Colorado | 33-0344842 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Large accelerated filer
|
o | Accelerated filer | o | |||
Non-accelerated filer
|
o | Smaller reporting company | þ | |||
(Do not check if a smaller reporting company) |
Item 1. | Financial Statements (Unaudited). |
1
September 30, 2008 | December 31, 2007 | |||||||
(Unaudited) | (Audited) | |||||||
ASSETS |
||||||||
Current Assets |
||||||||
Cash |
$ | 416,657 | $ | 21,879 | ||||
Prepaids |
20,840 | | ||||||
Total Current Assets |
437,497 | 21,879 | ||||||
Total Assets |
$ | 437,497 | $ | 21,879 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current Liabilities |
||||||||
Accounts payable and accrued expenses |
$ | 189 | $ | 3,285 | ||||
Total Current Liabilities |
189 | 3,285 | ||||||
Commitments and Contingencies |
||||||||
Stockholders Equity |
||||||||
Preferred stock, $0.0001 par value; 100,000,000
shares authorized, none issued and outstanding |
| | ||||||
Common stock, $0.0001 par value; 500,000,000
shares authorized, 11,073,946 shares issued and
outstanding at September 30, 2008, 7,930,246
shares issued and outstanding at December 31, 2007 |
1,107 | 793 | ||||||
Additional paid-in capital |
2,053,769 | 1,491,583 | ||||||
Deficit accumulated during the development stage |
(1,617,568 | ) | (1,473,782 | ) | ||||
Total Stockholders Equity |
437,308 | 18,594 | ||||||
Total Liabilities and Stockholders Equity |
$ | 437,497 | $ | 21,879 | ||||
2
For the Period from | ||||||||||||||||||||
January 26, 1989 | ||||||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | (Inception) to | ||||||||||||||||||
September 30, | September 30, | September 30, | ||||||||||||||||||
2008 | 2007 | 2008 | 2007 | 2008 | ||||||||||||||||
Revenue |
$ | | $ | | $ | | $ | | $ | 269 | ||||||||||
Operating Expenses |
||||||||||||||||||||
Research and development |
| | | | 470,932 | |||||||||||||||
Depreciation and
amortization |
| | | | 53,516 | |||||||||||||||
Professional fees |
106,719 | 10,646 | 125,074 | 230,619 | 844,996 | |||||||||||||||
General and administrative |
19,123 | | 19,362 | 2,593 | 525,189 | |||||||||||||||
Total Operating Expenses |
125,842 | 10,646 | 144,436 | 233,212 | 1,894,633 | |||||||||||||||
Loss from Operations |
(125,842 | ) | (10,646 | ) | (144,436 | ) | (233,212 | ) | (1,894,364 | ) | ||||||||||
Other Income (Expense) |
||||||||||||||||||||
Interest income |
650 | 6 | 650 | 9 | 8,683 | |||||||||||||||
Interest expense |
| | | | (9,918 | ) | ||||||||||||||
Other income |
| | | | 308,031 | |||||||||||||||
Other expense |
| | | (30,000 | ) | (30,000 | ) | |||||||||||||
Total Other Income
(Expense), net |
650 | 6 | 650 | (29,991 | ) | 276,796 | ||||||||||||||
Net Loss |
$ | (125,192 | ) | $ | (10,640 | ) | $ | (143,786 | ) | $ | (263,203 | ) | $ | (1,617,568 | ) | |||||
Net Loss Per Share Basic
and Diluted |
$ | (0.01 | ) | $ | (0.00 | ) | $ | (0.02 | ) | $ | (0.05 | ) | $ | (1.25 | ) | |||||
Weighted average number of
shares outstanding during
the period basic and
diluted |
10,834,751 | 7,930,246 | 8,905,481 | 4,941,683 | 1,296,610 | |||||||||||||||
3
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 |
277,500 | 28 | (28 | ) | | | ||||||||||||||
Issuance of common stock for cash |
327,500 | 33 | 255,987 | | 256,020 | |||||||||||||||
Issuance of common stock for services |
15,000 | 2 | 14,999 | 15,000 | ||||||||||||||||
Issuance of common stock for warrants |
| | 100 | | 100 | |||||||||||||||
Net (loss) |
| | | (74,393 | ) | (74,393 | ) | |||||||||||||
Balances at December 31, 1989 |
620,000 | $ | 62 | $ | 271,058 | $ | (74,393 | ) | $ | 196,727 | ||||||||||
Issuance of common stock for employment |
22,000 | 2 | 98,998 | | 99,000 | |||||||||||||||
Warrants exercised |
17,750 | 2 | 70,204 | | 70,206 | |||||||||||||||
Net (loss) |
| | | (424,063 | ) | (424,063 | ) | |||||||||||||
Balances at December 31, 1990 |
659,750 | $ | 66 | $ | 440,260 | $ | (498,456 | ) | $ | (58,130 | ) | |||||||||
Warrants exercised |
30,750 | 3 | 122,997 | | 123,000 | |||||||||||||||
Issuance of common stock for employment |
9,000 | 1 | 45,999 | | 46,000 | |||||||||||||||
Issuance of common stock for cash |
10,746 | 1 | 122,049 | | 122,050 | |||||||||||||||
Net (loss) |
| | | (531,532 | ) | (531,532 | ) | |||||||||||||
Balances at December 31, 1991 |
710,246 | $ | 71 | $ | 731,305 | $ | (1,029,988 | ) | $ | (298,612 | ) | |||||||||
Net (loss) |
| | | (763 | ) | (763 | ) | |||||||||||||
Balances at December 31, 1992 |
