SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q/A

 

 

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

 

For the quarterly period ended: July 31, 2012

or

 

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from ________________ to __________________

 

Commission File Number 333-143630

 

QUTURE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Nevada                             20-4682058

(State or other jurisdiction          (IRS Employer

of incorporation or organization) Identification No.)

 

319 Clematis Street, Suite 400, West Palm Beach, FL, 33401

(Address of principal executive offices)

 

(561) 514-9042

(Registrant's telephone number, including area code)

 

 

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ☑             No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a larger accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer            ☐	Accelerated filer ☐
Non-accelerated filer             ☐	Smaller reporting company ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   ☐       No ☑

The number of shares outstanding of the Registrant's $0.001 par value Common Stock as of September 14, 2012 was 2,226,116,313 shares.

 

Explanatory Note

 

The sole purpose of this Amendment to the Registrant’s Quarterly Report on Form 10-Q for the period ended July 31, 2012 (the “10-Q”), is to furnish the Interactive Data File exhibits required by Item 601(b)(101) of Regulation S-K. No other changes have been made to the 10-Q, and this Amendment has not been updated to reflect events occurring subsequent to the filing of the 10-Q.

INDEX TO FORM 10-Q

 

	Page
Part I.  Financial Information
Item 1.  Financial Statements
Condensed Consolidated Balance Sheets at July 31, 2012 (Unaudited) and April 30, 2012	2
Consol    Condensed Consolidated Statements of Operations for the three months ended July 31, 2012 and 2011 (Unaudited)	3
Condensed Consolidated Statement of Shareholders’ Equity (Deficit) for the three months ended July 31, 2012 (Unaudited)	4
Condensed Consolidated Statements of Cash Flows for the three months ended July 31, 2012 and 2011 (Unaudited)	5
Notes to Condensed Consolidated Financial Statements	6 -13
Item 2.  Management’s Discussion and Analysis	14 -15
Item 3.  Quantitative and Qualitative Disclosures about Market Risks	16
Item 4.  Controls and Procedures	16
Part II.  Other Information
Item 1. Legal Proceedings	17
Item 1A. Risk Factors	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3. Defaults Upon Senior Securities	17
Item 4. Mine Safety Disclosures	17
Item 5. Other Information	17
Item 6. Exhibits	17
Signatures	18

 

QUTURE INTERNATIONAL, INC.

 

UNAUDITED FINANCIAL STATEMENTS

 

 

 

TABLE OF CONTENTS

 

	Page(s)
BALANCE SHEETS	2
STATEMENTS OF OPERATIONS	3
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)	4
STATEMENTS OF CASH FLOWS	5
NOTES TO FINANCIAL STATEMENTS	6 - 13

 

ITEM 1. FINANCIAL STATEMENTS

 

 

QUTURE INTERNATIONAL, INC
CONDENSED CONSOLIDATED BALANCE SHEETS
				July 31, 2012		April 30, 2012
ASSETS
Current Assets
Cash			$	5,420	$	51,521
Prepaid assets				4,286		8,561
Deferred financing costs				6,873		7,692
Total current assets				16,579		67,774
Property, plant and equipment, net of accumulated]
depreciation of $2,713 (July 31) and $1,180 (April 30)				15,338		16,871
Security deposit				1,000		1,000
Total assets			$	32,917	$	85,645
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses			$	845,134	$	833,790
Accounts payable and accrued expenses, related parties				699,389		536,515
Notes payable				120,950		198,850
Notes payable, related parties				193,858		193,858
Convertible notes, net of discount				211,412		184,606
Derivative Liability				448,689		341,380
Total Liabilities				2,519,432		2,288,999
STOCKHOLDERS'  DEFICIT
Common stock, par value $0.001, 2,500,000,000
shares authorized and 2,214,556,789 (July 31) and
2,192,681,818 (April 30) outstanding				2,214,556		2,192,628
Common stock to be issued				120,062		120,062
Preferred stock, par value $0.001, 10,000,000 shares
authorized, none issued				—		—
Additional paid in capital				1,707,694		1,459,298
Deficit				(6,528,827)		(5,975,342)
Total Stockholders' Deficit				(2,486,515)		(2,203,354)
Total Liabilities and Stockholders' Deficit			$	32,917	$	85,645

 

2

See notes to condensed financial statements 

QUTURE INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
		For the three months ended
		July 31, 2012		July 31, 2011
REVENUE	$	9,000	$	10,800
OPERATING EXPENSES:
Salaries and management fees		90,486		30,000
General and administrative expenses		47,360		8,947
Professional fees & consultants		3,000		6,500
Rent and office expenses		26,480		12,000
Software development		190,314		50,659
Total Operating Expenses		357,640		108,106
LOSS FROM OPERATIONS		(348,640)		(97,306)
OTHER INCOME (EXPENSES):
Interest expense		(81,912)		(1,111)
Interest expense, related parties		(3,900)		—
Change in derivative liability		(119,033)		—
Total Other Income (Expenses)		(204,845)		(1,111)
LOSS BEFORE INCOME TAXES		(553,485)		(98,418)
PROVISION FOR INCOME TAX		—		—
NET LOSS	$	(553,485)	$	(98,418)
Basic and diluted net loss
per common share	$	(0.01)	$	(0.01)
Basic and diluted weighted average
common shares outstanding		2,203,806,923		1,997,011,344

