Edgar Filing: QUIKBYTE SOFTWARE INC

SCHEDULE 14A/A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-12

QUIKBYTE SOFTWARE, INC.
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(Name of Registrant as Specified In Its Charter)

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QUIKBYTE SOFTWARE, INC.
7609 Ralston Road,
Arvada, CO 80002
303 422-8127

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
February 20, 2007

Dear Shareholder:

We cordially invite you to attend the Quikbyte Software, Inc. Annual
Meeting of Shareholders on February 20, 2007 @ 1:30 PM, at the law offices of
Michael A. Littman, 7609 Ralston Road, Arvada, Colorado, at 1:30 P.M. local time
at which meeting you may be present. If you choose not to attend, you may send
your ballot appointing Reed Clayson, President, to vote as your ballot directs.
The Notice of Meeting and the accompanying Proxy describe the business of the
Annual Meeting of Shareholders.

The enclosed Proxy statement is being furnished to shareholders of record
as of February 2, 2007 of Quikbyte Software, Inc., a Colorado corporation, in
connection with the following proposals.

YOU ARE NOT REQUIRED TO SEND US A PROXY BUT YOUR PROXY IS REQUESTED

The holders of a majority of the issued and outstanding shares entitled to
vote have indicated that they intend to vote in favor of these proposals.

1. To elect three directors to hold office until the next annual meeting
of shareholders and qualification of their respective successors.

2. To ratify the appointment of Jaspers + Hall, PC as Independent
Accountants for the annual period ending December 31, 2006.

3. To change the Company's name to a name to be determined by the Board
of Directors. (Amendment to Articles of Incorporation)

4. To authorize a reverse split of the Company's common stock on a basis
of up to two hundred for one. Fractional shares will be rounded up to
the next whole share. (Amendment to Articles of Incorporation)

5. To authorize a reduction of the authorized share capital to 250
million shares of Common Stock and 2 million shares of Preferred
Stock the Rights and Privileges of which shall be determined by the
Board.

The Board of Directors has fixed the closing of business on February 2,
2007, as the record date for the determination of shareholders entitled to
notice of and to vote at this meeting or any adjournment thereof. The stock
transfer books will not be closed.

The Company's Annual Report to Stockholders for the year ended December 31,
2005, as amended, accompanies this Notice of Annual Meeting and Proxy Statement.

All stockholders, whether or not they expect to attend the Meeting in
person, are requested either to complete, date, sign, and return the enclosed
form of proxy in the accompanying envelope or to record their proxy by other
authorized means. The proxy may be revoked by the person executing the proxy by
filing with the Secretary of the Company an instrument of revocation or duly
executed proxy bearing a later date, or by electing to vote in person at the
meeting.

Sincerely,

/s/Reed Clayson
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Reed Clayson, President

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WE ARE ASKING YOU FOR A PROXY AND YOU ARE REQUESTED TO SEND US A PROXY.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14A PROMULGATED THERETO

QUIKBYTE SOFTWARE, INC.

ANNUAL MEETING OF SHAREHOLDERS
February 20, 2007

This Proxy Statement is being furnished to Shareholders of Quikbyte
Software, Inc. in connection with the Annual Meeting of Shareholders (the
"Meeting") to be held on February 20, 2007 and at any adjournments thereof (the
"Meeting"). The Meeting will be held at the law offices of Michael A. Littman,
7609 Ralston Road, Arvada, Colorado, at 1:30 P.M. local time.

This Proxy Statement is first being mailed or given to Shareholders on or
about February 5, 2007.

We are a Colorado corporation. We are a full-reporting 1934 Act company.
Information about us can be found in our December 31, 2005 Annual Report, as
amended, filed on Form 10-KSB. Additional information about us can be found in
our public filings that can be accessed electronically by means of the SEC's
home page on the Internet at http://www.sec.gov, or at other Internet sites such
as http://www.freeedgar.com, as well as by such other means from the offices of
the SEC.

WE ARE ASKING YOU FOR A PROXY
YOU ARE REQUESTED TO SEND US A PROXY

We are soliciting proxies. You may mark and send the proxy attached
hereto to record your vote.

COSTS OF PROXY STATEMENT

We will pay the cost of preparing and sending out this proxy statement. It
will be sent to most shareholders via regular mail. A few will receive it by
personal delivery or facsimile.

