UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2009 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to________________ Commission file number 333-151212 QUUIBUS TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Nevada 45-0560329 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 114 West Magnolia St., #400-136, Bellingham, WA 98225 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (702) 990-8402 Securities registered under Section 12(b) of the Act: None N/A Title of each class Name of each exchange on which registered Securities registered under Section 12(g) of the Act: Common Stock, $0.001 par value (Title of class) Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X] Indicate by checkmark whether the registrant has (1) 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 checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [X] No [ ] The aggregate market value of voting and non-voting common equity held by non-affiliates as of November 4, 2009 was approximately $46,500 based upon 925,000 shares held by non-affiliates and a closing market price of $0.05 per share on January 31, 2009. As of November 4, 2009, there were 2,525,000 shares of common stock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Exhibits incorporated by reference are referred to in Part IV. AVAILABLE INFORMATION Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports that we file with the Securities and Exchange Commission, or SEC, are available at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding reporting companies. TABLE OF CONTENTS Page ---- PART I ITEM 1. Business 4 ITEM 1A Risk Factors 7 ITEM 2. Properties 11 ITEM 3. Legal Proceedings 11 ITEM 4. Submission of Matters to a Vote of Security Holders 11 PART II ITEM 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 11 ITEM 6. Selected Financial Data 12 ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 ITEM 8. Financial Statements and Supplementary Data 17 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 31 ITEM 9A(T). Controls and Procedures 31 ITEM 9B. Other Information 32 PART III ITEM 10. Directors, Executive Officers and Corporate Governance 33 ITEM 11. Executive Compensation 34 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 36 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 37 ITEM 14. Principal Accountant Fees and Services 37 ITEM 15. Exhibits Financial Statement Schedules 38 Signatures 39 2 PART I FORWARD LOOKING STATEMENTS. This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" and the risks set out below, any of which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation: * the uncertainty that we will not be able to successfully identify and evaluate a suitable business opportunity; * risks related to the large number of established and well-financed entities that are actively seeking suitable business opportunities; * risks related to the failure to successfully manage or achieve growth of a new business opportunity; and * other risks and uncertainties related to our business strategy. This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The safe harbors of forward-looking statements provided by Section 21E of the Exchange Act are unavailable to issuers of penny stock. As we issued securities at a price below $5.00 per share, our shares are considered penny stock and such safe harbors set forth under the Private Securities Litigation Reform Act of 1995 are unavailable to us. Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock. As used in this annual report, the terms "we," "us," "our" and "Quuibus" mean Quuibus Technology, Inc., unless otherwise indicated. 3 ITEM 1. BUSINESS OVERVIEW OF THE COMPANY We are a development stage company that was incorporated on March 28, 2007. We have commenced only limited operations, primarily focused on organizational matters. We have not generated any revenues to date and we do not expect to generate revenues during the next 12 months of our operations. Our Directors have reserved a domain name for us and have also acquired web and email hosting. We have not commenced operations other than in connection with certain preliminary surveys conducted by our officers. We have completed our corporate website. We do not currently have sufficient capital to operate our business and we hope to raise additional financing to continue with our business development plans. There is no assurance that we will have revenue in the future or that we will be able to secure the necessary funding to develop our business. We are focused on developing and offering a server-based software product for the creation of wireless communities. We intend to enable service providers, organizations, and individuals to deploy wireless networks and to sell subscriptions to access such networks to end-users. It is our goal to provide end-users with the ability to roam across Quuibus-powered wireless networks. After development of our authentication and billing software product, we plan to commence marketing of our wireless networking service on a subscription basis. We have made a survey of available wireless authentication solutions on the market and have narrowed our search to two solutions. In our preliminary evaluation of the two products, we have determined that they will be able to meet, with customization, most of our needs. These products are FreeRadius and Linux LiveCD HotSpot Server. Customization of such software solutions to meet our needs will require us to invest eight to nine months of development efforts. In addition, we have identified several contractors that we believe are suitable to perform the software customization. As a result of this process, we have budgeted $1,000 monthly to complete the project, but we have not yet entered into any contracts for these services. We have evaluated potential candidates on the basis of skill, software development track record, references and price. 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. The company has not been able to implement its business plan due to a lack of funding. Our Directors are evaluating whether our business plan is still feasible, and they intend to continue to try to develop the business. Our offices are currently located at West Magnolia St., #400-136, Bellingham, WA, 98225. Our telephone number is (360) 392-2830. Our website is www.quuibus.com. BUSINESS DEVELOPMENT As of February 18, 2008, we raised $46,500 in gross proceeds from the sale of 925,000 shares of our common stock. We used these proceeds to fund our operations during our last fiscal year. PRINCIPAL PRODUCT AND SERVICE AND THEIR MARKET The market for wireless networking services is expanding at a rapid rate. This is driven primarily by the need for mobility and freedom from landline connections. This does not mean that landline broadband internet is in retreat. Indeed, landline broadband internet is also increasing at a rapid rate and is also driving the adoption of wireless internet connectivity. As people's lives become more internet-centric, the number of broadband connections has been expanding. 4 OUR SOFTWARE PRODUCT AND SERVICE MODEL Our software product will be composed of two elements: a server based software that authorizes subscribers to access the internet, and software that resides at a wireless access point to police (enable or deny) access based on instructions from the server. 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. 