California
|
77-0505346
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
Part
I
|
Page
|
||
Item
1.
|
Description
of Business.
|
4
|
|
Item
2.
|
Description
of Property.
|
13
|
|
Item
3.
|
Legal
Proceedings.
|
13
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders.
|
14
|
|
Part
ll
|
Page
|
||
Item
5.
|
Market
for Common Equity and Related Stockholder Matters.
|
15
|
|
Item
6.
|
Management's
Discussion and Analysis or Plan of Operation.
|
18
|
|
Item
7.
|
Financial
Statements
|
F-1
|
|
Item
8.
|
Changes
In and Disagreements With Accountants on Accounting and Financial
Disclosure.
|
22
|
|
Item
8A.
|
Controls
and Procedures.
|
22
|
|
Item
8B.
|
Other
Information.
|
23
|
|
Part
lll
|
Page
|
||
Item
9.
|
Directors,
Executive Officers, Promoters and Control Persons; Compliance with
Section
16(a)
|
||
of
the Exchange Act.
|
24
|
||
Item
10.
|
Executive
Compensation.
|
25
|
|
Item
11.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
26
|
|
Item
12.
|
Certain
Relationships and Related Transactions.
|
29
|
|
Item
13.
|
Exhibits.
|
30
|
|
Item
14.
|
Principal
Accountant Fees and Services.
|
33
|
|
Signatures.
|
34
|
|
|
|
|
|
|
Number
|
|
%
of
|
|
||||
%
Below
|
|
Price
Per
|
|
With
Discount
|
|
of
Shares
|
|
Outstanding
|
|
||||
Market
|
|
Share
|
|
at
5%
|
|
Issuable
|
|
Stock
|
|||||
25%
|
$
|
0.0225
|
$
|
0.021375
|
93,567,252
|
38.15
|
%
|
||||||
50%
|
$
|
0.015
|
$
|
0.01425
|
140,350,878
|
48.06
|
%
|
||||||
75%
|
$
|
0.0075
|
$
|
0.007125
|
380,701,755
|
71.51
|
%
|
· | that a broker or dealer approve a person's account for transactions in penny stocks; and |
·
|
the
broker or dealer receive from the investor a written agreement to
the
transaction, setting forth the identity and quantity of the penny
stock to
be purchased.
|
· | obtain financial information and investment experience objectives of the person; and |
·
|
make
a reasonable determination that the transactions in penny stocks
are
suitable for that person and the person has sufficient knowledge
and
experience in financial matters to be capable of evaluating the risks
of
transactions in penny stocks.
|
·
|
sets
forth the basis on which the broker or dealer made the suitability
determination; and
|
· | that the broker or dealer received a signed, written agreement from the investor prior to the transaction. |
Fiscal
Year 2005
|
|||||||
High
|
Low
|
||||||
First
Quarter
|
$
|
0.21
|
$
|
0.14
|
|||
Second
Quarter
|
$
|
0.26
|
$
|
0.16
|
|||
Third
Quarter
|
$
|
0.20
|
$
|
0.10
|
|||
Fourth
Quarter
|
$
|
0.18
|
$
|
0.10
|
Fiscal
Year 2006
|
|||||||
High
|
Low
|
||||||
First
Quarter
|
$
|
0.12
|
$
|
0.07
|
|||
Second
Quarter
|
$
|
0.08
|
$
|
0.05
|
|||
Third
Quarter
|
$
|
0.09
|
$
|
0.06
|
|||
Fourth
Quarter
|
$
|
0.07
|
$
|
0.04
|
Fiscal
Year 2007
|
|||||||
High
|
Low
|
||||||
First
Quarter (1)
|
$
|
0.05
|
$
|
0.03
|
|||
Second
Quarter
|
xxx
|
Xxx
|
|||||
Third
Quarter
|
xxx
|
Xxx
|
|||||
Fourth
Quarter
|
xxx
|
Xxx
|
(1)
|
As
of September 25, 2006.
