SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
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. 0-26407
QUIK PIX, INC.
(Name of Small Business Issuer in its charter)
NEVADA 33-0198595
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7050 Village Drive, Suite F
Buena Park, California 90621
(Address of principal executive offices)
Issuer's telephone number: 714/522-8255
BAROQUE CORPORATION
(Former name of issuer)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
(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 X ; No
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 March 31, 2000 there were 6,303,961 outstanding shares of registrant's
common stock held by non-affiliates, with a market value of $4,727,970 based
on a closing bid quotation on the NASD OTC Bulletin Board on that date of
$.75 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; No
Not applicable
At March 31, 2000, a total of 9,897,305 shares of registrant's common stock
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None
Transitional Small Business Disclosure Format (check one): Yes; No X
QUIK PIX, INC.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
ACQUISITION OF BAROQUE CORPORATION
Pursuant to an agreement and plan of reorganization (the "Acquisition
Agreement"), Quik Pix, Inc. ("Quik Pix" or the "Company") acquired all the
outstanding shares of common stock of Baroque Corporation ("Baroque"), a
Delaware corporation, from the shareholder thereof in an exchange for an
aggregate of 410,510 shares of common stock of Quik Pix (the "Acquisition").
As a result, Baroque became a wholly-owned subsidiary of Quik Pix. The
Acquisition was effective on March 22, 2000 and was intended to qualify
as a reorganization within the meaning of Section 368(A)(1)(b) of the
Internal Revenue Code of 1986, as amended. Upon effectiveness of the
Acquisition, pursuant to Rule 12g-3(a) of the General Rules and
Regulations of the Securities and Exchange Commission, Quik Pix became
the successor issuer to Baroque for reporting purposes under the
Securities Exchange Act of 1934.
The consideration exchanged pursuant to the Acquisition was
negotiated between Baroque and Quik Pix. In evaluating the Acquisition,
Baroque used criteria such as the value of assets of Quik Pix, Quik Pix's
ability to compete in the market place, Quik Pix's anticipated business
operations, and Quik Pix management's experience and business plan. In
evaluating Baroque, Quik Pix placed a primary emphasis on Baroque's
status as a reporting company under Section 12(g) of the Securities
Exchange Act of 1934, as amended, and Baroque's facilitation of Quik
Pix's becoming a reporting company under the Act.
Quik Pix had 8,503,462 shares of common stock issued and
outstanding prior to the Acquisition and 8,913,972 shares issued and
outstanding following the Acquisition.
Quik Pix filed a Current Report on Form 8-K on March 22, 2000
reflecting the Acquisition. A copy of the Acquisition Agreement
was filed as an exhibit to the Form 8-K.
BAROQUE CORPORATION
Baroque Corporation ("Baroque") was incorporated on June 7, 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.
Baroque voluntarily filed a registration statement on Form
10-SB with the Securities and Exchange Commission to become a reporting
company under the Act on June 17, 1999, which became automatically
effective 60 days thereafter.
At December 31, 1999, Baroque had no operating history, revenues,
earnings from operations, significant assets or financial resources. The
sole shareholder of Baroque agreed to pay all expenses of Baroque
without any expectation of repayment until it effected a business
combination.
In 1999, Baroque sought to locate and negotiate with a business
entity for the combination of that target company with it. Baroque had
been formed to provide a method for a foreign or domestic private
company to become a reporting company with a class of registered securities.
Baroque consummated the Acquisition by Quik Pix in March, 2000.
QUIK PIX, INC.
Quik Pix, Inc., doing business as Quality Photographic Imagining,
is a publicly held company located in Buena Park, California. The
Company was established in 1982 with the purpose of capitalizing on its
patented photomotion (tm) technology and its commercial applications.
The Company offers a spectrum of services allowing a client to produce
color visuals (digital and photographic) according to parameters as
specified by a client. The process allows a combination of three or more
images into a single color transparency that changes as a viewer moves past
the image. The Company's services incluee a full range of photomotion (tm)
technology, related client support, technical and customer services,
The Company has limited finances and requires additional funding in
order to accomplish its growth objectives and marketing of its products and
services. There is no assurance that Quik Pix will have revenues in the
future or that it will be able to secure other funding necessary for its
future growth and expansion. There is also no assurance that Quik Pix's
technology will perform as intended or that potential customers will
show sufficient interest in the Company's product and related services.
