U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB
x
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the
quarterly period ended March 31, 2007
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 small business issuer as specified in its charter)
Colorado
|
|
33-0344842
|
(State
or other jurisdiction
of
|
|
(I.R.S.
employer
|
incorporation
or
organization)
|
|
identification
number)
|
936A
Beachland Blvd., Suite
13
|
|
|
Vero
Beach, FL
|
|
32963
|
(Address
of principal executive
offices)
|
|
(Zip
Code)
|
Issuer’s
telephone number: (772) 231-7544
7609
Ralston Road Arvada, Colorado 80002
(Former
name, former address and former
fiscal
year, if changed since last report)
Check
whether the issuer (1) filed all reports required to be filed by Section 13
or
15(d) of the Exchange Act during the past 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
ý No
o
Check
whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes
ý 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, 2007.
Transitional
Small Business Disclosure Format (Check one): YES
o NO
x
QUIKBYTE
SOFTWARE, INC.
-
INDEX -
|
|
Page
|
PART
I - FINANCIAL INFORMATION:
|
|
|
|
|
|
Item
1. Condensed Financial Statements
|
|
3
|
|
|
|
Condensed
Balance Sheets, March 31, 2007 (unaudited) and December 31,
2006
|
|
4
|
|
|
|
Condensed
Statements of Operations for the Three Months Ended March 31, 2007
and
2006 (unaudited), and for the Period from Inception (January 26,
1989)
through March 31, 2007 (unaudited)
|
|
5
|
|
|
|
Condensed
Statements of Cash Flows for the Three Months Ended March 31, 2007
and
2006 (unaudited), and for the Period from Inception (January 26,
1989)
through March 31, 2007 (unaudited)
|
|
8
|
|
|
|
Notes
to Condensed Financial Statements for the Three Months Ended March
31,
2007
|
|
9
|
|
|
|
Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
|
|
15
|
|
|
|
Item
3. Controls and Procedures
|
|
19
|
|
|
|
PART
II - OTHER INFORMATION:
|
|
|
|
|
|
Item
1. Legal Proceedings
|
|
20
|
|
|
|
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
|
20
|
|
|
|
Item
3. Defaults Upon Senior Securities
|
|
20
|
|
|
|
Item
4. Submission of Matters to a Vote of Security Holders
|
|
20
|
|
|
|
Item
5. Other Information
|
|
21
|
|
|
|
Item
6. Exhibits
|
|
21
|
|
|
|
Signatures
|
|
22
|
PART
I - FINANCIAL INFORMATION
Item
1. Financial Statements.
Statements
made in this Form 10-QSB (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)
Condensed
Balance Sheets
|
|
March
31,
|
|
December
31,
|
|
|
|
2007
|
|
2006
|
|
|
|
(Unaudited)
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
75,458
|
|
$
|
-
|
|
Restricted
cash
|
|
|
10,398
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
85,856
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
85,856
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Liabilities
and Stockholders' Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$
|
36,584
|
|
$
|
471,785
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
36,584
|
|
|
471,785
|
|
|
|
|
|
|
|
|
|
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 and 7,102,460 shares issued
|
|
|
|
|
|
|
|
and
outstanding, respectively
|
|
|
7,930
|
|
|
710
|
|
Additional
paid-in capital
|
|
|
1,484,446
|
|
|
730,666
|
|
(Deficit)
accumulated during the development stage
|
|
|
(1,443,104
|
)
|
|
(1,203,161
|
)
|
|
|
|
|
|
|
|
|
Total
stockholders' equity (deficit)
|
|
|
49,272
|
|
|
(471,785
|
)
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders' equity (deficit)
|
|
$
|
85,856
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these condensed financial
statements
QuikByte
Software, Inc.
(A
Development Stage Company)
Condensed
Statements of Operations
|
|
Three
Months Ended
|
|
Cumulative
Period
From
January
26,
1989
|
|
|
|
March
31,
|
|
(Inception)
To
|
|
|
|
2007
|
|
2006
|
|
March
31, 2007
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
-
|
|
$
|
-
|
|
$
|
269
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
|
Consulting
and professional fees
|
|
|
207,475
|
|
|
-
|
|
|
689,360
|
|
Depreciation
and amortization
|
|
|
-
|
|
|
-
|
|
|
53,516
|
|
Research
and development
|
|
|
-
|
|
|
-
|
|
|
470,932
|
|
General
and administrative
|
|
|
2,472
|
|
|
-
|
|
|
505,706
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
operating expenses
|
|
|
209,947
|
|
|
-
|
|
|
1,719,514
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from operations
|
|
|
(209,947
|
)
|
|
-
|
|
|
(1,719,245
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (expense)
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
4
|
|
|
-
|
|
|
8,028
|
|
Interest
(expense)
|
|
|
-
|
|
|
-
|
|
|
(9,918
|
)
|
Other
income
|
|
|
-
|
|
|
-
|
|
|
308,031
|
|
Other
(expense) (Note 3)
|
|
|
(30,000
|
)
|
|
-
|
|
|
(30,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
$
|
(239,943
|
)
|
$
|
-
|
|
$
|
(1,443,104
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) per share - basic and diluted
|
|
$
|
(.01
|
)
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of shares of outstanding - basic and
diluted
|
|
|
19,199,127
|
|
|
7,102,460
|
|
|
|
|
The
accompanying notes are an integral part of these condensed financial
statements
QuikByte
Software, Inc.