|
Page
|
||
Reports
of Independent Registered Public Accounting Firm
|
F-2
|
|
Consolidated
Balance Sheet as of June 30, 2006 and June 30, 2005
|
F-3
|
|
Consolidated
Statements of Operations for the years ended June
30, 2006 and 2005
|
F-4
|
|
Consolidated
Statement of Stockholders' Equity for the years ended June 30, 2006
and
2005
|
F-5
|
|
Consolidated
Statements of Cash Flows for the years ended June
30, 2006 and 2005
|
F-6
|
|
Notes
to Consolidated Financial Statements
|
F-7
|
QUINTEK
TECHNOLOGIES, INC. AND SUBSIDIARIES
|
||
CONSOLIDATED
BALANCE SHEET
|
||
as
of June 30 2006
|
||
(Unaudited)
|
ASSETS
|
||||
Current
assets:
|
||||
Cash
and cash equivalents
|
$
|
410,007
|
||
Accounts
receivable, net of allowance for doubtful accounts of $370
|
227,621
|
|||
Total
current assets
|
637,628
|
|||
Property
and equipment, net
|
448,197
|
|||
Other
assets:
|
||||
Deposits
|
108,935
|
|||
Other
assets (Restated)
|
883
|
|||
Total
other assets
|
109,818
|
|||
$
|
1,195,643
|
|||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||
Current
liabilities:
|
||||
Accounts
payable and accrued expenses
|
$
|
990,737
|
||
Factoring
payable
|
136,722
|
|||
Payroll
and payroll taxes payable
|
181,565
|
|||
Payroll
taxes assumed in merger
|
96,661
|
|||
Advances
from lenders
|
36,736
|
|||
Loans
payable
|
326,681
|
|||
Notes
payable
|
62,590
|
|||
Convertible
bonds
|
62,495
|
|||
Convertible
debentures
|
210,674
|
|||
Convertible
notes
|
50,500
|
|||
Warrant
Liability (Restated)
|
1,967,637
|
|||
Deferred
revenue
|
8,421
|
|||
Dividend
payable
|
32,633
|
|||
Total
current liabilities
|
4,164,052
|
|||
Long-term
debt
|
28,741
|
|||
Stockholders'
deficit:
|
||||
Preferred
stock, convertible, no par value, 50,000,000 shares
authorized,
|
||||
3,154,750
shares issued and outstanding
|
681,605
|
|||
Common
stock, $0.01 par value, 200,000,000 shares authorized,
|
||||
148,170,604
shares issued and outstanding
|
1,481,706
|
|||
Additional
paid-in capital (Restated)
|
30,655,361
|
|||
Shares
to be issued
|
156,750
|
|||
Stock
subscription receivable
|
(776,250
|
)
|
||
Prepaid
consulting
|
(113,455
|
)
|
||
Unrealized
gain on marketable securities
|
(90,859
|
)
|
||
Investments
held in escrow
|
(40,002
|
)
|
||
Accumulated
deficit (Restated)
|
(34,952,008
|
)
|
||
Total
stockholders' deficit
|
(2,997,151
|
)
|
||
Total
liabilities and stockholders' deficit
|
$
|
1,195,643
|
QUINTEK
TECHNOLOGIES, INC. AND SUBSIDIARIES
|
||||
CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS
|
For
the twelve month period ended June 30,
|
|||||||
2006
|
2005
|
||||||
Restated
|
|||||||
Net
revenue
|
$
|
2,307,402
|
$
|
1,547,923
|
|||
Cost
of revenue
|
1,522,814
|
1,070,001
|
|||||
Gross
margin
|
784,588
|
477,922
|
|||||
|
|||||||
Operating
expenses:
|
|||||||
Selling,
general and administrative
|
3,832,925
|
2,200,476
|
|||||
Permanent
decline on value of marketable securities
|
-
|
2,338,321
|
|||||
Stock-based
compensation
|
485,456
|
||||||
Stock-based
consulting fees
|
1,026,518
|
1,443,517
|
|||||
Total
operating expenses
|
5,344,899
|
5,982,314
|
|||||
Loss
from operations
|
(4,560,311
|
)
|
(5,504,392
|
)
|
|||
Non-operating
income (expense):
|
|||||||
Realized
gain on investment
|
113,700
|
-
|
|||||
Other
income
|
15,810
|
6,961
|
|||||
Loss
on conversion of debt
|
-
|
(594,892
|
)
|
||||
Uncollectible
from former officers
|
(10,989
|
)
|
104,051
|
||||
Beneficial
conversion feature
|
(110,924
|
)
|
(317,021
|
)
|
|||
Change
in Fair Value of Warrants
|
677,008
|
-
|
|||||
Interest
Income
|
7,557
|
11,109.00
|
|||||
Interest
expense
|
(571,674
|
)
|
(1,122,703
|
)
|
|||
Total
non-operating income (expense)
|
120,488
|
(1,912,495
|
)
|
||||
Loss
before provision for income taxes
|
(4,439,823
|
)
|
(7,416,887
|
)
|
|||
Provision
for income taxes
|
800
|
800
|
|||||
Net
loss
|
(4,440,623
|
)
|
(7,417,687
|
)
|
|||
Dividend
requirement for preferred stock
|
16,057
|
16,575
|
|||||
Net
loss applicable to common shareholders
|
(4,456,680
|
)
|
(7,434,262
|
)
|
|||
