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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 333-6440
Q-SEVEN SYSTEMS, INC.
(Exact Name of Small Business Issuer as Specified in its Charter)
Utah
(State or Other Jurisdiction of
Incorporation or Organization)
Mittelstr. 11-13, 40789 Monheim, Germany
(Address of Principal Executive Offices)
87-0567618
(I.R.S. Employer
Identification No.)
011-49-2173-39220
(Issuer's Telephone Number)
Check whether the issuer: (1) has 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 |X|
NO |_|
The number of shares outstanding of the issuer's common stock, $0.001 par
value, as of August 11, 2000 was 12,500.000.
Transitional Small Business Disclosure Format: YES |_| NO |X|
THIS QUARTERLY REPORT ON FORM 10-QSB OMITS, PURSUANT TO RULE 12b25 UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, ITEM 1 (FINANCIAL STATEMENTS)
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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<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
[TO BE COMPLETED BY AMENDMENT UPON COMPLETION OF OUR INTERIM FINANCIAL
STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2000]
Item 2. Management's Discussion and Analysis.
[TO BE COMPLETED BY AMENDMENT UPON COMPLETION OF OUR INTERIM FINANCIAL
STATEMENTS FOR THE PERIOD ENDED JUNE 30, 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.
Not applicable.
Item 5. Other Information.
Amendment and Restatement of By-Laws. On June 28, 2000, by unanimous
written consent of our Board of Directors, we amended and restated our By-Laws.
For a complete understanding of the amendments, please refer to our Amended and
Restated By-Laws, which are attached hereto as Exhibit 3.2 and incorporated by
reference.
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<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Index to Exhibits
<TABLE>
<CAPTION>
Incorporated by Reference
Exhibit Form Date Exhibit Filed
Number Exhibit Description Type Filed Number Herewith
-------- --------------------- ------ ------- -------- ---------
<S> <C> <C> <C> <C>
3.1 Articles of Incorporation, as amended 10-QSB 8/16/99 3.1
3.2 Amended and Restated By-laws, as X
currently in effect
3.3 Form of Stock Certificate 8-A 10/29/99 3.3
10.1 License Agreement between Q-Seven 10-QSB 8/16/99 10.1
Systems GmbH and Q-Seven Nevada
10.2 Agreement and Plan of Share Exchange 8-K 6/9/99 III
dated May 24, 1999
10.3 Consulting Agreement dated May 27, 1999 10-KSB 4/14/00 10.3
between Q-Seven Systems, Inc. and Mr.
Barry A. Ellsworth
10.4 Termination Agreement dated April 17, 10-QSB 5/16/00 10.4
2000 between Q-Seven Systems, Inc. and
Mr. Barry A. Ellsworth
10.5 Agreement dated May 24, 2000 between Q- 10-QSB/A 5/26/00 10.5
Seven Systems, Inc. and Omni Software
Systems, Inc.*
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* Certain material from this agreement has been omitted and confidential
treatment has been requested therefor pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended. All such omitted material
has been filed separately with the Commission.
</TABLE>
(b) Reports on Form 8-K
Not applicable.
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<PAGE>
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: August 14, 2000 /s/ Philipp S. Kriependorf
_________________________
Philipp S. Kriependorf
President, Chief Executive Officer
and Chief Financial Officer
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