 

3

See notes to condensed financial statements 

QUTURE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED JULY 31, 2012

 

													Additional			Total
			Common stock					Common stock to be issued					Paid- in			stockholders'
			Shares	Amount				Shares	Amount				Capital		Deficit	deficit
Balances May 1, 2012			2,192,628,818	$	2,192,628			120,061,687	$	120,062		$	1,459,298	$	(5,975,342)	$	(2,203,354)
Shares of common stock issued for conversions of debenture and related accrued interest of $1,100			7,927,971		7,928			-		-			32,672		-		40,600
Shares of common stock issued pursuant to private placement			4,000,000		4,000			-		-			16,000		-		20,000
Warrants issued in connection with private placement			-		-			-		-			28,000		-		28,000
Redemption of subordinated debentures			-		-			-		-			81,724		-		81,724
Shares of common stock issued pursuant to cancellation of notes payable			10,000,000		10,000			-		-			90,000		-		100,000
Net loss for the period			-		-			-		-			-		(553,485)		(553,485)
Balances July 31, 2012			2,214,556,789	$	2,214,556			120,061,687	$	120,062		$	1,707,694	$	(6,528,827)	$	(2,486,515)

 

4

See notes to condensed financial statements 

QUTURE INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
					For the three months ended
					July 31, 2012		July 31, 2011
Operating activities:
	Net loss			$	(553,485)	$	(98,418)
Adjustments to reconcile net loss to net cash used in operating
	activities:
	Initial derivative liability expense on convertible notes				32,427		-
	Stock and warrant  compensation expense				28,000
	Amortization of debt discount				66,306		-
	Amortization of debt issuance costs				5,819		-
	Change in deravitive liability				86,606		-
	Depreciation				1,533		-
Change in operating assets and liabilities:
	Other assets				4,275		-
	Increase (decrease) in accounts payable and accrued liabilities				12,443		1,111
	Increase in accounts payable and accrued liabilities, related parties				162,875		14,359
Net cash used in operating activities					(153,201)		(82,947)
Financing activities:
	Decrease in bank overdraft				-		(2,147)
	Proceeds from sale of common stock				20,000		-
	Proceeds from issuance of notes payable, related parties				1,600		-
	Proceeds from issuance of convertible notes				70,000		-
	Proceeds from issuance of notes payable				25,300		100,000
	Payments of notes payable, related parties				(1,600)		(9,023)
	Payments of notes payable				(3,200)		-
	Payment of deferred financing costs				(5,000)		-
Net cash provided by financing activities					107,100		88,830
Net increase in cash and cash equivalents					(46,101)		5,883
Cash and cash equivalents, beginning of period					51,521		-
Cash and cash equivalents, end of period				$	5,420	$	5,883
Supplemental disclosures of cash flow information:
	Cash paid during the year for interest			$	-	$	-
	Cash paid during the year for taxes			$	-	$	-
Non-cash investing and financing activities:
	Common stock issued for notes payable			$	100,000	$	0
	Common stock issued for debentures payable and accrued interest			$	40,600	$	0

 

 

5

See notes to condensed financial statements 

QUTURE INTERNATIONAL, INC.

 

NOTES TO THE CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(Unaudited)

July 31, 2012

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

Quture International, Inc. (“QUTR” or the “Registrant”) was incorporated on April 7, 2006 in the State of Nevada. The fiscal year end of the Registrant is April 30. The Company was initially organized as Techs Loanstar, Inc. Pursuant to an Agreement Concerning the Exchange of Securities dated February 10, 2010 by and between the Registrant and ZenZuu USA, Inc., a Nevada corporation ("ZZUSA"), the Registrant and ZZUSA entered into a share exchange whereby all of the issued and outstanding capital stock of ZZUSA, were exchanged for like securities of the Registrant. On July 25, 2011, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with Quture, Inc., a Nevada corporation (“Quture”).   Pursuant to the Exchange Agreement, the Registrant acquired all of the outstanding capital stock of Quture in exchange (the “Exchange”) for the issuance of an aggregate of 1,938,543,110 shares (the “Exchange Shares”) of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”). The Exchange Shares were issued on a pro rata basis, on the basis of the shares held by such security holders of Quture at the time of the Exchange.  As a result of the Exchange, Quture became a wholly-owned subsidiary of the Registrant and the shareholders of Quture beneficially at Closing, owned approximately eighty-five percent (85%) of the issued and outstanding Common Stock of the Registrant.  

 

For SEC reporting purposes, Quture is treated as the continuing reporting entity that acquired QUTR (the historic registrant). The reports filed after the transaction have been prepared as if Quture (accounting acquirer) were the legal successor to Qutr’s reporting obligation as of the date of the acquisition. Therefore, all financial statements filed subsequent to the transaction reflect the historical financial condition, results of operations and cash flows of Quture, for all periods prior to the share exchange and consolidated with Qutr from the date of the share Exchange. Quture previously had a December 31 fiscal year end, but has now assumed the fiscal year end of Quture International, Inc., the legal acquirer. Accordingly, the financial statements presented herein are the unaudited financial statements for the three months ended July 31, 2011 are of Quture and for the three months ended July 31, 2012 are of Quture consolidated with Quture International, Inc. All share and per share amounts of Quture have been retroactively adjusted to reflect the legal capital structure of Qutr pursuant to FASB ASC 805-40-45-1.

