Bespoke Extracts, Inc. - Quarter Report: 2010 March (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 March 31, 2010
[_] Transition
Report Under Section 13 or 15(d) of The Securities Exchange
Act
of
1934
For the
transition period from ______________ to _____________
Commission
file number 000-52759
FIRST
QUANTUM VENTURES, INC.
---------------------------------------------------------------
(Exact
name of registrant as specified in its charter)
|
Nevada
|
20-4743354
|
|
----------------------------
|
-------------------
|
|
|
(State
or other jurisdiction
|
(IRS
Employer
|
|
|
of
incorporation)
|
Identification
No.)
|
2101
Vista Parkway, Suite 292
West Palm
Beach, FL33411
-----------------------------------------------------------
(Address
of principal executive offices)(Zip Code)
Registrant's
telephone number, including area code: (561) 228-6148
N/A
-------------------------------------------------------------
(Former
name or former address, if changes since last report)
Indicate
by check mark whether the issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act 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 |_|.
Indicate
by check mark whether the registrant is an accelerated filer, a non-accelerated
filer, or a smaller reporting company.
|
|
Large
accelerated filer |_|
|
Accelerated
filer |_|
|
|
|
Non-accelerated
filer |_|
|
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).
|
|
|
X | Yes
|
| |
No
|
APPLICABLE
ONLY TO CORPORATE ISSUERS
State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date:
As of
April 15, 2010, there were approximately 20,340,632 shares of the Issuer's
common stock, par value $0.001 per share outstanding.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
statements in this quarterly report on Form 10-Q contain or may contain
forward-looking statements that are subject to known and unknown
risks, uncertainties and other factors which may cause actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. These forward-looking statements were based on various
factors and were derived utilizing numerous assumptions and other
factors that could cause our actual results to differ materially from those in
the forward-looking statements. These factors include, but are not limited
to, economic, political and market conditions and fluctuations,
government and industry regulation, interest rate risk, U.S. and
global competition, and other factors including the risk factors set forth in
our Form 10-K. Most of these factors are difficult to predict accurately and are
generally beyond our control. You should consider the areas of risk described in
connection with any forward-looking statements that may be made herein. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this report. Readers should carefully review
this quarterly report in its entirety, including but not limited to our
financial statements and the notes thereto. Except for our ongoing obligations
to disclose material information under the Federal securities laws, we undertake
no obligation to release publicly any revisions to any forward-looking
statements, to report events or to report the occurrence of unanticipated
events. For any forward-looking statements contained in any document, we claim
the protection of the safe harbor for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995.
INDEX
PART
I. - FINANCIAL INFORMATION
|
Item
2
|
Management's
Discussion and Analysis or Plan of
Operations
|
|
Item
3
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Quantitative
and Qualitative Disclosures About Market
Risk
|
|
Item
4T.
|
Controls
and Procedures
|
PART II.
- OTHER INFORMATION
|
Item
1
|
Legal
Proceedings
|
|
Item
1A.
|
Risk
Factors
|
|
Item
2
|
Unregistered
Sales of Equity Securities and Use of
Proceeds
|
|
Item
3
|
Defaults
Upon Senior Securities
|
|
Item
4
|
Submission
of Matters to a Vote of Security
Holders
|
|
Item
6
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Exhibits
|
SIGNATURES
EXHIBITS
INDEX
TO FINANCIAL STATEMENTS
|
Balance
Sheet
|
F-2
|
|
Statements
of
Operations
|
F-3
|
|
Statements
of Stockholders=
Equity
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F-4
|
|
Statements
of Cash
Flows
|
F-5
|
|
Notes
to Financial
Statement
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F-6
|
F-1
First
QuantumVentures, Inc.
