-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MoM8iyMDQ4k4/RVWYtlKn9LrjkQ5QdHOyBhotHNuRiE6pzR19iGtSy6GiK0sV1g7 vqVBkjMDLBuRzX9zWjxjhg== 0001165527-09-000189.txt : 20090323 0001165527-09-000189.hdr.sgml : 20090323 20090323165046 ACCESSION NUMBER: 0001165527-09-000189 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090131 FILED AS OF DATE: 20090323 DATE AS OF CHANGE: 20090323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUUIBUS TECHONOLOGY INC CENTRAL INDEX KEY: 0001415305 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 450560329 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52928 FILM NUMBER: 09699220 BUSINESS ADDRESS: STREET 1: 114 WEST MAGNOLIA STREET STREET 2: 400 136 CITY: BELLINGHAM STATE: WA ZIP: 98225 BUSINESS PHONE: 360 392 2830 MAIL ADDRESS: STREET 1: 114 WEST MAGNOLIA STREET STREET 2: 400 136 CITY: BELLINGHAM STATE: WA ZIP: 98225 10-Q 1 g2998a.txt QTRLY REPORT FOR THE QTR ENDED 1-31-09 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2009 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ____________ to ____________ QUUIBUS TECHNOLOGY, INC. (Exact name of registrant as specified in charter) Nevada 333-147323 45-0560329 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 114 West Magnolia St., #400-136 Bellingham, WA 98225 (Address of principal executive offices) (360) 392-2830 (Registrant's Telephone Number, including Area Code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 requirement for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] As of March 16, 2009, 2,525,000 shares of the issuer's common stock, $0.001 par value, were outstanding. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X] INDEX Page ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 15 Item 3. Quantitative and Qualitative Disclosures about Market Risk 18 Item 4. Controls and Procedures 18 PART II - OTHER INFORMATION Item 1. Legal Proceedings 19 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19 Item 3. Defaults Upon Senior Securities 19 Item 4. Submission of Matters to a Vote of Security Holders 19 Item 5. Other Information 19 Item 6. Exhibits 19 2 PART I - FINANCIAL INFORMATION ITEM 1. QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) INDEX TO INTERIM FINANCIAL STATEMENTS JANUARY 31, 2009, AND 2008 (Unaudited) Interim Financial Statements- Balance Sheets as of January 31, 2009, and July 31, 2008 4 Statements of Operations for the Three and Six Months Ended January 31, 2009, and 2008, and Cumulative from Inception 5 Statements of Cash Flows for the Six Months Ended January 31, 2009, and 2008, and Cumulative from Inception 6 Notes to Interim Financial Statements January 31, 2009, and 2008 7 3 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS (NOTE 2) AS OF JANUARY 31, 2009, AND JULY 31, 2008 (Unaudited)
January 31, July 31, 2009 2008 -------- -------- ASSETS CURRENT ASSETS: Cash in bank $ 5,803 $ 14,949 -------- -------- Total current assets 5,803 14,949 -------- -------- TOTAL ASSETS $ 5,803 $ 14,949 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable - Trade $ 1,759 $ 200 Accrued liabilities 5,144 3,620 -------- -------- Total current liabilities 6,903 3,820 -------- -------- Total liabilities 6,903 3,820 -------- -------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY (DEFICIT): Common stock, par value $0.001 per share; 20,000,000 shares authorized; 2,525,000 shares issued and outstanding in 2009 and 2008, respectively 2,525 2,525 Additional paid-in capital 50,700 50,700 (Deficit) accumulated during the development stage (54,325) (42,096) -------- -------- Total stockholders' equity (deficit) (1,100) 11,129 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 5,803 $ 14,949 ======== ========
The accompanying notes to financial statements are an integral part of these balance sheets. 4 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (NOTE 2) FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2009, AND 2008, AND CUMULATIVE FROM INCEPTION (MARCH 28, 2007) THROUGH JANUARY 31, 2009 (Unaudited)
Three Months Ended Six Months Ended January 31, January 31, Cumulative -------------------------- ------------------------- From 2009 2008 2009 2008 Inception ---------- ---------- ---------- ---------- ---------- REVENUES $ -- $ -- $ -- $ -- $ -- ---------- ---------- ---------- ---------- ---------- EXPENSES: General and administrative- Legal fees - Other 3,024 -- 3,024 -- 18,191 Transfer agent fees 300 -- 600 -- 13,119 Audit fees 2,000 1,500 3,500 3,000 11,500 SEC filing fees 4,332 1,850 4,332 2,085 8,485 Office rent 360 360 720 720 2,160 Legal fees - Incorporation fees -- -- -- -- 475 Bank fees 18 68 53 108 307 Office supplies -- -- -- 88 88 ---------- ---------- ---------- ---------- ---------- Total general and administrative expenses 10,034 3,778 12,229 6,001 54,325 ---------- ---------- ---------- ---------- ---------- (LOSS) FROM OPERATIONS (10,034) (3,778) (12,229) (6,001) (54,325) OTHER INCOME (EXPENSE) -- -- -- -- -- PROVISION FOR INCOME TAXES -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- NET (LOSS) $ (10,034) $ (3,778) $ (12,229) $ (6,001) $ (54,325) ========== ========== ========== ========== ========== (LOSS) PER COMMON SHARE: (Loss) per common share - Basic and Diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00) ========== ========== ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED 2,525,000 1,600,000 2,525,000 1,600,000 ========== ========== ========== ==========