 

Quture was incorporated in the state of Nevada on April 21, 2011. The Company develops medical software with tools and analytics to reduce costs while improving clinical performance, outcomes, predictive insight, and evidence-based best clinical processes. Effective July 1, 2011, Quture merged with Q3, LLC (“Q3”), a Florida Limited Liability Company, whereby Quture was the legal acquirer and Q3 is the accounting acquirer. Accordingly, Quture’s historical financial results, includes Q3 prior to July 1, 2011 and consolidated with Quture from July 1, 2011.

 

Quture is an emerging healthcare knowledge solution company created to transform health and healthcare by developing the standard in measuring clinical performance and outcomes.  The Company’s products focus on using actual clinical data from existing electronic databases to measure performance and outcomes applying analytics. The Quture technology leverages its Application Partnership with InterSystems Corporation.  More than two-thirds of the U.S. population is served by InterSystems-based healthcare technology. Quture, using this fully developed technology platform converts manual processes to electronic processes to integrate clinical data from existing disparate electronic data sources in healthcare organizations. The Company’s product uses InterSystems’ data integration product Ensemble already programmed for every electronic medical record (EMR) and database.  Quture is immediately able to collect and integrate performance metrics into the InterSystems Cache database customized for the Quture application through this partnership.  By licensing the InterSystems technology and implementing the company’s clinical content and performance measures, Quture has the potential to develop the most powerful clinical knowledge database in the world.  Quture will deliver to customers the clinical data for value-based purchasing.  Performance-based and value calculated clinical data will ultimately determine what payers do and do not want to pay for and the clinical knowledge to support new mandated payment systems while improving care.

 

6

NOTE 2 – GOING CONCERN

 

We have incurred losses from operations of $6,528,827 and have limited revenues from operations from inception on April 26, 2011 through the period ended July 31, 2012.  Further, the Company has a working capital deficit of approximately $2,502,853 and to maintain or develop its operations is dependent upon funds from private investors and the support of certain stockholders.  

 

These factors raise substantial doubt about the ability of the Company to continue as a going concern.  We plan to satisfy our future cash requirements - primarily the working capital required for the continuing development of our software, product demonstration costs and general and administrative costs including legal and accounting fees - by additional loans, equity financing, or debt financing. This may be in the form of private placements of common stock, or issuances of promissory notes or convertible notes, either of which will cause dilution to our existing shareholders. There is no assurance that the Company will be successful in raising additional capital or in further developing its operations.

 

Management believes that if it is successful in obtaining working capital, it will enable us to continue to develop our software and as we successfully demonstrate our product, we may generate sales revenue within the following twelve months thereafter.

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

 

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain 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 period. Accordingly, actual results could differ from those estimates.

 

Financial Instruments

All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practical the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

 

Loss per Common Share

Basic earnings (loss) per share includes no dilution and is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Stock options, warrants and common stock underlying convertible promissory notes are not considered in the calculations for the periods ending July 31 2012 and 2011, as the impact of the potential common shares would be antidilutive and decrease loss per share. Therefore, diluted loss per share presented for the periods ended July 31, 2012 and 2011 is equal to basic loss per share.

 

Advertising expense

Advertising is expensed when incurred.  Advertising expense was $2,000 and $2,100 for the three months ended July 31, 2012 and 2011, respectively. 

 

7

Software Development Costs

The Company expenses all software development costs when incurred. Software development costs were $162,314 and $50,659 for the three months ended July 31, 2012 and 2011, respectively.

 

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

 

Stock-based Compensation

The Company accounts for stock-based compensation issued to employees based on ASC Topic 718- Compensation- Stock Compensation, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. ASC Topic 718 primarily focuses on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. These statements also provide guidance n valuing and expensing these awards, as well as disclosure requirements of these equity arrangements.

 

Intangible Assets

The Company evaluates the recoverability of intangible assets that are amortized whenever events indicate the carrying amount of any such asset may not be fully recoverable. Our evaluation is based upon, among other things, our assumptions about the estimated future cash flows that the asset are reasonably expected to generate. When that amount exceeds the carrying value of the asset, we will recognize an impairment loss to the extent the carrying value exceeds the fair value. We apply our best judgment in our determination.

 

Recent Accounting Pronouncements

In June 2011, the FASB issued ASU 2011-05 to require an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present components of other comprehensive income as part of the statement of equity.  ASU 2011-05 will be effective for the Company beginning February 1, 2012, and the Company will be required to apply it retrospectively. The adoption of this standard may only impact the presentation of our financial statements and will have no impact on the reported results.

 

In May 2011, the FASB issued new authoritative guidance to provide a consistent definition of fair value and ensure that fair value measurements and disclosure requirements are similar between GAAP and International Financial Reporting Standards. This guidance changes certain fair value measurement principles and enhances the disclosure requirements for fair value measurements. This guidance is effective for interim and annual periods beginning after December 15, 2011 and is applied prospectively. The Company does not expect that the adoption of this guidance will have a material impact on its financial statements.

