UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(X) ANNUAL  REPORT UNDER SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE ACT OF
    1934

                    For the fiscal year ended: June 30, 2003

                                       OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES
    EXCHANGE ACT OF 1934

        For the transition period from ______________ to ________________

                           Commission File No. 0-28541

                           QUINTEK TECHNOLOGIES, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its charter)

        California                                            77-0505346
---------------------------------                          --------------------
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification No.)

                        537 Constitution Avenue, Suite B
                           Camarillo, California 93012
                    ----------------------------------------
                    (Address of principal executive offices)

                     Issuer's telephone number: 805-383-3914

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Common stock, no par value

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B is not contained herein,  and will not be contained,  to the best
or  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form l0-KSB. [ ]

Issuer's revenues for its most recent fiscal year:    $388,888

At October 9, 2003, the aggregate market value of registrant's Common Stock held
by  non-affiliates  was $6,537,581,  based on the closing OTC Bulletin Board bid
price of $0.14 per share on that date.

At October 9, 2003, a total of 47,097,008  shares of  registrant's  Common Stock
were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>

                               TABLE OF CONTENTS

ITEM 1      BUSINESS DESCRIPTION............................................   2
ITEM 2      DESCRIPTION OF PROPERTY.........................................   8
ITEM 3      LEGAL PROCEEDINGS...............................................   8
                     3.1 SEC Inquiry........................................   8
                     3.2  First Horizon Lawsuit.............................   9
ITEM 4      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............   9
ITEM 5      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS........  10
                     5.1   Market for Common Stock..........................  10
                     5.2   Dividends........................................  10
                     5.3   Securities Authorized for Issuance Under Equity
                             Compensation Plans.............................  10
                     5.4   Recent Sales of Unregistered Securities..........  11
ITEM 6      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS.....................................  11
ITEM 7      FINANCIAL STATEMENTS............................................  13
ITEM 8      CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURE..........................................  13
ITEM 8A     CONTROLS AND PROCEDURES.........................................  13
ITEM 9      DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS;
              COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.............  14
                     9.1   Board of Directors and Executive Officers........  14
                     9.2   Compensation of Directors........................  15
                     9.3   Management Committees............................  15
                     9.4   Section 16(a) Beneficial Ownership Reporting
                             Compliance.....................................  15
                     9.5   Code of Ethics...................................  15
ITEM 10     EXECUTIVE COMPENSATION..........................................  16
ITEM 11     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..  18
ITEM 12     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................  18
ITEM 13     EXHIBITS AND REPORTS ON FORM 8-K................................  20
                     13.1     Exhibits......................................  20
                     13.2     Reports on Form 8-K...........................  21
ITEM 14     PRINCIPAL ACCOUNTANT FEES AND SERVICES..........................  21
SIGNATURES..................................................................  22
FINANCIAL STATEMENTS..................................................F-1 - F-20
EXHIBITS


                                       1

<PAGE>
ITEM 1            BUSINESS DESCRIPTION

Forward-Looking Statements

This  annual  report  contains  certain  forward-looking  statements  within the
meaning of section  21 of the  Securities  Act of 1934,  as  amended,  including
statements   that  indicate  what  the  Company   "believes,"   "expects,"   and
"anticipates" or similar expressions. These statements involve known and unknown
risks,   uncertainties  and  other  factors  which  may  cause  actual  results,
performance  or  achievements  of the  Company to differ  materially  from those
expressed or implied by such forward-looking  statements.  Readers are cautioned
not to place undue  reliance on these forward  looking  statements,  which speak
only as of the date of this annual  report.  There can be no assurance  that the
forward looking information contained herein will in fact transpire. The Company
undertakes  no  obligation  to  publicly  update or revise any  forward  looking
statements, whether as a result of new information, future events, or otherwise.

Introduction

Quintek  Technologies,  Inc.  (referred to herein as the  "Company",  "Quintek",
"Our", or "We") is a California  corporation.  Quintek's corporate  headquarters
are located at 537 Constitution Ave., Suite B, Camarillo, California, 93012. Our
contact information at that location is: phone number (805) 383-3914, fax number
is (805) 482-6874 and our website is www.quintek.com. Our corporate filings with
the Securities and Exchange Commission  ("SEC")and  amendments to these filings,
as well as other  information  is  available  free of charge at our website soon
after such  reports  are filed  electronically  with the SEC, or directly on the
SEC's website.

Quintek  Electronics,  Inc.,  our  predecessor  company,  founded  in July 1991,
acquired  technology,  related  assets and patent  rights to its  aperture  card
business during 1991 and 1992. On January 14, 1999,  Quintek  Electronics,  Inc.
was acquired in a merger by Pacific  Diagnostics  Technologies,  Inc. as part of
their Chapter 11 Plan of  Reorganization,  and the  surviving  entity's name was
changed to Quintek  Technologies,  Inc. Since the merger,  Quintek  continued to
sell its aperture card products and all former operations of Pacific Diagnostics
Technologies,  Inc. were discontinued.  On February 24, 2000, we acquired all of
the out  standing  shares of common  stock of  Juniper  Acquisition  Corporation
("Juniper").  Upon effectiveness of that acquisition,  Quintek elected to become
the successor  issuer to Juniper for  reporting  purposes  under the  Securities
Exchange Act of 1934.

Business Overview

Quintek Technologies,  Inc., sells hardware,  software and services for printing
large format  drawings such as blueprints and CAD files  (Computer Aided Design)
directly  to the  microfilm  format  of  aperture  cards.  Quintek  is the  only
manufacturer of a patented  chemical-free desktop microfilm printer for aperture
cards.

Recent Business Developments

On January  30,  2003 the  Company  brought on a new senior  management  team to
assist in turning the business around and building shareholder value. As part of
this effort,  Tom Sims  resigned as President  and Chief  Executive  Officer and
Robert Steele was appointed Chairman and Chief Executive  Officer.  Furthermore,
the Board of Directors  approved the 2003 Business plan drafted by Robert Steele
and  empowered  him to execute that plan.  The Board of  Directors  accepted the
resignations  of Tom Sims, Kurt Kunz and Kelly Kunz as directors of the Company.
The Board of Directors also accepted the  resignations  of Tom Sims,  Kurt Kunz,
Teresa Kunz and Catherine Sims as officers of the Company.

On January 31, 2003, the Board of Directors  appointed  Andrew Haag as Director,
Corporate Secretary and Corporate Treasurer.  Furthermore, the Company appointed
Mr. Haag to the newly added position of Chief Financial Officer.

                                       2
<PAGE>

Market Overview

Quintek  does  business in the  film-based  imaging  market  segment  within the
content and document  management services market. On March 15, 2002 IDC Research
stated that "The content and document  management services market will grow at a
compound annual growth rate (CAGR) of 44% to reach  approximately  $24.4 billion
in 2006."  Daratech,  Inc. sized the market for document and content  management
specifically  within the engineering,  manufacturing and construction  sector at
$1.9 billion in 2000.  The content and document  management  services  market is
comprised  of  several  market  segments  such as  digital  document  management
software  and  services,  records  management,  digital  imaging and  film-based
imaging.

The Film-based Imaging Market

The film-based imaging market segment is the business  associated with microfilm
cameras, film stock, chemicals, readers, printers, and associated services. This
is a mature,  established  market that has been redefined by new digital imaging
technologies over the last decade.

Trends In the Film-based Imaging Market

In June 2000, the Archivist of the United States, John W. Carlin, announced that
scanned  image files would be used instead of  microfilm to preserve  individual
responses to the 2000 Census. In a landmark decision, the Census Bureau reversed
itself and decided to continue  using  microfilm.  The reasons cited for staying
with microfilm were ongoing  expense,  the risk of losing  critical data and the
advantage  of a human  readable  format with a potential  lifespan of 500 years.
Digital  archives  represent an ongoing  expense  because they require  constant
expensive  migration as digital  standards,  operating systems and media change.
During a migration,  there is additional risk of losing critical data. Microfilm
is  "future-proof"  because it is human  readable and  certified by the American
National Standards Institute (ANSI) to have a 500 plus year lifespan.

For archive documents,  film-based media remain superior. Film-based archival is
less  expensive  than digital  methods and has a storage life of between 100 and
1000 years. Film-based archival already has a massive installed base of billions
of documents accumulated over more than 50 years of use.

We believe that film-based imaging,  driven by archival will be a growth market.
The volume of archived paper and digital records will continue to increase for a
number of  reasons,  including:  (i) the rapid  growth of  inexpensive  document
producing  technologies  such as fax,  desktop  publishing  software and desktop
printing;  (ii) the continued proliferation of data processing technologies such
as personal computers and networks; (iii) regulatory requirements; (iv) concerns
over  possible  future  litigation  and the  resulting  increases  in volume and
holding  periods of  documentation;  (v) the high cost of reviewing  records and
deciding whether to retain or destroy them; (vi) the failure of many entities to
adopt or follow policies on records destruction; and (vii) audit requirements to
keep back-up copies of certain records in off-site locations.

Despite the growth of new  "paperless"  technologies,  such as the  Internet and
e-mail,  we believe that archived  information  remains  predominantly  film and
paper-based.  Rather than eliminate  paper,  digital  technology has created the
need for more archival.

We believe the film-based  imaging market is now entering a new growth phase. We
believe that the changes in this market caused by new digital  technologies have
created a new opportunities.  The growth we forecast corresponds with the growth
of archive documents as addressed in the Document Lifecycle discussion below.

                                       3
<PAGE>

By enabling the  creation of microfilm  directly  from  digital  files,  Quintek
products  marry  modern  digital  technologies  to the proven  best-practice  of
microfilm archival.

The Document Lifecycle

Digital document management  technology is well suited for active documents that
require  high-availability.  For archive documents,  digital imaging or document
management  systems have been shown to be costly and  unreliable  as a long term
solution.

When the document is created,  activity is high -- it is being used  actively to
make decisions.  Issues during this stage include ease and speed of access,  and
the ability to share documents  across networks.  At some point,  activity drops
sharply and the document enters a phase when it must be kept, sometimes for many
years, when activity is very low; this is the archival stage.

The issues at the archival stage are entirely different and relate to safe, long
term  storage.  Because the volumes are  invariably  high during this phase both
space  and cost are  major  issues.  Microfilm  is the  only  proven,  permanent
document storage media.

The Company  believes that the future of this  marketplace  is in hybrid systems
which bridge the gap between these two technologies.

The Aperture Card Market

The  segment of the  film-based  imaging  market  that  addresses  large  format
engineering  drawings is called the  aperture  card market.  The  aperture  card
market  is  made  up  of  hardware  and  software  manufacturers,  distributors,
maintenance service providers and media and consumables manufacturers.

Wet vs. Dry Silver Film - Strategic Advantage

Quintek's  products  use "Dry Silver" film which  requires no  chemicals.  Older
technologies  are  based  on "Wet  Silver"  film  which  requires  the  cost and
inconvenience of dealing with hazardous chemicals. Management believes that once
the need for chemicals is removed,  the  advantages  of film-based  imaging will
drive sales. We also believe that creating awareness of a modern, desktop device
that outputs digital drawings to microfilm with no chemicals will drive sales.

The  company  believes  that  there  is a large  installed  base  of Wet  Silver
technology  that is used in "print rooms." A print room is a dedicated area that
has the  specialized  film-processing  and aperture card assembly  areas and the
subsequent  ventilation and hazardous materials handling equipment.  The Quintek
product eliminates the need for such print rooms and their on-going expense.

Product Overview

Products and Services

Quintek's  principal  product is the Q4400 Desktop  Aperture  Card Printer.  The
Q4400 is used by  engineering  departments  to print  directly to Aperture Cards
from  digital  files  in  a  single  step  without  using   chemicals  for  film
development.  Our  solution  provides a stream of revenues  from the  following:
Q4400  Aperture  Card Printer and upgrades to that  system,  Quinplot  software,
maintenance and blank aperture card media

The Q4400 system is comprised of  Quintek's  QUINPLOT  Software  Package and the
Q4400  Aperture  Card  Printer.  The QUINPLOT  Software and Q4400  Aperture Card
Printer  operate  together to provide a complete  system for producing  Aperture
Cards.
                                       4
<PAGE>

The QUINPLOT  Software operates on a standard PC platform under Windows 2000, or
XP and  functions  to  interface  the user  system and  operator  with the Q4400
printer.  The QUINPLOT  operates  across the customer's  network  similar to any
laser  printer  and is  compatible  with all  standard  vector and  raster  file
formats.  The  QUINPLOT  Software can be used to control and monitor a number of
related  functions,   including;  image  queuing,  graphics  workstation  (image
view/mark-up/edit),  password protection,  drawing release,  index data formats,
index data entry and all aspects of the  aperture  card  production  cycle.  The
QUINPLOT Software is designed to easily adapt to the client's existing workflow,
indexing methods and file formats.

The Q4400 is packaged in a small, self contained,  table-top box which fits well
into office, reprographics,  laboratory and CAD/CAM work environments. The Q4400
Printer  uses a low power laser to record  images  directly on Dry Silver  film,
which is  premounted on blank  aperture  card media and packaged in  light-tight
cassettes.  The film is developed  using a patented  heat process and  therefore
requires  no  chemicals  and emits no toxins  into the  atmosphere.  The card is
automatically  labeled  using  an  internal  print/punch  module.  The  Q4400 is
completely  automatic,  extremely  reliable and can operate unattended until the
blank aperture card media is depleted.

Cost Savings

When comparing the Q4400 to alternative  aperture card production  methods,  the
Q4400 saves the customer money in terms of reducing the  following:  labor cost,
downtime,  hard cost (material),  floor space and maintenance cost. Furthermore,
there  are no  employee  health  hazards  from  chemical  fumes and  spills,  no
liability from employee exposure to  chemicals/fumes  and the added benefit of a
faster "time to market".

