As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/13/08  Quadtech International Inc.       10QSB       4/30/08    5:246K                                   Parsons James B/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Quarterly Report -- Small Business                  HTML    161K 
 2: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)  HTML     10K 
 3: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)  HTML      9K 
 4: EX-32.1     Certification per Sarbanes-Oxley Act (Section 906)  HTML      8K 
 5: EX-32.2     Certification per Sarbanes-Oxley Act (Section 906)  HTML      8K 

    

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D. C. 20549

FORM 10-QSB

(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934.

For the quarterly period ended April 30, 2008

( ) Transition report pursuant to Section 13 or 15(d) of the Exchange Act

for the transition period from  May 10, 2002  to April 30, 2008

 Commission file number: 0-27795

 

QUADTECH INTERNATIONAL, INC.

(formerly Meier Worldwide Intermedia Inc.)

(Exact name of registrant as specified in charter)

 

NEVADA	52-2079421
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

 

189 Talisman Ave.

Vancouver BC V5Y 2L6, Canada

(Address of principal executive offices)

(604) 871-9031

(Registrant's Telephone Number, Including Area Code)

Check 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 preceding 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 ( )

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 April 30, 2008, the issuer had  28,929,565 shares of common stock outstanding

Transitional Small Business Disclosure Format: YES ( ) NO (X)

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QUADTECH INTERNATIONAL, INC. AND SUBSIDIARIES

 (A DEVELOPMENT STAGE ENTERPRISES)

INDEX TO FORM 10-QSB

 

  PART 1. FINANCIAL INFORMATION

 

 

	Page
Item 1. Consolidated Financial Statements (unaudited):
Consolidated Balance Sheets as of April 30, 2008 and October 31, 2007	5
Consolidated Statements of Operations for the three and six months ended April 30, 2008 and 2007, and the period May 10, 2002 (date of inception) to January 31, 2008	6
Consolidated Statements of Cash Flows for the three months ended April 30, 2008 and 2007, and the period May 10, 2002 (date of inception) to January 31, 2008	7
Statement of Changes in Stockholders Equity	8
Notes to Consolidated Financial Statements	9 - 13
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	14 - 15
Item 3. Controls and Procedures	16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	18
Item 3. Defaults Upon Senior Securities	18
Item 4. Submission of Matters to a Vote of Securities Holders	18
Item 5. Other Information	18
Item 6. Exhibits	19-21

 

 

 

2

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PART I

FORWARD-LOOKING STATEMENTS

 

Certain statements contained in this filing are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to financial results and plans for future business development activities, and are thus prospective. These statements appear in a number of places in this Form 10-QSB and include all statements that are not statements of historical fact regarding intent, belief or our current expectations, with respect to, among other things: (i) our financing plans; (ii) trends affecting our financial condition or results of operations; (iii) our growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may," "would," "could," "will," "expect," "estimate," "anticipate," "believe," "intend," "plans," and similar expressions and variations thereof are intended to identify forward-looking statements.

 

 

Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond our ability to control. Actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Among the key risks, assumptions and factors that may affect operating results, performance and financial condition are changes in technology, fluctuations in our quarterly results, ability to continue and manage our growth, liquidity and other capital resources issues, competition and the other factors discussed in detail in our filings with the Securities and Exchange Commission.

 

 

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FINANCIAL STATEMENTS  

Madsen & Associates, CPA’s Inc.

Certified Public Accountants and Business Consultants

684 East Vine Street #3

Murray, Utah 84107

Tel no:- 801-268-2632

Fax no: - 801-262-3978

REPORT ON REVIEW BY INDEPENDENT

CERTIFIED PUBLIC ACCOUTANT

The Board of Directors

Meier Worldwide Intermedia, Inc.

We have reviewed the balance sheet of the above company as of April 31,2008 and the related statements of operations and cash flows for the periods then ended. These financial statements are the responsibility of the company’s management.

We conducted the review in accordance with standards established by the American Institute of Certified Public Accountants. A review of the interim financial information consists principally of applying procedures to financial data and making inquiries of the persons responsible for the financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted accounting standards, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly we do not express an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

__________________________

Madsen & Associates CPA’s Inc.

