**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB**


**[X]
      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES**


**EXCHANGE
      ACT OF 1934**





**For
      the Quarterly Period Ended December 31, 2006**





or





**[
      ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES**


**EXCHANGE
      ACT OF 1934**





*Commission
      File Number 0-28541*





**QUINTEK
      TECHNOLOGIES, INC.**


(Exact
      name of registrant as specified in its charter)






California
              77-0505346(State
                  or other jurisdiction
              (I.R.S.
                  Employerof
                  incorporation or organization)
              Identification
                  No.)
   17951
        Lyons Circle
 Huntington
        Beach, CA 92647
 (Address
        of principal executive offices)
 Registrant's
        telephone number: 714-848-7741





Check
      whether the registrant (1) has filed all reports required to be filed by Section
      13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
      months (or for such shorter period that the registrant was required to file
      such
      reports), and (2) has been subject to such filing requirements for the past
      90
      days. Yes [X] No [ ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes [ ] No [X]





**APPLICABLE
      ONLY TO CORPORATE ISSUERS**





At
      February 12, 2007, a total of 152,449,773 shares of registrant's Common Shares
      were outstanding.





Transitional
      Small Business Disclosure Format: Yes [  ] No [X]




1


**QUINTEK
      TECHNOLOGIES, INC.**


**FORM
      10-QSB**




**For
      the Fiscal Quarter Ended December 31, 2006**








Part
                I
            PageItem
                1. Financial Statements.
            3Item
                2. Management's Discussion and Analysis or Plan of
                Operations.
            19Item
                3. Controls and Procedures
            24Part
                ll
            PageItem
                1. Legal Proceedings.
            25Item
                2. Unregistered Sale of Equity Securities and Use of
                Proceeds
            25Item
                3. Defaults Upon Senior Securities
            25Item
                4. Submission of Matters to a Vote of Security Holders.
            25Item
                5. Other Information
            25Item
                6. Exhibits.
            25





2


**PART
      I - FINANCIAL INFORMATION**





**Item
      1. Financial Statements**




**QUINTEK
                  TECHNOLOGIES, INC. AND SUBSIDIARIES****CONSOLIDATED
                  BALANCE SHEET****as
                  of December 31, 2006****(Unaudited)****ASSETS**Current
                  assets:Cash
                  and cash equivalents
              
              $
              79,951Accounts
                  receivable, net of allowance for doubtful accounts of
                  $4,496
              
              
              275,497Employee
                  receivable, net
              
              
              4,238Total
                  current assets
              
              
              359,686Property
                  and equipment, net
              
              
              373,872Other
                  assets:Deposits
              
              
              108,935Other
                  assets
              
              
              1,024,096Total
                  other assets
              
              
              1,133,031$
              1,866,588**LIABILITIES
                  AND STOCKHOLDERS' DEFICIT**Current
                  liabilities:Accounts
                  payable and accrued expenses
              
              $
              1,484,794Factoring
                  payable
              
              
              136,722Payroll
                  and payroll taxes payable
              
              
              73,188Payroll
                  taxes assumed in merger
              
              
              96,661Advances
                  from lenders
              
              
              36,736Loans
                  payable
              
              
              223,695Convertible
                  bonds
              
              
              62,495Convertible
                  debentures
              
              
              210,674Convertible
                  notes
              
              
              45,450Beneficial
                  conversion feature
              
              
              143,880Deferred
                  revenue
              
              
              10,104Dividend
                  payable
              
              
              40,661Total
                  current liabilities
              
              
              2,565,060Long-term
                  debt
              
              
              831,812Stockholders'
                  deficit:Preferred
                  stock, convertible, no par value, 50,000,000 shares
                  authorized,4,154,750
                  shares issued and outstanding
              
              
              1,281,605Common
                  stock, $0.001 par value, 500,000,000 shares authorized,152,449,773
                  shares issued and outstanding
              
              
              152,449Additional
                  paid-in capital
              
              
              32,853,323Shares
                  to be issued
              
              
              5,000Stock
                  subscription receivable
              
              
              (776,250
              )Accumulated
                  deficit
              
              
              (35,046,412
              )Total
                  stockholders' deficit
              
              
              (1,530,284
              )Total
                  liabilities and stockholders' deficit
              
              $
              1,866,588




3




**QUINTEK
                  TECHNOLOGIES, INC. AND SUBSIDIARIES****CONSOLIDATED
                  STATEMENTS OF OPERATIONS****(Unaudited)****For
                  the three month periods**
                **ended
                  December 31,**
              
              **For
                  the six month periods**
                **ended
                  December 31,****2006**
              
              **2005**
              
              **2006**
              
              **2005**Net
                  revenue
              
              $
              397,283
              
              $
              535,521
              
              $
              809,011
              
              $
              1,228,880Cost
                  of revenue
              
              
              328,997
              
              
              346,808
              
              
              647,486
              
              
              826,432Gross
                  margin
              
              
              68,284
              
              
              188,713
              
              
              161,524
              
              
              402,448Operating
                  expenses:Selling,
                  general and administrative
              
              
              577,412
              
              
              537,997
              
              
              1,368,299
              
              
              1,203,585Stock-based
                  compensation
              
              
              -
              
              
              313,686
              
              
              600,000
              
              
              383,975Stock-based
                  consulting fees
              
              
              41,728
              
              
              -
              
              
              135,955
              
              
              -Total
                  operating expenses
              
              
              619,138
              
              
              851,683
              
              
              2,104,253
              
              
              1,587,559Loss
                  from operations
              
              
              (550,854
              )
              
              (662,969
              )
              
              (1,942,729
              )
              
              (1,185,112
              )Non-operating
                  income (expense):Realized
                  gain (loss) on investment
              
              
              (120,040
              )
              
              -
              
              
              (120,040
              )
              
              113,700Other
                  income
              
              
              3,067
              
              
              2,959
              
              
              6,162
              
              
              9,631Uncollectible
                  from former officers
              
              
              (2,747
              )
              
              (2,409
              )
              
              (5,467
              )
              
              (5,026
              )Beneficial
                  conversion feature
              
              
              (66,468
              )
              
              (44,159
              )
              
              (129,736
              )
              
              (96,966
              )Change
                  in Fair Value of Warrants
              
              
              82,327
              
              
              -
              
              
              704,075
              
              
              -Interest
                  Income
              
              
              136
              
              
              1,344
              
              
              2,728
              
              
              2,667Interest
                  expense
              
              
              (34,136
              )
              
              (31,770
              )
              
              (95,481
              )
              
              (175,036
              )Total
                  non-operating income (expense)
              
              
              (137,861
              )
              
              (74,034
              )
              
              362,241
              
              
              (151,030
              )Loss
                  before provision for income taxes
              
              
              (688,715
              )
              
              (737,004
              )
              
              (1,580,487
              )
              
              (1,336,141
              )Provision
                  for income taxes
              
              
              -
              
              
              -
              
              
              800
              
              
              800Net
                  loss
              
              
              (688,715
              )
              
              (737,004
              )
              
              (1,581,287
              )
              
              (1,336,941
              )-Dividend
                  requirement for preferred stock
              
              
              4,015
              
              
              4,015
              
              
              8,029
              
              
              8,029Net
                  loss applicable to common shareholders
              
              
              (692,729
              )
              
              (741,019
              )
              
              (1,589,316
              )
              
              (1,344,970
              )-Other
                  comprehensive loss:
              
              
              -Reclassification
                  adjustment
              
              
              120,151
              
              
              -
              
              
              120,151
              
              
              (4,080
              )Unrealized
                  gain/(loss) for the period
              
              
              -
              
              
              (19,590
              )
              
              -
              
              
              9,317Comprehensive
                  loss
              
              $
              (572,578
              )
              $
              (760,609
              )
              $
              (1,469,165
              )
              $
              (1,339,733
              )Basic
                  and diluted net loss per share
              
              $
              (0.00
              )
              $
              (0.01
              )
              $
              (0.01
              )
              $
              (0.01
              )Basic
                  and diluted weighted averageshares
                  outstanding
              
              
              154,095,924
              
              
              122,264,778
              
              
              151,445,900
              
              
              111,580,803




4
 
  **QUINTEK
                    TECHNOLOGIES, INC. AND
                    SUBSIDIARIES****CONSOLIDATED
                    STATEMENT OF CASH FLOWS****(Unaudited)****Six
                    months periods ended****December
                    31,****2006**
                
                **2005****OPERATING
                    ACTIVITIES**Net
                    loss
                
                $
                (1,581,287
                )
                $
                (1,336,941
                )Adjustments
                    to reconcile net loss to net cash used in operations:Depreciation
                    and amortization
                
                
                93,794
                
                
                85,540Discount
                    on factor
                
                
                -
                
                
                4,796Expenses
                    paid by a note payable
                
                
                -
                
                
                36,478Issuance
                    of shares for consulting services
                
                
                135,955
                
                
                238,697Stock
                    based compensation
                
                
                600,000
                
                
                -Bad
                    Debts
                
                
                12,012
                
                
                -Gain
                    on the sale of the investment
                
                
                120,040
                
                
                (113,700
                )Change
                    in Fair value of Warrants
                
                
                (704,075
                )
                
                -Beneficial
                    conversion feature expense
                
                
                129,736
                
                
                96,966Amortization
                    of the Unamortized discount
                
                
                -
                
                
                77,489Warrants
                    granted to consultant
                
                
                -
                
                
                206,798Changes
                    in current assets and liabilities:(Increase)
                    decrease in accounts receivable
                
                
                (59,890
                )
                
                49,522(Increase)
                    decrease in prepaid expenses
                
                
                (4,238
                )
                
                (3,192
                )Increase
                    (decrease) in accounts payable
                
                
                494,057
                
                
                121,788Increase
                    (decrease) in payroll taxes payable
                
                
                (108,377
                )
                
                116,696Increase
                    (decrease) in deferred revenue
                
                
                1,683
                
                
                (23,056
                )Net
                    cash used in operating activities
                
                
                (870,591
                )
                
                (442,120
                )**INVESTING
                    ACTIVITIES**Acquisition
                    of equipment
                
                
                (13,218
                )
                
                (13,429
                )Increase
                    in restricted cash
                
                
                -
                
                
                (2,666
                )Proceeds
                    from sale of marketable securities
                