When comparing the Q4400 to external  service  bureaus,  customers save money in
terms of reduced  material cost (paper,  toner,  etc.) and labor cost  (handling
paper,  packaging,  shipping,  etc). There are no service bureau fees, a shorter
lead time and improved security (confidential drawings can be done in-house).

When  using  direct  output  to  Aperture  Card,  the user is  expected  to gain
substantial  cost savings in many areas.  For some users,  the  security  issues
related to having  immediate on site drawing  conversion  completed in a secured
area with limited access may provide a great deal of value  unrelated to volume.
Also,  the  efficiency  gained by eliminating  the  bottleneck  associated  with
service bureaus and conventional conversion results in a faster "time to market"
and greater efficiencies for the resultant products,  improving ones competitive
position.

Useful Features/Benefits

The following provides a list of features of the Q4400 system: direct conversion
to aperture card (i.e. no requirement for paper plots) chemical-free  operation,
fully   automatic   operation,   compatible  with  a  wide  variety  of  network
configurations,  compatible  with a wide  variety of image & text file  formats,
interface can be customized to address the customer's  unique  application and a
compact modular design.

The  following  provides  a list of  benefits  of the Q4400  system:  provides a
dramatic  improvement  in efficiency  (drawing  release &  distribution,  design
review process,  check print and a back-up of digital data base),  reduced "time
to market"  improves user's  competitive  posture and it eliminates  health risk
from employee's exposure to chemicals and fumes.

                                       5
<PAGE>

Patents and Trademarks

The Q4400 system is protected under the following patents and trademarks:

US Patents
<TABLE>
<CAPTION>
Patent             Expiration
Number               Date           Name/Description
---------          ----------       ----------------
<C>                <C>              <C>
4,794,224          04/09/07         Dry Film Developer for an Aperture Card Printer
4,818,950          04/24/07         Low Jitter Phase-Locked Loop (internal circuit board)
4,841,343          03/25/08         Dry Film Development Process for an Aperture Card Printer
</TABLE>

Trademarks

"Quintek"  (Logo  design),  the mark, was registered on the Patent and Trademark
Office principal register as U.S. registration No. 2,604,712 on August 6, 2002.

Sales and Marketing

Quintek's  primary  method of  distribution  is through their dealer network and
direct sales efforts in geographies  not currently  covered by dealers.  Quintek
believes that it is currently not  dependent on any single  customer.  In FY2001
and FY2002 a majority of the Company's sales came through a dealer  relationship
with Imation Corporation. Late in 2002 Imation sold this part of its business to
Decision One. Since  Decision One took over this portion of Imation's  business,
they have not actively sold Quintek products.

Quintek is looking to expand its dealer network to reduce  exposure and increase
sales.  The Company  believes that this will help to insure stability and reduce
risk through the lack of reliance  upon any single  dealer.  Three  dealers have
recently  signed on under our newly  established  Dealer Sales  Agreement.  This
agreement was established with the intention of increasing sales and providing a
consistent   flow  of   information   from  the  dealer   network  to   increase
predictability.

Management is in the process of re-establishing  relationships with many dealers
who have  inquired  about,  or sold  Quintek  products  in the past.  Management
believes  that there are many dealers  throughout  the Unites  States that could
greatly  benefit  from  selling  Quintek's  products.  The Company is seeking to
establish  relationships  with new dealers and partners that can increase  sales
and revenues.

Quintek  management  sees  opportunities  in its market by developing the dealer
network and expanding and executing in the following areas:

         Positioning  Quintek as the complete  provider of modern  aperture card
         solutions.
         -----------------------------------------------------------------------
         Management  intends to position  the Company as a complete  provider of
         modern aperture card solutions.  The goal is to gain account control in
         partnership with our resellers by providing all products,  services and
         consumables our customers require related to aperture card production.

         Meeting existing market demand for the Q4400.
         -----------------------------------------------------------------------
          Within the next 24 months we intend to put the financing and sales and
         manufacturing infrastructure in place to handle 100 units per year.

                                       6
<PAGE>

         Establish and incentivize new and existing dealers and distributors.
         -----------------------------------------------------------------------
         The Company  intends to provide  improved  marketing  support and sales
         incentives to its dealers to grow sales. The goal is to sign-up dealers
         in geographical regions not currently well covered.

         Selling turnkey consulting solutions.
         -----------------------------------------------------------------------
         Quintek has been in this  business  for 10 years and believes it is the
         leader in dry silver  aperture  card  imaging  technology.  The Company
         plans to leverage  this  leadership as well as its solution  sales,  to
         deliver   turnkey   solutions  to  customers  who  are  looking  for  a
         "one-stop-shop"  , helping them transition to a hybrid film and digital
         based print room for their engineering documents.

Manufacturing

Prior  to  March,   2003,   Quintek  was  dependent  upon  Kitron  /  Bofos  for
manufacturing the 4305 Printer.  Since March,  2003, all 4305 printers have been
made in  Quintek's  Idaho  facility.  As of this  writing,  Kitron has  notified
Quintek  that  Quintek's  tooling for the Q4305 has been  shipped from Kitron to
Quintek.

Quintek's  supplier  of  replacement  ribbons  has  discontinued  that  line  of
business.  Quintek is not currently in  possession of tooling for  manufacturing
new  ribbons.  Quintek  is in the  process  of  finding a new  source  for these
ribbons.

The Company  believes that the  Montpelier,  Idaho facility will be able to meet
current  demand for its products and  services.  Quintek has been working with a
variety of suppliers  for Q4305 and other  parts.  These  suppliers  are located
throughout the United States. The Company believes that this will help to insure
stability  and  reduce  risk  through  the  lack of  reliance  upon  any  single
suppliers.

Competition

The Company believes that it is the only manufacturer of a chemical-free desktop
aperture card printer. There are other aperture card printing devices available.
Both of the  competitive  devices  the  Company  is aware of,  are  manufactured
outside of the  United  States.  Microbox  AG,  based in Germany  has sold a wet
CADMIC Aperture Card Plotter. Quintek believes that this product has been on the
market for the past decade. This product is a large unit that weighs roughly 772
pounds.  It requires  the  constant  replenishment  and  disposal  of  hazardous
chemicals,  has specialized  ventilation,  plumbing and electrical requirements,
and is labor  intensive  to operate.  Quintek was  recently  made aware of a Dry
CADMIC Plotter being produced by Microbox.  Quintek believes that this is also a
large unit that has specialized electrical  requirements,  is labor intensive to
operate  and not  nearly as  versatile  as  Quintek's  Q4400.  To the  Company's
knowledge,  the Dry CADMIC Plotter produced by Microbox is currently sold in the
United States by only one distributor.

Wicks and Wilson,  based in the United  Kingdom,  also  manufactures an aperture
card  plotter.  Their  product is similar in size to the Q4400.  It requires the
constant  replenishment  and disposal of hazardous  chemicals,  has  specialized
ventilation,  plumbing and electrical  requirements,  and is labor  intensive to
operate. To the Company's  knowledge,  Wicks and Wilson has only one distributor
in the United States.

                                       7
<PAGE>

Product Development

Quintek's  product  development  activities  over the past two  years  have been
concentrated  on  producing  custom  software  and  hardware  solutions  for its
existing  customers.  The Company plans to package these software  solutions for
sale to all of its customers.  Hardware product  development has recently led to
the new Q4400 product and Network Interface Upgrade. Other hardware and software
developments are in process.

Research and Development

Within the last 24 months,  Quintek's investment in research and development has
been limited to product  development  activities.  Amounts charged to operations
for the years ended June 30 2003 and 2002 were $58,000 and $63,600 respectively.

Regulation

We are not aware of any  special  regulations  that our  business is subject to,
other  than  general  laws  and  regulations,  such  as  employment  and  safety
regulations that apply generally to manufacturers and distributors of industrial
equipment. When in production at NCR the Q4305 unit was certified under UL, FCC,
TUV and GS  standards.  We are in the  process  of  transferring  the UL and FCC
certifications into our name. CE certification was received in August of 2002.

ITEM 2            DESCRIPTION OF PROPERTY

We lease 3,120 square feet for our executive offices at 537 Constitution Avenue,
Suite B,  Camarillo,  California.  The lease expires on March 31, 2004,  with an
option to extend it for three  years.  Our  current  monthly  lease rate on this
facility is $2,846.

We rent, on a  month-to-month  basis,  1,800 square feet of office and warehouse
space at 720 N. 4th Street,  Montpelier,  Idaho, to manufacture our products and
service our customers. Our current monthly rent is $1,384.

ITEM 3            LEGAL PROCEEDINGS

3.1      SEC Inquiry

On September 17, 2002, we were advised by the staff of the U.S.  Securities  and
Exchange  Commission  that they will recommend that the Commission  file a civil
injunctive lawsuit against us and our president,  Thomas W. Sims,  alleging that
we violated  Section 17(a) of the  Securities Act of 1933 and Sections 10(b) and
13(a) of the Securities Exchange Act of 1934 and Rules 10b-5, 13a-1, and 13a-13,
based on false and misleading  statements in press releases  disseminated by the
Company on October  22,  2001 and  October 25,  2001,  regarding  the  Company's
investment in Panamed Corp.  and the press releases  disseminated  on January 8,
2002 and March 20, 2002,  regarding orders from Eurotrend  Informatics,  Ltd., a
private  Hungarian  company,  and failure to timely  file  annual and  quarterly
reports with the Commission." On March 25, 2003, we signed, without admitting or
denying  the  allegations,   a  proposed  settlement  agreement  with  the  U.S.
Securities and Exchange Commission,  which permanently restrains and enjoins the
company  from  engaging  in acts  which  would  constitute  violations  of these
regulations in the future

On September 17, 2002, we were advised by the staff of the U.S.  Securities  and
Exchange Commission  ("Commission") that they will recommend that the Commission
file a civil  injunctive  lawsuit  against the Company and its President at that
time,  Thomas W. Sims. The suit would allege that the Company  violated  Section
17(a)  of the  Securities  Act of 1933  and  Sections  10(b)  and  13(a)  of the
Securities Exchange Act of 1934 ("the Exchange Act") and Rules l0b-5, 13a-1, and
13a-13 of the Exchange  Act,  based on (a) false and  misleading  statements  in


                                       8
<PAGE>

press releases  disseminated  by the Company on October 22, 2001 and October 25,
2001,  regarding  the  Company's  investment  in  Panamed  Corp.,  and the press
releases  disseminated on January 8, 2002 and March 20, 2002,  regarding  orders
from Eurotrend  Informatics,  Ltd., a private Hungarian company, and (b) failure
to timely file annual and quarterly reports with the Commission.

The  Company  (on July 24,  2003)  and Mr.  Sims (on  February  24,  2003)  each
consented,  without admitting or denying the allegations,  to the entry of final
judgments  in the  proceedings  in U.S.  District  Court,  Central  District  of
California. On August 6, 2003, final judgments were entered by the Court against
the Company and Mr. Sims, respectively,  each of which permanently enjoined them
from  violating  Section  10(b) of the Exchange  Act and Rule 10b-5  promulgated
thereunder by using any means or instrumentality of interstate  commerce,  or of
the mails,  or of any national  securities  exchange:  (A) to employ any device,
scheme or artifice to defraud;  (B) to make any untrue  statement  of a material
fact or  omitting  to  state a  material  fact  necessary  in  order to make the
statements made, in the light of the  circumstances  under which they were made,
not  misleading;  or (C) to engage in any act,  practice,  or course of business
which  operates  or would  operate  as a fraud or  deceit  upon any  person,  in
connection  with  the  purchase  or sale of any  security.  Further,  the  final
judgments  permanently enjoined each of them from violating Section 13(a) of the
Exchange Act and Rules 13a-1 and 13a-13  promulgated  thereunder,  by failing to
file with the Commission in accordance  with Commission  rules and  regulations,
information and documents required by the Commission to keep current information
and documents required in or with an application or registration statement filed
pursuant to Section 12 of the Exchange Act or annual or quarterly reports as the
Commission has prescribed.

Mr. Sims was also  permanently  enjoined from  violation of Section 17(a) of the
Securities  Act of 1933 in the offer or sale of any  security  by the use of any
means or instruments of transportation  or communication in interstate  commerce
or by the use of the mails,  directly or  indirectly:  (A) to employ any device,
scheme or artifice to defraud;  (B) to obtain  money or property by means of any
untrue  statement of a material  fact or any  omission to state a material  fact
necessary  in  order  to  make  the  statements   made,  in  the  light  of  the
circumstances  under which they were made, not  misleading;  or (C) to engage in
any transaction, practice, or course of business which operates or would operate
as a fraud or deceit upon any  purchaser.  Mr. Sims was ordered to pay a fine of
$25,000, and enjoined and prohibited for a period of five years from the date of
entry of judgment from : (A)  participating  in any offering of penny stock, and
(B) from  acting as an officer  or  director  of any issuer  that has a class of
securities  registered pursuant to Section 12 of the Exchange Act or is required
to file reports pursuant to Section 15(d) of the Exchange Act. Since January 30,
2003, Mr. Sims has not been an officer, director or affiliate of the Company.

3.2      First Horizon Lawsuit

On September  19, 2002,  First Horizon Loan  Corporation  filed suit in Superior
Court  of  California,  County  of  Ventura  against  us for  breach  of a lease
agreement  for our former sales offices in Fairfax,  Virginia.  The suit alleges
that we breached the lease when our Fairfax,  Virginia office was closed in July
2000 and the lease payments stopped.  The suit claims  approximately  $78,000 in
damages.  In May 2003,  we reached a tentative  settlement  with First  Horizon,
agreeing  to pay a total  of  $20,000  to  First  Horizon  in  monthly  payments
distributed  over an eight  month  period of time.  First  Horizon has agreed to
dismiss the lawsuit with  prejudice  against us within 10 days after  receipt of
the final payment referenced above.

