FORM
10-Q
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the
quarterly period ended March 31, 2008
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the
transition period from ________ to ________
Commission
file number 000-52228
Quikbyte
Software, Inc.
(Exact
name of registrant as specified in its charter)
Colorado
|
|
33-0344842
|
(State
or other jurisdiction
|
|
(I.R.S.
Employer Identification Number)
|
of
incorporation or organization)
|
|
|
190
Lakeview Way, Vero Beach, Florida 32963
(Address
of principal executive offices)
(772)
231-7544
(Registrant’s
telephone number, including area code)
No
change
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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
o.
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated file. See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer o
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Smaller
reporting company x.
|
(Do
not check if a smaller reporting company)
|
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x
No
o.
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE
PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
Act
of 1934 subsequent to the distribution of securities under a plan confirmed
by a
court. Yes o
No
o.
APPLICABLE
ONLY TO CORPORATE ISSUERS
State
the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: 79,302,460 shares of common stock, par value
$0.0001 per share, outstanding as of May 14, 2008.
QUIKBYTE
SOFTWARE, INC.
INDEX
|
Page
|
|
|
|
|
|
Item 1.
|
Financial
Statements
|
1
|
|
|
|
|
None.
|
2
|
|
|
|
|
Statements
of Operations for the Three Months Ended March 31, 2008 and 2007
(unaudited), and for the Cumulative Period from January 26, 1989
(Inception) through March 31, 2008 (unaudited)
|
3
|
|
|
|
|
Statement
of Changes in Stockholders’ Equity (Deficit) for the Cumulative Period
from January 26, 1989 (Inception) to March 31, 2008
(unaudited)
|
4
|
|
|
|
|
Statements
of Cash Flows for the Three Months Ended March 31, 2008 and 2007
(unaudited), and for the Cumulative Period from January 26, 1989
(Inception) through March 31, 2008 (unaudited)
|
6
|
|
|
|
|
Notes
to Financial Statements (unaudited)
|
7
|
|
|
|
Item 2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
13
|
|
|
|
Item 3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
17
|
|
|
|
Item 4T.
|
Controls
and Procedures
|
17
|
|
|
|
PART
II – OTHER INFORMATION:
|
|
|
|
|
Item 1.
|
Legal
Proceedings
|
18
|
|
|
|
Item
1A. |
Risk
Factors
|
18
|
|
|
|
Item 2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
18
|
|
|
|
Item 3.
|
Defaults
Upon Senior Securities
|
18
|
|
|
|
Item 4.
|
Submission
of Matters to a Vote of Security Holders
|
18
|
|
|
|
Item 5.
|
Other
Information
|
18
|
|
|
|
Item 6.
|
Exhibits
|
18
|
|
|
|
Signatures |
19
|
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements.
Statements
made in this Form 10-Q (the “Quarterly Report”) that are not historical or
current facts are “forward-looking statements” made pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933, as amended (the “Act”),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). These statements often can be identified by the use of terms
such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate”,
“approximate”, or “continue”, or the negative thereof. QuikByte Software, Inc.
(the “Company”) intends that such forward-looking statements be subject to the
safe harbors for such statements. The Company wishes to caution readers not
to
place undue reliance on any such forward-looking statements, which speak only
as
of the date made. Any forward-looking statements represent management’s best
judgment as to what may occur in the future. However, forward-looking statements
are subject to risks, uncertainties and important factors beyond the control
of
the Company that could cause actual results and events to differ materially
from
historical results of operations and events and those presently anticipated
or
projected. These factors include adverse economic conditions, entry of new
and
stronger competitors, inadequate capital and unexpected costs. The Company
disclaims any obligation subsequently to revise any forward-looking statements
to reflect events or circumstances after the date of such statement or to
reflect the occurrence of anticipated or unanticipated events.
QuikByte
Software, Inc.
(A
Development Stage Company)
Balance
Sheets
|
|
March 31,
|
|
December 31,
|
|
|
|
2008
|
|
2007
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
17,138
|
|
$
|
21,879
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
17,138
|
|
|
21,879
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
17,138
|
|
$
|
21,879
|
|
|
|
|
|
|
|
|
|
Liabilities
and Stockholders' Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$
|
11,704
|
|
$
|
3,285
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
11,704
|
|
|
3,285
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity (Deficit)
|
|
|
|
|
|
|
|
Preferred
stock, $0.0001 par value; 2,000,000 shares authorized; no shares
issued or
outstanding
|
|
|
-
|
|
|
-
|
|
Common
stock, $0.0001 par value; 250,000,000 shares authorized; 79,302,460
shares
issued and outstanding
|
|
|
7,930
|
|
|
7,930
|
|
Additional
paid-in capital
|
|
|
1,484,446
|
|
|
1,484,446
|
|
(Deficit)
accumulated during the development stage
|
|
|
(1,486,942
|
)
|
|
(1,473,782
|
)
|
|
|
|
|
|
|
|
|
Total
stockholders' equity (deficit)
|
|
|
5,434
|
|
|
18,594
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders' equity (deficit)
|
|
$
|
17,138
|
|
$
|
21,879
|
|
The
accompanying notes are an integral part of these financial
statements.
QuikByte
Software, Inc.