VOTING

SHAREHOLDERS ENTITLED TO VOTE

Holders of record of common stock, at the close of business on the date of
mailing this proxy statement will be entitled to vote at the Annual Meeting. As
of record date, February 2, 2007, 292,049,012 shares of common stock were issued
and outstanding. Each shareholder is entitled to one vote for each share of
common stock held by such shareholder. We have only the single class of stock,
namely our common stock. Each share of Common Stock is entitled to one (1) vote
for as many separate nominees as there are directors to be elected and for or
against all other matters presented. For action to be taken at the Annual
Meeting, a majority of the shares entitled to vote must be represented at the
Annual Meeting in person or by proxy. Shares of stock may not be voted
cumulatively. Abstentions and broker non-votes each will be included in
determining the number of shares present and voting at the Annual Meeting.
Abstentions will be counted in tabulations of the votes cast on proposals,
whereas broker non-votes will not be counted for purposes of determining whether
a proposal has been approved.

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QUORUM AND VOTE NECESSARY FOR APPROVALS.

A majority of the shares of common stock outstanding at the record date
must be represented at the Annual Meeting in person or by proxy in order for a
quorum to be present and in order to take action upon all matters to be voted
upon, but if a quorum should not be present, the meeting may be adjourned
without further notice to shareholders, until a quorum is assembled. Each
shareholder will be entitled to cast one vote at the Annual Meeting for each
share of common stock registered in such shareholder's name at the record date.

Abstentions and broker non-votes are counted for purposes of determining
the presence or absence of a quorum for the transaction of business. Each share
of Common Stock entitles the holder thereof to one vote on all matters to come
before the Annual Meeting. Holders of shares of Common Stock are not entitled to
cumulative voting rights.

The favorable vote of a plurality of the votes of the shares of Common
Stock present in person or represented by proxy at the Annual Meeting is
necessary to elect the nominees for directors of the Company, and ratify the
Auditors. To take the other actions at the meeting a majority of the shares
outstanding must vote in favor of the proposals present in person or by Proxy.

A majority of shares issued and outstanding is sufficient to approve the
proposal for a reverse split, reduction in share capital authorized and name
change to be incorporated in Amendments to the Articles of Incorporation.

PROXIES

In voting their Common Stock, stockholders may vote in favor of or against
the proposal to approve the proposals on the agenda or may abstain from voting.
Stockholders should specify their choice on the accompanying proxy card. All
properly executed proxy cards delivered pursuant to this solicitation and not
revoked will be voted at the Meeting in accordance with the directions given. If
no specific instruction are given with regard to the matter to be voted upon,
then the shares represented by a signed proxy card will be voted "FOR" the
approval of the Proposals and in the discretion of such proxies to any other
procedural matters which may properly come before the Meeting or any
adjournments thereof. All proxies delivered pursuant to this solicitation are
revocable at any time before they are voted at the option of the persons
executing them by (i) giving written notice to the Secretary of the Company,
(ii) by delivering a later dated proxy card, or (iii) by voting in person at the
Meeting. All written notices of revocation and other communications with respect
to revocations of proxies should be addressed to Reed Clayson, President,
7609 Ralston Road, Arvada, CO 80002.

IF THEY WISH TO VOTE, HOLDERS OF COMMON STOCK ARE REQUIRED TO COMPLETE,
DATE, AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY TO THE COMPANY
IN THE ACCOMPANYING ENVELOPE.

The person named as proxy is Reed Clayson, President of the Company.

In addition to the solicitation of proxies by mail, the Company, through
its directors, officers, and employees, may solicit proxies from stockholders
personally or by telephone or other forms of communication. The Company will not
reimburse anyone for out-of-pocket costs and expenses incurred in the
solicitation of proxies. The Company also will request brokerage houses,
nominees, fiduciaries, and other custodians to forward soliciting materials to
beneficial owners, and the Company will reimburse such persons for their
reasonable expenses incurred in doing so. All expenses incurred in connection
with the solicitation of proxies will be borne by the Company.

INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON

No officer or director or principal shareholder has a substantial or
material interest in the favorable action on these proposals.

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PROPOSAL #1

NOMINATION AND ELECTION OF DIRECTORS

The Company's Bylaws currently provide for the number of directors of the
Company to be established by resolution of the Board of Directors and that
number is established at three. The Board has nominated three (3) persons. At
this Annual Meeting, a Board of three (2) directors will be elected. Except as
set forth below, unless otherwise instructed, the proxy holders will vote the
proxies received by them for Management's nominees named below.

All the nominees are presently directors of the Company. In the event that
any Management nominee shall become available, or if other persons are
nominated, the proxy holders will vote in their discretion for a substitute
nominee. It is not expected that any nominee will be unavailable. The term of
office of each person elected as a director will continue until the next Annual
Meeting of Stockholders or until a successor has been elected and qualified.