                
                10,821
                
                
                238,018Net
                    cash provided by/ (used in) investing activities
                
                
                (2,397
                )
                
                221,923**FINANCING
                    ACTIVITIES**Payments
                    on factoring payable
                
                
                -
                
                
                (95,279
                )Proceeds
                    from factor
                
                
                -
                
                
                155,816Payments
                    on leases
                
                
                (64,428
                )
                
                (60,620
                )Proceeds
                    from issuance of debentures
                
                
                750,000
                
                
                -Expenses
                    related to Issuance of Debenture
                
                
                (75,000
                )
                
                -Proceeds
                    from sale of stocks
                
                
                -
                
                
                80,000Prepayments
                    for exercise of warrants
                
                
                -
                
                
                125,000Proceeds
                    from issuance of common stock upon exercise of warrants
                
                
                -
                
                
                59,400Payments
                    of notes payable
                
                
                (67,640
                )
                
                (10,150
                )Net
                    cash provided by financing activities
                
                
                542,932
                
                
                254,167**Net
                    increase (decrease) in cash and cash equivalents**
                
                
                (330,056
                )
                
                33,970**Cash
                    and cash equivalents, beginning balance**
                
                
                410,007
                
                
                12,669**Cash
                    and cash equivalents, ending balance**
                
                $
                79,951
                
                $
                46,639




5
 **QUINTEK
            TECHNOLOGIES, INC.**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 (Unaudited)





**1.
      DESCRIPTION OF BUSINESS**





The
      Company was originally incorporated under the laws of the State of California
      on
      April 16, 1993, as Quintek Electronics, Inc. On January 14, 1999, the Company
      merged with Pacific Diagnostic Technologies, Inc. in a business combination
      accounted for as a purchase. The acquisition took place under a plan of
      reorganization. Quintek Electronics, Inc. ("QEI") became public when it was
      acquired by Pacific Diagnostic Technologies, Inc. ("PDX") through a reverse
      merger and Chapter 11 Plan of Reorganization. Under the plan, all assets of
      QEI
      were sold to PDX, all PDX management resigned once the Plan was confirmed,
      and
      QEI's management and operating plan were adopted by the new operating entity.
      Shortly after the confirmation of the plan, the name of the reorganized debtor
      was changed to Quintek Technologies, Inc. ("QTI"). QTI assumed the assets,
      liabilities, technology and public position of both QEI and PDX.





On
      February 24, 2000, the Company acquired all of the outstanding common stock
      of
      Juniper Acquisition Corporation ("Juniper"). For accounting purposes, the
      acquisition was treated as a capitalization of the Company with the Company
      as
      the acquirer (reverse acquisition).





On
      May 5,
      2005, the Company formed Sapphire Consulting Services to focus its efforts
      on
      the Supply Chain Services market. Sapphire provides back office services and
      solutions to improve efficiencies within organizations. The Company accomplishes
      this through out-sourcing/in-sourcing services, consulting services and solution
      sales.





Quintek
      provides business process outsourcing services to Fortune 500, Russell 2000
      companies and public sector organizations. The Company’s business process
      includes outsourcing services range from consulting, digitizing, indexing,
      and
      uploading of source documents through simple customer-specific, rules-based
      decision making. .





**2.
      BASIS OF PRESENTATION**





The
      accompanying unaudited financial statements of Quintek have been prepared in
      accordance with the rules and regulations of the Securities and Exchange
      Commission for the presentation of interim financial information, but do not
      include all the information and footnotes required by generally accepted
      accounting principles for complete financial statements. In the opinion of
      management, the accompanying unaudited financial statements of the Company
      include all adjustments (consisting only of normal recurring adjustments)
      considered necessary to present fairly its financial position as of December
      31,
      2006, the results of operations for the six months ended December 31, 2006
      and
      2005, and cash flows for the six months ended December 31, 2006 and 2005. The
      operating results for the six month period ended December 31, 2006 are not
      necessarily indicative of the results that may be expected for the year ending
      June 30, 2007. The audited financial statements for the year ended June 30,
      2006
      were filed on September 28, 2006 with the Securities and Exchange Commission
      and
      is hereby referenced. The information included in this Form 10-QSB should be
      read in conjunction with Management's Discussion and Analysis and financial
      statements and notes thereto included in the Company's 2006 Form 10-KSB.





**Use
      of Estimates**





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 and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates.





**Cash
      and Cash Equivalents**





The
      Company considers all liquid investments with a maturity of three months or
      less
      from the date of the purchase that are readily convertible into cash to be
      cash
      equivalents.





**Accounts
      Receivable**





The
      Company maintains reserves for potential credit losses on accounts receivable.
      Management reviews the composition of accounts receivable and analyzes
      historical bad debts, customer concentrations, customer credit worthiness,
      current economic trends and changes in customer payment patterns to evaluate
      the
      adequacy of these reserves. Reserves are recorded primarily on a specific
      identification basis. Allowance for doubtful debts amounted to $4,496 as at
      December 31, 2006.





**Property
      & Equipment**





Property
      and equipment are stated at cost. Expenditures for maintenance and repairs
      are
      charged to earnings as incurred; additions, renewals and betterments are
      capitalized. When property and equipment are retired or otherwise disposed
      of,
      the related cost and accumulated depreciation are removed from the respective
      accounts, and any gain or loss is included in operations. Depreciation of
      property and equipment is provided using the straight-line over the estimated
      useful lives (3-7 years) of the assets.


6
 **QUINTEK
              TECHNOLOGIES, INC.**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 (Unaudited)
 **Long-lived
        Assets**





Effective
      January 1, 2002, the Company adopted Statement of Financial Accounting Standards
      No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
      144"), which addresses financial accounting and reporting for the impairment
      or
      disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for
      the
      Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
      and the accounting and reporting provisions of APB Opinion No. 30, "Reporting
      the Results of Operations for a Disposal of a Segment of a Business." The
      Company periodically evaluates the carrying value of long-lived assets to be
      held and used in accordance with SFAS 144. SFAS 144 requires impairment losses
      to be recorded on long-lived assets used in operations when indicators of
      impairment are present and the undiscounted cash flows estimated to be generated
      by those assets are less than the assets' carrying amounts. In that event,
      a
      loss is recognized based on the amount by which the carrying amount exceeds
      the
      fair market value of the long-lived assets. Loss on long-lived assets to be
      disposed of is determined in a similar manner, except that fair market values
      are reduced for the cost of disposal.





**Accounts
      Payable & Accrued Expenses**





Accounts
      payable and accrued expenses consist of the following as of December 31,
      2006:




Accounts
                payable
            
            $
            533,038Accrued
                interest
            
            
            395,165Accrued
                legal fees
            
            
            33,250Accrued
                Litigation Liability
            
            
            414,254Other
                accrued expenses
            
            
            109,087$
            1,484,794





**Income
      Taxes**




Deferred
      taxes are provided for on a liability method for temporary differences between
      the financial reporting and tax basis of assets and liabilities that will result
      in taxable or deductible amounts in the future. Deferred tax assets and
      liabilities are adjusted for the effects of changes in tax laws and rates on
      the
      date of enactment. Deferred tax assets are reduced by a valuation allowance
      when, in the opinion of management, it is more likely than not that some portion
      or all of the deferred tax assets will be realized. For the year ended June
      30,
      2006, such differences were insignificant.




**Marketable
      securities and realized loss due to decline in market
      value**





On
      July
      29, 2004, the Company entered into an Agreement with Langley Park Investments
      Plc, a London Investment Company to issue 14,000,000 shares of the Company's
      common stock to Langley in return for 1,145,595 shares of Langley. Fifty percent
      of Langley shares, or 572,798 shares, issued to the Company under this agreement
      were to be held in escrow for two years. At the end of two years if the market
      price for the Company's common stock was at or greater than the Initial Closing
      Price, the escrow agent would release the full amount of shares. In the event
      that the market price for the Company's common stock is less than the Initial
      Closing Price the amount released would be adjusted.





Langley
      attained listing with the United Kingdom Listing Authority. The Company's shares
      are to be held by Langley for a period of at least two years. Langley shares
      issued to the Company are to be free trading.





The
      Company's marketable securities (Langley's shares) were classified as
      available-for-sale and, as such, were carried at fair value. Securities
      classified as available-for-sale may be sold in response to changes in interest
      rates, liquidity needs, and for other purposes. The investment in marketable
      securities represents less than twenty percent (20%) of the outstanding common
      stock and stock equivalents of the investee. As such, the investment is
      accounted for in accordance with the provisions of SFAS No. 115.





Unrealized
      holding gains and losses for marketable securities are excluded from earnings
      and reported as a separate component of stockholder's equity. Realized gains
      and
      losses for securities classified as available-for-sale are reported in earnings
      based upon the adjusted cost of the specific security sold. On October 7, 2006,
      the Langley Escrow shares held as Protection Shares (as defined in the Escrow
      Agreement) were repurchased by Langley from the Company these were limited
      to
      the number of Langley escrow shares held or 572,798 shares. The purchase price
      was calculated as follows: the number of Langley Consideration Shares multiplied
      by the Percentage Decrease. The Percentage Decrease equals Market Value/the
      Closing Price. “Market Value” shall be the average of the ten (10) closing bid
      prices per share of the Company common stock during the ten (10) trading days
      immediately preceding the two year anniversary of the closing. “Closing Price”
shall be the closing bid price of the Company’s common stock on the day of
      closing. The Company received funds totaling $10,821 pursuant to the repurchase
      of these shares and realized a loss totaling $120,040 in the accompanying
      financial statements as of December 31, 2006.


7
 **QUINTEK
              TECHNOLOGIES, INC.**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 (Unaudited)
 **Stock-based
        compensation**





The
      Company adopted SFAS No. 123 (Revised 2004), *Share
      Based Payment* (“SFAS
      No. 123R”), under the modified-prospective transition method on
      January 1, 2006. SFAS No. 123R requires companies to measure and
      recognize the cost of employee services received in exchange for an award of
      equity instruments based on the grant-date fair value. Share-based compensation
      recognized under the modified-prospective transition method of SFAS
      No. 123R includes share-based compensation based on the grant-date fair
      value determined in accordance with the original provisions of SFAS
      No. 123, *Accounting
      for Stock-Based Compensation,* for
      all
      share-based payments granted prior to and not yet vested as of January 1,
      2006 and share-based compensation based on the grant-date fair-value determined
      in accordance with SFAS No. 123R for all share-based payments granted after
      January 1, 2006. SFAS No. 123R eliminates the ability to account for
      the award of these instruments under the intrinsic value method prescribed
      by
      Accounting Principles Board (“APB”) Opinion No. 25, *Accounting
      for Stock Issued to Employees* ,
      and
      allowed under the original provisions of SFAS No. 123. Prior to the
      adoption of SFAS No. 123R, the Company accounted for our stock option plans
      using the intrinsic value method in accordance with the provisions of APB
      Opinion No. 25 and related interpretations.




