SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1 TO THE
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999 Commission File No. 0-28541
QUINTEK TECHNOLOGIES, INC.
(Name of Small Business Issuer in its charter)
California 77-0505346
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
537 Constitution Avenue, Suite B
Camarillo, California 93012
(Address of principal executive offices)
Issuer's telephone number: 805-383-3904
JUNIPER ACQUISITION CORPORATION
1504 R. Street, N.W.
Washington, D.C. 20009
(Former name and former address)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 par value
(Title of Class)
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 No X
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Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best or registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [x]
State issuer's revenues for its most recent fiscal year: $0
At February 24, 2000, there were 10,871,578 outstanding shares of registrant's
Common Stock held by non-affiliates, with a market value of $13,9236,491
based on a closing bid quotation on the NASD OTC Bulletin Board on that date
of $1.281 per share.
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 and 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes X No
-------- --------
At February 24, 2000, a total of 16,891,066 shares of registrant's Common
Stock were outstanding and no shares of registrant's Preferred Stock were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None
Transitional Small Business Disclosure Format (check one): Yes No X
---- -----
Exhibit Index appears on page 7.
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TABLE OF CONTENTS
PART I.................................................................... 1
Item 1. Description of Business.................................. 1
Acquisition of Juniper Acquisition Corporation........... 1
Juniper Acquisition Corporation...........................1
Item 2. Description of Property...................................2
Item 3. Legal Proceedings.........................................2
Item 4. Submission of Matters to a Vote of Security Holders.......2
PART II....................................................................2
Item 5. Market Price of Juniper's Common Stock and Related
Stockholder Matters......................................2
Market Price..............................................2
Holders...................................................3
Dividends.................................................3
Item 6. Plan of Operation.........................................3
Search for Target Company.................................3
Juniper's Management......................................4
General Business Plan.....................................4
Competition...............................................4
Y2K Compliance............................................4
Item 7. Financial Statements and Supplementary Data.............. 5
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure......................5
PART III...................................................................5
Item 9. Directors, Executive Officers, Promoters and Control
Persons, Compliance with Section 16(a) of the Exchange
Act......................................................5
Compliance with Section 16(a) of the Exchange
Act......................................................6
Item 10. Executive Compensation....................................6
Item 11. Security Ownership of Certain Beneficial Owners and
Management...............................................6
Item 12. Certain Relationships and Related Transactions............7
Item 13. Exhibits, Lists, and Reports on Form 8-K..................7
SIGNATURES.................................................................8
FINANCIAL STATEMENTS.....................................................F-1
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QUINTEK TECHNOLOGIES, INC.
PART I
Item 1. Description of Business
This Amendment No. 1 to Quintek's annual report on Form 10-KSB for the year
ended December 31, 1999, corrects clerical errors that occurred in the
original report, filed earlier on this date, March 30, 2000.
Acquisition of Juniper Acquisition Corporation
Juniper Acquisition Corporation ('Juniper') was incorporated on March 24,
1999 under the laws of the State of Delaware to engage in any lawful
corporate undertaking, including, but not limited to, selected mergers and
acquisitions. It has been in the developmental stage since its inception and
as of December 31, 1999, has no operations to date other than issuing shares
to its original shareholder. On December 17, 1999, Juniper filed a Form
10-SB with the Securities Exchange Commission to voluntarily become a
reporting company under Section 12(g) of the Securities Exchange Act of 1934.
Juniper's Form 10-SB was declared effective by the SEC on January 10, 2000.
On February 24, 2000, Quintek Technologies, Inc. ("Quintek"), a California
corporation, acquired all of Juniper's outstanding shares of common stock
from Juniper's sole shareholder in exchange for 400,000 shares of Quintek's
common stock. As a result, Juniper became a wholly-owned subsidiary of
Quintek. Quintek also paid the shareholder, TPG Capital Corporation ('TPG')
$200,000 for services in 2000.
The consideration exchanged pursuant to the acquisition agreement was
negotiated between Juniper and Quintek. In evaluating the acquisition,
Juniper used criteria such as the value of our assets, our ability to compete
in the market place, our current anticipated business operations, and our
management's experience and business plan. In our evaluation of Juniper, we
placed a primary emphasis on Juniper's status as a reporting company under
Section 12(g) of the Securities Exchange Act, and Juniper's facilitation of
our becoming a reporting company under that Act. Our common stock is traded
on the OTC Bulletin Board, and the OTC Bulletin Board's rules required us to
become registered under the Securities Exchange Act of 1934 by March 7, 2000,
to continue to be eligible for quotation on the OTC Bulletin Board.
