Bespoke Extracts, Inc. - Quarter Report: 2008 December (Form 10-Q)

f10q1208_frstquantum.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2008

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____________ to ______________

Commission file number: 000-52759

FIRST QUANTUM VENTURES, INC.

(Exact name of small business issuer as specified in its charter)

Nevada	20-4743354
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2300 Palm Beach Lakes Boulevard

Suite 218

West Palm Beach, FL 33409

(Address of principal executive offices)

(561) 697-8740

(Issuer's telephone number)

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of accelerated filer and large accelerated filer in Rule 12b-12 of the Exchange Act (Check one)

Large Accelerated filer o Accelerated filer o Non-accelerated filer o Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes x No o

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of May 14, 2009, there were approximately 340,632 shares of the Issuer's common stock, par value $0.001 per share outstanding.

PART I. - FINANCIAL INFORMATION

Item 1	Financial Statements (Unaudited)

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3	Quantitative and Qualitative Disclosures About Market Risk

Item 4	Controls and Procedures

PART II. - OTHER INFORMATION

Item 1	Legal Proceedings

Item 1A	Risk Factors

Item 2	Unregistered Sales of Equity Securities and the Use of Proceeds

Item 3	Defaults upon Senior Securities

Item 4	Submission of matters to a Vote of Security Holders

Item 5	Other information

Item 6	Exhibits

SIGNATURES

INDEX TO EXHIBITS

PART I. - FINANCIAL INFORMATION

Item 1 Financial Statements (Unaudited)

INDEX TO FINANCIAL STATEMENTS


Balance Sheet	F-2

Statements of Operations	F-3

Statements of Stockholders’ Equity	F-4

Statements of Cash Flows	F-5

Notes to Financial Statement	F-6

First Quantum Ventures, Inc.

Consolidated Balance Sheets

(Unaudited)

	December 31, 2008			December 31, 2007
ASSETS
CURRENT ASSETS
Cash	$	0		$	0
Prepaid expenses		0			0

Total current assets		0			0

OTHER ASSETS
Licensing rights		0			0

Total other assets		0			0

Total Assets	$	0		$	0

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable
Accrued interest payable	$	7,518		$	3,312


Total current liabilities		9,376			3,312

LONG-TERM LIABILITIES
Convertible note payable		40,736			11,839


Total Liabilities		48,254			8,527

STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par, authorized 50,000,000 shares, 0 issued and outstanding		0			0
Common stock, $0.001 par value, authorized 500,000,000 shares; 13,935,438 and 34,030,390 issued and outstanding, respectively		13,935			34,030
Additional paid-in capital in excess of par		0			0
Deficit accumulated during the development stage		(62,189	)		(45,869	)

Total stockholders’ equity		(48,254	)		(11,839	)

Total Liabilities and Stockholders’ Equity	$	0		$	0

The accompanying notes are an integral part of the financial statements

F-1

First Quantum Ventures, Inc.

(A Development Stage Enterprise)

Statements of Operations

(Unaudited)

	Six Months Ended Dec. 31, 2008			Six Months Ended Dec. 31, 2007			From February 24, 2004 (Inception)through Dec. 31, 2008

REVENUES	$	0		$	0		$	0

OPERATING EXPENSES:
General and administrative expenses		4,667			2,237			50,736
Interest expense		2,251			1,522			7,518
Legal fees - related party		0			0			10,000
Services - related party		0			0			5,000

Total expenses		6,918			3,759			73,254

Net income (loss)	$	(6,918	)	$	(3,759	)	$	(73,254	)

Income (loss) per weighted average common share	$	(0.00	)	$	(0.00	)

Number of weighted average common shares outstanding		13,935,438			34,030,390

The accompanying notes are an integral part of the financial statements

F-2

First Quantum Ventures, Inc.