The accompanying notes to financial statements are an integral part of these statements. 5 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (NOTE 2) FOR THE SIX MONTHS ENDED JANUARY 31, 2009, AND 2008, AND CUMULATIVE FROM INCEPTION (MARCH 28, 2007) THROUGH JANUARY 31, 2009 (Unaudited)
Six Months Ended January 31, Cumulative --------------------------- From 2009 2008 Inception -------- -------- --------- OPERATING ACTIVITIES: Net (loss) $(12,229) $ (6,001) $(54,325) Adjustments to reconcile net (loss) to net cash (used in) operating activities: Expenses incured by officer and Director -- -- 475 Changes in net liabilities- Accounts payable - Trade 1,559 -- 1,759 Accrued liabilities 1,524 (1,110) 5,144 -------- -------- -------- NET CASH (USED IN) OPERATING ACTIVITIES (9,146) (7,111) (46,947) -------- -------- -------- INVESTING ACTIVITIES: Cash provided by investing activities -- -- -- -------- -------- -------- NET CASH PROVIDED BY INVESTING ACTIVITIES -- -- -- -------- -------- -------- FINANCING ACTIVITIES: Issuance of common stock for cash -- -- 66,500 Deferred offering costs -- 250 (13,750) -------- -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES -- 250 52,750 -------- -------- -------- NET INCREASE (DECREASE) IN CASH (9,146) (6,861) 5,803 CASH - BEGINNING OF PERIOD 14,949 9,960 -- -------- -------- -------- CASH - END OF PERIOD $ 5,803 $ 3,099 $ 5,803 ======== ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ -- $ -- $ -- ======== ======== ======== Income taxes $ -- $ -- $ -- ======== ======== ========
During the year ended July 31, 2008, an officer, Director, and shareholder of the Company forgave the Company of a related party debt in the amount of $475. The accompanying notes to financial statements are an integral part of these statements. 6 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO INTERIM FINANCIAL STATEMENTS JANUARY 31, 2009, AND 2008 (UNAUDITED) (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND ORGANIZATION Quuibus Technology, Inc. ("Quuibus" or the "Company") is a Nevada corporation in the development stage. The Company was incorporated under the laws of the State of Nevada on March 28, 2007. The business plan of Quuibus is focused on developing and offering a server-based software product for the creation of wireless communities. Quuibus intends to enable service providers, organizations, and individuals to deploy wireless networks and to sell subscriptions to access such networks to end-users. The Company's goal is to provide end-users with the ability to roam across Quuibus-powered wireless networks. The accompanying financial statements of Quuibus were prepared from the accounts of the Company under the accrual basis of accounting. In addition, Quuibus commenced a capital formation activity to effect a Registration Statement on Form SB-2 with the Securities and Exchange Commission, and raise capital of up to $60,000 from a self-underwritten offering of 1,200,000 shares of newly issued common stock in the public markets. The Registration Statement on Form SB-2 was filed with the SEC on November 13, 2007, and declared effective on November 21, 2007. On February 18, 2008, Quuibus completed an offering of its registered common stock as explained in Note 3. INTERIM FINANCIAL STATEMENTS The interim financial statements of Quuibus have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, and with the instructions for Securities and Exchange Commission Form 10-Q under Regulation S-X. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended July 31, 2008, included in the Annual Report on Form 10-KSB filed on October 29, 2008, with the SEC. The accompanying interim financial statements included herein are unaudited. However, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company's financial position as of January 31, 2009, and the results of its operations and cash flows for the three and six months ended January 31, 2009, and 2008, and cumulative from inception. The results of operations for the three months and six months ended January 31, 2009, are not necessarily indicative of the results to be expected for future quarters or the year ending July 31, 2009. CASH AND CASH EQUIVALENTS For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. 7 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO INTERIM FINANCIAL STATEMENTS JANUARY 31, 2009, AND 2008 (UNAUDITED) REVENUE RECOGNITION The Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable. LOSS PER COMMON SHARE Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding during the three and six months ended January 31, 2009, and 2008. INCOME TAXES The Company accounts for income taxes pursuant to SFAS No. 109, "ACCOUNTING FOR INCOME TAXES" ("SFAS No. 109"). Under SFAS No. 109, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company's financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of January 31, 2009, and July 31, 2008, the carrying value of the Company's financial instruments approximated fair value due to the short-term nature and maturity of these instruments. 