 

NOTE 4 - LICENSING AGREEMENT

 

Quture has a non-exclusive five year license as an Application Partner with InterSystems Corporation (“InterSystems”). The license allows the Company to use InterSystems proprietary software in conjunction with the Company’s software. More than two-thirds of the U.S. population is served by InterSystems-based healthcare technology. InterSystems data integration connections, known as application programming interfaces (“API’s”) are already programmed for every EMR and database. Utilizing the world’s number 1 database in clinical healthcare applications, Quture is able to collect and integrate performance metrics immediately through this partnership, creating a powerful clinical knowledge database. The initial five year license agreement expires in September 2012, and the Company is currently in discussions regarding its renewal.

 

8

NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS

 

Determination of Fair Value

At April 30, 2012 and July 31, 2012, the Company calculated the fair value of its assets and liabilities per ASC 820 for disclosure purposes as described below.

 

  The carrying value of cash and cash equivalents, employee advances, prepaid expenses, accounts payable and accrued liabilities approximate their fair value due to the short period to maturity of these instruments pursuant to ASC 820.

 

Valuation Hierarchy

ASC 820 establishes a three-level valuation hierarchy for the use of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date:

 

Level 1 Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 1 assets and liabilities include debt and equity securities and derivative financial instruments actively traded on exchanges, as well as U.S. Treasury securities and U.S. Government and agency mortgage-backed securities that are actively traded in highly liquid over the counter markets.

 

Level 2. Observable inputs other than Level 1 prices such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs that are observable or can be corroborated, either directly or indirectly, for substantially the full term of the financial instrument.

  

Level 3. Inputs to the valuation methodology are unobservable but significant to the fair value measurement. Examples in this category include interests in certain securitized financial assets, certain private equity investments, and derivative contracts that are highly structured or long-dated.

 

Application of Valuation Hierarchy

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodology used to measure fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.

 

Convertible notes payable, net of debt discount.  Market prices are not available for the Company's convertible notes payable, nor are market prices of similar convertible notes available. The Company assessed that the fair value of this liability approximates its carrying value due to its nature, the stated interest rate of the notes and the embedded conversion features as calculated. 

 

The method described above may produce a current fair value calculation that may not be indicative of net realizable value or reflective of future fair values. If readily determined market values became available or if actual performance were to vary appreciably from assumptions used, assumptions may need to be adjusted, which could result in material differences from the recorded carrying amounts. The Company believes its method of determining fair value is appropriate and consistent with other market participants. However, the use of different methodologies or different assumptions to value certain financial instruments could result in a different estimate of fair value.

 

The Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.

 

9

NOTE 6 – CONVERTIBLE AND PROMISSORY NOTES PAYABLE

 

 

During the three months ended July 31, 2012, the Company entered into two separate note agreements with an unaffiliated investor for the issuance of two convertible promissory notes, which in the aggregate were a total of $70,000 in principal (the “CY Convertible Notes”). Among other terms, each of the CY Convertible Notes are due nine months from their issuance dates, bears interest at 8% per annum, payable in cash or shares at the Conversion Price as defined herewith, and are convertible at a conversion price (the “Conversion Price”) for each share of common stock equal to 50% of the average of the lowest three trading prices (as defined in the note agreements) per share of the Company’s common stock for the ten trading days immediately preceding the date of conversion. Upon the occurrence of an event of default, as defined in the CY Convertible Notes, the Company is required to pay interest at 22% per annum and the holders may at their option declare the CY Convertible Notes, together with accrued and unpaid interest, to be immediately due and payable. In addition, the CY Convertible Notes provide for adjustments for dividends payable other than in shares of common stock, for reclassification, exchange or substitution of the common stock for another security or securities of the Company or pursuant to a reorganization, merger, consolidation, or sale of assets, where there is a change in control of the Company. The Company may at its own option prepay the CY Convertible Notes and must maintain sufficient authorized shares reserved for issuance under the CY Convertible Notes. As of July 31, 2012 the Company has reserved 140,000,000 shares of common stock pursuant to this provision for the CY Convertible Notes and the remaining balance of the PY Convertible Notes (see below).

 

We received net proceeds of $65,000 after debt issuance costs of $5,000 paid for lender legal fees. These debt issuance costs are amortized over the terms of the CY Convertible Notes, and accordingly $848 has been expensed as debt issuance costs (included in interest expense) for the three months ended July 31, 2012.

 

During the year ended April 30, 2012, the Company entered into seven separate note agreements with the same investor of the CY Convertible Notes for the issuance of seven convertible promissory notes, which in the aggregate were a total of $282,500 in principal (the “PY Convertible Notes”). The CY Convertible Notes and PY Convertible Notes, together are referred to as the Convertible Notes.

 

The Company evaluated the conversion options of the Convertible Notes under FASB ASC 815-40 for derivative treatment and determined that the conversion options are required to be accounted for as a derivative. Accordingly, the fair value of these derivative instruments have been recorded as a liability on the consolidated balance sheet with the corresponding amount recorded as a discount to the Convertible Notes. Such discount will be accreted from the date of issuance to the maturity dates of the Convertible Notes. The change in the fair value of the liability for derivative contracts will be recorded to other income or expenses in the consolidated statement of operations at the end of each quarter, with the offset to the derivative liability on the balance sheet. The beneficial conversion feature included in the CY Convertible Notes resulted in an initial debt discount of $70,000 and an initial loss on the valuation of derivative liabilities of $32,427 for a derivative liability initial balance of $102,427 on the CY Convertible Notes. At July 31, 2012, the Company revalued the derivative liability, and for the period from their initial valuation to July 31, 2012, the Company increased the derivative liability of $102,427 by $58,229 resulting in a derivative liability balance of $160,656 at July 31, 2012 for the CY Convertible Notes.

