Bespoke Extracts, Inc. - Annual Report: 2009 (Form 10-K)
UNITED
STATES SECURITIES AND
EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM
10-K
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For the
Fiscal Year Ended June 30, 2009
For the
transition period from
to
Commission
File No. 000-52759
First
Quantum Ventures, Inc.
(Name of
Small Business Issuer in Its Charter)
|
Nevada
|
20-4743354
|
|||
|
(State
of other jurisdiction of
Incorporation
or Organization)
|
(Employer
Identification Number)
|
|
2101 Vista Parkway., Suite
292 West Palm Beach,
Florida
|
33411
|
|||
| (Address of principal executive offices) |
(Zip
Code)
|
(561)
228-6148
(Issuer's
Telephone Number, Including Area Code)
Securities
registered pursuant to Section 12(b) of the Exchange Act:
None.
Securities
registered pursuant to Section 12(g) of the Exchange Act:
Common
Stock, $.001 Par Value Per Share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No x
Check whether the
Issuer: (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 x No o
Indicate
by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K 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 or any amendment
to this Form 10-K. x
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes o No
o
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
Of the
340,632 shares of voting stock of the registrant issued and outstanding as of
June 30, 2009, 340,632 shares were held by non-affiliates. The aggregate market
value of the voting stock held by non-affiliates of the registrant computed by
reference to the closing bid price of its Common Stock as reported on the OTC
Bulletin Board on October 21, 2009: $3,406.
Transitional
Small Business Disclosure Format (check one):
Yes o No
x
DOCUMENTS
INCORPORATED BY REFERENCE
None
PART
I
The following discussion
should be read in conjunction with the Company’s audited financial statements
and notes thereto and Item 6 included herein. In connection with, and
because the Company desires to take advantage of, the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995, the Company cautions
readers regarding certain forward looking statements in the following discussion
and elsewhere in this report and in any other statement made by, or on its
behalf, whether or not in future filings with the Securities and Exchange
Commission. Forward-looking statements are statements not based on
historical information and which relate to future operations, strategies,
financial results or other developments. Forward looking statements are
necessarily based upon estimates and assumptions that are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are beyond the Company’s control and many of which, with respect
to future business decisions, are subject to change. These uncertainties and
contingencies can affect actual results and could cause actual results to differ
materially from those expressed in any forward looking statements made by, or on
the Company’s behalf. Without limiting the generality of the foregoing, words
such as "may", "anticipate", "intend", "could", "estimate", or "continue" or the
negative or other comparable terminology are intended to identify
forward-looking statements. The Company disclaims any obligation to update
forward-looking statements.
Item
1. Description of Business
Business of the
Company
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.
The Company is
a start-up, developmental stage company and has not yet generated or realized
any revenues from business operations. The Company's auditors have
issued a going concern opinion in our audited financial statements for the
fiscal year ended June 30, 2009 and 2008. This means that our
auditors believe there is doubt that the Company can continue as an
on-going business for the next twelve months unless it obtains additional
capital to pay its bills. This is because the Company has not generated any
revenues and no revenues are anticipated. Accordingly, we must raise cash from
sources such as investments by others in the Company and
through possible transactions with strategic or joint venture
partners. In the event we raise cash, we will likely use such funds to develop a
new business plan, which is as yet undetermined. We do not plan to use any
capital raised for the purchase or sale of any plant or significant equipment.
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".
1
Our
principal place of business is 2101 Vista Parkway, Suite 292, West Palm Beach,
Florida 33411, and our telephone number at that address is (561)
228-6148.
Employees
As of June 30, 2009, the
Company employed no full time and no part time employees. None of the
Company's employees are represented by labor unions. The Company
believes its relationship with employees is excellent and does not believe that
unionization is likely to happen. We anticipate hiring additional
employees over the next twelve months if we are successful in
implementing a new plan of operations or completing a business
combination with an operating company.
Subsidiaries:
We do not
have any subsidiaries.
Patents
and Trademarks:
We do not
own, either legally or beneficially, any patents or trademarks.
Available
Information
Information
regarding the Company's annual reports on Form 10-KSB/10-K, quarterly reports on
Form 10-QSB/10-Q, current reports on Form 8-K, and any amendments to these
reports, are available to the public from the SEC's website at
http://www.sec.gov as soon as reasonably practicable after the Company
electronically files such reports with the Securities and Exchange
Commission. Any document that the Company files with the SEC may also
be read and copied at the SEC's public reference room located at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference
room.
You
should consider each of the following risk factors and any other information set
forth in this Form 10-K and the other Company’s reports filed with the
Securities and Exchange Commission (“SEC”), including the Company’s financial
statements and related notes, in evaluating the Company’s business and
prospects. The risks and uncertainties described below are not the only ones
that impact on the Company’s operations and business. Additional risks and
uncertainties not presently known to the Company, or that the Company currently
considers immaterial, may also impair its business or operations. If any of the
following risks actually occur, the Company’s business and financial condition,
results or prospects could be harmed.
Risks Associated With the
Company’s Prospective Business And Operations
The
Company lacks meaningful operating history and will require substantial capital
if it is to be successful. We will require additional funds for our
operations.
