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 December 31, 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 check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.
Large Accelerated Filer _ Accelerated Filer _ Non-Accelerated Filer _
Smaller Reporting Company _
(Do not check if a smaller reporting company.)
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 February 4, 2008, the Registrant had 2,005,973 shares of common stock,
$.001 par value per share, outstanding. (Share number is adjusted to reflect
6-for-1 reverse stock split effective February 21, 2008.)
INDEX
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Page
Number
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Part I. Financial Information
Item 1. Financial Statements
Balance Sheets as of December 31, 2007
(unaudited) and March 31, 2007 2
Statements of Operations, Three Months
ended December 31, 2007 and 2006 (unaudited) 3
Statements of Operations, Nine Months ended
December 31, 2007 and 2006, and the period from
November 8, 2006 (date of commencement of
development stage) through December 31, 2007 (unaudited) 4
Statements of Cash Flows, Nine Months ended
December 31, 2007 and 2006, and the period from
November 8, 2006 (date of commencement of
development stage) through December 31, 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
Item 1. Legal Proceedings 9
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 9
Item 3. Defaults upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits 9
CERTIFIED TECHNOLOGIES CORPORATION
(A Development Stage Company)
BALANCE SHEETS
ASSETS
December 31, March 31,
2007 2007
(Unaudited) (See Note 1)
----------- -----------
Current Assets
Cash $ 1,803 $ --
----------- -----------
Total Current Assets 1,803 --
----------- -----------
Total Assets $ 1,803 $ --
=========== ===========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities
Accounts Payable $ 1,201 $ 760
Advance from Affiliates 10,939 4,722
Judgments Payable 12,600 12,600
----------- -----------
Total Current Liabilities 24,740 18,082
----------- -----------
Total Liabilities 24,740 18,082
----------- -----------
Stockholders' (Deficit):
Preferred Stock, $.001 par value
20,000,000 shares authorized;
No shares issued and Outstanding(Note 3) -- --
Common Stock, $.001 par value,
780,000,000 shares authorized;
2,005,973 and 822,640
shares issued and outstanding,
respectively (Note 3) 2,006 823
Additional paid-in capital 5,470,767 5,448,670
Accumulated (deficit) (5,562,427) (5,562,427)
Accumulated (deficit) during development stage 66,717 94,852
----------- -----------
Total Stockholders'(Deficit) (22,937) (18,082)
----------- -----------
Total Liabilities and Stockholders'(Deficit) $ 1,803 $ --
=========== ===========
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
December 31, December 31,
2007 2006
------------ ------------
Revenues $ -- $ --
------------ ------------
Expenses:
Audit Fees 1,000 --
Attorney Fees 6,338 273
Filing Fees 480 --
Licenses & Fees 225 --
Printing and Mailing Fees 1,493 --
Transfer Agent Fees 1,118 --
Other 297 --
------------ ------------
10,951 273
------------ ------------
Net (Loss) $ (10,951) $ (273)
------------ ------------
Per Share $ (.01) $ nil
============ ============
Weighted Average Number of Shares
Outstanding (Note 3) 2,005,973 822,640
============ ============
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)
Nine Months Ended through
December 31, December 31, December 31,
2007 2006 2007
------------ ------------ ------------
Revenues $ -- $ -- $ --
------------ ------------ ------------
Expenses
Audit Fees 11,000 -- 11,000
Attorney Fees 7,658 273 12,858
Filing Fees 1,465 -- 1,465
Licenses and Fees 265 -- 265
Stock Issued for rights to
company Records 3,279 -- 3,279
Printing and Mailing Fees 1,536 -- 1,536
Transfer Agent Fees 2,602 -- 2,602
Other 330 -- 611
------------ ------------ ------------
28,135 273 33,616
------------ ------------ ------------
Net Operating (Loss) (28,135) (273) (33,616)
------------ ------------ ------------
Other Income
Debt Settlement Income -- -- 100,333
------------ ------------ ------------
Net Income (Loss) $ (28,135) $ (273) $ 66,717
============ ============ ============
Per Share (.02) nil .06
============ ============ ============
Weighted Average Number of Shares
Outstanding (Note 3) 1,412,155 822,640 1,210,478
============ ============ ============
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)
Nine Months Ended through
December 31, December 31, December 31,
2007 2006 2007
------------ ------------ ------------
Cash Flows from Operating Activities:
Net income (loss) $ (28,135) $ (273) $ 66,717
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 441 -- 1,201
Increase in Advance from
Affiliates 6,218 273 10,939
------------ ------------ ------------
Net Cash (Used in) Operating