Upon effectiveness of the acquisition, pursuant to Rule 12g-3(a) of the
General Rules and Regulations of the Securities and Exchange Commission, we
became the successor issuer to Juniper for reporting purposes under the
Securities Exchange Act and elected to report under the Act effective
February 24, 2000. We filed a report on Form 8-K dated February 24, 2000,
reporting the Acquisition. The 8-K contains information on Quintek's plan of
business, properties, securities, and management. We filed a copy of the
acquisition agreement as an exhibit to the 8-K.
Because the acquisition occurred after December 31, 1999, we have not
reported on the 1999 operations of Quintek in this 10-KSB report. Our
original 8-K filing dated February 24, 2000, did not contain audited
financial statements of Quintek or pro forma of the combined entity, as
required by Item 7 of Form 8-K, and those financial statements are not yet
complete. We intend to file an amended 8-K containing the required financial
information within 75 days after the effective date of the acquisition.
Quintek had 16,491,066 shares of common stock issued and outstanding prior to
the acquisition and 16,891,066 shares issued and outstanding following the
acquisition.
Juniper Acquisition Corporation
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At December 31, 1999, Juniper had no operating history nor any revenues or
earnings from operations. Juniper has no significant assets or financial
resources. As of year end 1999, Juniper has operated at a loss. At December
31, 1999, TPG Capital Corporation, who was the sole shareholder of Juniper,
agreed to pay all expenses incurred by Juniper until a business combination
without repayment by Juniper.
In 1999, Juniper sought to locate and negotiate with a business entity for
the combination of that target company with Juniper. Juniper was formed to
provide a method for a foreign or domestic private company to become a
reporting ("public") company with a class of registered securities. As of
December 31, 1999, Juniper could not be sure it could enter into a business
combination, as to the terms of a business combination, or as to the nature
of the target company. Juniper negotiated and consummated the acquisition by
Quintek in February 2000.
Juniper's proposed business activities classified Juniper as a "blank check"
company. A blank check company is a development stage company that has no
specific business plan or purpose or has indicated that its business plan is
to engage in a merger or acquisition with an unidentified company or
companies. The Securities and Exchange Commission and certain states have
enacted statutes, rules and regulations limiting the sale of securities of
blank check companies. TPG, Juniper's sole shareholder executed and
delivered an agreement affirming that it would not sell or otherwise transfer
its shares except in connection with or following a business combination, and
no Juniper shares have been transferred except in the business combination
with Quintek.
At year end 1999, James M. Cassidy was the sole officer and director of
Juniper and the controlling shareholder of Juniper's then sole shareholder,
TPG Capital Corporation. Juniper had no employees nor were there any other
persons than Mr. Cassidy who devoted any of their time to its affairs.
Item 2. Description of Property
At December 31, 1999, Juniper had no properties and no agreements to acquire
any properties. Juniper used the offices of TPG Capital Corporation at no
cost to Juniper. TPG Capital Corporation continued this arrangement until the
Quintek acquisition.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
During the fourth quarter of fiscal 1999, no matters were submitted to a vote
of Juniper's security holders.
PART II
Item 5. Market Price of Juniper's Common Stock and
Related Stockholder Matters
Market Price
There has never been a public trading market for Juniper's Common Stock.
Quintek's common stock is quoted on the OTC Bulletin Board. Quintek's stock
is classified as a penny stock under SEC rules. The Securities and Exchange
Commission has adopted Rule 15g-9 which establishes the definition of a penny
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stock, for purposes relevant to Juniper, as any equity security that has a
market price of less than $5.00 per share or with an exercise price of less
than $5.00 per share whose securities are admitted to quotation but do not
trade on the Nasdaq SmallCap Market or on a national securities exchange.
For any transaction involving a penny stock, unless exempt, the rules
require:
(i) that a broker or dealer approve a person's account for
transactions in penny stocks and
(ii) 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.
