SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-KSB

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


For the fiscal year ended December 31, 2004


Commission file number  33-28465-LA

                         QUIKBYTE SOFTWARE, INC.
                         -------------------------
             (Exact name of registrant as specified in its charter)

         Colorado                             33-0344842
         --------                             ----------
(State   or other jurisdiction of           (I.R.S. Employer
incorporation or organization)               Identification No.)

7609 Ralston Road, Arvada, Colorado                          80002
- ----------------------------------------------               -----
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number,
  including area code                         (303) 422-8127
                                              --------------



               Securities registered pursuant to Section 12(g) of the Act:

                                           None
                                     (Title of Class)

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


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act) [ ] Yes  [X] No

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

     As of December 31, 2004,  142,049,012  common shares were outstanding.  The
aggregate  market value of the 97,549,012  common shares of Quikbyte  Software,
Inc. held by non-affiliates was none at December 31, 2004.

             APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. [ ] Yes  [ ] No NOT APPLICABLE

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

The number of shares outstanding of each of the registrant's classes of
common stock, as of December 31, 2004: 142,049,012.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                     NONE




                         TABLE OF CONTENTS

PART I                                                                     Page

         Item 1. Description of Business                                      1
         Item 2. Description of Property                                      5
         Item 3. Legal Proceedings                                            5
         Item 4. Submission of Matters to a Vote of Security Holders          6

PART II

         Item 5. Market for Common Equity and Related Stockholder Matters     6
         Item 6. Management's Discussion and Analysis or Plan of Operation    8
         Item 7. Financial Statements                                         11
         Item 8. Changes in and Disagreements With Accountants on Accounting  11
                 and Financial Disclosure
         Item 8a Controls and Procedures                                      11
         Item 8b Other Information                                            11

PART III

         Item 9. Directors, Executive Officers, Promoters and Control
                 Persons; Compliance with Section 16(a) of the Exchange Act   12
         Item 10. Executive Compensation                                      13
         Item 11. Security Ownership of Certain Beneficial Owners and
                  Management                                                  14
         Item 12. Certain Relationships and Related Transactions              16
         Item 13. Exhibits and Reports on Form 8-K                            17
         Item 14. Principal Accountant Fees and Services                      17


SIGNATURES                                                                    18


                                        2

                             QUIKBYTE SOFTWARE, INC.
                                    FORM 10-K

                                     PART I

ITEM 1 BUSINESS

(a) General Development of Business


     QuikByte Software,  Inc. (the "Registrant") was incorporated under the laws
of the State of  Colorado  in  January  1989,  to develop  and  market  computer
software.

     The Company  completed its initial public offering of securities on October
11, 1989, in which it sold a total of 30,000,000  Units, each Unit consisting of
one share of Common  Stock,  one Class A and one Class B Common  stock  Purchase
Warrant,  to approximately 200 public investors.  The Company received proceeds,
net of  commissions  and expenses of the offering,  of $220,378 from the sale of
the Units. The Class A Warrants were exercisable to purchase one Common Share at
$.02 through April 10, 1992.  The Class B Warrants were  exercisable to purchase
one Common  Share at $.02  through  October  10,  1992.  A Total of  3,550,000 A
Warrants were exercised for net cash of $69,851 in 1990. An additional  exercise
of  warrants  (6,150,000)  was made in 1991 for  $122,385  in net  proceeds  for
2,149,012  common  shares.  The company  also  completed  a Private  Offering of
$121,835 (net) in 1991.

     The Company was engaged in the development, marketing and sales of computer
software programs,  i.e.  compilers and compiler related software,  as described
below. At December 31, 1990,  the company had completed development of its first
principal  product, a compiler for the Pascal  programming  language,  which the
Company calls QuikByte Pascal.

     A the time the Company's  initial  public  offering  commenced in September
1989,  management  had  identified  five elements which remained to be completed
prior to releasing the product to market,  and estimated  that the Company would
be in a position to begin  marketing  and selling  QuikByte  Pascal  within four
months following receipt of funding upon completion of the public offering.  The
Company  anticipated that completion of the product would require two months for
final  testing  and  product   completion  and  an  additional  two  months  for
introduction of the product to market.  However, delays were encountered and the
Company did not meet these  target  dates.  On a number of  occasions  after the
initial public  offering,  the Company set completion  dates into 1992. which it
failed to meet.  Ultimately,  the  Company  ran out of capital and was unable to
remain in operation and was dormant since 1992.

The company had no business operations at year end 2004, no revenues and no
assets.  The company wrote off its software efforts as obsolete.
                                        3







The Registrant was inactive in 2004.

The Registrant has not been involved, during the year ended December 31, 2004 in
any bankruptcy, receivership or similar proceedings.

(a) (2) Not applicable

(b) Financial Information About Industry Segments.
    ----------------------------------------------

At the end of the fiscal year ended  December 31, 2004,  the  Registrant did not
operate in any segments.  However, the Registrant did not realize any revenues.
See financial statements for expenses related to the various operations.

(c) Narrative Description of Business.
    ----------------------------------

(c) (1) (i) The Registrant was  incorporated in the State of Colorado on January
26, 1989 to engage in any business that was deemed appropriate in the discretion
of its officers and directors. Since inception, the Registrant and completed its
initial public offering in 1989, and subsequently completed a warrant offering
pursuant to a registration statement.

With its public offering in 1989 and warrant exercises and secondary offering in
1990, the company attempted to develop its proprietory software products, but
was never able to complete a marketable product from which to achieve revenues.
The company never developed any revenues.  The company's initial business plan
failed in 1991 and the company has been inactive since 1991.









Employees

     The  Company  has no  employees.  The  Company's  President,  has agreed to
allocate  a  portion  of his  time to the  activities  of the  Company,  without
compensation. This officer anticipates that the business of the Company will use
less than 20 hours per month. The business affairs of the Company. Consequently,
conflicts of interest may arise with respect to the limited time  commitment  by
such officer.