(an
development stage enterprise)
Balance
Sheet
|
March
31, 2010
|
June
30, 2009
|
|||||||
|
(Unaudited)
|
||||||||
|
ASSETS
|
||||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
|
$ | 16,479 | $ | 0 | ||||
|
Prepaid
expenses
|
0 | 0 | ||||||
|
Total
current assets
|
16,479 | 0 | ||||||
|
OTHER
ASSETS
|
||||||||
|
Other
assets
|
0 | 0 | ||||||
|
Total
other assets
|
0 | 0 | ||||||
|
Total
Assets
|
$ | 16,479 | $ | 0 | ||||
|
LIABILITIES
AND STOCKHOLDERS=
EQUITY
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Accounts
payable and accrued liabilities
|
$ | 0 | $ | 0 | ||||
|
Accrued
interest on line of credit payable
|
15,753 | 10,071 | ||||||
|
Total
current liabilities
|
15,753 | 10,071 | ||||||
|
LONG-TERM
LIABILITIES
|
||||||||
|
Long-term
line of credit payable
|
97,156 | 57,156 | ||||||
|
Total
long-term liabilities
|
97,156 | 57,156 | ||||||
|
Total
Liabilities
|
112,909 | 67,227 | ||||||
|
STOCKHOLDERS=
EQUITY
|
||||||||
|
Common
stock, $0.001 par value, authorized 500,000,000 shares;
20,340,632
and 340,632 issued and outstanding
|
20,340 | 340 | ||||||
|
Additional
paid-in capital
|
213,690 | 33,690 | ||||||
|
Deficit
accumulated during the development stage
|
(330,460 | ) | (101,257 | ) | ||||
|
Total
stockholders=
equity
|
(96,430 | ) | (67,227 | ) | ||||
|
Total
Liabilities and Stockholders=
Equity
|
$ | 16,479 | $ | 0 | ||||
The
accompanying notes are an integral part of the financial
statements
F-2
First
Quantum Ventures, Inc.
(an
development stage enterprise)
Statements
of Operations
Three And
Nine Months Ended March 31,
(Unaudited)
|
Three
Months
|
Nine
Months
|
Period
from Feb 24, 2004
(Inception)
through
|
||||||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
March
31, 2010
|
||||||||||||||||
|
REVENUES
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||
|
OPERATING
EXPENSES
|
||||||||||||||||||||
|
General
and administrative
|
202,616 | 4,213 | 208,271 | 8,880 | 290,332 | |||||||||||||||
|
Professional
fees
|
1,000 | 0 | 15,250 | 0 | 24,375 | |||||||||||||||
|
Interest
expense
|
2,023 | 1,312 | 5,682 | 3,563 | 15,753 | |||||||||||||||
|
Total
expenses
|
205,639 | 5,525 | 229,203 | 12,443 | 330,460 | |||||||||||||||
|
Net
loss
|
$ | (205,639 | ) | $ | (5,525 | ) | $ | (229,203 | ) | $ | (12,443 | ) | $ | (330,460 | ) | |||||
|
Basic
net loss per weighted average share
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$ | ( 0.01 | ) | $ | ( 0.02 | ) | $ | ( 0.01 | ) | $ | ( 0.04 | ) | ||||||||
|
Weighted
average number of shares
|
20,340,632 | 340,632 | 20,340,632 | 340,632 | ||||||||||||||||
The
accompanying notes are an integral part of the financial
statements
F-3
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
Development
Stage
|
Total
Stockholders=
Equity
|
||||||||||||||||
|
BEGINNING BALANCE, July
1, 2005
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34,030,390 | $ | 34,030 | $ | 0 | $ | (34,030 | ) | $ | 0 | ||||||||||
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Net
loss
|
0 | 0 | 0 | (8,582 | ) | (8,582 | ) | |||||||||||||
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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
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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 | ) | |||||||||||||
|
BALANCE, June 30,
2009
|
340,304 | 340 | 33,690 | (101,257 | ) | (67,227 | ) | |||||||||||||
|
Shares
issued for services
|
20,000,000 | 20,000 | 180,000 | 0 | 200,000 | |||||||||||||||
|
Net
loss
|
0 | 0 | 0 | (229,203 | ) | (229,203 | ) | |||||||||||||
|
BALANCE, March 31, 2010
(unaudited)
|
20,340,304 | $ | 20,340 | $ | 213,690 | $ | (330,460 | ) | $ | (96,430 | ) | |||||||||
The
accompanying notes are an integral part of the financial
statements
F-4
First
Quantum Ventures, Inc.
