U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2007
Commission File Number: 000-52786
CERTIFIED TECHNOLOGIES CORPORATION
(Exact name of small business issuer as specified in its charter)
Minnesota 41-1484782
- ---------------------------- ---------------------------------
(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5353 Manhattan Circle Suite 101 Boulder, Colorado 80303
-------------------------------------------------------
(Address of principal executive offices including zip code)
(303) 499-6000
--------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No ___
Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act)
Yes X No ___
As of September 30, 2007, the Registrant had 12,035,837 shares of common stock,
no par value per share, outstanding.
Transitional Small Business Disclosure Format (check one): Yes__ No X
INDEX
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Page
Number
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Part I. Financial Information
Item 1. Financial Statements
Balance Sheets as of September 30, 2007
(unaudited) and March 31, 2007 2
Statements of Operations, Three Months
ended September 30, 2007 and 2006 (unaudited) 3
Statements of Operations, Six Months ended
September 30, 2007 and 2006, and the period from
November 8, 2006 (date of commencement of
development stage) through September 30, 2007
(unaudited) 4
Statements of Cash Flows, Six Months ended
September 30, 2007 and 2006, and the period from
November 8, 2006 (date of commencement of
development stage) through September 30, 2007
(unaudited) 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 8
Items 3 and 3A(T) Controls and Procedures. 8
Part II. Other Information 9
CERTIFIED TECHNOLOGIES CORPORATION
(A Development Stage Company)
BALANCE SHEETS
ASSETS
September 30, March 31,
2007 2007
(Unaudited) (See Note 1)
------------- -------------
Current Assets
Cash $ 57 $ --
------------- -------------
Total Current Assets 57 --
------------- -------------
Total Assets $ 57 $ --
============= =============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities
Accounts Payable $ 1,395 $ 760
Advance from Affiliates 8,048 4,722
Judgments Payable 12,600 12,600
------------- -------------
Total Current Liabilities 22,043 18,082
------------- -------------
Total Liabilities 22,043 18,082
------------- -------------
Stockholders' (Deficit):
Common Stock, no par value,
20,000,000 shares authorized;
12,035,837 and 4,935,837
shares issued and outstanding,
respectively 4,498,024 4,474,745
Additional paid-in capital 974,749 974,749
Stock subscriptions receivable (10,000) --
Accumulated (deficit) (5,562,427) (5,562,427)
Accumulated (deficit) during development stage 77,668 94,852
------------- -------------
Total Stockholders'(Deficit) (21,986) (18,082)
------------- -------------
Total Liabilities and Stockholders'(Deficit) $ 57 $ --
============= =============
The accompanying notes are an integral part of the financial statements.
2
CERTIFIED TECHNOLOGIES CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
September 30, September 30,
2007 2006
------------- -------------
Revenues $ -- $ --
------------- -------------
Expenses:
Audit Fees 10,000 --
Attorney Fees 1,320 --
Filing Fees 985 --
Stock Issued for rights to company records 3,279 --
Transfer Agent Fees 260 --
Other 33 --
------------- -------------
15,877 --
------------- -------------
Net (Loss) $ (15,877) $ --
------------- -------------
Per Share $ nil $ nil
============= =============
Weighted Average Number of Shares Outstanding 8,408,663 4,935,837
============= =============
The accompanying notes are an integral part of the financial statements.
3
CERTIFIED TECHNOLOGIES CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Period from
November 08,
2006
(date of
commencement
of development
stage)
Six Months Ended through
September 30, September 30, September 30,
2007 2006 2007
------------- ------------- -------------
Revenues $ -- $ -- $ --
------------- ------------- -------------
Expenses
Audit Fees 10,000 -- 10,000
Attorney Fees 1,320 -- 6,520
Filing Fees 985 -- 985
Stock Issued for rights to
company records 3,279 -- 3,279
Transfer Agent Fees 1,484 -- 1,484
Other 116 -- 397
------------- ------------- -------------
17,184 -- 22,665
------------- ------------- -------------
Net Operating (Loss) (17,184) -- (22,665)
------------- ------------- -------------
Other Income
Debt Settlement Income -- -- 100,333
------------- ------------- -------------
Net Income (Loss) $ (17,184) $ -- $ 77,668
============= ============= =============
Per Share nil nil .01
============= ============= =============
Weighted Average Number of
Shares Outstanding 6,681,739 4,935,837 5,915,898
============= ============= =============
The accompanying notes are an integral part of the financial statements.
4
CERTIFIED TECHNOLOGIES CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Period from
November 08,
2006
(date of
commencement
of development
stage)
Six Months Ended through
September 30, September 30, September 30,
2007 2006 2007
------------- ------------- -------------
Cash Flows from Operating Activities:
Net income (loss) $ (17,184) $ -- $ 77,668
Adjustments to reconcile net loss
To net cash used in operating
activities:
Stock issued for rights to 3,279 -- 3,279
Company records
Settlement of Prior Payable -- -- (100,333)
Increase in Accounts Payable 635 -- 1,395
Increase in Advance from
Affiliates 3,327 -- 8,048
------------- ------------- -------------
Net Cash (Used in) Operating
Activities (9,943) -- (9,943)
------------- ------------- -------------
Cash Flows from Investing
Activities -- -- --
------------- ------------- -------------
Cash Flows from Financing
Activities:
Issuance of Common Stock for cash 10,000 -- 10,000
------------- ------------- -------------
Net Cash Provided by Financing
Activities 10,000 -- 10,000
------------- ------------- -------------
Increase in Cash 57 -- 57
Cash, Beginning of Period -- -- --
------------- ------------- -------------
Cash, End of Period $ 57 $ -- $ 57
============= ============= =============
Interest Paid $ -- $ -- $ --
============= ============= =============
Income Taxes Paid $ -- $ -- $ --
============= ============= =============
The accompanying notes are an integral part of the financial statements.