There
      were no stock options granted during the six months ended December 31,
      2006.




**Fair
      Value of Financial Instruments**





Statement
      of financial accounting standard No. 107, Disclosures about fair value of
      financial instruments, requires that the Company disclose estimated fair values
      of financial instruments. The carrying amounts reported in the statements of
      financial position for assets and liabilities qualifying as financial
      instruments are a reasonable estimate of fair value.





**Basic
      and diluted net loss per share**





Net
      loss
      per share is calculated in accordance with the Statement of financial accounting
      standards No. 128 (SFAS No. 128), "Earnings per share". SFAS No. 128 superseded
      Accounting Principles Board Opinion No.15 (APB 15). Net loss per share for
      all
      periods presented has been restated to reflect the adoption of SFAS No. 128.
      Basic net loss per share is based upon the weighted average number of common
      shares outstanding. Diluted net loss per share is based on the assumption that
      all dilutive convertible shares and stock options were converted or exercised.
      Dilution is computed by applying the treasury stock method. Under this method,
      options and warrants are assumed to be exercised at the beginning of the period
      (or at the time of issuance, if later), and as if funds obtained thereby were
      used to purchase common stock at the average market price during the
      period.





**Revenue
      Recognition**





Revenue
      is recognized when earned. The Company recognizes its revenue in accordance
      with
      the Securities and Exchange Commissions (“SEC”) Staff Accounting Bulletin No.
      104, “Revenue Recognition in Financial Statements” (“SAB 104”) and The American
      Institute of Certified Public Accountants (“AICPA”) Statement of Position
      (“SOP”) 97-2, “Software Revenue Recognition,” as amended as amended by SOP 98-4
      and SOP 98-9.





**Issuance
      of shares for service**





The
      Company accounts for the issuance of equity instruments to acquire goods and
      services based on the fair value of the goods and services or the fair value
      of
      the equity instrument at the time of issuance, whichever is more reliably
      measurable.





**Derivative
      Instruments**





In
      June
      1998, the Financial Accounting Standards Board issued SFAS No. 133, “Accounting
      for Derivative Instruments and Hedging Activities.” SFAS No. 133, as amended by
      SFAS No. 137, is effective for fiscal years beginning after June 15, 2000.
      SFAS
      No. 133 requires the Company to recognize all derivatives as either assets
      or
      liabilities and measure those instruments at fair value. It further provides
      criteria for derivative instruments to be designated as fair value, cash flow
      and foreign currency hedges and establishes respective accounting standards
      for
      reporting changes in the fair value of the derivative instruments. After
      adoption, the Company is required to adjust hedging instruments to fair value
      in
      the balance sheet and recognize the offsetting gains or losses as adjustments
      to
      be reported in net income or other comprehensive income, as appropriate.





8
 **QUINTEK
            TECHNOLOGIES, INC.**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 (Unaudited)


**Reporting
      segments**





Statement
      of financial accounting standards No. 131, Disclosures about segments of an
      enterprise and related information (SFAS No. 131), which superseded statement
      of
      financial accounting standards No. 14, Financial reporting for segments of
      a
      business enterprise, establishes standards for the way that public enterprises
      report information about operating segments in annual financial statements
      and
      requires reporting of selected information about operating segments in interim
      financial statements regarding products and services, geographic areas and
      major
      customers. SFAS No. 131 defines operating segments as components of an
      enterprise about which separate financial information is available that is
      evaluated regularly by the chief operating decision maker in deciding how to
      allocate resources and in assessing performances. Currently, SFAS 131 has no
      effect on the Company's financial statements as substantially all of the
      Company's operations are conducted in one industry segment.





**Reclassifications**




Certain
      comparative amounts have been reclassified to conform to the current period
      presentation.





**Recent
      Pronouncements**





In
      February 2006, FASB issued SFAS No. 155, “Accounting for Certain Hybrid
      Financial Instruments”. SFAS No. 155 amends SFAS No 133, “Accounting for
      Derivative Instruments and Hedging Activities”, and SFAF No. 140, “Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities”. SFAS No. 155, permits fair value remeasurement for any hybrid
      financial instrument that contains an embedded derivative that otherwise would
      require bifurcation, clarifies which interest-only strips and principal-only
      strips are not subject to the requirements of SFAS No. 133, establishes a
      requirement to evaluate interest in securitized financial assets to identify
      interests that are freestanding derivatives or that are hybrid financial
      instruments that contain an embedded derivative requiring bifurcation, clarifies
      that concentrations of credit risk in the form of subordination are not embedded
      derivatives, and amends SFAS No. 140 to eliminate the prohibition on the
      qualifying special-purpose entity from holding a derivative financial instrument
      that pertains to a beneficial interest other than another derivative financial
      instrument. This statement is effective for all financial instruments acquired
      or issued after the beginning of the Company’s first fiscal year that begins
      after September 15, 2006. Management believes that this statement will not
      have
      a significant impact on the financial statements.





In
      March
      2006 FASB issued SFAS 156 ‘Accounting for Servicing of Financial Assets’ this
      Statement amends FASB Statement No. 140, *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities,* with
      respect to the accounting for separately recognized servicing assets and
      servicing liabilities. This Statement:




1.
            Requires
                an entity to recognize a servicing asset or servicing liability each
                time
                it undertakes an obligation to service a financial asset by entering
                into
                a servicing contract.




2.
            Requires
                all separately recognized servicing assets and servicing liabilities
                to be
                initially measured at fair value, if practicable.




3.
            Permits
                an entity to choose ‘Amortization method’ or  Fair value measurement
                method’ for each class of separately recognized servicing assets and
                servicing liabilities:




4.
            At
                its initial adoption, permits a one-time reclassification of
                available-for-sale securities to trading securities by entities with
                recognized servicing rights, without calling into question the treatment
                of other available-for-sale securities under Statement 115, provided
                that
                the available-for-sale securities are identified in some manner as
                offsetting the entity’s exposure to changes in fair value of servicing
                assets or servicing liabilities that a servicer elects to subsequently
                measure at fair value.




5.
            Requires
                separate presentation of servicing assets and servicing liabilities
                subsequently measured at fair value in the statement of financial
                position
                and additional disclosures for all separately recognized servicing
                assets
                and servicing liabilities.




This
      Statement is effective as of the beginning of the Company’s first fiscal year
      that begins after September 15, 2006. Management believes that this statement
      will not have a significant impact on the financial statements





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value
      Measurements.” This statement clarifies the definition of fair value,
      establishes a framework for measuring fair value and expands the disclosures
      on
      fair value measurements. SFAS No. 157 is effective for fiscal years
      beginning after November 15, 2007. Management has not determined the
      effect, if any, the adoption of this statement will have on the financial
      statements.


9
 **QUINTEK
              TECHNOLOGIES, INC.**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 (Unaudited)
 In
        September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit
        Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87,
        88, 106, and 132(R)’ This Statement improves financial reporting by requiring an
        employer to recognize the over-funded or under-funded status of a defined
        benefit postretirement plan (other than a multiemployer plan) as an asset
        or
        liability in its statement of financial position and to recognize changes
        in
        that funded status in the year in which the changes occur through comprehensive
        income of a business entity or changes in unrestricted net assets of a
        not-for-profit organization. This Statement also improves financial reporting
        by
        requiring an employer to measure the funded status of a plan as of the date
        of
        its year-end statement of financial position, with limited exceptions. An
        employer with publicly traded equity securities is required to initially
        recognize the funded status of a defined benefit postretirement plan and
        to
        provide the required disclosures as of the end of the fiscal year ending
        after
        December 15, 2006. An employer without publicly traded equity securities
        is
        required to recognize the funded status of a defined benefit postretirement
        plan
        and to provide the required disclosures as of the end of the fiscal year
        ending
        after June 15, 2007. However, an employer without publicly traded equity
        securities is required to disclose the following information in the notes
        to
        financial statements for a fiscal year ending after December 15, 2006, but
        before June 16, 2007, unless it has applied the recognition provisions of
        this
        Statement in preparing those financial statements:





1.
            A
                brief description of the provisions of this Statement


2.
            The
                date that adoption is required


3.
            The
                date the employer plans to adopt the recognition provisions of this
                Statement, if earlier.





The
      requirement to measure plan assets and benefit obligations as of the date of
      the
      employer’s fiscal year-end statement of financial position is effective for
      fiscal years ending after December 15, 2008.





The
      management is currently evaluating the effect of this pronouncement on financial
      statements.





**3.**  **PRINCIPLES
      OF CONSOLIDATION**





The
      accompanying consolidated financial statements for the three months and six
      months ended December 31, 2006 and 2005 included the accounts of Quintek
      Technologies, Inc. and its wholly owned subsidiary Sapphire Consulting Services.
      All significant inter-company accounts and transactions have been eliminated
      in
      consolidation.





**4.
      PROPERTY AND EQUIPMENT**





Property
      and equipment at December 31, 2006, consists of the following:




Computer
                and office equipment
            
            $
            830,377Other
                depreciable assets
            
            
            102,881Furniture
                and fixture
            
            
            40,653973,911Accumulated
                depreciation
            
            
            (600,039
            )$
            373,872




The
      depreciation expense was $87,544 and $85,540 for the six month periods ended
      December 31, 2006 & 2005 respectively.




**5.
      EMPLOYEE RECEIVABLES**





Employee
      receivables comprised of following at December 31, 2006:





Notes
                receivable from employees, unsecured,due
                on June 30, 2019, interest at 4% per annum
            
            $
            260,254Notes
                receivable from employees, unsecured,due
                on April 7, 2007
            
            
            4,238Interest
                receivable in connection with the aboveemployee
                receivables
            
            
            44,659309,151Valuation
                allowance
            
            
            (304,913
            )$
            4,238


.