Salt Lake City, Utah

June 13, 2008

  

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FINANCIAL STATEMENTS 

  The accompanying balance sheet of QuadTech International, Inc. and Subsidiary at April 30, 2008 and statement of operations for the three and six months ended April 30, 2008 and 2007, and the cash flows for the three months ended April 30, 2008 and 2007 have been prepared by the Company’s management and they include all the information and notes to the financial statements necessary for a complete presentation of the financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the six months ended April 30, 2008 are not necessarily indicative of the results that can be expected for the year ending October 31, 2008.

  

June 13, 2008

 

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QUADTECH INTERNATIONAL INC. AND SUBSIDIARY

 ( DEVELOPMENT STAGE COMPANY)

UNAUDITED

 

QUADTECH INTERNATIONAL INC. AND SUBSIDIARY
( DEVELOPMENT STAGE COMPANY)
UNAUDITED
CONSOLIDATED BALANCE SHEET
as at:					30 April 2008		31 October 2007
ASSETS
CURRENT ASSETS
Cash					$               -		$                    6
Total  Current  Assets					$                      -		$                    6
EQUIPMENT					$                       0		$                    0
- net of accumulated depreciation
OTHER  ASSETS
Available-for-sale  securities					$                   210		390
					$                  210		$              396
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Bank Overdraft					$                     12		$                  -
Note  payable					$              32,431		$           32,431
Accrued  interest  payable					$              19,994		$           17,924
Accounts  payable					$              89,156		$           83,586
Accrued  rent  payable					$              41,451		$           41,435
Accounts  payable  -  related  parties					$            382,449		$         382,137
Total  Current  Liabilities					$            565,494		$         557,513
STOCKHOLDERS'  DEFICIENCY
Common  stock
200,000,000 shares authorized, at $0.001 par value;
28,929,565	shares  issued  and  outstanding				$              28,929		$           28,929
Capital  in  excess  of  par  value					$         3,650,475		$      3,650,475
Deficit  accumulated  during  development  stage					$        (4,244,688)		$    (4,236,521)
Total  Stockholders'  Deficiency					$           (565,284)		$       (557,117)
					$                  210		$              396

The accompanying notes are an integral part of these financial statements

 

 

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QUADTECH INTERNATIONAL INC. AND SUBSIDIARY

(DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS APRIL 30, 2008 AND 2007 AND THE PERIOD

MAY 10, 2002 (DATE OF INCEPTION OF SUBSIDIARY) TO APRIL 30, 2008

UNAUDITED

						Three Months				Six Months				10-May-02
						30 Apr		30 Apr		30 Apr		30 Apr		to 30 Apr
						2008		2007		2008		2007		2008
REVENUES						$         -		$             -		$             -		$               -		$           80,756
EXPENSES
Professional and consulting						$         -		$             -		$             -		$               -		$      4,132,782
Administrative /(Written Back)						$   2,596		$      18,127		$       6,286		$        28,082		$         151,849
Depreciation								$             -		$             -		$               -		$           19,253
						$   2,596		$      18,127		$       6,286		$        28,082		$      4,303,884
NET  (LOSS)  FROM OPERATIONS						$ (2,596)		$    (18,127)		$     (6,286)		$      (28,082)		$   (4,223,128)
OTHER
Interest						$    (593)		$      (1,005)		$     (1,671)		$        (1,992)		$        (11,740)
(Loss) on Investment- Unrealized						$    (210)		$           (30)		$        (210)		$             (30)		$          (9,820)
NET  LOSS						$ (3,399)		$    (19,161)		$     (8,167)		$      (30,103)		$   (4,244,688)
NET LOSS PER COMMON SHARE
Basic  and  diluted										(0.000)		(0.00)
AVERAGE  OUTSTANDING   SHARES				(stated  in  1,000's)
Basic										28,930		28,930