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 and differences regarding the availability of competition. Our subscribers will be able to roam (I.E., connect to the internet) across our network. PRODUCT DEVELOPMENT The server side software will be a customized radius server integrated with a billing engine. Commercial radius servers are available from several vendors such as Microsoft (http://www.microsoft.com) and Aradial Technologies (http://www.aradial.com/). Mature open source products such as OpenRadius (http://www.xs4all.nl/~evbergen/openradius/) and FreeRadius (http://www.freeradius.org/) are also available. Some of the radius servers already have support for WiFi clients and some are integrated with billing systems and others are stand-alone. We have performed a preliminary evaluation of two products, and we have found that with some customization they will meet most of our needs. These are FreeRadius and Linux LiveCD HotSpot Server. We will require investing nine months of development efforts in order to customize one of these software products to meet our needs. The software will be customized to integrate payment systems and support resellers. We will only accept Paypal as a method of payment. Paypal will be used to collect money from subscribers and to pay resellers. This will simplify our backend operation as well as our development effort. Our server software will be designed to support any standard-compliant radius client. Several vendors (for example: Nomadix) sell wireless devices with radius support. Newer wireless devices also support Radius WPA which allows the radius server to permit or deny access to a user. We expect that a beta version of our server side application will be completed six months after receiving additional financing to enable us to commence development, and a deployable version will be available in nine months. MARKETING & SALES STRATEGY Our marketing efforts will be directed toward executing a strategy of building a network of partners around the world that will drive the adoption of our wireless network. We intend to develop alliances with strong partners in order to maximize market penetration and market share. We expect that this strategy will build revenues, establish our brand, and establish lasting channel partnerships, hopefully creating a barrier to entry for other competitors. SOURCES AND AVAILABILITY OF PRODUCTS AND SUPPLIES There are no constraints on the sources or availability of products and supplies related to our business. We will be producing our own product, and the distribution of our products and services will be over the internet. DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS The nature of our service offering does not mandate any dependence on one or a few major customers; however, if we obtain one or more large corporate accounts, then we may end up being dependent on one or a few major customers. 5 PATENT, TRADEMARK, LICENSE & FRANCHISE RESTRICTIONS AND CONTRACTUAL OBLIGATIONS & CONCESSIONS We have not entered into any franchise agreements or other contracts that have given, or could give rise to obligations or concessions. We plan to develop a software product and intend to protect our software product with copyright and trade secrecy laws. Beyond our trade name and our proposed software product, we do not hold any intellectual property. EXISTING OR PROBABLE GOVERNMENT REGULATIONS There are no existing government regulations, nor are we aware of any regulations being contemplated that would adversely affect our ability to operate. Due to the increasing popularity and use of the internet, it is possible that a number of laws and regulations may be adopted with respect to the internet generally, covering issues such as user privacy, pricing, and characteristics and quality of products and services. Similarly, the growth and development of the market for internet commerce may prompt calls for more stringent consumer protection laws that may impose additional burdens on those companies conducting business over the Internet. The adoption of any such laws or regulations may decrease the growth of commerce over the Internet, increase our cost of doing business, or otherwise have a harmful effect on our business. To date, governmental regulations have not materially restricted the use or expansion of the internet. However, the legal and regulatory environment that pertains to the Internet is uncertain and may change. New laws may cover issues that include: * Sales and other taxes; * User privacy; * Pricing controls; * Characteristics and quality of products and services; * Consumer protection; * Libel and defamation; * Copyright, trademark and patent infringement; and/or * Other claims based on the nature and content of internet materials. These new laws may have an impact on our ability to market our products and services in accordance with our business plan. RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS We have incurred costs to date and, subject to obtaining financing, have plans to undertake additional research and development activities during the next 12 months. For a detailed description of our plans see "Plan of Operation" in Item 7 below. EMPLOYEES As of October 26, 2009, we have no employees as we have been unable to secure sufficient financing to hire full time or part time staff. Our officers and Directors provide services to us on an as-needed basis. 6 ITEM 1A. RISK FACTORS Much of the information included in this annual report includes or is based upon estimates, projections or other "forward looking statements". Such "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected, and in the future could materially affect, actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements". 1. WE HAVE A GOING CONCERN OPINION FROM OUR AUDITORS, INDICATING THE POSSIBILITY THAT WE MAY NOT BE ABLE TO CONTINUE TO OPERATE. The Company has incurred net losses of $(62,292) for the period from March 28, 2007 (inception) through July 31, 2009. We anticipate generating losses for the next 12 months. Therefore, we may be unable to continue operations in the future as a going concern. No adjustment has been made in the accompanying financial statements to the amounts and classification of assets and liabilities which could result should we be unable to continue as a going concern. If we cannot continue as a viable entity, our stockholders may lose some or all of their investment in the Company. In addition, our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. As a result, we may not be able to obtain additional necessary funding. There can be no assurance that we will ever achieve any revenues or profitability. The revenue and income potential of our proposed business and operations are unproven, and the lack of operating history makes it difficult to evaluate the future prospects of our business. 2. WE ARE A DEVELOPMENT STAGE COMPANY AND MAY NEVER BE ABLE TO EXECUTE OUR BUSINESS PLAN. We were incorporated on March 28, 2007. We currently have no products, customers, or revenues. Although we have begun initial planning for the development of our software product and the related wireless network service, we may not be able to execute our business plan. 3. OUR BUSINESS PLAN MAY BE UNSUCCESSFUL. The success of our business plan is dependent on our developing our server-based software product that will perform authentication and billing, and our marketing our wireless network service to end-users. Our ability to develop this product is unproven, and the lack of operating history makes it difficult to validate our business plan. In addition, the success of our business plan is dependent upon the market acceptance of our single service plan. Should this service be too narrowly focused or should the target market not be as responsive as we anticipate, we will not have in place alternate services or products that we can offer to ensure our continuing as a going concern. 4. WE HAVE NO OPERATING HISTORY AND HAVE MAINTAINED LOSSES SINCE INCEPTION, WHICH WE EXPECT TO CONTINUE IN THE FUTURE. We also expect to continue to incur operating losses in future periods. These losses will occur because we do not yet have any revenues to offset the expenses associated with the development of our software product and the marketing and sale of our wireless network service. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail. 7 5. OUR EXECUTIVE OFFICERS AND DIRECTORS HAVE SIGNIFICANT VOTING POWER AND MAY TAKE ACTIONS THAT MAY BE DIFFERENT THAN ACTIONS SOUGHT BY OUR OTHER STOCKHOLDERS. Our officers and Directors will be able to exercise significant influence over all matters requiring stockholders approval. This influence over our affairs might be adverse to the interest of our other stockholders. In addition, this concentration of ownership could delay or prevent a change in control and might have an adverse effect on the market price of our common stock. 