8 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO INTERIM FINANCIAL STATEMENTS JANUARY 31, 2009, AND 2008 (UNAUDITED) DEFERRED OFFERING COSTS The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated. For the year ended July 31, 2008, the Company offset $13,750 in deferred offering costs to additional paid-in capital. COMMON STOCK REGISTRATION EXPENSES The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred. ESTIMATES The financial statements are prepared on the basis of accounting principles generally accepted in the United States of America. The preparation of 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 as of January 31, 2009, and July 31, 2008, and expenses for the three months and six months ended January 31, 2009, and 2008, and cumulative from inception. Actual results could differ from those estimates made by management. (2) DEVELOPMENT STAGE ACTIVITIES AND GOING CONCERN The Company is currently in the development stage and has engaged in limited operations. Initial operations through January 31, 2009, include capital formation activities, organization, target market identification, and marketing plans. The business plan of the Company is focused on developing and offering a server-based software product for the creation of wireless communities. The Company intends to enable service providers, organizations, and individuals to deploy wireless networks and to sell subscriptions to access such networks to end-users. The Company's goal is to provide end-users with the ability to roam across Quuibus-powered wireless networks. During the period from March 28, 2007, through January 31, 2009, the Company was incorporated and issued 1,600,000 shares to its Directors for cash proceeds of $20,000. In addition, the Company commenced a capital formation activity to effect a Registration Statement on Form SB-2 with the SEC, and raise capital of up to $60,000 from a self-underwritten offering of 1,200,000 shares of newly issued common stock in the public markets. The Registration Statement on Form 9 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO INTERIM FINANCIAL STATEMENTS JANUARY 31, 2009, AND 2008 (UNAUDITED) SB-2 was filed with the SEC on November 13, 2007, and declared effective on November 21, 2007. On February 18, 2008, the Company completed an offering of its registered common stock as explained in Note 3. The Company also intends to conduct additional capital formation activities through the issuance of its common stock and to further conduct its operations. While management of the Company believes that the Company will be successful in its planned operating activities, there can be no assurance that it will be able to be successful in the development of its product, sale of its planned product, or services that will generate sufficient revenues to sustain its operations. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has incurred an operating loss since inception and has no revenues to offset its operating costs. These and other factors raise substantial doubt about Quuibus' ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. (3) COMMON STOCK The Company is authorized to issue 20,000,000 shares of $0.001 par value common stock. All common stock shares have equal voting rights, are non-assessable, and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the Directors of the Company. On July 6, 2007, the Company issued 1,600,000 shares of common stock to its Directors at a price of $0.0125 per share for cash proceeds of $20,000. In addition, in 2007, the Company commenced a capital formation activity to effect a Registration Statement on Form SB-2 with the SEC, and raise capital of up to $60,000 from a self-underwritten offering of 1,200,000 shares of newly issued common stock at a price of $0.05 per share in the public markets. The Registration Statement on Form SB-2 was filed with the SEC on November 13, 2007, and declared effective on November 21, 2007. On February 18, 2008, the Company completed the self-underwritten offering of 925,000 shares of its registered common stock, par value of $0.001 per share, at an offering price of $0.05 per share for proceeds of $46,250. (4) INCOME TAXES The provision (benefit) for income taxes for the six months ended January 31, 2009, and 2008, was as follows (assuming a 15% effective tax rate): 10 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO INTERIM FINANCIAL STATEMENTS JANUARY 31, 2009, AND 2008 (UNAUDITED) Six Months Ended January 31, -------------------------- 2009 2008 ------- ------- Current Tax Provision: Federal- Taxable income $ -- $ -- ------- ------- Total current tax provision $ -- $ -- ======= ======= Deferred Tax Provision: Federal- Loss carryforwards $ 1,835 $ 1,234 Change in valuation allowance (1,835) (1,234) ------- ------- Total deferred tax provision $ -- $ -- ======= ======= The Company had deferred income tax assets as of January 31, 2009, and July 31, 2008, as follows: January 31, July 31, 2008 2008 ------- ------- Loss carryforwards $ 8,149 $ 6,314 Less - Valuation allowance (8,149) (6,314) ------- ------- Total net deferred tax assets $ -- $ -- ======= ======= The Company provided a valuation allowance equal to the deferred income tax assets for the six months ended January 31, 2009, and 2008, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards. As of January 31, 2009, the Company had approximately $54,325 (July 31, 2008 - $42,096) in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and begin to expire in the year 2027. (5) RELATED PARTY TRANSACTIONS During the year ended July 31, 2008, an officer, Director, and stockholder of the Company personally paid for expenses on behalf of the Company in the amount of $475. As of July 31, 2008, this individual forgave the Company of this debt. (6) RECENT ACCOUNTING PRONOUNCEMENTS In December 2007, the FASB issued FASB Statement No. 160, "NONCONTROLLING INTERESTS IN CONSOLIDATED FINANCIAL STATEMENTS - AN AMENDMENT OF ARB NO. 51" ("SFAS No. 160"). SFAS No. 