(A
Development Stage Company)
Statements
of Operations
|
|
|
|
|
|
Cumulative
|
|
|
|
|
|
|
|
Period From
|
|
|
|
Three Months Ended
|
|
January 26, 1989
|
|
|
|
March 31,
|
|
(Inception) To
|
|
|
|
2008
|
|
2007
|
|
March 31, 2008
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
-
|
|
$
|
-
|
|
$
|
269
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
|
Consulting
and professional fees
|
|
|
13,160
|
|
|
207,475
|
|
|
733,082
|
|
Depreciation
and amortization
|
|
|
-
|
|
|
-
|
|
|
53,516
|
|
Research
and development
|
|
|
-
|
|
|
-
|
|
|
470,932
|
|
General
and administrative
|
|
|
-
|
|
|
2,472
|
|
|
505,827
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
operating expenses
|
|
|
13,160
|
|
|
209,947
|
|
|
1,763,357
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from operations
|
|
|
(13,160
|
)
|
|
(209,947
|
)
|
|
(1,763,088
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (expense)
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
-
|
|
|
4
|
|
|
8,033
|
|
Interest
(expense)
|
|
|
-
|
|
|
-
|
|
|
(9,918
|
)
|
Other
income
|
|
|
-
|
|
|
-
|
|
|
308,031
|
|
Other
(expense) (Note 3)
|
|
|
-
|
|
|
(30,000
|
)
|
|
(30,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
$
|
(13,160
|
)
|
$
|
(239,943
|
)
|
$
|
(1,486,942
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) per share - basic and diluted
|
|
|
NIL
|
|
$
|
(.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of shares of outstanding - basic and
diluted
|
|
|
79,302,460
|
|
|
19,199,127
|
|
|
|
|
The
accompanying notes are an integral part of these financial
statements.
QuikByte
Software, Inc.
(A
Development Stage Company)
Statements
of Changes in Stockholders’ Equity (Deficit)
For
the Cumulative Period From January 26, 1989 (Inception) to March 31,
2008
(Unaudited)
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
Additional
|
|
during
the
|
|
Total
|
|
|
|
Common
Stock
|
|
Paid-In
|
|
Development
|
|
Stockholders'
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stage
|
|
Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances
at January 26, 1989
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock to founders
|
|
|
2,775,000
|
|
|
278
|
|
|
(278
|
)
|
|
-
|
|
|
-
|
|
Issuance
of common stock for cash
|
|
|
3,275,000
|
|
|
328
|
|
|
255,693
|
|
|
-
|
|
|
256,020
|
|
Issuance
of common stock for services
|
|
|
150,000
|
|
|
15
|
|
|
14,985
|
|
|
|
|
|
15,000
|
|
Issuance
of common stock for warrants
|
|
|
-
|
|
|
-
|
|
|
100
|
|
|
-
|
|
|
100
|
|
Net
(loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(74,393
|
)
|
|
(74,393
|
)
|
Balances
at December 31, 1989
|
|
|
6,200,000
|
|
$
|
620
|
|
$
|
270,500
|
|
$
|
(74,393
|
)
|
$
|
196,727
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock for employment
|
|
|
220,000
|
|
|
22
|
|
|
98,978
|
|
|
-
|
|
|
99,000
|
|
Warrants
exercised
|
|
|
177,500
|
|
|
18
|
|
|
70,188
|
|
|
-
|
|
|
70,206
|
|
Net
(loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(424,063
|
)
|
|
(424,063
|
)
|
Balances
at December 31, 1990
|
|
|
6,597,500
|
|
$
|
660
|
|
$
|
439,666
|
|
$
|
(498,456
|
)
|
$
|
(58,130
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants
exercised
|
|
|
307,500
|
|
|
31
|
|
|
122,969
|
|
|
-
|
|
|
123,000
|
|
Issuance
of common stock for employment
|
|
|
90,000
|
|
|
9
|
|
|
45,991
|
|
|
-
|
|
|
46,000
|
|
Issuance
of common stock for cash
|
|
|
107,460
|
|
|
11
|
|
|
122,039
|
|
|
-
|
|
|
122,050
|
|
Net
(loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(531,532
|
)
|
|
(531,532
|
)
|
Balances
at December 31, 1991
|
|
|
7,102,460
|
|
$
|
710
|
|
$
|
730,666
|
|
$
|
(1,029,988
|
)
|
$
|
(298,612
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(763
|
)
|
|
(763
|
)
|
Balances
at December 31, 1992
|
|
|
7,102,460
|
|
$
|
710
|
|
$
|
730,666
|
|
$
|
(1,030,751
|
)
|
$
|
(299,375
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(763
|
)
|
|
(763
|
)
|
Balances
at December 31, 1993
|
|
|
7,102,460
|
|
$
|
710
|
|
$
|
730,666
|
|
$
|
(1,031,514
|
)
|
$
|
(300,138
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(763
|
)
|
|
(763
|
)
|
Balances
at December 31, 1994
|
|
|
7,102,460
|
|
$
|
710
|
|
$
|
730,666
|
|
$
|
(1,032,277
|
)
|
$
|
(300,901
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(763
|
)
|
|
(763
|
)
|
Balances
at December 31, 1995
|
|
|
7,102,460
|
|
$
|
710
|
|
$
|
730,666
|
|
$
|
(1,033,040
|
)
|
$
|
(301,664
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(763
|
)
|
|
(763
|
)
|
Balances
at December 31, 1996
|
|
|
7,102,460
|
|
$
|
710
|
|
$
|
730,666
|
|
$
|
(1,033,803
|
)
|
$
|
(302,427
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(763
|
)
|
|
(763
|
)
|
Balances
at December 31, 1997
|
|
|
7,102,460
|
|
$
|
710
|
|
$
|
730,666
|
|
$
|
(1,034,566
|
)
|
$
|
(303,190
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(763
|
)
|
|
(763
|
)
|
Balances
at December 31, 1998
|
|
|
7,102,460
|
|
$
|
710
|
|
$
|
730,666
|
|
$
|
(1,035,329
|
)
|
$
|
(303,953
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(763
|
)
|
|
(763
|
)
|
Balances
at December 31, 1999
|
|
|
7,102,460
|
|
$
|
710
|
|
$
|
730,666
|
|
$
|
(1,036,092
|
)
|
$
|
(304,716
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(763
|
)
|
|
(763
|
)
|
Balances
at December 31, 2000
|
|
|
7,102,460
|
|
$
|
710
|
|
$
|
730,666
|
|
$
|
(1,036,855
|
)
|
$
|
(305,479
|
)
|
The
accompanying notes are an integral part of these financial
statements.
