California
|
77-0505346
|
(State
or other jurisdiction
|
(I.R.S.
Employer
|
of
incorporation or organization)
|
Identification
No.)
|
Part
I
|
Page
|
Item
1. Financial Statements.
|
3
|
Item
2. Management's Discussion and Analysis or Plan of
Operations.
|
19
|
Item
3. Controls and Procedures
|
24
|
Part
ll
|
Page
|
Item
1. Legal Proceedings.
|
25
|
Item
2. Unregistered Sale of Equity Securities and Use of
Proceeds
|
25
|
Item
3. Defaults Upon Senior Securities
|
25
|
Item
4. Submission of Matters to a Vote of Security Holders.
|
25
|
|
|
Item
5. Other Information
|
25
|
Item
6. Exhibits.
|
25
|
QUINTEK
TECHNOLOGIES, INC. AND SUBSIDIARIES
|
||||
CONSOLIDATED
BALANCE SHEET
|
||||
as
of December 31, 2006
|
||||
(Unaudited)
|
||||
ASSETS
|
||||
Current
assets:
|
||||
Cash
and cash equivalents
|
$
|
79,951
|
||
Accounts
receivable, net of allowance for doubtful accounts of
$4,496
|
275,497
|
|||
Employee
receivable, net
|
4,238
|
|||
Total
current assets
|
359,686
|
|||
Property
and equipment, net
|
373,872
|
|||
Other
assets:
|
||||
Deposits
|
108,935
|
|||
Other
assets
|
1,024,096
|
|||
Total
other assets
|
1,133,031
|
|||
$
|
1,866,588
|
|||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||
Current
liabilities:
|
||||
Accounts
payable and accrued expenses
|
$
|
1,484,794
|
||
Factoring
payable
|
136,722
|
|||
Payroll
and payroll taxes payable
|
73,188
|
|||
Payroll
taxes assumed in merger
|
96,661
|
|||
Advances
from lenders
|
36,736
|
|||
Loans
payable
|
223,695
|
|||
Convertible
bonds
|
62,495
|
|||
Convertible
debentures
|
210,674
|
|||
Convertible
notes
|
45,450
|
|||
Beneficial
conversion feature
|
143,880
|
|||
Deferred
revenue
|
10,104
|
|||
Dividend
payable
|
40,661
|
|||
Total
current liabilities
|
2,565,060
|
|||
Long-term
debt
|
831,812
|
|||
Stockholders'
deficit:
|
||||
Preferred
stock, convertible, no par value, 50,000,000 shares
authorized,
|
||||
4,154,750
shares issued and outstanding
|
1,281,605
|
|||
Common
stock, $0.001 par value, 500,000,000 shares authorized,
|
||||
152,449,773
shares issued and outstanding
|
152,449
|
|||
Additional
paid-in capital
|
32,853,323
|
|||
Shares
to be issued
|
5,000
|
|||
Stock
subscription receivable
|
(776,250
|
)
|
||
Accumulated
deficit
|
(35,046,412
|
)
|
||
Total
stockholders' deficit
|
(1,530,284
|
)
|
||
Total
liabilities and stockholders' deficit
|
$
|
1,866,588
|
QUINTEK
TECHNOLOGIES, INC. AND SUBSIDIARIES
|
|||||||||||||
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|||||||||||||
(Unaudited)
|
|||||||||||||
For
the three month periods
ended
December 31,
|
For
the six month periods
ended
December 31,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Net
revenue
|
$
|
397,283
|
$
|
535,521
|
$
|
809,011
|
$
|
1,228,880
|
|||||
Cost
of revenue
|
328,997
|
346,808
|
647,486
|
826,432
|
|||||||||
Gross
margin
|
68,284
|
188,713
|
161,524
|
402,448
|
|||||||||
|
|||||||||||||
Operating
expenses:
|
|||||||||||||
Selling,
general and administrative
|
577,412
|
537,997
|
1,368,299
|
1,203,585
|
|||||||||
Stock-based