The proxies solicited hereby cannot be voted for a number of persons
greater than the number of nominees named below. The Certificate of
Incorporation of the Company does not permit cumulative voting. A plurality of
the votes of the holders of the outstanding shares of Common Stock represented
at a meeting at which a quorum is presented may elect directors.

THE DIRECTORS CANDIDATES NOMINATED BY MANAGEMENT ARE:

Reed Clayson, Wesley Whiting and Redgie Green

The above individuals are nominees for election as directors for the next
fiscal year. Their biographical information is as follows:

REED CLAYSON: age 76, 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.

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5

REDGIE GREEN, age 53, Secretary, Treasurer, and Director Nominee, has been
Secretary and Director of Sun River Energy, Inc. since 1998. Mr. Green had been
co-owner and operator of Green's B&R Enterprises, a wholesale donut baker since
1983-2006. He has been an active investor in small capital and high-tech
adventures since 1987. Mr. Green was a director of Colorado Gold & Silver, Inc.
in 2000. He was a director for Houston Operating Company in late 2004 until
December 2004. He recently served as a director for Mountains West Exploration,
Inc. in 2005. He is a Director of Cavion Technologies, Inc. (2006) and Aspeon,
Inc. (2006), and Captech Financial Group, Inc. (2006). He served as a director
of Baymark Technologies, Inc. 2005-2006.

WESLEY F. WHITING, President and Director, age 73. Mr. Whiting was
President, director, and Secretary of Berge Exploration, Inc. (1978-88) and
President, Vice President, and director of NELX, Inc. (1994-1998), and was Vice
President and director of Intermountain Methane Corporation (1988-1991), and
President of Westwind Production, Inc. (1997-1998). He was a director of Kimbell
deCar Corporation from 1998, until 2000 and he has been President and a director
of Dynadapt System, Inc. since 1998. He was a Director of Colorado Gold &
Silver, Inc. from 1999 to 2000. He was President and director of Business
Exchange Holding Corp. from 2000 to 2002 and Acquisition Lending, Inc.
(2000-2002). He was director and Vice President of Utilitec, Inc., 1999 to 2002,
and has been Vice President and director of Agro Science, Inc. since 2001. He
was President and director of Premium Enterprises, Inc. From October 2002 to
December 31, 2002. He is Vice President and director of Evergreen Associates,
Inc. and Resource Science, Inc. He was appointed Director and Secretary of BSA
SatelLINK, Inc. in 2002. He was President and Director of Fayber Group, Inc.
2003 to 2005 when he resigned. He has been a Director and Secretary of Jagged
Edge Mountain Gear, Inc. since 2005. He has also been Director of Life USA, Inc.
since 2003. He served as a director of Baymark Technologies, Inc. 2005-2006. He
is a director of Cavion Technologies, Inc. (2006) and Aspeon, Inc. (2006). He is
President and director of Captech Financial Group, Inc. since 2006.

Management will devote part time to the operations of the Company, and any
time spent will be devoted to screening and assessing and, if warranted,
negotiating to acquire business opportunities.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" MANAGEMENT'S NOMINEES.

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6

PROPOSAL #2

INDEPENDENT PUBLIC ACCOUNTANTS

Jaspers + Hall, PC, Independent Public Accountants, of Denver, Colorado
have been appointed as the Certifying accountants for the period through fiscal
year 2006 and shareholders are asked to ratify such appointment. Ratification of
the appointment of Jaspers + Hall, PC, as the Company's independent public
accountants for the fiscal year ending December 31, 2006 will require the
affirmative vote of a majority of the shares of Common Stock represented in
person or by proxy and entitled to vote at the Annual Meeting. In the event the
stockholders do not ratify the appointment of Jaspers + Hall, PC for the
forthcoming fiscal year, such appointment will be reconsidered by the Board.
Representatives of Jaspers + Hall, PC are expected to be present at the Annual
Meeting to make statements if they desires to do so, and such representatives
are expected to be available to respond to appropriate questions.

Unless marked to the contrary, proxies received will be voted "FOR"
ratification of the appointment of Jaspers + Hall, PC as independent accountants
for the Company's year ending December 31, 2006.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
COMPANY'S INDEPENDENT ACCOUNTANTS.

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Proposal #3

PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION

NAME CHANGE

We are asking shareholders to authorize a change in the name of this
corporation to a new name to be chosen in the discretion of the Board of
Directors. This requires an amendment to our Articles of Incorporation.

We believe that the name change in our Articles of Incorporation are in the
best interest of our corporation, to create a name which is not related to the
former business attempt, in which the Company may never again engage.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NAME CHANGE.