QuikByte
Software, Inc.
(A
Development Stage Company)
Statements
of Changes in Stockholders’ Equity (Deficit)
For
the Cumulative Period From January 26, 1989 (Inception) to March 31,
2008
(Unaudited)
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
Additional
|
|
during the
|
|
Total
|
|
|
|
Common Stock
|
|
Paid-In
|
|
Development
|
|
Stockholders'
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stage
|
|
Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances
at December 31, 2000
|
|
|
7,102,460
|
|
$
|
710
|
|
$
|
730,666
|
|
$
|
(1,036,855
|
)
|
$
|
(305,479
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(20,763
|
)
|
|
(20,763
|
)
|
Balances
at December 31, 2001
|
|
|
7,102,460
|
|
$
|
710
|
|
$
|
730,666
|
|
$
|
(1,057,618
|
)
|
$
|
(326,242
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(12,763
|
)
|
|
(12,763
|
)
|
Balances
at December 31, 2002
|
|
|
7,102,460
|
|
$
|
710
|
|
$
|
730,666
|
|
$
|
(1,070,381
|
)
|
$
|
(339,005
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(763
|
)
|
|
(763
|
)
|
Balances
at December 31, 2003
|
|
|
7,102,460
|
|
$
|
710
|
|
$
|
730,666
|
|
$
|
(1,071,144
|
)
|
$
|
(339,768
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(763
|
)
|
|
(763
|
)
|
Balances
at December 31, 2004
|
|
|
7,102,460
|
|
$
|
710
|
|
$
|
730,666
|
|
$
|
(1,071,907
|
)
|
$
|
(340,531
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
308,031
|
|
|
308,031
|
|
Balances
at December 31, 2005
|
|
|
7,102,460
|
|
$
|
710
|
|
$
|
730,666
|
|
$
|
(763,876
|
)
|
$
|
(32,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(439,285
|
)
|
|
(439,285
|
)
|
Balances
at December 31, 2006
|
|
|
7,102,460
|
|
$
|
710
|
|
$
|
730,666
|
|
$
|
(1,203,161
|
)
|
$
|
(471,785
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock for cash on January 31, 2007
|
|
|
7,500,000
|
|
|
750
|
|
|
14,250
|
|
|
-
|
|
|
15,000
|
|
Return
and cancellation of common stock on March 21, 2007
|
|
|
(9,900,000
|
)
|
|
(990
|
)
|
|
990
|
|
|
|
|
|
-
|
|
Issuance
of common stock for cash on March 21, 2007
|
|
|
60,000,000
|
|
|
6,000
|
|
|
594,000
|
|
|
-
|
|
|
600,000
|
|
Issuance
of common stock for cash on March 26, 2007
|
|
|
7,500,000
|
|
|
750
|
|
|
74,250
|
|
|
-
|
|
|
75,000
|
|
Issuance
of common stock for services on March 26, 2007
|
|
|
7,100,000
|
|
|
710
|
|
|
70,290
|
|
|
-
|
|
|
71,000
|
|
Net
(loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(270,621
|
)
|
|
(270,621
|
)
|
Balances
at December 31, 2007
|
|
|
79,302,460
|
|
$
|
7,930
|
|
$
|
1,484,446
|
|
$
|
(1,473,782
|
)
|
$
|
18,594
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(13,160
|
)
|
|
(13,160
|
)
|
Balances
at March 31, 2008
|
|
|
79,302,460
|
|
$
|
7,930
|
|
$
|
1,484,446
|
|
$
|
(1,486,942
|
)
|
$
|
5,434
|
|
The
accompanying notes are an integral part of these financial
statements.
QuikByte
Software, Inc.
(A
Development Stage Company)
Statements
of Cash Flows
|
|
|
|
|
|
Cumulative
|
|
|
|
|
|
|
|
Period From
|
|
|
|
Three Months Ended
|
|
January 26, 1989
|
|
|
|
March 31,
|
|
(Inception) To
|
|
|
|
2008
|
|
2007
|
|
March 31, 2008
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
Cash
Flows From Operating Activities
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
$
|
(13,160
|
)
|
$
|
(239,943
|
)
|
$
|
(1,486,942
|
)
|
Adjustments
to reconcile net (loss) to net cash (used in) operating
activities:
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for services
|
|
|
-
|
|
|
71,000
|
|
|
231,100
|
|
Depreciation
and amortization
|
|
|
-
|
|
|
-
|
|
|
53,516
|
|
Write
down of computer software
|
|
|
-
|
|
|
-
|
|
|
173,358
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
Restricted
cash
|
|
|
-
|
|
|
(10,398
|
)
|
|
|
|
Accounts
payable and accrued expenses
|
|
|
8,419
|
|
|
(435,201
|
)
|
|
11,704
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in)operating activities
|
|
|
(4,741
|
)
|
|
(614,542
|
)
|
|
(1,017,264
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Investing Activities
|
|
|
|
|
|
|
|
|
|
|
Purchase
of property and equipment
|
|
|
-
|
|
|
-
|
|
|
(52,516
|
)
|
Increase
in computer software
|
|
|
-
|
|
|
-
|
|
|
(173,359
|
)
|
Organizational
costs
|
|
|
-
|
|
|
-
|
|
|
(1,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash (used in) investing activities
|
|
|
-
|
|
|
-
|
|
|
(226,875
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Financing Activities
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from borrowings on notes payable
|
|
|
-
|
|
|
-
|
|
|
9,537
|
|
Write
off of notes payable
|
|
|
-
|
|
|
-
|
|
|
(9,537
|
)
|
Proceeds
from issuance of common stock
|
|
|
-
|
|
|
690,000
|
|
|
1,261,277
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by financing activities
|
|
|
-
|
|
|
690,000
|
|
|
1,261,277
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
|
(4,741
|
)
|
|
75,458
|
|
|
17,138
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, beginning of period
|
|
|
21,879
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, end of period
|
|
$
|
17,138
|
|
$
|
75,458
|
|
$
|
17,138
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for interest
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Cash
paid for income taxes
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Supplemental
Disclosure of Non-Cash Transactions
|
|
|
|
|
|
|
|
|
|
|
Return
and cancellation of common stock
|
|
$
|
-
|
|
$
|
990
|
|
$
|
990
|
|
Forgiveness
of debt
|
|
$
|
-
|
|
$
|
-
|
|
$
|
308,831
|
|
The
accompanying notes are an integral part of these financial
statements.
