-----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, KCoK5tPrr9dvgZJqTxZ0MF+/mSo/Qngth4p2ktr8KJLkh8a8yNKpyHO3eWk4xEee PCHXcdpc08lRTmbIXauCfA== 0001116502-05-000686.txt : 20050406 0001116502-05-000686.hdr.sgml : 20050406 20050406165725 ACCESSION NUMBER: 0001116502-05-000686 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050322 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050406 DATE AS OF CHANGE: 20050406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cybrdi, Inc. CENTRAL INDEX KEY: 0000019002 STANDARD INDUSTRIAL CLASSIFICATION: MAGNETIC & OPTICAL RECORDING MEDIA [3695] IRS NUMBER: 952461404 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09081 FILM NUMBER: 05737439 BUSINESS ADDRESS: STREET 1: 401 ROSEMONT AVENUE STREET 2: - CITY: FREDERICK STATE: MD ZIP: 21701 BUSINESS PHONE: 301-644-3901 MAIL ADDRESS: STREET 1: 401 ROSEMONT AVENUE STREET 2: - CITY: FREDERICK STATE: MD ZIP: 21701 FORMER COMPANY: FORMER CONFORMED NAME: CERTRON CORP DATE OF NAME CHANGE: 19920703 8-K 1 cybrdi8k.txt CURRENT REPORT ================================================================================ UNITED STATES 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): April 2, 2005 CYBRDI, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) California ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-9081 95-2461404 -------------------------------- -------------------------------- (Commission File Number) (IRS Employer Identification No.) 401 Rosemont Avenue Frederick, MD 21701 - ---------------------------------------- --------------------------- (Address of Principal Executive Offices) (Zip Code) (301) 644-3901 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Certron Corporation 1545 Sawtelle Blvd. Suite 12 Los Angeles, California 90025 ------------------------------------------------------------- (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): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL EXECUTIVE OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS On March 31, 2005, the Board of Directors appointed Xue Bu as the Company's treasurer. Ms. Bu currently serves as a director of the Company and as its secretary. Xue Bu obtained her B.S. in 1986 from The Fourth Military Medical University and MBA degree from Xi'an Jiaotong University. Ms. Bu was the Vice President of Beijing Chaoying Real Estate Company from 1999 to 2001, successfully selling 500,000-sqm building and was honored Top Ten Building of Beijing in 2000. Since 2001, she was the Deputy General Manager of Chaoyin since its establishment. Ms. Bu is the wife of Mr. Bai Yanbiao, the Company's president. ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS, CHANGE IN FISCAL YEAR. (a) Effective as of April 2, 2005 we filed amendments to our articles of incorporation the purpose of which was to change our name from Certron Corporation to Cybrdi, Inc. The amendment was approved by the required vote of shareholders in accordance with Section 902 and Section 903 of the California Corporations Code. (b) Effective as of March 31, 2004 our Board of Directors change our fiscal year end from October 31 to December 31. Our fiscal year end was changed to correspond with the fiscal year end of our wholly owned subsidiary, Cybrdi, Inc., a Maryland corporation. The Company will file a transitional report on Form 10-Q for the period ended March 31, 2005. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit No. Description of Exhibit - ---------- ----------------------------------------------- 3.1 Amendment to Articles of Incorporation 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. Date: April 6, 2005 CYBRDI, INC. By: /s/Yanbiao Bai -------------------------- Yanbiao Bai President EX-31.1 2 exhibit31.txt AMENDMENT TO ARTICLES OF INCORPORATION OF CERTRON EXHIBIT 3.1 AMENDMENT TO ARTICLES OF INCORPORATION OF CERTRON CORPORATION, AS AMENDED, TO CHANGE THE COMPANY NAME The undersigned certifies that: 1. He is the president and the secretary respectively of Certron Corporation, a California corporation. 2. Article I of the Articles of Incorporation of Certron Corporation, as amended, is hereby amended to read in its entirety as follows: "The name of this corporation is Cybrdi, Inc. 3. The foregoing amendment of the Articles of Incorporation has been duly approved by the Board of Directors. 4. The foregoing amendment of the Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 and Section 903, of the California Corporations Code. The total number of outstanding shares of the Corporation at the time of the approval of the amendment was 3,128,306 shares of common stock, the only class outstanding and the only class entitled to vote with respect to the foregoing amendment. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50% of the outstanding Shares of common stock. I further declare under penalty of perjury under the laws of the state of California that the matters set forth in this certificate are true and correct of my own knowledge. DATE: March 14, 2005 /s/ Yanbiao Bai --------------------------- Yanbiao Bai, president /s/ Xue Bu --------------------------- Xue Bu, Secretary -----END PRIVACY-ENHANCED MESSAGE-----