(A Development Stage Enterprise)

Statements of Cash Flows

(Unaudited)

	Six Months Ended Dec. 31, 2008			Six Months Ended Dec. 31, 2007			From February 24, 2004 (Inception) through Dec. 31, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(6,918	)	$	(3,759	)	$	(73,254	)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock issued for services		0			0			25,000
Changes in operating assets and liabilities
Increase (decrease) in accrued interest		2,251			1,522			7,518
Increase (decrease) in accounts payable - trade		4,667			2,237			50,736
Increase (decrease) in accounts payable - related party		0			0			0

Net cash provided (used) by operating activities		0			0			0

CASH FLOWS FROM INVESTING ACTIVITIES:
None		0			0			0

Net cash provided (used) by investing activities		0			0			0

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible debt		6,918			3,759			73,254

Net cash provided by financing activities		0			0			0

Net increase (decrease) in cash		(6,918	)		(3,759	)		(73,254	)

CASH, beginning of period		0			0			0

CASH, end of period	$	0		$	0		$	0
NON CASH FINANCING ACTIVITIES
Common stock issued to settle debt	$	0		$	0		$	9,000

The accompanying notes are an integral part of the financial statements

F-3

First Quantum Ventures, Inc.

(A Development Stage Enterprise)

Notes to Financial Statements

(1) The Company First Quantum Ventures, In.. (the Company) is a Nevada chartered development stage corporation which conducts business from its headquarters in West Palm Beach, Florida. The Company was incorporated in Nevada on April 13, 2006, and is a successor by merger with Cine-Source Entertainment, Inc., and has elected June 30 as its fiscal year end. The Company changed its name to First Quantum Ventures, Inc. on February 24, 2004.

The Company has not yet engaged in its expected operations. Current activities include raising additional capital and negotiating with potential key personnel and facilities. There is no assurance that any benefit will result from such activities. The Company will not receive any operating revenues until the commencement of operations, but will nevertheless continue to incur expenses until then. The following summarize the more significant accounting and reporting policies and practices of the Company:

a) Use of estimates The financial statements have been prepared in conformity with generally accepted accounting principles. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and revenues and expenses for the year then ended. Actual results may differ significantly from those estimates.

b) Start-Up costs Costs of start-up activities, including organization costs, are expensed as incurred, in accordance with Statement of Position (SOP) 98-5.

c) Net loss per share Basic loss per weighted average common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.

d) Stock compensation for services rendered The Company issues shares of common stock in exchange for services rendered. The costs of the services are valued according to generally accepted accounting principles and have been charged to operations.

(2) Stockholders’ Equity The Company has authorized 500,000,000 shares of $0.001 par value common stock and 50,000,000 shares of $0.001 par value preferred stock.. The Company had 34,030,390 shares of common stock issued and outstanding at February 6, 2008. On April 26, 2004, the Company completed a 1-for-200 reverse split of its common stock, leaving 30,390 shares remaining outstanding. In May 2004 the company authorized the issuance of 5,000,000 shares of its restricted common stock to its sole officer and director for services. In November 2004 the company issued a total of 20,000,000 shares of its common stock to a third party for capital and other services rendered on behalf of the company on or before November 2, 2004. On the same date the company issued an additional 9,000,000 shares of its common stock in exchange for settlement and satisfaction of the balance of any indebtedness of the company. All such shares were issued at par value. On February 25, 2008, the company completed a 1-for-100 reverse split of its common stock, leaving 340,304 shares outstanding.

(3) Income Taxes Deferred income taxes (benefits) are provided for certain income and expenses which are recognized in different periods for tax and financial reporting purposes. The Company had net operating loss carry-forwards for income tax purposes of approximately $0.

(4) Going Concern Even though as shown in the accompanying consolidated financial statements, the Company incurred cumulative net losses totaling $6,918 for the period ended December 31, 2008, it has a stockholders’ deficit of approximately $48,254 as of December 31, 2008. These conditions raise

F-4

First Quantum Ventures, Inc.

(A Development Stage Enterprise)

Notes to Financial Statements

(4) Going Concern, continued substantial doubt as to the ability of the Company to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon increasing sales and obtaining additional capital and financing. The Company is attempting to raise additional funds for the Company through third parties. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

F-5

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

FOR THE QUARTER ENDED DECEMBER 31, 2008 AND 2007

Discussion and Analysis

The following discussion and analysis should be read in conjunction with the financial statements of the Company and the accompanying notes appearing subsequently under the caption "Financial Statements."

Results of Operations

For the quarter ended December 31, 2008 we experienced a loss of $6,918 as opposed to a loss of $3,759 for the quarter ended December 31, 2007.