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Proposal #4

PROPOSED REVERSE SPLIT OF COMMON STOCK ISSUED AND OUTSTANDING

We are asking shareholders to approve a pro-rata reverse split of our
common stock, by which up to each two hundred shares would become one share.
Fractional shares will be rounded up to the next whole share. We anticipate that
the effective date of the reverse split will be thirty days following the date
of the meeting. This is not a "going private" transaction, and no shareholders
will be reduced to less than one share. This action will not have the effect of
reducing our shareholders to less than 300. This requires an Amendment to the
Articles of Incorporation to accomplish the reverse split.

We believe the recent per share price of the common stock has had a
negative effect on the marketability of the existing shares, the amount and
percentage of transaction costs paid by individual stockholders, and impairs the
potential ability of the Company to raise capital by issuing new shares due to
the low price.

We believe that reverse split will be advantageous to us and to all
shareholders, because it may provide the opportunity for higher share prices
based upon fewer shares. It is also a factor that most brokerage houses do not
permit or favor lower-priced stocks to be used as collateral for margin
accounts. Certain polices and practices of the securities industry may tend to
discourage individual brokers within those firms from dealing in lower-priced
stocks. Some of those polices and practices involve time-consuming procedures
that make the handling of lower priced stocks economically unattractive. The
brokerage commissions on the purchase or sale of lower priced stocks may also
represent a higher percentage of the price than the brokerage commission on
higher priced stocks.

Shareholders should note that, after the reverse split, the number of our
authorized shares will remain unchanged, (except as modified by Proposal #5
heinafter which will reduce the authorized common shares to 250,000,00 and the
authorized preferred shares to 2,000,000) while the number of issued and
outstanding shares of our Company will be reduced by the factor of the reverse,
i.e. up to one for two hundred shares. It is important to realize that the
issuance of additional shares is in the discretion of the Board of Directors, in
their best business judgment, and our shareholders will have no right to vote on
future issuances of shares except in the event of a merger under Colorado law.
This means that, effectively, our shareholders will have no ability or capacity
to prevent dilution by the issuance of substantial amounts of additional shares
for consideration that could be considerably less than what our existing
shareholders paid for their shares. In many events, control of our Company could
effectively be changed by issuances of shares without shareholder approval.

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8

Proposal #5

PROPOSED REDUCTION IN AUTHORIZED CAPITAL

We are asking shareholders to approve a reduction in our authorized shares
capital as follows:

1. To reduce our authorized common shares from five hundred million to
two hundred fifty million.

2. To reduce our authorized Preferred shares from ten million to two
million.

Management believes that the reduction in authorized share capital will
encourage responsible share issuances and reduces the potential dilution to
common shareholders by 50% (without further shareholder votes), and reduces
dilution in the cases of Preferred shares by 80%. There are currently
292,049,012 common shares issued and outstanding (subject to the reduction by
the reverse split hereinabove submitted to shareholders) and no Preferred shares
are outstanding.

This reduction in authorized share capital:

a) will not change any of the currently issued and outstanding shares

b) will not, in managements view, have any negative effect upon common
shareholders.

The change will require an Amendment to the Articles of Incorporation,
and will have no effect on current common shareholders rights.

MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF THE PROPOSAL TO REDUCE THE AUTHORIZED
SHARE CAPITAL OF THE COMPANY.

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9

As a general rule, potential investors who might consider making
investments in our Company will refuse to do so when the Company has a large
number of shares issued and outstanding with no equity. In other words, the
"dilution" which new investors would suffer would discourage them from
investing, as general rule of experience. A reduction in the total outstanding
shares may, without any assurance, make our capitalization structure more
attractive.

While our acceptability for ultimate listing on one of the NASDAQ markets
or an exchange is presently remote, we believe that it is in the interests of
our Company to adjust our capital structure in the direction of conformity with
the NASDAQ structural requirements. At the current date, even with the proposed
changes we would not meet NASDAQ criteria. NASDAQ requirements change
constantly. There is no assurance that the proposed changes with meet NASDAQ
requirements or any other exchange when, and if, we are otherwise qualified.
There is no assurance that we will qualify for NASDAQ.

Once the reverse split has occurred, the Company may then be better
structured to seek equity financing, because investors shy away from the very
high dilution which would occur if an investment were made in the current
structure. There is no assurance that the Company will have any success in
seeking equity financing.

Future Dilutive Transactions

It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's stockholders pursuant to
the authority and discretion of the Company's management to complete share
issuances without submitting any proposal to the stockholders for their
consideration. Holders of the Company's securities should not anticipate that
the Company necessarily will furnish such holders with any documentation
concerning the proposed issuance prior to any share issuances. All
determinations (except involving a merger where the number of shares of common
stock of the Company issued will equal more than 20% of the issued and
outstanding shares of common stock of the Company prior to the transaction)
involving share issuances are in the discretion and business judgment of the
Board of Directors in their exercise of fiduciary responsibility, but require a
determination by the Board that the shares are being issued for fair and
adequate consideration.