6. SINCE OUR OFFICERS AND DIRECTORS MAY WORK OR CONSULT FOR OTHER COMPANIES, THEIR OTHER ACTIVITIES COULD SLOW DOWN OUR OPERATIONS. Our officers and Directors are not required to work exclusively for us and do not devote all of their time to our operations. Presently, our officers and Directors allocate only a portion of their time to the operation our business. Since our officers and Directors are currently employed full-time elsewhere, they are able to commit to us only up to 10 hours a week. Therefore, it is possible that their pursuit of other activities may slow our operations and reduce our financial results because of the slow-down in operations. 7. OUR OFFICERS AND DIRECTORS ARE LOCATED IN TURKEY AND THE UNITED ARAB EMIRATES. Since all of our officers and Directors are located in Turkey and the United Arab Emirates, any attempts to enforce liabilities upon such individuals under the U.S. securities and bankruptcy laws may be difficult. 8. WIRELESS INTERNET NETWORKING IS SUBJECT TO RAPID TECHNOLOGICAL CHANGE. Our business is in an emerging market that is characterized by rapid changes in customer requirements, frequent introductions of new and enhanced products and services, and continuing and rapid technological advancement. To compete successfully in this emerging market, we must continue to design, develop, and sell new and enhanced products and services that provide increasingly higher levels of performance and reliability at lower cost. These new and enhanced products and services must take advantage of technological advancements and changes, and respond to new customer requirements. Our success in designing, developing, and selling such products and services will depend on a variety of factors, including: * The identification of market demand for new products and services; * The scalability of our equipment platforms that deliver the product and services; * Features; * Timely implementation of product and service offerings; * Quality of performance; * Cost-effectiveness of service; and * Success of promotional efforts. If we are unable, due to resource constraints or technological or other reasons, to develop and introduce new or enhanced products or services in a timely manner, if such new or enhanced products or services do not achieve sufficient market acceptance, or if such new product or service introductions decrease demand for existing products or services, our operating results would decline and our business would not grow. 8 9. WE ARE A SMALL COMPANY WITH LIMITED RESOURCES COMPARED TO SOME OF OUR CURRENT AND POTENTIAL COMPETITORS AND WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY AND INCREASE MARKET SHARE. ALSO, INTENSE COMPETITION IN THE MARKETS IN WHICH WE COMPETE COULD PREVENT US FROM INCREASING OR SUSTAINING OUR REVENUE AND PREVENT US FROM ACHIEVING PROFITABILITY. Most of our current and potential competitors have longer operating histories, significantly greater resources and name recognition, and a larger base of customers than we have. As a result, these competitors have greater credibility with our potential customers. They also may be able to adopt more aggressive pricing policies and devote greater resources to the development, promotion, and sale of their products and services than we can to ours. Our competitors may also offer bundled service arrangements, under which a subscriber could receive wireless internet as an add-on to their landline internet, as well as other services such as phone (cellular or landline), thus offering a more complete product/service package despite the technical merits or advantages of our products and services. This form of bundling would put us at a competitive disadvantage if these providers can combine a variety of service offerings at a single attractive price. To be competitive, we must continue to invest significant resources in research and development, sales and marketing, and customer support. We may not have sufficient resources to make these investments or to develop the technological advances necessary to be competitive, which in turn will cause our business to suffer and restrict our profitability potential. 10. OUR SUCCESS DEPENDS ON THIRD PARTY DISTRIBUTION CHANNELS. We intend to sell our services through a series of resellers and distributors. Our future revenue growth will depend in large part on sales of our services through these relationships. We need to collaborate with third party resellers and network providers to deploy our services and we may not be able to deploy our services on a timely and cost-effective basis, if at all. We may not be successful in developing distribution relationships. Entities that distribute our services may compete with us. In addition, these distributors may not dedicate sufficient resources or give sufficient priority to selling our services. Our failure to develop distribution channels, the loss of a distribution relationship, or a decline in the efforts of a material reseller or distributor could prevent us from generating sufficient revenues to become profitable. 11. WE RELY ON THIRD PARTIES TO DEPLOY WIRELESS NETWORKS THAT ARE TO BE POWERED BY QUUIBUS. The development and expansion of our wireless network will require that we enter into agreements, on acceptable terms and conditions, with various providers of infrastructure capacity and equipment and support services. We may not be able to attract or maintain network providers to deploy our wireless networks service, or to enter into satisfactory agreements with them. Even if we are able to do so, our network partners may lack the resources to support the network until cash flow is able to cover operating costs. They may also lack the technical skill to properly maintain the network and provide the necessary support. They may also have a limited ability to market the service. 12. OUR NETWORK PARTNERS MAY RELY ON THIRD PARTIES TO PROVIDE BROADBAND INTERNET SERVICE TO POWER THEIR WIRELESS NETWORK. Our network partners will likely be reliant largely on ADSL and cable providers to provide broadband internet access to the wireless access points. It is unclear whether these providers will allow our partners to use their networks to provide our service, and what the costs will be. In particular, there can be no assurance that our network partners and/or their telecommunications carriers will not enter into exclusive arrangements with our competitors or otherwise restrict the availability of our services. 13. WE NEED TO RETAIN KEY PERSONNEL TO SUPPORT OUR SERVICES AND ONGOING OPERATIONS. The development and marketing of our products and services will continue to place a significant strain on our limited personnel, management, and other resources. Our future success depends upon the continued services of our executive officers and other needed key employees and contractors who have critical industry experience and relationships that we rely on to implement our business plan. The loss of the services of any of our officers (especially Mr. Hossein Khakbaz Mohseni, our President, Secretary, Treasurer, and Director) would negatively impact our ability to develop our products and sell our services, which could adversely affect our financial results and impair our growth. 9 14. FUTURE REGULATION OF THE INTERNET AND/OR WIRELESS INTERNET COULD RESTRICT OUR BUSINESS, PREVENT US FROM OFFERING SERVICES, AND/OR INCREASE OUR COST OF DOING BUSINESS. At present there are few laws, regulations or rulings that specifically address access to or commerce on the internet, including wireless internet. We are unable to predict the impact, if any, that future legislation, legal decisions, or regulations concerning the internet may have on our business, financial condition, and results of operations. Regulation may be targeted towards, among other things, assessing access or settlement charges, imposing taxes related to internet communications, restricting content, imposing tariffs or regulations based on encryption concerns or the characteristics and quality of products and services, any of which could restrict our business or increase our cost of doing business. The increasing growth of the internet and popularity of broadband video products and services heighten the risk that governments or other legislative bodies will seek to regulate internet services, which could have a material adverse effect on our business, financial condition, and operating results. 