(A
Development Stage Company)
Condensed
Statements of Changes in Stockholders’ Equity (Deficit)
For
the Cumulative Period From January 26, 1989 (Inception) to March 31,
2007
(Unaudited)
|
|
Common
Stock
|
|
|
|
Deficit
Accumulated
during
the
Development
|
|
Total
Stockholders'
Equity
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stage
|
|
(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 condensed financial
statements
QuikByte
Software, Inc.
(A
Development Stage Company)
Condensed
Statements of Changes in Stockholders’ Equity (Deficit)
For
the Cumulative Period From January 26, 1989 (Inception) to March 31,
2007
(Unaudited)
|
|
Common
Stock
|
|
|
|
Deficit
Accumulated
during
the
Development
|
|
Total
Stockholders'
Equity
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stage
|
|
(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
fo 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)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(239,943
|
)
|
|
(239,943
|
)
|
Balances
at March 31, 2007
|
|
|
79,302,460
|
|
$
|
7,930
|
|
$
|
1,484,446
|
|
$
|
(1,443,104
|
)
|
$
|
49,272
|
|
The
accompanying notes are an integral part of these condensed financial
statements
QuikByte
Software, Inc.
(A
Development Stage Company)
Condensed
Statements of Cash Flows
|
|
Three
Months Ended
|
|
Cumulative
Period
From
January
26, 1989
|
|
|
|
March
31,
|
|
(Inception)
To
|
|
|
|
2007
|
|
2006
|
|
March
31, 2007
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
Cash
Flows From Operating Activities
|
|
|
|
|
|
|
|
Net
(loss)
|
|
$
|
(239,943
|
)
|
$
|
-
|
|
$
|
(1,443,104
|
)
|
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
|
)
|
|
-
|
|
|
(10,398
|
)
|
Accounts
payable and accrued expenses
|
|
|
(435,201
|
)
|
|
-
|
|
|
36,584
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) operating
activities
|
|
|
(614,542
|
)
|
|
-
|
|
|
(958,944
|
)
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
75,458
|
|
|
-
|
|
|
75,458
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, beginning of period
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, end of period
|
|
$
|
75,458
|
|
$
|
-
|
|
$
|
75,458
|
|
|
|
|
|
|
|
|
|
|
|
|
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
condensed financial statements
QuikByte
Software, Inc.
(A
Development Stage Company)
Notes
to Condensed Financial Statements
1. |
Organization
and Basis of Presentation
|
The
accompanying unaudited condensed financial statements of QuikByte Software,
Inc.
(the “Company” or “QuikByte”) are presented in accordance with the requirements
for Form 10-QSB and Regulation S-B. 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,
2006. Operating results for the three months ended March 31, 2007 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2007.
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, 2006 included in the Company’s Annual Report on Form
10-KSB as filed on or about March 19, 2007.
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 (see Note 3) resulting in the resignation of the previously existing
officers and directors of the Company.
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 Condensed Financial Statements
The
accompanying condensed 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, 2007 and For the Cumulative
Period From Inception (January 26, 1989) to March 31, 2007, the Company’s
comprehensive loss was the same as its net loss.
QuikByte
Software, Inc.
(A
Development Stage Company)
Notes
to Condensed Financial Statements
Recently
Issued Accounting Pronouncements
In
June
2006, the Financial Accounting Standards Board (“FASB”) issued Financial
Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an
Interpretation of SFAS No. 109 (“FIN 48”), which clarifies the accounting for
uncertainty in income taxes recognized in an enterprise’s financial statements.
FIN 48 prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. It also provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. The requirements of FIN 48 are effective
for
the Company’s fiscal year beginning January 1, 2007.
In
September 2006, the FASB issued Statement of Financial Accounting Standards
No. 157,
Fair
Value Measurements (“SFAS 157”). The purpose of SFAS 157 is to provide
users of financial statements
with better information about the extent to which fair value is
used
to measure
recognized assets and liabilities, the inputs used to develop the measurements,
and the effect of certain of the measurements
on
earnings for the period. SFAS
No.
