-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UMedi5zRCoQ3twzY/5E6DpXilXCpqvNjMALF7YGU+fdgWnPrwjTYHi3zFY8GGSND TwxbQ43/cs15Vc3Y14K2+Q== 0001144204-08-002643.txt : 20080116 0001144204-08-002643.hdr.sgml : 20080116 20080116171730 ACCESSION NUMBER: 0001144204-08-002643 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080111 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080116 DATE AS OF CHANGE: 20080116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hybrid Technologies Inc. CENTRAL INDEX KEY: 0001141263 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 880490890 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33391 FILM NUMBER: 08534129 BUSINESS ADDRESS: STREET 1: 5001 E. BONANZA, SUITE 138-145, CITY: LAS VEGAS STATE: NV ZIP: 89110 BUSINESS PHONE: (818) 780-2403 MAIL ADDRESS: STREET 1: 5001 E. BONANZA, SUITE 138-145, CITY: LAS VEGAS STATE: NV ZIP: 89110 FORMER COMPANY: FORMER CONFORMED NAME: WHISTLER INVESTMENTS INC /NV/ DATE OF NAME CHANGE: 20010523 8-K 1 v099938_8k.htm Unassociated Document

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 11, 2008

HYBRID TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)


Nevada
 
000-33391
 
88-0490890
(State or Other Jurisdiction
 
(Commission
 
( I.R.S. Employer
of Incorporation)
 
File Number)
 
Identification No.)
         
         
5841 East Charleston, Suite 230-145, Las Vegas, NV
 
89142
(Address of Principal Executive Offices)
 
(Zip Code)


Registrant's telephone number, including area code: (818) 780-2403
 
 

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 the registrant under any of the following provisions (see General Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
 
 

 

Item 4.01. Changes in Registrant's Certifying Accountants.

On December 31, 2007, the Registrant's Board of Directors approved the appointment on January 11, 2008 of Wiener, Goodman & Company, P.C. (“W&G”) as the Registrant's independent auditors for the fiscal year ending July 31, 2008, and accepted the resignation of Haynie & Company (“Haynie”) (formerly Mason Russell West, LLC.), which had audited the Registrant's financial statements for the fiscal years ended January 31, 2004 and 2005, for the transition period February 1 through July 31, 2005, and the fiscal years ended July 31, 2006 and 2007.

The Registrant's Board of Directors believes that the appointment of W&G to review the Form 10-QSB’s to be filed for the fiscal quarters ending January 31 and April 30, 2008, and to audit the Registrant's consolidated financial statements for the fiscal year ending July 31, 2008 and thereafter, is in the best interests of the Registrant and its shareholders at this point in the development of the Registrant's business.

None of Haynie's reports on the Registrant's financial statements for any of the Registrant's past three fiscal years contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles, except for a modification as to an uncertainty about the Registrant's ability to continue as a going concern. During the Registrant's two most recent fiscal years and any subsequent interim period preceding the resignation of Haynie, there were no disagreements with Haynie on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Haynie, would have caused it to make a reference to the subject matter of the disagreement(s) in connection with its report. There were no "reportable events" (as defined in Item 304(a)(v) of Regulation S-K) that occurred within the Registrant's two most recent fiscal years.


Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 21, 2007, following the annual meeting of stockholders held on that date, the Board of Directors of the Company approved a one-for-seven reverse split (Reverse Split) of the Company’s outstanding common stock with a concurrent seven-fold decrease in the Company’s authorized 250,000,000 shares of common stock, the increase in authorized common stock from 50,000,000 shares to 250,000,000 shares having been approved at that annual meeting.

The Reverse Split will be effective January 17, 2008.


Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits.


 
Exhibit No.
Description


 
3.1d
Certificate of Change, filed effective January 17, 2008.

 
16.1
Letter on change in certifying accountant from Haynie & Company.

 
 

 

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.

 
HYBRID TECHNOLOGIES, INC.
     
Dated: January 16, 2008
By:
/s/ Holly Roseberry
 
Holly Roseberry, Chief Executive Officer

 
 

 
 
EX-3.1D 2 v099938_ex3-1d.htm Unassociated Document

EXHIBIT 3.1d


HYBRID TECHNOLOGIES, INC.

CERTIFICATE OF CHANGE

[Pursuant to NRS 78.209]

Pursuant to Nevada Revised Statutes 78.209 the undersigned HYBRID TECHNOLOGIES, INC., a Nevada corporation (the “Corporation”), hereby sets forth:

1. The number of authorized shares of common stock, par value $0.001 per share, was Two Hundred Fifty Million (250,000,000) before the change authorized by the Corporation’s Board of Directors pursuant to NRS 78.207 decreasing the number of outstanding shares of common stock on a one-for-seven reverse split basis (the “change”). The effective date of the change is January 2, 2007, or such later date as is approved by the National Association of Securities Dealers, Inc. for trading purposes.

2. The number of authorized shares of common stock, par value $0.001 per share, following the change is Thirty-Five Million Seven Hundred Fourteen Thousand Two Hundred Eighty-Five (35,714,285). The number of authorized shares of preferred stock, par value $0.001 per share, following the change is Five Million (5,000,000).

3. No shares of the affected class are to be issued after the change in exchange for issued shares of the same class.

4. There are no provisions for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share.

5. No approval of stockholders was required for the change.

IN WITNESS WHEREOF, the Corporation has executed this Certificate of Change by its duly authorized officer as of the date set forth below.

HYBRID TECHNOLOGIES, INC.
   
     
By: /s/ Holly Roseberry
 
Date: December 24, 2007
Title: President
   

 
 

 
 
EX-16.1 3 v099938_ex16-1.htm Unassociated Document

EXHIBIT 16.1

January 16, 2008


Securities and Exchange Commission
Office of Chief Accountant
Washington, D.C. 20549
 

Gentlemen:

We have read Item 4.01 of the Form 8-K dated January 16, 2008 of Hybrid Technologies, Inc. and are in agreement with the statements contained in the first and third paragraphs therein. We have no basis to agree or disagree with the other statements of the Registrant contained therein.
 

Very truly yours,
 

/s/Haynie & Company
Haynie & Company
Independent Registered Certified Public Accountants

 
 

 
 
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