10
 **QUINTEK
              TECHNOLOGIES, INC.**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 (Unaudited)


**6.
      OTHER ASSETS**





Other
      assets comprised of following at December 31, 2006:





Subscription
                Receivable
            
            $
            58,349Allowance
                on Subscription Receivable
            
            
            (57,466
            )Derivative
                on issuance of Debenture
            
            
            1,023,213$
            1.024,096





**7.
      NOTE PAYABLE**




On
      April
      10, 2006, the Company executed a note payable to a third party for $62,590.
      The
      term of the note was for a period of six months bearing an annual interest
      at
      11.5%. The note carries a repayment provision wherein the Company will repay
      the
      third party from proceeds in the event of funding capital totaling a cumulative
      amount of one million dollars is received. This principal on the note was paid
      in full as of December 31, 2006. The interest accrual of $3,865 is recorded
      as
      an accrued expense in the accompanying financial statements as of December
      31,
      2006.





**8.
      FACTORING PAYABLE**





The
      Company entered into an agreement with a factoring company ("the Factor") to
      factor purchase orders with recourse. The Factor funded 97% or 90% based upon
      the status of the purchase order. The Factor agreed to purchase up to $4,800,000
      of qualified purchase orders over the term of the agreement; however, the Factor
      did not have to purchase more than $200,000 in any given month. The term of
      the
      agreement term was from June 2, 2003 to June 2, 2005. The Company agreed to
      pay
      a late fee of 3% for payments not made within 30 days and 5% for those not
      made
      in 60 days. At the option of the Factor, the late fees may be paid with Company
      stock. If paid by Company stock, the stock bid price would be discounted 50%
      in
      computing the shares to be issued in payment of the late fee.





Pursuant
      to the terms of the factor agreement, the Factor is entitled to receive two
      (2)
      bonus warrants for each dollar of purchase orders purchased. The bonus warrants
      will be exercisable at the average closing price of the Company's common stock
      for the 90 days prior to the purchase order transactions they represent or
      a 50%
      discount to the closing price of the Company's stock at the time exercised
      at
      the option of the Factor. The warrants are exercisable over a five year period.
      The Company has not issued any bonus warrants during the six months ending
      December 31, 2006.





There
      were no purchases of purchase orders during the six months ended December 31,
      2006. At December 31, 2006, the Company had a factoring payable balance of
      $116,722 associated with this factor. The Company has accrued $142,361 interest
      for late payments of this factor payable as of December 31, 2006.





At
      December 31, 2006, the Company had a factoring balance associated with two
      individual factors of $20,000. The Company has accrued $13,006 for interest
      of
      these factoring payables as of December 31, 2006.





**9.
      PAYROLL TAXES-ASSUMED IN MERGER**





The
      Company assumed $205,618 of payroll tax liabilities in the merger with Pacific
      Diagnostic Technologies, Inc. The balance was $96,661at December 31, 2006.
      The
      Company is delinquent on payments of these payroll tax liabilities.





11
 **QUINTEK
            TECHNOLOGIES, INC.**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 (Unaudited)




**10.**  **LOANS
      PAYABLE**





Loan
      Payable as of December 31, 2006, consists of the following:





Leases
                payable, interest at 7.9% to 20%,
            
            $
            218,466due
                various dates in 2005 to 2008Lease
                payable, interest at 17.8%, due in 2007
            
            
            9,346Note
                payable, interest at 5.75%, due July 30, 2006
            
            
            6,080(the
                company is in default and default interest is 12%)Notes
                payable, interest at 8%, due 2006
            
            
            27,061(the
                company is in default of these notes)Note
                payable, interest at 5 3⁄4%, due Jan, 2007
            
            
            1,300262,253Less
                : Current Portion
            
            
            223,695Long-term
                debt
            
            $
            38,558




Principal
      payments on these leases payable are as follows:





Year
                ending June 30,2007
            
            $
            178,3652008
            
            
            79,8292009
            
            
            4,059$
            262,253





**11.
      ADVANCES FROM LENDER**





On
      August
      2, 2004 the Company signed a convertible debenture agreement with an accredited
      investor whereby the Company has received an advance totaling $905,000 for
      prepayment of warrants to be exercised as of December 31, 2006. The agreement
      expired on August 2, 2006. The accredited investor has exercised 868,264
      warrants into common shares valued at $868,264 as of the twelve month period
      ended June 30, 2006. The remaining balance of $36,736 is recorded as advances
      from lender in the accompanying financial statements as of December 31, 2006.





**12.
      CONVERTIBLE BONDS**





Convertible
                bonds at December 31, 2006, consist of the following:Bonds
                payable with interest at 9%, due on October
                2001convertibleto
                shares of common stock in increments of $1,000 or more
            
            $
            21,354Bonds
                payable with interest at 12%, due July 2001, convertible to
                sharesof
                common stock in increments of $500 or more.
            
            
            41,141$
            62,495




The
      above
      convertible bonds have matured as of July 2001 and October 2001. The holders
      of
      the matured bonds do not wish to renew the bonds and have asked for payment;
      however, the Company does not have the cash to repay these bonds. The Company
      has recorded the $62,495 as convertible bonds as a current liability in the
      accompanying financial statements as of December 31, 2006.





**13.
      CONVERTIBLE DEBENTURES**





The
      Company raised $300,000 through the issuance of convertible debentures in June
      of 2004. The term of the convertible debentures are as follows: pursuant to
      the
      terms of conversion, debenture in the amount of $300,000 pays interest at 5
3⁄4%
      interest and includes 3,000,000 warrants to purchase common stock for a period
      of three years at the exercise price of $1.00. The “Conversion Price shall be
      equal to the lesser of (i) $0.50, or (ii) 75% of the average of the 5 lowest
      Volume Weighted Average Prices during the 20 trading days prior to Holder’s
      election to convert, or (iii) 75% of the Volume Weighted Average Price on the
      trading day prior to the Holders election to convert market price of the
      Company’s common stock prior to conversion. Upon conversion of the debenture,
      the holder is obligated to simultaneously exercise the $1.00 warrants providing
      added funding to the Company. The warrant must be exercised concurrently with
      the conversion of this debenture in an amount equal to ten times the dollar
      amount of the Debenture conversion. Upon execution of the securities purchase
      agreement, $225,000 of the purchase price was due and paid to the Company.
      The
      remaining $75,000 was paid to the Company on February 7, 2005 upon effectiveness
      of the Securities and Exchange Commission’s Registration Statement. As of
      December 31, 2006, the Holder of the debenture converted $89,326 of the
      debenture amount into 14,555,964 common shares of the Company and exercised
      893,264 warrants.


12
 **QUINTEK
              TECHNOLOGIES, INC.**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 (Unaudited)


The
      Company allocated the proceeds from the debenture between the warrant and the
      debt based on relative fair value of the warrant and the debt. The value of
      the
      warrant was calculated using the Black-Scholes model using the following
      assumptions: Discount rate of 3.4%, volatility of 100% and expected term of
      one
      year. The amount allocated to the warrant is being amortized over the term
      of
      the debt. The Company calculated a beneficial conversion feature of $279, 652.
      The Company amortized the beneficial conversion feature in accordance with
      the
      conversion terms of the note. At December 31, 2006, the convertible debenture
      of
      $210,674 is presented in the accompanying financial statements with the
      unamortized beneficial conversion feature and unamortized discount fully
      amortized.





On
      May
      17, 2006, the Company entered into a Securities Purchase Agreement with Cornell
      Capital Partners, LP (“Cornell”). The Company entered into a convertible
      debenture with a total commitment value of $2,000,000 of which $750,000 was
      disbursed May 19, 2006, a debenture for $150,000 was entered into on September
      15, 2006 and a debenture for $600,000 was entered into on October 18, 2006.
      The
      term for each of the convertible debenture is 36 months from the date of each
      issuance. The conversion price in effect on any Conversion Date shall be, at
      the
      sole option of the Holder, equal to either (a) $0.0662 (the “Fixed Conversion
      Price”) or (b) ninety five percent (95%) of the lowest Volume Weighted
      Average Price of the Common Stock during the thirty (30) trading days
      immediately preceding the Conversion Date as quoted by Bloomberg, LP (the
“Market Conversion Price”). The Investor shall not be able to convert the
      debentures into an amount that would result in the Investor beneficially owning
      in excess of 4.99% of the outstanding shares of common stock of the Company.
      Pursuant to the terms of debenture, the debenture bears interest at 10% interest
      per year and includes 17,857,000 warrants to purchase common stock at an
      exercise price of $0.07 re-priced at $0.05, 15,625,000 warrants to purchase
      common stock at an exercise price of $0.08 re-priced at $0.055, 12,500,000
      warrants to purchase common stock at an exercise price of $0.10 re-priced at
      $0.065, and 10,415,000 warrants to purchase common stock at an exercise price
      of
      $0.12 re-priced at $0.08, all warrants are for a term of five years. The
      exercise of the attached warrants is at the sole option of the Holder. Upon
      execution of the securities purchase agreement, $750,000 of the purchase price
      was due and paid to the Company on May 19, 2006. On September 18, 2006, an
      additional $150,000 was paid to the Company upon the signing of the second
      debenture. On October 24, 2006 an additional $600,000 was disbursed to the
      Company prior to the filing of the Securities and Exchange Commission’s
      Registration Statement and the final $500,000 will be disbursed upon
      effectiveness of the Securities and Exchange Commission’s Registration
      Statement. As of December 31, 2006, the convertible debenture of $793,254,
      net
      of unamortized discount and unamortized debt raising expense, is presented
      in
      the accompanying financial statements.