PRODUCTS
The Company's principal product is a patented technology for adding
multiple images to backlit static displays that appear to change as the
viewer passes by the image. The patented process is called Photomotion(TM)
and uses existing original art to create an illusion of movement. This color
medium uses existing originals and allows for three to five distinct images
to be displayed within an existing light box. Images appear to change or
"morph" as the viewer passes the display. The Company's ability to put
multiple images in a single space allows the user to create an active and
entertaining display using existing originals and fixtures. The illusion is
optical and requires no special equipment. This patented process of "pop
and display" advertising is intended to capture the targeted audience for a
longer period of time and to increase visual effectiveness. Several large
companies and services providers have selected PhotoMotion(TM) as part of
their marketing campaigns.
TRADEMARKS AND PATENTS
In July, 1999, Quik Pix was issued a patent by the United States
Patent Office for its "Back Lit Multi Image Transparency" (Photomotion)
technology. The United States patent number is 5,782,026. The Company has
registered "Photomotion"as a trademark.
SUPPLIERS
The Company uses a variety of vendors for its film and manufacturing
processes. Presently, there are no contractual arrangements between Quik Pix
and its suppliers. Purchase orders are written to request parts on a "as
required" basis. There is no assurance that Quik Pix will maintain a
sufficient number of suppliers for film and manufacturing processes in the
foreseeable future.
EMPLOYEES
The Company currently employees 20 full-time and no part-time employees.
ITEM 2. DESCRIPTION OF PROPERTY
The Company's main executive and administrative offices are located in
the Village Business Park, in the City of Buena Park, California. There are
two facilities. The first is a 8,600 square foot facility occupying 2
suites. This facility houses the primary color labs, the digital imaging
equipment, retouching, and finishing operations. It also provides production
capabilities for mounting, shipping and dispatching, as well as housing the
administrative offices, customer service, and marketing. The Company leases
this facility at a rate of $5,500.00 per month. The lease term is three (3)
years which may be terminated after May 1, 2003.
The Company's second facility, a 1,750 square foot facility, is
located less than 1 mile away and is dedicated to manufacturing support
capabilities. This facility provides finished substrate mountings, custom
displays, full scale models, trade show support, and custom crate
manufacturing from raw materials. The Company leases this space at a rate of
$1,750 per month. The lease term is three (3) years which may be terminated
after May 1, 2003.
In November, 1999, Quik Pix announced an upgrade to its leased
facility in Buena Park. Included in the upgrade is the addition of new staff
and equipment.
The Company's mailing address is 7050 Village Drive, Suite F, Buena
Park, California 90621. Its telephone number is 800/734-0432 and its
facsimile number is 714/521-1745. Its e-mail address is [email protected].
The Company maintains an Internet Web site located at
http://www.qpivisuals.com.
ITEM 3. LEGAL PROCEEDINGS
There is no current outstanding litigation in which Quik Pix is
involved and Quik Pix is unaware of any pending actions or claims against it.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During 1999, there were no actions brought before the security holders
of Baroque.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(A) GENERAL. As of December 31, 1999 there was no trading market
for the Baroque common stock. Baroque has an authorized capitalization of
100,000,000 shares of common stock of which 5,000,000 were issued as of
December 31, 1999 and 20,000,000 shares of preferred stock of which none
were issued.
The authorized capitalization of Quik Pix consists of 50,000,000
shares of common stock, $.001par value per share, and no shares of preferred
stock. The Company has 8,913,972 shares of its common stock issued and
outstanding.
MARKET FOR QUIK PIX'S SECURITIES
The common stock of Quik Pix is traded on the NASD OTC Bulletin Board
under the symbol "QPIX." The market for OTC securities is characterized
frequently by low volume and broad price and volume volatility. The Company
cannot give any assurance that a stable trading market will develop for its
stock or that an active trading market will be sustained. Moreover, the
trading price of Quik Pix's common stock could be subject to wide
fluctuations due to such factors as quarterly variations in operating
results, competition, announcements of new products by Quik Pix or its
competitors, product enhancements by Quik Pix or its competitors, regulatory
changes, differences in actual results from those expected by investors and
analysts, changes in financial estimates by securities analysts, and other
events or factors.
The Company was a non-reporting publicly traded company with certain
of its securities exempt from registration under the Securities Act of 1933,
as amended. The NASD Stock Market implemented a change in its rules
requiring all companies trading securities on the NASD OTC Bulletin Board to
become reporting companies under the Securities Exchange Act of 1934. Quik
Pix acquired all the outstanding shares of Baroque to become successor
issuer to it pursuant to Rule 12g-3 in order to comply with the Eligibility
Rule for the NASD OTC Bulletin Board.