In order to approve a person's account for transactions in penny
stocks, the broker or dealer must
(i) obtain financial information and investment experience and
objectives of the person; and
(ii) make a reasonable determination that the transactions in penny
stocks are suitable for that person and that person has sufficient
knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating to the penny
stock market, which, in highlight form,
(i) sets forth the basis on which the broker or dealer made the
suitability determination and
(ii) that the broker or dealer received a signed, written agreement
from the investor prior to the transaction. Disclosure also has
to be made about the risks of investing in penny stocks in both
public offerings and in secondary trading, and about commissions
payable to both the broker-dealer and the registered
representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in
penny stock transactions.
Finally, monthly statements have to be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks.
Holders
As of December 31, 1999, there was one holder of Juniper's Common Stock. The
issued and outstanding shares of Juniper's Common Stock were issued in
accordance with the exemptions from registration afforded by Section 4(2) of
the Securities Act of 1933 and Rule 506 promulgated thereunder.
Dividends
Juniper did not pay or issue any dividends in fiscal year 1999. Quintek has
not paid dividends to shareholders of its stock and has no present intention
to do so in the foreseeable future.
Item 6. Plan of Operation
Search for Target Company
In 1999, Juniper entered into an agreement with TPG Capital Corporation, its
then sole shareholder, to supervise the search for target companies as
potential candidates for a business combination. TPG Capital Corporation
agreed to pay all expenses of Juniper until a business combination was
effected, without repayment. James M. Cassidy, who was the sole officer and
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director of Juniper at December 31, 1999, was the sole officer and director
and controlling shareholder of TPG Capital Corporation.
At December 31, 1999, TPG Capital Corporation owned 5,000,000 shares of
Juniper's common stock for which it paid $500, or $.0001, par value, per
share.
Juniper's Management
At December 31, 1999, Juniper had no full time employees. James M. Cassidy
was the sole officer of Juniper and its sole director. Mr. Cassidy was also
the controlling shareholder of TPG Capital Corporation, Juniper's then sole
shareholder. As of December 31, 1999, Mr. Cassidy, as president of Juniper,
agreed to allocate a limited portion of his time to the activities of
Juniper without compensation.
As of December 31, 1999, Mr. Cassidy estimated that the business plan of
Juniper could be implemented by devoting approximately 10 to 25 hours per
month over the course of several months, but such a figure could not be
stated with precision. His activities included reviewing potential target
companies with a view to effecting a business combination, whenever he
identified a prospective business combination. Mr. Cassidy did not perform
any services on behalf of Juniper until after the effective date of Juniper's
registration statement.
General Business Plan
In 1999, Juniper's purpose was to seek, investigate and, if such
investigation warranted, acquire an interest in a business entity which
desired to seek the perceived advantages of a corporation which has a class
of securities registered under the Exchange Act. The search resulted in the
Quintek acquisition, which is the only business venture that Juniper will
likely partcipate in.
Juniper had no capital with which to provide prospective owners, such as
Quintek, with any cash or other assets. However, management believed Juniper
would be able to offer prospective owners, like Quintek, the opportunity to
acquire a controlling ownership interest in a reporting company without
incurring the cost and time required to conduct an initial public offering.
Management did not conduct market research and was not aware of statistical
data to support the perceived benefits of a business combination for the
owners of Quintek. At the time that Quintek acquired Juniper in February
2000, the NASD OTC Bulletin Board had informed Quintek that it would be
delisted from quotation on the Bulletin Board unless it became a registered
as a reporting company with the SEC by March 7, 2000. Acquiring Juniper
allowed Quintek to meet this requirement.
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934 (the "Exchange Act"), Juniper and its successor, Quintek, must provide
certain information about significant acquisitions including audited
financial statements of the acquired company. These audited financial
statements must be furnished within 75 days following the effective date of
the Quintek acquisition. When the acquisition occurred, Quintek did not have
audited financial statements. Quintek intends to obtain audited financial
statements within the required time frame, but such audited financials were
not available to Juniper at the time of the acquisition. If Quintek cannot
obtain the required financial statements within the required time frame,
Quintek may be delisted from the NASD OTC Bulletin Board, where its stock is
now quoted. If that happens, it will be more difficult to obtain current
price information on Quintek and the market for Quintek's stock will become
less active or might be discontinued altogether.