At June
30, 2009, we had a working capital deficiency of approximately $67,227. We will
require significant cash during fiscal 2010, in order to implement any
acquisitions. No assurances can be given that the Company will be able to obtain
the necessary funding during this time to make any acquisitions. The
inability to raise additional funds will have a material adverse affect on the
Company’s business, plan of operation and prospects. Acquisitions may
be made with cash or our securities or a combination of cash and securities. To
the extent that we require cash, we may have to borrow the funds or sell equity
securities. The issuance of equity, if available, would result in dilution to
our stockholders. We have no commitments from any financing source
and we may not be able to raise any cash necessary to complete an acquisition.
If we fail to make any acquisitions, our future growth may be
limited. If we make any acquisitions, they may disrupt or have a
negative impact on our business.
2
The terms
on which we may raise additional capital may result in significant dilution and
may impair our stock price. Because of our cash position, our stock price and
our immediate cash requirements, it is difficult for us to raise capital for any
acquisition. We cannot assure you that we will be able to get financing on any
terms, and, if we are able to raise funds, it may be necessary for us to sell
our securities at a price that is at a significant discount from the market
price and on other terms which may be disadvantageous to us. In connection with
any such financing, we may be required to provide registration rights to the
investors and pay damages to the investor in the event that the registration
statement is not filed or declared effective by specified dates. The price and
terms of any financing which would be available to us could result in both the
issuance of a significant number of shares and significant downward pressure on
our stock price.
The
Company’s officers and directors may have conflicts of interest and do not
devote full time to the Company’s operations.
The
Company’s officers and directors may have conflicts of interest in that they are
and may become affiliated with other companies. In addition, the Company’s
officers do not devote full time to the Company’s operations. Until such time
that the Company can afford executive compensation commensurate with that being
paid in the marketplace, its officers will not devote their full time and
attention to the operations of the Company. No assurances can be given as to
when the Company will be financially able to engage its officers on a full time
basis.
We have not voluntarily implemented various
corporate governance measures in the absence of which, shareholders may have
more limited protections against interested director transactions, conflicts of
interest and similar matters.
Recent
Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in
the adoption of various corporate governance measures designed to promote the
integrity of the corporate management and the securities markets. Some of these
measures have been adopted in response to legal requirements. Others have been
adopted by companies in response to the requirements of national securities
exchanges, such as the NYSE or The Nasdaq Stock Market, on which their
securities are listed. Among the corporate governance measures that are required
under the rules of national securities exchanges and Nasdaq are those that
address board of directors' independence, audit committee oversight, and the
adoption of a code of ethics. While our board of directors has adopted a Code of
Ethics and Business Conduct, we have not yet adopted any of these corporate
governance measures and, since our securities are not yet listed on a national
securities exchange or Nasdaq, we are not required to do so. It is possible that
if we were to adopt some or all of these corporate governance measures,
shareholders would benefit from somewhat greater assurances that internal
corporate decisions were being made by disinterested directors and that policies
had been implemented to define responsible conduct. For example, in the absence
of audit, nominating and compensation committees comprised of at least a
majority of independent directors, decisions concerning matters such as
compensation packages to our senior officers and recommendations for director
nominees may be made by a majority of directors who have an interest in the
outcome of the matters being decided. Prospective investors should bear in mind
our current lack of corporate governance measures in formulating their
investment decisions.
3
Provisions
of our Articles of Incorporation and Bylaws may delay or prevent take-over which
may not be in the best interest of our stockholders.
Provisions
of our articles of incorporation and bylaws may be deemed to have anti-takeover
effects, which include when and by whom special meetings of our stockholders may
be called, and may delay, defer or prevent a takeover attempt. In addition,
certain provisions of the Florida Statutes also may be deemed to have certain
anti-takeover effects which include that control of shares acquired in excess of
certain specified thresholds will not possess any voting rights unless these
voting rights are approved by a majority of a corporation's disinterested
stockholders. In addition, our articles of incorporation authorize
the issuance of up to 10,000,000 shares of preferred stock with such rights and
preferences as may be determined from time to time by our board of directors, of
which 0 shares of Preferred Stock are issued and outstanding as of March 16,
2009. Our board of directors may, without stockholder approval, issue preferred
stock with dividends, liquidation, conversion, voting or other rights that could
adversely affect the voting power or other rights of the holders of our common
stock. As a result, our board of directors can issue such stock to
investors who support our management and give effective control of our business
to our management.
We may be
exposed to potential risks relating to our internal controls over financial
reporting and our ability to have those controls attested to by our independent
auditors.
As
directed by Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX 404"), the
Securities and Exchange Commission adopted rules requiring public companies to
include a report of management on the company's internal controls over financial
reporting in their annual reports, including Form 10-K. In addition, the
independent registered public accounting firm auditing a company's financial
statements must also attest to and report on management's assessment of the
effectiveness of the company's internal controls over financial reporting as
well as the operating effectiveness of the company's internal controls. We are
evaluating our internal control systems quarterly in order to allow our
management to report on, and our independent auditors attest to, our internal
controls, as a required part of our Annual Report on Form 10-K beginning with
our report for the fiscal year ended June 30, 2008.