157 also provides guidance on the definition of fair value, the methods used
to
measure fair value, and the expanded disclosures about fair value measurements.
This changes the definition of fair value to be the price that would be received
to sell an asset or paid to transfer a liability, an exit price, as opposed
to
the price that would be paid to acquire
the asset or received to assume the liability, an entry price. SFAS No.
157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007, and interim periods with those fiscal years (e.g.,
January 1, 2008, for calendar year- end
entities).
In
September 2006, the FASB issued Statement of Financial Accounting Standards
No.
158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement
Plans -
an
amendment of FASB Statements No. 87, 88, 106, and 132(R) (“SFAS 158”), which
amends SFAS No. 87, 88, 106, and 132(R). Post application of SFAS 158, an
employer should continue to apply the provisions in Statements 87, 88, and
106
in measuring plan assets and benefit obligations as of the date of its statement
of financial position and in determining the amount of net periodic benefit
cost. SFAS 158 requires amounts to be recognized as the funded status of a
benefit plan, that is, the difference between plan assets at fair value and
the
benefit obligation. SFAS 158 further requires recognition of gains/losses
and prior service costs or credits not recognized pursuant to SFAS No. 87 or
SFAS No. 106. Additionally, the measurement date is to be the date of the
employer’s fiscal year-end. Lastly, SFAS 158 requires disclosure in the
financial statements effects from delayed recognition of gains/losses, prior
service costs or credits, and transition assets
or
obligations. SFAS No. 158 is effective for years ending after December 15,
2006 for employers with publicly traded equity securities and as of the end
of
the fiscal year ended after June 15, 2007 for employers without publicly traded
equity securities.
In
February 2007, the FASB issued Statement of Financial Accounting Standards
No.
159, The Fair Value Option for Financial Assets and Financial Liabilities,
including an amendment of FASB Statement No. 115 (“FAS 159”). FAS 159 permits
companies to choose to measure many financial instruments and certain other
items at fair value that are not currently required to be measured at fair
value
and establishes presentation and disclosure requirements designed to facilitate
comparisons
between companies that choose different measurement attributes for similar
types
of assets and liabilities. The provisions of FAS 159 will
become
effective as of the beginning of our 2009 fiscal year.
QuikByte
Software, Inc.
(A
Development Stage Company)
Notes
to Condensed Financial Statements
The
adoption of these new Statements 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.
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 condensed 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.
QuikByte
Software, Inc.
(A
Development Stage Company)
Notes
to Condensed Financial Statements
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.
As
of
March 31, 2007, 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.
QuikByte
Software, Inc.
(A
Development Stage Company)
Notes
to Condensed Financial Statements
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.
Immediately
following the above stock issuances, the Company had 79,302,460 shares of Common
Stock outstanding. KI Equity owns a total of 67,500,000 shares of the Company’s
Common Stock immediately after the above stock issuances.
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.
Kevin
R.
Keating owns and controls Vero and is also the sole 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.
Immediately
following the above stock issuances, the Company had 79,302,460 shares of Common
Stock outstanding. KI Equity owns a total of 67,500,000 shares of the Company’s
Common Stock immediately after the above stock issuances.
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.
Results
of Operations
For
the
three months ending March 31, 2007 the Company had no activities that produced
revenues from operations.
For
the
three months ending March 31, 2007, the Company had a net loss of $(239,943),
as
compared with a net loss of $(0) for the corresponding period in 2006 when
the
Company was inactive. 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.
Liquidity
and Capital Resources
As
of
March 31, 2007, the Company had assets equal to $85,856, which were comprised
of
$75,458 of cash and cash equivalents and $10,398 of restricted cash. The
Company’s current liabilities as of March 31, 2007 were $36,584, comprised of
trade 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, 2007 and 2006:
|
|
Three
months ended March 31,
|
|
|
|
2007
|
|
2006
|
|
Operating
activities
|
|
$
|
(614,542
|
)
|
$
|
-
|
|
Investing
activities
|
|
|
-
|
|
|
-
|
|
Financing
activities
|
|
$
|
690,000
|
|
|
-
|
|
Net
effect on cash
|
|
$
|
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.
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.
Item
3. Controls
and Procedures.
As
of the
end of the period covered by this report, the Company conducted an evaluation,
under the supervision and with the participation of the Chief Executive Officer
and Chief Financial Officer, of the Company’s disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based
on
this evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company’s disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Company in reports
that
it files or submits under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in Securities and Exchange
Commission rules and forms. There was no change in the Company’s internal
control over financial reporting during the Company’s most recently completed
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.