 

At April 30, 2012, the Company revalued the derivative liability based on the face value of the balance of $165,000 of the PY Convertible Notes. At April 30, 2012 the derivative liability for the remaining $165,000 for the PY Convertible Notes is $341,380. During the three months ended July 31, 2012, the investor converted $39,500 of principal of the PY Convertible Notes, resulting in a decrease to the derivative liability of $81,724. From the period from April 30, 2012 to July 31, 2012, the Company revalued the remaining balance of $125,500 of the PY Convertible Notes and increased the derivative liability by $28,377, accordingly, the derivative liability as of July 31, 2012 on the PY Convertible Notes is $288,033.

 

 

The fair value of the CY Convertible Notes was calculated at issue date utilizing the following assumptions:

 

Issuance Date	Fair Value	Term	Assumed Conversion Price	Market Price on Grant Date	Volatility Percentage	Interest Rate
6/11/12	$58,252	9 months	$0.00515	$0.0124	138%	0.09%
7/18/12	$44,175	9 months	$0.00515	$0.011	141	0.09%

 

The fair value of the CY and PY Convertible Notes and the Assumed Convertible Note was calculated at January 31, 2012 utilizing the following assumptions:

 

Fair Value	Term	Assumed Conversion  Price	Volatilty Percentage	Interest Rate
$252,216	9 months	$0.007735	211%	0.05%

 

The inputs used estimate the fair value of the derivative liabilities are considered to be level 2 inputs within the fair value hierarchy.

 

10

A summary of the derivative liability balance as of April 30, 2012 and July 31, 2012 is as follows:

 

Fair Value	Derivative Liability Balance 4/30/12	Initial Derivative Liability	Redeemed convertible notes	Fair value change- three months ended 7/31/12	Derivative Liability Balance 7/31/12
CY Convertible Notes	$                   -	$                 102,427	$                       -	$                 58,229	$                  160,656
PY Convertible Notes	341,380	-	(81,724)	28,377	288,033
Total	$       341,380	$              102,427*	$          (81,724)	$                 86,606	$                 448,689

 

*Comprised of $70,000, the discount on the face value of the convertible note and the initial derivative liability expense of $32,427 which is included in the derivative liability expense of $119,033 on the condensed statement of operations for the three months ended July 31, 2012, included herein.

 

Additionally, pursuant to the Exchange Agreement, the Company assumed $150,000 of outstanding Notes due from ZZUSA. As of July 31, 2012 a summary of convertible notes payable is as follows:

 

CY Convertible Notes	$	70,000
PY Convertible Notes		125,500
Assumed Note		150,000
Total face value		345,500
Less discount on above		134,088
Convertible notes, net of discount	$	211,412

 

  

NOTE 7 – STOCKHOLDERS EQUITY

 

Common Stock

 

On May 29, 2012, the Company issued 10,000,000 shares of common stock upon the conversion of $100,000 convertible note. The shares were issued at $0.01 per share.

 

On June 4, 2012, the Company issued 2,105,263 shares of common stock upon the conversion of $12,000 of debentures. The shares were issued at an average price of approximately $0.0057 per share.

 

On June 7, 2012, the Company issued 2,352,941 shares of common stock upon the conversion of $12,000 of debentures. The shares were issued at an average price of approximately $0.0051 per share.

 

On June 13, 2012, the Company issued 1,069,767 shares of common stock upon the conversion of $3,500 of debentures and accrued and unpaid interest of $1,100. The shares were issued at an average price of approximately $0.0043 per share.

 

On July 16, 2012, we issued 4,000,000 shares of our common stock to unaffiliated accredited investor pursuant to a private placement.  The shares were sold for $20,000 or $0.005 per share.

 

On July 19, 2012, the Company issued 2,400,000 shares of common stock upon the conversion of $12,000 of debentures. The shares were issued at an average price of approximately $0.005 per share.

 

11

Options

Pursuant to the Exchange Agreement, the Company acquired the outstanding balances of the 2010 Equity Incentive Plan (“EIP”). A summary of outstanding option balances under the EIP at May 1, 2012 and July 31, 2012 are as follows:

 

 

2010 EIP		Options		Weighted-average exercise price		Weighted-average remaining contractual life (years)
Outstanding and exercisable at May 1, 2012		10,500,000	$	0.03667		8.2
Granted
Expired		-		-		-
Exercised		-		-		-
Outstanding and exercisable at July 31, 2012		10,500,000	$	0.03667		7.9

 

Warrants

 

In connection with the sale of 4,000,000 shares of common stock, the Company issued warrants to purchase 4,000,000 shares of common stock. The warrants expire on the three year anniversary and have an exercise price of $0.01 per share. The Company valued the warrants at $28,000 based on the Black Scholes formula.  