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QUADTECH INTERNATIONAL INC. AND SUBSIDIARY

 (DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE AMD SIX MONTHS ENDED APRIL 30, 2008 AND 2007 AND THE PERIOD

MAY 10, 2002 (DATE OF INCEPTION OF SUBSIDIARY) TO APRIL 30, 2008

UNAUDITED

										10-May-02
						30 Apr		30 Apr		to 30 Apr
						2008		2007		2008
CASH FLOWS FROM
OPERATING ACTIVITIES
Net  loss						$      (8,167)		$       (30,104)		$    (4,244,688)
Adjustments to reconcile net
loss to net cash provided by
operating activities						$            -		$               -
Depreciation						$            -		$               -		$         19,253
Unrealized (Profit)/Loss in Investment						$          210		$              30		$           9,820
Stock issued for services and						$            -		$               -		$                -
capital expenses						$            -		$               -		$     3,585,232
Changes in accounts receivables						$            -		$               -		$                -
Changes in accounts payable						$       7,645		$        20,015		$       173,809
Net Cash Provided (Used) in
Operations						$         (312)		$       (10,059)		$      (456,574)
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase office equipment						$            -		$               -		$        (19,253)
Purchase  available-for-sale
securities						$            -		$               -		$        (10,000)
						$            -		$               -		$        (29,253)
CASH  FLOWS  FROM  FINANCING
ACTIVITIES
Proceeds  from  issuance  of  common
Common stock and stock
Subscriptions received						$            -		$               -		$       100,500
Advances from related parties						$          313		$        10,066		$       382,137
Net  Increase  (Decrease)  in  Cash						$           (19)		$                7		$          (3,190)
Cash  at  Beginning  of  Period						$             6		$              30		$                -
Cash  at  End  of  Period						$           (12)		$              37		$          (3,190)

NON CASH FLOWS FROM OPERATIONS
Issuance of 580,000 shares common capital stock for
Services - founders stock  -  2002				$           1,000
Contributions  to  capital  -  expenses  -  2002				$           4,800
Issuance  of 61,774 shares common capital stock -
Acquisition of Covenant - 2003				$      (137,456)
Issuance  of 657,500 shares common capital stock for
Services and expenses				$       720,050
Issuance  of  46,000  shares  common  capital  stock
For services - 2004				$       230,000
Issuance  of  45,000  shares  common  capital  stock
For services - 2005				$       225,000
Issuance  of	7,730,303	shares  common  capital  stock
For services - 2006				$     2,340,182

The accompanying notes are an integral part of these financial statements. 

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QUADTECH INTERNATIONAL INC. AND SUBSIDIARY

 (DEVELOPMENT STAGE COMPANY)

 

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

PERIOD MAY 10, 2002 (DATE OF INCEPTION OF SUBSIDIARY) TO APRIL 30, 2008

UNAUDITED

				CAPITAL IN
				COMMON  STOCK			EXCESS  OF		ACCUMULATED
				SHARES     AMOUNT			PAR  VALUE		DEFICIT
BALANCE MAY 10, 2002				-	$           -		$                      -		$                    -
Issuance of common stock
to founders for services				580,000	$         580		$                   420		$                    -
Services and office expenses
contributed by shareholder				-	$           -		$                 4,800		$                    -
Net operating loss May 10,
2002 to October 31, 2002				-	$           -		$                      -		$              (4,856)
Issuance of common stock
for services and office
expenses
- January 2003				632,550	633		$             631,917
- June 2003				25,000	25		$               87,475
Issuance of common stock
for cash
at  - 2003				15,000	15		$               37,485
at- 2003				6,500	6		$               32,494
Issuance of common stock
for acquisition of
Covenant  Corporation
- June 25, 2003				61,774	$           62		$            (137,518)		$                    -
Net operating loss for
the year ended October 31, 2003				-	$           -		$                      -		$           (757,109)
Issuance of common stock
for cash
- April 2004				2,400	2		$               11,998
Issuance of common stock
for services
at  - April 2004				46,000	$           46		$             229,954
Net operating loss for
the year ended October 31, 2004				-	$           -		$                      -		$           (394,652)
BALANCE OCTOBER 31, 2004				1,369,224	1,369		899,025		(1,156,617)
Issuance of common stock for subscriptions
received in 2004 year				4,000	$            4		$               18,496
Shares cancelled re Covent Corp				(50,000)	$          (50)		$                     50
Issuance of common stock
for services
at - January 2005				45,000	$           45		$             224,955
Net operating loss for
the year ended October 31, 2005									(363,993)
BALANCE OCTOBER 31, 2005				1,368,224	1,368		1,142,526		(1,520,610)