Net Operating Revenues

We had operating revenue of $0 and $0 for the quarter ended December 31, 2008, and 2007, respectively.

Operating Expenses and Charges

The operating expenses for the quarter ended December 31, 2008 were $6,918. For the quarter ended December 31, 2007, the significant operating expenses were $3,759.

Liquidity and Capital Resources

For the quarter ended December 31, 2008, the Company generated no cash flow from operations. Consequently, the Company has been dependent upon its lenders to fund its cash requirements. The same situation existed for the quarter ended December 31, 2007.

At December 31, 2008, the Company had cash of $0 and a convertible note payable of $40,736.

Business Plan and Strategy

First Quantum Ventures, Inc., (“FQVI”) was originally formed as Cine-Source Entertainment, Inc., (“Old Corporation”) a Colorado Corporation, on July 29, 1988. Pursuant to a Plan of Merger dated February 24, 2004, the Old Corporation filed Articles and Certificate of Merger with the Secretary of State of the State of Colorado merging the Old Corporation into Cine-Source Entertainment, Inc., (“The Surviving Corporation”), a Colorado Corporation. A previous controlling shareholder group of the Old Corporation arranged the merger for business reasons that did not materialize. On April 26, 2004, the Company effected a 1-for-200 reverse stock split. Thereafter, the name of the surviving corporation was changed to First Quantum Ventures, Inc., on April 27, 2004. On April 13, 2006 the Surviving Corporation formed a wholly owned subsidiary, a Nevada Corporation named First Quantum Ventures, Inc., and on May 5, 2006 merged Surviving Corporation into First Quantum Ventures, Inc., the Nevada Corporation. Our common stock is currently traded on the over-the-counter Bulletin Board (OTC:BB) under the symbol “FQVI”.

FQVI is authorized to engage in any lawful corporation undertaking including, but limited to, selected mergers and acquisitions. We have been in a development stage since inception and at the current time have no active operations. The Company intends to satisfy securities law requirements for 34 Act reporting. This will enable an acquired foreign or domestic private company to become a repor ting (“ public” ) company whose securities qualify for trading in the United States secondary market.

We will attempt to locate and negotiate with a business entity for the combination of that target company with us. The combination will normally take the form of a merger, stock- for-stock exchange or stock-for-assets exchange. In most instances, the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that we will be successful in locating or negotiating with any target company.

-1-

Going Concern

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. We have a stockholders deficit of $62,189 and net losses from operations of $6,918 and $3,759, respectively, for the quarter ended December 31, 2008 and 2007. These conditions raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

Item 4 - Controls and Procedures

Our management, which includes our Chief Executive Officer, has conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-14(c) promulgated under the Securities and Exchange Act of 1934, as amended) as of a date (the "Evaluation Date") as of the end of the period covered by this report. Based upon that evaluation, our management has concluded that our disclosure controls and procedures are effective for timely gathering, analyzing and disclosing the information we are required to disclose in our reports filed under the Securities Exchange Act of 1934, as amended. There have been no significant changes made in our internal controls or in other factors that could significantly affect our internal controls subsequent to the end of the period covered by this report based on such evaluation.

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PART II OTHER INFORMATION

Item 1 Legal Proceedings

None

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in Item 1A of Part I of our 2008 annual report on Form 10-K.

Item 2 Unregistered Sales of Equity Securities and the Use of Proceeds

None

Item 3 Defaults upon senior securities

None

Item 4 Submission of matters to a vote of security holders

None

Item 5 Other information

The company has recently formed a subsidiary corporation to engage in business and financial advisory work of a general nature. Part of this undertaking will include efforts to locate and acquire other companies with operating businesses that can be integrated into the structure of the company and other companies that will compliment the financial and business advisory work. At this date the company is seeking a representative to operate the newly formed subsidiary and will at that time more clearly define the parameters of its acquisition program.

Item 6 Exhibits and reports on Form 8-K

(a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as described in the following index of exhibits, are incorporated herein by reference, as follows:

Exhibit
No.	Description

31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

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

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.

FIRST QUANTUM VENTURES, INC.

By: /s/ Andrew Godfrey

Andrew Godfrey

Chief Executive Officer

and Chief Financial Officer

Date: May 14, 2009

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