 

A summary of the activity of the Company’s outstanding warrants at May 1, 2012 and July 31, 2012 is as follows:

 

		Warrants		Weighted-average exercise price		Weighted-average grant date fair value
Outstanding and exercisable at May 1, 2012		87,000,000	$	0.008	$	0.015
Granted		4,000,000		0.01		0.007
Expired		-		-		-
Exercised		-		-		-
Outstanding and exercisable at July 31, 2012		91,000,000	$	0.008	$	0.015

 

 

 

The following table sets forth the exercise price range, number of shares, weighted average exercise price and remaining contractual lives of the warrants by groups as of July 31, 2012:

 

Exercise price range		Number of options outstanding		Weighted-average exercise price		Weighted-average remaining life
$0.005		30,000,000	$	0.005		.9 years
$0.01		61,000,000		0.01		1.6 years
		91,000,000	$	0.008		2.50 years

  

NOTE 8 – RELATED PARTY TRANSACTIONS

 

The Company has an agreement with Q’Zure, LLC to provide software and technology services that Quture requires. Pursuant to the terms of the agreement, Quture will provide Task Orders to Q’Zure on process and other terms to be negotiated on an order by order basis. For the three months ended July 31, 2012 the Company incurred $162,314 of software development costs and as of July 31, 2012 the Company owes Q’Zure $543,150, which is included in accounts payable and accrued expenses, related parties on the balance sheet as of July 31, 2012, included herein. Included in the related party liability are management fees of $19,321 to Q’zure.

 

Effective January 1, 2011 through the date of the Share Exchange Agreement, the Company had agreed to compensate Landon Feazell $10,000 per month for his services to the Company as President and Chief Executive Officer, to be paid as cash flow permits. Effective with the Share Exchange Agreement the Company agreed to increase Mr. Feazell’s compensation to $13,600 per month. Accordingly, for the three months ended January 31, 2012 and 2011 the Company has included $40,800 and $30,000, respectively in salaries and management, and as of July 31, 2012, the Company owes Mr. Feazell $53,225 for accrued and unpaid fees. Effective with the Share Exchange agreement, the Company has agreed to compensate Barry Hollander $5,000 a month for his services as Chief Financial Officer. The Company has included $15,000 in salaries for the three months ended July 31, 2012, and as July 31, 2012 the Company owes Mr. Hollander $13,923 for accrued and unpaid fees which is included in accounts payable and accrued expenses, related parties on the balance sheet as of July 31, 2012.

 

As of July 31, 2012 the Company owed Mr. Feazell, our Chief Executive Officer $163,068 for advances received, which was assumed by the Company pursuant to the Q3 merger. The advances are due on demand and bear no interest. Additionally, the Company owes Mr. Hollander, our Chief Financial Officer, $30,790 for advances and loans received.

 

Through April 25, 2012, the Company leased office space in Port Orange, Fl. from Sunset Quay Outfitters, LLC (“Sunset Quay”). Sunset Quay is a Florida limited liability Company that is controlled by Geoffrey Feazell, an Officer of our Company. Under the terms of the lease agreement, the monthly rent was $4,000 on a net lease. For the three months ended July 31, 2011 the Company has included $12,000 in rent expense and as of July 31, 2012 owes $23,000 to Sunset Quay for accrued and unpaid rent which is included in accounts payable and accrued expenses, related parties on the balance sheet as of July 31, 2012.

 

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NOTE 9 – INCOME TAXES

 

As of July 31, 2012, the Company had net operating loss carry forwards of approximately $1,471,000 that may be available to reduce future years’ taxable income and will expire commencing in 2027. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and, accordingly, the Company has recorded a full valuation allowance for the deferred tax asset relating to these tax loss carryforwards.

 

The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:

 

 

		July 31, 2012
Statutory federal income tax rate		34.0%
State income taxes and other		5.40%
Effective tax rate		39.00%

 

Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following:     

 

		July 31, 2012
Net operating loss carryforward		579,574
Valuation allowance		(579574)
Deferred income tax asset	$	-

 

NOTE 10 – SUBSEQUENT EVENTS

 

On August 13, 2012, the Company issued 4,642,857 shares of common stock upon the conversion of $13,000 of debentures. The shares were issued at an average price of approximately $0.0028 per share.

 

On August 21, 2012, the Company issued 6,916,667 shares of common stock upon the conversion of $15,000 of debentures and accrued and unpaid interest of $1,600. The shares were issued at an average price of approximately $0.0024 per share.

 

Management performed an evaluation of the Company’s activity through the date these financials were issued to determine if they must be reported. The Management of the Company determined that there were no other reportable subsequent events to be disclosed.

  

 13

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

 

Overview

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.

 

This interim report contains forward looking statements relating to our Company's future economic performance, plans and objectives of management for future operations, projections of revenue mix and other financial items that are based on the beliefs of, as well as assumptions made by and information currently known to, our management. The words "expects", "intends", "believes", "anticipates", "may", "could", "should" and similar expressions and variations thereof are intended to identify forward-looking statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.

 

Our auditor's report on our April 30, 2012 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. The Company has had limited revenues from operations, and therefore is dependent upon funds from private investors. If our officers and directors are unwilling or unable to loan or advance us additional capital, we believe that if we do not raise additional capital over the next 12 months, we may be required to suspend or cease the implementation of our business plans.

