SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
April 19, 2007
Date of Report (date of earliest event reported)
CET SERVICES, INC.
Exact name of Registrant as Specified in its Charter
California 1-13852 33-0285964
State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
12503 E. Euclid Dr. #30, Centennial, CO 80111
Address of Principal Executive Offices, Including Zip Code
(720) 875-9115
Registrant's Telephone Number, Including Area Code
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING
On April 19, 2007, CET Services, Inc. (the "Company") received a written
notice from the American Stock Exchange (the "AMEX") advising the Company
that the Company that it intends to file a delisting application with the
Securities and Exchange Commission to remove CET's common stock from the
exchange, because the Company is not in compliance with the continued listing
standards outlined in Section 1003(a)(ii) of the AMEX Company Guide in that
the Company had stockholders' equity of less than $4,000,000 and losses from
continuing operations and/or net losses in three out of its four most recent
fiscal years. According to its letter, following a review of the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2006, the AMEX
staff concluded that the Company has not made progress consistent with a plan
of compliance submitted in response to a prior notice from AMEX in October
2005, and therefore has not demonstrated an ability to regain compliance with
Section 1003(a)(ii) by May 1, 2007 as required by the AMEX in connection with
its acceptance of the plan. In addition, the AMEX staff also stated that the
Company has fallen out of compliance with certain additional continued
listing standards. In particular, the AMEX staff stated that the Company is
not in compliance with Section 1003(a)(iii) of the AMEX Company Guide in that
it has shareholders' equity of less than $6 million and losses from
continuing operations and net losses in its five most recent fiscal years.
The AMEX staff also stated that based on its review of the preliminary
proxy statement filed in connection with the proposed merger with Zoi
interactive Technologies, Inc., CET will not satisfy the AMEX initial listing
requirements at the time of closing of the merger and will not be eligible
for continued listing on the AMEX. This determination was based on the
failure to satisfy requirements relating to the minimum market price per
share, minimum market capitalization and minimum assets and revenues.
CET has a limited right to appeal the determination by the AMEX staff.
If CET desires to appeal the determination it is required to submit a request
for a hearing before a Listing Qualifications Panel with the AMEX by April
26, 2007. The Company has not yet decided whether it will appeal the
determination.
The Company issued a press release dated April 20, 2007 concerning the
notification from the AMEX. A copy of the press release is filed herewith as
Exhibit 99.1
CET has filed a preliminary proxy statement in connection with the
merger agreement with Zoi Interactive Technologies, Inc. Investors and
stockholders are urged to read the proxy statement when it becomes available
because it will contain important information about the transaction.
Investors and security holders may obtain free copies of the proxy statement
and other relevant documents (when they become available) and other documents
filed with the Securities and Exchange Commission at the Securities and
Exchange Commission's web site at www.sec.gov.
2
CET and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of CET in
connection with the merger. Information regarding the special interests of
these directors and executive officers in the transaction described herein is
included in the preliminary proxy statement of CET as described above.
Additional information regarding the directors and executive officers of CET
is also included in CET's Annual Report on Form 10-KSB for the year ended
December 31, 2006, filed with the Securities and Exchange Commission on March
9, 2007. This document is available free of charge at the Securities and
Exchange Commission's web site at www.sec.gov and from CET by contacting Dale
Bleck at CET at 720-875-3377 or dbleck@cetenv.com.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99.1 Press Release dated April 20, 2007.
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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.
CET SERVICES, Inc.
(Registrant)
Date: April 20, 2007 By: /s/ Dale W. Bleck
Dale W. Bleck,
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated February 20, 2007.