Other
comprehensive (loss)/gain:
|
|||||||
Reclassification
adjustment
|
(4,080
|
)
|
-
|
||||
Unrealized
gain for the period
|
9,317
|
-
|
|||||
Comprehensive
loss
|
$
|
(4,451,443
|
)
|
$
|
(7,434,262
|
)
|
|
Basic
and diluted net loss per share
|
$
|
(0.04
|
)
|
$
|
(0.10
|
)
|
|
Basic
and diluted net loss per share for dividend
|
|||||||
for
preferred stock
|
$
|
0.00
|
$
|
0.00
|
|||
Basic
and diluted net loss per share applicable to
|
|||||||
common
shareholders
|
$
|
(0.04
|
)
|
$
|
(0.10
|
)
|
|
Basic
and diluted weighted average
|
|||||||
shares
outstanding
|
125,051,937
|
77,455,774
|
QUINTEK
TECHNOLOGIES, INC. AND SUBSIDIARY
|
||||||||||||||||||||||||||||||||
STATEMENTS
OF STOCKHOLDERS' DEFICIT
|
||||||||||||||||||||||||||||||||
FOR
THE YEARS ENDED JUNE 30, 2006 AND
2005
|
Preferred
Stock
|
Common
Stock
|
|
|
|
|||||||||||||||||||||||||||||||||
Number
of
Shares
|
Amount
|
Number
of
Shares
|
Amount
|
Additional
Paid
in Capital
|
Shares
to
be Issued
|
Prepaid
Consulting
Fees
|
Investment
in
Escrow
|
Stock
Subscription
|
Accumulated
Deficit
|
Other
Comprehensive
Loss
|
Total
Stockholders'
Deficit
|
||||||||||||||||||||||||||
Balance
at June 30, 2004
|
-
|
$
|
-
|
48,749,994
|
$
|
487,500
|
$
|
20,475,680
|
$
|
40,000
|
$
|
(35,798
|
)
|
$
|
-
|
$
|
(23,061,065
|
)
|
$
|
-
|
$
|
(2,093,683
|
)
|
||||||||||||||
Issuance
of shares for cash
|
-
|
-
|
2,750,000
|
27,500
|
196,000
|
-
|
-
|
-
|
-
|
-
|
223,500
|
||||||||||||||||||||||||||
Issuance
of shares for debt settlement
|
1,027,602
|
280,262
|
12,132,736
|
121,327
|
578,679
|
-
|
-
|
-
|
-
|
-
|
980,268
|
||||||||||||||||||||||||||
Conversion
of preferred stocks
|
(1,345,184
|
)
|
(696,315
|
)
|
3,624,320
|
36,243
|
660,072
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Issuance
of shares for services
|
2,342,000
|
367,400
|
3,894,560
|
38,946
|
510,731
|
-
|
-
|
-
|
-
|
-
|
917,077
|
||||||||||||||||||||||||||
Issuance
of shares for conversion of bond
|
1,372,332
|
760,658
|
7,426,098
|
74,261
|
225,239
|
-
|
-
|
-
|
-
|
-
|
1,060,158
|
||||||||||||||||||||||||||
Issuance
of shares for purchase of investment
|
-
|
-
|
14,000,000
|
140,000
|
2,520,000
|
-
|
-
|
-
|
-
|
-
|
2,660,000
|
||||||||||||||||||||||||||
Shares
to be issued for services
|
-
|
-
|
-
|
-
|
-
|
8,000
|
-
|
-
|
-
|
-
|
8,000
|
||||||||||||||||||||||||||
Shares
issued for services
|
40,000
|
40,000
|
-
|
-
|
-
|
(40,000
|
)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||
Common
stock options granted
|
-
|
-
|
-
|
-
|
1,676,375
|
-
|
-
|
-
|
-
|
-
|
1,676,375
|
||||||||||||||||||||||||||
Issuance
of shares upon exercise of warrants
|
-
|
-
|
5,902,824
|
59,028
|
720,940
|
-
|
-
|
-
|
-
|
-
|
779,968
|
||||||||||||||||||||||||||
Amortization
of warrants granted
|
-
|
-
|
-
|
-
|
2,950
|
-
|
32,678
|
-
|
-
|
-
|
35,628
|
||||||||||||||||||||||||||
Investment
held in escrow
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(126,567
|
)
|
-
|
-
|
(126,567
|
)
|
||||||||||||||||||||||||
Unrealized
loss on investment
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(8,374
|
)
|
(8,374
|
)
|
||||||||||||||||||||||||
Beneficial
conversion feature
|
-
|
-
|
-
|
-
|
427,948
|
-
|
-
|
-
|
-
|
-
|
427,948
|
||||||||||||||||||||||||||
Preferred
dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(16,576
|
)
|
-
|
(16,576
|
)
|
||||||||||||||||||||||||
Net
loss for the year ended June 30, 2005
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(7,417,687
|
)
|
-
|
(7,417,687
|
)
|
||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||
Balance
at June 30, 2005
|
3,436,750
|
$
|
752,005
|
98,480,532
|
$
|
984,806
|
$
|
27,994,613
|
$
|
8,000
|
$
|
(3,120
|
)
|
$
|
(126,567
|
)
|
$
|
-
|
(30,495,328
|
)
|
$
|
(8,374
|
)
|
$
|
(893,967
|
)
|
|||||||||||
Issuance
of shares for cash
|
-
|
-
|
8,666,666
|
86,667
|
178,333
|
-
|
-
|
-
|
-
|
-
|
-
|
265,000
|
|||||||||||||||||||||||||
Issuance
of shares for debt settlement
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||
Conversion
of preferred stocks