ITEM 4            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security  holders during the fourth quarter
of the fiscal year ended June 30, 2003.

                                       9
<PAGE>

ITEM 5            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

5.1       Market for Common Stock

Since  January 14, 1999,  our common stock has traded on the OTC Bulletin  Board
(symbol "QTEK").  On September 30, 2003,  there were 493 listed  shareholders of
record and 1747 beneficial  shareholders  of our common stock.  The high and low
bid prices per share for our stock for each quarter  commencing July 1, 2000 and
ending June 30, 2003 are listed below. The high and low bid prices per share for
our stock for the  quarter  ending  September  30,  2003 were  $0.17 and  $0.09,
respectively.  This  information  was  obtained  from  Media  General  Financial
Services.

         1st Quarter       2nd Quarter      3rd Quarter       4th Quarter
         High     Low      High     Low     High     Low      High     Low
         -----    -----    -----    -----   -----    -----    -----    -----
FY2001   $0.94    $0.27    $.31     $0.05   $0.27    $0.11    $0.16    $0.08
FY2002   $0.11    $0.05    $0.39    $0.05   $0.50    $0.09    $0.47    $0.07
FY2003   $0.14    $0.03    $0.13    $0.02   $0.07    $0.03    $0.19    $0.03

The quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions.

5.2       Dividends

 We presently intend to retain future earnings, if any, to provide funds for use
in the  operation  and  expansion  of our  business.  Accordingly,  we have  not
declared or paid any dividends to our common  shareholders  and do not presently
intend to do so. Any future decision whether to pay dividends will depend on our
financial  condition  and any other  factors that our Board of  Directors  deems
relevant.

5.3       Securities Authorized for Issuance Under Equity Compensation Plans

We currently have no equity  compensation plans in place that have been approved
by security holders.

However,  our Chief Executive  Officer and Chief Financial  Officer entered into
employment  agreements on January 31, 2003 with the Company which grants each of
them the  right  to earn  substantial  equity  compensation  from  the  Company.
Pursuant to the employment agreements, the Company has agreed to sell to each of
them  stock (or grant to each  rights to  purchase  additional  shares of common
stock) at $0.03 per share such that,  including all options or shares previously
issued to or purchased by each of them, each would own, in the aggregate, shares
of common stock or rights to purchase  shares of common stock  representing  ten
percent  (10%)  of  the  current  outstanding  common  stock  of  Quintek,  on a
fully-diluted  basis after taking into  account the issuance of such  additional
shares to each officer and assuming the issuance of all other shares  subject to
currently outstanding options or warrants.  The employment agreements state that
the  agreement(s)  specifically  granting  the  shares  to be  purchased  by the
officers will have, at minimum, new termination and repurchase provisions,  with
the termination  provisions to be consistent with new termination and repurchase
provisions  set forth in this  Agreement.  The  agreement(s)  also will  contain
provisions providing the officers with pre-emptive rights to purchase additional
shares of common stock under certain circumstances.  Options to the two officers
shall vest  according to the following  schedule:  Right of each to purchase two
and a half percent (2.5%) of outstanding common stock, upon the authorization of
additional shares by the shareholders of Quintek; assuming that authorization of
more shares is approved by the shareholders of the Company,  options giving each
of the  officers  the right to purchase  an  additional  two and a half  percent
(2.5%) of  outstanding  common stock at the time of grant,  will be granted upon


                                       10
<PAGE>
the one (1) year  anniversary  of each  officer's  employment  agreement for the
following three (3) years. In the event of a sale of Quintek, termination of the
officers'  employment  agreements  by the  Company,  or any other event that may
impede  Quintek's  ability  to  fulfill  its  obligations  under  the  officers'
employment agreements, all options will be immediately vest.

Although our board of directors has approved the employment agreements,  none of
the rights or options to  purchase  common  stock  described  in the  employment
agreements  above have  vested;  and those rights or options will vest only upon
the approval by the  shareholders  of an amendment of the Company's  Articles of
Incorporation  which  increases the number of authorized  shares of common stock
that may issued by the Company.

5.4       Recent Sales of Unregistered Securities

We have made no sales of unregistered  securities  during the quarter ended June
30, 2003. However, we have made a number of agreements to issue stock at a later
date,  base upon  authorization  of more shares and  acceptance in changes to be
proposed to the Articles of Incorporation by the shareholders. See notes 6 and 8
of our financial  statements for the years ending June 30, 2002 and 2003, Item 6
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS and ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

ITEM 6   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Our revenues  totaled $388,888 and $446,005 for the twelve months ended June 30,
2003 and 2002,  respectively,  a decrease of $57,117 (13%) in 2003 due primarily
to a decrease in sales of equipment.

For the twelve  months ended June 30, 2003 and 2002,  cost of sales was $261,050
and $198,696  respectively,  an increase of $62,354 (31%). Our cost of sales for
both  periods  consisted  mostly of labor and  production  costs.  Cost of sales
increased and  consequently  gross margin  decreased in 2003 primarily due to an
increase in the cost of equipment parts.

Operating  expenses totaled $822,273 for the twelve-month  period ended June 30,
2003 as compared to $1,108,034 for the prior  twelve-month  period. The $285,761
(26%)  decrease in operating  expenses is due  primarily to a reduction in stock
based compensation for services.

We incurred no acquisition expenses in the twelve months ended June 30, 2003 and
2002, respectively.

During the 12 month period  ending June 30, 2003 we sold four (4) aperture  card
systems,  178,000 aperture cards, and nine (9) customer  service  contracts.  We
expect to continue  generating  sales  revenue  from these same  products in the
future.

During the eight months prior to September 30, 2003,  management  has focused on
reducing the  outstanding  debt and  liabilities  in default of the Company.  On
January 30, 2003 Quintek's employees and prior management team signed agreements
to convert  $252,213 of monies owed into 1,008,854  shares of Series A Preferred
Stock at a rate of ($0.25)  twenty  five  cents per share.  During the six month
period  ended June 31,  2003,  we made offers to all  holders of our  promissory
notes and convertible bonds to convert their bond principal and accrued interest
into  Series B  Preferred  stock at a rate of at a rate of ($0.25)  twenty  five
cents per  share.  As of June 30,  2003,  we  received  commitments  to  convert
$198,268 of debt into  724,077  shares of Series A  Preferred  stock and 648,256
shares of Series B Preferred stock. The balance of related debt,  $208,728 still
remains  outstanding.  These  monies  represent  our  liabilities  in process of
conversion  to stock.  The  conversion  will  become  effective  if and when the
shareholders   of  the  Company   approve  an   amendment  to  the  articles  of
incorporation to increase the amount of authorized shares for issuance.

                                       11
<PAGE>

We are  currently  in  default  of  $151,695  (principal  and  interest)  of our
outstanding   convertible  bonds.  Interest  continues  to  accrue  against  the
principal of all outstanding  convertible bonds whose holders have not agreed to
the  conversion  to  stock.  The  convertible   bonds  are  unsecured,   general
obligations of the Company which are convertible into common stock at the option
of the holders. 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  funds to repay  the  indebtedness.  We do not know
whether we will be able to repay or  renegotiate  this debt. If we are unable to
cure the default or  renegotiate  our debt,  we may not be able to continue as a
going concern.

We  are  currently  in  default  of  $24,603  (principal  and  interest)  of our
outstanding promissory notes. Interest continues to accrue against the principal
of  all  outstanding   promissory  notes.  The  notes  are  unsecured,   general
obligations  of the  Company.  The holders of the notes that are in default have
indicated  that they wish to be repaid in cash.  At present we do not have funds
to repay the  indebtedness.  We do not know  whether we will be able to repay or
renegotiate  this debt. If we are unable to cure the default or renegotiate  our
debt, we may not be able to continue as a going concern.

Through  September  30,  2003 we  received  agreements  to  convert  $20,148  in
outstanding  past due  payables  into  Series C  Preferred  stock at ($1.00) one
dollar  per  share.  The  conversion  will  become  effective  if and  when  the
shareholders   of  the  Company   approve  an   amendment  to  the  articles  of
incorporation to increase the amount of authorized shares for issuance.

Through  September  30,  2003 we  received  agreements  to  convert  $74,452  in
outstanding  past due  payables  into  $60,183  of three year  promissory  notes
bearing an annual interest rate of 8%.

Liquidity and Capital Resources

We have historically  financed  operations from the sale of common stock and the
conversion  of common stock  warrants.  At June 30, 2003, we had cash on hand of
$21,162  and  working  capital of  $(1,351,096)  as  compared to cash on hand of
$2,602 and working capital of $(1,126,757) at year-end, June 30, 2002.

Net cash used in operating  activities  of $102,330 for the twelve  months ended
June 30, 2003,  is  attributable  primarily to operating  losses as adjusted for
stock  issued  for  services  of  $221,183,  warrants  issued  for  services  of
$90,000,and depreciation of $46,195.

Net cash provided by investing activities of $12,790 for the twelve months ended
June 30, 2002 consists of collections on notes receivable from  stockholders and
proceeds from the sale of fixed assets.

Net cash  provided by financing  activities  of $108,100  for the twelve  months
ended June 30, 2003  represents  cash received from the issuance of common stock
of $100,000.

Prior to June 2003, we  occasionally  entered into factoring  agreements  with a
factoring  company  (the  "Factor").  The Factor  funds 85% of the face value of
approved  invoices and retains the remaining 15% as a deposit  against its fees.
When payments are remitted to the Factor, the deposit, less fees ranging from 1%
to 15%, is refunded. Fees are determined based on the length of time the invoice
is outstanding.

                                       12
<PAGE>

In June 2003,  we entered into an  agreement  to sell two  purchase  orders to a
private  investor.  The  agreement  allowed  for the  investor  to buy these two
purchase  orders at 97% of face value.  This investor was paid directly from the
sales  proceeds  once they were  received by Quintek.  As part of the  financing
agreement,  the investor will received a warrant to purchase  500,000  shares of
our  common  stock  at an  exercise  price  of  $0.046  per  share,  if and when
additional   shares  of  common  stock  are   authorized  for  issuance  by  our
shareholders.  The warrant will have an  expiration  date of June 2, 2008. As of
June 30, 2003, we received $123,083 in financing under this agreement.

In June  2003,  we entered  into a Purchase  Order  Financing  Agreement  with a
business management company. As part of this agreement, the investor received an
equity fee of a warrant to purchase  1,500,000  shares of our common stock at an
exercise  price of $0.043 per  share,  if and when  additional  shares of common
stock are authorized for issuance by our shareholders.  The warrant will have an
expiration date of June 13, 2008. The financing is limited to $200,000 per month
and $4,800,000 in total  financing  over the 2 year life of the  agreement.  The
investor  will  receive an  additional  warrant,  as a bonus,  to  purchase  two
additional  shares of our  common  stock for each $1.00 of  financing  provided.
These bonus  warrants  shall allow the investor to purchase  common stock at the
day  average  closing  price of our  stock  immediately  prior to  closing  of a
financing.  As of June 30, 2003, we received no financing  under this agreement.
Perfected  Purchase  Orders  (delivered to and accepted by the customer) will be
purchased by the investor at three  percent (3%)  discount to the  investor,  or
ninety-seven percent (97%) of face value. Non-Perfected Purchase orders (not yet
shipped to customer)  will be  purchased  by the  investor at ten percent  (10%)
discount to the investor,  or ninety  percent (90%) of face value.  Quintek will
pay a late fee as follows. For Perfected Purchase Orders not paid within 30 days
Quintek  will  pay a late  fee  equal  to three  percent  (3%)  per  month.  For
Non-Perfected  Purchase  Orders not paid within 60 days  Quintek will pay a late
fee equal to five percent (5%) per month. Late fees may be paid in cash or stock
at the option of the investor.

We assumed  certain  payroll  tax  liabilities  as the result of the merger with
Pacific Diagnostic Technologies, Inc., on January 14, 1999. We have negotiated a
payment plan with the Internal  Revenue Service to pay the payroll taxes assumed
in the merger.  As of October 1, 2003,  Quintek was behind in those  payments to
the Internal  Revenue  Service in the amount of $35,239 has been in contact with
Internal Revenue Service regarding remedying this issue.

We believe  that the receipt of net  proceeds  from the sale of the common stock
and the exercise of common stock  warrants plus cash generated  internally  from
sales will be sufficient to satisfy our future  operations,  working capital and
other cash requirements for the remainder of the fiscal year. However, if we are
unable to raise sufficient  capital,  we may need to sell certain assets,  enter
into new strategic  partnerships,  reorganize the company, or merge with another
company to effectively maintain  operations.  Our audit for the years ended June
30, 2003 and 2002 contains a going concern qualification.

ITEM 7            FINANCIAL STATEMENTS

See pages F-l, et seq., included herein.

ITEM 8   CHANGES  IN AND  DISAGREEEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

Not applicable.

ITEM 8A  CONTROLS AND PROCEDURES

Our Chief  Executive  Officer and Chief  Financial  Officer  (collectively,  the
"Certifying   Officers")  are  responsible  for   establishing  and  maintaining
disclosure controls and procedures for the Company. Such officers have concluded

                                       13
<PAGE>

(based on their  evaluation of these controls and procedures as of a date within
90 days of the filing of this report) that the Company's disclosure controls and
procedures are effective to ensure that information  required to be disclosed by
the Company in this report is  accumulated  and  communicated  to the  Company's
management,  including its principal executive officers as appropriate, to allow
timely decisions  regarding required  disclosure.  The Certifying  Officers also
have indicated that there were no significant  changes in the Company's internal
controls  or  other  factors  that  could  significantly  affect  such  controls
subsequent to the date of their evaluation, and there were no corrective actions
with regard to significant deficiencies and material weaknesses.