compensation
|
-
|
313,686
|
600,000
|
383,975
|
|||||||||
Stock-based
consulting fees
|
41,728
|
-
|
135,955
|
-
|
|||||||||
Total
operating expenses
|
619,138
|
851,683
|
2,104,253
|
1,587,559
|
|||||||||
Loss
from operations
|
(550,854
|
)
|
(662,969
|
)
|
(1,942,729
|
)
|
(1,185,112
|
)
|
|||||
Non-operating
income (expense):
|
|||||||||||||
Realized
gain (loss) on investment
|
(120,040
|
)
|
-
|
(120,040
|
)
|
113,700
|
|||||||
Other
income
|
3,067
|
2,959
|
6,162
|
9,631
|
|||||||||
Uncollectible
from former officers
|
(2,747
|
)
|
(2,409
|
)
|
(5,467
|
)
|
(5,026
|
)
|
|||||
Beneficial
conversion feature
|
(66,468
|
)
|
(44,159
|
)
|
(129,736
|
)
|
(96,966
|
)
|
|||||
Change
in Fair Value of Warrants
|
82,327
|
-
|
704,075
|
-
|
|||||||||
Interest
Income
|
136
|
1,344
|
2,728
|
2,667
|
|||||||||
Interest
expense
|
(34,136
|
)
|
(31,770
|
)
|
(95,481
|
)
|
(175,036
|
)
|
|||||
Total
non-operating income (expense)
|
(137,861
|
)
|
(74,034
|
)
|
362,241
|
(151,030
|
)
|
||||||
Loss
before provision for income taxes
|
(688,715
|
)
|
(737,004
|
)
|
(1,580,487
|
)
|
(1,336,141
|
)
|
|||||
Provision
for income taxes
|
-
|
-
|
800
|
800
|
|||||||||
Net
loss
|
(688,715
|
)
|
(737,004
|
)
|
(1,581,287
|
)
|
(1,336,941
|
)
|
|||||
-
|
|||||||||||||
Dividend
requirement for preferred stock
|
4,015
|
4,015
|
8,029
|
8,029
|
|||||||||
Net
loss applicable to common shareholders
|
(692,729
|
)
|
(741,019
|
)
|
(1,589,316
|
)
|
(1,344,970
|
)
|
|||||
-
|
|||||||||||||
Other
comprehensive loss:
|
-
|
||||||||||||
Reclassification
adjustment
|
120,151
|
-
|
120,151
|
(4,080
|
)
|
||||||||
Unrealized
gain/(loss) for the period
|
-
|
(19,590
|
)
|
-
|
9,317
|
||||||||
Comprehensive
loss
|
$
|
(572,578
|
)
|
$
|
(760,609
|
)
|
$
|
(1,469,165
|
)
|
$
|
(1,339,733
|
)
|
|
Basic
and diluted net loss per share
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
|
Basic
and diluted weighted average
|
|||||||||||||
shares
outstanding
|
154,095,924
|
122,264,778
|
151,445,900
|
111,580,803
|
QUINTEK
TECHNOLOGIES, INC. AND
SUBSIDIARIES
|
|||||||
CONSOLIDATED
STATEMENT OF CASH FLOWS
|
|||||||
(Unaudited)
|
|||||||
Six
months periods ended
|
|||||||
December
31,
|
|||||||
2006
|
2005
|
||||||
OPERATING
ACTIVITIES
|
|||||||
Net
loss
|
$
|
(1,581,287
|
)
|
$
|
(1,336,941
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operations:
|
|||||||
Depreciation
and amortization
|
93,794
|
85,540
|
|||||
Discount
on factor
|
-
|
4,796
|
|||||
Expenses
paid by a note payable
|
-
|
36,478
|
|||||
Issuance
of shares for consulting services
|
135,955
|
238,697
|
|||||
Stock
based compensation
|
600,000
|
-
|
|||||
Bad
Debts
|
12,012
|
-
|
|||||
Gain
on the sale of the investment
|
120,040
|
(113,700
|
)
|
||||
Change
in Fair value of Warrants
|
(704,075
|
)
|
-
|
||||
Beneficial
conversion feature expense
|
129,736
|
96,966
|
|||||
Amortization
of the Unamortized discount
|
-
|
77,489
|
|||||
Warrants
granted to consultant
|
-
|
206,798
|
|||||
Changes
in current assets and liabilities:
|
|||||||
(Increase)
decrease in accounts receivable