|
(282,000
|
)
|
(70,400
|
)
|
410,000
|
4,100
|
66,300
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Issuance
of shares for services
|
-
|
-
|
13,647,498
|
136,475
|
957,377
|
-
|
(110,335
|
)
|
-
|
-
|
-
|
-
|
983,517
|
||||||||||||||||||||||||
Issuance
of shares for conversion of debenture
|
-
|
-
|
9,529,866
|
95,299
|
(49,408
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
45,891
|
||||||||||||||||||||||||
Issuance
of shares for purchase of investment
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||
Issuance
of shares before cash receipt
|
-
|
-
|
16,500,000
|
165,000
|
611,250
|
-
|
-
|
-
|
(776,250
|
)
|
-
|
-
|
-
|
||||||||||||||||||||||||
Shares
to be issued for services
|
-
|
-
|
-
|
-
|
-
|
(8,000
|
)
|
-
|
-
|
-
|
-
|
-
|
(8,000
|
)
|
|||||||||||||||||||||||
Shares
to be issued for conversion and sales
|
-
|
-
|
-
|
-
|
-
|
156,750
|
-
|
-
|
-
|
-
|
-
|
156,750
|
|||||||||||||||||||||||||
Common
stock options granted to employees
|
-
|
-
|
-
|
-
|
485,456
|
-
|
-
|
-
|
-
|
-
|
-
|
485,456
|
|||||||||||||||||||||||||
Common
stock options granted for services
|
-
|
-
|
-
|
-
|
619,547
|
-
|
-
|
-
|
-
|
-
|
-
|
619,547
|
|||||||||||||||||||||||||
Issuance
of shares upon exercise of warrants
|
-
|
-
|
936,042
|
9,360
|
483,304
|
-
|
-
|
-
|
-
|
-
|
-
|
492,664
|
|||||||||||||||||||||||||
Amortization
of warrants granted
|
-
|
-
|
-
|
-
|
3,045
|
-
|
-
|
-
|
-
|
-
|
-
|
3,045
|
|||||||||||||||||||||||||
Investment
held in escrow
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
86,565
|
-
|
-
|
-
|
86,565
|
|||||||||||||||||||||||||
Unrealized
loss on investment
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(82,485
|
)
|
(82,485
|
)
|
||||||||||||||||||||||||
Beneficial
conversion feature
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||
Preferred
dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(16,057
|
)
|
-
|
(16,057
|
)
|
|||||||||||||||||||||||
Value
of warrants transferred to liability (Restated)
|
(694,456
|
)
|
(694,456
|
)
|
|||||||||||||||||||||||||||||||||
Net
loss for the year ended June 30, 2006 (Restated)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(4,440,623
|
)
|
-
|
(4,440,623
|
)
|
|||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||||||
Balance
at June 30, 2006
|
3,154,750
|
$
|
681,605
|
148,170,604
|
$
|
1,481,706
|
$
|
30,655,361
|
$
|
156,750
|
$
|
(113,455
|
)
|
$
|
(40,002
|
)
|
$
|
(776,250
|
)
|
(34,952,008
|
)
|
$
|
(90,859
|
)
|
$
|
(2,997,151
|
)
|
QUINTEK
TECHNOLOGIES, INC. AND SUBSIDIARIES
|
|||||||||||
CONSOLIDATED
STATEMENT OF CASH FLOWS
|
Twelve
months periods ended
|
|||||||
June
30, 2006
|
|||||||
2006
|
2005
|
||||||
(Restated)
|
|||||||
OPERATING
ACTIVITIES
|
|||||||
Net
loss
|
$
|
(4,440,623
|
)
|
$
|
(7,417,687
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operations:
|
|||||||
Depreciation
and amortization
|
173,379
|
130,666
|
|||||
Inventory
write-off
|
-
|
(6,758
|
)
|
||||
Discount
on factor
|
12,091
|
-
|
|||||
Expenses
paid by a note payable
|
13,564
|
-
|
|||||
Issuance
of shares for consulting services
|
983,517
|
918,129
|
|||||
Loss
on conversion of debt
|
-
|
594,892
|
|||||
Shares
to be issued for compensation
|
-
|
8,000
|
|||||
Permanent
decline on value of marketable securities
|
-
|
2,338,321
|
|||||
Bad
Debts
|
370
|
-
|
|||||
Uncollectible
from former officers
|
10,989
|
-
|
|||||
Gain
on the sale of the investment
|
(113,700
|
)
|
-
|
||||
Change
in Fair value of Warrants
|
(677,008
|
)
|
-
|
||||
Beneficial
conversion feature expense
|
110,924
|
317,021
|
|||||
Amortization
of the Unamortized discount
|
109,214
|
-
|
|||||
Finance
Expense
|
1,185,904
|
-
|
|||||
Stock
options granted
|
485,456
|
1,636,652
|
|||||
Warrants
granted to consultant
|
619,547
|
-
|
|||||
Commission
paid out of investments
|
-
|
66,500
|
|||||
Note
Conversion Expense
|
104,674
|
-
|
|||||
Gain
on legal settlement
|
(7,827
|
)
|
-
|
||||
Changes
in current assets and liabilities:
|
|||||||
(Increase)
decrease in accounts receivable