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Adjustment for Reverse Slipt of common stock-
1 share for 10 - March 30, 2006				38
Issuance of common stock
for debt				19,831,000	19,831		175,498
Issuance of common stock
for services
at $.01 -  7 April, 2006				2,000,000	2,000		$               18,000
at $1.26 - 5 May, 2006				100,000	100		$             125,900
at $.60 - 12 June, 2006				3,030,303	3,030		$          1,815,151
at $.24 - 22 June, 2006				100,000	100		$               23,900
at $.35 - 10 August, 2006				400,000	400		$             139,600
at $.10 - 26 August, 2006				2,000,000	2,000		$             198,000
at $.14 - 7 September, 2006				50,000	50		$                 6,950
at $10 - 10 September, 2006				50,000	50		$                 4,950
Net operating loss for the year									(2,397,286)
BALANCE OCTOBER 31, 2006				28,929,565	28,929	#	3,650,475	#	(3,917,896)
Net operating loss for the year
ended October 31, 2007									(318,625)
BALANCE OCTOBER 31, 2007				28,929,565	28,929		3,650,475		(4,236,521)
Net operating loss for the1st Quarter
ended April 30, 2008									(8,167)
				28,929,565	28,929	#	3,650,475	#	(4,244,688)

The accompanying notes are an integral part of these financial statements

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QUADTECH INTERNATIONAL, INC. AND SUBSIDIARIES

 (Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

April 30, 2008

1. ORGANIZATION

The Company was incorporated under the laws of the State of Nevada on June 17, 1997 with authorized capital stock of 200,000,000 shares at a par value of $0.001.

On June 26, 2003 the Company acquired all the outstanding stock of Covenant Corporation (Covenant). Covenant was incorporated in the State of Nevada on May 10, 2002 for the purpose of developing tools to counteract the online piracy of video, music and software files.

For financial statement purposes, the transaction was treated as a reverse acquisition and a recapitalization with Covenant being treated as the acquirer. The Company issued one share of its common stock or each of Covenant’s 12,590,500 outstanding shares. Immediately before acquisition the Company had 617,744 shares outstanding and liabilities in excess of assets of approximately $137,456. The transaction was accounted for as a purchase, with no good will recognized, resulting in a deficiency of $137,456 which was reflected as an adjustment to stockholders’ equity on the acquisition date. All shares are shown post reverse split.

On March 31, 2006 the Company changed the name of the company to QuadTech International, Inc. and its public trading symbol has changed to QTII. The Company also completed a one-for-ten reverse split of the Company's common stock

This name change and new trading symbol are to better reflect the company’s new direction as a global developer and provider of mine-safety solutions.

On May 8, 2006 the Company entered into an exclusive worldwide sales and marketing agreement with iPackets International pursuant to which QuadTech agreed to market and sell iPackets’ mine-safety technologies. However, on September 7, 2006 QuadTech announced that it had terminated the agreement with iPackets International, thereby relinquishing the licensing rights to iPackets’ mine safety product. QuadTech’s management determined that the agreement with iPackets simply was not creating value for the company’s shareholders.

QuadTech, announced on the same day, September 7, 2006 that it had acquired a 100 percent ownership stake in MRID Technologies (“MTech”). This acquisition included the rights to MTech’s patent-pending Multiple Range Identification (“MRID”) asset tracking technology, which we consider to be the next generation in Radio Frequency Identification (“RFID”) technology. As part of the agreement, MTech’s management team is expected to join QuadTech to continue to oversee manufacturing, research and development, and systems installation and deployment, once the Company has raised sufficient finance to proceed with this venture

First developed in the early 1970’s, RFID technology uses radio frequency waves to determine whether an object is or is not present. Consequently, current RFID systems do not allow users to pinpoint the location of tagged items.

MTech’s MRID systems transmit multiple radio frequency codes, which offer the added functionality of determining direction and proximity of the tagged item or person in relation to the reader receiving its signal. As a result, an MRID receiver is designed to determine the location of a tagged item, making the new MRID systems invaluable in emergency situations or for organizations with large numbers of mobile assets to protect.

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QUADTECH INTERNATIONAL, INC. AND SUBSIDIARIES

 (Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

April 30, 2008

Possible applications and target markets for MRID systems include the law enforcement, military, fire rescue, livestock, motion picture, sports, homeland security, and mining industries, as well as other first response operations.

The Company is actively pursuing funding options in order to pursue commercialization of the MRID technology.

We have not developed or marketed any products, do not have any customers, and have not generated any revenue from operations to date.  

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expenses based on the accrual method of accounting.

Dividend Policy

The Company has not yet adopted any policy regarding payment of dividends.

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding, after the stock split. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common or preferred share rights unless the exercise becomes anti-dilutive and then only the basic per share amounts are shown in the report.