QuikByte
Software, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
1.
|
Basis
of Presentation and
Organization
|
The
accompanying unaudited financial statements of QuikByte Software, Inc. (the
“Company” or “QuikByte”) are presented in accordance with the requirements for
Form 10-Q and Regulation S-X. Accordingly, they do not include all of the
disclosures required by generally accepted accounting principles. In the opinion
of management, all adjustments (all of which were of a normal recurring nature)
considered necessary to fairly present the financial position, results of
operations, and cash flows of the Company on a consistent basis, have been
made.
These
results have been determined on the basis of generally accepted accounting
principles and practices applied consistently with those used in the preparation
of the Company’s annual financial statements for the year ending December 31,
2007. Operating results for the three months ended March 31, 2008 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2008.
The
Company recommends that the accompanying financial statements for the interim
period be read in conjunction with the financial statements and notes for the
year ending December 31, 2007 included in the Company’s Annual Report on Form
10-KSB as filed on March 31, 2008.
Organization
and Business
QuikByte
Software, Inc. (the Company) was incorporated on January 26, 1989 under the
laws
of the State of Colorado, for the purpose of developing and marketing computer
software. The Company was primarily engaged in developing Internet commerce
solutions and products for businesses and consumers, and raising equity funding.
The Company ceased operations in 1992 and has since remained
inactive.
During
the first quarter of fiscal year 2007, a change in control of the Company
occurred resulting in the resignation of the previously existing officers and
directors of the Company (see Note 3).
Following
the change in control, the Company’s principal business objective for the
remainder of the fiscal year and beyond such time will be to achieve long-term
growth potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict its potential candidate
target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business.
Basis
of Presentation
To
date,
the Company has not earned revenues from its principle operations and as a
result is currently in the development stage as defined by Statement of
Financial Accounting Standards No. 7, Accounting and Reporting by Development
Stage Enterprises (“SFAS No. 7”).
Going
Concern
The
Company currently has no source of operating revenue, and has only limited
working capital with which to pursue its business plan, which contemplates
the
completion of a business combination with an operating company. The amount
of
capital required to sustain operations until the successful completion of a
business combination is subject to future events and uncertainties. It may
be
necessary for the Company to secure additional working capital through loans
or
sales of common stock, and there can be no assurance that such funding will
be
available in the future. These conditions raise substantial doubt about our
ability to continue as a going concern.
QuikByte
Software, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
The
accompanying financial statements have been presented on the basis of the
continuation of the Company as a going concern and do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.
2.
|
Summary
of Significant Accounting
Policies
|
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as well as
the
reported amounts of revenues and expenses. Actual results could differ from
these estimates.
Income
Taxes
The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes (“SFAS No. 109”),
which requires the recognition of deferred tax liabilities and assets at
currently enacted tax rates for the expected future tax consequences of events
that have been included in the financial statements or tax returns. A valuation
allowance is recognized to reduce the net deferred tax asset to an amount that
is more likely than not to be realized. The tax provision shown on the
accompanying statement of operations is zero since the deferred tax asset
generated from net operating losses is offset in its entirety by a valuation
allowance. State minimum taxes are expensed as incurred.
Cash
and Cash Equivalents
Cash
and
cash equivalents, if any, include all highly liquid instruments with an original
maturity of three months or less at the date of purchase.
Fair
Value of Financial Instruments
The
Company's financial instruments include accounts payable and accrued expenses.
The carrying amounts of financial instruments approximate fair value due to
their short maturities.
Net
Loss Per Share
Basic
loss per share (EPS) is calculated by dividing the loss available to common
shareholders by the weighted average number of common shares outstanding for
the
period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock. The Company currently has no dilutive securities and as
such,
basic and diluted loss per share are the same for all periods
presented.
Comprehensive
Loss
Comprehensive
loss is defined as all changes in stockholders’ equity (deficit), exclusive of
transactions with owners, such as capital investments. Comprehensive loss
includes net loss, changes in certain assets and liabilities that are reported
directly in equity such as translation adjustments on investments in foreign
subsidiaries and unrealized gains (losses) on available-for-sale securities.
For
the three months ended March 31, 2008 and For the Cumulative Period From
Inception (January 26, 1989) to March 31, 2008, the Company’s comprehensive loss
was the same as its net loss.