710,246 | $ | 71 | $ | 731,305 | $ | (1,030,751 | ) | $ | (299,375 | ) | |||||||||
Net (loss) |
| | | (763 | ) | (763 | ) | |||||||||||||
Balances at December 31, 1993 |
710,246 | $ | 71 | $ | 731,305 | $ | (1,031,514 | ) | $ | (300,138 | ) | |||||||||
Net (loss) |
| | | (763 | ) | (763 | ) | |||||||||||||
Balances at December 31, 1994 |
710,246 | $ | 71 | $ | 731,305 | $ | (1,032,277 | ) | $ | (300,901 | ) | |||||||||
Net (loss) |
| | | (763 | ) | (763 | ) | |||||||||||||
Balances at December 31, 1995 |
710,246 | $ | 71 | $ | 731,305 | $ | (1,033,040 | ) | $ | (301,664 | ) | |||||||||
Net (loss) |
| | | (763 | ) | (763 | ) | |||||||||||||
Balances at December 31, 1996 |
710,246 | $ | 71 | $ | 731,305 | $ | (1,033,803 | ) | $ | (302,427 | ) | |||||||||
Net (loss) |
| | | (763 | ) | (763 | ) | |||||||||||||
Balances at December 31, 1997 |
710,246 | $ | 71 | $ | 731,305 | $ | (1,034,566 | ) | $ | (303,190 | ) | |||||||||
Net (loss) |
| | | (763 | ) | (763 | ) | |||||||||||||
Balances at December 31, 1998 |
710,246 | $ | 71 | $ | 731,305 | $ | (1,035,329 | ) | $ | (303,953 | ) | |||||||||
Net (loss) |
| | | (763 | ) | (763 | ) | |||||||||||||
Balances at December 31, 1999 |
710,246 | $ | 71 | $ | 731,305 | $ | (1,036,092 | ) | $ | (304,716 | ) | |||||||||
Net (loss) |
| | | (763 | ) | (763 | ) | |||||||||||||
Balances at December 31, 2000 |
710,246 | $ | 71 | $ | 731,305 | $ | (1,036,855 | ) | $ | (305,479 | ) | |||||||||
Net (loss) |
| | | (20,763 | ) | (20,763 | ) | |||||||||||||
Balances at December 31, 2001 |
710,246 | $ | 71 | $ | 731,305 | $ | (1,057,618 | ) | $ | (326,242 | ) | |||||||||
Net (loss) |
| | | (12,763 | ) | (12,763 | ) | |||||||||||||
Balances at December 31, 2002 |
710,246 | $ | 71 | $ | 731,305 | $ | (1,070,381 | ) | $ | (339,005 | ) | |||||||||
Net (loss) |
| | | (763 | ) | (763 | ) | |||||||||||||
Balances at December 31, 2003 |
710,246 | $ | 71 | $ | 731,305 | $ | (1,071,144 | ) | $ | (339,768 | ) | |||||||||
Net (loss) |
| | | (763 | ) | (763 | ) | |||||||||||||
Balances at December 31, 2004 |
710,246 | $ | 71 | $ | 731,305 | $ | (1,071,907 | ) | $ | (340,531 | ) | |||||||||
Net (loss) |
| | | 308,031 | 308,031 | |||||||||||||||
Balances at December 31, 2005 |
710,246 | $ | 71 | $ | 731,305 | $ | (763,876 | ) | $ | (32,500 | ) | |||||||||
Net (loss) |
| | | (439,285 | ) | (439,285 | ) | |||||||||||||
Balances at December 31, 2006 |
710,246 | $ | 71 | $ | 731,305 | $ | (1,203,161 | ) | $ | (471,785 | ) | |||||||||
Issuance of common stock for cash on
January 31, 2007 ($0.02/share) |
750,000 | 75 | 14,925 | | 15,000 | |||||||||||||||
Return and cancellation of common
stock on March 21, 2007 |
(990,000 | ) | (99 | ) | 99 | |
4
Deficit | ||||||||||||||||||||
Accumulated | ||||||||||||||||||||
Additional | during the | Total | ||||||||||||||||||
Common Stock | Paid-In | Development | Stockholders | |||||||||||||||||
Shares | Amount | Capital | Stage | Equity (Deficit) | ||||||||||||||||
Issuance of common stock for cash on
March 21, 2007 ($0.10/share) |
6,000,000 | 600 | 599,400 | | 600,000 | |||||||||||||||
Issuance of common stock for cash on
March 26, 2007 ($0.10/share) |
750,000 | 75 | 74,925 | | 75,000 | |||||||||||||||
Issuance of common stock for services
on March 26, 2007 ($0.10/share) |
710,000 | 71 | 70,929 | | 71,000 | |||||||||||||||
Net (loss) |
| | | (270,621 | ) | (270,621 | ) | |||||||||||||
Balances at December 31, 2007 |
7,930,246 | $ | 793 | $ | 1,491,583 | $ | (1,473,782 | ) | $ | 18,594 | ||||||||||
Issuance of common stock for cash on
July 7, 2008 ($0.1789/share) |
3,143,700 | 314 | 562,186 | | 562,500 | |||||||||||||||
Net (loss) |
| | | (143,786 | ) | (143,786 | ) | |||||||||||||
Balances at September 30, 2008 |
11,073,946 | $ | 1,107 | $ | 2,053,769 | $ | (1,617,568 | ) | $ | 437,308 | ||||||||||
5
For the Period from | ||||||||||||
For the Nine Months Ended | January 26, 1989 | |||||||||||
September 30, | (Inception) to | |||||||||||
2008 | 2007 | September 30, 2008 | ||||||||||
Cash Flows From Operating Activities: |
||||||||||||
Net Loss |
$ | (143,786 | ) | $ | (263,203 | ) | $ | (1,617,568 | ) | |||
Adjustments to reconcile net loss to net cash used in operations |
||||||||||||
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: |
||||||||||||
(Increase) Decrease in: |
||||||||||||
Prepaids |
(20,840 | ) | | (20,840 | ) | |||||||
Increase (Decrease) in: |
||||||||||||
Accounts payable and accrued expenses |
(3,096 | ) | (467,785 | ) | 189 | |||||||
Net Cash Used In Operating Activities |