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10

The issuance of additional shares in future transactions will allow, the
following types of actions or events to occur without the current stockholders
being able to effectively prevent such actions or events:

1. Dilution may occur due to the issuance of additional shares. The
percentage ownership of the Company by the existing shareholders
may be diluted from 100% after the reverse split, now, to as
little, as 3%.

2. Control of the Company by stockholders may change due to new
issuances.

3. The election of the Board of Directors will be dominated by new
large stockholders, effectively blocking current stockholders
from electing directors.

4. Business plans and operations may change.

5. Mergers, acquisitions, or divestitures may occur which are
approved by the holders of the newly issued shares.

In the future event that the Board continues to issue shares for capital,
services, or acquisitions, the present management and stockholders of the
Company most likely will not have control of a majority of the voting shares of
the Company.

It is likely that the Company may acquire other compatible business
opportunities through the issuance of common stock of the Company. Although the
terms of any such transaction cannot be predicted, this could result in
substantial additional dilution in the equity of those who were stockholders of
the Company prior to such issuance. There is no assurance that any future
issuance of shares will be approved at a price or value equal to or greater than
the price which a prior stockholder has paid, or at a price greater than the
then current market price. Typically, unregistered shares are issued at less
than market price due to their illiquidity and restricted nature as a result of,
among other things, the extended holding period and sales limitations which such
shares are subject to.

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11

TABLE SHOWING EFFECT OF REVERSE SPLIT TWO HUNDRED FOR ONE

Shares Pre-Reverse Post-Reverse shares
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75 1
150 1
200 1
300 2
400 2
500 3
1000 5
2000 10
3000 15
4000 20
5000 25
10,000 50
20,000 100
50,000 250
100,000 500

There is no assurance that any effect of the price of our stock will
result, or that the market price for our common stock, immediately or shortly
after the proposed changes, if approved, will rise, or that any rise which may
occur will be sustained. Market conditions obey their own changes in investor
attitudes and external conditions. We are proposing the steps we deem the best
calculation to meet the market attractively, however we cannot control the
markets reaction.

Dissenting shareholders have no appraisal rights under Colorado law or
pursuant to our constituent documents of incorporation or bylaws, in connection
with the proposed reverse split.

Fractional Shares. Fractional shares will be rounded up to the next whole
share.

The reverse stock split may leave certain stockholders with one or more
"odd lots" of new common stock, i.e., stock in amounts of less than 100 shares.
These odd lots may be more difficult to sell or require greater transaction cost
per share to sell than shares in even multiples of 100. There are frequently
situations where transaction costs for odd lots in penny stocks exceed the net
proceeds realized from a sale of the odd lot, effectively rendering the odd lot
valueless to the holder.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE REVERSE SPLIT

In the event that the ballot is left blank for a proposal, it will be
deemed a "Yes" vote.

ANNUAL MEETING OF SHAREHOLDERS

At the date of this proxy statement, no other matter will presented for
action at the Annual meeting. Only those matters proposed as discussed will be
voted on at the meeting. Shareholders may propose matters to be presented at
shareholder meetings and also nominate directors. Shareholder proposals must
conform to the standards set out by the Securities Exchange Commission and must
be received at our principal offices on or before, February 28, 2007, in order
to be included in future proxy materials, if any, or presentation at our next
annual meeting of shareholders, anticipated in summer 2007.

VOTING SECURITIES AND BENEFICIAL OWNERSHIP

As of the call date of the meeting, February 2, 2007 the total number of
common shares outstanding and entitled to vote was 292,049,012.

The holders of such shares are entitled to one vote for each share being
held on the record date. There is no cumulative voting on any matter on the
agenda of this meeting. No additional shares will be issued subsequent to call
date and prior to meeting.

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12

REPORT AVAILABLE

A copy of our most current Annual Report on form 10KSB, as amended, is
attached hereto and later filings may be obtained without charge, by writing us
c/o Reed Clayson, 7609 Ralston Road, Arvada, CO 80002.

BOARD OF DIRECTORS AND OFFICERS

The directors and executive officers of the Company as of February 2, 2007
are as follows:

Reed Clayson, President and Director
Redgie Green, Director
Wesley F. Whiting, Director

Reed Clayson, Wesley Whiting and Redgie Green are nominees for Director for
the following term. The directors of the Company hold office until the next
annual meeting of the shareholders and until their successors have been duly
elected and qualified. The officers of the Company are elected at the annual
meeting of the Board of Directors and hold office until their successors are
chosen and qualified or until their death, resignation, or removal. The Company
presently has no executive committee.

