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, 20082009
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) | |
2300 Palm Beach Lakes Blvd., Suite 218, West Palm Beach, FL 33409 | 2101 Vista Parkway., Suite 292 West Palm Beach, Florida | | 33411 | |
| (Address of principal executive offices) | | (Zip Code) | |
(Address of principal executive offices) (Zip Code)
(561) 697-8740228-6148
(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 ox No xo
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. ox
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 and non-voting common equitystock held by non-affiliates of First Quantum Ventures, Inc.the registrant computed by reference to the price at which the common equity was sold, or the averageclosing bid and asked price of such common equity,its Common Stock as of a specified date within the past 60 days was $0.00 as of May 14, 2009 basedreported on the average bid and asked price of $0.00 per share as of that date.OTC Bulletin Board on October 21, 2009: $3,406.
Transitional Small Business Disclosure Format (check one):
There were 340,632 shares of common stock, $.001 par value, outstanding as of May 14, 2009.Yes o No xDOCUMENTS INCORPORATED BY REFERENCE
None
NOTE CONCERNING FORWARD-LOOKING STATEMENTSPART I
This Report contains certain forward-looking The following discussion should be read in conjunction with the Company’s audited financial statements includingand notes thereto and Item 6 included herein. In connection with, and because the plans and objectives of management for the business, operations, and economic performance of First Quantum Ventures, Inc. (the "Company"). These forward-looking statements generally can be identified by the contextCompany desires to take advantage of, the statement or“safe harbor” provisions of the usePrivate Securities Litigation Reform Act of words such as1995, 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 management "believes," "anticipates," "intends," "expects," "plans"behalf, whether or words of similar meaning. Similarly,not in future filings with the Securities and Exchange Commission. Forward-looking statements that describe the Company'sare statements not based on historical information and which relate to future operating performance,operations, strategies, financial results plans, objectives strategies or goals are forward-looking statements. Although management believes that the assumptions underlying the forward-lookingother developments. Forward looking statements are reasonable, thesenecessarily based upon estimates and assumptions and the forward-looking statementsthat are inherently subject to various factors, riskssignificant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control and many of the Company. Accordingly,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 contemplatedexpressed 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 additionthe 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".
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 other cautionary statements relating to certain forward-looking statements throughout this Report, attention is directed to "Business -- Cautionary Information Regarding Forward-Looking Statements" belowpublic 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 discussion of somefurther 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 affectbe harmed.
Risks Associated With the outcome of future results contemplated by forward-looking statements.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.
PART I
Item 1. Business.
Regardless of what business combination form we proceed with, such transaction may result in a change in our present board of directors or management and/or a change in the voting control of our common shares. Until consummation of a combination occurs, we do not anticipate that wemake any acquisitions. The inability to raise additional funds will have anya material adverse affect on the Company’s business, activities or sources of revenues nor do we anticipate that we will incur any significant expenses, other than those expenses related to SEC periodic and other filing requirements and related SEC compliance matters, or expenses pertaining to the negotiation and consummation of a combination.
Our plan of operation forand prospects. Acquisitions may be made with cash or our securities or a combination of cash and securities. To the next 12 months is to: (i) identify and consider guidelines of industries in whichextent 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 interest; (ii) assumingacquisition. If we consummatefail to make any acquisitions, our future growth may be limited. If we make any acquisitions, they may disrupt or have a combination, adopt a proposed business plan to engage in the selected business industry of the to be combined company; and (iii) to commence operations in the selected business industry through funding and/or the acquisition of a 'going concern' revenue producing company that is engaged in the selected industry.negative impact on our business.
Under SEC definitional standards,
The terms on which we may raise additional capital may result in significant dilution and based on the current statemay impair our stock price. Because of our business as described above, we are a “blank check company, which the SEC defines as any “development stage company” thatcash position, our stock price and our immediate cash requirements, it is issuing a penny stock within the meaning of Exchange Act Section 3(a)(51) and that has no specific business plan or purpose, or has indicated that its business plan isdifficult for us to merge with an unidentified company. Under Exchange Act Rule 12b-2, we also qualify as a shell company since we have no assets or nominal assets (other than cash) and no or nominal operations.