(c) (1) (xiii) The Registrant employs no one. Its president engaged
part-time in administrative activities as officers of the Registrant.

ITEM 2 PROPERTIES

Audit Requirements

The  Company has no  properties  and at this time has no  agreements  to
acquire any  properties.

     The Company's mailing address is 7609 Ralston Road,  Arvada, CO 80002 which
is the office of the Company's  legal  counsel.  This address is provided to the
Company on a rent free basis and it is anticipated  that this  arrangement  will
remain  until  such time as the  Company  successfully  consummates  a merger or
acquisition.  Management  believes that this address  arrangement  will meet the
Company's needs for the foreseeable future. No office space is needed.

ITEM 3 LEGAL PROCEEDINGS

There are no pending legal proceedings against the Registrant.

                                       5





ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No  matters  were  submitted  by the  Company  to a vote  of the  Company's
shareholders through the solicitation of proxies or otherwise, during the fiscal
year covered by this report.

                                         PART II

ITEM 5   MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY
         HOLDER MATTERS

The the Registrant's common stock was not quoted in the over-the-counter  market
or Pink Sheets in the past fiscal year or 2004.

The Registrant's stock had no active quote during the past fiscal year.

(b)(1) The approximate number of record  shareholders of the Registrant's common
stock on December 31, was approximately 220, but beneficial owners exceed 300.

(b)(2) Not applicable.

(c)(1) The Registrant has paid no dividends with respect to its common stock.
There are no contractual restrictions on the Registrant's present or future
ability to pay dividends.

(c) (2) Not applicable since the Registrant has not had earnings which indicate
an ability to pay cash dividends. The Registrant does not expect to pay
dividends in the foreseeable future.


        Effective  August 11, 1993, the Securities and Exchange Commission  (the
"Commission")  adopted Rule 15g-9,  which established the definition of a "penny
stock," for purposes relevant to the Company,  as any equity security that has a
market price of less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions.  For any transaction involving a
penny  stock,  unless  exempt,  the rules  require:  (i) that a broker or dealer
approve a person's account for transactions in penny stocks;  and (ii) that the
broker  or  dealer  receive  from  the  investor  a  written  agreement  to  the
transaction,  setting  forth the  identity and quantity of the penny stock to be
purchased.  In order to approve a person's  account for  transactions  in penny
stocks,  the  broker  or  dealer  must  (i)  obtain  financial  information  and
investment  experience and objectives of the person;  and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that person
and that person has sufficient  knowledge and experience in financial matters to
be capable of evaluating the risks of transactions  in penny stocks.  The broker
or dealer  must also  deliver,  prior to any  transaction  in a penny  stock,  a
disclosure  schedule  prepared  by the  Commission  relating  to the penny stock
market,  which,  in highlight form, (i) sets forth the basis on which the broker
or dealer made the suitability determination; and (ii) states that the broker or
dealer  received a signed,  written  agreement  from the  investor  prior to the
transaction.  Disclosure  also has to be made  about the risks of  investing  in
penny  stock in both  public  offerings  and in  secondary  trading,  and  about
commissions payable to both the broker-dealer and the registered representative,
current  quotations for the securities and the rights and remedies  available to
an  investor  in cases of fraud in penny stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.

                                       6



        In order to be included  in NASDAQ's  SmallCap  Market,  a company  must
satisfy the requirements described below. A company must meet one or more of the
following three requirements:  (i) net tangible assets of $4 million ($2 million
for continued inclusion);  (ii) have a market capitalization of $50 million ($35
million for continued inclusion); or (iii) have net income (in the latest fiscal
year or two of the last three fiscal years) of $750,000  ($500,000 for continued
inclusion). In addition, a company must also satisfy the following requirements:
(i) 1 million shares in the public float (500,000 for continued inclusion); (ii)
$5  million  of market  value of the  public  float ($1  million  for  continued
inclusion);  (iii) a minimum bid price of $4 ($1 for continued inclusion);  (iv)
three  market  makers  (two  for  continued  inclusion);  (v)  300  (round  lot)
shareholders;  (vi) an operating history of one year or market capitalization of
$50 million; and (vii) certain corporate governance standards.

        Management  intends to strongly consider  undertaking a transaction with
any merger or acquisition  candidate which will allow the Company's  securities
to be  traded  without  the  aforesaid  limitations.  However,  there  can be no
assurance  that,  upon a  successful  merger or  acquisition,  the Company  will
qualify its securities for listing on NASDAQ or some other national exchange, or
be able to maintain  the  maintenance  criteria  necessary  to insure  continued
listing.  The failure of the Company to qualify  its  securities  or to meet the
relevant  maintenance criteria after such qualification in the future may result
in  the  discontinuance  of the  inclusion  of the  Company's  securities  on a
national exchange.  In such event, trading, if any, in the Company's securities
may then continue in the  non-NASDAQ  over-the-counter  market.  As a result,  a
shareholder  may find it more  difficult  to dispose  of, or to obtain  accurate
quotations as to the market value of, the Company's securities.

                                       7




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


Plan of Operation

        The  Company  intends to seek to  acquire  assets or shares of an entity
actively  engaged in business  which  generates  revenues,  in exchange  for its
securities.  The  Company  has no  particular  acquisitions  in mind and has not
entered into any negotiations  regarding such an acquisition.  As of the date of
this  report,  the  Company  has  no  plans,  arrangements,   understandings  or
commitments  with respect to any  potential  merger or  acquisition,  nor is the
Company  engaged in  negotiations  with respect to such  matter.  For a complete
description  of the Company's  plan of operation,  see Item 1,  "Description  of
Business."