15. WE MAY LOSE CUSTOMERS IF WE EXPERIENCE SYSTEM FAILURES THAT SIGNIFICANTLY DISRUPT THE AVAILABILITY AND QUALITY OF THE SERVICES THAT WE PROVIDE. The operation of our services will depend on our ability to avoid and mitigate any interruptions in service or reduced capacity for customers. Interruptions in service or performance problems, for whatever reason, could undermine confidence in our service and cause us to lose customers or make it more difficult to attract new ones. In addition, because our service may be critical to the businesses of our customers, any significant interruption in service could result in lost profits or other losses to our customers. 16. OUR SUCCESS WILL DEPEND ON OUR ABILITY TO HANDLE A LARGE NUMBER OF SIMULTANEOUS REQUESTS FOR PROGRAMMING AND VIDEOS, WHICH OUR NETWORK MAY NOT BE ABLE TO ACCOMMODATE. We expect the volume of simultaneous requests to increase significantly as our customer base grows. Our network hardware and software may not be able to accommodate this additional volume. If we fail to maintain an appropriate level of operating performance, or if our service is disrupted, our reputation would be harmed and we could lose customers or have difficulties in attracting new ones. 17. IF A THIRD PARTY ASSERTS THAT WE INFRINGE UPON ITS PROPRIETARY RIGHTS, WE COULD BE REQUIRED TO REDESIGN OUR SOFTWARE, PAY SIGNIFICANT ROYALTIES, OR ENTER INTO LICENSE AGREEMENTS. Although presently we are not aware of any such claims, a third party may assert that our technology or third party technologies that we license violate its intellectual property rights. As the number of software products in our markets increases and the functionality of these software products further overlap, we believe that infringement claims will become more common. Any claims against us, regardless of their merit, could: * Be expensive and time-consuming to defend; * Result in negative publicity; * Force us to stop selling our services that rely on the challenged intellectual property; * Require us to redesign our software products; * Divert management's attention and our other resources; or * Require us to enter into royalty or licensing agreements in order to obtain the right to use necessary technologies, which may not be available on terms acceptable to us, if at all. We believe that any successful challenge to our use of a trademark or domain name could substantially diminish our ability to conduct business in a particular market or jurisdiction and thus could decrease our revenues and/or result in losses to our business. 10 ITEM 2. PROPERTIES EXECUTIVE OFFICES At present, we do not own any property. We currently maintain our corporate office at West Magnolia St., #400-136, Bellingham, WA, 98225. We pay monthly rent for use of this space. This space is sufficient until we commence full operations. ITEM 3. LEGAL PROCEEDINGS We know of no material, active, or pending legal proceeding against our Company, nor of any material proceeding that a governmental authority is contemplating against us. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of our security holders during the fourth quarter of fiscal year 2009. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET FOR SECURITIES Our Common Stock is traded on the over-the-counter market and quoted on the OTCBB under the symbol "QBUS." On July 31, 2009, the closing price for our Common Stock as reported on the OTCBB was unavailable as our Common Stock has not traded. The high and the low bid prices for our Common Stock is based on inter-dealer prices, without retail mark-up, markdown or commission, and may not represent actual transactions. The table below sets forth the range of high and low bid information for our Common Shares as quoted on the OTCBB for each of the quarters during the fiscal year ended July 31, 2009 (no quotes are available for the previous fiscal year as our stock has not traded ): For the Fiscal Year Ended July 31, 2009 For the Quarter ended High Low --------------------- ---- --- October 31 N/A N/A January 31 N/A N/A April 30 N/A N/A July 31 N/A N/A HOLDERS OF OUR COMMON STOCK On October 26, 2009, the shareholders' list of our common stock showed 39 registered shareholder and 2,525,000 shares outstanding. DIVIDEND POLICY We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our future dividend policy will be determined from time to time by our board of directors. 11 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS As of July 31, 2009, we had not adopted an equity compensation plan and had not granted any stock options. RECENT SALES OF UNREGISTERED SECURITIES During the fiscal year ended July 31, 2009, we have not sold any equity securities not registered under the Securities Act. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES During each month within the fourth quarter of the fiscal year ended July 31, 2009, neither we nor any "affiliated purchaser," as that term is defined in Rule 10b-18(a)(3) under the Exchange Act, repurchased any of our Common Stock or other securities. ITEM 6. SELECTED FINANCIAL DATA Not Applicable. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report. Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. APPLICATION OF CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in conformity with United States 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 year. The more significant areas requiring the use of estimates include asset impairment, stock-based compensation, and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates. BASIS OF PRESENTATION AND ORGANIZATION We are 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, 12 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. CASH AND CASH EQUIVALENTS For purposes of reporting within the statements 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. REVENUE RECOGNITION We are 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 years ended July 31, 2009, and 2008. INCOME TAXES We account 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. We maintain 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 July 31, 2009, and 2008, the carrying value of the Company's financial instruments approximated fair value due to the short-term nature and maturity of these instruments. 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. 13 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 July 31, 2009, and 2008, and revenues and expenses for the years ended July 31, 2009, and 2008, and cumulative from inception. Actual results could differ from those estimates made by management. EXECUTIVE 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 development of our software and implemented our marketing plan to generate customers. Accordingly, we have raised 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. As of February 18, 2008, we sold 925,000 shares of our common stock through such offering, which generated $46,500 in gross proceeds. We have used these proceeds to fund our operations in our last fiscal year. If we are unable to generate revenues going forward, or if we are unable to make a reasonable profit, we may have to suspend or cease operations. At the present time, we have not made any arrangements to raise additional cash; however, we intend to seek additional financing through equity or debt to continue with our business plan. 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. 