POTENTIAL TARGET COMPANIES
We will not restrict our searchraise capital for any specific kind of business entities, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. A business entity, if any, which may be interested in a business combination with us, may include the following:
▪ a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses;
▪ a company which is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it;
▪ a company which wishes to become public with less dilution of its common stock than would occur upon an underwriting;
▪ a company which believes that it will be able to obtain investment capital on more favorable terms after it has become public;
▪ a foreign company which may wish an initial entry into the United States securities market;
▪ a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan;
▪ a company seeking one or more of the other perceived benefits of becoming a public company.
A business combination with a target company will normally involve the transfer to the target company issued and outstanding common stock of the Company, and may include supplementing the current management and board of directors or forms of transactional aids or controls. No assurances can be givenacquisition. We cannot assure you that we will be able to enter intoget financing on any terms, and, if we are able to raise funds, it may be necessary for us to sell our securities at a business combination,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 terms ofCompany will be financially able to engage its officers on a business combination, or as to the nature of the target company.
Employees
As of June 30, 2008 we had no employees.
Item 1A. Risk Factors.full time basis.
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS.
WeRecent 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 no operating history nor any revenues or earnings from operations. We have no significant assets or financial resources. We will,been implemented to define responsible conduct. For example, in all likelihood, sustain operating expenses without corresponding revenues,the absence of audit, nominating and compensation committees comprised of at least untila 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 consummationoutcome of a business combination. This may resultthe matters being decided. Prospective investors should bear in us incurring a net operating loss which will increase continuously until we can consummate a business combination with a target company. There is no assurance that we can identify such a target company and consummate such a business combination.mind our current lack of corporate governance measures in formulating their investment decisions.
SPECULATIVE NATURE OF THE COMPANY'S PROPOSED OPERATIONS.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.
The successProvisions of our proposed planarticles of operationincorporation 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 dependnot 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 great extentresult, 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 operations,company's internal controls over financial conditionreporting 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 managementreport on management's assessment of the identified target company. 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 managementwe expect to expend significant resources in developing the necessary documentation and testing procedures required by SOX 404, there is a risk that we will prefer business combinationsnot comply with entities having established operating histories,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 be successful in locating candidates meeting such criteria.receive a positive attestation from our independent auditors. In the event we completeidentify significant deficiencies or material weaknesses in our internal controls that we cannot remediate in a business combination, of which there can be no assurance, the success of our operations will be dependent upon management of the target company and numerous other factors beyond our control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS.
We are and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be mergertimely manner or acquisition target candidates for us. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete with numerous other small public companies in seeking merger or acquisition candidates.
IMPRACTICABILITY OF EXHAUSTIVE INVESTIGATION; FAILURE TO MEET ITS FIDUCIARY OBLIGATIONS.
Our limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target company. The decision to enter into a business combination, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys or similar information which, if we had more funds available to it, would be desirable. We will be particularly dependent in making decisions upon information provided by the principals and advisors associated with the business entity seeking our participation. Management may not be able to meet its fiduciary obligation to us and our stockholders due to the impracticability of completing thorough due diligence of a target company. By its failure to complete a thorough due diligence and exhaustive investigation of a target company, we are more susceptibleunable to derivative litigation or other stockholder suits. In addition, this failure to meetreceive a positive attestation from our fiduciary obligations increases the likelihood of plaintiff success in such litigation.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION-NO STANDARDS FOR BUSINESS COMBINATION-MANAGEMENTS SOLE DISCRETION REGARDING BUSINESS COMBINATION.
We have no current arrangement, agreement or understandingindependent auditors with respect to engagingour internal controls, investors and others may lose confidence in a business combination with a specific entity. There can be no assurance that we will be successful in identifyingthe reliability of our financial statements and evaluating suitable business opportunitiesour ability to obtain equity or in concluding a business combination. Andrew Godfrey is our sole officer, director and as such has complete control and discretion with regarddebt financing could suffer.