Competition
At December 31, 1999, Juniper was an insignificant participant among the
firms which engage in the acquisition of business opportunities. There are
many established venture capital and financial concerns which have
significantly greater financial and personnel resources and technical
expertise than Juniper.
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Y2K Compliance.
In general, Year 2000 issues relate to the way that many computer programs
refer to dates and their ability to recognize dates after the end of 1999.
In 1999, Juniper did not have operations and did not maintain computer
systems. Neither Quintek nor its suppliers or customers have had any Year
2000 problems to date.
Item 7. Financial Statements and Supplementary Data
See, pages F-1, et seq., included herein.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons,
Compliance with Section 16(a) of the Exchange Act
Name Age Position
James M. Cassidy 64 President, Secretary, Director
As of December 31, 1999, there were no agreements or understandings for the
officer or director to resign at the request of another person and the
above-named officer and director was not acting on behalf of or at the
direction of any other person.
Set forth below is the name of the director and officer of Juniper as of
December 31, 1999, all positions and offices with Juniper held, the period
during which he has served as such, and the business experience during at
least the last five years:
James Michael Cassidy, Esq., LL.B., LL.M., received a Bachelor of Science in
Languages and Linguistics from Georgetown University in 1960, a Bachelor of
Laws from The Catholic University School of Law in 1963, and a Master of Laws
in Taxation from The Georgetown University School of Law in 1968. From
1963-1964, Mr. Cassidy was law clerk to the Honorable Inzer B. Wyatt of the
United States District Court for the Southern District of New York. From
1964-1965, Mr. Cassidy was law clerk to the Honorable Wilbur K. Miller of the
United States Court of Appeals for the District of Columbia. From 1969-1975,
Mr. Cassidy was an associate of the law firm of Kieffer & Moroney and a
principal in the law firm of Kieffer & Cassidy, Washington, D.C. From 1975
to date, Mr. Cassidy has been a principal in the law firm of Cassidy &
Associates, Washington, D.C. and its predecessors, specializing in securities
law and related corporate and federal taxation matters. Mr. Cassidy is a
member of the bars of the District of Columbia and the State of New York, and
is admitted to practice before the United States Tax Court and the United
States Supreme Court.
In February 2000, after the Quintek acquisition. Mr. Cassidy resigned all
positions that he held with Juniper, and Quintek's existing management
assumed control of the combined entity. Quintek's management is described in
our 8-K report dated February 24, 2000.
Conflicts of Interest
As of December 31, 1999, James M. Cassidy, Juniper's sole officer and
director, had organized other companies of a similar nature and with a
similar purpose as Juniper. Consequently, there were potential inherent
conflicts of interest in acting as an officer and director of Juniper. Mr.
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Cassidy devoted only a portion of his time to Juniper's affairs. Mr.
Cassidy's beneficial and economic interest in all blank check companies with
which he is currently involved is identical.
Mr. Cassidy is the principal of Cassidy & Associates, a securities law firm
located in Washington, D.C. As such, demands on the time of Mr. Cassidy
detracted from the amount of time he devoted to Juniper. Mr. Cassidy devoted
as much time to the activities of Juniper as required. As of December 31,
1999, Mr. Cassidy estimated that the business plan of Juniper could be
implemented in theory by devoting approximately 10 to 25 hours per month over
the course of several months but such figure could not be stated with
precision. After the Quintek acquisition, Mr. Cassidy resigned his
positions with Juniper and the management of Quintek took complete control.
As of December 31, 1999, Mr. Cassidy was the president, director and
controlling shareholder of TPG Capital Corporation, a Delaware corporation,
which was the sole shareholder of Juniper. In the Quintek acquisition, TPG
Capital Corporation transferred all of the Juniper stock to Quintek in
exchange for 400,000 shares (about one fifth) of Quintek's stock.
TPG Capital Corporation has not stated whether it intends to hold or sell its
Quintek stock or acquire more Quintek stock.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 and Securities and
Exchange Commission regulations require that the Company's directors, certain
officers, and greater than 10 percent shareholders must file reports of
ownership and changes in ownership with the SEC and must furnish the Company
with copies of all such reports they file. Based solely on the information
furnshied to the Company, we believe that no person failed to file required
Section 16(a) reports on a timely basis during or in respect of 1999.