14 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 about the service, and sign up to be partners. We will maximize automation, thereby significantly decreasing operational costs. Due to a lack of financing, the Company has not been able continue with its research and product development activities. OFF BALANCE SHEET TRANSACTIONS We have had no off balance sheet transactions. SIGNIFICANT EQUIPMENT We do not intend to purchase any significant equipment for the next twelve months. RESULTS OF OPERATIONS REVENUES We had no revenues for the period from March 28, 2007 (date of inception), through July 31, 2009. EXPENSES Our expenses for the twelve month periods ended July 31, 2009, and 2008, were $20,196 and $41,576, respectively. During the period from March 28, 2007 (date of inception), through July 31, 2009, we incurred expenses of $62,292. These expenses were comprised primarily of office rent, legal expenses, accounting expenses, SEC filing fees, transfer agent fees, as well as bank fees. NET INCOME (LOSS) Our net losses for the twelve-month periods ended July 31, 2009, and 2008, were $20,196 and $41,576, respectively. During the period from March 28, 2007 (date of inception), through July 31, 2009, we incurred a net loss of $62,292. This loss consisted of office rent, legal expenses, accounting expenses, SEC filing fees, transfer agent fees, as well as bank fees. Since inception, we have sold 2,525,000 shares of common stock. 15 PURCHASE OR SALE OF EQUIPMENT We do not expect to purchase or sell any plant or significant equipment. LIQUIDITY AND CAPITAL RESOURCES Our balance sheet as of July 31, 2009, reflects assets of $138 in the form of cash and cash equivalents. Since inception, we have sold 2,525,000 shares of common stock with net proceeds of $52,750. However, cash resources provided from our capital formation activities have, from inception, been insufficient to provide the working capital necessary to operate our Company. We anticipate generating losses in the near term, and therefore, may be unable to continue operations in the future. We require additional capital, and we may have to issue debt or equity or enter into a strategic arrangement with a third party to obtain such capital. 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 registered independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our registered independent auditors. 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 Quuibus Technology, Inc. In the past, 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 unless we locate a prospective new business opportunity through which we can pursue a new plan of operation. If we are unable to secure adequate capital to implement our current business plan or to continue our acquisition efforts of a new business opportunity, our business may fail and our stockholders may lose some or all of their investment. 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. 16 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) INDEX TO FINANCIAL STATEMENTS JULY 31, 2009, AND 2008 Report of Registered Independent Auditors................................... 18 Financial Statements - Balance Sheets as of July 31, 2009, and 2008............................. 19 Statements of Operations for the Years Ended July 31, 2009, and 2008, and Cumulative from Inception.................. 20 Statement of Stockholders' Equity (Deficit) for the Period from Inception Through July 31, 2009.................................... 21 Statements of Cash Flows for the Years Ended July 31, 2009, and 2008, and Cumulative from Inception.................. 22 Notes to Financial Statements July 31, 2009, and 2008.................... 23 17 REPORT OF REGISTERED INDEPENDENT AUDITORS To the Board of Directors and Stockholders of Quuibus Technology, Inc.: We have audited the accompanying balance sheets of Quuibus Technology, Inc. (a Nevada corporation in the development stage) as of July 31, 2009, and 2008, and the related statements of operations, stockholders' equity (deficit), and cash flows for each of the two years in the period ended July 31, 2009, and cumulative from inception (March 28, 2007) through July 31, 2009. 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 audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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 audits provide 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 Quuibus Technology, Inc. as of July 31, 2009, and 2008, and the results of its operations and its cash flows for each of the two years in the period ended July 31, 2009, and cumulative from inception (March 28, 2007) through July 31, 2009, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is in the development stage, and has not established any source of revenue to cover its operating costs. As such, it has incurred an operating loss since inception. Further, as of July 31, 2009, and 2008, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plan regarding these matters is also described in Note 2 to the financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Respectfully submitted, /s/ Davis Accounting Group P.C. - --------------------------------------- Cedar City, Utah, October 10, 2009. 18 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS (NOTE 2) AS OF JULY 31, 2009, AND 2008 2009 2008 -------- -------- ASSETS CURRENT ASSETS: Cash in bank $ 138 $ 14,949 -------- -------- Total current assets 138 14,949 -------- -------- TOTAL ASSETS $ 138 $ 14,949 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable - Trade $ 4,705 $ 200 Accrued liabilities 3,500 3,620 Due to Shareholder 1,000 -------- -------- Total current liabilities 9,205 3,820 -------- -------- Total liabilities 9,205 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 (62,292) (42,096) -------- -------- Total stockholders' equity (deficit) (9,067) 11,129 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 138 $ 14,949 ======== ======== The accompanying notes to financial statements are an integral part of these balance sheets. 19 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (NOTE 2) FOR THE YEARS ENDED JULY 31, 2009, AND 2008, AND CUMULATIVE FROM INCEPTION (MARCH 28, 2007) THROUGH JULY 31, 2009 Cumulative From 2009 2008 Inception ---------- ---------- ---------- REVENUES $ -- $ -- $ -- ---------- ---------- ---------- EXPENSES: General and administrative- Legal fees - Other 3,024 14,687 18,191 Transfer agent fees 1,450 12,519 13,969 Accounting and audit fees 9,500 8,000 17,500 SEC filing fees 4,622 4,153 8,775 Office rent 1,441 1,440 2,881 Legal fees - Incorporation fees -- 475 475 Bank fees 159 214 413 Office supplies -- 88 88 ---------- ---------- ---------- Total general and administrative expenses 20,196 41,576 62,292 ---------- ---------- ---------- (LOSS) FROM OPERATIONS (20,196) (41,576) (62,292) OTHER INCOME (EXPENSE) -- -- -- PROVISION FOR INCOME TAXES -- -- -- ---------- ---------- ---------- NET (LOSS) $ (20,196) $ (41,576) $ (62,292) ========== ========== ========== (LOSS) PER COMMON SHARE: (Loss) per common share - Basic and Diluted $ (0.01) $ (0.02) ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED 2,525,000 2,015,616 ========== ========== The accompanying notes to financial statements are an integral part of these statements. 20 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (NOTE 2) FOR THE PERIOD FROM INCEPTION (MARCH 28, 2007) THROUGH JULY 31, 2009 (Deficit) Accumulated Common Stock Additional During the ----------------------- Paid-in Development Description Shares Amount Capital Stage Totals ----------- ------ ------ ------- ----- ------ BALANCE - MARCH 28, 2007 -- $ -- $ -- $ -- $ -- Common stock issued for cash 1,600,000 1,600 18,400 -- 20,000 Net (loss) for the period -- -- -- (520) (520) --------- ------ ------- -------- -------- BALANCE - JULY 31, 2007 1,600,000 1,600 18,400 (520) 19,480 Common stock issued for cash 925,000 925 45,575 -- 46,500 Deferred offering costs -- -- (13,750) -- (13,750) Forgiveness of related party debt -- -- 475 -- 475 Net (loss) for the period -- -- -- (41,576) (41,576) --------- ------ ------- -------- -------- BALANCE - JULY 31, 2008 2,525,000 2,525 50,700 (42,096) 11,129 Net (loss) for the period -- -- -- (20,196) (20,196) --------- ------ ------- -------- -------- BALANCE - JULY 31, 2009 2,525,000 $2,525 $50,700 $(62,292) $ (9,067) ========= ====== ======= ======== ======== The accompanying notes to financial statements are an integral part of this statement. 