QuikByte
Software, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
Recently
Issued Accounting Pronouncements
In
December 2007, the FASB issued SFAS No. 141 (revised December 2007),
“Business Combinations” (“SFAS 141R”), which replaces FASB Statement
No. 141, “Business Combinations.” This statement requires an acquirer to
recognize identifiable assets acquired, liabilities assumed, and any
non-controlling interest in the acquiree at the acquisition date, measured
at
their full fair values at that date, with limited exceptions. Assets and
liabilities assumed that arise from contractual contingencies as of the
acquisition date must also be measured at their acquisition-date full fair
values. SFAS 141R requires the acquirer to recognize goodwill as of the
acquisition date, and in the case of a bargain purchase business combination,
the acquirer shall recognize a gain. Acquisition-related costs are to be
expensed in the periods in which the costs are incurred and the services are
received. Additional presentation and disclosure requirements have also been
established to enable financial statement users to evaluate and understand
the
nature and financial effects of business combinations. SFAS 141R is to be
applied prospectively for acquisition dates on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008.
In
December 2007, the FASB issued SFAS No. 160, “Non-controlling
Interests in Consolidated Financial Statements” (“SFAS 160”). SFAS 160
requires non-controlling interests to be treated as a separate component of
equity, rather than a liability or other item outside of equity. This statement
also requires the amount of consolidated net income attributable to the parent
and the non-controlling interest to be clearly identified and presented on
the
face of the income statement. Changes in a parent’s ownership interest, as long
as the parent retains a controlling financial interest, must be accounted for
as
equity transactions, and should a parent cease to have a controlling financial
interest, SFAS 160 requires the parent to recognize a gain or loss in net
income. Expanded disclosures in the consolidated financial statements are
required by this statement and must clearly identify and distinguish between
the
interest of the parent’s owners and the interests of the non-controlling owners
of a subsidiary. SFAS 160 is to be applied prospectively for fiscal years
beginning on or after December 15, 2008, with the exception of presentation
and disclosure requirements, which shall be applied retrospectively for all
periods presented.
The
adoption of these new Statements, when effective, is not expected to have a
material effect on the Company’s financial position, results of operations, or
cash flows.
On
March
2, 2007, QuikByte and KI Equity Partners V, LLC, a Delaware limited liability
company (“KI Equity”) entered into a securities purchase agreement (“Purchase
Agreement”) under which QuikByte agreed to sell to KI Equity, and KI Equity
agreed to purchase from QuikByte, 60,000,000 shares of QuikByte’s common stock
(the “Shares”) for a purchase price of $600,000 (“Purchase Price”), or $0.01 per
share. The closing of the transactions under the Purchase Agreement occurred
on
March 23, 2007 (“Closing”).
The
issuance of the Shares is intended to be exempt from registration under the
Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section
4(2) thereof and such other available exemptions. As such, the Shares may not
be
offered or sold in the United States unless they are registered under the
Securities Act, or an exemption from the registration requirements of the
Securities Act is available. No registration statement covering the Shares
has
been or is expected to be filed with the United States Securities and Exchange
Commission (“SEC” or “Commission”) or with any state securities commission in
connection with the issuance of the Shares. However, QuikByte has granted
certain demand and piggyback registration rights to KI Equity with respect
to
the Shares. At the Closing, QuikByte and KI Equity executed a registration
rights agreement (“Registration Rights Agreement”) granting the foregoing
registration rights.
QuikByte
Software, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
Prior
to
the Closing, Bruno Koch, J.B. Heidebrecht and Mark Nixon, each of whom were
former executive officers and directors of QuikByte for all or a portion of
the
period commencing January 26, 1989 and ending on or about December 31, 1991
(collectively, the “Former Principals”) agreed to terminate any and all
agreements and contracts with QuikByte and irrevocably release QuikByte from
any
and all debts, liabilities and obligations, pursuant to the terms and conditions
of a certain settlement agreement (“Settlement Agreement”) executed by the
parties. QuikByte paid the Former Principals, at the Closing, an aggregate
cash
payment of $30,000. The Former Principals also cancelled, and returned to
QuikByte, an aggregate of 2,450,000 shares of common stock.
Following
the execution of the Settlement Agreement, the Company recorded the $30,000
aggregate sum paid to the Former Principles as Other (Expense) in the
accompanying statement of operations.
Prior
to
Closing, Ponce Acquisition, LLC (“Ponce Acquisitions”) also agreed to cancel,
and returned to QuikByte, an aggregate of 7,450,000 shares of common stock.
Michael A. Littman, who is the Company’s legal counsel, is the managing member
of Ponce.
Effective
as of the Closing, in accordance with the terms of the Purchase Agreement,
the
existing officers and directors of QuikByte resigned and Kevin R. Keating was
appointed as a director, Chief Executive Officer, Chief Financial Officer,
President, Secretary and Treasurer of QuikByte.
Effective
as of the Closing, Jeff L. Andrews and Margie L. Blackwell were also appointed
directors. Accordingly, at the Closing, in accordance with the provisions of
the
Purchase Agreement, a change of a majority of QuikByte’s directors occurred.
Kevin
R.
Keating is the father of Timothy J. Keating, the principal member of Keating
Investments, LLC. Keating Investments, LLC is the managing member of KI Equity.
Timothy J. Keating is the manager of KI Equity. Additionally, Jeff L. Andrews
and Margie L. Blackwell are members of Keating Investments, LLC
4.
|
Stockholders’
Equity (Deficit)
|
On
March
2, 2007, the Company amended its Articles of Incorporation to reduce its
authorized capital stock. The amendment reduced the authorized common stock
from
500,000,000 shares, with a par value of $0.0001 per share, to 250,000,000
shares, with a par value of $0.0001 per share. The amendment also reduced the
authorized preferred stock from 100,000,000 shares, with a par value of $0.0001
per share, to 2,000,000 shares, with a par value of $0.0001 per share.
The
amendment also provided for a 1-for-20 reverse stock split (“Reverse Split”) of
the Company’s common stock outstanding on March 16, 2007. No fractional shares
of common stock or scrip certificate were issued to the holders of the shares
of
common stock by reason of the foregoing Reverse Split. Any fractions resulting
from the Reverse Split computation were rounded up to the next whole share,
resulting in the issuance of 9 additional shares of common stock on a post
Reverse Split basis. The total number of shares of common stock that the Company
is authorized to issue remains 250,000,000 shares after the Reverse
Split.