While we
expect to expend significant resources in developing the necessary documentation
and testing procedures required by SOX 404, there is a risk that we will not
comply with all of the requirements imposed thereby. At present, there is no
precedent available with which to measure compliance adequacy. Accordingly,
there can be no positive assurance that we will receive a positive attestation
from our independent auditors. In the event we identify significant deficiencies
or material weaknesses in our internal controls that we cannot remediate in a
timely manner or we are unable to receive a positive attestation from our
independent auditors with respect to our internal controls, investors and others
may lose confidence in the reliability of our financial statements and our
ability to obtain equity or debt financing could suffer.
Risks
Related to the Company’s Common Stock
The
Company does not expect to pay dividends in the foreseeable
future.
4
The
Company has never paid cash dividends on its common stock and has no plans to do
so in the foreseeable future. The Company intends to retain earnings, if any, to
develop and expand its business.
“Penny
stock” rules may make buying or selling the common stock difficult and severely
limit their market and liquidity.
Trading
in the Company’s common stock is subject to certain regulations adopted by the
SEC commonly known as the “Penny Stock Rules”. The Company’s common stock
qualifies as penny stock and is covered by Section 15(g) of the Securities and
Exchange Act of 1934, as amended (the “1934 Act”), which imposes additional
sales practice requirements on broker/dealers who sell the Company’s common
stock in the market. The “Penny Stock” rules govern how broker/dealers can deal
with their clients and “penny stock”. For sales of the Company’s common stock,
the broker/dealer must make a special suitability determination and receive from
clients a written agreement prior to making a sale. The additional burdens
imposed upon broker/dealers by the “penny stock” rules may discourage
broker/dealers from effecting transactions in the Company’s common stock, which
could severely limit its market price and liquidity. This could prevent
investors from reselling Echo common stock and may cause the price of the common
stock to decline.
Although
publicly traded, the Company’s common stock has substantially less liquidity
than the average trading market for a stock quoted on other national exchanges,
and our price may fluctuate dramatically in the future.
Although
the Company’s common stock is listed for trading on the Over-the-Counter
Electronic Bulletin Board, the trading market in the common stock has
substantially less liquidity than the average trading market for companies
quoted on other national stock exchanges. A public trading market having the
desired characteristics of depth, liquidity and orderliness depends on the
presence in the marketplace of willing buyers and sellers of our common stock at
any given time. This presence depends on the individual decisions of investors
and general economic and market conditions over which we have no control. Due to
limited trading volume, the market price of the Company’s common stock may
fluctuate significantly in the future, and these fluctuations may be unrelated
to the Company’s performance. General market price declines or overall market
volatility in the future could adversely affect the price of the Company’s
common stock, and the current market price may not be indicative of future
market prices.
Item
2. Description of Property
The
Company’s current executive offices are at 2101 Vista Parkway, Suite 292, West
Palm Beach, Florida 33411. The property consists of approximately 100
square feet of furnished office space. We pay no rent or other fees for the use
of the mailing address as these offices are used virtually full-time by other
businesses of our shareholder. We believe that the foregoing space is
adequate to meet our current needs and anticipate moving our offices during the
next twelve (12) months if we are able to execute a new business
plan.
Item
3. Legal Proceedings
None.
Item
4. Submission of Matters to a Vote of Security Holders
No matter
was submitted to a vote of our shareholders, through the solicitation of proxies
or otherwise during the fourth quarter of our fiscal year ended June 30, 2009,
covered by this report.
5
PART II
Item
5. Market for Common Equity and Related Stockholder Matters.
(a) Market Information.
There is no established trading market in our Common
Stock. The Company's
common
stock is traded only on the OTC Bulletin Board (OTC: FQVE).
(b) Holders. As
of June 30, 2009, there were approximately thirty-five (35) holders of record of
our common stock, which excludes those shareholders holding stock in street
name.
(c) Dividend
Policy. We have not declared or paid cash dividends or made
distributions in the past, and we do not anticipate that we will pay cash
dividends or make distributions in the foreseeable future. We currently intend
to retain and reinvest future earnings, if any, to finance our
operations.
(d) Equity Compensation
Plans. We have not authorized any compensation plans
(including individual compensation arrangements) under which our equity
securities have been authorized for issuance as of the end of the most recently
completed fiscal year ended June 30, 2009. We have not authorized any such plan
for the fiscal year ended June 30, 2009.
Recent Sales of Unregistered
Securities.
We did
not sell any securities during the period covered by this report that were not
registered under the Securities Act of 1933, as amended.
Item
7. Management's Discussion and Analysis
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."
This
report on Form 10-K contains forward-looking statements that are subject to
risks and uncertainties that could cause actual results to differ materially
from those discussed in the forward-looking statements and from historical
results of operations. Among the risks and uncertainties which could cause such
a difference are those relating to our dependence upon certain key personnel,
our ability to manage our growth, our success in implementing the business
strategy, our success in arranging financing where required, and the risk of
economic and market factors affecting us or our customers. Many of such risk
factors are beyond the control of the Company and its management.
6
FOR THE
YEAR ENDED JUNE 30, 2009 AND 2008
Results of
operations
For the
twelve months ended June 30, 2009 and 2008, we had no significant
operations.
Net Operating
Revenues
There was
no operating revenue for the twelve months ended June 30, 2009, and 2008
respectively.