        If required to so do under relevant law,  management of the Company will
seek  shareholder  approval  of a  proposed  merger or  acquisition  via a Proxy
Statement.  However,  such approval would be assured where  management  supports
such a business  transaction  because management  presently controls  sufficient
shares of the Company to effectuate a positive vote on the proposed transaction.
Further,  a  prospective  transaction  may be  structured  so  that  shareholder
approval is not required, and such a transaction may be effectuated by the Board
of Directors  without  shareholder  approval.  While any disclosure which may be
provided to  shareholders  may include  audited  financial  statements of such a
target entity, there is no assurance that such audited financial statements will
be available. The Board of Directors does intend to obtain certain assurances of
value of the target entity assets prior to consummating such a transaction, with
further  assurances  that an audited  statement would be provided within 60 days
after closing of such a transaction.  Closing  documents  relative  thereto will
include representations that the value of the assets conveyed to or otherwise so
transferred will not materially differ from the representations included in such
closing documents, or the transaction will be voidable.

                                       8




RESULTS OF  OPERATIONS  FOR THE YEAR ENDED  DECEMBER  31, 2004  COMPARED TO YEAR
ENDED DECEMBER 31, 2003.

     The Company had no revenues or operations in years ended  December 31, 2004
or 2003.  The Company  incurred no expenses in the years ended December 31, 2004
or in 2003 except  interest  accrual of $763. The company had ($763) net loss in
the year ended December 31, 2004 and 2003. The profit/loss per share was nominal
in 2004 and in 2003.

     Losses should be expected to continue  until a profitable  business can
be achieved through merger,  acquisition,  or development, of which there can be
no assurance.


LIQUIDITY AND CAPITAL RESOURCES

     At year end,  the Company  had no  operating  capital  and is reliant  upon
advances from shareholders or loans  to pay any expenses  incurred.  The Company
had no commitments from any person for advances or loans


     The Company  remains in the  development  stage and, since  inception,  has
experienced  significant  liquidity  problems  and  has no  significant  capital
resources  now at December  31, 2004  The Company has no current  assets and no
other assets at December 31, 2004.

         The  Company  is  unable  to  carry  out any plan of  business  without
funding. The Company cannot predict to what extent its current lack of liquidity
and capital resources will impair the consummation of a business  combination or
whether it will incur further operating losses through any business entity which
the Company may eventually  acquire.  There is no assurance that the Company can
continue as a going concern without substantial  funding,  for which there is no
source.

         The  Company  estimates  it will  require  $25,000  to $30,000 to cover
legal, accounting, transfer and miscellaneous costs of being a reporting company
in the next fiscal  year.  The Company  will have a cash  shortfall  for current
annual costs of at least  $25,000 to $30,000,  for which it has no source except
shareholder loans or contributions, none of which have been committed.

         The  Company  has no cash  for  any  operations.  It will  have to make
private  placements of stock, for which it has no sources,  or obtain loans from
shareholders,  to have  any  cash  for even  limited  operations.  There  are no
committed loan sources at this time.

                                       9



     The Company does not have capital  sufficient  to meet the  Company's  cash
needs,   including  the  costs  of  compliance  with  the  continuing  reporting
requirements  of the  Securities  Exchange Act of 1934. The Company will have to
seek loans or equity  placements to cover such cash needs.  Lack of its existing
capital may be a sufficient impediment to prevent it from accomplishing the goal
of  successfully  executing  its business  plan.  The Company will need to raise
additional funds to conduct its business activities in the next twelve months.

         No commitments to provide additional funds have been made by management
or  other  stockholders.  Accordingly,  there  can  be  no  assurance  that  any
additional  funds  will be  available  to the  Company  to allow it to cover its
expenses as they may be incurred.

         Irrespective   of  whether  the  Company's  cash  assets  prove  to  be
inadequate to meet the Company's  operational  needs,  the Company might seek to
compensate providers of services by issuances of stock in lieu of cash.

         The Company has no plans for any research and  development  in the next
twelve  months.  The Company has no plans at this time for purchases or sales of
fixed assets which would occur in the next twelve months.

         The Company has no expectation or anticipation  of significant  changes
in number of  employees  in the next twelve  months,  however,  if it achieves a
business  acquisition,  it may acquire or add employees of an unknown  number in
the next twelve months.

         The Company's  auditor has issued a "going  concern"  qualification  as
part of his opinion in the Audit Report.

     There is substantial  doubt about the ability of the Company to continue as
a "going  concern." The Company has a new  business,  and minimal  capital,  and
relatively  few  assets,  and  no  capital  commitments.  The  effects  of  such
conditions could easily be to cause the Company's  bankruptcy,  except there are
no assets to liquidate in Bankruptcy.

                                       10



ITEM 7       FINANCIAL STATEMENTS

Financial statements and supporting schedules reporting supplementary financial
information are listed in the Index to Financial Statements filed as a part of
this Form 10-K.

ITEM 8       CHANGES IN ACCOUNTANTS AND DISAGREEMENTS ON ACCOUNTING AND
             FINANCIAL DISCLOSURE

     The Change of Accountants was approved by the Board of Directors.  No audit
committee exists other than the members of the Board of Directors.

In  connection  with audit of the two most recent  fiscal  years and through the
date of termination of the accountants,  no disagreements  exist with any former
accountant  on any  matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope of procedure, which disagreements if not
resolved to the satisfaction of the former  accountant would have caused them to
make  reference  in  connection  with his  report to the  subject  matter of the
disagreement(s).

The audit report by Michael  Johnson & Co.,  LLC. for the period ended  December
31,  2003,   contained  an  opinion  which   included  a  paragraph   discussing
uncertainties  related to  continuation  of the  Registrant as a going  concern.
Otherwise,  the  audit  report by  Michael  Johnson  & Co.,  LLC for the  period
December 31, 2003 did not contain an adverse  opinion or  disclaimer of opinion,
nor was  qualified or modified as to  uncertainty,  audit scope,  or  accounting
principles.

The audit report by Jaspers + Hall,  PC for the period  ended  December 31, 2004
contains an opinion which included a paragraph discussing  uncertainties related
to  continuation  of the  Registrant as a going  concern.  Otherwise,  the audit
report by Jaspers + Hall, PC for the period December 31, 2004 did not contain an
adverse  opinion or disclaimer  of opinion,  nor was qualified or modified as to
uncertainty, audit scope, or accounting principles.