QuikByte
Software, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
As
of
March 31, 2008, there were 79,302,460 shares of common stock issued and
outstanding (on a post-Reverse Split basis) and zero shares of preferred stock
issued and outstanding.
On
January 31, 2007, the Company issued 7,500,000 shares of its common stock (on
a
post-Reverse Split basis) to Ponce Acquisition for aggregate consideration
$15,000, or $0.002 per share. The proceeds from this issuance were used to
pay a
portion of the costs to bring the Company current in its reporting obligations
under the Exchange Act. Michael A. Littman, who was the Company’s legal counsel
prior to the Change of Control Transaction as discussed in Note 3, is the
managing member of Ponce.
On
March
21, 2007, as a condition to the Change of Control Transaction as discussed
in
Note 3, Ponce Acquisitions cancelled and returned to QuikByte an aggregate
of
7,450,000 shares of common stock (on a post-Reverse Split basis). The Company
accounted for the return and cancellation of these shares as a reduction to
common stock at par value, with a corresponding increase to additional paid-in
capital.
On
March
21, 2007, as a condition to the Change of Control Transaction as discussed
in
Note 3, the Former Principals of QuikByte cancelled and returned to QuikByte
an
aggregate of 2,450,000 shares of common stock (on a post-Reverse Split basis).
The Company accounted for the return and cancellation of these shares as a
reduction to common stock at par value, with a corresponding increase to
additional paid-in capital.
On
March
21, 2007, the Company issued 60,000,000 shares of its common stock to KI Equity
for aggregate consideration of $600,000, or $0.01 per share. The proceeds from
this sale were used to settle a variety of pre-existing liabilities of the
Company.
On
March
26, 2007, the Company issued 7,500,000 shares of its common stock to KI Equity
for aggregate consideration of $75,000, or $0.01 per share. The proceeds from
this sale are to be used for working capital to pay expenses to maintain the
reporting status of the Company.
On
March
26, 2007, the Company issued 1,600,000 shares of its common stock to Kevin
R.
Keating, the sole officer and director of the Company, for services rendered
to
the Company valued at $16,000, or $0.01 per share.
On
March
26, 2007, the Company also issued 5,500,000 shares of its Common Stock to
Garisch Financial, Inc. (“GFI”) for consulting services rendered to the Company
valued at $55,000, or $0.01 per share.
The
shares of Common Stock issued to KI Equity, Kevin R. Keating and GFI in March
of
2007 were issued under an exemption from registration under Section 4(2) of
the
Securities Act of 1933, as amended. As such, the shares of Common Stock issued
to KI Equity, Kevin R. Keating and GFI will be restricted shares, and the holder
thereof may not sell, transfer or otherwise dispose of such shares without
registration under the Securities Act or an exemption there from. The Company
has granted demand and piggyback registration rights to KI Equity, Kevin R.
Keating and GFI with respect to the above shares.
QuikByte
Software, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
5. Related
Party Transactions
Effective
March 26, 2007, the Company entered into a management agreement (“Management
Agreement”) with Vero Management, L.L.C., a Delaware limited liability company
(“Vero”) under which Vero has agreed to provide a broad range of managerial and
administrative services to the Company including, but not limited to, assistance
in the preparation and maintenance of the Company’s financial books and records,
the filing of various reports with the appropriate regulatory agencies as are
required by State and Federal rules and regulations, the administration of
matters relating to the Company’s shareholders including responding to various
information requests from shareholders as well as the preparation and
distribution to shareholders of relevant Company materials, and to provide
office space, corporate identity, telephone and fax services, mailing, postage
and courier services for a fixed fee of $2,000 per month, for an initial period
of twelve months. At the end of the initial twelve month term, the agreement
will continue to remain in effect until terminated in writing by either party.
Effective
July 1, 2007, the Management Agreement was amended to reduce the monthly fixed
fee to $1,000 per month.
Kevin
R.
Keating owns and controls Vero and is also an officer and director of the
Company. The terms of Management Agreement were determined based on terms which
the Company believes would be available to it from third parties on an arms’
length basis.
Kevin
R.
Keating is the father of Timothy J. Keating, the principal member of Keating
Investments, LLC. Keating Investments, LLC is the managing member of KI Equity,
the controlling stockholder of the Company. Timothy J. Keating is the manager
of
KI Equity
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
|
The
Company currently acts as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. Our principal business objective for
the
next 12 months and beyond will be to achieve potential long-term growth through
a combination with a business rather than immediate, short-term earnings. The
Company will not restrict our potential candidate target companies to any
specific business, industry or geographical location and, thus, may acquire
any
type of business.
Company Background
Currently,
the Company is a shell company [as defined in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended (“Exchange Act”)]. It plans to seek a target
company with which to merge or to complete a business combination. In any
transaction, the Company will be the surviving entity, and our stockholders
will
retain a percentage ownership interest in the post-transaction company. The
amount of the retained equity ownership of our stockholders will be negotiated
by our management and the target company. The Company currently does not have
any relevant operating business, revenues form operations or
assets.
The
search for a target business will not be restricted to any specific business,
industry or geographic location and we may participate in a business venture
of
virtually any kind or nature. The business plan is intended to be broad so
that
we are not limited in evaluating and pursuing any business objective that would
bring value to our stockholders. We anticipate that we will be able to complete
only one potential business combination because of our nominal assets and
limited financial resources. We also believe that we will require additional
capital from time to time to be able to support our reporting obligations and
maintenance of our corporate status and to fund any business combination
expenses. We currently do not have any identified sources of working capital
funds. There is no assurance that we will be able to find a business opportunity
or that we will be able to complete a business combination.