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the 11 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO INTERIM FINANCIAL STATEMENTS JANUARY 31, 2009, AND 2008 (UNAUDITED) recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent's equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. SFAS No. 160 clarifies that changes in a parent's ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. SFAS No. 160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The management of Quuibus does not expect the adoption of this pronouncement to have a material impact on its financial statements. In March 2008, the FASB issued FASB Statement No. 161, "DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - AN AMENDMENT OF FASB STATEMENT 133" ("SFAS No. 161"). SFAS No. 161 enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how: (a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounted for under FASB No. 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES"; and (c) derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. Specifically, SFAS No. 161 requires: - disclosure of the objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation; - disclosure of the fair values of derivative instruments and their gains and losses in a tabular format; - disclosure of information about credit-risk-related contingent features; and - cross-reference from the derivative footnote to other footnotes in which derivative-related information is disclosed. SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008. Earlier application is encouraged. The management of Quuibus does not expect the adoption of this pronouncement to have a material impact on its financial statements. In May 2008, the FASB issued FASB Statement No. 162, "THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" ("SFAS No. 162"). SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles ("GAAP") for nongovernmental entities. 12 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO INTERIM FINANCIAL STATEMENTS JANUARY 31, 2009, AND 2008 (UNAUDITED) Prior to the issuance of SFAS No. 162, GAAP hierarchy was defined in the American Institute of Certified Public Accountants ("AICPA") Statement on Auditing Standards ("SAS") No. 69, "THE MEANING OF PRESENT FAIRLY IN CONFORMITY WITH GENERALLY ACCEPT ACCOUNTING PRINCIPLES." SAS No. 69 has been criticized because it is directed to the auditor rather than the entity. SFAS No. 162 addresses these issues by establishing that the GAAP hierarchy should be directed to entities because it is the entity (not the auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. The sources of accounting principles that are generally accepted are categorized in descending order as follows: a) FASB Statements of Financial Accounting Standards and Interpretations, FASB Statement 133 Implementation Issues, FASB Staff Positions, and American Institute of Certified Public Accountants (AICPA) Accounting Research Bulletins and Accounting Principles Board Opinions that are not superseded by actions of the FASB. b) FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and Accounting Guides and Statements of Position. c) AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the FASB, consensus positions of the FASB Emerging Issues Task Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts (EITF D-Topics). d) Implementation guides (Q&As) published by the FASB staff, AICPA Accounting Interpretations, AICPA Industry Audit and Accounting Guides and Statements of Position not cleared by the FASB, and practices that are widely recognized and prevalent either generally or in the industry. SFAS No. 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendment to its authoritative literature. It is only effective for non-governmental entities; therefore, the GAAP hierarchy will remain in SAS 69 for state and local governmental entities and federal governmental entities. The management of Quuibus does not expect the adoption of this pronouncement to have a material impact on its financial statements. In May 2008, the FASB issued FASB Statement No. 163, "ACCOUNTING FOR FINANCIAL GUARANTEE INSURANCE CONTRACTS" ("SFAS No. 163"). SFAS No. 163 clarifies how FASB Statement No. 60, "ACCOUNTING AND REPORTING BY INSURANCE ENTERPRISES" ("SFAS No. 60"), applies to financial guarantee insurance contracts issued by insurance enterprises, including the recognition and measurement of premium revenue and claim liabilities. It also requires expanded disclosures about financial guarantee insurance contracts. 13 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO INTERIM FINANCIAL STATEMENTS JANUARY 31, 2009, AND 2008 (UNAUDITED) The accounting and disclosure requirements of SFAS No. 163 are intended to improve the comparability and quality of information provided to users of financial statements by creating consistency. Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under SFAS No. 60, "ACCOUNTING AND REPORTING BY INSURANCE ENTERPRISES." That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under FASB Statement No. 5, "ACCOUNTING FOR CONTINGENCIES" ("SFAS No. 5"). SFAS No. 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate credit deterioration in its insured financial obligations and (b) the insurance enterprise's surveillance or watch list. SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for disclosures about the insurance enterprise's risk-management activities. Disclosures about the insurance enterprise's risk-management activities are effective the first period beginning after issuance of SFAS No. 163. Except for those disclosures, earlier application is not permitted. The management of Quuibus does not expect the adoption of this pronouncement to have material impact on its financial statements. 