The principal occupations of each current director and officer and nominee
for director of the Company for at least the past five years are as follows:

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.

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13

REDGIE GREEN, age 53, Secretary, Treasurer, and Director Nominee, has been
Secretary and Director of Sun River Energy, Inc. since 1998. Mr. Green had been
co-owner and operator of Green's B&R Enterprises, a wholesale donut baker since
1983-2006. He has been an active investor in small capital and high-tech
adventures since 1987. Mr. Green was a director of Colorado Gold & Silver, Inc.
in 2000. He was a director for Houston Operating Company in late 2004 until
December 2004. He recently served as a director for Mountains West Exploration,
Inc in 2005. He is a Director of Cavion Technologies, Inc. (2006) and Aspeon,
Inc. (2006), and Captech Financial Group, Inc. (2006). He served as a director
of Baymark Technologies, Inc. 2005-2006.

WESLEY F. WHITING, President and Director, age 73. Mr. Whiting was
President, director, and Secretary of Berge Exploration, Inc. (1978-88) and
President, Vice President, and director of NELX, Inc. (1994-1998), and was Vice
President and director of Intermountain Methane Corporation (1988-1991), and
President of Westwind Production, Inc. (1997-1998). He was a director of Kimbell
deCar Corporation from 1998, until 2000 and he has been President and a director
of Dynadapt System, Inc. since 1998. He was a Director of Colorado Gold &
Silver, Inc. from 1999 to 2000. He was President and director of Business
Exchange Holding Corp. from 2000 to 2002 and Acquisition Lending, Inc.
(2000-2002). He was director and Vice President of Utilitec, Inc, 1999 to 2002,
and has been Vice President and director of Agro Science, Inc. since 2001. He
was President and director of Premium Enterprises, Inc. From October 2002 to
December 31, 2002. He is Vice President and director of Evergreen Associates,
Inc. and Resource Science, Inc. He was appointed Director and Secretary of BSA
SatelLINK, Inc. in 2002. He was President and Director of Fayber Group, Inc.
2003 to 2005 when he resigned. He has been a Director and Secretary of Jagged
Edge Mountain Gear, Inc. since 2005. He has also been Director of Life USA, Inc.
since 2003. He served as a director of Baymark Technologies, Inc. 2005-2006. He
is a director of Cavion Technologies, Inc. (2006) and Aspeon, Inc. (2006). He is
President and director of Captech Financial Group, Inc. since 2006.

Management will devote part time to the operations of the Company, and any
time spent will be devoted to screening and assessing and, if warranted,
negotiating to acquire business opportunities.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" MANAGEMENT'S NOMINEES.

---------------------------
14

NAME AGE POSITION WITH THE COMPANY TERM
---- --- ------------------------- ----

Reed Clayson 76 President and Director Annual
Wesley F. Whiting 73 Director Annual
Redgie Green 53 Director Annual

Executive Compensation
----------------------
Remuneration
------------

The following information is set forth with respect to all remuneration
paid by the Company during the year ended December 31, 2006 to the Company's
five most highly paid executive officers or directors whose total remuneration
exceeded $60,000, and to all directors and officers as a group:

SUMMARY COMPENSATION TABLE OF EXECUTIVES & DIRECTORS

Annual Compensation Awards
Name and Principal Year Salary ($) Bonus ($) Other Annual Restricted Stock Securities
Position Compensation ($) Award(s) Underlying
($) Options/
SARs (#)

Reed Clayson 2005 0 0 0 0 0
2006 0 0 0 0 0

Wesley F. Whiting 2006 0 0 0 0 0

Redgie Green 2006 0 0 0 0 0

----------------------

Option/SAR Grants Table (None)

Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR
value (None)

Long Term Incentive Plans - Awards in Last Fiscal Year (None)

See "Certain Relationships and Related Transactions." The Company has no
stock option, retirement, pension, or profit-sharing programs for the benefit of
directors, officers or other employees, but the Board of Directors may recommend
adoption of one or more such programs in the future.

(1) None of the current directors of the Company will devote their full
time to the management of the Company.

Stock Purchase Plans; Profit Sharing and Thrift Plans
-----------------------------------------------------

Presently the Company has no stock purchase plans, profit-sharing or
thrift plans.