(167,722 | ) | (659,988 | ) | (1,180,245 | ) | ||||||
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 notes payable |
| | 9,537 | |||||||||
Write-off of notes payable |
| | (9,537 | ) | ||||||||
Proceeds from issuance of common stock -related parties |
562,500 | | 562,500 | |||||||||
Proceeds from issuance of common stock |
| 690,000 | 1,261,277 | |||||||||
Net Cash Provided by Financing Activities |
562,500 | 690,000 | 1,823,777 | |||||||||
Net Increase in Cash |
394,778 | 30,012 | 416,657 | |||||||||
Cash at Beginning of period |
$ | 21,879 | $ | | | |||||||
Cash at End of period |
$ | 416,657 | $ | 30,012 | $ | 416,657 | ||||||
Supplemental disclosure of cash flow information: |
||||||||||||
Cash paid for interest |
$ | | $ | | $ | | ||||||
Cash paid for taxes |
$ | | $ | | $ | | ||||||
Supplemental disclosure of non-cash investing and financing
activities: |
||||||||||||
Return and cancellation of common stock |
$ | | $ | 990 | $ | 990 | ||||||
Forgiveness of debt |
$ | | $ | | $ | 308,831 | ||||||
6
1. | Basis of Presentation | |
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position and results of operations. | ||
It is managements opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made that are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. | ||
For further information, refer to the audited financial statements and footnotes of the Company for the year ended December 31, 2007, included in the Companys Form 10-KSB. | ||
2. | Nature of Operations and Summary of Significant Accounting Policies | |
(A) Nature of Operations and Liquidity | ||
QuikByte Software, Inc. (the Company) is a development stage enterprise that was incorporated under the laws of the State of Colorado on January 26, 1989 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 that resulted in the resignation of the previously existing officers and directors of the Company (see Note 3). | ||
During the third quarter of fiscal year 2008, a second change in control of the Company occurred that also resulted in the resignation of the then-existing officers and directors of the Company (see Note 3). | ||
Following the change in control during the first quarter of fiscal year 2007, the Company intended to serve as a vehicle to effect an asset acquisition, merger or business combination with a domestic or foreign business. | ||
The accompanying financial statements have been prepared on the basis which assumes that the Company will continue to operate as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, the Company has a net loss of $143,786 and net cash used in operations of $167,722, respectively, for the nine months ended September 30, 2008. The Company also has a deficit accumulated during the development stage of $1,617,568. The Company has positive working capital of $437,308 and has the ability to meet all obligations due over the course of the next twelve months. The Company is currently in the development stage and has not generated any significant operating revenues since inception. | ||
(B) Use of Estimates | ||
In preparing financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods presented. Actual results may differ from these estimates. |
7
(C) Cash and cash equivalents | ||
The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. The balance exceeded the federally insured limit by $166,657 at September 30, 2008. | ||
(D) Earnings per Share | ||
Basic earnings (loss) per share is computed by dividing the net income (loss) less preferred dividends for the period by the weighted average number of shares outstanding. Diluted earnings (loss) per share is computed by dividing net income (loss) less preferred dividends by the weighted average number of shares outstanding including the effect of share equivalents. At September 30, 2008 and 2007, respectively, the Company had no outstanding common stock equivalents. | ||
On September 18, 2008, the Companys stockholders approved a 1 for 10 reverse stock split of all outstanding common stock, which was effectuated on October 6, 2008. All share and per share amounts were retroactively restated to reflect this reverse stock split. | ||
(E) Segment Information | ||
The Company follows Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information. During 2008 and 2007, the Company only operated in one segment; therefore, segment information has not been presented. | ||
(F) Recent accounting pronouncements | ||