Risks Related to our business and affairs. Mr. Godfrey has complete discretion whether we will enter into a business combination. Management has not identified any particular industry or specific business within an industry for evaluation by us. There is no assurance that we will be able to negotiate a business combination on terms favorable to us. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which we will require a target company to have achieved, or without which we would not consider a business combination with such business entity. Accordingly, we may enter into a business combination with a business entity having no significant operating history, losses, limited or no potential for immediate earnings, limited assets, negative net worth or other negative characteristics.the Company’s Common Stock
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY.
While seeking a business combination, management anticipates devoting only a limited amount of time per monthThe Company does not expect to our business. Our sole officer has entered into a written employment agreement with us and will provide a limited amount of time to our business. Mr. Godfrey has agreed to devote approximately 10 hours per month topay dividends in the business affairs of the Company. We have not obtained key man life insurance on our officer/director. Notwithstanding the combined limited experience and time commitment of management, loss of the services of this individual would adversely affect development of our business and likelihood of continuing operations.foreseeable future.
CONFLICTS OF INTEREST - GENERAL.
Our officersThe Company has never paid cash dividends on its common stock and directors may participate in other business ventures which may compete directly with the Company. Additional conflicts of interest and non-arms length transactions may also arisehas no plans to do so in the foreseeable future. Management hasThe 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 a policy that we will not seek a business combination with any entity in which any member of management servesby the SEC commonly known as an officer, director or partner, or in which they or their family members own or hold any ownership interest. See ITEM 5.
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
the “Penny Stock Rules”. The Company’s common stock qualifies as penny stock and is covered by Section 1315(g) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"“1934 Act”) requires companies subject thereto to provide certain information about significant acquisitions including audited financial statements for the company acquired covering one or two years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target companies to prepare such financial statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by us. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION.
We have neither conducted, nor have others made available to it, market research indicating that demand exists for the transactions contemplated by us. Even in the event demand exists for a transaction of the type contemplated by us, there is no assurance we will be successful in completing any such business combination.
LACK OF DIVERSIFICATION.
Our proposed operations, even if successful, will in all likelihood result in our engaging in a business combination with only one target company. Consequently, our activities will be limited to those engaged in by the business entity, which we will merge with or acquire. Our inability to diversify its activities into a number of areas may subject us to economic fluctuations within a particular business or industry and therefore increase the risks associated with our operations.
REGULATION UNDER INVESTMENT COMPANY ACT.
Although we will be subject to regulation under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, insofar as we will not be engaged in the business of investing or trading in securities. In the event we engage in business combinations which result in us holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act of 1940. In such event, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to our status under the Investment Company Act of 1940 and, consequently, any violation of such Act could subject us to material adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT.
A business combination involving the issuance of our common stock will, in all likelihood, result in shareholders of a target company obtaining a controlling interest in the Company. Any such business combination may require our shareholder to sell or transfer all or a portion of their common stock. The resulting change in control of the Company will likely result in removal of the present officer and director of the Company and a corresponding reduction in or elimination of his participation in the future affairs of the Company.
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION.
Our primary plan of operation is based upon a business combination with a business entity which, in all likelihood, will result in our issuing securities to shareholders of such business entity. The issuance of previously authorized and un-issued common stock of the Company would result in reduction in percentage of shares owned by our present shareholders and would most likely result in a change in control of our management.
There currently is a limited public market for our common stock, and no assurance can be given that a market will develop or that a stockholder ever will be able to liquidate his investment without considerable delay, if at all. If a market should develop, the price may be highly volatile. Unless and until our common shares are quoted on the NASDAQ system or listed on a national securities exchange, it is likely that the common shares will be defined as 'penny stocks' under the Exchange Act and SEC rules thereunder.
We are subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.
