SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
333-6440
(Commission File Number)
Q-SEVEN SYSTEMS, INC.
(Exact Name of Small Business Issuer as Specified in its Charter)
UTAH 87-0567618
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
MITTELSTR. 11-13 011-49-2173-392 20
40789 MONHEIM, GERMANY (Issuer's Telephone number)
(Address of Principal Executive Offices)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [ ] No
[X]
The number of shares outstanding of the issuer's commons stock, $0.001 par
value, as of May 12, 2000 was 12,500,000.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
THIS QUARTERLY REPORT ON FORM 10-QSB OMITS, PURSUANT TO RULE 12b-25 UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, ITEM 1 (FINANCIAL INFORMATION)
AND ITEM 2 (MANAGEMENT'S DISCUSSION AND ANALYSIS) OF PART I OF FORM 10-QSB AS
WELL AS EXHIBIT 27.1 (FINANCIAL DATA SCHEDULE).
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PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
[TO BE COMPLETED BY AMENDMENT UPON COMPLETION OF OUR INTERIM
FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2000]
Item 2. Management's Discussion and Analysis.
[TO BE COMPLETED BY AMENDMENT UPON COMPLETION OF OUR INTERIM FINANCIAL
STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2000]
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
There are no actions, suits, proceedings or governmental investigations
pending, or to the knowledge of our management threatened, against our company
or any of our subsidiaries.
Item 2. Changes in Securities and Use of Proceeds.
Not applicable.
Item 3. Default Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of the holders of our common
stock through the solicitation of proxies of otherwise during the first quarter
of the year 2000.
Item 5. Other Information.
The Consulting Agreement with our former officer and director, Barry A.
Ellsworth, has been terminated effective August 5, 1999 pursuant to a
Termination Agreement dated April 17, 2000. A copy of the Termination Agreement
has been filed as an Exhibit to this Quarterly Report and is incorporated herein
by reference.
Item 6. Exhibits and Reports on Form 8-K.
EXHIBITS
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EXHIBIT NO. DESCRIPTION
3.1 Articles of Incorporation, as amended: Incorporated herein by
reference to Exhibit 3.1 to the report on Form
10-QSB for the quarter ended June 30, 1999.
3.2 By-laws, as amended: Incorporated herein by reference to Exhibit
3.2 to the report on Form 10-QSB for the period ended September
30, 1999.
3.3 Form of Stock Certificate: Incorporated herein by reference to
Exhibit 3.3 to the Registration Statement on Form 8-A, filed on
October 29, 1999.
10.1 License Agreement between Q-Seven Systems GmbH and Q-Seven
Nevada: Incorporated herein by reference to Exhibit 10.1 to the
Report on Form 10-QSB for the quarter ended June 30, 1999.
10.2 Agreement and Plan of Share Exchange dated May 24, 1999:
Incorporated herein by reference to Exhibit III to the Report on
Form 8-K filed on June 9, 1999.
10.3 Consulting Agreement dated May 27, 1999 between Q-Seven
Systems, Inc. and Mr. Barry A. Ellsworth: Incorporated herein by
reference to Exhibit 10.3 to the Report on Form 10-KSB for the
fiscal year ended December 31, 1999.
10.4 Termination Agreement dated April 17, 2000 between Q-Seven
Systems, Inc. and Mr. Barry A. Ellsworth.*
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* Filed herewith.
REPORTS ON FORM 8-K
There were no reports on Form 8-K filed by us with the Securities and
Exchange Commission during the first quarter of the year 2000.
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In accordance with the requirements of the Exchange Act, the registrant
caused this request to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: May 16, 2000 /s/ Philipp Kripendorf
_________________________
Philipp Kriependorf
President, Chief Executive
Officer and Chief Financial
Officer
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
3.1 Articles of Incorporation, as amended: Incorporated herein by
reference to Exhibit 3.1 to the report on
Form 10-QSB for the period ended June 30,
1999.
3.2 By-laws, as amended: Incorporated herein by reference to
Exhibit 3.2 to the report on Form 10-QSB for the period ended
September 30, 1999.
3.3 Form of Stock Certificate: Incorporated herein by reference to
Exhibit 3.3 to the Registration Statement on Form 8-A, filed on
October 29, 1999.
10.1 License Agreement between Q-Seven Systems GmbH and Q-
Seven Nevada: Incorporated herein by reference to Exhibit 10.1
to the report on Form 10-QSB for the period ended June 30,
1999.