5
CERTIFIED TECHNOLOGIES CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2007 (Unaudited)
(1) Unaudited Financial Statements
The balance sheet as of September 30, 2007, the statements of operations and the
statements of cash flows for the three month and six month periods ended
September 30, 2007 and 2006, have been prepared by Certified Technologies
Corporation (Company) without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures, normally included in the financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America, have been condensed or omitted as allowed by such rules and
regulations, and the Company believes that the disclosures are adequate to make
the information presented not misleading. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and changes in
financial position at September 30, 2007 and for all periods presented, have
been made.
It is suggested that these statements be read in conjunction with the March 31,
2007 audited financial statements and the accompanying notes included in the
Company's Registration on Form 10SB12G, filed with the Securities and Exchange
Commission.
(2) Basis of Presentation
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of America, which
contemplates continuation of the Company as a going concern. However, the
Company has negative working capital and stockholders' deficits and no active
business operations, which raises substantial doubt about its ability to
continue as a going concern.
In view of these matters, realization of certain of the assets in the
accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
financial requirements, raise additional capital, and the success of its future
operations. However, the Company has sustained losses from operations and has
net capital and working capital deficits, which raises substantial doubt about
its ability to continue as a going concern.
Management has opted to resume the filing of Securities and Exchange Commission
(SEC) reporting documentation and then to seek a business combination.
Management believes that this plan provides an opportunity for the Company to
continue as a going concern.
(3) Development Stage Company
Based upon the Company's business plan, it is a development stage enterprise
since planned principal operations have not yet commenced. Accordingly, the
Company presents its financial statements in conformity with the accounting
principles generally accepted in the United States of America that apply in
establishing operating enterprises. As a development stage enterprise, the
Company discloses the deficit accumulated during the development stage and the
cumulative statements of operations and cash flows from commencement of
development stage to the current balance sheet date. The development stage began
November 8, 2006 when it commenced activities to become a reporting company with
the Securities and Exchange Commission with the intention of becoming a publicly
traded company.
6
CERTIFIED TECHNOLOGIES CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2007 (Unaudited)
(4) Common Stock
Pursuant to the Articles of Incorporation as amended, the Company is authorized
to issue 20,000,000 common shares with no par value. As of September 30, 2007,
there were 12,035,837 shares of common stock issued and outstanding.
On August 16, 2007, the Company issued 6,100,000 shares of its common stock to
two individuals, (Sanford Schwartz and Michael Friess), for $10,000 cash payment
and a $10,000 note payable to the Company. This transaction resulted in a change
in control of the Company. During August 2007, the Company also issued 1,000,000
shares of its common stock to an individual to acquire his interests in certain
assets of the Company. In both transactions the shares were issued without
registration under the Securities Act of 1933 in reliance upon Section 4(2) of
the Act and Regulation D thereunder. No underwriters were involved and no
commissions or other consideration was paid in connection with these
transactions.
7
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Certified Technologies Corporation, the "Company" was incorporated under the
laws of the state of Minnesota in 1984. The Company was formed for the purpose
of marketing a fire retardant chemical formulation to the commercial aviation
and business furniture industries.
The Company generated no revenues during the quarter ended September 30, 2007,
and management does not anticipate any revenues until following the conclusion
of a merger or acquisition, if any, as contemplated by the Company's business
plan.
The Company has limited capital. The Company anticipates operational costs will
be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.
At September 30, 2007, the Company had no material commitments for capital
expenditures.
ITEMS 3 3A(T) CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule 13a-15(e)/15d-15(e)]
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC.
(b) Changes in internal controls.
Our Certifying Officers have indicated that there were no changes in our
internal controls or other factors that could significantly affect such controls
subsequent to the date of his evaluation, and there were no such control actions
with regard to significant deficiencies and material weaknesses.
8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
On August 16, 2007, the Company issued 6,100,000 shares of its common stock to
two individuals, (Sanford Schwartz and Michael Friess), for $10,000 cash payment
and a $10,000 note payable to the Company. This transaction resulted in a change
in control of the Company. During August 2007, the Company also issued 1,000,000
shares of its common stock to an individual to acquire his interests in certain
assets of the Company. During August 2007, the Company also issued 1,000,000
shares of its common stock to an individual to acquire his interests in certain
assets of the Company. In both transactions the shares were issued without
registration under the Securities Act of 1933 in reliance upon Section 4(2) of
the Act and Regulation D thereunder. No underwriters were involved and no
commissions or other consideration was paid in connection with these
transactions.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
The Company plans to hold a shareholder meeting on November 12, 2007 to vote on
a proposal to reincorporate the company in the Sate of Nevada and to amend the
Articles of Incorporation and to increase the authorized common stock of the
Company to eight hundred million (800,000,000) shares, including a class of
preferred shares, and effect a 6-for-1 reverse split of the Company's common
stock.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibit 31 Rule 13a-14(a)/15d-14(a) Certifications
Exhibit 32 Section 1350 Certifications
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this quarterly report to be signed
on its behalf by the undersigned, thereunto duly authorized.
REGISTRANT Certified Technologies Corporation
BY(Signature) /s/ Michael Friess
(Name and Title) Michael Friess, President, Chief
Executive Officer
(Date) November 13, 2007
BY(Signature) /s/ Chloe DiVita
(Name and Title) Chloe DiVita, Treasurer,
Secretary and Chief Financial Officer
(Date) November 13, 2007
10