14 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS This report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in this report, our registration statement on Form SB-2 and other filings we make from time to time with the Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law. This discussion and analysis should be read in conjunction with the unaudited interim financial statements and notes thereto included in this report and the audited financials in our Annual Report on Form 10-KSB for the year ended July 31, 2008. OVERVIEW We are a development stage company with limited operations and no revenues from our business operations. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues until we have completed the development of our software and marketing plan to generate customers. Accordingly, we must raise cash from sources other than our operations in order to implement our marketing plan. In our management's opinion, there is a need for wireless network services enabling the creation of wireless communities. We are focused on developing an authentication and billing software product, and offering a wireless networking service for the creation of wireless communities. We intend to enable service providers, organizations, and individuals to deploy wireless networks, and to sell subscriptions to end-users to access such wireless networks. Our goal is to provide users with the ability to roam across Quuibus-powered wireless networks. A user with a Quuibus account will be able to connect through and roam across any of our partner wireless networks, similar to the way cellular phone companies allow their customers to roam across different networks. To meet our need for cash, we have raised money from the sale of shares which we registered through a public offering which became effective on November 21, 2007. In addition to the 1,600,000 shares of our common stock which we have sold to our directors, we sold 925,000 shares of our common stock through this offering, which generated $46,500 in gross proceeds. We believe that this will allow us to begin our product development, market our website, and remain in business for the next twelve months. If we are unable to generate revenues after 15 the twelve months for any reason, or if we are unable to make a reasonable profit after twelve months, we may have to suspend or cease operations. At the present time, we have not made any arrangements to raise additional cash. Because we raised less than the maximum amount and need additional funds, we may seek to obtain additional funds through a second public offering, private placement of securities, or loans. PLAN OF OPERATION Our specific goal is to develop our software product and to execute our marketing plan. First, we plan to develop and deploy a software product that allows the authentication of wireless users seeking to use the Internet. Our software product will be composed of two elements, a server-based software product that authorizes subscribers to access the internet and that performs automated billing, and a client-based software product that resides at a wireless access point to police (enable or deny) access based on instructions from the server. After development of our authentication and billing software product, we plan to commence marketing of our wireless networking service on a subscription basis. We will deploy a server side server in order to perform authentication and billing. Billing will be done exclusively through Paypal. In addition, we will use Paypal to compensate partners and resellers. Our billing and payment system will be completely automated which will keep operational costs to a minimum. Our customers will gain access to the Internet through a network of wireless access points that are deployed by our partners. These wireless access devices will be radius compliant as to be able to communicate with our server. When a wireless user tries to access the Internet through one of our partner's wireless access devices, he will be forwarded to a web page that asks him to enter his user name and password, or, if he is not a customer, to subscribe to the service. If the wireless subscriber elects to subscribe to the service, the owner of the access point will receive a one-time fee for such subscription. If the credential supplied by the user is correct, then the user will be allowed access to the Internet. The number of times a customer accesses the network will be logged into our database and will be used to calculate our partners' compensation. We intend to offer yearly, monthly, and daily plans. The price of each of these plans will vary between countries since there are variations in the cost of delivering the service between countries as well as different income levels among the users and differences in the availability of competitive services. Our subscribers will be able to roam (I.E, connect to the internet) across our network. We plan to develop and deploy the backend software that is necessary to manage customer access to the network. We will not deploy the wireless access devices, but will rely on our partners to do so. We intend to test a variety of wireless devices and will establish a list of supported devices. Our web site will be the venue where