     The principal  accountant's  reports on the financial statements for any of
the past two years  contained no adverse  opinion or a disclaimer of opinion nor
was qualified as to uncertainty, audit scope or accounting principles.



ITEM 8A. Controls and Procedures

Evaluation of Internal and Disclosure Controls
- ----------------------------------------------

     The  management  of the  company has  evaluated  the  effectiveness  of the
issuer's  disclosure  controls and procedures as of the end of the period of the
report  (evaluation  date)  and  have  concluded  that the  disclosure  controls
internal  controls and  procedures  are adequate and effective  based upon their
evaluation.

Item 8b.

Other Information
- -----------------


                                       11



                                         PART III

ITEM 9      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF
             THE REGISTRANT

Set forth below is certain  information  concerning  the  directors  and
executive officers of the Company as of the date of filing this report.

            Name                         Age                      Position
            ----                         ---                      --------

     Reed Clayson                        76               President and Director
                                                          CEO & CFO

        Officers are  appointed by and serve at the  discretion  of the Board of
Directors.  Each  director  holds  office  until  the  next  annual  meeting  of
shareholders  or until a successor has been duly elected and qualified.  Each of
the Company's  officers and directors  devotes only such time as is available to
the  business  of the  Company.  There are no family  relationships  between any
directors or executive officers of the Company.

Biographical Information

REED  CLAYSON:  President & Director  since  2003,  has  Undergraduate  Degrees,
physics and  journalism,  Utah State  University  1953 and 1963.  He is a former
Ph.D. candidate (physics) at UCLA in parallel with full-time employment.  He has
also done graduate work in English and physics at USU.

He has completed  successful  proposals/grant  applications,  often  followed by
project  direction  or support,  for U.S Dept.  of  Interior,  National  Science
Foundation,  DOE INEEL  Laboratory,  DOD, U.S. Vet. Admin.,  US EPA, US Dept. of
Justice, state, and local agencies, and some major commercial firms.

He has been an officer and director in  Evergreen  Associates,  Inc.  2000-2004,
Resource Science, Inc. 2003-2006, Quikbyte Software, Inc. 2003-2006 and Synfuels
Engineering Development, Inc. 1981-Present.


Compliance with Section 16(a) of the Exchange Act

        Section  16(a) of the  Securities  Exchange  Act is not applicable.

Conflicts of Interest

        Members of the  Company's  management  are  associated  with other firms
involved in a range of business  activities.  Consequently,  there are potential
inherent  conflicts of interest in their acting as officers and directors of the
Company.  Insofar as the officers and  directors  are engaged in other  business
activities, management anticipates it will devote only a minor amount of time to
the Company's affairs.

        There can be no assurance that  management will resolve all conflicts of
interest in favor of the Company.

                                       12


(c) Identification of Certain Significant Employees.

     Not applicable.

(d)  No  officer  or  director   of  the   Registrant,   including   controlling
     shareholders, is related to any other such person.

(e)  (1) The business  experience of the Registrant's  officers and directors is
     as follows:

(e)(2)          None

(f)          Not applicable.

(g)          Not applicable.

ITEM 10. EXECUTIVE COMPENSATION

(a)(1)          Cash Compensation for the Fiscal Year Ended December 31, 2004.
                --------------------------------------------------------------

        None  of  the  Company's   officers   and/or   directors   receives  any
compensation for their  respective  services  rendered to the Company,  nor have
they received such compensation in the past. They all have agreed to act without
compensation  until authorized by the Board of Directors,  which is not expected
to occur  until  the  Company  has  generated  revenues  from  operations  after
consummation of a merger or  acquisition.  As of the date of filing this report,
the Company has no funds available to pay officers or directors.  Further,  none
of the  officers or  directors  is  accruing  any  compensation  pursuant to any
agreement with the Company.

        No  retirement,  pension,  profit  sharing,  stock  option or  insurance
programs  or other  similar  programs  have been  adopted by the Company for the
benefit of its employees.


(a)(2)          Bonuses and deferred compensation. Not applicable
                -----------------------------------
                                       13



(b)(1)          Compensation Pursuant to Plans.
                -------------------------------

The Registrant has no annuity, pension, retirement or profit sharing plan in
effect and none is presently contemplated.

Pension Table. Not applicable.
- -------------

Alternative Pension Plan Disclosure. Not applicable.
- ------------------------------------

 Stock Option and Stock Appreciation Right Plans. The Registrant had no
- -----------------------------------------------
stock option and stock appreciation right plans.

 Other compensation. Not applicable.
- --------------------

 Compensation of Directors. Directors do not receive any compensation in
- -------------------------
their capacity as director.


 Standard Arrangements. Members of the board of directors receive no
- ---------------------
remuneration.

 Other arrangements. None.
- --------------------

 Termination of employment and change of control arrangement. None.
- -------------------------------------------------------------

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

(a) Security Ownership of Certain Beneficial Owners as of December 31, 2004.
- ---------------------------------------------------------------------

  The following  table sets forth certain  information  regarding  beneficial
ownership  of the  Company's  Common  Stock as of December  31, 2004 by (i) each
person  who is known by the  Company  to own  beneficially  more  than 5% of the
Company's  outstanding  Common  Stock;  (ii)  each  of the  Company's  executive