|
(59,890
|
)
|
49,522
|
||||
(Increase)
decrease in prepaid expenses
|
(4,238
|
)
|
(3,192
|
)
|
|||
Increase
(decrease) in accounts payable
|
494,057
|
121,788
|
|||||
Increase
(decrease) in payroll taxes payable
|
(108,377
|
)
|
116,696
|
||||
Increase
(decrease) in deferred revenue
|
1,683
|
(23,056
|
)
|
||||
Net
cash used in operating activities
|
(870,591
|
)
|
(442,120
|
)
|
|||
INVESTING
ACTIVITIES
|
|||||||
Acquisition
of equipment
|
(13,218
|
)
|
(13,429
|
)
|
|||
Increase
in restricted cash
|
-
|
(2,666
|
)
|
||||
Proceeds
from sale of marketable securities
|
10,821
|
238,018
|
|||||
Net
cash provided by/ (used in) investing activities
|
(2,397
|
)
|
221,923
|
||||
FINANCING
ACTIVITIES
|
|||||||
Payments
on factoring payable
|
-
|
(95,279
|
)
|
||||
Proceeds
from factor
|
-
|
155,816
|
|||||
Payments
on leases
|
(64,428
|
)
|
(60,620
|
)
|
|||
Proceeds
from issuance of debentures
|
750,000
|
-
|
|||||
Expenses
related to Issuance of Debenture
|
(75,000
|
)
|
-
|
||||
Proceeds
from sale of stocks
|
-
|
80,000
|
|||||
Prepayments
for exercise of warrants
|
-
|
125,000
|
|||||
Proceeds
from issuance of common stock upon exercise of warrants
|
-
|
59,400
|
|||||
Payments
of notes payable
|
(67,640
|
)
|
(10,150
|
)
|
|||
Net
cash provided by financing activities
|
542,932
|
254,167
|
|||||
Net
increase (decrease) in cash and cash equivalents
|
(330,056
|
)
|
33,970
|
||||
Cash
and cash equivalents, beginning balance
|
410,007
|
12,669
|
|||||
Cash
and cash equivalents, ending balance
|
$
|
79,951
|
$
|
46,639
|
Accounts
payable
|
$
|
533,038
|
||
Accrued
interest
|
395,165
|
|||
Accrued
legal fees
|
33,250
|
|||
Accrued
Litigation Liability
|
414,254
|
|||
Other
accrued expenses
|
109,087
|
|||
$
|
1,484,794
|
1. |
Requires
an entity to recognize a servicing asset or servicing liability each
time
it undertakes an obligation to service a financial asset by entering
into
a servicing contract.
|
2. |
Requires
all separately recognized servicing assets and servicing liabilities
to be
initially measured at fair value, if practicable.
|
3. |
Permits
an entity to choose ‘Amortization method’ or Fair value measurement
method’ for each class of separately recognized servicing assets and
servicing liabilities:
|
4. |
At
its initial adoption, permits a one-time reclassification of
available-for-sale securities to trading securities by entities with
recognized servicing rights, without calling into question the treatment
of other available-for-sale securities under Statement 115, provided
that
the available-for-sale securities are identified in some manner as
offsetting the entity’s exposure to changes in fair value of servicing
assets or servicing liabilities that a servicer elects to subsequently
measure at fair value.
|
5. |
Requires
separate presentation of servicing assets and servicing liabilities
subsequently measured at fair value in the statement of financial
position
and additional disclosures for all separately recognized servicing
assets
and servicing liabilities.