ITEM 9   DIRECTORS,  EXECUTIVE  OFFICERS,  AND CONTROL PERSONS;  COMPLIANCE WITH
         SECTION 16(a) OF THE EXCHANGE ACT

9.1      Board of Directors and Executive Officers

Our board of  directors  consists of two members.  Directors  are elected at the
Annual  Meeting of  Shareholders  and serve  until  their  successors  have been
elected and qualified.  Officers are appointed by and serve at the discretion of
the Board of Directors.

The  following  is a summary  description  of our current  directors,  executive
officers and significant employees:

Robert Steele, Age 37, Chief Executive Officer and Director

Robert Steele has been the Company's Chief  Executive  Officer,  President,  and
Chairman of the Board of Directors  since  January 30, 2003. He was a consultant
to the Company from December 4, 2002. From May 1999 through June 2001 he was the
founder and Chief Executive Officer of iBrite, a wireless  information  software
company whose software  products enable customers to deploy complex content such
as  engineering  technical  manuals  and sales  literature  and pricing to small
mobile devices such as PDAs. Mr. Steele  provided the initial product design and
assembled and led the team that:  created a wireless / mobile  software  company
and raised two rounds of financing  totaling  $4.5 Million;  developed  business
plans and financial  models including  detailed sales & marketing,  forecasting,
budgeting,  competitive  analysis  and market  positioning  within the  wireless
industry;  established contractual partnerships with AOL and Global Knowledge, a
$400M training company; and created iBrite's Wireless iDNA Architecture.  iBrite
filed three patents based on Mr.  Steele's  designs and released  eight software
products.  From September 1988 through April 1998 Mr. Steele served as Corporate
Vice President & Chief  Technology  Officer for CADD  Microsystems,  Inc. (CMI),
currently  the leading  provider of AutoDesk  Computer  Aided  Design  software,
consulting, training and integration services in the Washington, DC Metropolitan
Area.  Mr. Steele sold and  supervised  significant  consulting  contracts  with
clients such as Lucent Technologies, Long Airdox Mining (Division of the Fortune
500 Marmon  Group),  ABB, GSA (General  Services  Administration),  FAA (Federal
Aviation  Administration) and NRO (National  Reconnaissance  Office).Mr.  Steele
received a Bachelor  of Science in  Electronic  and  Computer  Engineering  from
George Mason University in 1988.

Andrew Haag, Age 35, Chief Executive Officer and Director

Andrew Haag has been the Company's Chief Financial  Officer and a Director since
January 31, 2003.  Prior to that,  from  December  2002,  he was employed by the
Camelot Group, Inc., an investment banking firm, to assist its corporate clients
on capital structure,  the structure of PIPE transactions and the preparation of
offering documents. From May, 2001, Mr. Haag was employed by Aquasearch, Inc., a
publicly held company,  where he raised  significant funds from private sources,
advised  its  CEO  on  strategic  business   development  issues,   successfully
negotiated  several  contracts  to benefit the  company.  Mr.  Haag  assisted in
drafting corporate business plan, terms of investment,  press releases and other

                                       14
<PAGE>

corporate  documents.  From  November 1998 through April 2001 he was employed by
Nutmeg Securities, Ltd., where he advised institutional and individual clientele
on corporate offerings and equity trading, and performed corporate advisory work
for both public and private  companies.  From June 1998 through October 1998 Mr.
Haag was a Managing  Director of Waldron & Co. Inc., an investment  bank located
in Irvine, CA.

From  1992  through  1998 he was  employed  by  Auerbach,  Pollak &  Richardson,
investment  bankers,  located in Stamford,  CT and Beverly Hills,  CA, rising to
Managing Director, where he: assisted in the development of the firm, attracting
and  referring  new hires and clients to all  offices;  developed a national and
international  client base for the firm that  participated  in a majority of the
firm's corporate  offerings;  set up and managed road shows for firm's corporate
clientele;  attracted a wide  variety of  corporate  clientele;  assisted in the
structuring  and funding of offerings  for  corporate  clientele;  and increased
visibility of the firm through  networking of research and  offerings.  Mr. Haag
attended the University of Maine and CUNY Hunter College.

Significant Employees

Kurt Kunz,  Vice  President,  Engineering  Mr. Kunz,  co-founder of Quintek,  is
Quintek's Vice  President of  Engineering.  Prior to Quintek,  Mr. Kunz held the
positions of Software  Design  Engineer,  Mechanical  Design  Engineer,  Systems
Engineer  and  Engineering  Manager at three high tech  companies;  QED  Systems
(1986-1987), Alpharel (1987-1990), and PMT (1990-1991). Mr. Kunz received his BS
degree in Mechanical Engineering from the University of Utah in 1986.

9.2      Compensation of Directors

All of our  directors  are full time  employees  of Quintek.  Because we have no
independent directors, we pay no compensation to any directors for their service
on the board over and above their employment  compensation.  There are no family
relationships among the directors or executive officers.

9.3      Management Committees

 We have not established  compensation or executive committees.  Currently,  our
entire board of directors  serves as our audit  committee.  Because of the small
size of the Company and the risk  attendant  to a small public  company,  we are
currently unable to attract an audit committee  financial expert to our Board of
Directors.  On June 11, 2003, our board of directors  adopted an Audit Committee
Charter which is attached as an exhibit to this Report on Form 10KSB.

9.4      Section 16(a) Beneficial Ownership Reporting Compliance

To our knowledge,  based solely on a review of Section 16(a) forms  furnished to
us, we believe  that  Robert  Steele,  a current  director  and Chief  Executive
Officer,  and Andrew Haag, a current director and Chief Financial Officer,  each
failed  to  timely  filed a Form 3 to  report  his  appointment  to our Board of
Directors or as an officer of our Company. The forms were filed late by both Mr.
Steele and Mr. Haag on September 19, 2003.

9.5      Code of Ethics

On June 10,  2003 our board of  directors  adopted a code of  ethics,  a copy of
which is filed as an exhibit to this report on Form 10-KSB,  that applies to our
principal  executive  and  financial  officers.  We intend  to file  amendments,
changes or waivers to the code of ethics as required by SEC rules.

                                       15
<PAGE>

ITEM 10     EXECUTIVE COMPENSATION

None of our executive  officers received a total annual salary and bonus of more
than $100,000 for the year ended June 30, 2003. The following  table  summarizes
the yearly  compensation  of our past and current  President for the three years
ended June 30, 2003.
<TABLE>
<CAPTION>

          ----------------- Annual Compensation ------------------      ---------- Long Term Compensation ----------

                                                                                        Securities
                                                 Other Annual           Restricted       Underlying         All Other
Name              Year              Salary       Compensation (3)       Stock Awards     Options           Compensation
----              ----              ------       ---------------        ------------    -----------        ------------
<S>              <C>                <C>              <C>                <C>             <C>                   <C>
Tom Sims          FY2003 (1)        $19,400          $1,570                 --            --                    --
President         FY2002            $19,500          $6,106             $ 68,000 (4)      --                    --
                  FY2001            $60,000            --                   --            --                    --

Robert Steele     FY2003 (2)        $30,000          $2,500                  --           --                    --
President
</TABLE>

Notes:

1)   Represents  compensation  received by Sims while  serving as our  President
     from 6/30/02 to 1/31/03

2)   Represents  compensation  received by Steele while serving as our President
     from 2/1/03 to 6/30/03

3)   These amounts represent the Company's payments to provide an automobile and
     health insurance for Mr. Sims and Mr. Steele.

4)   This  represents an issuance of 200,000  shares of restricted  common stock
     valued at $0.06 per share and 800,000  shares of  restricted  common  stock
     valued at $0.07 per share to or for the benefit of Tom Sims

No Stock Options Were Granted in Fiscal 2003

Quintek  did not  grant  any  stock  options  or stock  appreciation  rights  or
Long-Term Incentive Plan Awards to its officers or employees, in the fiscal year
ended June 30, 2003.

Aggregated 2001 Option Exercises and Year-End Values

The following  table  summarizes the number and value of all  unexercised  stock
options held by Mr. Sims and Mr. Steele at June 30, 2003. No stock  appreciation
or similar  rights were exercised  during or remained  outstanding at the end of
Fiscal 2003.
<TABLE>
<CAPTION>
                                             Number of Securities Underlying             Value of Unexercised In-the-
                                             Unexercised Options/SARs at FY-End (#)      Money Options/SARs at FY-
                                    End ($)
Name              Shares            Value
                  Acquired on       Realized         Exercisable/Unexercisable           Exercisable/Unexercisable
                  Exercise
<S>               <C>               <C>                       <C>                        <C>
Tom Sims          0                 $0                        285,000*/0                 $0/$0**

Robert Steele     0                 $0                        0/0                        $0/$0**
</TABLE>
                                       16
<PAGE>

* Includes  options and shares  granted to Catherine Sims who is the wife of Tom
Sims.  ** Based on a  closing  bid price on the OTC  Bulletin  Board on June 30,
2003.

Executive Employment  Agreements:  On January 31, 2003, the Company entered into
an  Employment  Agreement  with Robert  Steele to become our President and Chief
Executive  Officer for a period of five years ending  January 31,  2008,  with a
salary of $6,000 per month.  Mr.  Steele's  salary remains  unchanged until such
time as the  Company's  quarterly  gross  revenue (as  determined by its regular
accountants)  shall exceed or equal the sum of $300,000.  Should this occur, his
salary for the following quarter shall be increased to $9,000 per month. At such
time as the Company's  quarterly  gross revenue shall exceed or equal the sum of
$600,000, his salary for the following quarter shall be increased to $12,000 per
month; and at such time as the Company's quarterly gross revenue shall exceed or
equal  the sum of  $600,000,  his  salary  for the  following  quarter  shall be
increased  to $12,000  per month;  and at such time as the  Company's  quarterly
gross  revenue  shall  exceed or equal the sum of  $900,000,  his salary for the
following  quarter  shall be  increased  to $15,000 per month . However,  if the
quarterly gross revenue  decreases  below the benchmark  levels  described,  Mr.
Steele's  salary shall be decreased to the  corresponding  monthly  salary.  Mr.
Steele receives an automobile allowance of $500 per month and all other benefits
provided to other  full-time  employees.  Additionally,  he is  eligible  for an
annual bonus based upon the Recast Profits of Quintek over the prior twelve (12)
month  calendar/fiscal  year period.  If Quintek's  Recast Profit Margin for the
prior  twelve  (12)  month  calendar/fiscal  year  period  is less than six (6%)
percent then he will not receive any bonus; but if it equals or exceeds six (6%)
percent,  then he will be paid a bonus of three (3%)  percent of Recast  Profits
within thirty (30) days of such year end. For each  additional  one (1%) percent
of Recast  Profits  over and above six (6%)  percent of Recast  Profits  for the
prior  twelve  (12)  month  calendar/fiscal  year  period,  he will  receive  an
additional bonus of one (1%) percent of Recast Profits, such additional bonus to
be prorated for each  additional  one (1%) percent in Recast  Profit Margin over
and above the sum of six (6%)  percent  of Recast  Profit  Margin  for the prior
twelve (12) month  calendar/fiscal  year period.  For example,  if at the end of
calendar/fiscal year 2004, Quintek's Recast Profits for the prior year amount to
$994,200  then Mr.  Steele would be paid the sum of $99,552  within  thirty (30)
days. For the purposes of the agreement,  "Executive's  Compensation" is defined
as Mr.  Steel's  salary,  car allowance and interest paid on Steele's  loans (if
any) to Quintek,  as  calculated  by  Quintek's  regular  accountant(s).  In the
Employment  Agreement,  "Recast  Profits"  was  defined  as net  profits  before
interest,  taxes,  depreciation  and  amortization  (EBITDA),  less  Executive's
Compensation,  and "Recast  Profit Margin" was defined as the quotient of Recast
Profits  divided by gross  revenue.  Mr.  Steele  received a grant of  1,000,000
shares of Series A Preferred  Stock upon execution of the Employment  Agreement,
and  Quintek  agreed to sell stock (or grant to Mr.  Steele  rights to  purchase
additional  shares of common stock) at $0.03 per share such that,  including all
options or shares previously issued to or purchased by Mr. Steele, he would own,
in the aggregate,  shares of common stock or rights to purchase shares of common
stock representing ten percent (10%) of the current  outstanding common stock of
Quintek, on a fully-diluted basis after taking into account the issuance of such
additional  shares to Mr.  Steele and  assuming the issuance of all other shares
subject to currently  outstanding options or warrants.  The Employment Agreement
states that the agreement(s) specifically granting the shares to be purchased by
Mr., Steele will have, at minimum,  new  termination and repurchase  provisions,
with the  termination  provisions  to be  consistent  with new  termination  and
repurchase  provisions set forth in this Agreement.  The agreement(s)  also will
contain  provisions  providing Mr., Steele with  pre-emptive  rights to purchase
additional shares of common stock under certain  circumstances.  Options to Mr.,
Steele shall vest according to the following schedule: Right to purchase two and
a half percent (2.5%) of outstanding  common stock,  upon the  authorization  of
additional shares by the shareholders of Quintek; assuming that authorization of
more shares is approved  by the  shareholders  of the  Company,  options  giving

                                       17
<PAGE>

Executive the right to purchase an additional  two and a half percent  (2.5%) of
outstanding common stock at the time of grant, will be granted to executive upon
the one (1) year anniversary of Steele's Employment  Agreement for the following
three  (3)  years.  In  the  event  of a sale  of  Quintek,  termination  of the
Employment  Agreement  by the  Company,  or any  other  event  that  may  impede
Quintek's ability to fulfill its obligations under the Employment Agreement, all
options  will  be  immediately  vest.  The  Employment  Agreement  shall  not be
terminated by any merger or consolidation  where Quintek is not the consolidated
or surviving  corporation or by any transfer of all or substantially  all of the
assets of Quintek.  In the event of any such merger or consolidation or transfer
of assets,  the  surviving or resulting  corporation  or the  transferee  of the
assets of Quintek shall be bound by and shall have the benefit of the provisions
of the  Employment  Agreement,  and Quintek  shall take all steps  necessary  to
ensure that such  corporation  or transferee  is bound by the  provisions of the
Employment Agreement.