                                       14


officers and  directors;  and (iii) all  executive  officers and  directors as a
group.  Except  as  noted,  each  person  or  entity  has sole  voting  and sole
investment power with respect to the shares shown.
NUMBER OF SHARES OWNERSHIP SHAREHOLDERS/BENEFICIAL OWNERS PERCENTAGE - - ---------------------------------------------------------------------------------------------------------- Reed Clayson 0 0 11158 W. 68th Way Arvada, CO 80004 Vanden Capital Group, Inc. 10,000,000 7% 1400 Glenarm Pl. Suite 300 Denver CO Mark R. Nixon 21,500,000 15% 2506 Topanga Akyline Dr. Topanga, CA 90290 Bruno Koch 8,000,000 5.6% 23820 Hawthorne Blvd. Suite 101 Torrance, CA 90503 J.B. Heidebrecht 23,000,000 16% 3621 Garnet St., #1 Torrance, CA 90503 Tri Denver Corp 8,500,000 5.9% 110 16th St. Denver, CO 80202 All directors and executive officers as a group (1 person) 0 0
Each principal shareholder has sole investment power and sole voting power over the shares. 15 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. (a) Transactions With Management and others. ---------------------------------------- None Certain Business Relationships. ------------------------------- Not applicable Indebtedness of Management. --------------------------- Not applicable Transactions with Promoters. ---------------------------- Not applicable. 16 PART IV ITEM 13. EXHIBITS AND REPORTS ON FORM-8K (a) No Exhibits are filed with this Annual Report. (b) Reports on Form 8-K None ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES General. Michael Johnson & Co ("MBJ") was the Company's principal auditing accountant firm in 2004-2005. The Company's Board of Directors has considered whether the provisions of audit services is compatible with maintaining Auditors independence. Jaspers + Hall, PC purchased the accounting practice of Michael Johnson & Co., the company's prior auditor in 2005. Audit Fees. In 2006 MBJ charged the Company $1,750 for the following professional services: audit of the annual financial statements of the Company for the fiscal years ended December 31, 2004 and 2003 and review of the interim financial statements included in quarterly reports for Form 10-QSB for the periods from December 31, 2004 to March 31, 2005. There were no audit related fees in 2003 or 2004. There were no tax fees or other fees in 2003 to 2004 paid to Auditors or Auditors affiliates. The Company's Board acts as the audit committee and had no "pre-approval policies and procedures" in effect for the auditors' engagement for the audit years 2001 and thereafter. All audit work was performed by the auditors' full time employees. 17 FORM 10-K QUIKBYTE SOFTWARE, INC. INDEX OF FINANCIAL STATEMENTS Pages Auditors Report- Michael Johnson & CO F-1 Balance Sheets F-2 Statements of Operations F-3 Statements of Changes in Stockholders Deficit F-4 Statements of Cash Flows F-5 Notes to Financial Statements F-6 - F-7 Quikbyte Software, Inc. (A Development Stage Company) Financial Statements Years Ended December 31, 2004 and 2003 MICHAEL JOHNSON & CO., LLC Certified Public Accountants 9175 East Kenyon Ave., Suite 100 Denver, Colorado 80237 Michael B. Johnson C.P.A. Telephone: (303) 796-0099 Member: A.I.C.P.A. Fax: (303) 796-0137 Colorado Society of C.P.A.s REPORT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM To the Board of Directors of Quikbyte Software, Inc. We have audited the accompanying balance sheet of Quikbyte Software, Inc., as of December 31, 2004, and the related statements of operations, cash flows, and changes in stockholders' equity 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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Quikbyte Software, Inc. at December 31, 2004, and the results of its operations and its cash flows for the year then ended, in conformity, with accounting principles generally accepted in the United States. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, conditions exists which raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. March 31, 2006 Michael Johnson & Co. /s/Michael Johnson & Co. F-1
QUIKBYTE SOFTWARE, INC. (A Development Stage Company) Balance Sheets December 31, 2004 2003 ---------------- -------------- ASSETS; Current Assets: Cash $ - $ - ---------------- -------------- Total Current Assets - - ---------------- -------------- TOTAL ASSETS $ - $ - ================ ============== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable and accrued expenses $ 84,303 $ 84,303 Accrued salaries payable 236,773 236,773 Notes payable 9,537 9,537 Accrued interest payable 9,918 9,155 ---------------- -------------- Total Current Liabilities 340,531 339,768 ---------------- -------------- Stockholders' Equity Preferred stock, $.0001 par value, 100,000,000 shares - - authorized, none issued and outstanding Common stock, $.0001 par value, 500,000,000 shares 14,205 14,205 authorized, 142,049,012 shares issued and outstanding Additional Paid-In Capital 717,171 717,171 Deficit accumulated during the development stage (1,071,907) (1,071,144) ---------------- -------------- Total Stockholders' Equity (Deficit) (340,531) (339,768) ---------------- -------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ - ================ ============== The accompanying notes are an integral part of these financial statements.
F-2
QUIKBYTE SOFTWARE, INC. (A Development Stage Company) Statements of Operations For the Year Ended December 31, January 26, 1989 (Inception) to December 31, 2004 2003 2004 ----------------- ---------------- ---------------- Revenue: $ - $ - $ 269 ----------------- ---------------- ---------------- Total Income - - 269 ----------------- ---------------- ---------------- Operating Expenses: Consulting fees - - 47,500 Depreciation and amortization - - 53,516 Research and development - - 470,932 General and administrative - - 498,334 ----------------- ---------------- ---------------- Total Expenses - - 1,070,282 ----------------- ---------------- ---------------- Other Expenses/Income: Interest Income - - 8,024 Interest Expense (763) (763) (9,918) ----------------- ---------------- ---------------- Net Loss From Operations $ (763) $ (763) $ (1,071,907) ----------------- ---------------- ---------------- Per Share Information: Weighted average number of common shares outstanding 142,049,012 142,049,012 ----------------- ---------------- Basic and diluted net loss per share * * ================= ================ * Less than $.01 The accompanying notes are an integral part of these financial statements.
F-3