Options, Warrants or Rights
----------------------------

Summary of Outstanding Options as of February 2, 2007

Award
Issued To Date Amount/Price Term Effective Date Comments
--------- ---- ------------ ---- -------------- --------
None

TOTAL None

Compensation Committee Interlocks
---------------------------------

The Securities and Exchange Commission requires disclosure where an
executive officer of a Company served or serves as a director or on the
compensation committee of an entity other than the Company and an executive
officer of such other entity served or serves as a director or on the
compensation committee of the Company. The Company does not have any such
interlocks. Decisions as to executive compensation are made by the Compensation
Committee.

Audit Committee
--------------

No audit committee exists other than the members of the Board of Directors.

-----------------------

Code of Ethics
--------------

The Company has not adopted a Code of Ethics for the Board and the salaried
employees.

Committees and Procedures

(1) The registrant has no standing audit, nominating and compensation
committees of the Board of Directors, or committees performing similar
functions. The Board acts itself in lieu of committees due to its
small size.

(2) The view of the board of directors is that it is appropriate for the
registrant not to have such a committee because all directors
participate in the consideration of director nominees and the board is
so small.

(3) Each of the members of the Board which acts as nominating committee is
not independent, pursuant to the definition of independence of a
national securities exchange registered pursuant to section 6(a) of
the Act (15 U.S.C. 78f(a).

(4) The nominating committee has no policy with regard to the
consideration of any director candidates recommended by security
holders, but the committee will consider director candidates
recommended by security holders.

(5) The basis for the view of the board of directors that it is
appropriate for the registrant not to have such a policy is that
there is no need to adopt a policy for a small company.

(6) The nominating committee will consider candidates recommended by
security holders, and by security holders in submitting such
recommendations; should provide a completed Directors Questionnaire to
the Company.

(7) There are no specific, minimum qualifications that the nominating
committee believes must be met by a nominee recommended by security
holders except to find anyone willing to serve with clean background.
There are no differences in the manner in which the nominating
committee evaluates nominees for director based on whether the nominee
is recommended by a security holder, or found by the board.

(8) The nominating committee's process for identifying and evaluation
nominees for director, including nominees recommended by security
holders, is to find anyone willing to serve with clean background.
There are no differences in the manner in which the nominating
committee evaluates nominees for director based on whether the nominee
is recommended by a security holder, or found by the board.

(9) With regard to each nominee approved by the nominating committee for
inclusion on the registrant's proxy card (other than nominees who are
executive officers or who are directors standing for re-election),
state which one or more of the following categories of persons or
entities recommended that nominee: Legal Counsel to Company.

--------------------------

PRINCIPAL HOLDERS OF VOTING SECURITIES

a) The following table lists any person (including any "group" as that term
is used in Section 13(d)(3) of the Exchange Act) who, to the knowledge of the
Company, was the beneficial owner as of February 2, 2007, of more than 5% of
the outstanding voting shares of the Company. Unless otherwise noted, the owner
has sole voting and dispositive power with respect to the securities.

NUMBER OF SHARES OWNERSHIP
SHAREHOLDERS/BENEFICIAL OWNERS PERCENTAGE
- ----------------------------------------------------------------------------------------------------------

Reed Clayson 0 0
11158 W. 68th Way
Arvada, CO 80004

Ponce Acquisition Group LLC 150,000,000 51%
7609 Ralston Road
Arvada, CO 80002
(Beneficially owned by M.A. Littman)

Mark R. Nixon 21,500,000 7.3%
2506 Topanga Akyline Dr.
Topanga, CA 90290

J.B. Heidebrecht 23,000,000 7.8%
3621 Garnet St., #1
Torrance, CA 90503

Wesley F. Whiting 0 0
Suite 210 E, 10200 W. 44th Ave.
WheatRidge, CO 80033

Redgie Green 0 0
16538 W. 76th Drive
Arvada, CO 80007

All directors and executive
officers as a group (3 persons) 0 0

Each principal shareholder has sole investment power and sole voting power over
the shares.

------------------------

Notes to the table:

Unless otherwise indicated, the persons named in the table have sole voting
and investment power with respect to all shares of common stock shown as
beneficially owned by them.

COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT

Under Section 16 of the Securities Exchange Act 1934, the Company's
directors and executive officers and persons holding more than 10% of its common
stock are required to report their initial ownership of common stock and
subsequent changes to that ownership to the Securities and Exchange Commission
by specified due dates. To the Company's knowledge all of these filing
requirements were satisfied.

The Company's Annual Report on Form 10-KB, as amended, for the year ended
December 31, 2005 (the "Form 10-KSB") is being furnished simultaneously
herewith. The Form 10-KSB is not considered a part of this Proxy Statement.