|
87,657
|
(286,542
|
)
|
||||
Decrease
in inventory
|
-
|
6,758
|
|||||
Decrease
in other current assets
|
-
|
6
|
|||||
(Increase)
decrease in prepaid expenses
|
5,562
|
(300
|
)
|
||||
(Increase)
decrease in deposits
|
643
|
(101,162
|
)
|
||||
Increase
in accounts payable
|
163,508
|
424,494
|
|||||
Increase
(decrease) in payroll taxes payable
|
(20,090
|
)
|
14,517
|
||||
(Decrease)
in deferred revenue
|
(16,656
|
)
|
(61,963
|
)
|
|||
Net
cash used in operating activities
|
(1,208,903
|
)
|
(1,418,456
|
)
|
|||
INVESTING
ACTIVITIES
|
|||||||
Acquisition
of equipment
|
(36,146
|
)
|
(175,764
|
)
|
|||
(Increase)
decrease in restricted cash
|
260,087
|
(252,625
|
)
|
||||
Proceeds
from sale of marketable securities
|
233,938
|
-
|
|||||
Net
cash provided by/ (used in) investing activies
|
457,879
|
(428,389
|
)
|
||||
FINANCING
ACTIVITIES
|
|||||||
Payments
on factoring payable
|
(466,160
|
)
|
(135,586
|
)
|
|||
Proceeds
from factor
|
364,326
|
229,292
|
|||||
Payments
on leases
|
(128,540
|
)
|
(48,260
|
)
|
|||
Proceeds
from issuance of debentures
|
750,000
|
300,000
|
|||||
Proceeds
from convertible bonds
|
-
|
250,000
|
|||||
Proceeds
from convertible notes
|
50,500
|
200,000
|
|||||
Cash
received for shares to be issued
|
151,750
|
-
|
|||||
Proceeds
from sale of stocks
|
265,000
|
-
|
|||||
Prepayments
for warrants to be issued for note conversion
|
125,000
|
295,000
|
|||||
Proceeds
from issuance of common stock upon exercise of warrants
|
59,400
|
1,003,468
|
|||||
Payments
of notes payable
|
(22,914
|
)
|
(250,000
|
)
|
|||
Net
cash provided by financing activities
|
1,148,361
|
1,843,914
|
|||||
Net
increase (decrease) in cash and cash equivalents
|
397,338
|
(2,931
|
)
|
||||
Cash
and cash equivalents, beginning balance
|
12,669
|
15,600
|
|||||
Cash
and cash equivalents, ending balance
|
$
|
410,007
|
$
|
12,669
|
1.
|
DESCRIPTION
OF BUSINESS
|
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF
ASSETS
|
Accounts
payable
|
$
|
510,014
|
||
Accrued
interest
|
321,070
|
|||
Accrued
legal fees
|
38,250
|
|||
121,403
|
||||
$
|
990,737
|
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.
|
3.
|
RESTRICTED
CASH
|
4. |
PROPERTY
AND EQUIPMENT
|
Computer
and office equipment
|
$
|
817,158
|
||
Other
depreciable assets
|
102,881
|
|||
Furniture
and fixture
|
40,653
|
|||
960,692
|
||||
Accumulated
depreciation
|
(512,495
|
)
|
||
$
|
448,197
|
5.
|
EMPLOYEE
RECEIVABLES
|
Notes
receivable from employees, unsecured, due
on June 30, 2019, interest at 4% per annum
|
$
|
260,854
|
||
Interest
receivable in connection with the above employee
receivables
|
38,592
|
|||
299,446
|
||||
(299,446
|
)
|
|||
$
|
-
|
6.
|
OTHER
ASSETS
|
Subscription
Receivable
|
$
|
58,349
|
||
Allowance
on Subscription Receivable
|
(57,466
|
)
|
||
$
|
883
|
7. |
NOTE
PAYABLE
|
8. |
FACTORING
PAYABLE
|
9. |
PAYROLL
TAXES-ASSUMED IN MERGER
|
10. |
LOANS
PAYABLE
|
Leases
payable, interest at 7.9% to 20%, due various dates
|
$
|
268,972
|
||
in
2005 to 2008 ( the company is in default for these loans)
|
||||
Lease
payable, interest at 17.8%, due in 2007
|
17,083
|
|||
Note
payable, interest at 5.75%, due July 30, 2006
|
13,564
|
|||
(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)
|
||||
$
|
326,681
|
11. |
ADVANCES
FROM LENDER
|
12. |
CONVERTIBLE
BONDS
|
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
|
||||
41,141
|
||||
$
|
62,495
|
13. |
CONVERTIBLE
DEBENTURES
|
14. |
CONVERTIBLE
NOTES
|
15. |
STOCKHOLDERS'
DEFICIT
|
a.
|
Common
Stock and Warrants
|
Annual
rate of quarterly dividends
|
0.00%
|
Discount
rate - Bond Equivalent Yield
|
3.93%
|
3
years
|
|
Expected
volatility
|
100%
|
Number
|
|
|||
|
|
of
|
|
|
|
|
Warrants
|
||
Outstanding
June 30, 2005
|
15,206,857
|
|||
Issued
during the period
|
70,394,322
|
|||
Expired
|
(2,555,000
|
)
|
||
Exercised
|
(2,936,042
|
)
|
||
Outstanding
June 30, 2006
|
80,110,137
|
|||
4,639,842
|
||||
Total
|
84,749,979
|
Options
Outstanding
|
Weighted
Average Exercise Price
|
Aggregate
Intrinsic Value .