Item 10. Executive Compensation
In 1999, Juniper's officer and director, Mr. Cassidy, did not receive
any compensation for his services rendered to Juniper, had not received such
compensation in the past, and was not accruing any compensation pursuant to
any agreement with Juniper. However, the officer and director of Juniper
anticipated receiving benefits as a beneficial shareholder of Juniper, as the
officer and director and controlling shareholder of TPG Capital Corporation
and, possibly, as principal of Cassidy & Associates, for performance of legal
services for Juniper. See Item 9. Directors, Executive Officers, Promoters
and Control Persons - Conflicts of Interest, page 5.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by Juniper for the
benefit of its employees.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth each person known by Juniper as of
December 31, 1999, to be the beneficial owner of five percent or more of
Juniper's Common Stock, all directors individually and all directors and
officers of Juniper as a group. Except as noted, each person has sole voting
and investment power with respect to the shares shown.
Name and Address of Amount of Beneficial Percentage of
Beneficial Owner Ownership Class
TPG Capital Corporation (1) 5,000,000 100%
1504 R Street, N.W.
Washington, D.C. 20009
James M. Cassidy (2) 5,000,000 100%
1504 R Street, N.W.
Washington, D.C. 20009
All Executive Officers and
Directors as a Group (1 Person) 5,000,000 100%
(1) At December 31, 1999, Mr. Cassidy was the controlling shareholder and
sole director and officer of TPG Capital Corporation. TPG serves as a
marketing and consulting company for Cassidy & Associates and its affiliated
companies. TPG agreed to provide certain assistance to Juniper in locating
potential target companies, and to pay all costs of Juniper until a business
combination, without reimbursement. See Item 6, Plan of Operation, page 3.
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(2) As the controlling shareholder, sole director and officer of TPG Capital
Corporation, Mr. Cassidy was deemed to be the beneficial owner of the common
stock of Juniper owned by TPG Capital Corporation.
Item 12. Certain Relationships and Related Transactions
In 1999, Juniper issued a total of 5,000,000 shares of Common Stock to
TPG Capital Corporation for a total of $500 in cash. Quintek paid TPG
Capital Corporation and issued 400,000 shares of its common stock to TPG when
Quintek bought Juniper in February 2000. In addition, Quintek paid TPG
$200,000 for services in 2000.
Mr. Cassidy was the sole director, controlling shareholder and
president of TPG Capital Corporation. With respect to the sales made to
TPG Capital Corporation, Juniper relied upon Section 4(2) of the Securities
Act of 1933, as amended, and Rule 506 promulgated thereunder.
Item 13. Exhibits, Lists, and Reports on Form 8-K
(a) Certain of the exhibits set forth in the following index are
incorporated by reference.
2.1 Agreement and Plan of Reorganization between Quintek Technologies,
Inc., and Juniper Acquisition Corporation*
3.2 Bylaws of Juniper Acquisition Corporation**
10.1 Agreement with TPG Capital Corporation**
10.2 Shareholder Agreement**
23.1 Consent of Accountants**
27.1 Financial Data Schedule
*Incorporated by reference to Quintek's Form 8-K dated February 24, 2000.
**Incorporated by reference to Juniper Acquisition Corporation's Form 10-SB
filed on December 17, 1999.
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(b) Reports on Form 8-K
Juniper filed no reports on Form 8-K during the fourth quarter of 1999.
On February 24, 2000, Quintek filed a Form 8-K dated February 24, 2000, to
report our purchase of Juniper Acquisition Corporation, for an exchange of
400,000 shares of voting common stock of Quintek, $.01 par value.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Quintek Technologies, Inc.
Date: March 30,2000 /s/ Thomas W. Sims
------------- ------------------------------
Thomas W. Sims, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities indicated.