Principles of Consolidation

The accompanying consolidated financial statements include the account of Covenant from its inception, and the Company for the period from June 26, 2003, the date of the reverse acquisition. All significant inter-company accounts and balances have been eliminated in consolidation.

Equipment

Equipment consists of computers and office improvements and are stated at cost. Major additions are capitalized, while minor additions and repairs, which do not extend the useful life of an asset, are expensed as incurred. Depreciation is provided using the straight-line method of three and five years.

Evaluation of Long-Lived Assets

The Company periodically reviews its long lived assets and makes adjustments, if he carrying value exceeds the fair value.

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QUADTECH INTERNATIONAL, INC. AND SUBSIDIARIES

 (Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

April 30, 2008

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.

On October 31, 2007 the Company had a net operating loss carryover of approximately $5,176,911 for income tax purposes, which includes approximately $950,000 of loss carry forwards prior to the reverse acquisition described above. The tax benefit of approximately$1,250,000 from the loss carry forward has been fully offset by a valuation reverse because the future tax benefit is undeterminable since the Company is unable to establish a predictable projection of operating profits for future years.

The net operating loss carry forwards expire in various years through October 31, 2013 for Canadian reporting and October 31, 2027 for United States reporting.

Foreign Currency Translation

Part of the transactions of the Company were completed in Canadian dollars and have been translated to US dollars as incurred, at the exchange rate in effect at the time, and therefore, no gain or loss from the translations is recognized. The functional currency is considered to be US dollars.

 

Revenue Recognition

Revenue is recognized on the sale and delivery of a product or the completion of a service provided.

Advertising and Market Development

The Company expenses advertising and market development costs as incurred.

Financial Instruments

The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short term maturities.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

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QUADTECH INTERNATIONAL, INC. AND SUBSIDIARIES

 (Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2008

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Comprehensive Income

The Company adopted Statement of Financial Accounting Standards No. 130 which resulted in the showing of a temporary loss on available-for-sale securities under the Stockholders’ Deficiency. During the year ended October 31, 2007 there was a decrease in the value of the available -for-sale securities held by the Company, which was considered to be other than temporary and therefore the amount of the decrease was expensed.

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

3. NOTE PAYABLE

On August 15, 1997 the Company received a loan from a non-related party in the amount of $32,431. A legal action was started for collection of the amount due by the Company and a consent judgment was given by the Company agreeing to monthly payments of $672.26 including interest at 1% above the HSBC Canada Bank prime rate with payments starting October 1, 1999. No payments have been made and the note is in default, however, there has been no further legal action started by the note holder. The note of $32,431 and its accrued interest of $19,994 is shown in the balance sheet.

4. RELATED PARTY TRANSACTIONS

Certain related parties periodically advance funds to us. These advances, which totaled approximately $382,449  at April 30, 2008 are unsecured, non-interest bearing and due on demand.

5. CAPITAL STOCK

No Stock was issued in the quarter ended April 30, 2008

6. STOCK BASED COMPENSATION

There are no options at present

7. CONTINUING AND CONTINGENT LIABILITIES

The Company may be liable as a guarantor on a legal action against a former subsidiary in an amount of $41,435 and is shown as part of the accounts payables, which represents management’s estimate of the potential liability. Management believes the potential litigation would not result in any material loss.

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QUADTECH INTERNATIONAL, INC. AND SUBSIDIARIES

 (Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2008

8. GOING CONCERN

On the balance sheet date the Company did not have the working capital necessary to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern.

Continuation of the Company in its planned activity is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through receiving additional loans from related parties, additional equity funding, and the settlement of debt due the running of the statute of limitations, which will enable the Company to operate during the coming year.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS OR PLAN OF OPERATION

 

The following discussion and analysis should be read in conjunction with the balance sheet as of April 30, 2008 and statements of operations for the three and six months ended April 30, 2008 and 2007 included with this Form 10-QSB.

 

Overview

We are a development stage company. We have no revenues and an accumulated loss of approximately $4,244,688 from inception on May 10, 2002 through April 30, 2008. Our losses result primarily from the issuance of common stock to various individuals and companies for assisting us with the development of our products, marketing and general business strategy.

 

Liquidity and Capital Resources

 

At April 30, 2008, we have no cash available to fund future expenses. We have funded our development stage operations to date through the sale of our common stock and advances from shareholders. From inception on May 10, 2002 through April 30, 2008, we have raised approximately $100,500 through the sale of our common stock. Additionally, we have borrowed approximately $382,449 from our shareholders during this period. 