10.2 Agreement and Plan of Share Exchange dated May 24, 1999:
Incorporated herein by reference to Exhibit III to the Report on
Form 8-K filed on June 9, 1999.
10.3 Consulting Agreement dated May 27, 1999 between Q-Seven Systems,
Inc. and Mr. Barry A. Ellsworth: Incorporated herein by reference
to Exhibit 10.3 to the Report on Form 10-KSB for the fiscal year
ended December 31, 1999.
10.4 Termination Agreement dated April 17, 2000 between Q-Seven
Systems, Inc. and Mr. Barry A. Ellsworth.*
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* Filed herewith.
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TERMINATION AGREEMENT
TERMINATION AGREEMENT (this "Termination Agreement") dated as of April 17,
2000, by and between Q-Seven Systems, Inc., a Utah corporation ("Q-Seven"), and
Mr. Barry A. Ellsworth ("Ellsworth," and together with Q-Seven, the "Parties").
WHEREAS, Q-Seven and Ellsworth are the parties to that certain Consulting
Agreement dated May 27, 1999 (the "Consulting Agreement"), a copy of which is
attached hereto as Exhibit A; and
WHEREAS, pursuant to the Consulting Agreement, Ellsworth was to perform
services for Q-Seven as an independent contractor;
WHEREAS, Q-Seven and Ellsworth desire to terminate the Consulting
Agreement.
NOW THEREFORE, in consideration of the premises and the mutual covenants
set forth herein, and other good and valuable consideration, the receipt and
sufficiency which are hereby acknowledged, the parties agree as follows:
The Consulting Agreement and all rights and obligations of the Parties
thereunder are hereby terminated effective as of August 5, 1999 and each of the
Parties shall take such further action as is reasonably necessary to effect such
termination.
As consideration for the termination of the Consulting Agreement and of all
rights and obligations of the Parties thereunder, Q-Seven shall pay to Ellsworth
on the date hereof, the sum of $10 (the "Termination Fee"). The Termination Fee
shall be payable by Q-Seven to Ellsworth by delivery of a check in the amount of
the Termination Fee.
This Termination Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which shall
constitute one and the same agreement.
Ellsworth, his successors, assigns or agents hereby release, remise, and
forever discharge Q-Seven, its predecessors, subsidiaries, affiliates, related
entities, successors in interest, assigns, directors, officers, employees,
agents, representatives, and owners, from any and all claims, demands, causes of
action, obligations, damages, costs and expenses, known or unknown, of any kind,
nature, or description, which Ellsworth has, may have had or may hereafter
assert arising from or related in any way to this Termination Agreement or the
Consulting Agreement.
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Q-Seven, its successors, assigns and agents hereby release, remise, and
forever discharge Ellsworth, his affiliates, related entities, successors in
interest, assigns, employees, agents, and representatives, from any and all
claims, demands, causes of action, obligations, damages, costs and expenses,
known or unknown, of any kind, nature, or description, which Q- Seven has, may
have had or may hereafter assert arising from or related in any way to this
Termination Agreement or the Consulting Agreement.
This Termination Agreement contains the entire agreement between the
Parties with regard to the matters set forth herein. The Parties shall bear
their own attorneys' fees and costs incurred in connection with any dispute or
difference arising out of or related to this Termination Agreement.
This Agreement is binding on and shall inure to the benefit of the Parties
and their current and future agents, employees, representatives, officers,
directors, partners, shareholders, subsidiary companies, parent companies,
affiliates, assigns and successors.
The Parties enter into this Termination Agreement after having fully
reviewed this Agreement, and the attached Consulting Agreement, in particular
paragraph (6) of the Consulting Agreement, and after having had an opportunity
to ask any questions regarding either agreement and after fully understanding
the contents of both agreements.
This Termination Agreement shall be governed by and construed in accordance
with the laws of the State of Utah applicable to contracts executed in and to be
fully performed in such State, without giving effect to its conflicts of laws
statutes, rules or principles.
* * * * *
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IN WITNESS WHEREOF, the Parties have caused this Termination Agreement to
be executed as of the date first set forth above.
Q-SEVEN SYSTEMS, INC.
By: /s/ Philipp Kriependorf
Name: Philipp Kriependorf
Title: President
/s/ Barry A. Ellsworth
Barry A. Ellsworth