Operating Expenses and
Charges
The
significant operating expenses for the twelve months ended June 30, 2009,
included $11,962 in general and administrative expenses and $9,125 in
professional fees. For the twelve months ended June 30, 2008, the significant
expenses were $21,071 in general and administrative expenses including
professional fees.
Financial Condition,
Liquidity and Capital Resources
For the
twelve months ended June 30, 2009 and 2008, the Company has not generated cash
flow from operations. Consequently, the Company has been dependent upon third
party loans to fund its cash requirements.
As of
June 30, 2009, the Company had cash of $0. The Company's total assets were
unchanged at $0 as of June 30, 2009 and 2008. At June 30, 2009, total
liabilities increased from $41,336 to $67,227. This increase is attributable to
borrowing to pay expenses. As of June 30, 2009, the Company had no
outstanding debt other than a long-term line of credit. The Company is seeking
to raise capital to implement the Company's business strategy. In the
event additional capital is not raised, the Company may seek a merger,
acquisition or outright sale.
Business Plan and
Strategy
The
Company is a the development stage enterprise. The Company is currently seeking
certain opportunities.
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 $67,227
and a working capital deficiency of $10,071 at June 30, 2009, and net losses
from operations of $25,891 and $24,549, respectively, for the years ended June
30, 2009 and 2008. 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.
Recent
Accounting PronouncementsRecent Accounting Pronouncements
In July
2001 the FASB issued SFAS No. 141 "Business Combinations" and SFAS No. 142
"Goodwill and Other Intangible Assets." We have adopted the provisions of SFAS
No. 141 and 142, and such adoption did not impact our results of
operations.
In July
2001 the SEC issued SAB 102 "Selected Loan Loss Allowance Methodology and
Documentation Issues." We do not expect this SAB to have any effect on our
financial position or results of operations.
In August
2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations."
7
Management
does not expect the standard to have any effect on our financial position or
results of operations.
In
October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment of
Long-Lived Assets." We have adopted the provisions of SFAS No. 144 and 142, and
such adoption did not impact our results of operations.
In April
2002 the FASB issued SFAS No. 145, "Rescission of SFAS's 4, 44 and 64, Amendment
of SFAS No. 13 and Technical Corrections." Management does not expect the
standard to have any effect on our financial position or results of
operations.
In June
2002 the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities." Management does not expect the standard to have any effect
on our financial position or results of operations.
In
October 2002 the FASB issued SFAS No. 147, "Acquisition of Certain Financial
Institutions." Management does not expect the standard to have any effect on our
financial position or results of operations.
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.
Start-Up
Costs. Costs of start-up activities, including organization costs, are expensed
as incurred, in accordance with Statement of Position (SOP)
98-5.
Net loss
per share. Basic loss per weighted average common share excludes dilution and is
computed by dividing the net loss by the weighted average number of common
shares outstanding during the period. The Company applies Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" (FAS 123).
Fair
value of financial instruments. The carrying values of cash and accrued
liabilities approximate their fair values due to the short maturity of these
instruments.
The
preparation of financial statements in conformity with generally accepted
accounting principles (GAAP) requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results may differ from those
estimates.
Off-Balance Sheet
Arrangements
We have
not entered into any off-balance sheet arrangements. We do not anticipate
entering into any off-balance sheet arrangements during the next 12
months.
8
Item
8. Financial Statements and Supplementary Data
Our financial statements have been
examined to the extent indicated in their reports by Larry O’Donnell, CPA, PC
for the two years ended June 30, 2009 and 2008, and have been prepared in
accordance with generally accepted accounting principles and pursuant
to Regulation S-X as promulgated by the Securities and Exchange
Commission and are included herein, on Page F-1 hereof in response to
Part F/S of this Form 10-K.
F-1
INDEX
TO FINANCIAL STATEMENTS
| Reports of Independent Registered Public Accounting Firms | F-3 |
| Balance Sheet | F-4 |
| Statements of Operations | F-5 |
| Statements of Stockholders’ Equity | F-6 |
| Statements of Cash Flows | F-7 |
| Notes to Financial Statement | F-8 |
F-2
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors
First
Quantum Ventures, Inc.
West
Palm Beach, FL
I
have audited the accompanying balance sheets of First Quantum Ventures, Inc. as
of June 30, 2009 and 2008, and the related statements of operations, changes in
stockholders’ deficiency, and cash flows for the years then
ended. These financial statements are the responsibility of the
Company’s management. My responsibility is to express an opinion on
these financial statements based on my audits.
I
conducted my audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. I believe that my audits provide a reasonable basis for
my opinion.
In
my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of First Quantum Ventures, Inc. as of
June 30, 2009 and 2008, and the results of their operations and cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States of America.
Thes
accompanying financial statements have been prepared assuming that First Quantum
Ventures, Inc. will continue as a going concern. As discussed in Note 2 to the
financial statements, First Quantum Ventures, Inc. has suffered recurring losses
from operations which raises substantial doubt about the Company's ability to
continue as a going concern. Management's plans as to these matters are also
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Larry
O’Donnell, CPA, P.C.
October
13, 2009
F-3
First
Quantum Ventures, Inc.