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which clarifies the principle that fair value should be based on the assumptions that market participants would use when pricing an asset or liability. It also defines fair value and established a hierarchy that prioritizes the information used to develop assumptions. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 157 did not have a material impact on its financial position, results of operations or cash flows. | ||
In February 2007, the Financial Accounting Standards Board (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 (SFAS 159). This standard permits an entity to measure financial instruments and certain other items at estimated fair value. Most of the provisions of SFAS 159 are elective; however, the amendment to FASB No. 115, Accounting for Certain Investments in Debt and Equity Securities, applies to all entities that own trading and available-for-sale securities. The fair value option created by SFAS 159 permits an entity to measure eligible items at fair value as of specified election dates. The fair value option (a) may generally be applied instrument by instrument, (b) is irrevocable unless a new election date occurs, and (c) must be applied to the entire instrument and not to only a portion of the instrument. SFAS 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007. The adoption of SFAS 159 did not have a material effect on its financial position, results of operations or cash flows. | ||
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No 51 (SFAS 160). SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, changes in a parents ownership of a noncontrolling interest, calculation and disclosure of |
8
the consolidated net income attributable to the parent and the noncontrolling interest, changes in a parents ownership interest while the parent retains its controlling financial interest and fair value measurement of any retained noncontrolling equity investment. SFAS 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The adoption of SFAS 160 is not expected to have a material effect on its financial position, results of operations or cash flows. | ||
In December 2007, the FASB issued SFAS 141R, Business Combinations (SFAS 141R), which replaces FASB SFAS 141, Business Combinations. This Statement retains the fundamental requirements in SFAS 141 that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. SFAS 141R defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R will require an entity to record separately from the business combination the direct costs, where previously these costs were included in the total allocated cost of the acquisition. SFAS 141R will require an entity to recognize the assets acquired, liabilities assumed and any non-controlling interest in the acquired at the acquisition date, at their fair values as of that date. This compares to the cost allocation method previously required by SFAS No. 141. SFAS 141R will require an entity to recognize as an asset or liability at fair value for certain contingencies, either contractual or non-contractual, if certain criteria are met. Finally, SFAS 141R will require an entity to recognize contingent consideration at the date of acquisition, based on the fair value at that date. This Statement will be effective for business combinations completed on or after the first annual reporting period beginning on or after December 15, 2008. Early adoption of this standard is not permitted and the standards are to be applied prospectively only. Upon adoption of this standard, there would be no impact to the Companys results of operations and financial condition for acquisitions previously completed. The adoption of SFAS 141R is not expected to have a material effect on its financial position, results of operations or cash flows. | ||
In March 2008, the FASB issued SFAS No. 161 Disclosures about Derivative Instruments and Hedging ActivitiesAn Amendment of FASB Statement No. 133. (SFAS 161). SFAS 161 establishes the disclosure requirements for derivative instruments and for hedging activities with the intent to provide financial statement users with an enhanced understanding of the entitys use of derivative instruments, the accounting of derivative instruments and related hedged items under Statement 133 and its related interpretations, and the effects of these instruments on the entitys financial position, financial performance and cash flows. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2008. The Company does not expect its adoption will have a material impact on our financial position, results of operations or cash flows. | ||
