2
PART I
FORWARD-LOOKING STATEMENTS
Certain statements contained in this filing are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to financial results and plans for future business development activities, and are thus prospective. These statements appear in a number of places in this Form 10-QSB and include all statements that are not statements of historical fact regarding intent, belief or our current expectations, with respect to, among other things: (i) our financing plans; (ii) trends affecting our financial condition or results of operations; (iii) our growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may," "would," "could," "will," "expect," "estimate," "anticipate," "believe," "intend," "plans," and similar expressions and variations thereof are intended to identify forward-looking statements.
Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond our ability to control. Actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Among the key risks, assumptions and factors that may affect operating results, performance and financial condition are changes in technology, fluctuations in our quarterly results, ability to continue and manage our growth, liquidity and other capital resources issues, competition and the other factors discussed in detail in our filings with the Securities and Exchange Commission.
3
FINANCIAL STATEMENTS
Madsen & Associates, CPA’s Inc.
Certified Public Accountants and Business Consultants
684 East Vine Street #3
Murray, Utah 84107
Tel no:- 801-268-2632
Fax no: - 801-262-3978
REPORT ON REVIEW BY INDEPENDENT
CERTIFIED PUBLIC ACCOUTANT
The Board of Directors
QuadTech International, Inc.
We have reviewed the balance sheet of the above company as of January 31,2008 and the related statements of operations and cash flows for the periods then ended. These financial statements are the responsibility of the company’s management.
We conducted the review in accordance with standards established by the American Institute of Certified Public Accountants. A review of the interim financial information consists principally of applying procedures to financial data and making inquiries of the persons responsible for the financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted accounting standards, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly we do not express an opinion.
Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
__________________________
Madsen & Associates CPA’s Inc.
Salt Lake City, Utah
March 14, 2008
4
FINANCIAL STATEMENTS
The accompanying balance sheet of QuadTech International, Inc. and Subsidiary at January 31, 2008 and statement of operations for the three months ended January 31, 2008 and 2007, and the cash flows for the three months ended January 31, 2008 and 2007 have been prepared by the Company’s management and they include all the information and notes to the financial statements necessary for a complete presentation of the financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of results of operations and financial position have been included and all such adjustments are of a normal recurring nature.