The Company is continuing to accrue the interest on the note payable as it is not in a position to repay this note. Likewise, it has no immediate plans to repay the accrued rent. With regards to the accounts payable the company is looking a alternative finance to allow it to repay the accounts payable.

Our cash on hand resources as of April 30, 2008 are not sufficient to satisfy our operating needs. In order to maintain our current operations for the remainder of our fiscal year, , we expect we estimate that we will require an additional $500,000 in funding. We currently have no sources of financing identified, and there can be no assurance that financing  will be  available in amounts or on terms acceptable to us, if at all. If we do not raise or generate these funds, the implementation of our short-term and long-term business plan will be delayed indefinitely.

 

Plan of Operation

QuadTech announced on May 8, 2006 that it  had entered into an exclusive worldwide sales and marketing agreement with iPackets International pursuant to which Quadtech was to market and sell iPackets’ mine-safety technologies. However, on September 7, 2006 QuadTech announced that it had terminated the agreement with iPackets International, thereby relinquishing the licensing rights to iPackets’ mine safety product. QuadTech’s management determined that the agreement with iPackets simply was not creating value for the company’s shareholders, and the management team felt it was time to consider other alternatives.

Also QuadTech, announced on the same day, September 7, 2006 that it had signed a letter of intent to acquired a 100 percent ownership stake in MRID Technologies (“MTech”). On QuadTech has raised sufficient funds it will enter into a definitive agrrement. This acquisition includes the rights to MTech’s patent-pending Multiple Range Identification (“MRID”) asset tracking technology, the next generation in Radio Frequency Identification (“RFID”).

MTech’s management team is expected to work with  QuadTech to continue to oversee manufacturing, research and development, and systems installation and deployment.

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First developed in the early 1970’s, RFID technology uses radio frequency waves to determine simply if an object is or is not present. Consequently, current RFID systems do not allow users to pinpoint the location of tagged items.

MTech’s MRID systems are designed to transmit multiple radio frequency codes, which offer the added functionality of determining direction and proximity of the tagged item or person in relation to the reader receiving its signal. As a result, an MRID receiver is designed to accurately determine the location of a tagged item. The new MRID systems are designed for use in emergency situations or for organizations with large numbers of mobile assets to protect.

Potential applications and target markets for the MRID systems include the law enforcement, military, fire rescue, livestock, motion picture, sports, homeland security, and mining industries, as well as other first response operations.

 

Critical Accounting Policies

 

Our critical accounting policies, including the assumptions and judgments underlying them, are disclosed in the notes to the consolidated financial statements. We have consistently applied these policies in all material respects. At this stage of our development, these policies primarily address matters of expense recognition. Management does not believe that our operations to date have involved uncertainty of accounting treatment, subjective judgment, or estimates, to any significant degree.

 

 

ITEM 3 - CONTROLS AND PROCEDURES

 

(a)   Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.

 

(b)   Changes in internal controls.   There was no change in our internal controls or in other factors that could affect these controls during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

(c) Limitations on Effectiveness of Disclosure Controls and Procedures. Disclosure controls and procedures cannot provide absolute assurance of achieving financial reporting objectives because of their inherent limitations. Disclosure controls and procedures is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Disclosure controls and procedures also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by disclosure controls and procedures. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

 

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PART II

 

Item 1. Legal Proceedings.

 

None.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

 

Item 3. Defaults upon Senior Securities.

 

On August 15, 1997 the Company received a loan from a non-related party in the amount of $32,431. A legal action was started for collection of the amount due by the Company and a consent judgment was given by the Company agreeing to monthly payments of $672.26 including interest at 1% above the HSBC Canada Bank prime rate with payments starting October 1, 1999. No payments have been made and the note is in default, however, there has been no further legal action started by the note holder. The note of $32,431 and its accrued interest of $19,994 is shown in the balance sheet.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

 

Formation of Technical Advisory Board:

None

  

Item 6. Exhibits.

(a) Exhibits

31.1	Certification by Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification by Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

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 SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	QuadTech International, Inc.
	By:	“John Meier”
		John Meier
		President and Chief Executive Officer

 

		“Roland Vetter”
	By:	Roland Vetter
		Chief Financial Officer

 

 

 

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