(an
development stage enterprise)
Statements
of Cash Flows
Nine
Months Ended March 31,
(Unaudited)
|
2010
|
2009
|
Cumulative from
February 24, 2004 (inception) to March 31, 2010
|
||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net
loss
|
$ | (229,203 | ) | $ | (12,443 | ) | $ | (330,460 | ) | |||
|
Adjustments
to reconcile net loss to net cash used by
operating
activities:
|
||||||||||||
|
Common
stock issued for services
|
200,000 | 0 | 225,000 | |||||||||
|
Changes
in operating assets and liabilities
|
||||||||||||
|
Increase
(decrease) in accounts payable - trade
|
0 | 8,880 | 0 | |||||||||
|
Increase
(decrease) in accrued interest
|
5,682 | 3,563 | 15,753 | |||||||||
|
Net
cash provided (used) by operating activities
|
(23,521 | ) | 0 | (89,707 | ) | |||||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
|
Deposit
on options
|
0 | 0 | 0 | |||||||||
|
Net
cash provided (used) by investing activities
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0 | 0 | 0 | |||||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Common
stock issued for cash
|
0 | 0 | 9,030 | |||||||||
|
Proceeds
from line of credit payable
|
40,000 | 0 | 97,156 | |||||||||
|
Payments
on line of credit payable
|
0 | 0 | 0 | |||||||||
|
Net
cash provided by financing activities
|
40,000 | 0 | 106,186 | |||||||||
|
Net
increase (decrease) in cash
|
16,479 | 0 | 16,479 | |||||||||
|
CASH, beginning of
period
|
0 | 0 | 0 | |||||||||
|
CASH, end of
period
|
$ | 16,479 | $ | 0 | $ | 16,479 | ||||||
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||||
|
Non-Cash
Financing Activities:
|
||||||||||||
|
None
|
||||||||||||
The
accompanying notes are an integral part of the financial
statements
F-5
First
Quantum Ventures, Inc.
(an
development stage enterprise)
NOTES
TO FINANCIAL STATEMENTS
(Unaudited)
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
(h) Interim
financial information The financial statements for the nine months ended March
31, 2010 and 2009 are unaudited and include all adjustments which in the opinion
of management are necessary for fair presentation, and such adjustments are of a
normal and recurring nature. The results for the nine months are not indicative
of a full year results.
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 $130,460
accumulated through March 31, 2010. 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-6
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 $97,156. 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 5
B
STOCKHOLDERS EQUITY
At March
31, 2010, the Company has 500,000,000 shares of par value $0.001 common stock
authorized and 340,632 issued and outstanding. In March 2010, the Company issued
20,000,000 shares in exchange for services valued at $200,000, or $0.01 per
share, the then current market price.
F-7
Item 2 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations
The
following discussion and analysis should be read in conjunction with our
Financial Statements and Notes thereto appearing elsewhere in this Report on
Form 10-Q as well as our other SEC filings.
Overview
First Quantum
Ventures, Inc., (AFQVI@) was originally formed as Cine-Source
Entertainment, Inc., (AOld 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., (AThe 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".
Comparison
of Operating Results for the Three Months Ended March 31, 2010 to the Three
Months Ended March 31, 2009
Revenues
The
Company did not generate any revenues from operations for the three months ended
March 31, 2010 or 2009. Accordingly, comparisons with prior periods are not
meaningful. The Company is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and cost increases in services.
Operating
Expenses
Operating
expenses increased by $200,114 from $5,525 for the three months ended March 31,
2009 to $205,639 for the three months ended March 31, 2010. The increase in our
net operating expenses is due to increased professional fees incurred and the
issuance of 20,000,000 shares of common stock issued for services valued at
$200,000.
Net
Loss
Net loss
increased by $200,114 from net loss of $5,525 for the three months ended March
31, 2009 to a net loss of $205,639 for the three months ended March 31, 2010.
The increase in net operating loss is due to the increased professional fees
incurred and the issuance of 20,000,000 shares of common stock issued for
services valued at $200,000.
At March
31, 2010, our accumulated deficit was $330,460.
Assets
and Liabilities
Our total
assets were $16,479 at March 31, 2010. Our assets consist of cash of
$16,479.
Total
Current Liabilities are $15,753 at March 31, 2010. Our accrued interest on line
of credit payable is $15,753.
Financial
Condition, Liquidity and Capital Resources
At March
31, 2010, we had cash and cash equivalents of $16,479. Our working capital is
presently minimal and there can be no assurance that our financial condition
will improve. To date, we have not generated cash flow from operations.
Consequently, we have been dependent upon third party loans to fund our
cash requirements.
As of
March 31, 2010, we had working capital of $726. At March 31, 2010, total
liabilities were $112,909. This increase is attributable to borrowing to pay
expenses. As of March 31, 2010, 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.
No trends
have been identified which would materially increase or decrease our results of
operations or liquidity.
Plan of
Operation
The
Company's plan of operation through June 30, 2010 is to focus on
finding a suitable merger candidate or a viable business plan. 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.