Operating results for the three months ended January 31, 2008 are not necessarily indicative of the results that can be expected for the year ending October 31, 2008.
March 14, 2008
5
QUADTECH INTERNATIONAL INC. AND SUBSIDIARY
( DEVELOPMENT STAGE COMPANY)
UNAUDITED
|
CONSOLIDATED BALANCE SHEET as at: |
|
|
|
|
|
|
| ||||||
|
Cash |
|
$ |
0 |
|
$ |
6 |
| ||||||
|
Cash |
|
$ |
0 |
|
$ |
6 |
| ||||||
|
Total Current Assets |
|
$ |
0 |
|
$ |
6 |
| ||||||
|
EQUIPMENT |
|
$ |
0 |
|
$ |
0 |
| ||||||
|
- net of accumulated depreciation OTHER ASSETS Available-for-sale securities |
|
$ |
390 |
|
$ |
390 |
| ||||||
|
|
|
$ |
390 |
|
$ |
396 |
| ||||||
|
LIABILITIES AND STOCKHOLDERS' DEFICIENCY CURRENT LIABILITIES |
|
|
|
|
|
|
| ||||||
|
Bank Overdraft |
|
$ |
2 |
|
|
0 |
| ||||||
|
Note payable |
|
$ |
32,431 |
|
$ |
32,431 |
| ||||||
|
Accrued interest payable |
|
$ |
19,001 |
|
$ |
17,924 |
| ||||||
|
Accounts payable |
|
$ |
87,042 |
|
$ |
83,586 |
| ||||||
|
Accrued rent payable |
|
$ |
41,435 |
|
$ |
41,435 |
| ||||||
|
Accounts payable - related parties |
|
$ |
382,366 |
|
$ |
382,137 |
| ||||||
|
Total Current Liabilities |
|
$ |
562,273 |
|
$ |
557,513 |
| ||||||
|
STOCKHOLDERS' DEFICIENCY Common stock |
|
$ |
28,929 |
|
$ |
28,929 |
| ||||||
|
200,000,000 shares authorized, at $0.001 par value; 28,929,565 shares issued and outstanding |
|
|
|
|
|
|
| ||||||
|
Capital in excess of par value |
|
$ |
3,650,475 |
|
$ |
3,650,475 |
| ||||||
|
Deficit accumulated during development stage |
|
$ |
(4,241,289 |
) |
$ |
(4,236,521 |
) | ||||||
|
Total Stockholders' Deficiency |
|
$ |
(561,885 |
) |
$ |
(557,117 |
) | ||||||
|
|
|
$ |
390 |
|
$ |
396 |
| ||||||
The accompanying notes are an integral part of these financial statements
6
QUADTECH INTERNATIONAL INC. AND SUBSIDIARY
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS JANUARY 31, 2008 AND 2007 AND THE PERIOD
MAY 10, 2002 (DATE OF INCEPTION OF SUBSIDIARY) TO JANUARY 31, 2008
UNAUDITED
|
|
|
|
31 January 2008 |
|
|
31 January 2007 |
|
10 May -02 to 31 January 2008 |
|
|
REVENUES |
|
$ |
- |
|
$ |
- |
$ |
80,756 |
|
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
Professional and consulting |
|
|
- |
|
|
- |
|
4,132,782 |
|
|
Administrative |
|
|
3,691 |
|
|
9,955 |
|
149,253 |
|
|
Depreciation |
|
|
- |
|
|
- |
|
19,253 |
|
|
|
|
$ |
3,691 |
|
$ |
9,955 |
|
4,301,288 |
|
|
NET (LOSS) FROM OPERATIONS OTHER |
|
|
(3,691 |
) |
|
(9,955 |
) |
(4,220,532 |
) |
|
Interest |
|
|
(1,078 |
) |
|
(987 |
) |
(11,147 |
) |
|
(Loss) in Investment - unrealized |
|
|
- |
|
|
- |
|
($9,610 |
) |
|
NET LOSS |
|
$ |
(4,768 |
) |
$ |
(10,301 |
) |
($4,241,289 |
) |
|
NET LOSS PER COMMON SHARE Basic and diluted |
|
|
(0.00 |
) |
|
(0.00) |
|
|
|
|
AVERAGE OUTSTANDING SHARES (stated in 1,000's) |
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
28,930 |
|
|
28,930 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements
7
QUADTECH INTERNATIONAL INC. AND SUBSIDIARY
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JANUARY 31, 2008 AND 2007 AND THE PERIOD
MAY 10, 2002 (DATE OF INCEPTION OF SUBSIDIARY) TO JANUARY 31, 2008
UNAUDITED
|
|
|
|
|
|
|
10-May-02 |
| |||
|
|
|
|
31 Jan |
|
|
31 Jan |
|
|
to 31 Jan |
|
|