(an
development stage enterprise)
Balance
Sheet
June
30,
|
2009
|
2008
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
|
$ | 0 | $ | 0 | ||||
|
Prepaid
expenses
|
0 | 0 | ||||||
|
Total
current assets
|
0 | 0 | ||||||
|
OTHER
ASSETS
|
||||||||
|
Other
assets
|
0 | 0 | ||||||
|
Total
other assets
|
0 | 0 | ||||||
|
Total
Assets
|
$ | 0 | $ | 0 | ||||
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Accounts
payable and accrued liabilities
|
$ | 0 | $ | 0 | ||||
|
Accrued
interest payable
|
10,071 | 5,267 | ||||||
|
Total
current liabilities
|
10,071 | 5,267 | ||||||
|
LONG-TERM
LIABILITIES
|
||||||||
|
Long-term
line of credit payable
|
57,156 | 36,069 | ||||||
|
Total
long-term liabilities
|
57,156 | 36,069 | ||||||
|
Total
Liabilities
|
67,227 | 41,336 | ||||||
|
STOCKHOLDERS’
EQUITY
|
||||||||
|
Common
stock, $0.001 par value, authorized 500,000,000 shares;
340,632
issued and outstanding
|
340 | 340 | ||||||
|
Additional
paid-in capital
|
33,690 | 33,690 | ||||||
|
Deficit
accumulated during the pre-exploration stage
|
(101,257 | ) | (75,366 | ) | ||||
|
Total
stockholders’ equity
|
(67,227 | ) | (41,336 | ) | ||||
|
Total
Liabilities and Stockholders’ Equity
|
$ | 0 | $ | 0 | ||||
The
accompanying notes are an integral part of the financial
statements
F-4
First
Quantum Ventures, Inc.
(an
development stage enterprise)
Statements
of Operations
Year
Ended June 30,
|
2009
|
2008
|
Cumulative from
February 24, 2004 (inception) to June 30, 2009
|
||||||||
|
REVENUES
|
$ | 0 | $ | 0 | $ | 0 | ||||
|
OPERATING
EXPENSES:
|
||||||||||
|
General
and administrative expenses
|
11,962 | 21,071 | 82,061 | |||||||
|
Interest
expense
|
4,804 | 3,478 | 10,071 | |||||||
|
Professional
fees
|
9,125 | 0 | 9,125 | |||||||
|
Total
expenses
|
25,891 | 24,549 | 101,257 | |||||||
|
Net
income (loss)
|
$ | (25,891 | ) | $ | (24,549 | ) | $ | (101,257 | ) | |
|
Income
(loss) per weighted average common share
|
$ | (0.01 | ) | $ | (0.01 | ) | ||||
|
Number
of weighted average common shares outstanding
|
340,632 | 340,632 | ||||||||
The
accompanying notes are an integral part of the financial
statements
F-5
First
Quantum Ventures, Inc.
(an
development stage enterprise)
Statement
of Stockholders’ Equity (Deficit)
|
Number
of
Shares
|
Common
Stock
|
Additional
Paid-in
Capital
|
Deficit
Accumulated
During
the
Pre-exploration
Stage
|
Total
Stockholders’
Equity
|
||||||||||||||||
|
BEGINNING BALANCE, July
1, 2005
|
34,030,390 | $ | 34,030 | $ | 0 | $ | (34,030 | ) | $ | 0 | ||||||||||
|
Net
loss
|
0 | 0 | 0 | (8,582 | ) | (8,582 | ) | |||||||||||||
|
BALANCE, June 30,
2006
|
34,030,390 | 34,030 | 0 | (42,612 | ) | (8,582 | ) | |||||||||||||
|
Net
loss
|
0 | 0 | 0 | (8,205 | ) | (8,205 | ) | |||||||||||||
|
BALANCE, June 30,
2007
|
34,030,390 | 34,030 | 0 | (50,817 | ) | (16,787 | ) | |||||||||||||
|
1
for 100 reverse split
|
(33,690,086 | ) | (33,690 | ) | 33,690 | 0 | 0 | |||||||||||||
|
Net
loss
|
0 | 0 | 0 | (24,549 | ) | (24,549 | ) | |||||||||||||
|
BALANCE, June 30,
2008
|
340,304 | 340 | 33,690 | (75,366 | ) | (41,336 | ) | |||||||||||||
|
Net
loss
|
0 | 0 | 0 | (25,891 | ) | (25,891 | ) | |||||||||||||
|
ENDING BALANCE, June 30,
2009
|
340,304 | $ | 340 | $ | 33,690 | $ | (101,257 | ) | $ | (67,227 | ) | |||||||||
The
accompanying notes are an integral part of the financial
statements
F-6
First
Quantum Ventures, Inc.