21 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (NOTE 2) FOR THE YEARS ENDED JULY 31, 2009, AND 2008, AND CUMULATIVE FROM INCEPTION (MARCH 28, 2007) THROUGH JULY 31, 2009 Cumulative From 2009 2008 Inception -------- -------- --------- OPERATING ACTIVITIES: Net (loss) $(20,196) $(41,576) $(62,292) Adjustments to reconcile net (loss) to net cash (used in) operating activities: Expenses incured by officer and Director -- 475 475 Changes in net liabilities- Accounts payable - Trade 4,505 200 4,705 Accrued liabilities (120) (610) 3,500 -------- -------- -------- NET CASH (USED IN) OPERATING ACTIVITIES (15,811) (41,511) (53,612) -------- -------- -------- INVESTING ACTIVITIES: Cash provided by investing activities -- -- -- -------- -------- -------- NET CASH PROVIDED BY INVESTING ACTIVITIES -- -- -- -------- -------- -------- FINANCING ACTIVITIES: Issuance of common stock for cash -- 46,500 66,500 Loan from Shareholder 1,000 -- 1,000 Deferred offering costs -- -- (13,750) -------- -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 1,000 46,500 53,750 -------- -------- -------- NET INCREASE (DECREASE) IN CASH (14,811) 4,989 138 CASH - BEGINNING OF PERIOD 14,949 9,960 -- -------- -------- -------- CASH - END OF PERIOD $ 138 $ 14,949 $ 138 ======== ======== ======== 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. 22 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS JULY 31, 2009, AND 2008 (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. CASH AND CASH EQUIVALENTS For purposes of reporting within the statements 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. 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 years ended July 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. 23 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS JULY 31, 2009, AND 2008 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 July 31, 2009, and 2008, the carrying value of the Company's financial instruments approximated fair value due to the short-term nature and maturity of these instruments. 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 July 31, 2009, and 2008, and revenues and expenses for the years ended July 31, 2009, and 2008, and cumulative from inception. Actual results could differ from those estimates made by management. 24 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS JULY 31, 2009, AND 2008 (2) DEVELOPMENT STAGE ACTIVITIES AND GOING CONCERN The Company is currently in the development stage and has engaged in limited operations. Initial operations through July 31, 2009, include organization and incorporation, capital formation activities, 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 July 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 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 hopes that the Company will be successful in its planned operating activities, there can be no assurance that the Company will successfully develop its product, or that the sale of its planned product or services will generate sufficient revenues to earn a profit or 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. In addition, as of July 31, 2009, and 2008, the cash resources of the Company were insufficient to carry out its business plan. 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 $46,500. 25 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS JULY 31, 2009, AND 2008 (4) INCOME TAXES The provision (benefit) for income taxes for the years ended July 31, 2009, and 2008, were as follows (assuming a 15% effective tax rate): 2009 2008 ------- ------- Current Tax Provision: Federal- Taxable income $ -- $ -- ------- ------- Total current tax provision $ -- $ -- ======= ======= Deferred Tax Provision: Federal- Loss carryforwards $ 3,029 $ 6,236 Change in valuation allowance (3,029) (6,236) ------- ------- Total deferred tax provision $ -- $ -- ======= ======= The Company had deferred income tax assets as of July 31, 2009, and 2008, as follows: 2009 2008 ------- ------- Loss carryforwards $ 9,343 $ 6,314 Less - Valuation allowance (9,343) (6,314) ------- ------- Total net deferred tax assets $ -- $ -- ======= ======= The Company provided a valuation allowance equal to the deferred income tax assets for the year ended July 31, 2009, and 2008, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards. As of July 31, 2009, the Company had approximately $62,292 (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. During the year ended July 31, 2009, an officer, Director and stockholder of the Company loaned $1,000 for working capital purposes. The amount is unsecured, non-interest bearing, and has no specific terms of repayment. 26 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS JULY 31, 2009, AND 2008 (6) RECENT ACCOUNTING PRONOUNCEMENTS 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 the Company 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. 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, "THE MEANING OF PRESENT FAIRLY IN CONFORMITY WITH GENERALLY ACCEPT ACCOUNTING PRINCIPLES" ("SAS No. 69"). 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 the Financial Accounting Standards Board and Interpretations, FASB Statement No. 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. 27 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS JULY 31, 2009, AND 2008 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 nongovernmental entities; therefore, the GAAP hierarchy will remain in SAS No. 69 for state and local governmental entities and federal governmental entities. The management of the Company 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. 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 the Company does not expect the adoption of this pronouncement to have material impact on its financial statements. On May 22, 2009, the FASB issued FASB Statement No. 164, "NOT-FOR-PROFIT ENTITIES: MERGERS AND ACQUISITIONS" ("SFAS No. 164"). SFAS No. 164 is intended to improve the relevance, representational faithfulness, and comparability of the information that a not-for-profit entity provides in its financial reports about a combination with one or more other not-for-profit entities, businesses, or nonprofit activities. To accomplish that, this Statement establishes principles and requirements for how a not-for-profit entity: a. Determines whether a combination is a merger or an acquisition. b. Applies the carryover method in accounting for a merger. c. Applies the acquisition method in accounting for an acquisition, including determining which of the combining entities is the acquirer. d. Determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of a merger or an acquisition. This Statement also improves the information a not-for-profit entity provides about goodwill and other intangible assets after an acquisition by amending FASB Statement No. 142, "GOODWILL AND OTHER INTANGIBLE ASSETS," to make it fully applicable to not-for-profit entities. 28 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS JULY 31, 2009, AND 2008 SFAS No. 164 is effective for mergers occurring on or after December 15, 2009, and acquisitions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2009. Early application is prohibited. The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements. On May 28, 2009, the FASB issued FASB Statement No. 165, "SUBSEQUENT EVENTS" ("SFAS No. 165"). FASB No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, FASB No. 165 provides: 1. The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements. 2. The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements. 