The
Company was incorporated in the State of Colorado on January 26, 1989. Its
original business purpose was to develop and market computer software. Although
the Company was able to fund operations during the 1989 to 1991 period, its
capital resources were depleted by 1992, and at that time the Company became
dormant.
In
September 2006, the Company filed a Form 8-A12G to register the common stock
under Section 12(g) of the Exchange Act. During 2006, the common stock began
being quoted on the Over-the-Counter Bulletin Board.
On
March
2, 2007, KI Equity Partners V, LLC, a Delaware limited liability company (“KI
Equity”), entered into a securities purchase agreement pursuant to which it
bought 60,000,000 shares of common stock from the Company for a purchase price
of $600,000. The sale of common stock was completed on March 21, 2007. The
issuance of these shares was intended to qualify for an exemption from
registration under the Securities Act of 1933, as amended (“Securities Act”),
pursuant to Section 4(2) thereof and other available exemptions. As a result,
these shares are considered “restricted securities.” There is no registration
statement covering these shares for resale by the holder thereof. The Company,
however, has granted certain demand and piggyback registration rights to KI
Equity with respect to the shares under a registration rights
agreement.
In
connection with the KI Equity securities purchase, Bruno Koch, J.B. Heidbrecht
and Mark Nixon, each of whom were former executive officers and directors of
the
Company for all or a portion of the period commencing January 26, 1989, and
ending on or about December 31, 1991 (collectively “Former Principals”), agreed
to terminate any and all agreements and contracts with the Company and to
release the Company from any and all debts, liabilities and obligations,
pursuant to a settlement agreement (“Settlement Agreement”). The Company paid
the Former Principals an aggregate cash payment of $30,000. The Former
Principals also returned to the Company for cancellation an aggregate of
2,450,000 shares of common stock.
Also
in
connection with the KI Equity securities purchase, Ponce Acquisition, LLC,
a
stockholder of the Company, agreed to return to the Company for cancellation
an
aggregate of 7,450,000 shares of common stock.
On
March
23, 2007, the existing officers of the Company resigned and the existing
directors appointed Kevin R. Keating as the Chief Executive Officer, Chief
Financial Officer, President, Secretary and Treasurer. At the same time, the
existing directors appointed Kevin R. Keating, Jeff L. Andrews and Margie L.
Blackwell as directors and then resigned. The change of control was made in
compliance with the requirements of Section 14(f) of the Exchange
Act.
On
March
26, 2007, the Company issued 7,500,000 shares of common stock to KI Equity
for a
purchase price of $75,000. The proceeds from the purchase price will be used
for
working capital to pay expenses to maintain the reporting status of the Company.
On
March
26, 2007, the Company issued 1,600,000 shares of common stock to Kevin R.
Keating, for services rendered to the Company valued at $16,000.
On
March
26, 2007, the Company issued 5,500,000 shares of common stock to Garisch
Financial, Inc. (“GFI”) for consulting services rendered to the Company valued
at $55,000.
The
issuance of shares to KI Equity, Kevin R. Keating and GFI on March 26, 2007
was
intended to qualify for an exemption from registration under the Securities
Act
of 1933, as amended (“Securities Act”), pursuant to Section 4(2) thereof and
other available exemptions. As a result, these shares are considered “restricted
securities.” There is no registration statement covering these shares for resale
by the holders thereof. The Company, however, has granted certain demand and
piggyback registration rights to KI Equity, Kevin R. Keating and GFI with
respect to the shares under registration rights agreements.
The
Company currently is authorized under its Articles of Incorporation, as amended,
to issue 250,000,000 shares of common stock, $0.0001 par value per share, and
2,000,000 shares of preferred stock, $0.0001 par value per share. There are
no
shares of preferred stock outstanding. Following the issuance of shares of
common stock to KI Equity, Kevin R. Keating and GFI and the share cancellations
by the Former Principals and Ponce Acquisition, LLC, currently there are
79,302,460 shares of common stock outstanding, of which KI Equity owns
67,500,000 shares, or approximately 85.1% of the outstanding common
stock.
Plan
of Operations
The
Company’s Plan of Operations is based on identifying and attracting a suitable
company that has both a business history and operating assets, with which to
effect a business combination. The Company will not restrict its search to
any
specific business, industry, or geographical location, and may participate
in a
business venture of virtually any kind or nature.
The
Company may seek a business combination with entities which have recently
commenced operations, or wish to utilize the public marketplace in order to
raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes. The Company
may acquire assets and establish wholly owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries.
The
Company anticipates that the selection of a business opportunity will be complex
and extremely risky. Company’s management believes that there are many entities
seeking the benefits of merging with or being acquired by an issuer which has
complied with the reporting requirements of the Exchange Act. Such benefits
may
include facilitating or improving the terms on which additional equity financing
may be sought, providing incentive stock options or similar benefits to key
employees, and providing liquidity (subject to restrictions of applicable
statutes and regulations) for stockholders. Potentially, available business
opportunities may occur in many different industries and at various stages
of
development, all of which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult. The Company has,
and will continue to have, limited capital with which to provide the owners
of
business opportunities with any significant cash or other assets upon
consummation of a transaction. However, management believes the Company will
be
able to offer owners of acquisition candidates the opportunity to acquire a
controlling ownership interest in an issuer who has complied with the reporting
requirements of the Exchange Act without incurring the cost and time required
to
conduct an initial public offering.