(an
development stage enterprise)
Statements
of Cash Flows
Year
Ended June 30,
|
2009
|
2008
|
Cumulative from
February 24, 2005 (inception) to June 30, 2009
|
||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net
loss
|
$ | (25,891 | ) | $ | (24,549 | ) | $ | (101,257 | ) | |||
|
Adjustments
to reconcile net loss to net cash used by operating
activities:
|
||||||||||||
|
Common
stock issued for services
|
0 | 0 | 25,000 | |||||||||
|
Changes
in operating assets and liabilities
|
||||||||||||
|
Increase
(decrease) in accounts payable - trade
|
0 | 0 | 0 | |||||||||
|
Increase
(decrease) in accrued interest
|
4,804 | 3,478 | 10,071 | |||||||||
|
Net
cash provided (used) by operating activities
|
(21,087 | ) | (21,071 | ) | (66,186 | ) | ||||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
|
Deposit
on options
|
0 | 0 | 0 | |||||||||
|
Net
cash provided (used) by investing activities
|
0 | 0 | 0 | |||||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Common
stock issued for cash
|
0 | 0 | 9,030 | |||||||||
|
Proceeds
from line of credit payable
|
21,087 | 21,071 | 57,156 | |||||||||
|
Payments
on notes payable
|
0 | 0 | 0 | |||||||||
|
Net
cash provided by financing activities
|
21,087 | 21,071 | 66,186 | |||||||||
|
Net
increase (decrease) in cash
|
0 | 0 | 0 | |||||||||
|
CASH, beginning of
period
|
0 | 0 | 0 | |||||||||
|
CASH, end of
period
|
$ | 0 | $ | 0 | $ | 0 | ||||||
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||||
|
Non-Cash
Financing Activities:
|
||||||||||||
|
None
|
||||||||||||
The
accompanying notes are an integral part of the financial
statements
F-7
First
Quantum Ventures, Inc.
(an
development stage enterprise)
NOTES TO
FINANCIAL STATEMENTS
NOTE 1
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
(a) The Company First
Quantum Ventures, Inc.. is a Nevada chartered development stage
corporation which conducts business from its headquarters in West Palm
Beach, Florida.
The following summarize the more significant accounting
and reporting policies and practices of the
Company:
|
|
(b) 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.
|
|
(c) Start-up
costs Costs of start-up activities, including
organization costs, are expensed as incurred, in accordance with Statement
of Position (SOP) 98-5.
|
|
(d) Stock compensation for
services rendered The Company may
issue 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.
|
|
(e) Net income (loss) per share
Basic loss per share is computed by dividing the net income (loss)
by the weighted average number of common shares outstanding during the
period.
|
|
(f) Property and equipment
All property and equipment are recorded
at cost and depreciated over their estimated useful lives, using the
straight-line method. Upon sale or retirement, the cost and
related accumulated depreciation are eliminated from their respective
accounts, and the resulting gain or loss is included in the
results of operations. Repairs and maintenance charges, which
do not increase the useful lives of the assets, are charged to operations
as incurred.
|
|
(g) Cash and equivalents For purposes of the statement of cash flows,
the Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash
equivalents
|
NOTE 2
- GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company’s financial position
and operating results raise substantial doubt about the Company’s ability to
continue as a going concern, as reflected by the net loss of $101,257
accumulated through June 30, 2009. The ability of the Company to
continue as a going concern is dependent upon commencing operations, developing
sales and obtaining additional capital and financing. The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern. The Company is currently
seeking additional capital to allow it to begin its planned
operations.
F-8
First
Quantum Ventures, Inc.
(an
development stage enterprise)
NOTES TO
FINANCIAL STATEMENTS
NOTE 3 -
NOTES PAYABLE
The
Company has entered into a convertible line of credit payable, which bears a 10%
interest rate, a maturity date of December 31, 2011 and is unsecured. The line
allows for draws up to $100,000, of which the Company has drawn $57,156. It is
convertible at the option of the holder at the lesser of 60% of the 3 day prior
closing price, $0.01 or the price shares are sold to a third party.
NOTE 4 –
STOCKHOLDERS EQUITY
At June
30, 2009, the Company has 500,000,000 shares of par value $0.001 common stock
authorized and 340,632 issued and outstanding.
F-9
Item
9. Changes In
and Disagreements with Accountants on Accounting and
Financial Disclosure.
None
Item
9A. CONTROLS AND PROCEDURES.
Evaluation
of Disclosure Controls and Procedures
We have
carried out an evaluation, under the supervision and with the participation of
our management, including our Chief Executive Officer and ourChief Financial
Officer, of the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") as of June 30,
2009.
Management's Report on Internal Control
Over Financial Reporting. Our Management is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act. Those rules
define internal control over financial reporting as a process designed 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 principles and includes
those policies and procedures that: 1.Pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of our assets; 2. Provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
out receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and 3. Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisitions, use or disposition our assets that could have a
material effect on our financial statements.
Because
of its inherent limitations, internal controls over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Management
assessed the effectiveness of our internal control over financial reporting as
of June 30, 2009. In
making this assessment, our management used the criteria established
in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO"). Based
on our assessment, we believe that, as of June 30, 2009, our
internal control over financial reporting is effective based on those
criteria.
This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit us to provide only
management's report in this annual report.
Changes
in Internal Control Over Financial Reporting
There
have been no changes in our internal control over financial reporting during the
most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.
Item
9B. Other Information
None.
