I don't know for sure. Who really does own it? There are probably about 200 million shares outstanding. I have a little of it from the dividend.
---------------------------------------------- During the year 2000, the Company continued operating as an independent energy company engaged in the exploration and acquisition of crude oil and natural gas reserves. On December 1, 2001, the Company sold all of its oil and gas interests to a director for 236,331 shares of its own restricted common stock at a deemed value of $75,777 and discontinued its oil and gas exploration business.
On January 8, 2001, the Company acquired plant, equipment and other assets, including specialized manufacturing equipment, manufacturing set-ups, real estate lease, fixtures and related equipment and other property with an estimated fair value of at least $3.8 million from four independent sellers. In consideration for the acquisition of the assets, the Company issued 12,007,252 shares of its restricted common stock to the sellers. The equipment valuation was determined by a discounted cash flow of projected operating income using a maximum cost of funds of 20% per annum. This was further supported by an independent expert's valuation opinion of the replacement value of the equipment. In determining the amount of Company's consideration for the assets, the parties estimated the present fair market value of all such assets to be equivalent to approximately $.32 per share issued. Also on January 8, 2001, the Company sold 2,027,198 shares of restricted common stock to one of the sellers for $650,000, of which $600,000 was paid by the secured note. The note was cancelled during the second quarter of 2002 and all unpaid shares were returned to the Company and cancelled. The assets acquired by the Company constituted plant, equipment and other physical property intended to be used in the manufacture of 3.5 inch micro floppy disks. None of the assets were previously used in such a business by the sellers.
On May 3, 2002, the Company acquired from Project 1000 Inc. "P1", a wholly owned subsidiary of SunnComm International, Inc., "Digital Content Cloaking Technology(TM)", known as MediaCloQ or MediaMaker ("P1 Technology"), which was a set of methodologies designed to work together to thwart illegal copying or ripping of optical media while complying to IEC 90608 Redbook standards. Each of the methodologies used was meant to work toward defeating the various software products available in the marketplace that were used for the purpose of making illegal copies of CDs or of individual audio tracks. The Assets included, but were not limited to, P1's proprietary property which included all English and foreign language, all commercial and non-commercial, and all present and future versions thereof, and all required and/or relevant P1 Documentation, Intellectual Property Rights and other proprietary rights therein, and derivatives thereof required and/or relevant to the development of future versions. The Company issued 23,837,710 restricted common shares to P1 for the P1 Technology resulting in a change of control of the Company. The P1 Technology was recorded by the Company at P1's cost.
At December 31, 2003, the Company believed that the equipment's net realizable market value approximated $100,000 and impaired the carrying value of the equipment accordingly. The equipment is currently idle in a storage facility waiting to be put to productive use. At December 31, 2003 the Company also believed that MediaCloQ was not marketable in its current state of development and impaired its entire carrying value of $674,629 which represented the cost basis of SunnComm International Inc. when it sold the technology to the Company on May 3, 2002. During the first quarter of 2004, the Company discontinued its operation to market MediaCloQ(TM). After discussions with business and music industry consultants the decision to discontinue its operation was made by the board after considering the development costs and time necessary to make it compatibly marketable with MediaMax. The Company incurred consulting and general and administrative expenses of $128,750 pertaining to the abandonment of MediaCloQ(TM) during the first quarter of 2004.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
On January 28, 2004 the Company entered into a binding Memorandum of Understanding, "MOU", with DarkNoise Technologies Limited, a United Kingdom company, "DarkNoise". Under the original terms of the MOU, Quiet Tiger would acquire all of DarkNoise and its technologies for $150,000 US in cash and a minimum of 10,000,000 common shares of Quiet Tiger, Inc. Further discussions with DarkNoise have resulted in the mutual agreement to modify the original terms of the MOU yet no modified terms have been agreed to as of the date of this filing. The Company advanced $50,000 in cash to DarkNoise during the first quarter of 2004 under the terms of the MOU. Also during the first quarter the Company paid a consultant 1,000,000 restricted common shares at a deemed value of $.03 per share to evaluate the transaction. During the second quarter of 2004, the Company advanced an additional $20,000 in anticipation of receiving the DarkNoise technology with required modifications in order to allow it to be marketed jointly with MediaMax.
The technology is designed to plug the so-called "Analog Hole" and will substantially restrict the uploading of music files to the Internet without reducing playability on all devices (www.darknoisetechnologies.com). The technology works by encoding the original digital audio file with a unique hidden signal. The signal is embedded in the audio master and becomes an indelible part of the actual audio file in addition to aiding in subsequent origin identification. Should the original CD be copied, so, too, is the hidden signal and identification `tag.' Unless illegally invoked, the listener is unaware of the hidden signal's presence. Attempts to illegally copy the protected audio using analog recording devices, analog-to-digital converters or psycho-acoustic compression codes such as MP3 will invoke the hidden signal which transforms to become audible within the range of human hearing, thus ruining the unauthorized copy.
On March 4, 2004 the written consent, of a majority of disinterested outstanding common shares of record at February 4, 2004 of Quiet Tiger, became effective to approve the issuance of 10,152,704 restricted common shares valued by the Company at $.03 per share to SunnComm Technologies, Inc., "SunnComm", for $304,581 of debt incurred for cash advances and administrative and overhead expenses charged to the Company and to approve the issuance of 64,000,000 restricted common shares valued by the Company at $.03 per share for a total consideration of $1,920,000 to SunnComm and the assumption of a $108,860 outstanding debt due to a consultant for an Exclusive Marketing Agreement with its commercial copy protection technology on CD's and all of its continuing upgrades. The Agreement provides the Company with 40% of the revenues derived from all existing licensing agreements held by SunnComm for the technology and requires Quiet Tiger to advance $138,000 a month against future royalties and an additional $12,000 for services being provided by SunnComm. The first such payment was made on March 31, 2004. Once annual gross revenues of $3,600,000 are achieved, the Company will receive 50% of all revenues derived from licensing agreements. The Exclusive Marketing Agreement gives the Company the exclusive marketing rights for SunnComm's optical media enhancement and control technologies. Under the terms of the Exclusive Marketing Agreement, the Company must pay for all of its sales and marketing costs and SunnComm must pay for all of its development and upgrade costs. SunnComm also agreed to indemnify the Company against consumer complaints and product related litigation.
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