock purchase rights of CET were assumed by the Company and became the obligation of the Company without modification or interruption.
By virtue of the operation of Rule 12g-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) all shares of Common Stock of CET issued to the holders of issued and outstanding shares of Common Stock of CET immediately prior to the effective time of the merger are deemed automatically to be registered under Section 12g of the Exchange Act; and BMTS shall continue being subject to the reporting requirements of Section 13 of the Exchange Act in the same manner that CET a had been subject to such reporting requirements immediately prior to the merger.
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ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
99.1 | Statement of Merger as filed with the Colorado Secretary of State |
*99.2 | Statement of Merger as filed with the California Secretary of State |
99.3 | Agreement and Plan of Merger dated May 8, 2008 |
99.4 | Amendment No. 1 to Agreement and Plan of Merger dated May 8, 2008 |
99.5 | Amendment No. 2 to Agreement and Plan of Merger dated May 8, 2008 |
* To be filed by amendment to this Current Report on Form 8-K
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | BIOMEDICAL TECHNOLOGY SOLUTIONS HOLDINGS, INC.
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Date: August 26, 2008 | By: /s/ Donald G. Cox__________________ Donald G. Cox, President |
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