Per
      EITF
      00-19, paragraph 4, these convertible debentures do not meet the definition
      of a
“conventional convertible debt instrument” since the debt is not convertible
      into a fixed number of shares. The debt can be converted into common stock
      at a
      conversions price that is a percentage of the market price; therefore the number
      of shares that could be required to be delivered upon “net-share settlement” is
      essentially indeterminate. Therefore, the convertible debenture is considered
      “non-conventional,” which means that the conversion feature must be bifurcated
      from the debt and shown as a separate derivative liability. This beneficial
      conversion liability has been calculated to be $143,880 at December 31, 2006.
      In
      addition, since the convertible debenture is convertible into an indeterminate
      number of shares of common stock, it is assumed that the Company could never
      have enough authorized and unissued shares to settle the conversion of the
      warrants into common stock. Therefore, the warrants issued in connection with
      this transaction have been reported as an asset at December 31, 2006 in the
      accompanying balance sheet with a fair value of $1,037,499. The value of the
      warrant was calculated using the Black-Scholes model using the following
      assumptions: Discount rate of 3.93%, volatility of 100% and expected term of
      five year. The fair value of the beneficial conversion feature and the warrant
      liability will be adjusted to fair value each balance sheet date with the change
      being shown as a component of net income.





The
      fair
      value of the beneficial conversion feature and the warrants at the inception
      of
      these convertible debentures were $NIL and $1,935,904, respectively. $750,000
      of
      the discounts has been recorded as a discount to the convertible debentures
      which will be amortized over the term of the debentures and the excess of
      $1,185,904 was recorded as financing costs.





13
 **QUINTEK
            TECHNOLOGIES, INC.**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 (Unaudited)


Principal
      payments on these convertible debentures are as follows:





Year
                ending June 30,2007
            
            $
            210,6702008
            
            
            -2009
            
            
            750,0002010
            
            
            750,000$
            1,710,670





**14.
      CONVERTIBLE NOTE**





The
      Company raised capital through the issuance of a convertible note for $50,500
      issued on May 10, 2006. The note bears interest at the rate of 10% per annum
      compounded annually. All principal and interest was due and payable at the
      earlier of occurrence of Company’s first round of financing (whether debt or
      equity) after May 31, 2006 involving the receipts of at least $200,000 or more,
      or on November 10, 2006. The note holder will receive such number of fully
      paid
      and non assessable common stock as shall equal the outstanding amount of
      principal and interest due under this note being converted, divided by 80%
      of
      the price per share at which the Company next sells the shares of its common
      stock. The note holder has agreed to extend the note pursuant upon 10% of the
      principal and accrued interest through November 10, 2006 being paid. On December
      27, 2006, these funds were forwarded to the note holder. The remaining principal
      balance of the note of $45,450 is recorded in the accompanying financial
      statements as of December 31, 2006




**15.
      STOCKHOLDERS' DEFICIT**





*a.  
      Common Stock and Warrants*





The
      Company has increased its authorized common stock from 200 million shares to
      500
      million shares and reduced the par value from $0.01 to $0.001 per share. The
      Company received the acceptance from the State of California, for the reduction
      in the par value of shares, on October 20, 2006. Each share entitles the holder
      to one vote. There are no dividend or liquidation preferences, participation
      rights, call prices or rates, sinking fund requirements, or unusual voting
      rights associated with these shares.





During
      the six month period ended December 31, 2006, the Company issued 2,000,000
      common shares upon exercise of warrants from a prior period; 750,000 common
      shares to consultants for services valued at $22,500; 1,529,169 common shares
      pursuant to conversion of note from a prior period.




*b.* *Outstanding
      Warrants:*




Weighted
            
            AggregateNumber
                of
            
            Average
            
            IntrinsicWarrants
            
            Exercise
                Price
            
            ValueOutstanding
                June 30, 2006
            
            
            80,110,137
            
            $
            0.1106
            
            $
            73,383Issued
                during the period
            
            
            ---
            
            
            ---Expired
            
            
            (242,857
            )
            $
            0.1424Exercised
            
            
            ---
            
            
            ---Outstanding
                December 31, 2006
            
            
            79,867,280
            
            $
            0.0904
            
            $
            ---Warrants
                to be issued
            
            
            4,639,842Total
            
            
            84,507,122








14
 **QUINTEK
            TECHNOLOGIES, INC.**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 (Unaudited)





Following
      is a summary of the status of warrants outstanding at December 31, 2006:





Range
                of
              Exercise
              Prices
            Total
              Warrants
              Outstanding
            Weighted
              Average
              Remaining
              Life
                (Years)
            Total
              Weighted
                Average
              Exercise
              Price
            Warrants
              Exercisable
            Weighted
              Average
              Exercise
                Price
              of
                Exercisable
              Warrants$0.01
                - $0.09
            47,435,476
            2.40
            0.040
            47,435
                476
            0.040$0.10
                - $0.20
            30,325,068
            1.41
            0.044
            30,325,068
            0.044$0.20
                - $1.00
            2,106,736
            0.02
            0.026
            2,106,736
            0.02679,867,280
            3.83
            0.110
            79,867,280
            0.110





*c.*
            *Common
                Stock Reserved*





At
      December 31, 2006, common stock was reserved for the following
      reasons:





Outstanding
      convertible bonds 151,918 shares





*d.*
            *Stock
                Option Agreements*





The
      number and weighted average exercise prices of options granted by the Company
      are as follows:





Options
            
            Weighted
            
            AggregateOutstanding
            
            Average
            
            IntrinsicExercise
            
            Value.
            
            
            
            PriceOutstanding
                June 30, 2006
            
            
            16,303,943
            
            $
            0.045
            
            $
            -----Granted
                during the year
            
            
            -Exercised
            
            
            -Expired/forfeited
            
            
            -Outstanding
                December 31, 2006
            
            
            16,303,943
            
            $
            0.045
            
            $
            -----









Following
      is a summary of the status of options outstanding at December 31, 2006:





Range
                of
              Exercise
              Prices
            Total
              Options
              Outstanding
            Weighted
              Average
              Remaining
              Life
                (Years)
            Total
              Weighted
              Average
              Exercise
                Price
            Options
              Exercisable
            Weighted
              Average
              Exercise
              Price$0.01
                - $0.09
            13,000,881
            3.35
            0.024
            13,000,881
            0.024$0.10
                - $0.20
            3,303,062
            0.48
            0.021
            3,303,062
            0.02116,303,943
            3.83
            0.045
            16,303,943
            0.045








2,380,000
      three year options calculated using the Black Scholes option pricing model
      using
      the following assumptions




Risk-free
                interest rate
            
            
            3.40
            %Dividend
                yield
            
            
            0
            %Volatility
            
            
            100
            %





13,611,943
      five year options calculated using the Black Scholes option pricing model using
      the following assumptions




Risk-free
                interest rate
            
            
            3.40
            %Dividend
                yield
            
            
            0
            %Volatility
            
            
            100
            %





15
 **QUINTEK
            TECHNOLOGIES, INC.**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 (Unaudited)





312,000
      three year options calculated using the Black Scholes option pricing model
      using
      the following assumptions




Risk-free
                interest rate
            
            
            3.93
            %Dividend
                yield
            
            
            0
            %Volatility
            
            
            100
            %





For
      periods presented prior to the adoption of SFAS No. 123R, pro forma
      information regarding net income and earnings per share as required by SFAS
      No. 123R has been determined as if we had accounted for our employee stock
      options under the original provisions of SFAS No. 123. The fair value of
      these options was estimated using the Black-Scholes option pricing model. There
      were no options granted for the six months ended December
      31 ,
      2006
      and 2005





*e.*
            *Stock
                transactions approved by the shareholders*





At
      the
      Annual Meeting of the shareholders held on September 7, 2006, the shareholders
      approved by a majority vote to increase the authorized share capital to
      500,000,000 shares and reduce the par value from $0.01 to $0.001 per
      share.





**Series
      A Preferred Stock**





The
      general terms of the Series A Preferred Stock is as follows: No par value;
      Liquidation Preference - $0.25 per share plus any unpaid accumulated dividends;
      Dividends - cumulative annual rate of $0.005 per share when and as declared
      by
      the Board of Directors; Conversion Rights - convertible to common stock at
      a 1:1
      ratio ; Redemption Rights - the Company has the right to redeem part or all
      of
      the stock upon 30 days written notice at a rate of $0.25 per share plus all
      accumulated and unpaid dividends thereon at the dividend rate of $0.005 annually
      per share; Voting Rights - one vote per share on all matters requiring
      shareholder vote. At December 31, 2006, the Company had 3,047,531 shares of
      Series A Preferred stock outstanding valued at $526,506. The Company has
      recorded a cumulative dividend of $40,434 for the Series A Preferred
      stockholders as of December 31, 2006 in the accompanying financial
      statements.





**Series
      B Preferred Stock**





The
      general terms of the Series B Preferred Stock is as follows: No par Value;
      Liquidation Preference - $0.25 per share plus any unpaid accumulated dividends;
      Dividends - cumulative annual rate of $0.0005 per share when and as declared
      by
      the Board of Directors; Conversion Rights - convertible to common stock at
      a 1:5
      ratio (i.e. 1 share of Series B Preferred stock is convertible into 5 shares
      of
      common stock); Redemption Rights - the Company has the right to redeem part
      or
      all of the stock upon 30 days written notice at a rate of $0.25 per share plus
      all accumulated and unpaid dividends thereon at the dividend rate of $0.0005
      annually per share; Voting Rights - one vote per share on all matters requiring
      shareholder vote. At December 31, 2006, the Company had 89,271 shares of Series
      B Preferred Stock outstanding valued at $86,888. The Company has recorded a
      cumulative dividend of $206 for the Series B Preferred Stockholders as of
      December 31, 2006 in the accompanying financial statements.


.


**Series
      C Preferred Stock**





The
      general terms of the Series C Preferred Stock is as follows: No par value;
      Liquidation Preference - $1.00 per share plus any unpaid accumulated dividends;
      Dividends - cumulative annual rate of $0.0005 per share when as declared by
      the
      Board of Directors; Conversion Rights - 1:20 ratio (i.e. 1 share of Preferred
      Series C stock is convertible into 20 shares of common stock); Redemption Rights
      - the Company has the right to redeem part or all of the stock upon 30 days
      written notice at the rate of $1.00 per share plus all accumulated and unpaid
      dividends thereon at the dividend rate of $0.0005 annually per share.; Voting
      Rights - one vote per share on all matters requiring shareholder vote. At
      December 31, 2006, the Company had 17,948 shares of Series C Preferred Stock
      outstanding valued at $68,211. The Company has recorded a cumulative dividend
      of
      $21 for the Series C Preferred Stockholders as of December 31, 2006 in the
      accompanying financial statements.


.