9
PART
III
Item
10. Directors, Executive Officers, and Corporate Governance
(a) Set
forth below are the names, ages, positions, with the Company and business
experiences of the executive officers and directors of the
Company.
| Name | Age | Position(s) with Company |
| Andrew Godfrey | 46 | President, Chief Executive Officer, Secretary and Director |
Business
Experience
Andrew
Godfrey has been our President, Chief Executive Officer and Chairman of the
Board of Directors since April 24, 2009. Since November 2003
Mr. Godfrey has been a Consultant in international business procedures to IPC
Corporate Services, an international management service
company. Concurrently, Mr. Godfrey is a Utilities Inspector and
Supervisor for the Department of Housing and Planning in Belize.
Committees
of the Board of Directors
We
presently do not have an audit committee, compensation committee, nominating
committee, an executive committee of our board of directors, stock plan
committee or any other committees. However, our board of directors may establish
various committees during the current fiscal year.
Compensation
of Directors
Our
directors receive no cash compensation.
Terms of
Office
Our
directors are appointed for one-year terms to hold office until the next annual
general meeting of the holders of our Common Stock or until removed from office
in accordance with our by-laws. Our officers are appointed by our board of
directors and hold office until removed by our board of directors.
Involvement
in Certain Legal Proceedings
Except as
indicated above, no event listed in Sub-paragraphs (1) through (4) of
Subparagraph (d) of Item 401 of Regulation S-B, has occurred with respect to any
of our present executive officers or directors or any nominee for director
during the past five years which is material to an evaluation of the ability or
integrity of such director or officer.
Compliance
with Section 16(a) of the Securities Exchange Act of 1934
For
companies registered pursuant to section 12(g) of the Exchange Act, Section
16(a) of the Exchange Act requires our executive officers and directors, and
persons who beneficially own more than ten percent of our equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish us with copies of all
Section 16(a) forms they file. To our knowledge, based solely on a
review of the copies of reports furnished to us and written representations that
no other reports were required, Section 16(a) filing requirements applicable to
our officers, directors and greater than ten percent beneficial owners were not
complied with on a timely basis for the period which this report
relates.
Code of
Ethics
We have
not yet adopted a Code of Ethics and Business Conduct.
10
Conflicts
of Interest
None of
our officers will devote more than a portion of his time to our
affairs. There will be occasions when the time requirements of our
business conflict with the demands of the officers other business and
investment activities. Such conflicts may require that we attempt to
employ additional personnel. There is no assurance that the services
of such persons will be available or that they can be obtained upon terms
favorable to us.
Our
officers, directors and principal shareholders may actively negotiate for the
purchase of a portion of their common stock as a condition to, or in connection
with, a proposed merger or acquisition transaction, if any. In the event that
such a transaction occurs, it is anticipated that a substantial
premium may be paid by the purchaser in conjunction with any sale of shares by
our officers, directors and principal shareholders made as a condition to, or in
connection with, a proposed merger or acquisition transaction. The fact that a
substantial premium may be paid to members of
our management to acquire their shares creates a conflict of interest
for them and may compromise their state law fiduciary duties to the our other
shareholders. In making any such sale, members of Company management may
consider their own personal pecuniary benefit rather than the best interests of
the Company and the Company's other shareholders, and the other shareholders are
not expected to be afforded the opportunity to approve or consent to
any particular buy-out transaction involving shares held by members
of Company management.
It is not
currently anticipated that any salary, consulting fee, or finders fee shall be
paid to any of our directors or executive officers, or to any other affiliate of
us except as described under Executive Compensation below.
Although
management has no current plans to cause us to do so, it is possible that we may
enter into an agreement with an acquisition candidate requiring the
sale of all or a portion of the Common Stock held by our current stockholders to
the acquisition candidate or principals thereof, or to other
individuals or business entities, or requiring some other form of payment to our
current stockholders, or requiring the future employment of specified officers
and payment of salaries to them. It is more likely than not that any sale of
securities by our current stockholders to an acquisition candidate would be at a
price substantially higher than that originally paid by such stockholders. Any
payment to current stockholders in the context of an acquisition involving us
would be determined entirely by the largely unforeseeable terms of a future
agreement with an unidentified business entity.
Item
11. Executive Compensation
The
following table shows all the cash compensation paid by the Company, as well as
certain other compensation paid or accrued, during the fiscal years ended June
30, 2009 and 2008 to the Company’s President and highest paid executive
officers. No restricted stock awards, long-term incentive plan payouts or other
types of compensation, other than compensation identified in the chart below,
were paid to these executive officers during these fiscal
years.
11
Annual
Compensation
|
Name
and Principal Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan Compensation
|
All
Other Compensation
|
Total
|
|||||||||||||||||||||
|
Andrew
Godfrey
|
2009
|
$ | 0.00 | $ | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||
| 2008 | 0.00 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||
Compensation
of Directors
We have
no standard arrangements for compensating our board of directors for their
attendance at meetings of the Board of Directors.
Bonuses
and Deferred Compensation
We do not
have any bonus, deferred compensation or retirement plan. Such plans
may be adopted by us at such time as deemed reasonable by our board of
directors. We do not have a compensation committee, all decisions
regarding compensation are determined by our board of directors.
Stock
Option and Stock Appreciation Rights.
We do not
currently have a Stock Option or Stock Appreciation Rights Plan. No stock
options or stock appreciation rights were awarded during the fiscal year ended
June 30, 2009, or the period ending on the date of this Report.