ITEM 11    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth the ownership of our common stock, as of October
1, 2003 by our directors and by two  shareholders  who owned more than 5% of the
outstanding  shares.  This information was given to us by the transfer agent and
the  numbers are based on  definitions  found in Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934.

On October 1, 2003, 47,097,008 shares of our common stock were outstanding.
<TABLE>
<CAPTION>

                                                              Shares Owned
Shareholder                                          Number                     Percent

<S>                                                 <C>                         <C>
Robert Steele, President, CEO and Chairman          400,000                     0.85%

Andrew Haag, CFO, Director                          0                           0.0%

Zubair Kazi (3)                                     4,428,572                   9.40%

Kurt Kunz, VP Engineering (1) (2)                   2,024,428                   4.30%

All directors as a group  (2 persons)               400,000                     0.85%
</TABLE>

(1) These shares and options are  beneficially  owned equally by Kurt Kunz,  his
wife, Teresa, and their children.

(2) Includes  warrants to purchase 350,000 shares of restricted  common stock at
$1.00 per share within 60 days after June 30, 2003

(3) Includes 1,428,572 shares owned by Kazi Management VI, Inc., an affiliate of
Mr. Kazi.

ITEM 12           CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In the past we made  unsecured  loans to our previous  directors  and  officers,
listed below. This is no longer a practice of the Company.  These loans were all
renegotiated  as of June 30, 1999. The current loan terms each provide that they
are due in 20 years, on June 30, 2019. They bear interest at 4% per annum.  Each
officer is obligated to pay $100 per month until the loan matures and to pay the
remaining  unpaid  balance in one balloon  payment on June 30, 2019. At June 30,
2002,  and June 30, 2003,  the  following  amounts of principal  and interest on
these loans were unpaid:

                                       18
<PAGE>
                              6/30/02          6/30/03

Tom Sims                     $ 200,085        $ 216,409
Kurt Kunz                       86,716           96,599
Kelly Kunz                      50,624           55,897
Teresa Kunz                     14,200           13,850
                             ---------        ---------
                             $ 351,625        $ 382,754

These  loans  were  not  made in  arms-length  negotiations  between  us and the
borrowers.  The  borrowers  could not have obtained  unsecured  loans on similar
terms from unrelated third parties.  Because of the unsecured  nature and length
of these loans,  they have been  discounted  by $378,926  (99%) on our financial
statements. See, Note 3 to our Financial Statements for the Years ended June 30,
2003 and 2002. To the extent that the interest rate, maturity and other terms of
these loans are more favorable  than could be obtained from third  parties,  the
benefit  received by the  directors  and officers can be  considered  additional
compensation to them.

In January  2003,  we entered into a Consulting  Agreement  with Zubair Kazi. In
exchange for his business consulting  services,  Mr. Kazi was granted a warrant,
expiring July 31, 2003, to purchase  4,500,000  shares of our common stock at an
exercise price of $0.02 per share. Mr. Kazi currently owns approximately 9.4% of
the Company's outstanding common stock.

In June 2003, we entered into an agreement to sell two purchase orders to Zubair
Kazi,  a  private  investor.  Mr.  Kazi  currently  owns  9.4% of the  Company's
outstanding  common stock.  The agreement  allowed for the investor to buy these
two purchase  orders at 97% of face value.  This investor was paid directly from
the sales proceeds once they were received by Quintek.  As part of the financing
agreement, the investor will receive a warrant to purchase 500,000 shares of our
common stock at an exercise  price of $0.046 per share,  if and when  additional
shares of common  stock are  authorized  for issuance by our  shareholders.  The
warrant will have an  expiration  date of June 2, 2008.  As of June 30, 2003, we
received $123,083 in financing under this agreement.

In June  2003,  we entered  into a Purchase  Order  Financing  Agreement  with a
business management company owned by Zubair Kazi. As part of this agreement, Mr.
Kazi's company (or  "investor")  received an equity fee of a warrant to purchase
1,500,000  shares of our common stock at an exercise  price of $0.043 per share,
if and when additional shares of common stock are authorized for issuance by our
shareholders.  The warrant will have an  expiration  date of June 13, 2008.  The
financing is limited to $200,000  per month and  $4,800,000  in total  financing
over the 2 year life of the  agreement.  The company will receive an  additional
warrant,  as a bonus, to purchase two additional  shares of our common stock for
each $1.00 of financing provided.  These bonus warrants shall allow the investor
to purchase  common stock at the average  closing  price of our stock for the 90
days prior to the  closing of the  Purchase  Order  financing  transaction  they
represent or a fifty  percent  (50%)  discount to the closing price of Quintek's
common stock at the day of the closing of the transaction they represent.  As of
June 30, 2003, we received no financing under this agreement. Perfected Purchase
Orders  (delivered  to and  accepted by the  customer)  will be purchased by the
investor at three percent (3%) discount to the investor, or ninety-seven percent
(97%) of face value. Non-Perfected Purchase orders (not yet shipped to customer)
will be purchased by the investor at ten percent (10%) discount to the investor,
or ninety  percent (90%) of face value.  Quintek will pay a late fee as follows.
For  Perfected  Purchase  Orders not paid within 30 days Quintek will pay a late
fee equal to three percent (3%) per month. For Non-Perfected Purchase Orders not
paid within 60 days  Quintek  will pay a late fee equal to five percent (5%) per
month. Late fees may be paid in cash or stock at the option of the investor.

                                       19
<PAGE>

ITEM 13           EXHIBITS AND REPORTS ON FORM 8-K

13.1     Exhibits

2.1 #         Agreement and Plan of Reorganization between Quintek Technologies,
              Inc., and Juniper Acquisition Corporation.

3.1 *         Articles of Incorporation.

3.2 *         Bylaws.

4.1 **        Form of Irrevocable Proxy Granted to Chief Executive Officer dated
              January 30 or 31, 2003

10.1*         Cooperation  Agreement  between  Quintek  Electronics,  Inc., Qtek
              Aperture  AB, and Bofors AB,  Missiles  Production  (November  21,
              1997).

10.2*         4300 License Agreement between Quintek Technologies, Inc. and Qtek
              Aperture Card AB (January 18, 2000).

10.3*         Additional Agreement between Quintek  Technologies,  Inc. and Qtek
              Aperture Card AB (January 18, 2000)

10.4***       Consulting Agreement between Quintek Technologies, Inc. and Robert
              Steele dated December 16, 2002 (previously filed as Exhibit 10.1)

10.5***       Consulting Agreement between Quintek Technologies, Inc. and Zubair
              Kazi dated January 31, 2003 (previously filed as Exhibit 10.2).

10.6***       Warrant  Agreement between Quintek  Technologies,  Inc. and Zubair
              Kazi dated January 31, 2003 (previously filed as Exhibit 10.3).

10.7****      Purchase Order Financing Agreement dated June 2, 2003 between Kazi
              Management  VI, LLC and  Quintek  Technologies,  Inc.  (previously
              filed as Exhibit 10.1).

10.8*****     Consulting Agreement between Quintek  Technologies,  Inc. and Gary
              Litt dated February 3, 2003 (previously filed as Exhibit 10.4).

10.9          Employment Agreement between Quintek Technologies, Inc. and Robert
              Steele dated January 31, 2003

10.10         Employment Agreement between Quintek Technologies, Inc. and Andrew
              Haag dated January 31, 2003

20.1          Code of Ethical Conduct adopted June 10, 2003

20.2          Audit Committee Charter adopted June 11, 2003

31.1          Certification  pursuant to Rule 13a-14 of the Securities  Exchange
              Act, as adopted pursuant to Section 302 of the  Sarbanes-Oxley Act
              of 2002, of the Chief Executive  Officer of Quintek  Technologies,
              Inc.

31.2          Certification  pursuant to Rule 13a-14 of the Securities  Exchange
              Act, as adopted pursuant to Section 302 of the  Sarbanes-Oxley Act
              of 2002, of the Chief Financial  Officer of Quintek  Technologies,
              Inc.

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

                                       20
<PAGE>

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

#        Incorporated by reference to Exhibit 2.1 to the Form 8-K dated February
         24, 2000.
*        Incorporated by reference to Form 10-KSB for the fiscal year ended June
         30, 2000.
**       Incorporated  by  reference  to Form 10-QSB for quarter  ended  Dec.31,
         2002.
***      Incorporated by reference to  Registration  Statement on Form S-8 filed
         March 11, 2003.
****     Incorporated by reference to Form 8-K filed July 14, 2003.
*****    Incorporated by reference to  Registration  Statement on Form S-8 filed
         August 18, 2003.

13.2     Reports on Form 8-K

On June 2, 2003 we filed a report on Form 8-K that described: (a) the settlement
on or about May 23,  2003 of a lawsuit  against us by a former  landlord;  (b) a
letter to shareholders  from our Chief Executive Officer dated May 28, 2003; and
(c) a press release dated March 28, 2003 indicating that our annual  shareholder
meeting will be delayed because  additional time will be needed to deal with the
number  of  items  to be  voted  upon  in the  proxy  materials  to be  sent  to
shareholders.

ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed by the Company's  auditors for  professional  services
rendered  in  connection  with the audit of the  Company's  annual  consolidated
financial  statements  for fiscal 2003 and 2002 and reviews of the  consolidated
financial  statements  included in the  Company's  Forms 10-QSB were $75,733 for
2002 and $20,375 for 2003.  An  additional  $21,084 was billed to the Company as
cumulative  "late fees",  by the auditor of the  Company's  annual  consolidated
financial statements for fiscal 2002.

Audit-Related Fees

For  fiscal  2003 and 2002,  the  Company's  auditors  did not bill any fees for
assurance and related services that are reasonably related to the performance of
the audit or review of the Company's  financial  statements and are not reported
under "Audit Fees" above.

Tax Fees

No fees were billed by the Company's auditors for professional  services for tax
compliance, tax advice, and tax planning for fiscal 2003 and 2002, respectively.

All Other Fees

No fees were billed by the Company's  auditors for all other non-audit  services
rendered to the  Company,  such as attending  meetings  and other  miscellaneous
financial consulting, in fiscal 2003 and 2002.

Audit Committee

The  audit  committee  meets  prior to  filing  of any Form  10-QSB or 10-KSB to
approve those filings.  In addition,  the committee meets to discuss audit plans
and  anticipated  fees for audit and tax work prior to the  commencement of that
work. Approximately 100% of all fees paid to our independent auditors for fiscal
2003 are pre-approved by the audit committee.

                                       21
<PAGE>

                                   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 hereunto duly authorized.

Date:  October 14, 2003             QUINTEK TECHNOLOGIES, INC.


                                    By:  /s/ Robert Steele
                                         --------------------------------------
                                         Robert Steele, Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities indicated.

Date:  October 14, 2003                 /s/ Robert Steele
                                        ---------------------------------------
                                        Robert Steele, Chief Executive Officer
                                        and Director


Date:  October 14, 2003                 /s/ Andrew Haag
                                        ---------------------------------------
                                        Andrew Haag, Chief Financial Officer
                                        and Director













                                       22
<PAGE>



                           QUINTEK TECHNOLOGIES, INC.
                           --------------------------

                              CAMARILLO, CALIFORNIA


                                TABLE OF CONTENTS

                                                                           Page

Independent Auditor's Report                                              F-1-2

Balance Sheets                                                              F-3

Statements of Operations                                                    F-4

Statements of Stockholders' (Deficit)                                       F-5

Statements of Cash Flows                                                  F-6-7

Notes to Financial Statements                                            F-8-19

<PAGE>





To the Board of Directors and Stockholders
Quintek Technologies, Inc.
Camarillo, California

                          Independent Auditor's Report
                          ----------------------------


We have audited the accompanying balance sheet of Quintek Technologies, Inc., as
of June 30,  2003,  and the  related  statements  of  operations,  stockholders'
(deficit),  and cash flows for the year then ended.  These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  based on our audit, the 2003 financial  statements  referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Quintek  Technologies,  Inc.,  as of  June  30,  2003,  and the  results  of its
operations and cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been prepared in conformity  with
accounting principles generally accepted in the United States of America,  which
contemplate continuation of the Company as a going concern; however, the Company
has experienced  losses from  operations and substantial  doubt exists as to its
ability to continue  as a going  concern.  Continuation  is  dependent  upon the
success of future operations.  Management's plans in regard to those matters are
described in Note 2. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.

/s/ HEARD, McELROY & VESTAL, LLP
Shreveport, LA
September 18, 2003

                                      F-1
<PAGE>


<PAGE>


To the Board of Directors and Stockholders
Quintek Technologies, Inc.
Camarillo, California

                          Independent Auditor's Report
                          ----------------------------


We have audited the accompanying balance sheet of Quintek Technologies, Inc., as
of June 30,  2002,  and the  related  statements  of  operations,  stockholders'
(deficit), and cash flows for the year then ended June 30, 2002. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.