|
||||||||
Outstanding
June 30, 2005
|
9,470,317
|
$
|
0.93
|
$
|
26,611
|
|||||
Granted
during the year
|
7,233,626
|
|||||||||
Exercised
|
-
|
|||||||||
Expired/forfeited
|
(400,000
|
)
|
||||||||
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
|
%
|
2006
|
2005
|
||||||
Net
loss attributed to common stockholders:
|
|||||||
As
reported
|
$
|
(2,946
|
)
|
$
|
(7,418
|
)
|
|
Compensation
recognized under APB 25
|
—
|
40
|
|||||
Compensation
recognized under SFAS 123
|
—
|
(1,718
|
)
|
||||
Pro
forma
|
$
|
(2,946
|
)
|
$
|
(9,096
|
)
|
|
Basic
and diluted loss per common share:
|
|||||||
As
reported
|
$
|
(0.02
|
)
|
$
|
(0.10
|
)
|
|
Pro
forma
|
$
|
(0.02
|
)
|
$
|
(0.12
|
)
|
16. |
INCOME
TAXES
|
2006
|
2005
|
||||||
Current:
|
|||||||
Federal
|
$
|
(1,515,271
|
)
|
$
|
(2,527,649
|
)
|
|
State
|
(267,401
|
)
|
(446,056
|
)
|
|||
Deferred
taxes
|
1,783,472
|
2,974,505
|
|||||
Income
tax expense (benefit)
|
$
|
800
|
$
|
800
|
2006
|
2005
|
||||||
Tax
expense (credit) at statutory rate-federal
|
(34
|
%)
|
(34
|
%)
|
|||
State
tax expense net of federal tax
|
(6
|
%)
|
(6
|
%)
|
|||
Permanent
differences
|
-
|
-
|
|||||
Valuation
allowance
|
40
|
%
|
40
|
%
|
|||
Tax
expense at actual rate
|
-
|
-
|
Deferred
tax assets:
|
||||
Net
operating loss carry forward
|
$
|
12,096,879
|
||
Less
valuation allowance
|
(12,096,879
|
)
|
||
Net
deferred tax assets
|
$
|
-
|
17. |
SUPPLEMENTAL
DISCLOSURE OF CASH FLOWS
|
·
|
1,529,169
shares were issued for conversion of note payable of
$91,750.
|
·
|
9,529,866
shares were issued for conversion of debenture of
$45,891.
|
18. |
MAJOR
CUSTOMERS AND SUPPLIERS
|
19. |
COMMITMENTS
AND CONTINGENCIES
|
2007
|
$
|
93,218
|
||
94,913
|
||||
$
|
188,131
|
Previously
Reported
|
|
Increase
(Decrease)
|
|
Restated
|
||||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||||||||
Current
liabilities:
|
||||||||||
Warrant
Liability
|
—
|
1,967,637
|
1,967,637
|
|||||||
Stockholders'
deficit:
|
||||||||||
Additional
paid-in capital
|
31,349,818
|
(694,457
|
)
|
30,655,361
|
||||||
Accumulated
deficit
|
(33,457,095
|
)
|
(1,494,913
|
)
|
(34,952,008
|
)
|
|
|
|
Previously
Reported
|
|
|
Increase
(Decrease)
|
|
|
Restated
|
|
Change
in fair value of warrants
|
2,171,921
|
(1,494,913
|
)
|
677,008
|
|
|
|
Previously
Reported
|
|
|
Increase
(Decrease)
|
|
|
Restated
|
|
Change
in Fair value of Warrants
|
(2,171,921
|
)
|
1,494,913
|
(677,008
|
)
|
Names:
|
Ages
|
Titles:
|
|
Board
of Directors
|
||
Robert
Steele
|
39
|
Chief
Executive Officer
|
Director
|
|||
Andrew
Haag
|
38
|
Chief
Financial Officer
|
Director
|
Long-Term
Compensation
|
|||||||||||||||||||||||||
Annual
Compensation
|
Awards
|
Payouts
|
|||||||||||||||||||||||
Name
and
Principal
Position
|
Fiscal
Year
|
Annual
Salary
|
Annual
Bonus
|
Other
Annual
Compensation
|
Restricted
Stock
Awards
|
Securities
Underlying
Options/SARs
|
LTIP
Payouts
|
All
Other
Compensation
|
|||||||||||||||||
($)
|
($)
|
($)
(1)
|
($)
|
(#)
|
($)
|
($)
|
|||||||||||||||||||
Robert
Steele,
|
2005
|
141,364
|
0
|
6,000
|
0
|
3,370,813
|
0
|
0
|
|||||||||||||||||
Chairman
and
|
2005
|
85,500
|
0
|
15,438
|
1,000,000
|
4,267,276
|
0
|
0
|
|||||||||||||||||
CEO
|
2004
|
72,000
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||
Andrew
Haag,
|
2005
|
141,339
|
0
|
6,000
|
0
|
3,370,813
|
0
|
0
|
|||||||||||||||||
CFO
|
2005
|
85,500
|
0
|
15,433
|
1,000,000
|
4,267,276
|
0
|
0
|
|||||||||||||||||
2004
|
72,000
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||
Robert
|
2005
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||
Brownell,
|
2004
|
119,000
|
(2)
|
0
|
0
|
250,000
|
611,062
|
0
|
0
|
||||||||||||||||
President
|
2003
|
37,500
|
(3)
|
0
|
0
|
0
|
0
|
0
|
0
|
1) |
These
amounts represent our payments to provide an automobile and health
insurance for Mr. Steele and Mr.
Haag.
|
2) |
Mr.