The SEC has adopted regulations which generally define so-called 'penny stocks' to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. If our common stock becomes a 'penny stock', we may become subject to Rule 15g-9 under the Exchange Act, or the 'Penny Stock Rule'. This rule imposes additional sales practice requirements on broker-dealers thatbroker/dealers who sell such securities to persons other than established customers and 'accredited investors' (generally, individuals with a net worththe Company’s common stock in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 togetherthe market. The “Penny Stock” rules govern how broker/dealers can deal with their spouses)clients and “penny stock”. For transactions covered by Rule 15g-9, a broker-dealersales of the Company’s common stock, the broker/dealer must make a special suitability determination for the purchaser and have received the purchaser'sreceive from clients a written consent to the transactionagreement prior to making a sale. As a result, this ruleThe additional burdens imposed upon broker/dealers by the “penny stock” rules may affectdiscourage broker/dealers from effecting transactions in the ability of broker-dealers to sell our securitiesCompany’s common stock, which could severely limit its market price and liquidity. This could prevent investors from reselling Echo common stock and may affectcause the abilityprice of purchasersthe common stock to sell any ofdecline.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 securitiesprice may fluctuate dramatically in the secondary market.future.
For any transaction involving a pennyAlthough the Company’s common stock unless exempt,is listed for trading on the rules require delivery, prior to any transaction in penny stock, of a disclosure schedule prepared byOver-the-Counter Electronic Bulletin Board, the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock heldtrading market in the accountcommon 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 informationorderliness depends on the limited market in penny stock.
There can be no assurance that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would bepresence in the public interest.
Current or future shareholders who hold unregistered sharesmarketplace of willing buyers and sellers of our common stock are ineligibleat 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 sell our securities in reliance upon Rule 144limited trading volume, the market price of the Securities Act becauseCompany’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 Shell Company
We are both a blank check and shell company under the federal securities laws. In accordance with Securities Act Rule 144, Holders of our common stock are unable to sell their shares in reliance upon Rule 144 until: (a) we have ceased to become a shell company; and (b) we have filed all of our required periodic reports with the SEC for a period of one year and a period of one year has elapsed form the date of Form 10 information has been filed with the SEC reflecting our status as a non-shell company. Because none of our securities can be sold in accordance with Rule 144 until at least one year after we cease to be a shell company, any securities we have issued will have no liquidity until and unless such securities are registered with the SEC and/or until one year after we cease to be a shell company and complied with these Rule 144 requirements. If we fail to cease being a blank check company or a shell company, investors who hold our securities may be forced to hold such securities indefinitely with no ability to sell those securities.
TAXATION.
Federal and state tax consequences will, in all likelihood, be major considerations in any business combination we may undertake. Currently, such transactions may be structured so as to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target company; however, there can be no assurance that such business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction.
POSSIBLE RELIANCE UPON UNAUDITED FINANCIAL STATEMENTS.
We will require audited financial statements from any business entity we propose to acquire. No assurance can be given however, that audited financials will be available to us prior to a business combination. In cases where audited financials are unavailable, we will have to rely upon un-audited information that has not been verified by outside auditors in making our decision to engage in a transaction with the business entity. The lack of the type of independent verification which audited financial statements would provide increases the risk that we, in evaluating a transaction with such a target company, will not have the benefit of full and accurate information about the financial condition and operating history of the target company. This risk increases the prospect that a business combination with such a business entity might prove to be an unfavorable one for us.
None.
Item 2. Properties.
Item 3. Legal Proceedings.Proceedings
We are not currently involved in legal proceedings.None.
Item 4. Submission of Matters to a Vote of Security Holders.Holders
Not applicable.
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.
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities.
PRICE RANGE OF COMMON EQUITYMatters.
Our common stock was first listed for(a) Market Information. There is no established trading on January 7, 2008. However, the first trademarket in our stock occurred on September 16, 2008. Our Common Stock. The Company's
common stock is currently traded only on the Over –the-Counter Pink Sheets,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 symbol "FQVE"
Securities Act of 1933, as amended. | | | High | | | Low | |
| 2008 | | | | | | | | |
| | | | | | | | | |
| First Quarter | | | N/A | | | | N/A | |
| Second Quarter | | | N/A | | | | N/A | |
| Third Quarter | | $ | 15 | | | $ | 15 | |
| Fourth Quarter | | $ | 15 | | | $ | 15 | |
| | | | | | | | | |
The per share closing bid price of the common stock as reported by the Pink Sheets on May 8, 2009 was $0.01.