|
1. |
A
brief description of the provisions of this Statement
|
2. |
The
date that adoption is required
|
3. |
The
date the employer plans to adopt the recognition provisions of this
Statement, if earlier.
|
Computer
and office equipment
|
$
|
830,377
|
||
Other
depreciable assets
|
102,881
|
|||
Furniture
and fixture
|
40,653
|
|||
973,911
|
||||
Accumulated
depreciation
|
(600,039
|
)
|
||
$
|
373,872
|
Notes
receivable from employees, unsecured,
|
||||
due
on June 30, 2019, interest at 4% per annum
|
$
|
260,254
|
||
|
||||
Notes
receivable from employees, unsecured,
|
||||
due
on April 7, 2007
|
4,238
|
|||
Interest
receivable in connection with the above
|
||||
employee
receivables
|
44,659
|
|||
309,151
|
||||
Valuation
allowance
|
(304,913
|
)
|
||
|
||||
|
$
|
4,238
|
Subscription
Receivable
|
$
|
58,349
|
||
Allowance
on Subscription Receivable
|
(57,466
|
)
|
||
Derivative
on issuance of Debenture
|
1,023,213
|
|||
$
|
1.024,096
|
Leases
payable, interest at 7.9% to 20%,
|
$
|
218,466
|
||
due
various dates in 2005 to 2008
|
||||
Lease
payable, interest at 17.8%, due in 2007
|
9,346
|
|||
Note
payable, interest at 5.75%, due July 30, 2006
|
6,080
|
|||
(the
company is in default and default interest is 12%)
|
||||
Notes
payable, interest at 8%, due 2006
|
27,061
|
|||
(the
company is in default of these notes)
|
||||
Note
payable, interest at 5 ¾%, due Jan, 2007
|
1,300
|
|||
262,253
|
||||
Less
: Current Portion
|
223,695
|
|||
Long-term
debt
|
$
|
38,558
|
Year
ending June 30,
|
||||
2007
|
$
|
178,365
|
||
2008
|
79,829
|
|||
2009
|
4,059
|
|||
|
$
|
262,253
|
Convertible
bonds at December 31, 2006, consist of the following:
|
||||
Bonds
payable with interest at 9%, due on October
2001convertible
|
||||
to
shares of common stock in increments of $1,000 or more
|
$
|
21,354
|
||
Bonds
payable with interest at 12%, due July 2001, convertible to
shares
|
||||
of
common stock in increments of $500 or more.
|
41,141
|
|||
$
|
62,495
|
Year
ending June 30,
|
||||
2007
|
$
|
210,670
|
||
2008
|
-
|
|||
2009
|
750,000
|
|||
2010
|
750,000
|
|||
$
|
1,710,670
|
|
|
Weighted
|
|
Aggregate
|
|
|||||
|
|
Number
of
|
|
Average
|
|
Intrinsic
|
|
|||
|
|
Warrants
|
|
Exercise
Price
|
|
Value
|
||||
|
||||||||||
Outstanding
June 30, 2006
|
80,110,137
|
$
|
0.1106
|
$
|
73,383
|
|||||
Issued
during the period
|
---
|
---
|
||||||||
Expired
|
(242,857
|
)
|
$
|
0.1424
|
||||||
Exercised
|
---
|
---
|
||||||||
Outstanding
December 31, 2006
|
79,867,280
|
$
|
0.0904
|
$
|
---
|
|||||
Warrants
to be issued
|
4,639,842
|
|||||||||
Total
|
84,507,122
|
Range
of
Exercise
Prices
|
Total
Warrants
Outstanding
|
Weighted
Average
Remaining
Life
(Years)
|
Total
Weighted
Average
Exercise
Price
|
Warrants
Exercisable
|
Weighted
Average
Exercise
Price
of
Exercisable
Warrants
|
$0.01
- $0.09
|
47,435,476
|
2.40
|
0.040
|
47,435
476
|
0.040
|
$0.10
- $0.20
|
30,325,068
|
1.41
|
0.044
|
30,325,068
|
0.044
|
$0.20
- $1.00
|
2,106,736
|
0.02
|
0.026
|
2,106,736
|
0.026
|
79,867,280
|
3.83
|
0.110
|
79,867,280
|
0.110
|
c. |
Common
Stock Reserved
|
d. |
Stock
Option Agreements
|
|
|
Options
|
|
Weighted
|
|
Aggregate
|
|
|||
|
|
Outstanding
|
Average
|
Intrinsic
|
||||||
Exercise
|
Value
|
|||||||||
.