3. The disclosures that an entity should make about events or transactions that occurred after the balance sheet date. In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. The management of ERE does not expect the adoption of this pronouncement to have material impact on its financial statements. On June 9, 2009, the FASB issued FASB Statement No. 166, "ACCOUNTING FOR TRANSFERS OF FINANCIAL ASSETS- AN AMENDMENT OF FASB STATEMENT NO. 140" ("SFAS No. 166"). SFAS No. 166 revises the derecognization provision of SFAS No. 140 "ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENT OF LIABILITIES" and will require entities to provide more information about sales of securitized financial assets and similar transactions, particularly if the seller retains some risk with respect to the assets. It also eliminates the concept of a "qualifying special-purpose entity." This statement is effective for financial asset transfers occurring after the beginning of an entity's first fiscal year that begins after November 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements. In June 2009, the FASB issued FASB Statement 167 "AMENDMENTS TO FASB INTERPRETATION NO. 46(R)" (SFAS No. 167"). SFAS No. 167 amends certain requirements of FASB Interpretation No. 46(R), "CONSOLIDATION OF VARIABLE INTEREST ENTITIES" to improve financial reporting by companies involved with variable interest entities and to provide additional disclosures about the involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity's financial statements. This Statement shall be effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements. In June 2009, the FASB issued FASB Statement No. 168, "THE FASB ACCOUNTING STANDARDS CODIFICATION AND THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES - A REPLACEMENT OF FASB STATEMENT NO. 162" ("SFAS No. 168"). SFAS No. 168 establishes the FASB Accounting Standards Codification (the "Codification") to become the single official source of authoritative, nongovernmental U.S. generally accepted accounting principles (GAAP). The Codification did not change GAAP, but reorganizes the literature. SFAS No. 168 is effective for interim and annual periods ending after September 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements. 29 QUUIBUS TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS JULY 31, 2009, AND 2008 (7) SUBSEQUENT EVENT On August 6, 2009, a Director and stockholder of the Company loaned $9,761 to the Company for working capital purposes. The loan is unsecured, non-interest bearing, and has no specific terms of repayment. 30 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES DISCLOSURE CONTROLS AND PROCEDURES MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: - Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; - Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and - Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. 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. As of July 31, 2009, our principal executive officer and principal financial officer assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, he concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that our principal executive officer and principal financial officer considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and 31 monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our principal executive officer and principal financial officer in connection with the audit of our financial statements as of July 31, 2009. Our principal executive officer and principal financial officer believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, our principal executive officer and principal financial officer believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors result in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only the management's report in this annual report. MANAGEMENT'S REMEDIATION INITIATIVES In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures: We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board. We anticipate that these initiatives will be at least partially, if not fully, implemented by December 31, 2009. Additionally, we plan to test our updated controls and remediate our deficiencies by July 31, 2010. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. ITEM 9B. OTHER INFORMATION. None. 32 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE EXECUTIVE OFFICER AND DIRECTORS Our officers and directors and their ages and positions are as follows: Name Age Position ---- --- -------- Hossein Khakbaz Mohseni 28 President, Secretary, Treasurer and Director Yavuz Konur 30 Chief Technical Officer and Director MR. HOSSEIN KHAKBAZ MOHSENI Mr. Hossein Khakbaz Mohseni has been our President, Secretary, Treasurer and a Director since we were incorporated on March 28, 2007. Mr. Mohseni earned his Bachelor of Commerce, Accounting & MIS (Management Information Systems) at Langara College, in Vancouver, BC, Canada in 2001. He has been a Certified General Accountant (CGA) in British Columbia (Canada) since 2005. From January 2000 until February 2006, Mr. Mohseni acted as a senior accountant for Versatech Products Inc., which has designed and manufactured oil spill containment and recovery products for over 30 years. In his role with the company, Mr. Mohseni managed payroll and human resources for Versatech and its subsidiary companies, prepared financial statements and performed all accounting related tasks for three subsidiaries of Versatech, researched and implemented various payroll and HR programs, devised an HR intranet to make information readily available to employees, and provided assistance to the Chief Operating Officer and Chairman of Versatech. Since March 2006, Mr. Mohseni has been a Business Development Manager with D.M.E Cables FZCO, a leading supplier of cabling products in the Middle East with headquarters in Dubai (United Arab Emirates). In this job, he has negotiated agreements with suppliers, developed sales strategies for the Middle East & North Africa and implemented a more efficient ERP (Enterprise Resource Planning) and a new CRM (Customer Relationship Management) system to increase efficiency and centralize all company data. Mr. Mohseni also has prepared the annual financial budget, managed the Accounting and Administration Department, reviewed the financial statements and helped set goals and objectives for the company. MR. YAVUZ KONUR Mr. Yavuz Konur has been our Chief Technical Officer and a Director since March 28, 2007. Mr. Yavuz Konur has nine years of experience in application and network design, and working with leading companies in Turkey. He received his Bachelors degree from Newport University in Istanbul in Computer Science Engineering in 2003, and has extensive certifications in Cisco networks as well as in-depth knowledge of various programming languages such as Visual Basic, ..Net, ASP and PHP. From November 1998 until March 2000, Mr. Konur worked with Ericsson Turkyye in Istanbul (Turkey) as a Network Specialist. Ericsson is a multi-national company providing telecommunication equipments to service providers. Between March 2000 and February 2003, Mr. Konur worked as a Network Engineer with Superonline in Istanbul, Turkey. From February 2003 until November 2006, he was a Network Engineer with Dagon Online in Istanbul, Turkey. Dagon Online is an integrated Internet service provider offering dial-up and high speed internet services as well as voice over IP and web hosting. 33 COMMITTEES OF THE BOARD OF DIRECTORS To date, our Board of Directors has not established a nominating and governance committee, a compensation committee, nor an audit committee. CODE OF ETHICS We currently do not have a Code of Ethics. