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)
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Nevada
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000-33391
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88-0490890
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(State
or Other Jurisdiction
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(Commission
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(
I.R.S. Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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5841
East Charleston, Suite 230-145, Las Vegas, NV
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89142
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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.
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Item
9.01.
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Financial
Statements and Exhibits.
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3.1d
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Certificate
of Change, filed effective January 17,
2008.
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16.1
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Letter
on change in certifying accountant from Haynie &
Company.
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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.
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HYBRID
TECHNOLOGIES, INC.
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Dated:
January 16, 2008
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By:
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/s/
Holly Roseberry
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Holly
Roseberry, Chief Executive
Officer
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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.
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HYBRID
TECHNOLOGIES, INC.
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By:
/s/ Holly Roseberry
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Date:
December 24, 2007
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Title:
President
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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