 

Quture owns two (2) fully developed and tested products; both are being migrated from a Microsoft technology platform onto the InterSystems technology platform, with the Cache object-oriented database serving as the foundation for each and providing a unified Quture database to be called the “Qualytx” database.  Real-time clinical data is captured electronically from multiple vendor disparate databases using the Ensemble interface engine and aggregated into the Qualytx database. The DeepSee dashboard and Zen report writer technology are functionalities existing in the InterSystems Ensemble Enterprise suite of products. The Quture products on the InterSystems platform are QualOptima (clinical performance measurement with analytics) and QSurg (surgery center electronic medical record (EMR) with a simplified QualOptima (“QuOp”) performance analytics application embedded).

 

We intend to introduce the Company’s QualOptima performance measurement product into the market after completion of a formal “clinical trial” at the University of Miami, Miller School of Medicine and Jackson Memorial Hospital. The proof of concept Phase I portion of that demonstration project has been successfully completed based on sample data and to the satisfaction of Quture and InterSystems. The QualOptima product is further demonstrated at Niagara Falls Memorial Hospital, Niagara Falls, New York, for performance measurement of nursing-sensitive measures to become “interdisciplinary” performance measurement. An existing customer of Quture, Springhill Medical Center, Springhill, LA, is evaluating the QualOptima product to replace its existing license with Quture for peer review. The QualOptima product will then have been demonstrated, if successful, to transition from strictly peer review to performance measurement on the InterSystems platform for interdisciplinary performance and outcomes measurement. Quture then intends to evaluate data from these hospital projects for return on investment (ROI) potential of the QualOptima product for commercial marketing and sales. After successful demonstration in cooperation with InterSystems, where the InterSystems products are being demonstrated to meet the requirements and specifications of Quture, the QualOptima product will be formally launched and then commercialized.  QualOptima is now being expanded from the demonstration in anesthesiology to the more than 40 medical specialties.  The Company plans to negotiate contracts and licenses to install QualOptima in reference hospitals during the fall months of 2012 as part of the go to market strategy of the Company.  

 

The “go to market strategy” will focus on existing strong relationships with major hospital corporations, including their self-insured trusts, at several flagship hospitals, designed to mature into sales to large hospital systems.  We anticipate other reference hospital installations will focus on specific product components, including the relationship between performance and outcomes measures, one focused on the natural language processing software component and aggregated medical specialties and specific federal initiatives, such as re-hospitalizations and hospital acquired conditions. Significantly, the Niagara Falls Memorial Hospital project is focused on a hospital acquired condition, eliminating or at least reducing cather-acquired urinary tract infections.

 

Initial sales are being pursued through marketing and sales for installation.  Initial customers will be carefully coordinated with InterSystems.  InterSystems will accompany Quture sales engineers with their own sales engineers for sales presentations. The Company is also partnering with prominent national healthcare law firms and accounting firms, jointly conducting several summit meetings for their clients and inviting potential customers – stressing compliance and the threat of negligent credentialing as motivators and leveraging their representation and influence with hospital boards and senior executives.  The Quture product database and clinical process, quality and patient safety management, and medical staff credentialing processes will provide new and unique consulting opportunities for these firms in concert with Quture.

 

14

 

The Company anticipates marketing and sales of the QSurg product will follow introduction of the QualOptima product, projected by Quture to begin six (6) months after commencement of marketing and sales of QualOptima.

 

As of July 31, 2012, we had $5,420 cash on hand and in the bank. We plan to satisfy our future cash requirements - primarily the working capital required for the continuing development of our software, product demonstration costs and general and administrative costs including legal and accounting fees - by additional equity financing, or debt financing. This may be in the form of private placements of common stock, or issuance of convertible notes, either of which will cause dilution to our existing shareholders.

 

Management believes that if subsequent private placements are successful, which in turn may enable us to continue to develop our software and we successfully demonstrate our product, we may generate sales revenue within the following twelve months thereafter.

 

If we are unsuccessful in raising the additional proceeds through a private placement or debt offering we will then have to seek capital from other sources, which may not even be available to the Company. However, if such financing were available, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management will evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If we cannot raise additional proceeds via a private placement of our common stock or secure debt financing we would be required to cease business operations. As a result, investors in Quture International's common stock could lose all of their investment.

 

For the three months ended July 31, 2012 the Company had $9,000 of revenues compared to $10,800 for the three months ended July 31, 2011. Total operating expenses for the three months ending July 31, 2012 was $357,640, compared to $108,106 for the three months ended July 31, 2011. Total other expenses for the three months ended July 31, 2012 and 2011 were $204,845 and $1,111, respectively, resulting in a net loss for the three months ended July 31, 2012 of $553,485 and $98,418 for the three months ended July 31, 2011.