In our opinion,  based on our audit, the financial  statements referred to above
present  fairly,  in all material  respects,  the financial  position of Quintek
Technologies,  Inc., as of June 30, 2002,  and the results of its operations and
cash flows for the year then ended June 30, 2002, in conformity  with accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been prepared in conformity  with
accounting principles generally accepted in the United States of America,  which
contemplate continuation of the Company as a going concern; however, the Company
has experienced  losses from  operations and substantial  doubt exists as to its
ability to continue  as a going  concern.  Continuation  is  dependent  upon the
success of future operations.  Management's plans in regard to those matters are
described in Note 2. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.

/s/ SPRAYBERRY, BARNES, MARIETTA & LUTTRELL
Oxnard, California
October 11, 2002


                                      F-2
<PAGE>

                           QUINTEK TECHNOLOGIES, INC.

                                BALANCE SHEETS AT

                             JUNE 30, 2003 AND 2002




                      A S S E T S                        2003         2002
                      -----------                      --------     --------

Current assets:
   Cash                                                   21,162       2,602
   Accounts receivable (net of allowance for bad
     debts of $26,498 and $20,498)                        73,118      27,212
   Inventory                                               4,371      57,426
   Other                                                   8,617       2,038
                                                        --------    --------
       Total current assets                              107,268      89,278

Property and equipment, at cost:

   Equipment                                             102,881     102,881
   Computer and office equipment                          93,297      88,492
   Furniture and fixtures                                 33,518      32,526
                                                        --------    --------
                                                         229,696     223,899
   Less-accumulated depreciation                        (206,687)   (192,210)
-----------------------------------------------------   --------    --------
       Net fixed assets                                   23,009      31,689

Other assets:
   Deposits                                                2,395       4,994
   Intangible assets (net of accumulated amortization
     of $87,100 and $53,082)                              48,973      82,985
   Investments                                            28,762      28,762
   Employee receivables, net                               3,599       2,400
                                                        --------    --------
       Total other assets                                 83,729     119,141
                                                        --------    --------



Total assets                                             214,006     240,108
                                                        ========    ========

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

<PAGE>


   LIABILITIES AND STOCKHOLDERS' (DEFICIT)             2003             2002
   ---------------------------------------           -----------    -----------

Current liabilities:
   Accounts payable                                      200,315        207,335
   Factoring payable                                     146,890         20,000
   Payroll and payroll taxes payable                     136,115        307,522
   Payroll taxes assumed in merger                       123,272        123,272
   Accrued expenses                                      116,609        134,521
   Current portion of long-term debt                      12,330           --
   Notes payable-stockholders                             32,300         36,400
   Other liabilities                                      29,135         28,594
   Convertible bonds                                     151,695        330,505
   Unearned revenue                                       41,034         27,886
   Liabilities in process of conversion to stock         468,669           --
                                                     -----------    -----------
       Total current liabilities                       1,458,364      1,216,035

Long-term debt, net of current portion                    24,659           --


Stockholders' (deficit):
   Common stock-$0.01 par value, 50,000,000 shares
     authorized, 46,762,008 and 40,162,008 issued
     and outstanding                                     467,620        401,620
   Additional paid-in capital                         20,326,780     19,997,017
   Retained (deficit)                                (22,062,534)   (21,361,481)
                                                     -----------    -----------

                                                      (1,268,134)      (962,844)
   Less-subscriptions receivable                            (883)       (13,083)
--------------------------------------------------   -----------    -----------
       Total stockholders' (deficit)                  (1,269,017)      (975,927)
                                                     -----------    -----------

Total liabilities and stockholders' (deficit)            214,006        240,108
                                                     ===========    ===========

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

                                      F-3
<PAGE>

                           QUINTEK TECHNOLOGIES, INC.

                  STATEMENTS OF OPERATIONS FOR THE YEARS ENDED

                             JUNE 30, 2003 AND 2002


                                              2003           2002
                                           ----------    ----------

Sales                                         388,888       446,005

Cost of sales                                 261,050       198,696
                                           ----------    ----------

Gross margin                                  127,838       247,309

Operating expenses:
   Selling, general and administrative        601,090       654,621
   Stock-based compensation for services      221,183       453,413
                                           ----------    ----------
       Total operating expenses               822,273     1,108,034
                                           ----------    ----------

Loss from operations                         (694,435)     (860,725)

Other income (expenses):
   Other income                                17,500        25,424
   Gain (loss) on investments                  19,792      (166,112)
   Interest expense                           (43,910)      (49,525)
                                           ----------    ----------
       Total other income (expenses)           (6,618)     (190,213)
                                           ----------    ----------

Net (loss) before income taxes               (701,053)   (1,050,938)


Provision for income taxes                       --             800
                                           ----------    ----------

Net (loss)                                   (701,053)   (1,051,738)
                                           ==========    ==========


Net loss per share:
   Basic and diluted                       ($    0.02)   ($    0.03)

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

                                      F-4
<PAGE>

<TABLE>
<CAPTION>
                           QUINTEK TECHNOLOGIES, INC.

            STATEMENTS OF STOCKHOLDERS' (DEFICIT) FOR THE YEARS ENDED

                             JUNE 30, 2003 AND 2002

                                                         Additional                      Total
                                  Common Stock            Paid-In       Retained      Stockholders'
                               Shares       Amount        Capital        Deficit        Deficit
                            -----------   -----------   -----------    -----------    -----------

<S>                          <C>              <C>        <C>           <C>               <C>
Balance, June 30, 2001       22,237,793       222,378    19,355,796    (20,309,743)      (731,569)

Stock issuances              17,924,215       179,242       741,377           --          920,619

Allowance on subscription
   receivable                      --            --        (100,156)          --         (100,156)

Net (loss)                         --            --            --       (1,051,738)    (1,051,738)
                            -----------   -----------   -----------    -----------    -----------

Balance, June 30, 2002       40,162,008       401,620    19,997,017    (21,361,481)      (962,844)

Stock issuances               6,600,000        66,000       266,383           --          332,383

Warrant issuances                  --            --          20,691           --           20,691

Allowance on subscription
   receivable                      --            --          42,689           --           42,689

Net (loss)                         --            --            --         (701,053)      (701,053)
                            -----------   -----------   -----------    -----------    -----------

Balance, June 30, 2003       46,762,008       467,620    20,326,780    (22,062,534)    (1,268,134)
                            ===========   ===========   ===========    ===========    ===========
</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                      F-5
<PAGE>

<TABLE>
<CAPTION>
                           QUINTEK TECHNOLOGIES, INC.

                  STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED

                             JUNE 30, 2003 AND 2002



                                                          2003          2002
                                                       ----------    ----------
<S>                                                      <C>         <C>

Cash flows from operating activities:
   Net (loss)                                            (701,053)   (1,051,738)
   Adjustments to reconcile net (loss) to net cash
     (used) by operating activities:
       Depreciation and amortization                       46,195        46,000
       Common stock issued for services                   221,183       453,413
       Subscription receivable forgiven for services       42,689          --
(Gain) loss on investment                                 (19,792)      166,112
   (Increase) decrease:
     Accounts receivable                                  (45,906)        6,119
     Inventory                                             53,055       (17,339)
     Other current assets                                  (4,279)       11,913
     Deposits                                               2,599         2,300
   Increase (decrease):
     Accounts payable                                      68,848      (114,135)
     Factoring payable                                    126,890        20,000
     Payroll and payroll taxes payable                     80,806       199,485
     Payroll taxes assumed in merger                         --         (33,520)
     Accrued contingency payable                             --        (100,000)
     Accrued expenses                                      12,746        34,884
     Other current liabilities                                541       (14,495)
     Unearned revenue                                      13,148       (19,708)
                                                       ----------    ----------
           Total adjustments                              598,723       641,029
                                                       ----------    ----------
           Net cash (used) by operating activities       (102,330)     (410,709)

Cash flows from investing activities:
   Purchase of property and equipment                      (5,803)         --
   Proceeds from sale of investment                        19,792          --
   Net (increase) in employee receivables                  (1,199)         --
                                                       ----------    ----------
           Net cash provided by investing activities       12,790          --

Cash flows from financing activities:
   Proceeds from issuance of common stock                 100,000       281,004
   Proceeds from the issuance of convertible bonds           --         129,200
   Payments on convertible bonds                             --         (45,900)
   Borrowing from investee                                   --          36,400
   Payments on borrowing from investee                     (4,100)         --
   Payments received on subscriptions                      12,200         9,534
                                                       ----------    ----------
           Net cash provided by financing activities      108,100       410,238
                                                       ----------    ----------
</TABLE>
    The accompanying notes are an integral part of the financial statements.


                                      F-6
<PAGE>
<TABLE>
<CAPTION>

                           QUINTEK TECHNOLOGIES, INC.

                  STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED

                             JUNE 30, 2003 AND 2002



                                                2003                  2002
                                              -------               -------

<S>                                            <C>                     <C>
Net increase (decrease) in cash                18,560                  (471)

Cash-beginning of year                          2,602                 3,073
                                              -------               -------

Cash-end of year                               21,162                 2,602
                                              =======               =======

Interest paid                                  14,256                21,328
                                              =======               =======

Income taxes paid                                --                    --
                                              =======               =======

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

</TABLE>

Noncash transactions:

During the year ended June 30, 2002,  the Company  determined  that  $100,156 of
subscriptions  receivable  was  uncollectible  and has  written  off the  amount
through additional paid-in capital.

During the year ended June 30, 2002, the Company  exchanged  2,000,000 shares of
its common stock for 2,000,000  shares of the common stock of PanaMed Corp.  The
transaction  was valued at $186,202.  This  investment  was accounted for by the
equity method.

During the year ended June 30,  2003,  the  Company  had the  following  noncash
transactions:

       Increase (decrease)
         Account payable                                          (75,868)
         Payroll and payroll taxes payable                       (252,213)
         Accrued expenses                                         (30,658)
         Convertible bonds                                       (178,810)
         Liabilities in process of conversion to stock            468,669
         Notes payable                                             36,989
         Common stock                                               2,240
         Additional paid-in capital                                29,651


                                      F-7
<PAGE>

<PAGE>

                           QUINTEK TECHNOLOGIES, INC.
                           --------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                             JUNE 30, 2003 AND 2002
                             ----------------------

1.     Summary of Significant Accounting Policies
       This summary of significant  accounting policies of Quintek Technologies,
       Inc.  ("the  Company")  is  presented  to  assist  in  understanding  the
       Company's  financial  statements.  These  accounting  policies conform to
       accounting  principles generally accepted in the United States of America
       and have been  consistently  applied in the  preparation of the financial
       statements.

       a)    Nature 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. At the time of the merger,  PDX was a
             nonoperating  public entity and QTI has no intention of carrying on
             the former operations of PDX.

             The plan was  structured  to  compensate  all related  parties with
             common stock and units.  Each unit consisted of one share of common
             stock,  one  Class A  warrant,  one  Class B  warrant,  one Class C
             warrant  and  one  Class  D  warrant.  PDX  shareholders   received
             unrestricted  units at a ratio of one QTI unit for 25 shares of PDX
             stock,  resulting in a distribution of 310,535 units. PDX creditors
             received  unrestricted  QTI units at a ratio of one QTI unit for $3
             of previous PDX debt,  resulting in a net  distribution  of 885,549
             units.   Chapter  11   administrators   and  consultants   received
             approximately  610,000  unrestricted QTI units,  attorneys received
             220,000  unrestricted  units  and  market-makers  received  200,000
             unrestricted units. QEI shareholders  received 11,096,167 shares of
             restricted common stock.

             On February 24, 2000, the Company  acquired all of the  outstanding
             common stock of Juniper Acquisition  Corporation  ("Juniper").  For
             accounting  purposes,   the  acquisition  has  been  treated  as  a
             capitalization  of the  Company  with the  Company as the  acquirer
             (reverse acquisition). The historical financial statements prior to
             February 24, 2000 are those of the Company.

             The Company was  established for the primary purpose of developing,
             manufacturing,  and  distributing  the 4300  Aperture  Card Imaging
             System technologies,  used for recording digital images on aperture
             card  media  ("the  4300   system").   Aperture  cards  are  small,
             rectangular cards each of which contains a 35mm strip of microfilm,
             which is used for storing  visual  information.  The 4300 system is
             intended to eliminate  the problems of  conventional  aperture card
             manufacturing by producing aperture card media with a chemical free
             process.   The  chemistry  and  fumes  involved  with  conventional
             photographic film development may be

                                      F-8
<PAGE>

1.     Summary of Significant Accounting Policies   (Continued)

             hazardous  and the  waste  material  resulting  from  the  chemical
             process may be considered  hazardous  material.  The Company's 4300
             system  does not use a chemical  process  and does not  produce any
             hazardous material.

       b)    Basis of Accounting
             The Company  reports on the accrual  basis of  accounting  for both
             financial  statement and income tax purposes.  Revenue from product
             sales is  recognized  upon  shipment of the  product.  Revenue from
             services  is  recognized  as the  service  is  provided  using  the
             straight-line  method  over the  life of the  contract.  A  related
             liability is recorded for the unearned  portion of service  revenue
             received.

       c)    Use of Estimates
             The   preparation  of  financial   statements  in  conformity  with
             accounting  principles  generally  accepted in the United States of
             America 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.

       d)    Major Customers
             For the year ended June 30,  2003,  the Company had four  customers
             that  accounted  for more than 55% of  revenue.  For the year ended
             June 30, 2003, revenues from the Company's major customers amounted
             to  approximately  $214,000.  Accounts  receivable from these major
             customers were approximately $69,000 at June 30, 2003. For the year
             ended June 30, 2002,  the Company had one customer  that  accounted
             for more than 10% of  revenue.  For the year ended  June 30,  2002,
             revenues from the Company's major customer amount to  approximately
             $166,000.   Accounts   receivable  from  this  major  customer  was
             approximately $200 at June 30, 2002.

       e)    Major Suppliers
             There are currently only two known suppliers of aperture cards that
             use dry silver film. A continued  supply of aperture  card media is
             crucial  to the  success  of the  Company  because  without  cards,
             customers  have no use for the  Company's  equipment,  services and
             software.

       f)    Concentration of Credit Risk -- Cash
             The  Company  maintains  its cash  balances  in  various  financial
             institutions.  The  balances  are  insured by the  Federal  Deposit
             Insurance  Corporation up to $100,000.  At various times throughout
             the years ended June 30, 2003 and 2002,  the Company has maintained
             balances in excess of federally insured limits.

       g)    Accounts Receivable
             The allowance for bad debts is established  through a provision for
             bad debts charged to expense.  Receivables  are charged off against
             the allowance when management  believes that the  collectibility of
             the account is unlikely.  Recoveries of amounts  previously charged
             off are credited to the allowance.

       h)    Inventory
             Inventory  consists  of parts  and  supplies,  and is stated at the
             lower of cost or market.  Cost is determined  on a FIFO  (first-in,
             first-out) basis.