The Company has never paid any cash dividends on shares of its common stock.
Item 6. Selected Financial Data.7. Management's Discussion and Analysis
Not applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The statements contained herein are not purely historical statements, but rather include what we believe are forward-looking statements. These include statements about our expectations, beliefs, intentions or strategies for the future, which are indicated by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the company believes", "management believes" and similar words or phrases. The forward-looking statements are based on our current expectations and are subject to certain risks, uncertainties and assumptions, including factors set forth in the following discussion and in the discussions under ”Business." Our actual results could differ materially from results anticipated in these forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements.
The following discussion and analysis provides information which the Company’s management believes to be relevant to an assessment and understanding of the Company’s results of operations and financial condition. This discussion should be read togetherin conjunction with the Company’s financial statements of the Company and the accompanying notes to financial statements, which are included in this report.appearing subsequently under the caption "Financial Statements."
ResultsThis 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 - Year Ended June 30, 2007 Comparedoperations. Among the risks and uncertainties which could cause such a difference are those relating to June 30, 2008
Forour dependence upon certain key personnel, our ability to manage our growth, our success in implementing the year ended June 30, 2008 we experienced a lossbusiness strategy, our success in arranging financing where required, and the risk of $24,549 as compared to a losseconomic and market factors affecting us or our customers. Many of $8,205 forsuch risk factors are beyond the year ended June 30, 2007. The increase in loss was attributable to generalcontrol of the Company and administrative expenses.its management.
Net Operating Revenues
We had operating revenue of $0 and $0 for the year ended June 30, 2008 and June 30, 2008 respectively.
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
OperatingThe significant operating expenses for the yeartwelve 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 $24,549$21,071 in general and for the year ended June 30, 2007 they were $8,205.administrative expenses including professional fees.
Financial Condition, Liquidity and Capital Resources
For the yeartwelve months ended June 30, 2007,2009 and 2008, the Company has not generated no 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, 2008,2009, 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 cash andoutstanding debt other than a convertible note payablelong-term line of $36,069.
Subsequent Events
Since our last filings we became aware that certain shares of our common stock had been issued in error. As a resultcredit. The Company is seeking to raise capital to implement the shares were cancelled, ab initio. WithCompany's business strategy. In the cancellation of the shares, we now have a total of 340,632 shares of common stock issued and outstanding. In addition, by majority shareholder vote, Andrew Godfrey was elected as our new sole Director, President, CEO and Secretary. In addition, we became aware that our former CEO, President and Director, Emilio Jara, claims that he didevent additional capital is not authorize or approve some of the past Company filings. Specifically, Mr. Jara claimed that he did not authorize or approve the filings of our 10-QSB’s filed on November 13, 2007, and November 16, 2007; February 12, 2008; and May 15, 2008. He also contends that he did not approve the filing of the 8-K and 8-K/A filed on February 26, 2008 and on February 27, 2008 and the Form 12b-25 filed on September 29, 2008. Under these circumstancesraised, the Company may seek a merger, acquisition or outright sale.
Business Plan and Strategy
The Company is electing to withdraw each of these filings and voluntarily refile these items reexecuted at this time. To assure compliance with applicable filing requirements each of these filings has been reviewed, approved and authorized to be refiled in substitution; and such filings are being made witha the knowledge, consent and authorization of the current CEO, President and Sole Director. These filings are identical in terms and language as those filed during the tenure of the former CEO, President and Director, the exception being the change in signature and dates.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. As of June 30, 2008, weWe have a stockholders deficit of $51,677$67,227 and a working capital deficiency of $10,071 at June 30, 2009, and net losses from operations of $25,549$25,891 and $3,187.$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.