Activities (18,197) -- (18,197)
------------ ------------ ------------
Cash Flows from Investing
Activities -- -- --
------------ ------------ ------------
Cash Flows from Financing
Activities:
Issuance of Common Stock for cash 20,000 -- 20,000
------------ ------------ ------------
Net Cash Provided by Financing
Activities 20,000 -- 20,000
------------ ------------ ------------
Increase in Cash 1,803 -- 1,803
Cash, Beginning of Period -- -- --
------------ ------------ ------------
Cash, End of Period $ 1,803 $ -- $ 1,803
============ ============ ============
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
December 31, 2007 (Unaudited)
(1) Unaudited Financial Statements
The balance sheet as of December 31, 2007, the statements of operations and the
statements of cash flows for the three month and nine month periods ended
December 31, 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 December 31, 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) Migratory Merger and Common Stock Conversion
On October 15, 2007 the Board of Directors unanimously adopted resolutions
announcing a special meeting of shareholders to consider and act upon a proposed
Agreement and Plan of Merger, to reincorporate Certified Technologies in the
State of Nevada by merger with and into a Nevada corporation with the same name
("Certified Technologies Nevada") which Certified Technologies formed for such
purpose (the "Migratory Merger"). Effective November 12, 2007, shareholders
approved the Agreement and Plan of Merger as described in the definitive proxy
materials filed with the Securities and Exchange Commission.
In accordance with the Agreement and Plan of Merger, effective February 21,
2008, Certified Technologies will adopt the capital structure of Certified
Technologies Nevada, which includes total authorized capital stock of
800,000,000 shares, of which 780,000,000 are common stock, with a par value of
$.001 per share (the "Certified Technologies Nevada Common Stock") and
20,000,000 shares are blank check preferred stock, with a par value of $.001 per
share (the "Preferred Stock"). In addition, on February 21, 2008, the issued and
outstanding shares of our Common Stock automatically will convert into shares of
Certified Technologies Nevada Common Stock at a ratio of six (6) shares of our
currently outstanding Common Stock for one (1) share of Certified Technologies
Nevada Common Stock.
6
CERTIFIED TECHNOLOGIES CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 (Unaudited)
All references in the accompanying financial statements to the number of shares
authorized and outstanding and to the per share amounts have been retroactively
adjusted to reflect the new capital structure and reverse split effective
February 21, 2008.
As a result of the reverse stock split of registrant's common stock,
registrant's outstanding shares of common stock will be reduced from 12,035,837
shares to 2,005,973 shares. The Migratory Merger and reverse split are to be
effective on February 21, 2008, (the "Effective Date"). The trading symbol for
Certified Technologies Corporation on the Over the Counter Bulletin Board is
subject to change on the effective date.
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 December 31, 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 December 31, 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 1A. Risk Factors.
Not Applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
On November 12, 2007, the shareholders of Certified Technologies Corporation, a
Minnesota corporation ("Certified Technologies Minnesota") approved the merger
of Certified Technologies Minnesota into Certified Technologies, a Nevada
corporation ("Certified Technologies Nevada"), by a vote of :6,182,313 shares
for; 500 shares against; and 20,020 shares abstained. The merger, scheduled to
be effective on February 21, 2008, will be as provided in the Agreement and Plan
of Merger included as an exhibit to the Current Report on Form 8-K filed with
the Commission on November 14, 2007. See Note 3 of the Notes to Financial
Statements in Part I-Item 1, Financial Statements.
Item 5. Other Information
As indicated above under Item 4 and in Note 3 to the Notes to Financial
Statements included in Part I-Item 1, Financial Statements, effective February
21, 2008, the Company will be re-incorporated in the State of Nevada, its
authorized capital stock will be increased to 780,000,000 shares of common stock
and 20,000,000 shares of "blank-check" preferred stock and the Company's issued
and outstanding shares of common stock will , due to a 6-for-1 reverse stock
spilt, be reduced to approximately 2,005,973 shares.
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) February 13, 2008
BY(Signature) /s/ Chloe DiVita
(Name and Title) Chloe DiVita, Treasurer,
Secretary and Chief Financial Officer
(Date) February 13, 2008
10