**Series
      D Preferred Stock**





The
      general terms of the Series D Preferred Stock is as follows: No par value;
      Liquidation Preference - $0.10 per share plus any unpaid accumulated dividends;
      Dividends - if declared by the Board of Directors, holders shall be entitled
      to
      receive dividends as if they had converted such preferred stock into common
      stock as of the dividend date; Conversion Rights - 1:20 ratio (i.e. 1 share
      of
      Preferred Series D stock is convertible into 20 shares of common stock) so
      long
      as the closing bid price of our common stock is at least $0.10 on any date
      subsequent to issuance; Redemption Rights - none; Voting Rights - fifty votes
      per share on all matters requiring shareholder vote. At December 31, 2006,
      the
      Company had 1,000,000 shares of Series D Preferred Stock outstanding valued
      at
      $600,000. The Company has recorded no accumulative dividend for the Series
      D
      Preferred Stockholders as of December 31, 2006 in the accompanying financial
      statements.


16
 **QUINTEK
              TECHNOLOGIES, INC.**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 (Unaudited)


The
      Company has recorded a cumulative dividend of $8,029 for the preferred
      stockholders for the six month period ended December 31, 2006, in the
      accompanying financial statements.





**16.
      SUPPLEMENTAL DISCLOSURE OF CASH FLOWS**





The
      Company prepares its statements of cash flows using the indirect method as
      defined under the Financial Accounting Standard No. 95. The Company paid $800
      for income tax during the six month period ended December 31, 2006. The Company
      paid $95,481 interest during the six month period ended December 31, 2006.





**17.**  **COMMITMENTS
      AND CONTINGENCIES**





*a)
      Operating Leases*





Effective
      July 1, 2004 the Company relocated their executive offices to Huntington Beach,
      California and entered into a four year lease agreement. The agreement contains
      a base rent escalation clause. The Company leases its Idaho office facility
      under a month-to-month rental agreement at $675 per month. For the six months
      ended December 31, 2006 rent expense for these operating leases totaled $52,312.





The
      future minimum lease payments under non-cancelable leases are as
      follows:





2007
            
            $
            94,0662008
            
            
            47,456$
            141,522





*b)
      Litigation*





The
      Company was served with a summons as a defendant in a case filed on September
      15, 2006 in Superior court of California, County of San Diego. The complaint
      was
      filed by Golden Gate Investors (GGI) for Breach of Contract relating to the
      financing agreements executed between the Company and Golden Gate Investors
      in
      August 2004. GGI is claiming damages in excess of $675,736 in relation to the
      case. The Company has retained counsel to defend itself in this matter and
      has
      filed a counter suit against GGI. The Company has recorded payables and an
      accrued legal expense totaling $675,736 in the accompanying financial
      statements.





The
      Company was served with a summons as a defendant in a case filed on October
      24,
      2006 in Superior court of California, County of Orange by Single Source Partners
      (SSP) for failure to pay commissions and installment payments. SSP is seeking
      judgment in the amount of $51,206. The Company has retained counsel to defend
      itself in this matter and filed a counter suit seeking damages for
      misrepresentation and commissions paid and not due to SSP. The Company has
      recorded payables and an accrued partnership fee totaling $56,605 in the
      accompanying financial statements.





**18.
      BASIC AND DILUTED NET LOSS PER SHARE**





Net
      loss
      per share is calculated in accordance with the Statement of financial accounting
      standards No. 128 (SFAS No. 128), "Earnings per share." Basic net loss per
      share
      is based upon the weighted average number of common shares outstanding. Diluted
      net loss per share is based on the assumption that all dilutive convertible
      shares and stock options were converted or exercised. Dilution is computed
      by
      applying the treasury stock method. Under this method, options and warrants
      are
      assumed to be exercised at the beginning of the period (or at the time of
      issuance, if later), and as if funds obtained thereby were used to purchase
      common stock at the average market price during the period.





Weighted
      average number of shares used to compute basic and diluted loss per share for
      the six month period ended December 31, 2006 and 2005 are the same since the
      effect of dilutive securities is anti-dilutive.


17
 **QUINTEK
              TECHNOLOGIES, INC.**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 (Unaudited)


**19.
      GOING CONCERN**





The
      accompanying financial statements have been prepared in conformity with
      generally accepted accounting principles, which contemplate continuation of
      the
      Company as a going concern. This basis of accounting contemplates the recovery
      of the Company's assets and the satisfaction of its liabilities in the normal
      course of business. Through December 31, 2006, the Company had incurred
      cumulative losses of $35,046,412 including a net loss of $1,581,287 and
      $1,336,941 for the six month periods ended December 31, 2006 and 2005,
      respectively. In view of the matters described in the preceding paragraph,
      recoverability of a major portion of the recorded asset amounts shown in the
      accompanying balance sheet is dependent upon continued operations of the
      Company, which in turn is dependent upon the Company's ability to raise
      additional capital, obtain financing and to succeed in its future operations.
      The financial statements do not include any adjustments relating to the
      recoverability and classification of recorded asset amounts or amounts and
      classification of liabilities that might be necessary should the Company be
      unable to continue as a going concern.





Management
      has taken the following steps to revise its operating and financial
      requirements, which it believes are sufficient to provide the Company with
      the
      ability to continue as a going concern. Management devoted considerable effort
      during the period ended December 31, 2006, towards (i) obtaining additional
      equity financing and (ii) evaluation of its distribution and marketing methods.





**20.
      SUBSEQUENT EVENTS**





On
      February 6, 2007, a party related to Andrew Haag, an officer and director,
      returned to the Company the $4,500 finder’s fee for financial funding which was
      paid on May 16, 2006.




On
        February 15, 2007, funding pursuant to a convertible debenture totaling $500,000
        was disbursed to the Company from Cornell Capital Partners upon effectiveness
        of
        the Securities and Exchange Commission’s Registration
        Statement.


18
 **Item
        2. Management's Discussion and Analysis**





*This
      Management's Discussion and Analysis of Financial Condition and Results of
      Operations includes a number of forward-looking statements that reflect
      Management's current views with respect to future events and financial
      performance. You can identify these statements by forward-looking words such
      as
“may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or
      similar words. Those statements include statements regarding the intent, belief
      or current expectations of us and members of its management team as well as
      the
      assumptions on which such statements are based. Prospective investors are
      cautioned that any such forward-looking statements are not guarantees of future
      performance and involve risk and uncertainties, and that actual results may
      differ materially from those contemplated by such forward-looking
      statements.*





*Readers
      are urged to carefully review and consider the various disclosures made by
      us in
      this report and in our other reports filed with the Securities and Exchange
      Commission. Important factors currently known to Management could cause actual
      results to differ materially from those in forward-looking statements. We
      undertake no obligation to update or revise forward-looking statements to
      reflect changed assumptions, the occurrence of unanticipated events or changes
      in the future operating results over time. We believe that our assumptions
      are
      based upon reasonable data derived from and known about our business and
      operations. No assurances are made that actual results of operations or the
      results of our future activities will not differ materially from its
      assumptions. Factors that could cause differences include, but are not limited
      to, expected market demand for our services, fluctuations in pricing for
      materials, and competition.*





**Overview**




We
      address the growing needs of industry’s desire for timely access to relevant
      information. We do this by designing and providing a service-based solution
      for
      the customer around our core competencies of high speed high volume document
      scanning, inbound mailroom outsourcing, data capture, ASP hosting, workflow
      automation, and consulting services.





We
      charge
      our customers for deliverable services, consultative services and products.
      Products are invoiced upon shipping to our customer. Services are billed upon
      completion of a project or on a monthly basis, whichever is sooner. Many of
      our
      projects are for customers under long-term service agreements.





Deliverable
      services include scanned documents, captured data and hosted images. These
      are
      delivered to the customer in electronic format via electronic transmission
      via
      email or encrypted FTP transfer or physical media such as CD ROMs or Microfilm.
      Consultative services include document preparation, systems integration,
      software configuration, automated workflow design, and maintenance.





In
      the
      opinion of management, the following relationship, trends, events or
      uncertainties are important in understanding our operations and results as
      they
      have had, or can reasonably be expected to have a material effect on the net
      sales and/or income from operations.





·
            Over
                the past decade, businesses have invested considerable capital in
                technology hardware and software. Receiving relevant information
                into
                these systems in a timely manner is becoming more valuable and important
                to companies. We provide services to capture data and images and
                transfer
                them into information systems. Larger organizations are focused on
                enterprise wide systems to shorten turnaround time, lower cost of
                doing
                business and increase management analytics. Smaller organizations
                are
                finding it more difficult to compete unless they adopt similar strategies.
                This is creating increased demand for the services we provide to
                large and
                small organizations alike.





·
            The
                expansion of the internet to a worldwide resource has made workers
                available to process and catalogue information in other countries.
                This
                has made the labor arbitrage of outsourcing of information services
                overseas a growing and attractive business. It is a growing business
                to
                outsource from areas in the world where there is a high cost for
                educated
                labor to areas of the world where there is a lower cost of educated
                labor.
                We provide timely access to relevant information to the overseas
                information worker. A shift in this trend could impact our business





·
            Sapphire
                Consulting Service, our wholly owned subsidiary, accounted for 36%
                of our
                revenue and totaled $289,351 for the six months ending December 31,
                2006.
                Sapphire was formed in May 2005 and had limited operation for the
                12
                months ending June 30, 2005. The loss of key personnel or relationships
                needed to fulfill and obtain new business could adversely impact
                our
                financial results.





·
            Fed-Ex/Kinko—We
                are a subcontractor for services to FedEx Kinko’s customers. Revenue from
                our relationship with FedEx Kinko’s totaled $307,881 and represents 38% of
                the total revenue for the six months ended December 31, 2006. The
                loss of
                this relationship could adversely impact our financial
                results.




19





·
            Manhattan
                Data, Inc - We entered into a partnership agreement with Manhattan
                Data
                whereas the two companies sell and resell their respective services
                separately and as a combined solution. For the****six
                months ended December 31,
                2006, revenue from this relationship totaled $19,359 and represented
                2% of
                our total revenue.****At
                this time****we
                are seeing increased demand from our customers for the services we
                offer
                through this partnership.
                If this relationship develops as planned this could represent a material
                portion of our revenues.