                                      F-9
<PAGE>
1.     Summary of Significant Accounting Policies   (Continued)

             Inventories are summarized as follows at June 30:

                                                         2003             2002
                                                         ----             ----

                  Parts and supplies                  302,015          355,070
                  Reserve for obsolescence           (297,644)        (297,644)
                                                -------------    -------------
                                                        4,371           57,426
                                                =============    =============

       i)    Property, Equipment, and Depreciation
             Property  and  equipment  are  recorded  at cost.  Depreciation  of
             property and  equipment  is provided  using the  straight-line  and
             accelerated  methods over the  following  estimated  useful  lives:
             Equipment-5  years,  computers and office  equipment-3-7  years and
             furniture and fixtures-7 years.

             Expenditures  for  maintenance  and  repairs  are  charged  against
             operations  when  incurred.  Major  renewals  and  betterments  are
             capitalized.

       j)    Intangible Assets
             The cost of patents and purchased  proprietary  processes  acquired
             are being  amortized  using the  straight-line  method  over  their
             remaining useful lives of 4 years.

       k)    Payroll Taxes-Assumed in Merger
             The Company  assumed  $205,618 of payroll  tax  liabilities  in the
             merger with Pacific  Diagnostic  Technologies,  Inc. The balance at
             June 30, 2003 and 2002 was $123,272.

       l)    Equity Method of Accounting for Investments
             Investments  in  companies  in which the  Company  has a 20% to 50%
             interest  or has  significant  influence  over  the  operating  and
             financial  policies of the investee  are carried at cost,  adjusted
             for the Company's  proportionate share of undistributed earnings or
             losses.

       m)    Research and Development
             Research  and  development  costs are  charged to  operations  when
             incurred  and are  included  in  operating  expenses.  The  amounts
             charged to  operations  for the years  ended June 30, 2003 and 2002
             were $58,000 and $63,600, respectively.

       n)    Advertising
             The  Company  expenses  advertising  costs  as they  are  incurred.
             Advertising  expense was $236 and $-0- for the years ended June 30,
             2003 and 2002, respectively.

       o)    Income Taxes
             The Company accounts for income taxes using the liability  approach
             to financial  accounting  and  reporting.  Current income taxes are
             based on the year's income taxable for federal and state  reporting
             purposes.

             The  Company  has a deferred  tax asset due to net  operating  loss
             carryforwards and temporary taxable  differences due to stock-based
             compensation  for income tax  purposes.  The  deferred tax asset is
             $2,718,450   and   $2,480,092   as  of  June  30,  2003  and  2002,
             respectively.  However, due to the ongoing nature of the losses and
             the potential inability of the Company to ever realize the benefit,
             a valuation allowance has been established for 100% of the deferred
             tax asset. Net operating loss carryforwards expire at various times
             through the year 2022.

                                      F-10
<PAGE>

1.     Summary of Significant Accounting Policies   (Continued)

             The effects of temporary  differences that give rise to significant
             portions of the deferred tax benefit are presented below:

                                                   2003              2002
                                               -----------        ----------

                Net operating loss                 163,156           133,328
                Stock-based compensation            75,202            35,982
                                               -----------        ----------
                                                   238,358           169,310
                Less-valuation allowance          (238,358)         (169,310)
                                               -----------        ----------

                Total                                 -                 -
                                               ===========        ==========

       p)    Stock-Based Compensation
             The  Company   accounts  for  stock-based   employee   compensation
             arrangements   in  accordance   with  the  provisions  of  APB  25,
             Accounting  for Stock Issued to  Employees,  and complies  with the
             disclosure  provisions  of SFAS  123,  Accounting  for  Stock-Based
             Compensation.  Under APB 25,  compensation cost is recognized based
             on the  difference,  if any, on the date of grant  between the fair
             value of the Company's stock and the amount an employee must pay to
             acquire the stock.

             The  Company's  board of  directors  authorized  a stock  award and
             long-term  incentive plan which includes stock appreciation  rights
             and certain stock incentive  awards.  Nothing has been issued under
             the plan and the plan has not been approved by the  shareholders as
             of June 30, 2003.

       q)    Net Loss Per Share
             Basic net loss per share is based on the weighted average number of
             common shares  outstanding of 39,170,392 and 33,950,872 at June 30,
             2003 and 2002,  respectively.  The basic and diluted  earnings  per
             share calculations are the same.

             Securities  that  were  not  included  in the  earnings  per  share
             calculation   because  they  were   antidilutive   consist  of  the
             convertible bonds, stock options, and warrants. If these items were
             included,  they would increase weighted average shares  outstanding
             by 419,726 at June 30, 2002.

       r)    Recent Accounting Pronouncements
             In July 2001,  the  Financial  Accounting  Standards  Board  (FASB)
             issued  Statement  of  Financial   Accounting  Standards  No.  141,
             "Business  Combination"  ("SFAS  141") and  Statement  of Financial
             Accounting  Standards  No.  142,  "Goodwill  and  Other  Intangible
             Assets" ("SFAS 142").  SFAS 141 requires all business  combinations
             to be accounted for using the purchase  method of accounting and is
             effective for all business  combinations  completed  after June 30,
             2001.  SFAS 142 requires the use of a  nonamortization  approach to
             account for  purchased  goodwill and certain  intangibles.  Under a
             nonamortization approach, goodwill and certain intangibles will not
             be  amortized  into  results of  operations,  but  instead  will be
             reviewed for  impairment and written down and charged to results of
             operations  only in the  periods  in which  the  recorded  value of
             goodwill and certain  intangibles is more than its fair value.  The
             provisions  of each  statement  were  adopted on July 1, 2002.  The
             adoption of this  statement  did not have a material  impact on the
             Company's financial position or results of operations.


                                      F-11
<PAGE>

1.     Summary of Significant Accounting Policies   (Continued)

             In June 2001,  Statement of Financial Accounting Standards No. 143,
             "Accounting  for Asset  Retirement  Obligations"  ("SFAS  143") was
             issued. SFAS 143 addresses  financial  accounting and reporting for
             legal  obligations  associated  with  the  retirement  of  tangible
             long-lived  assets and the associated  retirement costs that result
             from the  acquisition,  construction,  or  development  and  normal
             operation of a long-lived  asset.  Upon  initial  recognition  of a
             liability for an asset retirement obligation,  SFAS 143 requires an
             increase in the carrying  amount of the related  long-lived  asset.
             The asset  retirement  cost is  subsequently  allocated  to expense
             using a systematic and rational method over the assets useful life.
             SFAS 143 was  effective for fiscal years  beginning  after June 15,
             2002. The adoption of this statement did not have a material impact
             on the Company's financial position or results of operations.

             In August 2001,  the Financial  Accounting  Standards  Board (FASB)
             issued Statement of Financial  Accounting  Standards Board No. 144,
             "Accounting  for the Impairment of Disposal of Long-Lived  Assets."
             SFAS 144  addresses  financial  accounting  and  reporting  for the
             impairment of long-lived assets and for the long-lived assets to be
             disposed  of. SFAS 144 was  required  for adoption for fiscal years
             beginning  after December 15, 2001 and interim periods within those
             fiscal  years.  The  adoption  of this  statement  did  not  have a
             material impact on the Company's  financial  position or results of
             operations.

             In April 2002,  the  Financial  Accounting  Standards  Board (FASB)
             issued Statement of Financial  Accounting  Standards Board No. 145,
             Rescission  of FASB  Statement  4, 44,  and 64,  Amendment  of FASB
             Statement No. 13 and Technical Corrections (FASB 145). SFAS 145 was
             required for adoption for fiscal years beginning May 15, 2002, with
             early  adoption  of the  provisions  related to the  rescission  of
             Statement 4 encouraged. The adoption of this statement did not have
             a material impact on the Company's financial position or results of
             operations.

             In July 2002,  the  Financial  Accounting  Standards  Board  (SFAS)
             issued Statement of Financial  Accounting  Standards Board No. 146,
             "Accounting for Restructuring Costs" ("SFAS 146"). SFAS 146 applies
             to   costs   associated   with   and   exit   activity   (including
             restructuring)  or with a  disposal  of  long-lived  assets.  Those
             activities  can  include  eliminating  or reducing  product  lines,
             terminating   employees  and  contracts,   and   relocating   plant
             facilities  or  personnel.  Under SFAS 146, a company will record a
             liability for a cost associated with an exit disposal activity when
             that liability is incurred and can be measured at fair value.  SFAS
             146 was  effective  prospectively  for exit or disposal  activities
             initiated   after   December  31,  2002,   with  earlier   adoption
             encouraged.   Under  SFAS  146,  a  company  may  not  restate  its
             previously  issued  financial  statements  and  the  new  Statement
             grandfathers  the  accounting  for  liabilities  that a company had
             previously  recorded  under EITF issue 94-3.  The  adoption of this
             statement did not have a material impact on the Company's financial
             position or results of operations.

       s)    Reclassifications
             Certain  accounts in the prior year financial  statements have been
             reclassified to conform with the current year presentation.

                                      F-12
<PAGE>

2.     Going Concern

       The  accompanying  financial  statements have been prepared in conformity
       with  accounting  principles  generally  accepted in the United States of
       America,  which  contemplate  continuation  of  the  Company  as a  going
       concern;  however, the Company has sustained substantial operating losses
       and has been  advised of an inquiry by the SEC as described in Note 7(d).
       In view of these matters, realization of a major portion of the assets in
       the accompanying  balance sheet is dependent upon continued operations of
       the Company,  which in turn is dependent  upon the  Company's  ability to
       meet  its  financing   requirements,   and  the  success  of  its  future
       operations.

       Management  is not certain  that  current  cash and cash  generated  from
       operations  will be sufficient to meet its  anticipated  cash needs until
       the end of its fiscal  year.  Accordingly,  the Company  will  require an
       additional capital infusion or revenues from additional sales to continue
       operations.  Management  is not  certain if  additional  capital or sales
       proceeds  will  become  available  and  is  considering  other  strategic
       alternatives,  which  may  include  a  merger,  asset  sale,  or  another
       comparable transaction,  or financial  restructuring.  If unsuccessful in
       completing a strategic transaction,  the Company may be required to cease
       operations.
<TABLE>
<CAPTION>

3.     Employee Receivables                                                      2003              2002
                                                                             -----------        ----------
<S>                                                                              <C>               <C>
             Notes receivable from officers, unsecured,
             due on June 30, 2019, plus interest at 4%                           382,754           351,625

             Interest receivable in connection with
             above notes receivable                                                4,425            23,755
                                                                             -----------        ----------
                                                                                 387,179           375,380
             Valuation allowance                                                (383,580)         (372,980)
                                                                             -----------        ----------
                                                                                   3,599             2,400
                                                                             ===========        ==========
</TABLE>

4.     Investments
       The investments  held by the Company consist of a 49% ownership  interest
       in Qtek Aperture Card AB, a Swedish  corporation and a 8.54% ownership in
       PanaMed  Corp.  The  investment in Qtek is accounted for using the equity
       method of accounting  due to the  significant  influence that the Company
       has over its investee. The PanaMed investment was accounted for using the
       equity method for the year ending June 30, 2002; however,  the Company no
       longer has significant influence over this entity. The PanaMed investment
       is accounted for at cost,  which is zero. The market value of the PanaMed
       shares the Company holds is approximately $215,000.

                                      F-13
<PAGE>

       Pertinent financial  information for Qtek Aperture Card AB as of June 30,
2003 and 2002, is as follows:

                                          2003*               2002
                                         -------             -------
             Balance sheet:
Assets                                      --               123,047
                                         =======             =======

Liabilities                                 --                76,049
Equity                                      --                46,998
                                         -------             -------
                                            --               123,047
                                         =======             =======
Income statement:
Revenue                                     --               165,000
Expenses                                    --               124,000
                                         -------             -------
Net loss                                                      41,000
                                         X  --               X    49%
                                         -------             -------

Company's share of net income               --                20,090
                                         =======             =======

       *2003 data is unavailable.