Comparison
of Operating Results for the Nine Months Ended March 31, 2010 to the Nine Months
Ended March 31, 2009
Revenues
The
Company did not generate any revenues from operations for the nine months ended
March 31, 2010 or 2009. Accordingly, comparisons with prior periods are not
meaningful. The Company is subject to risks inherent in the
establishment of a new business enterprise, including limited
capital resources and cost increases in
services.
Operating
Expenses
Operating
expenses increased by $216,760 from $12,443 for the nine months ended March 31,
2009 to $229,203 for the nine months ended March 31, 2010. The increase in our
net operating expenses is due to increased professional fees incurred and the
issuance of 20,000,000 shares of common stock issued for services valued at
$200,000.
Net
Loss
Net loss
increased by $216,760 from net loss of $12,443 for the nine months ended March
31, 2009 to a net loss of $229,203 for the nine months ended March 31, 2010. The
increase in net operating loss is due to the increased professional fees
incurred and the issuance of 20,000,000 shares of common stock issued for
services valued at $200,000.
At March
31, 2010, our accumulated deficit was $330,460.
Assets
and Liabilities
Our total
assets were $16,479 at March 31, 2010. Our assets consist of cash of
$16,479.
Total
Current Liabilities are $15,753 at March 31, 2010. Our accrued interest on line
of credit payable is $15,753.
Financial
Condition, Liquidity and Capital Resources
At March
31, 2010, we had cash and cash equivalents of $16,479. Our working capital is
presently minimal and there can be no assurance that our financial condition
will improve. To date, we have not generated cash flow from operations.
Consequently, we have been dependent upon third party loans to fund our
cash requirements.
As of
March 31, 2010, we had working capital of $726. At March 31, 2010, total
liabilities were $112,909. This increase is attributable to borrowing to pay
expenses. As of March 31, 2010, 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.
No trends
have been identified which would materially increase or decrease our results of
operations or liquidity
Plan of
Operation
The
Company's plan of operation through June 30, 2010 is to focus on finding a
suitable merger candidate or a viable business plan. 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.
Critical
Accounting Policies
Use of
Estimates: The preparation of financial statements in conformity with
accounting principles generally accepted in the United
States of America 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 could differ
materially from those estimates.
Loss per
share: Basic loss per share excludes dilution and is computed by
dividing the loss attributable to common shareholders by the weighted-average
number of common shares outstanding for the period. Diluted loss per
share reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that shared in the earnings
of the Company. Diluted loss per share is computed by dividing the loss
available to common shareholders by the weighted average number of common shares
outstanding for the period and dilutive potential common shares
outstanding unless consideration of such dilutive potential common
shares would result in anti-dilution. Common stock equivalents were
not considered in the calculation of diluted loss per share as their effect
would have been
Going
Concern. The Company has suffered recurring losses from operations
and is in serious need of additional financing. These factors among
others indicate that the Company may be unable to continue as a going concern,
particularly in the event that it cannot obtain additional financing or, in the
alternative, affect a merger or acquisition. The Company's continuation as a
going concern depends upon its ability to generate sufficient cash
flow to conduct its operations and its ability to obtain
additional sources of capital and financing. The
accompanying financial statements do not include any adjustments that may be
necessary if the Company is unable to continue as a going concern.
Item 3 -
Quantitative and Qualitative Disclosures About Market Risk
The
Company is not subject to any specific market risk other than that encountered
by any other public company related to being publicly traded.
Item 4T -
Controls and Procedures
Our
management, which includes our Chief Executive Officer who also serves as our
principal financial 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.
In March
2010, the Company issued 20,000,000 shares of common stock for services valued
at $200,000, or $0.01 per share, the then current market price. These shares are
restricted under Rule 144.
Item
3 Defaults Upon Senior Securities
None
Item
4 Submission of Matters to a Vote of Security
Holders
None
None
Item
6 Exhibits
(a) The
following sets forth those exhibits filed pursuant to Item
601 of Regulation S-K:
|
Exhibit
number
|
Descriptions
|
|
|
31.1
|
*
Certification of the Chief Executive Officer pursuant to Section 302 of
Sarbanes-Oxley Act of 2002.
|
|
|
32.1
|
*
Certification Chief Executive Officer pursuant to Section 906 of
Sarbanes-Oxley Act of 2002.
|
|
|
|
* Filed
herewith.
(b) The
following sets forth the Company's reports on Form 8-K that have been
filed during the quarter for which this report is filed:
None.
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,
President
and Chairman of the Board*
|
|||
* Andrew
Godfrey has signed both on behalf of
the registrant as a duly authorized
officer and as the Registrant's principal accounting officer.