In April 2008, the FASB issued FASB Staff Position (FSP) SFAS No. 142-3, Determination of the Useful Life of Intangible Assets. This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets (SFAS 142). The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141R, and other GAAP. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company is currently evaluating the impact of SFAS FSP 142-3, but does not expect the adoption of this pronouncement will have a material impact on its financial position, results of operations or cash flows. | ||
In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). SFAS 162 identifies the sources of accounting principles and the framework for selecting principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. This statement is effective 60 days following the SECs approval of the Public Company Accounting Oversight |
9
Boards amendments to AU section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company is currently evaluating the impact of SFAS 162, but does not expect the adoption of this pronouncement will have a material impact on its financial position, results of operations or cash flows. | ||
In May 2008, the Financial Accounting Standards Board issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts An interpretation of FASB Statement No. 60 (SFAS 163). SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprises risk-management activities. SFAS 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Companys financial statements. | ||
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption. | ||
(G) Reclassifications | ||
Certain amounts in the year 2007 financial statements have been reclassified to conform to the year 2008 presentation. These reclassifications had no effect on the financial position, results of operations or cash flows. | ||
3. | Stock Purchase Agreements and Changes of Control | |
In the following discussion, all share amounts reflect a 1 for 10 reverse stock split effected as of October 6, 2008. | ||
On March 23, 2007, KI Equity Partners V, LLC, a Delaware limited liability company (KI Equity), acquired control of the Company under the terms of that certain Securities Purchase Agreement, dated March 2, 2007 (the 2007 Agreement), between the Company and KI Equity (the 2007 Transaction). Pursuant to the terms of the 2007 Agreement, the Company agreed to sell to KI Equity, and KI Equity agreed to purchase from the Company, 6,000,000 shares of the Companys common stock, par value $0.0001 per share (the Common Stock), for a purchase price of $600,000 or $0.10 per share. Prior to the closing of the 2007 Transaction, the Company was controlled by Ponce Acquisition, LLC, a Colorado limited liability company (Ponce Acquisition). To the Companys knowledge, the source of funds for the 2007 Transaction was from the working capital of KI Equity. The proceeds from this sale were used to settle a variety of the Companys pre-existing liabilities. | ||
Effective as of the closing of the 2007 Transaction, in accordance with the terms of the 2007 Agreement, the then-existing officers and directors of the Company resigned, and Mr. Kevin R. Keating (Keating) was appointed the Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer of the Company and a member of the board of directors of the Company (the Board), and Jeff L. Andrews and Margie L. Blackwell were appointed as members of the Board. | ||
On June 2, 2008, KI Equity, at the time the largest holder of the Companys Common Stock, and Keating, who at the time was the Companys Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and a Director, entered into a Stock Purchase Agreement, as amended (the KI/Keating Purchase Agreement), with Mr. Glenn L. Halpryn, as agent for certain investors in the Company (the Investors), |
10
pursuant to which KI Equity and Keating agreed to sell to the Investors, and the Investors agreed to purchase from KI Equity and Keating, an aggregate of 6,910,000 shares of Common Stock (the KI/Keating Shares), for an aggregate purchase price of $926,273.46, or approximately $0.134 per share. | ||
Also on June 2, 2008, the Investors entered into a Stock Purchase Agreement, as amended (the Garisch Purchase Agreement), with Garisch Financial, Inc., an Illinois corporation (Garisch), pursuant to which Garisch agreed to sell to the Investors, and the Investors agreed to purchase from Garisch, 550,000 shares of Common Stock (the Garisch Shares), for an aggregate purchase price of $73,727, or approximately $0.134 per share. | ||