4.     Investments   (Continued)

       Pertinent financial information for PanaMed Corp. as of June 30, 2002, is
as follows:
<TABLE>
<CAPTION>

<S>                                                                              <C>
             Balance sheet:
             Assets                                                              110,416
                                                                            ============

             Liabilities                                                         362,398
             Equity                                                             (251,982)
                                                                            ------------

                                                                                 110,416

             Income statement:
             Revenue                                                                -
             Expenses                                                         (4,100,109)
                                                                            ------------

             Net loss                                                          4,100,109
                                                                            x       8.54%

             Company's share of net income                                       350,347
                                                                            ============

             Company's share of net loss limited to
                its investment                                                   186,202
                                                                            ============

                                      F-14
<PAGE>

5.     Note Payable
                                                              2003               2002
                                                         -------------      ------------

             Note payable to PanaMed, Inc. at 9%,
             due on demand, unsecured.                          32,300            36,400
                                                         =============      ============
</TABLE>


<TABLE>
<CAPTION>

6.     Convertible Bonds
       Convertible bonds consists of the following:
<S>                                                                              <C>               <C>
             Bonds  payable with  interest at 9%, due on various
             dates in 2002, convertible  to shares of common stock
             in  increments  of $1,000 or more at rates ranging
             from $0.06 - $1.00 per share.                                       110,554           249,364

             Bonds payable with interest at 12%, due July 2002,
             convertible  to shares of common stock in increments
             of $500 or more at rates ranging
             from $0.05 - $0.75 per share.                                        41,141            81,141
                                                                           -------------      ------------
                                                                                 151,695           330,505
                                                                           =============      ============
</TABLE>

       The majority of  outstanding  convertible  bonds expired  before June 30,
       2002.  The  bondholders do not wish to renew the bonds and have asked for
       payment.  However,  the  Company  does not  have the cash to repay  these
       bonds.



                                      F-15
<PAGE>

6.     Convertible Bonds   (Continued)

       Bondholders  have  been  asked  to  exchange  their  bonds  for  Series B
       preferred  stock.  As of June 30, 2003,  holders of $198,000 of the bonds
       including accrued interest had acted on this. The $198,000 is included in
       the liability section of the financials under  "Liabilities in Process of
       Conversion to Stock," since the preferred stock has not been issued.

7.     Commitments and Contingencies

       a)    Operating Leases
             The  Company  leases  its  California   office   facility  under  a
             noncancelable  operating  lease that requires  total monthly rental
             payments  of $2,846.  The lease  expired on March 31,  2002 and the
             Company has  exercised the option to extend the lease an additional
             24 months. The lease contains a rental payment escalation clause.

             The Company leases its Idaho office facility under a month-to-month
             rental agreement at $1,384 per month.

             For the years ended June 30, 2003 and 2002,  rent expense for these
             operating leases totaled $45,279 and $49,848, respectively.

             Minimum future rental  payments under the  noncancelable  operating
             lease is as follows:

                             Year ended June 30,

                                          2004                    25,614
                                                           =============

       b)    Purchase Obligation
             The  Company  has  established  a  licensing  agreement  with  Qtek
             Aperture Card AB. Under the  agreement,  the Company is required to
             purchase  at least 25 of the Q4305 units at  approximately  $18,000
             each before June 30,  2004.  As of June 30,  2003,  the Company had
             purchased 15 units under the agreement.

       c)    Income Tax Return Filings
             The Company has not filed income tax returns for several years. Due
             to operating  losses,  income tax liability and penalties would not
             be substantial.  However, the State of California could potentially
             revoke the Company's charter if the Company does not become current
             on its income tax return filings.

       d)    Securities and Exchange Commission Inquiry
             On September 17, 2002,  the Company was advised by the staff of the
             U.S.  Securities and Exchange  Commission  that they will recommend
             that the  Commission  file civil  injunctive  lawsuits  against the
             Company and its  president,  Thomas W. Sims. The suits would allege
             that the Company  violated  Section 17(a) of the  Securities Act of
             1933 and Sections 10(b) and 13(a) of the Securities Exchange Act of
             1934 and  Rules  10b-5,  13a-1,  and  13a-13,  based  on false  and
             misleading statements in press releases disseminated by the Company
             on October 22, 2001 and October 25, 2001,  regarding  the Company's
             investment in PanaMed Corp. and the press releases  disseminated on
             January 8, 2002 and March 20,  2002,  and  failure  to timely  file
             annual and quarterly reports with the Commission.

                                      F-16
<PAGE>

7.     Commitments and Contingencies   (Continued)

             On March 25, 2003, the Company signed, without admitting or denying
             the  allegations,  a proposed  settlement  agreement  with the U.S.
             Securities and Exchange Commission, which permanently restrains and
             enjoins the Company  from  engaging in acts which would  constitute
             violations of these regulations in the future.

       e)    Lawsuit
             On September  19,  2002,  First  Horizon Loan Corp.  filed suit for
             damages for breach of a lease  agreement for the  Company's  former
             sales  offices in  Fairfax,  Virginia.  The suit  alleges  that the
             Company  breached  the lease when the Fairfax  office was closed in
             July 2000 and lease payments were stopped. In May 2003, the Company
             and First  Horizon  reached a settlement  in which the total sum of
             $20,000 is to be paid to First Horizon over a nine-month  period of
             time.

8.     Stockholders' Deficit

       a.    Common Stock and Warrants
             The Company  has  authorized  50 million  shares of $0.01 par value
             common stock. 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.  At June 30, 2003, there were
             46,762,008  shares of common stock issued and  outstanding.  During
             the year ended June 30, 2003, the Company  established  the Class L
             warrants and  initiated  the process of  establishing  the Series A
             Preferred stock which underlies these warrants.

             During the third  quarter of the fiscal  year ended June 30,  2003,
             the Company  established  the Class L warrants  with the  following
             general  terms;  1)  exercise  price  of 25  cents  per  share,  2)
             expiration  date of January  14,  2005,  and 3) Series A  Preferred
             stock designated as underlying stock.  During this same period, the
             Company  initiated an exchange  program  with the existing  Class J
             Warrant  holders in which the Company offered to exchange one Class
             L  Warrant  for two  Class J  warrants,  with the  exchange  number
             rounded up to the next whole number in cases where an odd number of
             Class J warrants were submitted for exchange.  For each class,  the
             number of warrants outstanding, the strike price and the expiration
             dates are as follows:

                  Class J- 6,458,384  warrants on restricted stock with a strike
                  price of $1.00 per share, expiring on January 14, 2004.

                  Class L- warrants  were  established  in March  2003,  with an
                  exercise  price  of $.25  per  share,  an  expiration  date of
                  January 14, 2005 and Series A Preferred as  underlying  stock.
                  As of June 30,  2003,  holders  of Class J  warrants  totaling
                  6,126,861 shares of common stock have agreed to exchange their
                  warrants  for  3,063,431  Class  L  warrants  (a two  for  one
                  exchange ratio).

             Warrants E, F, G, and I expired on March 31,  2002.  Warrants B, C,
             and D expired on July 31, 2002. Warrants H expired October 1, 2002.

       b.    Common Stock Reserved
             At June 30,  2003,  common  stock was  reserved  for the  following
             reasons:

                                      F-17
<PAGE>

8.     Stockholders' Deficit   (Continued)


       Conversion of bonds                               1,695,728 shares

       Exercise of Class J warrants classified as
         stock options                                   3,063,431 shares

       Exercise of Class J warrants                        331,523 shares


       c.    Stock Option Agreements
             The Company has granted  fixed  employee  stock-based  compensation
             options.  The fixed option agreements typically have a maximum term
             of 5 years  and are fully  vested  at the date of  grant.  The fair
             value of each option  granted is  estimated on the grant date using
             the  Black-Scholes  Model.  The following  assumptions were made in
             estimating fair value.

                                                                   Fixed
                                                                  Options

                  Dividend yield                                  0.00%
                  Risk-free interest rate                         3.40%
                  Expected life                                   5 years
                  Expected volatility                              180%

             Had  compensation  cost been  determined on the basis of fair value
             pursuant to FASB  Statement  No.  123,  net loss and loss per share
             would not have been reduced  because no options were issued  during
             the years ended June 30, 2003 and 2002.

             The  Company  applies APB  Opinion 25 in  accounting  for its fixed
             stock compensation. Compensation cost charged to operations for the
             year ended June 30, 2003 and 2002 was $.

             Following is a summary of the status of the stock option agreements
             during the year ended June 30, 2003:

                                            Number of        Weighted Average
                                            Shares             Exercise Price

Outstanding at July 1, 2002                  2,015,000          $   1.01

Granted                                           --                 --
Exercised                                         --                 --
Forfeited                                         --                 --
                                             ---------          ----------

Outstanding at June 30, 2003                 2,015,000              1.01
                                             ---------          ----------

Options exercisable at June 30, 2003         2,015,000              1.01
                                             =========          ==========


                                      F-18
<PAGE>

8.     Stockholders' Deficit   (Continued)

             Following is a summary of the status of the stock option agreements
outstanding at June 30, 2003:
<TABLE>
<CAPTION>
                                                      Weighted Average        Weighted
                                                         Remaining               Average
             Exercise Price Range        Number       Contractual Life      Exercise Price
             --------------------      ---------      ----------------      --------------
<S>          <C>                       <C>                <C>                    <C>
             $1.00 - $4.00             2,015,000          19 months              $1.01
</TABLE>

             Pending stock transactions needing shareholder approval:

             Series A Preferred Stock

             During the third  quarter of the fiscal  year ended June 30,  2003,
             the  board  of  directors  allocated  7,000,000  shares  out  of an
             authorized  10,000,000  shares  of  Preferred  stock  to be used to
             establish  Series A Preferred  stock with general  terms as defined
             below: Par value - $0.00;  Liquidation Preference - $0.25 per share
             plus any  unpaid  accumulated  dividends;  Dividends  -  cumulative
             annual rate of $0.005 per share; Conversion Rights - convertible to
             common stock at a 1:1 ratio if and when a majority of the Company's
             shareholders  vote to  approve an  increase  in  authorized  common
             shares from  50,000,000  to  200,000,000;  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;  Voting  Rights - one vote per
             share on all matters requiring shareholder vote.

             Prior to issuing the Series A  Preferred  stock,  the Company  will
             need to modify its articles of incorporation and obtain approval on
             such changes  from a majority of the  shareholders.  A  shareholder
             meeting is scheduled  for later this year to vote on this and other
             corporate matters.

             Series B Preferred Stock

             During the third  quarter of fiscal year ended June 30,  2003,  the
             board of directors  allocated  1,613,680  shares out of a remaining
             authorized  3,000,000  shares  of  Preferred  stock  to be  used to
             establish  Series B Preferred stock with the following  terms:  Par
             Value - $0.00;  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 our Board of  Directors;
             Conversion  Rights -  convertible  to  common  stock at a 1:5 ratio
             (i.e.  1 share of  Preferred  Series B stock  is  convertible  to 5
             shares of common  stock) if and when a  majority  of the  Company's
             shareholders  vote to  approve an  increase  in  authorized  common
             shares from  50,000,000  to  200,000,000;  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;  Voting  Rights - one vote per
             share on all matters requiring shareholder vote.

             Prior to issuing the Series B  Preferred  stock,  the Company  will
             need to modify its articles of incorporation and obtain approval on
             such changes  from a majority of the  shareholders.  A  shareholder
             meeting is scheduled  for later this year to vote on this and other
             corporate matters.

                                      F-19
<PAGE>
             Liabilities in process of conversion to stock:
             The Company has entered into  agreements  with various  vendors and
             employees  to  convert  their   liabilities  into  the  above,  two
             preferred  series of stock pending approval of same. The conversion
             rate varies.

9.     Related Party Transactions
       During the year ended June 30, 2003,  the Company sold aperture  cards to
       Qtek Aperture Card AB, a related party, for $13,397.

       During the year ended June 30, 2002,  the Company sold aperture  cards to
       Qtek Aperture Card AB, a related party, for $1,884.

       Included  in  factoring  payable  at June 30,  2003 is  $20,000  due to a
stockholder.

10.    Factoring Payable
       The Company has entered into an agreement with a factoring  company ("the
       Factor") to factor purchase orders with recourse. The Factor funds 97% or
       90% based upon the status of the purchase order. The Factor has agreed to
       purchase up to $4,800,000 of qualified  purchase  orders over the term of
       the  agreement;  however,  the Factor does not have to purchase more than
       $200,000 in any given month.  The agreement  term is from June 2, 2003 to
       June 2, 2005. The Company will 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 will be discounted 50% in computing the shares
       to be issued in payment of the late fee.

       The Company has agreed to issue the Factor 1,500,000 warrants to purchase
       the  Company's  stock as a fee for the  factoring  agreement.  The  stock
       issued under the warrants can be purchased at the average  closing  price
       of the Company's stock for the 90 days prior to the factoring  agreement.
       The Company has also issued the Factor  bonus  warrants.  The Factor will
       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.
       Both warrants are for a five year period.

       At June 30, 2003 and 2002, the Company had a factoring payable balance of
$146,890 and $20,000, respectively.

11.    Subsequent Events
       In August  2003,  the Company  issued  200,000  shares of common stock as
       payment for services.  The value of this transaction was determined to be
       $8,000.

12.    Fair Values of Financial Instruments
       The  following  methods and  assumptions  were used to estimate  the fair
value of financial instruments:

       Cash and Cash  Equivalents.  The carrying  amount reported in the balance
       sheet for cash and cash equivalents approximates its fair value.

       Accounts Receivable and Accounts Payable. The carrying amount of accounts
       receivable and accounts  payable in the balance sheet  approximates  fair
       value.

       Short-Term and Long-Term Debt (including factoring payable). The carrying
       amount of the revolving credit facility approximates fair value.

       The carrying amounts of the Company's  financial  instruments at June 30,
2003, approximate fair value.
                                      F-20