UNITED STATES
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 1934
Date of Report (date of earliest event reported): February 21, 2008
Certified Technologies Corporation
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
000-52786 41-1484782
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(Commission File Number) (IRS Employer Identification No.)
5353 Manhattan Circle
Suite 101
Boulder, CO 80303
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(Address of principal executive offices) (Zip Code)
303-499-6000
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(Issuer's Telephone Number)
Not applicable.
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
(17 CFR 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule l4d-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.l3e-4(c))
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
On February 21, 2008, the reverse split and reincorporation of Certified
Technologies Corporation took effect. As a result of the reverse stock split of
registrant's common stock, registrant's outstanding shares of common stock were
reduced from 12,035,837 shares to approximately 2,005,973 shares.
The Agreement and Plan of Merger set forth the following: 1) a change in
domicile from the State of Minnesota to the State of Nevada; 2) the adoption of
the Articles of Incorporation of Certified Technologies Nevada under the laws of
the state of Nevada (as provided in the Form 8-K dated November 12, 2007 filed
with the Commission); 3) the issued and outstanding shares of common stock of
Certified Technologies Minnesota automatically convert into the right to receive
shares of Certified Technologies Nevada Common Stock at a ratio of six (6)
shares of common stock of Certified Technologies Minnesota for one (1) share of
Certified Technologies Nevada Common Stock; 4) the adoption of the bylaws of
Certified Technologies Nevada under the laws of the state of Nevada (as provided
in the Form 8-K dated November 12, 2007); and 5) the persons presently serving
as executive officers and directors of Certified Technologies Minnesota shall
serve in their same respective positions with Certified Technologies Nevada.
The Nasdaq Stock Market has not granted a new trading symbol for Certified
Technologies Corporation on the Over the Counter Bulletin Board, nor has the
effective date of the reverse stock split for trading purposes been established.
SIGNATURES
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.
CERTIFIED TECHNOLOGIES CORPORATION
By: /s/ Michael Friess
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Name: Michael Friess
Title: Chief Executive Officer and President
Dated: February 27, 2008
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