The
analysis of new business opportunities will be undertaken by, or under the
supervision of, the officers and directors of the Company. Management intends
to
concentrate on preliminarily identifying business opportunities through current
associations of the Company’s officers and directors or by the Company’s
stockholders. The Company may engage financial advisors and investment banking
firms to assist it in identifying and analyzing potential business
opportunities. Due to the limited financial resources of the Company, it is
likely that these advisors and firms will be compensated on a success basis,
in
the form of cash and the Company’s stock. Officers and directors of the Company
expect to interview and/or meet personally with management and key personnel
of
the business opportunity as part of their investigation. To the extent possible,
the Company intends to utilize written reports and personal investigation to
evaluate the above factors, including such reports and investigations prepared
by its financial advisors.
In
analyzing potential business opportunities, the Company’s management will
consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the public
recognition of acceptance of products, services or trades; name identification;
and other relevant factors.
In
implementing a structure for a particular business acquisition, the Company
may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. The Company may
alternatively purchase the capital stock or the operating assets of an existing
business.
During
the next twelve months we anticipate incurring costs related to:
(i) filing
of
Exchange Act reports, and
(ii) costs
relating to consummating an acquisition.
The
Company currently does not engage in any business activities that provide cash
flow. We believe we will be able to meet these costs for at least the next
12
months through use of funds in our treasury, through deferral of fees by certain
service providers and additional amounts, as necessary, to be loaned to or
invested in us by our stockholders, management or other investors.
Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. Alternatively, a target business
may
require substantial capital for the further development of its operations.
In
that event, we will be subject to numerous risks inherent in the business and
operations of financially unstable and early stage or potential emerging growth
companies. In addition, we may effect a business combination with an entity
in
an industry characterized by a high level of risk, and, although our management
will endeavor to evaluate the risks inherent in a particular target business,
there can be no assurance that we will properly ascertain or assess all
significant risks.
Liquidity
and Capital Resources
As
of
March 31, 2008, the Company had assets equal to $17,138, comprised exclusively
of cash and cash equivalents. The Company’s current liabilities as of March 31,
2008 were $11,704, comprised of accounts payable and accrued expenses.
The
following is a summary of the Company’s cash flows provided by (used in)
operating, investing, and financing activities for the three months ended March
31, 2008 and 2007:
|
|
Three
months ended March 31,
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
Operating
activities
|
|
$
|
(4,741
|
)
|
$
|
(614,542
|
)
|
Investing
activities
|
|
|
-
|
|
|
-
|
|
Financing
activities
|
|
|
-
|
|
$
|
690,000
|
|
|
|
|
|
|
|
|
|
Net
effect on cash
|
|
$
|
(4,741
|
)
|
$
|
75,458
|
|
The
Company has nominal assets and has generated minimal revenues since inception.
The Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. In addition, the Company
is dependent upon certain related parties to provide continued funding and
capital resources. If continued funding and capital resources are unavailable
at
reasonable terms, the Company may not be able to implement its plan of
operations. Our financial statements indicate that without additional capital,
there is substantial doubt as to our ability to continue as a going
concern.
Results
of Operations
For
the
three months ended March 31, 2008, the Company had no activities that produced
revenues from operations.
For
the
three months ended March 31, 2008, the Company had a net loss of $(13,160),
as
compared with a net loss of $(239,943) for the corresponding period in 2007.
For
the three months ended March 31, 2008, the Company incurred $(13,160) of
operating expenses, comprised of (a) legal, accounting, audit and other
professional service fees of $(9,305) incurred in relation to the filing of
the
Company’s Annual Report on Form 10-KSB for the period ended December 31, 2007
filed in March of 2008, (b) management fees of $(3,000) incurred in relation
to
a broad range of managerial and administrative services provided by Vero
Management, LLC, and (c) stock transfer agent fees of $(855).
For
the
three months ending March 31, 2007, the Company had a net loss of $(239,943).
During the three months ending March 31, 2007, the Company incurred $209,947
of
operating expenses, primarily comprised of professional fees paid to attorneys,
accountants and other consultants related to the reorganization and change
of
management which took place during the quarter. During the three months ending
March 31, 2007, the Company incurred $30,000 of other non-operating expenses,
comprised of payments made to the Company’s former executive officers and
directors under the terms of a settlement agreement.
Off-Balance
Sheet Arrangements
The
Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company’s financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
Contractual
Obligations
As
a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.
Item
3. Quantitative and Qualitative Disclosures About Market
Risk.
As
a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.
Item
4T. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules, regulations and related forms, and that
such information is accumulated and communicated to our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.
As
of
March 31, 2008, we carried out an evaluation, under the supervision and with
the
participation of our principal executive officer and our principal financial
officer of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our principal executive
officer and our principal financial officer concluded that our disclosure
controls and procedures were effective as of the end of the period covered
by
this report.
Changes
in Internal Controls
There
have been no changes in our internal controls over financial reporting during
the quarter ended March 31, 2008 that have materially affected or are reasonably
likely to materially affect our internal controls.
PART
II — OTHER INFORMATION
Item
1. Legal
Proceedings.
None.
Item
1A. Risk Factors.
As
a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.
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.
None.
Item
5. Other
Information.
None
Item
6. Exhibits.
(a) |
Exhibits
required by Item 601 of Regulation
S-K.
|
Exhibit
|
|
Description
|
31.1
|
|
Certification
of the Company’s Principal Executive Officer and Principal Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
with
respect to the registrant’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2008.
|
|
|
|
32.1
|
|
Certification
of the Company’s Principal Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section
906 of the Sarbanes Oxley Act of
2002.
|
SIGNATURES
Pursuant
to the requirements of the Securities
Exchange
Act of 1934, as amended, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunto duly authorized.
|
QUIKBYTE
SOFTWARE, INC.
|
|
|
Date:
May 14, 2008
|
By: |
/s/
Kevin R. Keating |
|
Name: Kevin
R. Keating |
|
Title: Chief
Executive Officer and Chief
|
|
Financial
Officer |