 

Operating expenses for the three months ended July 31, 2012 and 2011 are comprised of:

 

	2012	2011
Salaries and benefits	$  90,486	$ 30,000
Warrant costs	28,000	-
Software development	162,314	50,659
Rent	26,480	12,000
General and administrative costs	47,360	8,947
Professional fees and consulting	3,000	6,500
Total	$ 357,640	$ 108,106

 

 

Salaries and benefits

 

Prior to the Share Exchange Agreement, the Company had agreed to pay Landon Feazell, the President and Chief Executive Officer $10,000 a month (cash flow permitting) for his management services, and effective with the Share Exchange Agreement (August 9, 2011) the Company agreed to increase Mr. Feazell’s compensation to $13,600 per month. Beginning August 9, 2011, the Company has agreed to compensate Mr. Barry Hollander $5,000 monthly for his services as Chief Financial Officer. The amounts are paid when the Company has available funds, and in the absence of such funds the Company accrues the monthly fee. For the three months ended July 31, 2012, Mr. Feazell has been paid $47,853 and as of July 31, 2012 is owed $53,325 of accrued and unpaid fees. For the three months ended July 31, 2012 Mr. Hollander has been paid $15,000 for his services and as of July 31, 2012 is owed $12,500 of accrued and unpaid fees.

 

Software development

 

The Company has an agreement with Q’Zure, LLC (“Q’Zure”) to provide software and technology services that Quture requires. Geoffrey Feazell, an officer of our Company is the managing partner of Q’Zure. For the three months ended July 31, 2012 we incurred $162,314 of software development costs. These costs were primarily related to the design, development and migration of our software product to our licensor’s platform, technology support and outsourced programming services. As of July 31, 2012 we owe $543,150 to Q’Zure which is included in accounts payable, related parties on the balance sheet presented herein.

 

Rent

 

Effective on May 1, 2012 Quture entered into a one year agreement to rent approximately 4,100 square feet of office space in Daytona Beach, Florida. The monthly rent is $4,014 plus applicable taxes.  

 

Through April 25, 2012, the Company leased office space in Port Orange, Fl. from Sunset Quay Outfitters, LLC (“Sunset Quay”). Sunset Quay is a Florida limited liability Company that is controlled by Geoffrey Feazell, an Officer of our Company. Under the terms of the lease agreement, the monthly rent was $4,000 on a net lease. For the three months ended July 31, 2011 the Company has included $12,000 in rent expense and as of July 31, 2012 owes $23,000 to Sunset Quay for accrued and unpaid rent which is included in accounts payable and accrued expenses, related parties on the balance sheet as of July 31, 2012.

 

General and administrative

 

For the three months ended July 31, 2012 and 2011 the Company incurred $47,360 and $8,947 respectively of general and administrative expenses. Included in these costs are office administration, trade shows, travel and promotion.

 

 15

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of July 31, 2012. Based on our evaluation, our Chief Executive Officer and Chief Financial Officer has concluded that the Company's disclosure controls and procedures were not effective at July 31, 2012, due to the fact that the material weaknesses in the Company's internal control over financial reporting described in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2012, had not been remediated as of July 31, 2012.

These weaknesses are continuing. Management and the Board of Directors are aware of these weaknesses that result because of limited resources and staff. Efforts to design and implement controls and processes have been put on hold due to limited resources. Due to our limited financial and managerial resources, we cannot assure when we will be able to implement effective 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.

 

16

 

 

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.

 

 

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

On May 29, 2012, the Company issued 10,000,000 shares of common stock upon the conversion of $100,000 convertible note. The shares were issued at $0.01 per share.

 

On June 4, 2012, the Company issued 2,105,263 shares of common stock upon the conversion of $12,000 of debentures. The shares were issued at an average price of approximately $0.0057 per share.

 

On June 7, 2012, the Company issued 2,352,941 shares of common stock upon the conversion of $12,000 of debentures. The shares were issued at an average price of approximately $0.0051 per share.

 

On June 13, 2012, the Company issued 1,069,767 shares of common stock upon the conversion of $3,500 of debentures and accrued and unpaid interest of $1,100. The shares were issued at an average price of approximately $0.0043 per share.

 

On July 16, 2012, we issued 4,000,000 shares of our common stock to unaffiliated accredited investor pursuant to a private placement.  The shares were sold for $20,000 or $0.005 per share.

 

On July 19, 2012, the Company issued 2,400,000 shares of common stock upon the conversion of $12,000 of debentures. The shares were issued at an average price of approximately $0.005 per share.

 

The sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly, we believe that these transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D. The agreements executed in connection with this sale contain representations to support the Company’s reasonable belief that the Investor had access to information concerning the Company’s operations and financial condition, the Investor acquired the securities for their own account and not with a view to the distribution thereof in the absence of an effective registration statement or an applicable exemption from registration, and that the Investor are sophisticated within the meaning of Section 4(2) of the Securities Act and are “accredited investors” (as defined by Rule 501 under the Securities Act). In addition, the issuances did not involve any public offering; the Company made no solicitation in connection with the sale other than communications with the Investor; the Company obtained representations from the Investor regarding their investment intent, experience and sophistication; and the Investor either received or had access to adequate information about the Company in order to make an informed investment decision. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.

 

 

ITEM 3. Defaults upon Senior Securities

 

None.

 

 

Item 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. Other Information

 

None

 

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

 

(a) Exhibit index

 

Exhibit
31.1	Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
31.2	Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32.1	Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

(b) Reports on Form 8-K. None

 

 

17

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: September 19, 2012

QUTURE INTERNATIONAL, INC.

 

By: /s/ G. Landon Feazell

G. Landon Feazell

President, Secretary Treasurer, Director

(Principal Executive Officer)

 

 

18