partners will access their account information, find information 16 about the service, and sign up to be partners. We will maximize automation, thereby significantly decreasing operational costs. RESULTS OF OPERATIONS During the period from March 28, 2007 (date of inception) through January 31, 2009, we incurred a net loss of $54,325. This loss consisted primarily of legal fees, transfer agent fees, audit fees, filing fees and office rent. Since inception, we have sold 2,525,000 shares of common stock. PURCHASE OR SALE OF EQUIPMENT We do not expect to purchase or sell any plant or significant equipment. We have leased web hosting space needed for hosting our website at a cost of $240 annually. REVENUES We had no revenues for the period from March 28, 2007 (date of inception) through January 31, 2009. LIQUIDITY AND CAPITAL RESOURCES Our balance sheet as of January 31, 2009, reflects assets of $5,803. Cash and cash equivalents from inception to date have been insufficient to provide the working capital necessary to operate to date. We anticipate generating losses and, therefore, may be unable to continue operations in the future. If we require additional capital, we would have to issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit, or any other sources. GOING CONCERN CONSIDERATION Our independent auditors included an explanatory paragraph in their report on our financial statements as of and for the period ended July 31, 2008 regarding concerns about our ability to continue as a going concern. Our accompanying financial statements as of and for the period ended January 31, 2009, contain additional note disclosures describing the circumstances that lead to this disclosure. Due to this doubt about our ability to continue as a going concern, management is open to new business opportunities which may prove more profitable to the shareholders of the Company. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our company may have difficulties raising capital until we locate a prospective business opportunity through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our business may fail and our stockholders may lose some or all of their investment. 17 Should our original business plan fail, we anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We can provide no assurance that we will be able to locate compatible business opportunities. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. ITEM 3. QUANITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK None. ITEM 4. CONTROLS AND PROCEDURES DISCLOSURE CONTROLS AND PROCEDURES: Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures include components of our internal control over financial reporting. Management's assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system's objectives will be met. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING: There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 18 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. ITEM 5. OTHER INFORMATION Not applicable. ITEM 6. EXHIBITS Exhibit Number Description ------ ----------- 3.1 Articles of Incorporation (included as Exhibit 3.1 to the Form SB-2 filed November 13, 2007, and incorporated herein by reference). 3.2 By-laws (included as Exhibit 3.2 to the Form SB-2 filed November 13, 2007, and incorporated herein by reference). 31 Certification of the Chief Executive and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 19 SIGNATURE In accordance with the requirements of the Securities Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 23, 2009 QUUIBUS TECHNOLOGY, INC. By: /s/ Hossein Khakbaz Mohseni ----------------------------------------------- Name: Hossein Khakbaz Mohseni Title: President, Secretary, Treasurer and Director In accordance with the requirements of the Securities Act of 1933, this Registration statement was signed by the following persons in the capacities and on the dates stated: Date: March 23, 2009 /s/ Hossein Khakbaz Mohseni ------------------------------------------- Name: Hossein Khakbaz Mohseni Title: President, Secretary, Treasurer and Director (Principal Financial and Executive Officer) Date: March 23, 2009 /s/ Yavuz Konur ------------------------------------------- Name: Yavuz Konur Title: Chief Technical Officer and Director 20 EX-31 2 ex31.txt SECTION 302 CERTIFICATION EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER I, Hossein Khakbaz Mohseni, certify that: 1. I have reviewed this report on Form 10-Q of Quuibus Technology, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 23, 2009 /s/ Hossein Khakbaz Mohseni ------------------------------------------- Name: Hossein Khakbaz Mohseni Title: President, Secretary, Treasurer and Director (Principal Financial and Executive Officer) EX-32 3 ex32.txt SECTION 906 CERTIFICATION EXHIBIT 32 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Hossein Khakbaz Mohseni, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge, Quuibus Technology, Inc.'s Quarterly Report on Form 10-Q for the quarter ended January 31, 2009 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Quuibus Technology, Inc. Date: March 23, 2009 /s/ Hossein Khakbaz Mohseni ------------------------------------------- Name: Hossein Khakbaz Mohseni Title: President, Secretary, Treasurer and Director (Principal Financial and Executive Officer) This certification accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that Quuibus Technology, Inc. specifically incorporates it by reference. -----END PRIVACY-ENHANCED MESSAGE-----