·
            Increased
                Sales and Marketing -We have been applying funds raises from a recent
                financing with Cornell Capital to increase sales and marketing efforts.
                The result has been an increased awareness of us and our services.
                This
                increased awareness has led to an increasing amount of new proposals
                we
                have submitted for new business. Management believes that we will
                be able
                to convert a portion of these proposals into new business although
                there
                are no assurances that we will be able to obtain contracts with any
                of
                these potential clients. The inability to obtain new business could
                adversely impact our financial
                results.





**·**
            We
                had a master services agreement to deliver on-site mortgage processing
                services for GMAC Residential Mortgage at their Ditech.com facility
                in
                Costa Mesa, CA. We are no longer providing services to this customer.
                The
                loss of this customer represents a material loss and will adversely
                affect
                our revenues and/or income from operations unless we are able to
                obtain
                one or more new customers to offset this
                loss.





**Results
      of Operations for the Three Months ended December 31, 2006 Compared to the
      Three
      Months Ended December 31, 2005**





*Revenues*





Our
      revenues totaled $397,283 and $535,521 for the three months ended December
      31,
      2006 and 2005, respectively, a decrease of $138,238 for the three months ended
      December 31, 2006. The decrease in revenues was primarily due to the loss of
      a
      major sales contract from the services business.





*Cost
      of Revenue*





Cost
      of
      revenue for the three months ended December 31, 2006 and 2005 were $328,997
      and
      $346,808, respectively, a decrease of $17,811. The decrease in cost of revenue
      consisted primarily of lower outsourced professional and outsourced services
      of
      $17,430.





*Expenses*





Operating
      expenses totaled $619,138 and $851,683 for the three month period ended December
      31, 2006 and 2005, respectively, a decrease of $232,545. The decrease resulted
      primarily from a decrease of approximately $203,534 in stock-based compensation
      for officers, directors, employees and consultants.





Non-operating
      expense totaled $137,861 and $74,034 for the three months ended December 31,
      2006 and December 31, 2005, respectively, an increase of $63,827. The increase
      was primarily due to changes in the fair value of issued warrants.





Interest
      expense totaled $34,136 and $31,770 for the three months ended December 31,
      2006
      and 2005, respectively. The increase in interest was due to an increase in
      the
      amount of debt we have issued.





*Net
      Loss*





The
      net
      loss for the three months ended December 31, 2006 and 2005 were $688,715 and
      $737,004, respectively, a decrease of $48,289. The decreased net loss resulted
      from decreased costs and decreased operating expenses.





**Results
      of Operations for the Six Months ended December 31, 2006 Compared to the Six
      Months Ended December 31, 2005**





*Revenues*





Our
      revenues totaled $809,011 and $1,228,880 for the six months ended December
      31,
      2006 and 2005, respectively, a decrease of $491,869 for the six months ended
      December 31, 2006. The decrease in revenues was primarily due to the loss of
      a
      major sales contract from the services business.





*Cost
      of Revenue*





Cost
      of
      revenue for the six months ended December 31, 2006 and 2005 were $647,486 and
      $826,432, respectively, a decrease of $178,946. The decrease in cost of revenue
      consisted primarily of lower labor costs of $97,185 and occupation fees of
      $39,856 both resulting from the loss of a major sales contract.





20





*Expenses*





Operating
      expenses totaled $2,104,253 and $1,587,559 for the six month period ended
      December 31, 2006 and 2005, respectively, an increase of $516,694. The increase
      resulted primarily from an increase of approximately $351,980 in stock-based
      compensation for officers, directors, employees and consultants and an accrual
      of **$** 414,529
      for litigation.





Non-operating
      income totaled $362,241 for the six months ended December 31, 2006 and
      non-operating expense of $151,030 for the six months ended December 31, 2005,
      an
      increase of $513,271 for the six months ended December 31, 2006. The increase
      was primarily due to changes in the fair value of issued warrants.





Interest
      expense totaled $95,481 and $175,036 for the six months ended December 31,
      2006
      and 2005, respectively. The decrease in interest was due to an decrease in
      the
      amount of debt we have issued.





*Net
      Loss*





The
      net
      loss for the six months ended December 31, 2006 and 2005 were $1,581,287 and
      $1,336,941, respectively, an increase of $244,346. The increased net loss
      resulted from increased operating expenses and decreased revenues.





**Liquidity
      and Capital Resources**





At
      December 31, 2006, our total assets were $1,866,588 compared to $1,417,374
      as of
      June 30, 2006. Total current liabilities at December 31, 2006 were $2,565,060
      compared to $2,196,415 as of June 30, 2006. We owe $96,661 in payroll
      withholding taxes that were assumed in a merger and are past due. Also, we
      are
      currently in default on two outstanding convertible bonds totaling $62,495.
      Interest continues to accrue against the principal. The notes are unsecured.
      The
      holders of the bonds that are in default have indicated that they do not want
      to
      convert their debt to stock and wish to be repaid in cash. At present, we do
      not
      have the funds to repay the indebtedness. It is not known whether we will be
      able to repay or renegotiate this debt. Additionally, our current liabilities
      exceeded our current assets by $2,205,374 at December 31, 2006. As a result
      of
      recurring losses from operations ($4,560,311), including net losses of
      $2,945,710 and $7,417,687 for the fiscal years ending June 30, 2006 and 2005
      our
      auditors, in their report dated September 15, 2006, have expressed substantial
      doubt about our ability to continue as going concern. We continue to experience
      losses from operations.





Net
      cash
      used in operating activities for the six months ended December 31, 2006 was
      $ 870,591 ,
      primarily attributable to the increase in accounts receivable and prepaid
      expenses of $64,128, an increase in accounts payable and accrued expenses of
      $494,057, a decrease in payroll taxes payable of $108,377, and an increase
      in
      deferred revenue of $1,683.





Net
      cash
      provided by or used in investing activities for the six months ended December
      31, 2006, was $2,397.attributable to acquisition of equipment offset by proceeds
      form sale of marketable securities.





Net
      cash
      provided by financing activities for the six months ended December 31, 2006
      was
      $542,932, which was from the issuance of $750,000 in convertible debentures.
      In
      addition, we made $64,428 in lease payments, payments of $67,640 toward notes
      payable and recorded $75,000 in debenture expenses.





As
      a
      result of the above activities, we experienced a net decrease in cash and cash
      equivalents of $330,056 as of December 31, 2006 as compared to a $33,970 net
      increase in cash as of December 31, 2005. Our ability to continue as a going
      concern is still dependent on our success in obtaining additional financing
      from
      institutional investors or by selling our common shares and fulfilling our
      business plan. Other than as described below, we do not have any commitments
      for
      capital and we cannot give any assurances that capital will be available on
      terms we deem favorable or at all.





Our
      principal capital requirements during the fiscal year 2007 are to fund our
      internal operations and possibly make strategic acquisitions. We currently
      do
      not have any agreements or commitments for any acquisitions. We will need to
      obtain additional capital in order to expand operations. If we decide to make
      any acquisitions, we may need additional financing. In order to obtain capital,
      we may need to sell additional shares of our common stock or borrow funds from
      private lenders. We cannot assure you that we will be successful in obtaining
      additional funding. We have historically financed operations from the sale
      of
      our common stock and the conversion of common stock warrants. At December 31,
      2006, we had cash on hand of $79,951 as compared cash on hand of $410,007 at
      June 30, 2006.





Financing
      transactions may include the issuance of equity or debt securities, obtaining
      credit facilities, or other financing mechanisms. However, the trading price
      of
      our common stock and a downturn in the U.S. stock and debt markets could make
      it
      more difficult to obtain financing through the issuance of equity or debt
      securities. Even if we are able to raise the funds required, it is possible
      that
      we could incur unexpected costs and expenses, fail to collect significant
      amounts owed to us, or experience unexpected cash requirements that would force
      us to seek alternative financing. Further, if we issue additional equity or
      debt
      securities, stockholders may experience additional dilution or the new equity
      securities may have rights, preferences or privileges senior to those of
      existing holders of our common stock. If additional financing is not available
      or is not available on acceptable terms, we will have to curtail our
      operations.





21


To
      obtain
      funding for our ongoing operations, we entered into a Securities Purchase
      Agreement with Cornell Capital Partners L.P., an accredited investor, on May
      17,
      2006, and amended on September 15, 2006, for the sale of $2,000,000 in secured
      convertible debentures and warrants. The investors provided us with an aggregate
      of $2,000,000 as follows:





●  $750,000
      was
      disbursed on May 17, 2006;





●  $150,000
      was
      disbursed on September 15, 2006;





●  $600,000
      was
      disbursed on October 23, 2006; and





●  $500,000
      was
      disbursed on February 15, 2007.





Out
      of
      the $2 million in gross proceeds we received from Cornell Capital upon issuance
      of the secured convertible debentures, the following fees payable in cash have
      been or will be deducted in connection with the transaction:


-


·
            $200,000
                fee payable to Yorkville Advisors LLC, the general partner of Cornell
                Capital;


·
            $20,000
                fee payable to Yorkville Advisors LLC, the general partner of Cornell
                Capital;


·
            $20,000
                structuring fee payable to Yorkville Advisors LLC, the general partner
                of
                Cornell Capital; and


·
            $5,000
                due diligence fee payable to Cornell
                Capital.





Thus,
      we
      expect to receive net proceeds of $1,755,000 from the issuance of secured
      convertible debentures to Cornell Capital, prior to any other expenses we have
      or will incur in connection with the transaction.