|
Price
|
|
||||||||
Outstanding
June 30, 2006
|
16,303,943 |
$
|
0.045
|
$
|
-----
|
|||||
Granted
during the year
|
- |
|
||||||||
Exercised
|
-
|
|
||||||||
Expired/forfeited
|
-
|
|||||||||
Outstanding
December 31, 2006
|
16,303,943 |
$
|
0.045
|
$
|
-----
|
Range
of
Exercise
Prices
|
Total
Options
Outstanding
|
Weighted
Average
Remaining
Life
(Years)
|
Total
Weighted
Average
Exercise
Price
|
Options
Exercisable
|
Weighted
Average
Exercise
Price
|
$0.01
- $0.09
|
13,000,881
|
3.35
|
0.024
|
13,000,881
|
0.024
|
$0.10
- $0.20
|
3,303,062
|
0.48
|
0.021
|
3,303,062
|
0.021
|
16,303,943
|
3.83
|
0.045
|
16,303,943
|
0.045
|
Risk-free
interest rate
|
3.40
|
%
|
||
Dividend
yield
|
0
|
%
|
||
Volatility
|
100
|
%
|
Risk-free
interest rate
|
3.40
|
%
|
||
Dividend
yield
|
0
|
%
|
||
Volatility
|
100
|
%
|
Risk-free
interest rate
|
3.93
|
%
|
||
Dividend
yield
|
0
|
%
|
||
Volatility
|
100
|
%
|
e. |
Stock
transactions approved by the shareholders
|
2007
|
$
|
94,066
|
||
2008
|
47,456
|
|||
$
|
141,522
|
· |
Over
the past decade, businesses have invested considerable capital in
technology hardware and software. Receiving relevant information
into
these systems in a timely manner is becoming more valuable and important
to companies. We provide services to capture data and images and
transfer
them into information systems. Larger organizations are focused on
enterprise wide systems to shorten turnaround time, lower cost of
doing
business and increase management analytics. Smaller organizations
are
finding it more difficult to compete unless they adopt similar strategies.
This is creating increased demand for the services we provide to
large and
small organizations alike.
|
· |
The
expansion of the internet to a worldwide resource has made workers
available to process and catalogue information in other countries.
This
has made the labor arbitrage of outsourcing of information services
overseas a growing and attractive business. It is a growing business
to
outsource from areas in the world where there is a high cost for
educated
labor to areas of the world where there is a lower cost of educated
labor.
We provide timely access to relevant information to the overseas
information worker. A shift in this trend could impact our business
|
· |
Sapphire
Consulting Service, our wholly owned subsidiary, accounted for 36%
of our
revenue and totaled $289,351 for the six months ending December 31,
2006.
Sapphire was formed in May 2005 and had limited operation for the
12
months ending June 30, 2005. The loss of key personnel or relationships
needed to fulfill and obtain new business could adversely impact
our
financial results.
|
· |
Fed-Ex/Kinko—We
are a subcontractor for services to FedEx Kinko’s customers. Revenue from
our relationship with FedEx Kinko’s totaled $307,881 and represents 38% of
the total revenue for the six months ended December 31, 2006. The
loss of
this relationship could adversely impact our financial
results.
|
· |
Manhattan
Data, Inc - We entered into a partnership agreement with Manhattan
Data
whereas the two companies sell and resell their respective services
separately and as a combined solution. For the six
months ended December 31,
2006, revenue from this relationship totaled $19,359 and represented
2% of
our total revenue. At
this time we
are seeing increased demand from our customers for the services we
offer
through this partnership.