QUIKBYTE SOFTWARE, INC. (A Development Stage Company) Statements of Stockholders' Equity (Deficit) December 31, 2004 COMMON STOCKS Additional Total Paid-In Accumulated Stockholders' # of Shares Amount Capital Deficit Equity ----------- ------ ------- ------- ------ Balance - January 26, 1989 - $ - $ - $ - $ - Issuance of stock to founders 55,500,000 5,550 (5,550) - - Issuance of stock for cash 7,000,000 700 32,092 - 32,792 Issuance of stock for services 3,000,000 300 14,700 - 15,000 Issuance of stock for cash 28,500,000 2,850 - - 2,850 Issuance of stock for cash 30,000,000 3,000 217,378 - 220,378 Issuance of stock for warrants - - 100 - 100 Net Loss for Period - - - (74,393) (74,393) ------------ --------- ----------- -------------- ----------- Balance - December 31, 1989 124,000,000 12,400 258,720 (74,393) 196,727 ------------ --------- ----------- -------------- ----------- Issuance of stock for employment 4,400,000 440 98,560 - 99,000 Warrants exercised 3,550,000 355 69,851 - 70,206 Net Loss for Year - - - (424,063) (424,063) ------------ --------- ----------- -------------- ----------- Balance - December 31, 1990 131,950,000 13,195 427,131 (498,456) (58,130) ------------ --------- ----------- -------------- ----------- Warrants exercised 6,150,000 615 122,385 - 123,000 Issuance of stock for employment 1,800,000 180 45,820 - 46,000 Issuance of stock for cash 2,149,012 215 121,835 - 122,050 Net Loss for Year - - - (531,532) (531,532) ------------ --------- ----------- -------------- ----------- Balance - December 31, 1991 142,049,012 14,205 717,171 (1,029,988) (298,612) ------------ --------- ----------- -------------- ----------- Net Loss for Year - - - (763) (763) ------------ --------- ----------- -------------- ----------- Balance - December 31, 1992 142,049,012 14,205 717,171 (1,030,751) (299,375) ------------ --------- ----------- -------------- ----------- Net Loss for Year - - - (763) (763) ------------ --------- ----------- -------------- ----------- Balance - December 31, 1993 142,049,012 14,205 717,171 (1,031,514) (300,138) Net Loss for Year - - - (763) (763) ------------ --------- ----------- -------------- ----------- Balance - December 31, 1994 142,049,012 14,205 717,171 (1,032,277) (300,901) ------------ --------- ----------- -------------- ----------- Net Loss for Year - - - (763) (763) ------------ --------- ----------- -------------- ----------- Balance - December 31, 1995 142,049,012 14,205 717,171 (1,033,040) (301,664) ------------ --------- ----------- -------------- ----------- Net Loss for Year - - - (763) (763) ------------ --------- ----------- -------------- ----------- Balance - December 31, 1996 142,049,012 14,205 717,171 (1,033,803) (302,427) ------------ --------- ----------- -------------- ----------- Net Loss for Year - - - (763) (763) ------------ --------- ----------- -------------- ----------- Balance - December 31, 1997 142,049,012 14,205 717,171 (1,034,566) (303,190) ------------ --------- ----------- -------------- ----------- Net Loss for Year - - - (763) (763) ------------ --------- ----------- -------------- ----------- Balance - December 31, 1998 142,049,012 14,205 717,171 (1,035,329) (303,953) ------------ --------- ----------- -------------- ----------- Net Loss for Year - - - (763) (763) ------------ --------- ----------- -------------- ----------- Balance - December 31, 1999 142,049,012 14,205 717,171 (1,036,092) (304,716) ------------ --------- ----------- -------------- ----------- Net Loss for Year - - - (763) (763) ------------ --------- ----------- -------------- ----------- Balance - December 31, 2000 142,049,012 14,205 717,171 (1,036,855) (305,479) ------------ --------- ----------- -------------- ----------- Net Loss for Year - - - (20,763) (20,763) ------------ --------- ----------- -------------- ----------- Balance - December 31, 2001 142,049,012 14,205 717,171 (1,057,618) (326,242) ------------ --------- ----------- -------------- ----------- Net Loss for Year - - - (12,763) (12,763) ------------ --------- ----------- -------------- ----------- Balance - December 31, 2002 142,049,012 14,205 717,171 (1,070,381) (339,005) ------------ --------- ----------- -------------- ----------- Net Loss for Year - - - (763) (763) ------------ --------- ----------- -------------- ----------- Balance - December 31, 2003 142,049,012 14,205 717,171 (1,071,144) (339,768) ------------ --------- ----------- -------------- ----------- Net Loss for Year - - - (763) (763) ------------ --------- ----------- -------------- ----------- Balance - December 31, 2004 142,049,012 $ 14,205 $ 717,171 $ (1,071,907) $ (340,531) ============ ========= =========== ============== =========== The accompanying notes are an integral part of these financial statements.
F-4
QUIKBYTE SOFTWARE, INC. (A Development Stage Company) Statements of Cash Flows For the Year Ended December 31, Indirect Method January 26, 1989 (Inception) to December 31, 2004 2003 2004 -------------- -------------- ------------- Cash Flows from Operating Activities: Net Loss $ (763) $ (763) $(1,071,907) Stock issued for services - - 160,100 Depreciation and amortization - - 53,516 Write down of computer software - - 173,358 Adjustments to reconcile net loss to net cash used by operating activities Increase in accounts payable and accrued expenses - - 84,303 Increase in interest payable 763 763 9,918 Increase in salaries payable - - 236,773 -------------- -------------- ------------- Net Cash Used by Operating Activities - - (353,939) -------------- -------------- ------------- Cash Flows from Investing Activities: Purchase of property and equipment - - (52,516) Organizational costs - - (1,000) Increase in computer software - - (173,359) -------------- -------------- ------------- Net Cash used in Investing Activities (226,875) ------------- Cash Flows from Financing Activities: Proceeds from notes payable - - 9,537 Proceeds from stock issuance - - 571,277 -------------- -------------- ------------- Net Cash Provided by Financing Activities - - 580,814 -------------- -------------- ------------- Net Increase in Cash & Cash Equivalents - - - Beginning Cash & Cash Equivalents - - - -------------- -------------- ------------- Ending Cash & Cash Equivalents $ - $ - $ - ============== ============== ============= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for Interest $ - $ - $ - ============== ============== ============= Cash paid for Income Taxes $ - $ - $ - ============== ============== ============= The accompanying notes are an integral part of these financial statements.
F-5 Quikbyte Software, Inc. (A Development Stage Company) Notes To Financial Statements December 31, 2004 and 2003 Note 1 - General: Nature of Business QuikByte Software, Inc. (the Company) was incorporated on January 26, 1989 under the laws of the State of Colorado, for the purpose of developing and marketing computer software. The Company was primarily engaged in developing Internet commerce solutions and products for businesses and consumers, and raising equity funding. The Company ceased operations in 1992 and has since remained inactive. Going Concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplates continuation of the Company as a going concern. The Company has no assets and current liabilities exceed current assets by $340,531 and $339,768 as of December 31, 2004 and 2003, respectively. Also the Company has suffered losses of $1,071,907 during the development stage. The future success of the Company is likely dependent on its ability to attain additional capital to develop its proposed products and ultimately, upon its ability to attain future profitable operations. There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive cash flow from operations. Note 2 - Summary of Significant Accounting Policies: Basis of Presentation - Development Stage Company The Company has not earned significant revenue from limited principal operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity (deficit) and cash flows disclose activity since the date of the Company's inception. Basis of Accounting The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considered all cash and other highly liquid investments with initial maturities of three months or less to be cash equivalents. F-6 Quikbyte Software, Inc. (A Development Stage Company) Notes To Financial Statements December 31, 2004 and 2003 Note 2 - Summary of Significant Accounting Policies: Continued Revenue Recognition Revenue from products and services are recognized at the time goods are shipped or services are provided to the customer, with an appropriate provision for returns and allowances. Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. Accrued Salaries Payable Accrued salaries payable consists of deferred/accrued salaries of officers and employees of the Company for the period December 1989 to December 1991. Other Comprehensive Income The Company has no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods. Federal Income Taxes The Company accounts for income taxes under SFAS No 109, which requires the asset and liability approach to accounting for income taxes. Under this approach, deferred income taxes are determined based upon differences between the financial statement and tax bases of the Company's assets and liabilities and operating loss carryforwards using enacted tax rates in effect for the years in which the differences are expected to reverse. Deferred tax assets are recognized if it is more likely than not that the future tax benefit will be realized. Note 3 - Related Party Transactions: Notes Payable - Shareholders Notes payable consist of the following at December 31, 2004 and 2003: Notes Payable to officer of Company, interest at 8%, due on demand, unsecured $9,537 F-7 Quikbyte Software, Inc. (A Development Stage Company) Notes To Financial Statements December 31, 2004 and 2003 Note 4 - Income Taxes: Significant components of the Company's deferred tax liabilities and assets at December 31, 2004 and 2003 are as follows: 2004 2003 ---- ---- Deferred tax assets: Net operating loss carryforwards $1,071,907 $1,071,144 Valuation allowance for deferred tax assets ( 1,071,907) (1,071,144) ------------ ------------ Net deferred tax assets $ 0 $ 0 ============ ============ At December 31, 2004 and 2003, the Company had net operating loss carryforwards of approximately $1,071,907 and $1,071,144 respectively for federal income tax purposes. These carryforwards if not utilized to offset taxable income begin to expire in 2010. Utilization of the net operating loss may be subject to substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. The annual limitation could result in the expiration of the net operating loss before utilization. Note 5 - Capital Stock Transactions: Private placement In March 1989, the Company received cash proceeds in the amount of $35,000 from a private placement of 7,000,000 shares of its $.0001 par value common stock ($.005 per share) to Vanden Capital Group, Inc. (Vanden), a business consulting company. In addition, the Company issued 3,000,000 shares of its $.0001 par value common stock in exchange for the initial, non-refundable $15,000 fee associated with a consulting agreement. Pursuant to the consulting agreement, Vanden also received certain rights to have the 10,000 shares registered under the Securities Act of 1933. Also in March 1989, the Company received cash proceeds totaling $2,850 from a private placement of 28,500,000 shares of its $.0001 par value common stock ($.0001 per share). Public Offering On October 11, 1989, the Company completed a sale to the public of 30,000,000 units (one share of its $.0001 par value common stock, one A warrant and one B warrant), at $.01 per unit, for proceeds of $220,378 (net of offering expenses of $79,622), pursuant to a Registration Statement filed with the Securities and Exchange Commission under the Securities Act of 1933. Common stock warrants During the year ended December 31, 1990, 9,350,000 A warrants and 350,000 B warrants had been exercised resulting in net cash proceeds of $193,206. As of December 31, 2004, there were no common stock warrants outstanding. F-8 Quikbyte Software, Inc. (A Development Stage Company) Notes To Financial Statements December 31, 2004 and 2003 Note 5 - Capital Stock Transactions (Cont): Stock Option Plan In February 1989, the Company issued 55,500,000 shares of its $.0001 par value common stock to officers and directors of the Company and another individual in exchange for the assignment of all rights and interests in a computer program which they developed. The contributors incurred at least $5,500 in research and development costs associated with development of the computer program. The Company has recorded the value of the program at $0. Note 6 - Going Concern: The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplates continuation of the Company as a going concern. The Company has no assets and current liabilities exceed current assets by $340,531 as of December 31, 2004. The future success of the Company is likely dependent on its ability to attain additional capital to develop its proposed products and ultimately, upon its ability to attain future profitable operations. There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive cash flow from operations. Note 7 - Accounting Pronouncements: In March 2005, the FASB issued FASB Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations" ("FIN 47"). FIN 47 provides guidance relating to the identification of and financial reporting for legal obligations to perform an asset retirement activity. The Interpretation requires recognition of a liability for the fair value of a conditional asset retirement obligation when incurred if the liability's fair value can be reasonably estimated. FIN 47 also defines when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. The provision is effective no later than the end of fiscal years ending after December 15, 2005. The Company will adopt FIN 47 beginning the first quarter of fiscal year 2006 and does not believe the adoption will have a material impact on its consolidated financial position or results of operations or cash flows. In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections" ("SFAS 154") which replaces Accounting Principles Board Opinions No. 20 "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements-An Amendment of APB Opinion No. 28." SFAS 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. It establishes retrospective application, or the latest practicable date, as the required method for reporting a change in accounting principle and the reporting of a correction of an error. SFAS 154 is effective for accounting changes and a correction of errors made in fiscal years beginning after December 15, 2005 and is required to be adopted by the Company in the first quarter of 2006. The Company is currently evaluating the effect that the adoption of SFAS 154 will have on its results of operations and financial condition but does not expect it to have a material impact. F-9 Quikbyte Software, Inc. (A Development Stage Company) Notes To Financial Statements December 31, 2004 and 2003 Note 7 - Accounting Pronouncements: In June 2005, the Emerging Issues Task Force, or EITF, reached a consensus on Issue 05-6, Determining the Amortization Period for Leasehold Improvements, which requires that leasehold improvements acquired in a business combination or purchased subsequent to the inception of a lease be amortized over the lesser of the useful life of the assets or a term that includes renewals that are reasonably assured at the date of the business combination or purchase. EITF 05-6 is effective for periods beginning after July 1, 2005. We do not expect the provisions of this consensus to have a material impact on the financial position, results of operations or cash flows. F-10 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. QUIKBYTE SOFTWARE, INC. by ________________________ Reed Clayson, President 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 capacitates on the dates indicated. President Date June 12, 2006 /s/Reed Clayson Reed Clayson, Director /s/Reed Clayson Reed Clayson 18
                                   EXHIBIT 31