On April 7, 2000, by letter to the NASD, the Securities and Exchange
Commission stated that in regard to transactions effected pursuant to Rule
12g-3, the Commission may choose to review the Current Report on Form 8-K
filed regarding the transaction. If review is chosen to be made of such
transaction, it may delay the effect of the transaction and the effect of
the successor issuer election. Quik Pix intends to file an amended Current
Report on Form 8-K includings it audited financial statements. If the
Commission determines to review Quik Pix's Current Report, then Quik Pix's
compliance with the Eligibility Rule for the NASD OTC Bulletin Board may be
delayed. Quik Pix is required to comply by April 20, 2000, with the
Eligibility Rule to retain its listing on the NASD OTC Bulletin Board. Quik
Pix anticipates filing the amended Current Report on Form 8-K prior to that
date. However, if it is not in compliance by April 20, 2000, then its
securities will be traded on the "pink sheets" published by the National
Quotation Bureau, Inc. which may result in a decrease in the market price of
its common stock and a loss of its value.
The following is the last 12-month trading history for Quik Pix's
common stock:
Date High Low Volume
March, 1999 0.220 0.020 1,400
April, 1999 0.020 0.020 1,600
May, 1999 0.718 0.020 64,400
June, 1999 0.125 0.070 15,600
July, 1999 0.250 0.070 19,500
August,1999 0.070 0.150 -
September, 1999 0.230 0.070 9,800
October, 1999 0.312 0.070 1,600
November, 1999 0.312 0.070 22,500
December, 1999 0.650 0.070 4,100
January, 2000 0.500 0.070 3,100
February, 2000 2.687 0.070 763,200
March, 2000* 1.750 0.625 121,100
________
*As of March 20, 2000.
The market price of Quik Pix's common stock over the last 52 weeks
has ranged from $0.02 to $2.68. On March 21, 2000, the high was $0.93 and
the low $0.93 with a volume of 3,000 shares.
HOLDERS
As of March 31, 2000, Quik Pix had 8,913,972 shares of common stock
outstanding held by 476 shareholders of record.
DIVIDENDS
The Company has never declared or paid cash dividends on its common
stock and anticipates that future earnings, if any, will be retained for
development of its business. Payment of cash dividends in the future will be
wholly dependent upon Quik Pix's earnings, financial condition, capital
requirements and other factors deemed relevant by them. It is not likely
that cash dividends will be paid in the foreseeable future.
ITEM 6. PLAN OF OPERATION
Certain matters discussed below are based on potential future
circumstances and developments, which Quik Pix anticipates, but which cannot
be assured. Such forward-looking statements include, but are not limited
to, management's plans to conduct research and development within Quik Pix
and in conjunction with joint venture partners.
OPERATIONS
The Company currently operates at a loss. The Company's management
expects losses to continue for the foreseeable future. The Company requires
additional funding to achieve its growth objectives. If Quik Pix does not
receive additional funding, it will not be able to pursue the intended
marketing plan and, in such case, may not be able to successfully conduct
its operations. There is no assurance that Quik Pix will be successful in
development or marketing of its product or in generating any meaningful
revenues from operations.
The Company intends to acquire other related businesses in exchange
for cash or issuance of securities. To date, no acquisitions have been
consummated and there can be no assurance that any future acquisitions will
be consummated. Furthermore, no assurance can be given that Quik Pix will be
able to effect any aspects of its business plan or to maintain the
operations that it has currently established. The Company will need
additional capital either through financing or through operations to meet
its business goals. There is no assurance that Quik Pix can reverse its
operating losses or that it can raise additional capital to allow it to
expand its planned operations.
MARKETING
The Company intends to employ a variety of marketing techniques to
attract potential consumers of its products. In addition to trade shows,
conferences and conventions, Quik Pix intends to mount an integrated
marketing campaign targeting Fortune 1000 companies, distributors and other
related channels for Quik Pix's products. To that end, Quik Pix has employed
a marketing consultant to establish and expand its presence into alternative
markets. To date, Quik Pix has not launched any such marketing efforts.
As part of its promotional campaign, Quik Pix has begun a direct
mailing and Internet initiative.
There is no assurance that Quik Pix will be able to successfully
market and distribute its product to any of its intended customers.
ITEM 7. FINANCIAL STATEMENTS
The audited financial statements for Baroque Corporation as of
December 31, 1999 are included herewith.