If this relationship develops as planned this could represent a material
portion of our revenues.
|
· |
Increased
Sales and Marketing -We have been applying funds raises from a recent
financing with Cornell Capital to increase sales and marketing efforts.
The result has been an increased awareness of us and our services.
This
increased awareness has led to an increasing amount of new proposals
we
have submitted for new business. Management believes that we will
be able
to convert a portion of these proposals into new business although
there
are no assurances that we will be able to obtain contracts with any
of
these potential clients. The inability to obtain new business could
adversely impact our financial
results.
|
· |
We
had a master services agreement to deliver on-site mortgage processing
services for GMAC Residential Mortgage at their Ditech.com facility
in
Costa Mesa, CA. We are no longer providing services to this customer.
The
loss of this customer represents a material loss and will adversely
affect
our revenues and/or income from operations unless we are able to
obtain
one or more new customers to offset this
loss.
|
- |
· |
$200,000
fee payable to Yorkville Advisors LLC, the general partner of Cornell
Capital;
|
· |
$20,000
fee payable to Yorkville Advisors LLC, the general partner of Cornell
Capital;
|
· |
$20,000
structuring fee payable to Yorkville Advisors LLC, the general partner
of
Cornell Capital; and
|
· |
$5,000
due diligence fee payable to Cornell
Capital.
|
· |
If
we pay a stock dividend, engage in a stock split, reclassify our
shares of
common stock or engage in a similar transaction, the conversion price
of
the secured convertible debentures will be adjusted proportionately;
|
· |
If
we issue rights, options or warrants to all holders of our common
stock
(and not to Cornell Capital) entitling them to subscribe for or purchase
shares of common stock at a price per share less than $0.0662 per
share,
other than issuances specifically permitted be the securities purchase
agreement, then the conversion price of the secured convertible debentures
will be adjusted on a weighted-average
basis;
|
· |
If
we issue shares, other than issuances specifically permitted be the
securities purchase agreement, of our common stock or rights, warrants,
options or other securities or debt that are convertible into or
exchangeable for shares of our common stock, at a price per share
less
than $0.0662 per share, then the conversion price will be adjusted
to such
lower price on a full-ratchet
basis;
|
· |
If
we distribute to all holders of our common stock (and not to Cornell
Capital) evidences of indebtedness or assets or rights or warrants
to
subscribe for or purchase any security, then the conversion price
of the
secured convertible debenture will be adjusted based upon the value
of the
distribution as a percentage of the market value of our common stock
on
the record date for such
distribution;
|
· |
If
we reclassify our common stock or engage in a compulsory share exchange
pursuant to which our common stock is converted into other securities,
cash or property, Cornell Capital will have the option to either
(i)
convert the secured convertible debentures into the shares of stock
and
other securities, cash and property receivable by holders of our
common
stock following such transaction, or (ii) demand that we prepay the
secured convertible debentures; and
|
· |
If
we engage in a merger, consolidation or sale of more than one-half
of our
assets, then Cornell Capital will have the right to (i) demand that
we
prepay the secured convertible debentures, (ii) convert the secured
convertible debentures into the shares of stock and other securities,
cash
and property receivable by holders of our common stock following
such
transaction, or (iii) in the case of a merger or consolidation, require
the surviving entity to issue to a convertible debenture with similar
terms.
|
31.1
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
promulgated under the Securities and Exchange Act of 1934, as
amended
|
31.2
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a),
promulgated under the Securities and Exchange Act of 1934, as
amended
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002 (Chief Executive
Officer)
|
32.2
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002 (Chief Financial
Officer)
|
Date:
February 20, 2007
|
By:
/s/
ROBERT STEELE
|
Robert
Steele
|
|
Chief
Executive Officer (Principal Executive Officer) and
Director
|
|
Date:
February 20, 2007
|
By:
/s/
ANDREW HAAG
|
Andrew
Haag
|
|
Chief
Financial Officer (Principal Financial Officer and
Principal
Accounting Officer) and Director
|