The closings of the transactions (the Change of Control Transaction) contemplated by the KI/Keating Purchase Agreement and the Garisch Purchase Agreement (the Closings) occurred simultaneously on July 7, 2008. At the time of the Closings, the KI/Keating Shares represented approximately 87% of the issued and outstanding shares of the Common Stock of the Company, and the Garisch Shares represented approximately 6.9% of the issued and outstanding shares of the Common Stock of the Company. To the Companys knowledge, the source of the purchase price for the KI/Keating Shares and the Garisch Shares was from the personal funds and the working capital of the Investors. | ||
In connection with the Change of Control Transaction, the Company terminated that certain Management Agreement, dated as of March 26, 2007, as amended (the Management Agreement), by and between the Company and Vero Management, L.L.C., a Delaware limited liability company (Vero). The Company did not incur any termination penalties in connection with the termination of the Management Agreement. Under the terms of the Management Agreement, Vero provided the Company with managerial and administrative services in exchange for a monthly fee of $1,000. | ||
Vero is owned and controlled by Keating, who, prior to the Change of Control Transaction, served as a director and the Chief Executive Officer, Chief Financial Officer, President, Treasurer and Secretary of the Company. Keating is the father of Mr. Timothy J. Keating, the managing member of Keating Investments, LLC. Keating Investments, LLC is the managing member of KI Equity, which, prior to the Change of Control Transaction, was the controlling shareholder of the Company. | ||
Also on July 7, 2008, the Company terminated (i) those certain Registration Rights Agreements, dated March 23, 2007 and March 26, 2007, by and between the Company and KI Equity (the KI Equity Rights Agreements), (ii) that certain Registration Rights Agreement, dated March 26, 2007, by and between the Company and Keating (the Keating Rights Agreement), (iii) that certain Registration Rights Agreement, dated March 26, 2007, by and between Garisch and the Company (the Garisch Rights Agreement, collectively, with the KI Equity Rights Agreements and the Keating Rights Agreement, the Rights Agreements), and (iv) that certain Consulting Agreement, dated March 26, 2007, by and among the Company, KI Equity and Garisch, pursuant to which Garisch provided certain financial consulting services to the Company. The Rights Agreements granted certain demand and piggyback registration rights to KI Equity, Keating and Garisch. The Rights Agreements and the Consulting Agreement were terminated as a condition to the closing of the Change in Control. The Company did not incur any termination penalties in connection with the termination of the Rights Agreements or the Consulting Agreement. | ||
Pursuant to the terms of the KI/Keating Purchase Agreement and effective upon the Closings, Keating resigned from his positions as the Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer of the Company, and Keating, Jeff Andrews and Margie Blackwell (the Existing Directors) resigned from their positions as the directors of the Company. Also pursuant to the terms of the KI/Keating Purchase Agreement, the Existing Directors (i) amended the Bylaws of the Company in order to increase the size of the Board from three directors to five directors, (ii) appointed Mr. Glenn L. Halpryn, Mr. Alan Jay Weisberg, Mr. Noah M. Silver, Dr. Curtis Lockshin and Mr. Ronald Stein as the directors of the Company, effective upon the Closings, and (iii) appointed Mr. Glenn L. Halpryn to serve as the President and Chief Executive Officer of the Company, effective upon the Closings. Subsequent to the Closings, the New Directors appointed Mr. Noah M. Silver as the Vice President, Secretary and Treasurer of the Company and Mr. Alan Jay Weisberg as the Chief Financial and Accounting Officer of the Company. |