Brownell resigned on March 31,
2005.
|
3) |
Represents
compensation received by Brownell while serving as our President
from
March 12, 2004 to June 30, 2004.
|
· |
by
each person who is known by us to beneficially own more than 5% of
our
common stock;
|
· |
by
each of our officers and directors; and
|
· |
by
all of our officers and directors as a group.
|
NAME
AND ADDRESS OF OWNER
|
TITLE
OF CLASS
|
|
|
NUMBER
OF
SHARES
OWNED
(1)
|
|
|
|
PERCENTAGE
OF
CLASS
OWNED
(2)
|
|||
Robert
Steele
|
|||||||||||
17951
Lyons Circle
|
|||||||||||
Huntington
Beach, CA 92647
|
Common
Stock
|
9,038,089
|
(3)
|
5.64
|
%
|
||||||
|
|||||||||||
Andrew
Haag
|
|||||||||||
17951
Lyons Circle
|
|||||||||||
Huntington
Beach, CA 92647
|
Common
Stock
|
8,554,616
|
(4)
|
5.41
|
%
|
||||||
|
|||||||||||
All
Officers and Directors
|
|||||||||||
As
a Group (2 persons)
|
Common
Stock
|
17,592,705
|
(5)
|
10.55
|
%
|
||||||
Zubair
Kazi
|
Common
Stock
|
9,720,536
|
(6)
|
6.35
|
%
|
||||||
Langley
Park Investments PLC
|
Common
Stock
|
14,000,000
|
(7)
|
8.45
|
%
|
||||||
Robert
Steele
|
Series
A Preferred Stock
|
1,000,000
|
32.81
|
%
|
|||||||
Andrew
Haag
|
Series
A Preferred Stock
|
1,000,000
|
32.81
|
%
|
|||||||
Robert
Steele
|
Series
D Preferred Stock
|
1,000,000
|
50.00
|
%
|
|||||||
Andrew
Haag
|
Series
D Preferred Stock
|
1,000,000
|
50.00
|
%
|
Plan
Category
|
Number
of Shares
to
be Issued
Upon
Exercise of
Outstanding
Options,
Warrants
and
Rights
|
Weighted-Average
Exercise
Price
of
Outstanding
Options,
Warrants
and
Rights
|
Number
of Shares
Remaining
Available
for
Future
Issuance
Under
Equity
Compensation
Plans
(Excluding
Shares
Reflected
in
the First
Column)
|
|||||||
Equity
compensation plans approved by shareholders
|
—
|
—
|
36,822,500
|
|||||||
Equity
compensation plans not approved by shareholders
|
—
|
—
|
—
|
|||||||
Total
|
—
|
—
|
36,822,500
|
Exhibit
No.
|
Description
|
|
2.1
|
Agreement
and Plan of Reorganization between Quintek Technologies, Inc.,
and Juniper
Acquisition Corporation, filed as an exhibit to the current report
on Form
8-K filed with the Securities and Exchange Commission on February
25, 2000
and incorporated herein by reference.
|
|
3.1
|
Articles
of Incorporation, filed as an exhibit to the annual report on Form
10-KSB
filed with the Securities and Exchange Commission on October 16,
2000 and
incorporated herein by reference.
|
|
3.2
|
Bylaws
of the Company, filed as an exhibit to the annual report on Form
10-KSB
filed with the Securities and Exchange Commission on October 16,
2000 and
incorporated herein by reference.
|
|
4.1
|
Form
of Irrevocable Proxy Granted to Chief Executive Officer dated January
30
or 31, 2003, filed as an exhibit to the quarterly report on Form
10-QSB
filed with the Securities and Exchange Commission on February 14,
2003 and
incorporated herein by reference.
|
|
4.2
|
Securities
Purchase Agreement, dated May 17, 2006, by and between Quintek
Technologies, Inc. and Cornell Capital Partners L.P., filed as
an exhibit
to the Current Report on Form 8-K, filed with the Commission on
May 24,
2006 and incorporated herein by reference.
|
|
4.3
|
Secured
Convertible Debenture issued to Cornell Capital Partners LP, dated
May 17,
2006, filed as an exhibit to the Current Report on Form 8-K, filed
with
the Commission on May 24, 2006 and incorporated herein by
reference.
|
|
4.4
|
Warrant
to purchase 10,415,000 shares of Common Stock, dated May 17, 2006,
issued
to Cornell Capital Partners L.P., filed as an exhibit to the Current
Report on Form 8-K, filed with the Commission on May 24, 2006 and
incorporated herein by reference.
|
|
4.5
|
Warrant
to purchase 12,500,000 shares of Common Stock, dated May 17, 2006,
issued
to Cornell Capital Partners L.P., filed as an exhibit to the Current
Report on Form 8-K, filed with the Commission on May 24, 2006 and
incorporated herein by reference.
|
|
4.6
|
Warrant
to purchase 17,857,000 shares of Common Stock, dated May 17, 2006,
issued
to Cornell Capital Partners L.P., filed as an exhibit to the Current
Report on Form 8-K, filed with the Commission on May 24, 2006 and
incorporated herein by reference.
|
|
4.7
|
Warrant
to purchase 15,625,000 shares of Common Stock, dated May 17, 2006,
issued
to Cornell Capital Partners L.P., filed as an exhibit to the Current
Report on Form 8-K, filed with the Commission on May 24, 2006 and
incorporated herein by reference.
|
|
4.8
|
Registration
Rights Agreement, dated May 17, 2006, by and between Quintek Technologies
Inc. and Cornell Capital Partners L.P., filed as an exhibit to
the Current
Report on Form 8-K, filed with the Commission on May 24, 2006 and
incorporated herein by reference.