Principal Accountant Fees and Services
--------------------------------------

General. Jaspers + Hall, PC's ("JH") is the Company's principal auditing
accountant firm. The Company's Board of Directors has considered whether the
provisions of audit services is compatible with maintaining JH's independence.
Jaspers + Hall, PC purchased the accounting practice of Michael Johnson & Co.,
the company's prior auditor in 2005.

Audit Fees. In 2006 Jaspers + Hall P.C. 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, 2005 and review of the
interim financial statements included in quarterly reports for Form 10-QSB for
the periods from December 31, 2005 to June 30, 2006. Michael Johnson & Company
charged $1,750 for the audit for the period ended December 31, 2004 and reviews
for 3 quarters in 2005.

There were no audit related fees in 2004 or 2005. There were no tax fees or
other fees in 2004 to 2005 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.

-----------------------
19

OTHER AND GENERAL INFORMATION.

Our Annual Report on Form 10-KSB, as amended, for the year ended December
31, 2005, including audited financial statements as of that date, is enclosed
herewith and also is available from us on request. Further information is
available by request or can be accessed on the Internet. We are subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files annual and quarterly
reports, proxy statements and other information with the Securities Exchange
Commission (the "SEC"). Reports, proxy statements and other information filed by
Quikbyte Software, Inc. can be accessed electronically by means of the SEC's
home page on the Internet at http://www.sec.gov or at other Internet sites such
as http://www.freeedgar.com or http://www.pinksheets.com.

You can read and copy any materials that we file with the SEC at the SEC'S
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. A copy
of any public filing is also available, at no charge, from the Company.

QUIKBYTE SOFTWARE, INC.

Dated: February 2, 2007

By the order of the Board of Directors

/s/Reed Clayson
-----------------------
Reed Clayson, President and Director

-------------------------
20

BALLOT

--------------------------------------------------------------------------------

QUIKBYTE SOFTWARE, INC.
7609 Ralston Road, Arvada, CO 80002
303 422-8127

PROXY FOR ANNUAL MEETING OF
STOCKHOLDERS, February 20, 2007

The undersigned hereby appoints Reed Clayson proxy, with full power of
substitution, for and in the name or names of the undersigned, to vote all
shares of Common Stock of Quikbyte Software, Inc. held of record by the
undersigned at the Annual Meeting of Stockholders to be held on February 20,
2007 at 1:30 p.m., at the law offices of Michael A. Littman, 7609 Ralston Road,
Arvada, Colorado, and at any adjournment thereof, upon the matters described in
the accompanying Notice of Annual Meeting and Proxy Statement, receipt of which
is hereby acknowledged, and upon any other business that may properly come
before, and matters incident to the conduct of, the meeting or any adjournment
thereof. Said person is directed to vote on the matters described in the Notice
of Annual Meeting and Proxy Statement as follows, and otherwise in their
discretion upon such other business as may properly come before, and matters
incident to the conduct of, the meeting and any adjournment thereof.

1. To elect a Board of three (3) directors to hold office until the next
annual meeting of stockholders or until their respective successors have
been elected and qualified:

Nominees: Reed Clayson, Wesley Whiting and Redgie Green

[_] FOR: nominees listed above (except as marked to the contrary
below).

[_] WITHHOLD authority to vote for nominee(s) specified below.

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), write
the applicable name(s) in the space provided below.

--------------------------------------------------------------------------------

2. To ratify the appointment of Jaspers + Hall, PC as independent accountants
for the period ending December 31, 2006:

[_] FOR [_] AGAINST [_] ABSTAIN

3. To change the name of the corporation to a name to be determined by the
Board of Directors. (Amendment to Articles of Incorporation)

[_] FOR [_] AGAINST [_] ABSTAIN

4. To authorize a reverse split of the common stock up to a two-hundred for
one basis, by which each two hundred shares shall become one share.
Fractional shares will not be issued. (Amendment to Articles of
Incorporation)

[_] FOR [_] AGAINST [_] ABSTAIN

5. To authorize a reduction of the Authorized Capital from 500 million common
shares to 250 million common shares and from 10 million Preferred shares to 2
million Preferred shares.

[_] FOR [_] AGAINST [_] ABSTAIN

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU MAY SIGN AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE.

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL
BE VOTED "FOR" THE STATED PROPOSALS.

Number of shares owned ________________and voted hereby.

Name & Address of Shareholder

_____________________________

_____________________________
(VOID WITHOUT INFO)

----------------------------------------
Signature of Stockholder

----------------------------------------
Signature if held jointly

Dated: __________________________, 2007

IMPORTANT: If shares are jointly owned, both owners should sign. If signing as
attorney, executor, administrator, trustee, guardian or other person signing in
a representative capacity, please give your full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.