Termination
of Employment and Change of Control Arrangement
There are
no compensatory plans or arrangements, including payments to be received from
us, with respect to any person named in cash compensation set out above which
would in any way result in payments to any such person because of his
resignation, retirement, or other termination of such person's employment with
us or our subsidiaries, or any change in control of us, or a change in the
person's responsibilities following a changing in control.
Item
12. Security Ownership of Certain Beneficial Owners and Management
The
following table sets forth, as of June 30, 2009, information with respect to the
beneficial ownership of our common stock by (i) persons known by us to
beneficially own more than five percent of the outstanding shares, (ii) each
director, (iii) each executive officer and (iv) all directors and executive
officers as a group.
| Name and Address | Title of Class |
Common
Stock Beneficially Owned
|
Number Percent (1) |
|
Jason
Smart*
|
Common | 250,000 | 73.39% |
* not an
officer or director
12
(1) Under
Rule 13d-3, a beneficial owner of a security includes any person who, directly
or indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (i) voting power, which includes the power to vote,
or to direct the voting of shares; and (ii) investment power, which includes the
power to dispose or direct the disposition of shares. Certain shares may be
deemed to be beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the
shares). In addition, shares are deemed to be beneficially owned by a
person if the person has the right to acquire the shares (for example, upon
exercise of an option) within 60 days of the date as of which the information is
provided. In computing the percentage ownership of any person, the amount of
shares outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person) by reason of these acquisition rights. As
a result, the percentage of outstanding shares of any person as shown in this
table does not necessarily reflect the person's actual ownership or voting power
with respect to the number of shares of common stock actually outstanding on
June 30, 2009. As of June 30, 2009, there were 340,632 shares of our common
stock issued and outstanding.
Securities
Authorized for Issuance Under Equity Compensation Plans
The
following table sets forth information as of June 30, 2009, with respect to
compensation plans (including individual compensation arrangements) under which
our common stock is authorized for issuance, aggregated as follows: (i) all
compensation plans previously approved by security holders; and (ii) all
compensation plans not previously approved by security Holders:
None.
Item 13.
Certain Relationships and Related Transactions
Except as
described below, none of the following persons has any direct or indirect
material interest in any transaction to which we are a party during the past two
years, or in any proposed transaction to which the Company is proposed to be a
party:
(A)
any director or officer;
(B)
any proposed nominee for election as a director;
(C)
any person who beneficially owns, directly or indirectly, shares carrying more
than 5% of the voting rights attached to our common stock; or
(D)
any relative or spouse of any of the foregoing persons, or any relative of such
spouse, who has the same house as such person or who is a director or officer of
any parent or subsidiary.
Item 14.
Principal Accounting Fees and Services.
|
|
Audit
Fees
|
Audit-Related
Fees
|
Tax
Fees
|
All
Other Fees
|
|
2009
|
$8,000
|
none
|
none
|
none
|
|
2008
|
$8,000
|
none
|
none
|
none
|
We have
no formal audit committee. However, our entire Board of Directors (the "Board")
is our defacto audit committee. In discharging its oversight responsibility as
to the audit process, the Board obtained from the independent auditors a formal
written statement describing all relationships between the auditors
and us that might bear on the auditors' independence as required by Independence
Standards Board Standard No. 1, "Independence Discussions with Audit
Committees." The Board discussed with the auditors any relationships that may
impact their objectivity and independence, including fees for non-audit
services, and satisfied itself as to the auditors' independence. The Board also
discussed with management, the internal auditors and the independent auditors
the quality and adequacy of its internal controls. The Board reviewed with the
independent auditors their management letter on internal controls.
13
The Board
discussed and reviewed with the independent auditors all matters
required to be discussed by auditing standards generally accepted in the United
States of America, including those described in Statement on Auditing Standards
No. 61, as amended, "Communication with Audit Committees". The Board reviewed
the audited consolidated financial statements of the Company as of and for the
year ended June 30, 2009 with management and the independent
auditors. Management has the responsibility for the preparation of the Company's
financial statements and the independent auditors have the responsibility for
the examination of those statements. Based on the above-mentioned
review and discussions with the independent auditors and management, the Board
of Directors approved the Company's audited consolidated financial statements
and recommended that they be included in its Annual Report on Form 10-K for the
year ended June 30, 2009, for filing with the Securities and Exchange
Commission. The Board also approved the reappointment of Larry
O’Donnell, CPA, PC as independent auditor.
PART
IV
Item 15.
Exhibits and Reports on Form 8-K.
(a) The
exhibits required to be filed herewith by Item 601 of Regulation S-K, 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 and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 32.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
* Filed
herewith
(b) Reports on Form
8-K
We filed
a report on Form 8-K regarding the change in auditor in August
2009.
14
SIGNATURES
In
accordance with the Exchange Act, this report has been signed below by the
following persons on our behalf and in the capacities and on the dates
indicated.
Date:
October 22,
2009 First Quantum Ventures,
Inc.
(Registrant)
By: /s/ Andrew Godfrey
Andrew Godfrey, President and
Chairman
Pursuant
to the requirements of the Exchange Act, this Report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.
| Signature | Title | Date |
| /s/ Andrew Godfrey | President & Chairman | October 21, 2009 |
| Andrew Godfrey |
15