|
|
4.9
|
Security
Agreement, dated May 17, 2006, by and between Quintek Technologies
Inc.
and Cornell Capital Partners L.P., filed as an exhibit to the Current
Report on Form 8-K, filed with the Commission on May 24, 2006 and
incorporated herein by reference.
|
|
4.10
|
Security
Agreement, dated May 17, 2006, by and between Quintek Services,
Inc. and
Cornell Capital Partners L.P., filed as an exhibit to the Current
Report
on Form 8-K, filed with the Commission on May 24, 2006 and incorporated
herein by reference.
|
4.11
|
Security
Agreement, dated May 17, 2006, by and between Sapphire Consulting
Services
and Cornell Capital Partners L.P., filed as an exhibit to the Current
Report on Form 8-K, filed with the Commission on May 24, 2006 and
incorporated herein by reference.
|
|
4.12
|
Amendment
No. 1 to Securities Purchase Agreement, dated May 17, 2006, by
and between
Quintek Technologies, Inc. and Cornell Capital Partners L.P. (filed
herewith).
|
|
4.13
|
Amendment
No. 1 to Registration Rights Agreement, dated May 17, 2006, by
and between
Quintek Technologies, Inc. and Cornell Capital Partners L.P. (filed
herewith).
|
|
4.14
|
Amendment
No. 1 to Warrant to purchase 10,415,000 shares of Common Stock,
dated May
17, 2006, issued to Cornell Capital Partners L.P. (filed
herewith).
|
|
4.15
|
Amendment
No. 1 to Warrant to purchase 12,500,000 shares of Common Stock,
dated May
17, 2006, issued to Cornell Capital Partners L.P. (filed
herewith).
|
|
4.16
|
Amendment
No. 1 to Warrant to purchase 17,857,000 shares of Common Stock,
dated May
17, 2006, issued to Cornell Capital Partners L.P. (filed
herewith).
|
|
4.17
|
Amendment
No. 1 to Warrant to purchase 15,625,000 shares of Common Stock,
dated May
17, 2006, issued to Cornell Capital Partners L.P. (filed
herewith).
|
|
10.1
|
Consulting
Agreement between Quintek Technologies, Inc. and Robert Steele
dated
December 16, 2002, filed as an exhibit to the registration statement
on
Form S-8 filed with the Securities and Exchange Commission on March
11,
2003 and incorporated herein by reference.
|
|
10.2
|
Consulting
Agreement between Quintek Technologies, Inc. and Zubair Kazi dated
January
31, 2003, filed as an exhibit to the registration statement on
Form S-8
filed with the Securities and Exchange Commission on March 11,
2003 and
incorporated herein by reference.
|
|
10.3
|
Warrant
Agreement between Quintek Technologies, Inc. and Zubair Kazi dated
January
31, 2003, filed as an exhibit to the registration statement on
Form S-8
filed with the Securities and Exchange Commission on March 11,
2003 and
incorporated herein by reference.
|
|
10.4
|
Purchase
Order Financing Agreement dated June 2, 2003 between Kazi Management
VI,
LLC and Quintek Technologies, Inc., filed as an exhibit to the
registration statement on Form S-8 filed with the Securities and
Exchange
Commission on August 18, 2003 and incorporated herein by
reference.
|
|
10.5
|
Employment
Agreement between Quintek Technologies, Inc. and Robert Steele
dated
January 31, 2003, filed as an exhibit to the annual report on Form
10-KSB
filed with the Securities and Exchange Commission on October 14,
2003 and
incorporated herein by reference.
|
|
10.6
|
Employment
Agreement between Quintek Technologies, Inc. and Andrew Haag dated
January
31, 2003, filed as an exhibit to the annual report on Form 10-KSB
filed
with the Securities and Exchange Commission on October 14, 2003
and
incorporated herein by reference.
|
|
14.1
|
Code
of Ethical Conduct adopted June 10, 2003, filed as an exhibit to
the
current report on Form 8-K filed with the Securities and Exchange
Commission on October 13, 2004 and incorporated herein by
reference.
|
|
14.2
|
Audit
Committee Charter adopted June 11, 2003, filed as an exhibit to
the
current report on Form 8-K filed with the Securities and Exchange
Commission on October 13, 2004 and incorporated herein by
reference.
|
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)
|
QUINTEK
TECHNOLOGIES, INC.
|
||
|
|
|
Date:
October 3, 2007
|
By: | /s/ JAMES KERNAN |
James
Kernan
|
||
Chief
Executive Officer (Principal Executive
Officer)
|
Date:
October 3, 2007
|
By: | /s/ ANDREW HAAG |
Andrew
Haag
|
||
Chief
Financial Officer (Principal Financial Officer and
Principal
Accounting Officer)
|
Name
|
Position
|
Date
|
||
/s/
JAMES KERNAN
|
Chief
Executive Officer (Principal Executive Officer)
|
October
3, 2007
|
||
James Kernan |
and Director | |||
/s/
ANDREW HAAG
|
Chief
Financial Officer (Principal Financial Officer
|
October
3, 2007
|
||
Andrew Haag |
and Principal Accounting Officer) and Director |