BAROQUE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
BAROQUE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 - INDEPENDENT AUDITORS' REPORT
PAGE 2 - BALANCE SHEET AS OF DECEMBER 31, 1999
PAGE 3 STATEMENT OF OPERATIONS FOR THE PERIOD
FROM JUNE 4, 1999 (INCEPTION) TO DECEMBER 31,
1999
PAGE 4 STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM JUNE 4, 1999 (INCEPTION)
TO DECEMBER 31, 1999
PAGE 5 STATEMENT OF CASH FLOWS FOR THE PERIOD FROM
JUNE 4, 1999 TO (INCEPTION) TO DECEMBER 31, 1999
PAGES 6 9 NOTES TO FINANCIAL STATEMENTS AS OF
DECEMBER 31, 1999
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Baroque Corporation
(A Development Stage Company)
We have audited the accompanying balance sheet of Baroque 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 June 4, 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 Baroque Corporation (a
development stage company) as of December 31, 1999 and the results of its
operations and its cash flows for the period from June 4, 1999 (inception)
to December 31, 1999, in conformity with generally accepted accounting
principles.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
March 17, 2000
(Except for Note 5
as to which the date
is March 21, 2000)
BAROQUE 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 4,830
Deficit accumulated during development stage (4,830)
Total Stockholder's Equity 500
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 500
See accompanying notes to financial statements.
2
BAROQUE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JUNE 4, 1999
(INCEPTION) TO DECEMBER 31, 1999
Income $ -
Expenses
Executive services contributed by president 3,500
Organization expense 580
Professional fees 750
Total expenses 4,830
NET LOSS $ (4,830)
See accompanying notes to financial statements.
3
BAROQUE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN
STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM JUNE 4, 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 services
and expenses contributed - 4,830 - 4,830
Net loss for the period
ended December 31, 1999 - - (4,830) (4,830)
BALANCE AT DECEMBER 31,
1999 $ 500 $ 4,830 $ (4,830) $ 500
See accompanying notes to financial statements.
4
BAROQUE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JUNE 4, 1999
(INCEPTION) TO DECEMBER 31, 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (4,830)
Adjustments to reconcile net loss
to net cash used by operating activities:
Capitalized services and expenses 4,830
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.
5
BAROQUE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO BALANCE SHEET
AS OF DECEMBER 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Baroque Corporation (a development stage company) ("the Company") was
incorporated in Delaware on June 7, 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.
6
BAROQUE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO BALANCE SHEET
AS OF DECEMBER 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
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.
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 pursuant to Rule 506 for an aggregate
consideration of $500.
7
BAROQUE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO BALANCE SHEET
AS OF DECEMBER 31, 1999
NOTE 2 - STOCKHOLDER'S EQUITY (CONT'D)
C. Additional Paid-In Capital
Additional paid-in capital at December 31, 1999 represents
the fair value of services contributed to the Company by
its president and the amount of organization and
professional costs incurred by TPG Capital on behalf of
the Company. (See Note 3)
NOTE 3 - AGREEMENT
On June 7, 1999, the Company signed an agreement with TPG
Capital Corporation (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 Capital Corporation. (See Note 3)
NOTE 5 SUBSEQUENT EVENTS
Pursuant to an Agreement and Plan of Reorganization (the
"Acquisition Agreement") dated March 21, 2000, Quik Pix,
Inc. a Nevada corporation, acquired all the outstanding
shares of common stock of the Company in an exchange for
an aggregate of 410,510 shares of common stock of Quik Pix
(the "Acquisition"). As a result, the Company became a
wholly owned subsidiary of Quik Pix.
8
The Acquisition was adopted by the unanimous consent of
the Board of Directors of Quik Pix on March 21, 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, Quik Pix had 8,503,462 shares of
common stock issued and outstanding, and 8,913,972 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, Quik Pix became the
successor issuer to the Company for reporting purposes
under the Securities Exchange Act of 1934 (the "Act").
9
ITEM 8. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None
PART II
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT.
As of December 31, 1999, the officer and director of Baroque
Corporation were:
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 he 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.
The sole officer and director of Baroque resigned effective
upon completion of the Acquisition. Upon the resignation of the
sole officer and director of Baroque the following persons were
appointed to the respective offices of the Company:
Name Age Title
John Capie 53 President, Chief Executive
Officer, Chairman
Ed Youngman 68 Secretary, Treasurer, Director
Lee Finger 57 Director
Brian Bonar 52 Director
Chris McKee 51 Director
All directors hold office until the next annual meeting of
shareholders or until their successors are duly elected and
qualified. Officers serve at the pleasure of the Board of
Directors. Set forth below is a summary description of the business
experience of each director and officer of Quik Pix.
JOHN CAPIE has been President of Quik Pix since its
inception in 1982. Mr. Capie's employment history includes
employment at various managerial positions in New York-based
photographic labs. Mr. Capie has also had extensive experience in
Point of Purchase Displays and Trade Show exhibit building. Over the
last twelve years he has been on the Board of Directors for
corporations including Exhibitronix Inc., Modular Display Systems,
Inc., Tabery Corporation, Delta Transport, American Distributing
Company.