Date: March 30, 2000 /s/ Thomas W. Sims
------------- -------------------------------
Thomas W. Sims, President, Director
and Chairman (Chief Executive Officer)
Date: March 30, 2000 /s/ Kurt Kunz
------------- -------------------------------
Kurt Kunz, Vice-President and Director
Date: March 30, 2000 /s/ Kelly Kunz
------------- -------------------------------
Kelly Kunz, Vice-President and
Director
Date: March 30, 2000 /s/ Thomas Salahub
------------- -------------------------------
Thomas Salahub, Vice-President and
Director
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JUNIPER ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
-------------------------------
PAGE F-1 - INDEPENDENT AUDITORS' REPORT
PAGE F-2 - BALANCE SHEET AS OF DECEMBER 31, 1999
PAGE F-3 - STATEMENT OF OPERATIONS FOR THE PERIOD
FROM MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 1999
PAGE F-4 - STATEMENT OF CHANGES IN STOCKHOLDER'S
EQUITY FOR THE PERIOD FROM MARCH 24, 1999
(INCEPTION) TO DECEMBER 31, 1999
PAGE F-5 - STATEMENT OF CASH FLOWS FOR THE PERIOD FROM
MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 1999
PAGE F-6 - NOTES TO FINANCIAL STATEMENTS AS OF
DECEMBER 31, 1999
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INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Juniper Acquisition Corporation
(A Development Stage Company)
We have audited the accompanying balance sheet of Juniper Acquisition
Corporation (a development stage company) as of December 31, 1999 and the
related statements of operations, changes in stockholder's equity and cash
flows for the period from March 24, 1999 (inception) to December 31, 1999.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in
all material respects, the financial position of Juniper Acquisition
Corporation (a development stage company) as of December 31, 1999, and the
results of its operations and its cash flows for the period from March 24,
1999 (inception) to December 31, 1999 in conformity with generally accepted
accounting principles.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
March 6, 2000
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JUNIPER ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 1999
-------------------------------
ASSETS
Cash $ 500
----------
TOTAL ASSETS $ 500
==========
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES $ -
-----------
STOCKHOLDER'S EQUITY
Preferred Stock, $.0001 par value, 20 million
shares authorized, zero issued and outstanding -
Common Stock, $.0001 par value, 100 million
shares authorized, 5,000,000 issued
and outstanding 500
Additional paid-in capital 1,330
Deficit accumulated during development stage (1,330)
-----------
Total Stockholder's Equity 500
-----------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 500
===========
See accompanying notes to financial statements.
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JUNIPER ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM MARCH 24, 1999
(INCEPTION) TO DECEMBER 31, 1999
----------------------------------
Income $ -
Expenses
Organization expense 580
Professional fees 750
------------
Total expenses 1,330
------------
NET LOSS $ (1,330)
============
See accompanying notes to financial statements.
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JUNIPER ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN
STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM MARCH 24, 1999
(INCEPTION) TO DECEMBER 31, 1999
----------------------------------
Deficit
Additional Accumulated
Common Paid-In During Devel-
Stock Capital opment Stage Total
Common stock issuance $ 500 $ - $ - $ 500
Fair value of
expenses contributed - 1,330 - 1,330
Net loss for the period
ended December 31, 1999 - - (1,330) (1,330)
BALANCE AT
DECEMBER 31, 1999 $ 500 $ 1,330 $ (1,330) $ 500
======= ======= =========== =======
See accompanying notes to financial statements.
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JUNIPER ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MARCH 24, 1999
(INCEPTION) TO DECEMBER 31, 1999
----------------------------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (1,330)
Adjustment to reconcile net loss
to net cash used by operating activities:
Capitalized expenses 1,330
-----------
Net cash used in operating activities -
-----------
CASH FLOWS FROM INVESTING ACTIVITIES -
-----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 500
-----------
Net cash provided by financing activities 500
-----------
INCREASE IN CASH AND CASH EQUIVALENTS 500
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD -
-----------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 500
- ----------------------------------------- ============
See accompanying notes to financial statements.
- F-6 -
<PAGE>
JUNIPER ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
-----------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Juniper Acquisition Corporation (a development stage company) ('the
Company') was incorporated in Delaware on March 24, 1999 to serve
as a vehicle to effect a merger, exchange of capital stock, asset
acquisition or other business combination with a domestic or
foreign private business. At December 31, 1999, the Company had not
yet commenced any formal business operations, and all activity to
date relates to the Company's formation and proposed fund raising.
The Company's fiscal year end is December 31.
The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business and raise the
capital it will require through the issuance of equity securities,
debt securities, bank borrowings or a combination thereof. (See
Note 5)
B. Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
C. Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers
all highly liquid investments purchased with an original maturity
of three months or less to be cash equivalents.