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On July 7, 2008, after the closing of the Change of Control Transaction, the Company issued 3,143,700 shares of its Common Stock for an aggregate offering price of $562,500 or approximately $0.1789 per share. There were no underwriting discounts or commissions associated with the transaction and the shares of Common Stock were issued pursuant to the private placement exemption provided by Section 4(2) of the Securities Act and Rule 506 promulgated thereunder. As of July 7, 2008, after giving effect to the issuance of the 3,143,700 shares of Common Stock as discussed above, a total of 11,073,946 shares of Common Stock were issued and outstanding. | ||
4. | Stockholders Equity (Deficit) | |
During the period January 26, 1989 (Inception) to December 31, 2006, the Company issued 710,246 shares of Common Stock. Of the total, 277,500 were issued to founders at par value for services rendered. The Company issued an aggregate 338,246 shares of Common Stock for $378,070 during 1989 and 1991. The Company also issued an aggregate 46,000 shares of Common Stock to employees and third parties for services rendered having a fair value of $160,000 during 1989, 1990 and 1991. Finally, the Company issued an aggregate 48,500 shares of Common Stock in connection with stock warrant exercises having a fair value of $193,206. | ||
On January 31, 2007, the Company issued 750,000 shares of its Common Stock to Ponce Acquisition for $15,000. | ||
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 of the Companys common stock outstanding on March 16, 2007. All share and per share amounts were retroactively restated at that time. | ||
On March 21, 2007, a total of 990,000 shares of common stock were cancelled and retired. | ||
On March 23, 2007 and March 26, 2007, the Company issued an aggregate 7,460,000 shares of common stock for $746,000. | ||
On July 7, 2008, the Company issued an aggregate of 3,143,700 shares of Common Stock for $562,500. | ||
On October 6, 2008, the Company amended its Articles of Incorporation to increase its authorized capital stock. The amendment increased the authorized Common Stock from 250,000,000 shares, with a par value of $0.0001 per share, to 500,000,000 shares, with a par value of $0.0001 per share. The amendment also increased the authorized preferred stock from 2,000,000 shares, with a par value of $0.0001 per share, to 100,000,000 shares, with a par value of $0.0001 per share. | ||
The amendment also provided for a 1-for-10 reverse stock split of the Companys common stock outstanding on October 6, 2008. All share and per share amounts were retroactively restated at that time. |
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Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations. |
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(i) | filing of Exchange Act reports, and | ||
(ii) | costs relating to consummating an acquisition. |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
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Item 4T. | Controls and Procedures. |
Item 1. | Legal Proceedings. |
Item 1A. | Risk Factors. |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
Item 3. | Defaults Upon Senior Securities. |
Item 4. | Submission of Matters to a Vote of Security Holders. |
For | Against | Abstain | |||||||||||||||
Shares voted
|
74,345,025 | 35,425 | 1,693,472 | ||||||||||||||
For | Against | Abstain | |||||||||||||||
Shares voted
|
74,359,450 | 11,000 | 1,703,472 | ||||||||||||||
For | Against | Abstain | |||||||||||||||
Shares voted
|
74,351,740 | 9,060 | 1,713,122 | ||||||||||||||
For | Against | Abstain | |||||||||||||||
Shares voted
|
74,343,100 | 27,350 | 1,703,472 | ||||||||||||||
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For | Against | Abstain | |||||||||||||||
Shares voted
|
74,369,450 | 13,000 | 1,693,472 | ||||||||||||||
Item 5. | Other Information. |
Item 6. | Exhibits. |
3.1
|
Amended and Restated Articles of Incorporation of the Company | |
31.1
|
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2
|
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1
|
Certification by CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2
|
Certification by CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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QUIKBYTE SOFTWARE, INC. |
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Date: November 13, 2008 | By: | /s/ Glenn L. Halpryn | ||
Name: | Glenn L. Halpryn | |||
Title: | Chief Executive Officer | |||
Date: November 13, 2008 | By: | /s/ Alan Jay Weisberg | ||
Name: | Alan Jay Weisberg | |||
Title: | Chief Financial and Accounting Officer | |||
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