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock. Executive officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. To our knowledge, based solely on review of the copies of such reports furnished to us for the period ended March 31, 2009, no Section 16(a) reports required to be filed by our executive officers, directors and greater-than-10% stockholders were not filed on a timely basis. ITEM 11. EXECUTIVE COMPENSATION. The particulars of compensation paid to the following persons during the fiscal period ended July 31, 2009 are set out in the summary compensation table below: * our Chief Executive Officer (Principal Executive Officer); * our Chief Financial Officer (Principal Financial Officer); * each of our three most highly compensated executive officers, other than the Principal Executive Officer and the Principal Financial Officer, who were serving as executive officers at the end of the fiscal year ended July 31, 2009; and * up to two additional individuals for whom disclosure would have been provided under the item above but for the fact that the individual was not serving as our executive officer at the end of the fiscal year ended July 31, 2009; (collectively, the "Named Executive Officers"): SUMMARY COMPENSATION TABLE Non-Equity Nonqualified Incentive Deferred Fiscal Year Stock Option Plan Compensation All Other Ended Salary Bonus Awards Awards Compensation Earnings Compensation Total Name July 31, ($) ($) ($) ($) ($) ($) ($) ($) - ---- ----- ------ ----- ------ ------ ------------ -------- ------------ ----- Mr. Hossein Khakbaz 2009 0 0 0 0 0 0 0 0 Mohseni (1) 2008 0 0 0 0 0 0 0 0 Mr. Yavuz Konur (2) 2009 0 0 0 0 0 0 0 0 2008 0 0 0 0 0 0 0 0 Notes: (1) Mr. Mohseni has been our President, Secretary, and Treasurer (Principal Executive Officer and Principal Financial Officer), and a Director since we were incorporated on March 28, 2007. (2) Mr. Konur has been our Chief Technical Officer and Director since we were incorporated on March 28, 2007. 34 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END Option Awards Stock Awards ----------------------------------------------------------------- ------------------------------------------------- Equity Incentive Equity Plan Incentive Awards: Plan Market or Awards: Payout Equity Number of Value of Incentive Number Unearned Unearned Plan Awards; of Market Shares, Shares, Number of Number of Number of Shares Value of Units or Units or Securities Securities Securities or Units Shares or Other Other Underlying Underlying Underlying of Stock Units of Rights Rights Unexercised Unexercised Unexercised Option Option That Stock That That That Options Options Unearned Exercise Expiration Have Not Have Not Have Not Have Not Name Exercisable(#) Unexercisable(#) Options(#) Price($) Date Vested(#) Vested($) Vested(#) Vested($) - ---- -------------- ---------------- ---------- ----- ---- --------- --------- --------- --------- Mr. Hossein -- -- -- -- -- -- -- -- -- Khakbaz Mohseni Mr. Yavuz -- -- -- -- -- -- -- -- -- Konur OPTION GRANTS AND EXERCISES There were no option grants or exercises by any of the executive officers named in the Summary Compensation Table above. EMPLOYMENT AGREEMENTS We have not entered into employment and/or consultant agreements with our Directors and officers. COMPENSATION OF DIRECTORS All directors receive reimbursement for reasonable out-of-pocket expenses in attending board of directors meetings and for promoting our business. From time to time we may engage certain members of the board of directors to perform services on our behalf. In such cases, we compensate the members for their services at rates no more favorable than could be obtained from unaffiliated parties. Our directors have not received any compensation for the fiscal year ended July 31, 2009. 35 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS BENEFICIAL OWNERSHIP OF HOLDINGS The table below sets forth the number and percentage of shares of our common stock owned as of October 26, 2009, by the following persons: (i) stockholders known to us who own 5% or more of our outstanding shares, (ii) each of our Directors, and (iii) our officers and Directors as a group. Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to the shares beneficially owned. Name and Address of Amount and Nature Percentage of Title of Class Beneficial Owner((2)) of Beneficial Ownership Class (1) - -------------- --------------------- ----------------------- --------- Common Stock Mr. Hossein Khakbaz Mohseni 800,000 31.7% Common Stock Mr. Yavuz Konur 800,000 31.7% all officers as a Group 1,600,000 63.4% - ---------- (1) Based on 2,525,000 shares of our common stock outstanding. CHANGES IN CONTROL There are no existing arrangements that may result in a change in control of the Company. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS. The following table sets forth information regarding our equity compensation plans. Number of Securities to be Number of Securities Issued Upon Exercise of Weighted-Average Exercise Remaining Available for Outstanding Options, Price of Outstanding Options, Future Issuance Under Warrants and Rights Warrants and Rights Equity Compensation Plans Plan Category (a) (b) (excluding column (a)) ------------- ------------------- ------------------- ------------------------- Equity Compensation Plans -- -- -- Approved by Security Holders Equity Compensation Plans Not -- -- -- Approved by Security Holders 36 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Other than the transactions discussed below, we have not entered into any transaction nor are there any proposed transactions in which any of our Directors, executive officers, stockholders or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest. On July 6, 2007, we sold 800,000 shares of our common stock to Mr. Mohseni for cash payment to us of $10,000. We believe this issuance was deemed to be exempt under Regulation S of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made only to non-U.S. citizens, and transfer was restricted by us in accordance with the requirements of the Securities Act of 1933. On July 6, 2007, we sold 800,000 shares of our common stock to Mr. Yavuz Konur, our Chief Technical Officer and Director, for cash payment to us of $10,000. We believe this issuance was deemed to be exempt under Regulation S of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made only to non-U.S. citizens, and transfer was restricted by us in accordance with the requirements of the Securities Act of 1933. 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. On June 1, 2009, an officer, Director and stockholder of the Company loaned $1,000 to the Company for working capital purposes. The loan is unsecured, non-interest bearing, and has no specific terms of repayment. On August 6, 2009, an officer, Director and stockholder of the Company loaned $9,761 to the Company for working capital purposes. The loan is unsecured, non-interest bearing, and has no specific terms of repayment. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES AUDIT FEES For the year ended July 31, 2009, Davis Accounting Group P.C. billed us for $3,500 in audit fees. REVIEW FEES Davis Accounting Group P.C. billed us $5,000 for reviews of our quarterly financial statements in 2009 that are not reported under Audit Fees above. TAX AND ALL OTHER FEES We did not pay any fees to Davis Accounting Group P.C. for tax compliance, tax advice, tax planning or other work during our fiscal year ended July 31, 2009 PRE-APPROVAL POLICIES AND PROCEDURES We have implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, our board of directors pre-approves all services to be provided by Davis Accounting Group P.C. and the estimated fees related to these services. 37 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibit Description - ------- ----------- 3.1 Articles of Incorporation. (Attached as an exhibit to our Registration Statement on Form SB-2 originally filed with the SEC on November 13, 2007 and incorporated herein by reference.) 3.2 Bylaws. (Attached as an exhibit to our Registration Statement on Form SB-2 originally filed with the SEC on November 13, 2007 and incorporated herein by reference.) 31.1 Certification of Hossein Khakbaz Mohseni pursuant to Rule 13a-14(a). 32.1 Certification of Hossein Khakbaz Mohseni pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 38 SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. QUUIBUS TECHNOLOGY, INC. By: /s/ Hossein Khakbaz Mohseni --------------------------------------------- Hossein Khakbaz Mohseni President, Treasurer, Secretary and Director (Principal Executive and Principal Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated. Signatures Title Date ---------- ----- ---- /s/ Hossein Khakbaz Mohseni President, Treasurer, Secretary, and Director November 4, 2009 - ------------------------------- (Principal Executive and Principal Financial Officer) Hossein Khakbaz Mohseni /s/ Yavuz Konur CTO and Director November 4, 2009 - ------------------------------- Yavuz Konur 39