ED YOUNGMAN has served as Controller and Secretary/Treasurer
of Quik Pix since 1987. Mr. Youngman has held numerous senior
executive roles at Litton, Sargent Industries and HN Bailey Associates.
LEE FINGER has been a Director of Quik Pix since 1982 to
present.
BRIAN BONAR has been a Director of Quik Pix since February,
2000. Mr. Bonar has served since April, 1998 as a CFO of Imaging
Technologies, San Diego, California, a software and hardware
company. Mr. Bonar and has been a Director since 1992 and recently
became Chairman of the Board. From 1991 to 1992, Mr. Bonar was Vice
President of Worldwide Sales and Marketing for Bezier Systems, Inc.,
a San Jose, California-based manufacturer and marketer of laser
printers. From 1990 to 1991, he was a Worldwide Sales Manager for
Adaptec, Inc., a San Jose-based laser printer controller developer.
From 1988 to 1990, Mr. Bonar was Vice President of Sales and
Marketing for Rastek Corporation, a laser printer controller
developer located in Huntsville, Alabama. From 1984 to 1988, Mr.
Bonar was employed as Executive Director of Engineering at QMS,
Inc., an Alabama-based developer and manufacturer of
high-performance color and monochrome printing solutions. Prior to
these positions, Mr. Bonar was employed by IBM U.K. Ltd. for
approximately 17 years.
CHRIS MCKEE has been a Director of Quik Pix since February,
2000. Mr. McKee also has served since August, 1998 as Senior Vice
President of Finance and Operations for Imaging Technologies, San
Jose, California, a software and hardware company. Prior to joining
Quik Pix, Mr. McKee spent 23 years with Flowserve Corporation and
its predecessor company, BW/IP, Inc., in various financial
management positions, including most recently as its Director of
Information Technology and Baan Implementation. Mr. McKee holds a
Masters in Business Administration degree from Pepperdine University
in 1979.
ITEM 10. EXECUTIVE COMPENSATION
The Company has no audit, compensation or executive
committees. No officers of Quik Pix earned more than $100,000 a year
during any of the last three fiscal years. There is no key man life
insurance on any director or officer.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table contains information, as of March
31, 2000, regarding the shareholdings of Quik Pix's current
directors and executive officers and those persons or entities who
beneficially own more than 5% of its common stock (giving effect to
the exercise of any warrants held by each such person or entity
which are exercisable within 60 days):
Number of shares of Percent of
Common Stock Beneficially Common Stock
Name Owned (1) Beneficially
Owned (2)
John Capie 3,521,121 35.6%
President, Chief Executive
Officer,
Chairman, Director
7050 Village Drive, Suite F
Buena Park, California 90621
Woo Young Kim 2,500,000 25.3%
STI, #501
Dong Woo Building, 784-13
Yeoksam Dong
Kang Anm Gu
Seoul, Korea 135-080
Ed Youngman 17,778 *
Secretary, Treasurer, Director
7050 Village Drive, Suite F
Buena Park, California 90621
Lee Finger 54,445 *
Director
7050 Village Drive, Suite F
Buena Park, California 90621
Brian Bonar 0 0%
Director
2428 Oak Canyon Place
Escondido, California 92025
Chris McKee 0 0%
Director
1792 Old Canyon Drive
Hacienda Heights, California 91745
All executive officers and directors
of the company as a group (5 persons) 3,593,344 36.3%
* Less than 1%
(1) Includes options and warrants which are exercisable within
60 days of the date of this Current Report.
(2) Based upon 9,897,305 shares outstanding as of March 31, 2000.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In May, 1999, Quik Pix and YARC Systems Corporation entered
into discussions regarding the possible acquisition of Quik Pix by
YARC Systems, a company located in Camarillo, California. In March,
2000, all such discussions with YARC Systems were formally ended.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
2.1. Agreement and Plan of Reorganization
between Quik Pix, Inc. and Baroque
Corporation filed as an exhibit to the
Form 8-K filed March 22, 2000 (file no.
0-26407).
(b) No reports on Form 8-K were filed in the last quarter of the
period covered by this report, but a Form 8-K reflecting the
Acquisition was filed March 22, 2000.
SIGNATURES
In accordance with Section 13 of 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
QUIK PIX, INC.
/s/ John Capie
President
/s/ Ed Youngman
Chief Financial Officer
NAme Title Date
/s/ John Capie Director April 12, 2000
/s/ Ed Youngman Director April 12, 2000
/s/ Brian Bonar Director April 12, 2000
/s/ Chris McKee Director APril 12, 2000