PART
II — OTHER INFORMATION
Item
1. Legal
Proceedings.
None
Item
2. Unregistered
Sales of Equity Securities and Use of Proceeds.
On
January 31, 2007, the Company issued 7,500,000 shares of its common stock
to
Ponce Acquisition, LLC ("Ponce Acquisition") for aggregate consideration
$15,000, or $0.002 per share.
On
March
21, 2007, the Company issued 60,000,000 shares of its common stock to KI
Equity
Partners V, LLC ("KI Equity") for aggregate consideration of $600,000, or
$0.01
per share.
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.
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 Ponce Acquisition, KI Equity, Kevin R. Keating
and GFI were issued under an exemption from registration under Section 4(2)
of
the Securities Act of 1933, as amended.
The
Company granted demand and piggyback registration rights to KI Equity, Kevin
R.
Keating and GFI with respect to the above shares of common
stock.
Item
3. Defaults
Upon Senior Securities.
None.
Item
4. Submission
of Matters to a Vote of Security Holders.
On
February 20, 2007, the Company held an annual meeting of stockholders. The
following matters were presented to the stockholders which were approved as
indicated.
The
stockholders elected the following persons as directors of the Company: Reed
Clayson, Wesley Whiting and Redgie Green. The following is a tabulation of
the
votes on this matter:
|
|
For
|
|
Against
|
|
Reed
Clayson
|
|
|
150,909,000
|
|
|
-0-
|
|
Wesley
Whiting
|
|
|
150,909,000
|
|
|
-0-
|
|
Redgie
Green
|
|
|
150,809,000
|
|
|
-0-
|
|
A. The
stockholders approved the appointment of Jaspers + Hall, PC, of Denver, Colorado
as the independent public accountants of the Company for the fiscal year ended
December 31, 2006 by the following vote: For: 150,809,000, Against: 100,000
and
Abstained and Broker Non-Votes -0-.
B. The
stockholders approved the authority of the board of directors to file an
amendment to the certificate of incorporation to change the name of the Company
to one of their selection: For: 150,809,000, Against: 100,000 and Abstained
and
Broker Non-Votes -0-.
C. The
stockholders approved a reverse split of the outstanding common stock of the
Company at the rate of 20 outstanding shares for one new share: For:
150,809,000, Against: 100,000 and Abstained and Broker Non-Votes
-0-.
D. The
stockholders approved an amendment to the certificate of incorporation to reduce
the authorized shares of common stock from 500,000,000 to 250,000,000 shares
and
the authorized shares of preferred stock from 10,000,000 to 2,000,000 shares:
For: 150,809,000, Against: 100,000 and Abstained and Broker Non-Votes
-0-.
Item
5. Other
Information.
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.
Kevin
R.
Keating owns and controls Vero and is also the sole 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.
Item
6. Exhibits.
Exhibit
|
|
Description
|
2.1
|
|
Securities
Purchase Agreement by and among QuikByte Software, Inc. and KI
Equity
Partners V, LLC dated March 2, 2007 (Incorporated by reference
from the
Company’s Current Report on Form 8-K as filed with the Securities and
Exchange Commission on March 6, 2007)
|
|
|
|
2.2
|
|
Registration
Rights Agreement by and between QuikByte Software, Inc. and KI
Equity
Partners V, LLC dated March 23, 2007 (Incorporated by reference
from the
Company’s Current Report on Form 8-K as filed with the Securities and
Exchange Commission on March 23, 2007)
|
|
|
|
3.3
|
|
Articles
of Amendment to the Articles of Incorporation filed March 2, 2007
(Incorporated by reference from the Company’s Current Report on Form 8-K
as filed with the Securities and Exchange Commission on March 6,
2007)
|
|
|
|
10.1
|
|
Management
Agreement by and between QuikByte Software, Inc. and Vero Management,
L.L.C. dated March 26, 2007 (Incorporated by reference from the
Company’s
Current Report on Form 8-K as filed with the Securities and Exchange
Commission on March 26, 2007)
|
|
|
|
10.2
|
|
Registration
Rights Agreement by and between QuikByte Software, Inc. and KI
Equity
Partners V, LLC dated March 26, 2007
|
|
|
|
10.3
|
|
Registration
Rights Agreement by and between QuikByte Software, Inc. and Kevin
R.
Keating dated March 26, 2007
|
|
|
|
10.4
|
|
Registration
Rights Agreement by and between QuikByte Software, Inc. and Garisch
Financial, Inc. dated March 26, 2007
|
|
|
|
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-QSB for the
quarter ended March 31, 2007.
|
|
|
|
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,
2007 |
By: |
/s/ Kevin
R.
Keating |
|
Name:
Kevin R. Keating
Title:
President
|