D. Income Taxes
The Company accounts for income taxes under the Financial
Accounting Standards Board of Financial Accounting Standards No.
109, "Accounting for Income Taxes" ("Statement 109"). Under
Statement 109, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing
assets and liabilities and their respective tax basis. Deferred
tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.
Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date. There were no current
or deferred income tax expense or benefits due to the Company not
having any material operations for the period ending December 31,
1999.
- F-7 -
<PAGE>
JUNIPER ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
-------------------------------
NOTE 2 - STOCKHOLDER'S EQUITY
A. Preferred Stock
The Company is authorized to issue 20,000,000 shares of preferred
stock at $.0001 par value, with such designations, voting and
other rights and preferences as may be determined from time to
time by the Board of Directors.
B. Common Stock
The Company is authorized to issue 100,000,000 shares of common
stock at $.0001 par value. The Company issued 5,000,000 shares of
its common stock to TPG Capital Corporation ("TPG") pursuant to
Rule 506 for an aggregate consideration of $500.
C. Additional Paid-In Capital
Additional paid-in capital at October 31, 1999 represents the fair
value of the amount of organization and professional costs
incurred by TPG on behalf of the Company. (See Note 3)
- F-8 -
<PAGE>
JUNIPER ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
-------------------------------
NOTE 3 - AGREEMENT
On March 24, 1999, the Company signed an agreement with TPG, a
related entity (See Note 4). The Agreement calls for TPG to
provide the following services, without reimbursement from the
Company, until the Company enters into a business combination as
described in Note 1A:
1. Preparation and filing of required documents with the
Securities and Exchange Commission.
2. Location and review of potential target companies.
3. Payment of all corporate, organizational, and other costs
incurred by the Company.
NOTE 4 - RELATED PARTIES
Legal counsel to the Company is a firm owned by a director of the
Company who also owns a controlling interest in the outstanding
stock of TPG. (See Note 3)
NOTE 5 - SUBSEQUENT EVENTS
Pursuant to an Agreement and Plan of Reorganization (the
Acquisition Agreement) effective February 24, 2000, Quintek
Corporation (Quintek), a California corporation, acquired all of
the outstanding shares of common stock of the Company in exchange
for an aggregate of 400,000 shares of common stock of Quintek (the
Acquisition). As a result, the Company became a wholly owned
subsidiary of Quintek.
The Acquisition was adopted by the unanimous consent of the Board
of Directors of Quintek on February 18, 2000. The Acquisition is
intended to qualify as a reorganization within the meaning of
Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as
amended. For financial accounting purposes the Acquisition will
be accounted for using the purchase method of accounting.
Prior to the Acquisition, Quintek had 16,491,066 shares of common
stock issued and outstanding, and 16,891,066 shares issued and
outstanding following the Acquisition.
Upon effectiveness of the Acquisition, pursuant to Rule 12g-3(a)
of the General Rules and Regulations of the Securities and
Exchange Commission, Quintek became the successor issuer to the
Company for reporting purposes under the Securities Exchange Act
of 1934 (the "Act") and elected to report under the Act effective
February 24, 2000.
- F-9 -
<PAGE>
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> $ 500
<SECURITIES> $ 0
<RECEIVABLES> $ 0
<ALLOWANCES> $ 0
<INVENTORY> $ 0
<CURRENT-ASSETS> $ 500
<PP&E> $ 0
<DEPRECIATION> $ 0
<TOTAL-ASSETS> $ 500
<CURRENT-LIABILITIES> $ 0
<BONDS> $ 0
$ 0
$ 0
<COMMON> $ 500
<OTHER-SE> $ 0
<TOTAL-LIABILITY-AND-EQUITY> $ 500
<SALES> $ 0
<TOTAL-REVENUES> $ 0
<CGS> $ 0
<TOTAL-COSTS> $ 0
<OTHER-EXPENSES> $ 1,330
<LOSS-PROVISION> $ 0
<INTEREST-EXPENSE> $ 0
<INCOME-PRETAX> $ 0
<INCOME-TAX> $ 0
<INCOME-CONTINUING> $ (1,330)
<DISCONTINUED> $ 0
<EXTRAORDINARY> $ 0
<CHANGES> $ 0
<NET-INCOME> $ (1,330)
<EPS-BASIC> $ (0)
<EPS-DILUTED> $ 0
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