                     CERTIFICATION PURSUANT TO SECTION 302
                           OF THE SARBANES-OXLEY ACT




EXHIBIT 31

        CERTIFICATION OF DISCLOSURE PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


     In  connection  with the Annual  Report of  Quikbyte  Software,  Inc.  (the
"Company") on Form 10-KSB (the  "Report") for the period ended December 31, 2004
as filed with the Securities and Exchange Commission on the date hereof. I, Reed
Clayson Chief Executive Officer of the Company,  certify,  pursuant to 18 U.S.C.
Section 1350, as adopted  pursuant to section 302 of the  Sarbanes-Oxley  Act of
2002, that to the best of my knowledge and belief:

     1. I certify that I have reviewed the 10-KSB of Quikbyte Software, Inc.;

     2. Based on my knowledge,  the Report does not contain any untrue statement
of a material  fact or omit a material  fact  necessary  to make the  statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by the Report;

     3. Based on my knowledge,  the financial  statements  and other  financial
information  included in the Report fairly present in all material  respects the
financial condition, results of operations, and cash flows of the issuer, as of,
and for, the period presented in the Report;

     4. The  small  business  issuer's,  other  certifying  officers,  and I are
responsible for establishing and maintaining  disclosure controls and procedures
(as such term is defined in  Exchange  Act Rules  13a-15(e)  and  15d-15(e)  and
internal  control  over  financial  reporting  as defined in Exchange  Act Rules
13a-15f and 15d-15f for the small business issuer and have:

          a. Designed  such  disclosure  controls and  procedures or caused such
     disclosure  controls and procedures to be designed under our supervision to
     ensure that material  information  relating to the small  business  issuer,
     including  its  consolidated  subsidiaries,  is made  known  to us by other
     within those entities,  particularly during the period in which this Report
     is being prepared;

          b. Designed such internal control over financial reporting,  or caused
     such internal  control over  financial  reporting to be designed  under our
     supervision,  to provide reasonable  assurance regarding the reliability of
     financial  reporting,  and the  preparation  of  financial  statements  for
     external  purposes  in  accordance  with  generally   accepted   accounting
     principals;

          c.  Evaluted  the   effectiveness  of  the  small  business   issuer's
     disclosure  controls  and  procedures  and  presented  in this  Report  our
     conclusions  about  the  effectiveness  of  the  disclosure   controls  and
     procedures,  as of the end of the period  covered by this  Report  based on
     such evaluation; and

          d. Disclosed in this report any change in the small business  issuer's
     internal  control over financial  reporting that occurred  during the small
     business  issuer's most recent fiscal quarter (the small business  issuer's
     fourth fiscal  quarter in the case of an annual report) that has materially
     affected,  or is reasonably likely to materially affect, the small business
     issuer's internal control over financial reporting; and



     5. The small  business  issuer's,  other  certifying  officers,  and I have
disclosed,  based  on our  most  recent  evaluation  of  internal  control  over
financial  reprting,  to the  small  business  issuer's  auditors  and the audit
committee  of the  small  business  issuer's  Board  of  Directors  (or  persons
fulfilling the equivalent function);

          a. All significant deficiencies in the design or operation of internal
     control over financial reporting, which are reasonably likely to adversely
     affect the small business  issuers ability to record,  process,  summarize,
     and report financial information; and

          b. Any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant role in the small business  issuer's
     internal control over financial reporting.


Dated: June 12, 2006                            Name:Reed Clayson


                                                 /s/Reed Clayson
                                                _________________________

                                                Position:  President
                           CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In  connection  with the Annual  Report of  Quikbyte  Software,  Inc.  (the
"Company") on Form 10-KSB for the period ending  December 31, 2004 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report").  I,
Reed  Clayson,  CFO & CEO of the  company,  certify,  pursuant to 18 USC Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that
to the best of my knowledge and belief.

        (1)     The Report fully complies with the requirements of Section 13(a)
                or 15(d) of the Securities Exchange Act of 1934; and

        (2)     The information contained in the Report fairly presents, in all
                material respects, the financial condition and results of
                operations of the Company.


                                         /s/ Reed Clayson
                                         --------------------------------
                                         Reed Clayson,  CEO & CFO

Dated:  June 12, 2006