The
      secured convertible debentures bear interest at 10%, mature three years from
      the
      date of issuance, and are convertible into our common stock, at the investor's
      option, at the lower of (i) $0.0662 or (ii) 95% of the lowest daily volume
      weighted average price of our common stock, as quoted by Bloomberg, LP, during
      the 30 trading days immediately preceding the date of conversion. **** Accordingly,
      there is no limit on the number of shares into which the secured convertible
      debentures may be converted. As of February 13, 2007, the lowest intraday
      trading price for our common stock during the preceding 30 trading days as
      quoted by Bloomberg, LP was $0.02 and, therefore, the conversion price for
      the
      secured convertible debentures was $0.019. Based on this conversion price,
      the
      $2,000,000 in secured convertible debentures, excluding interest, were
      convertible into 105,263,158 shares of our common stock. The conversion price
      of
      the secured convertible debentures will be adjusted in the following
      circumstances:





·
            If
                we pay a stock dividend, engage in a stock split, reclassify our
                shares of
                common stock or engage in a similar transaction, the conversion price
                of
                the secured convertible debentures will be adjusted proportionately;


·
            If
                we issue rights, options or warrants to all holders of our common
                stock
                (and not to Cornell Capital) entitling them to subscribe for or purchase
                shares of common stock at a price per share less than $0.0662 per
                share,
                other than issuances specifically permitted be the securities purchase
                agreement, then the conversion price of the secured convertible debentures
                will be adjusted on a weighted-average
                basis;


·
            If
                we issue shares, other than issuances specifically permitted be the
                securities purchase agreement, of our common stock or rights, warrants,
                options or other securities or debt that are convertible into or
                exchangeable for shares of our common stock, at a price per share
                less
                than $0.0662 per share, then the conversion price will be adjusted
                to such
                lower price on a full-ratchet
                basis;


·
            If
                we distribute to all holders of our common stock (and not to Cornell
                Capital) evidences of indebtedness or assets or rights or warrants
                to
                subscribe for or purchase any security, then the conversion price
                of the
                secured convertible debenture will be adjusted based upon the value
                of the
                distribution as a percentage of the market value of our common stock
                on
                the record date for such
                distribution;


·
            If
                we reclassify our common stock or engage in a compulsory share exchange
                pursuant to which our common stock is converted into other securities,
                cash or property, Cornell Capital will have the option to either
                (i)
                convert the secured convertible debentures into the shares of stock
                and
                other securities, cash and property receivable by holders of our
                common
                stock following such transaction, or (ii) demand that we prepay the
                secured convertible debentures; and


·
            If
                we engage in a merger, consolidation or sale of more than one-half
                of our
                assets, then Cornell Capital will have the right to (i) demand that
                we
                prepay the secured convertible debentures, (ii) convert the secured
                convertible debentures into the shares of stock and other securities,
                cash
                and property receivable by holders of our common stock following
                such
                transaction, or (iii) in the case of a merger or consolidation, require
                the surviving entity to issue to a convertible debenture with similar
                terms.





22


In
      connection with the securities purchase agreement, as amended, we agreed to
      issue Cornell warrants to purchase an aggregate of 56,397,000 shares of our
      common stock, exercisable for a period of five years; including warrants to
      purchase 17,857,000 shares at an exercise price of $0.05, warrants to purchase
      15,625,000 shares at an exercise price of $0.055, warrants to purchase
      12,500,000 shares at an exercise price of $0.065 and warrants to purchase
      10,415,000 shares at an exercise price of $0.08. All of the warrants were issued
      upon closing. We have the option to force the holder to exercise the warrants,
      as long as the shares underlying the warrants are registered pursuant to an
      effective registration statement, if the closing bid price of our common stock
      trades above certain levels. In the event that the closing bid price of our
      common stock is greater than or equal to $0.10 for a period of 20 consecutive
      days prior to the forced conversion, we can force the warrant holder to exercise
      the $0.05 warrants. In the event that the closing bid price of our common stock
      is greater than or equal to $0.11 for a period of 20 consecutive days prior
      to
      the forced conversion, we can force the warrant holder to exercise the $0.055
      warrants. In the event that the closing bid price of our common stock is greater
      than or equal to $0.13 for a period of 20 consecutive days prior to the forced
      conversion, we can force the warrant holder to exercise the $0.065 warrants.
      In
      the event that the closing bid price of our common stock is greater than or
      equal to $0.16 for a period of 20 consecutive days prior to the forced
      conversion, we can force the warrant holder to exercise the $0.08
      warrants.





We
      have
      the right, at our option, with three business days advance written notice,
      to
      redeem a portion or all amounts outstanding under the secured convertible
      debentures prior to the maturity date if the closing bid price of our common
      stock, is less than $0.0662 at the time of the redemption. In the event of
      a
      redemption, we are obligated to pay an amount equal to the principal amount
      being redeemed plus a 20% redemption premium, and accrued interest.





In
      connection with the securities purchase agreement, we also entered into a
      registration rights agreement providing for the filing, by September 29, 2006,
      of a registration statement with the Securities and Exchange Commission
      registering the common stock issuable upon conversion of the secured convertible
      debentures and warrants. We are obligated to use our best efforts to cause
      the
      registration statement to be declared effective no later than 90 days after
      September 29, 2006 and to insure that the registration statement remains in
      effect until the earlier of (i) all of the shares of common stock issuable
      upon
      conversion of the secured convertible debentures have been sold or (ii) May
      17,
      2008. In the event of a default of our obligations under the registration rights
      agreement, including our agreement to file the registration statement no later
      than September 29, 2006, or if the registration statement is not declared
      effective by December 29, 2006, we are required pay to Cornell Capital, as
      liquidated damages, for each month that the registration statement has not
      been
      filed or declared effective, as the case may be, either a cash amount or shares
      of our common stock equal to 2% of the liquidated value of the secured
      convertible debentures. The registration statement was declared effective on
      February 14, 2007, and we incurred liquidated damages between December 29,
      2006
      and February 14, 2007.





In
      connection with the securities purchase agreement, we, and each of our
      subsidiaries, executed a security agreement in favor of the investor granting
      them a first priority security interest in all of our goods, inventory,
      contractual rights and general intangibles, receivables, documents, instruments,
      chattel paper, and intellectual property. The security agreement states that
      if
      an event of default occurs under the secured convertible debentures or security
      agreements, the investor has the right to take possession of the collateral,
      to
      operate our business using the collateral, and have the right to assign, sell,
      lease or otherwise dispose of and deliver all or any part of the collateral,
      at
      public or private sale or otherwise to satisfy our obligations under these
      agreements.





The
      investor has contractually agreed to restrict its ability to convert the
      debentures or exercise the warrants and receive shares of our common stock
      such
      that the number of shares of common stock held by it and its affiliates after
      such conversion does not exceed 4.99% of the then issued and outstanding shares
      of common stock. ****




23


**ITEM
      3. CONTROLS AND PROCEDURES**





*(a)
      Evaluation of disclosure controls and procedures.*





Our
      management, with the participation of our chief executive officer and chief
      financial officer, evaluated the effectiveness of our disclosure controls and
      procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934
      as
      of September 30, 2006. In designing and evaluating the disclosure controls
      and procedures, management recognizes that any controls and procedures, no
      matter how well designed and operated, can provide only reasonable assurance
      of
      achieving the desired control objectives. In addition, the design of disclosure
      controls and procedures must reflect the fact that there are resource
      constraints and that management is required to apply its judgment in evaluating
      the benefits of possible controls and procedures relative to their costs.





Based
      on our evaluation, our chief executive officer and chief financial officer
      concluded that our disclosure controls and procedures are designed at a
      reasonable assurance level and are effective to provide reasonable assurance
      that information we are required to disclose in reports that we file or submit
      under the Exchange Act is recorded, processed, summarized and reported within
      the time periods specified in Securities and Exchange Commission rules and
      forms, and that such information is accumulated and communicated to our
      management, including our chief executive officer and chief financial officer,
      as appropriate, to allow timely decisions regarding required disclosure.





*(b)
      Changes in internal control over financial reporting.*





We regularly
      review our system of internal control over financial reporting and make changes
      to our processes and systems to improve controls and increase efficiency, while
      ensuring that we maintain an effective internal control environment. Changes
      may
      include such activities as implementing new, more efficient systems,
      consolidating activities, and migrating processes.





There
      were no changes in our internal control over financial reporting that occurred
      during the period covered by this Quarterly Report on Form 10-QSB that have
      materially affected, or are reasonably likely to materially affect, our internal
      control over financial reporting.







24


**PART
      II -- OTHER INFORMATION**





**Item
      1. Legal Proceedings**





From
      time
      to time, we may become involved in various lawsuits and legal proceedings which
      arise in the ordinary course of business. However, litigation is subject to
      inherent uncertainties, and an adverse result in these or other matters may
      arise from time to time that may harm our business. Except as disclosed below,
      we are currently not aware of any such legal proceedings or claims that we
      believe will have, individually or in the aggregate, a material adverse affect
      on our business, financial condition or operating results.





**Index
      Number: GIC872522**  **-
      Superior Court of California, County of San Diego**





We
      were
      served with a summons as a defendant in a case filed on September 15, 2006
      in
      Superior Court of California, County of San Diego. The complaint was filed
      by
      Golden Gate Investors for Breach of Contract relating to the financing
      agreements executed between us and Golden Gate Investors in August 2004. Golden
      Gate Investors is claiming damages in excess of $589,758 in relation to the
      case. We have retained counsel to defend ourself in this matter and we have
      filed a response and counter claim for undisclosed damages. We have recorded
      payables and an accrued legal expense totaling $589,758.





**Index
      Number: 06CC11306 - Superior Court of California, County of San
      Diego**





We
      were
      served with a summons as a defendant in a case filed on October 24, 2006 in
      Superior Court of California, County of Orange by Single Source Partners for
      failure to pay commissions and installment payments. Single Source Partners
      is
      seeking judgment in the amount of $51,206. We have retained counsel to defend
      ourself in this matter and we have filed a response and counter claim for
      undisclosed damages. We have recorded payables and an accrued partnership fee
      totaling $56,605.





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





None





**Item
      3. Defaults Upon Senior Securities**





On
      August
      3, 2004, we entered into a financing arrangement with Golden Gate Investors,
      Inc. and executed a two year convertible debenture for $300,000.  We are in
      default of the debenture balance in the amount of $210,674.





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





None





**Item
      5. Other Information**





None





**Item
      6. Exhibits**





31.1
            Certification
                of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
                promulgated under the Securities and Exchange Act of 1934, as
                amended





31.2
            Certification
                of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a),
                promulgated under the Securities and Exchange Act of 1934, as
                amended





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





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





25


**Signatures**








Pursuant
      to the requirements 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.








**QUINTEK
      TECHNOLOGIES, INC.**






Date:
                February 20, 2007
            By:/s/
                ROBERT STEELERobert
                SteeleChief
                Executive Officer (Principal Executive Officer) and
              DirectorDate:
                February 20, 2007
            By:/s/
                ANDREW HAAGAndrew
                HaagChief
                Financial Officer (Principal Financial Officer and
              Principal
                Accounting Officer) and Director





26