Bespoke Extracts, Inc. - Quarter Report: 2009 March (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
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x
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QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended March 31, 2009
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o
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TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
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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)
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Nevada
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20-4743354
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(State
or other jurisdiction of incorporation
or
organization)
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(IRS
Employer Identification No.)
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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 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
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.
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PART
I. - FINANCIAL INFORMATION
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Item
1
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Financial
Statements (Unaudited)
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Item
2
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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Item
3
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Quantitative
and Qualitative Disclosures About Market Risk
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Item
4
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Controls
and Procedures
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PART
II. - OTHER INFORMATION
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Item
1
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Legal
Proceedings
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Item
1A
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Risk
Factors
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Item
2
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Unregistered
Sales of Equity Securities and the Use of Proceeds
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Item
3
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Defaults
upon Senior Securities
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Item
4
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Submission
of matters to a Vote of Security Holders
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Item
5
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Other
information
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Item
6
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Exhibits
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SIGNATURES
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INDEX
TO EXHIBITS
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PART I. -
FINANCIAL INFORMATION
Item
1 Financial Statements (Unaudited)
INDEX
TO FINANCIAL STATEMENTS
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Balance
Sheet
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F-2
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Statements
of Operations
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F-3
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Statements
of Stockholders’ Equity
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F-4
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Statements
of Cash Flows
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F-5
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Notes
to Financial Statement
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F-6
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First
Quantum Ventures, Inc.
Consolidated
Balance Sheets
(Unaudited)
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March
31, 2009
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March
31, 2008
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|||||||
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ASSETS
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||||||||
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CURRENT
ASSETS
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||||||||
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Cash
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$ | 0 | $ | 0 | ||||
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Prepaid
expenses
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0 | 0 | ||||||
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Total
current assets
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0 | 0 | ||||||
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OTHER
ASSETS
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||||||||
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Licensing
rights
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0 | 0 | ||||||
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Total
other assets
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0 | 0 | ||||||
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Total
Assets
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$ | 0 | $ | 0 | ||||
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LIABILITIES
AND STOCKHOLDERS’ EQUITY
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||||||||
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CURRENT
LIABILITIES
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||||||||
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Accounts
payable
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||||||||
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Accrued
interest payable
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$ | 8,830 | $ | 4,259 | ||||
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Total
current liabilities
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8,830 | 4,259 | ||||||
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LONG-TERM
LIABILITIES
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Convertible
note payable
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44,949 | 34,576 | ||||||
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Total
Liabilities
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53,779 | 38,835 | ||||||
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STOCKHOLDERS’
EQUITY
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Preferred
stock, $0.001 par, authorized 50,000,000 shares, 0 issued
and
outstanding
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0 | 0 | ||||||
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Common
stock, $0.001 par value, authorized 500,000,000 shares;
340,632
and 340,632 issued and outstanding, respectively
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341 | 341 | ||||||
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Additional
paid-in capital in excess of par
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0 | 0 | ||||||
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Deficit
accumulated during the development stage
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(54,120 | ) | (39,176 | ) | ||||
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Total
stockholders’ equity
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(53,779 | ) | (38,835 | ) | ||||
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Total
Liabilities and Stockholders’ Equity
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$ | 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)
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Nine
Months Ended
March
31, 2009
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Nine
Months Ended
March
31, 2008
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From
February
24,
2004
(Inception)
through
March
31, 2009
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REVENUES
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$ | 0 | $ | 0 | $ | 0 | ||||||
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OPERATING
EXPENSES:
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General
and administrative expenses
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8,880 | 17,602 | 54,949 | |||||||||
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Interest
expense
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3,563 | 2,469 | 8,830 | |||||||||
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Legal
fees - related party
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0 | 0 | 10,000 | |||||||||
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Services
- related party
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0 | 0 | 5,000 | |||||||||
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Total
expenses
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12,443 | 20,071 | 78,779 | |||||||||
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Net
income (loss)
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$ | (12,443 | ) | $ | (20,071 | ) | $ | (78,779 | ) | |||
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Income
(loss) per weighted average common share
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$ | (0.04 | ) | $ | (0.06 | ) | ||||||
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Number
of weighted average common shares outstanding
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340,632 | 340,632 | ||||||||||
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)
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Nine
Months Ended
March
31, 2009
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Nine
Months Ended
March
31, 2008
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From
February
24,
2004
(Inception)
through
March
31, 2009
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||||||||||
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CASH
FLOWS FROM OPERATING ACTIVITIES:
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Net
loss
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$ | (12,443 | ) | $ | (20,071 | ) | $ | (78,779 | ) | |||
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Adjustments
to reconcile net loss to net cash used by operating
activities:
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Stock
issued for services
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0 | 0 | 25,000 | |||||||||
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Changes
in operating assets and liabilities
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Increase
(decrease) in accrued interest
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3,563 | 2,469 | 8,830 | |||||||||
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Increase
(decrease) in accounts payable - trade
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8,880 | 17,602 | 54,949 | |||||||||
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Increase
(decrease) in accounts payable - related party
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0 | 0 | 0 | |||||||||
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Net
cash provided (used) by operating activities
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0 | 0 | 0 | |||||||||
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CASH
FLOWS FROM INVESTING ACTIVITIES:
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None
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0 | 0 | 0 | |||||||||
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Net
cash provided (used) by investing activities
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0 | 0 | 0 | |||||||||
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CASH
FLOWS FROM FINANCING ACTIVITIES:
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||||||||||||
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Proceeds
from issuance of convertible debt
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12,443 | 20,071 | 78,779 | |||||||||
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Net
cash provided by financing activities
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0 | 0 | 0 | |||||||||
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Net
increase (decrease) in cash
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(12,443 | ) | (20,071 | ) | (78,779 | ) | ||||||
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CASH, beginning of
period
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0 | 0 | 0 | |||||||||
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CASH, end of
period
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$ | 0 | $ | 0 | $ | 0 | ||||||
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NON
CASH FINANCING ACTIVITIES
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Common
stock issued to settle debt
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$ | 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 $12,443 for the period ended March 31,
2009, it has a stockholders’ deficit of approximately $53,779 as of March 31,
2009. 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 MARCH 31, 2009 AND 2008
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 $12,443 as opposed to a
loss of $20,071 for the quarter ended March 31, 2008 .
Net Operating
Revenues
We had
operating revenue of $0 and $0 for the quarter ended March 31, 2009,
and 2008, respectively.
Operating Expenses and
Charges
The
operating expenses for the quarter ended March 31, 2009 were $12,443. For the
quarter ended March 31, 2008, the significant operating expenses were
$20,071.
Liquidity and Capital
Resources
For the
quarter ended March 31, 2009, 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
March 31, 2008.
At March
31, 2009, the Company had cash of $0 and a convertible note payable of
$54,120.
Business Plan and
Strategy
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
reporting (“ 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.
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 $54,120
and significant losses from operations for the quarter ended March 31, 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.
-1-
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
applicable.
Item
4 - Controls and Procedures
Our
management, which includes our Chief Executive Officer, have 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.
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:
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Exhibit
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No.
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Description
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31.1
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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.*
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32.1
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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.*
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* Filed
herewith.
(b)
None
-2-
SIGNATURE
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