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
CASH FLOWS FROM |
|
|
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(4,768 |
) |
$ |
(10,942 |
) |
$ |
(4,241,289 |
) |
|
Adjustments to reconcile net |
|
|
|
|
|
|
|
|
|
|
|
loss to net cash provided by |
|
|
|
|
|
|
|
|
|
|
|
operating activities |
|
$ |
- |
|
$ |
- |
|
|
|
|
|
Depreciation |
|
$ |
- |
|
$ |
- |
|
$ |
19,253 |
|
|
Unrealized Loss in Investment |
|
$ |
- |
|
$ |
- |
|
$ |
9,610 |
|
|
Stock issued for services and |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
|
expenses |
|
$ |
- |
|
$ |
- |
|
$ |
3,585,232 |
|
|
Changes in accounts receivables |
|
$ |
- |
|
$ |
- |
|
$ |
0 |
|
|
Changes in accounts payable |
|
$ |
4,533 |
|
$ |
10.928 |
|
$ |
173,809 |
|
|
Net Cash Provided (Used) in |
|
|
|
|
|
|
|
|
|
|
|
Operations |
|
$ |
(235 |
) |
$ |
(14 |
) |
$ |
(453,386 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING |
|
|
|
|
|
|
|
|
|
|
|
ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
Purchase office equipment |
|
$ |
- |
|
$ |
- |
|
$ |
(19,253 |
) |
|
Purchase available-for-sale |
|
|
|
|
|
|
|
|
|
|
|
securities |
|
$ |
- |
|
$ |
- |
|
$ |
(10,000 |
) |
|
|
|
$ |
(235 |
) |
$ |
(14 |
) |
$ |
(29,253 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING |
|
|
|
|
|
|
|
|
|
|
|
ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common |
|
|
|
|
|
|
|
|
|
|
|
Common stock and stock |
|
|
|
|
|
|
|
|
|
|
|
Subscriptions received |
|
$ |
- |
|
$ |
- |
|
$ |
100,500 |
|
|
Advances from related parties |
|
|
227 |
|
|
|
|
|
382,137 |
|
|
Net Increase (Decrease) in Cash |
|
$ |
(8 |
) |
$ |
(14 |
) |
$ |
(2 |
) |
|
Cash at Beginning of Period |
|
$ |
6 |
|
$ |
30 |
|
|
|
|
|
Cash at End of Period |
|
$ |
(2 |
) |
$ |
16 |
|
$ |
(2 |
) |
8
|
|
|
|
|
|
|
|
|
|
|
|
|
NON CASH FLOWS FROM OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 580,000 shares common capital stock for |
|
|
|
|
|
|
|
|
|
|
|
Services - founders stock - 2002 |
|
|
|
|
|
|
|
$ |
1,000 |
|
|
Contributions to capital - expenses - 2002 |
|
|
|
|
|
|
|
$ |
4,800 |
|
|
Issuance of 61,774 shares common capital stock - |
|
|
|
|
|
|
|
|
|
|
|
Acquisition of Covenant - 2003 |
|
$ |
- |
|
|
|
|
$ |
(137,456 |
) |
|
Issuance of 657,500 shares common capital stock for |
|
|
|
|
|
|
|
|
|
|
|
Services and expenses |
|
|
|
|
|
|
|
$ |
720,050 |
|
|
Issuance of 46,000 shares common capital stock |
|
|
|
|
|
|
|
|
|
|
|
For services - 2004 |
|
|
|
|
|
|
|
$ |
230,000 |
|
|
Issuance of 45,000 shares common capital stock |
|
|
|
|
|
|
|
|
|
|
|
For services - 2005 |
|
$ |
- |
|
|
|
|
$ |
225,000 |
|
|
Issuance of 7,730,303 shares common capital stock |
|
|
|
|
|
|
|
|
|
|
|
For services - 2006 |
|
|
|
|
|
|
|
$ |
2,340,182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
9
QUADTECH INTERNATIONAL INC. AND SUBSIDIARY
(DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD MAY 10, 2002 (DATE OF INCEPTION OF SUBSIDIARY) TO JANUARY 31, 2008
UNAUDITED
|
|
|
|
|
|
|
|
|
CAPITAL IN |
|
|
| |||||
|
|
|
COMMON STOCK |
|
|
|
EXCESS OF |
|
ACCUMULATED |
| |||||||
|
|
|
SHARES |
|
AMOUNT |
|
|
|
PAR VALUE |
|
DEFICIT |
| |||||
|
BALANCE MAY 10, 2002 |
|
|
- |
|
$ |
- |
</ | |||||||||