ResearchRecent Accounting PronouncementsRecent Accounting Pronouncements
In July 2001 the FASB issued SFAS No. 141 "Business Combinations" and DevelopmentSFAS 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.
None.
Inflation
Management believes thatIn August 2001, the impact of inflation on our operations since our inception has not been material.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8. Financial Statements and Supplemental Data.
The response to this item is set forth at the end of this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations."
Item 9A. Controls and Procedures.
Management does not expect the standard to have any effect on our financial position or results of operations.
EvaluationIn October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment of disclosure controlsLong-Lived Assets." We have adopted the provisions of SFAS No. 144 and procedures142, 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.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).Critical Accounting Policies
Based on this evaluation, our Chief Executive OfficerUse 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 our Chief Financial Officer concludedassumptions that our disclosure controlsaffect the reported amounts of assets and procedures were effectiveliabilities as of June 30, 2008
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Management conducted a preliminary evaluationdate of the effectivenessstatements of internal control over financial reporting as of June 30, 2008. Management determined, based on the preliminary evaluation, that the Company’s internal control over financial reporting did not satisfy the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Factors such as those described in the preceding paragraphs, including material adjustments communicated to us by our auditorcondition and revenues and expenses for the year ended December 31, 2008, led to management’s conclusion thatthen 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 Company’s internal control overnet 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 reporting did not meet the criteria established by COSO.
Management has concluded that,instruments. The carrying values of cash and accrued liabilities approximate their fair values due to the deficiencies identified above under “Evaluationshort 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 controlsof contingent assets and procedures”liabilities at the date of the financial statements and due to the failure to meet the COSO criteria, asreported amounts of June 30, 2008 our internal control over financial reporting was not effective.
Changes in Internal Control over Financial Reporting
Our management, with the participation of our Chief Executive Officerrevenues and Chief Financial Officer, has evaluated whether any change in our internal control over financial reporting occurredexpenses during the fourth quarter of fiscal 2008. Based on that evaluation, management concluded that our internal controls over financial reporting were subject to the events and influences described above in this Item 9A under the heading “Evaluation of disclosure controls and procedures”.period. Actual results may differ from those estimates.
This annual report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Additionally, 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.
Limitations of Disclosure Controls and Procedures
Off-Balance Sheet Arrangements
Our management doesWe have not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable,entered into any off-balance sheet arrangements. We do not absolute, assurance thatanticipate entering into any off-balance sheet arrangements during the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Item 9B. Other Information.
None.
next 12 months.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The Company’s executive officers, directors and key employees and their ages and positions as of June 30, 2008, are as follows:
Name | Age | Positions and Offices Held |
Andrew Godfrey | 46 | Director/ President/Secretary |
Andrew Godfrey has been our President, Chief Executive OfficerItem 8. Financial Statements 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.
Family Relationships
There is no arrangement or understanding between any of our directors or executive officers and any other person in which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current board of directors. There are also no arrangements, agreements or understandings to our knowledge between non-management shareholders that may directly or indirectly participate in or influence the management of our affairs.
Involvement in Certain Legal Proceedings
None of our officers, directors, or persons nominated for such position, has been involved in legal proceedings that would be material to an evaluation of their ability or integrity, including:
| involvement in any bankruptcy;
|
| involvement in any conviction in a criminal proceeding;
|
| being subject to a pending criminal proceeding;
|
| being subject to any order or judgment, decree permanently or temporarily enjoining barring, suspending or otherwise limiting their involvement in any type of business, securities or banking activities; and
|
| being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
|
Compliance with Section 16(a) of the Exchange Act
Promoters and Certain Control Persons
We did not have any promoters at any time during the past five fiscal years.
Section 16(a) Beneficial Ownership Reporting Compliance Supplementary Data
Our common shares are registered underfinancial 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 ActCommission and are included herein, on Page F-1 hereof in response to Part F/S of 1934, as amended (the "Exchange Act"this Form 10-K.). As a result our officers, directors and any 10% shareholders are subject to the reporting requirements of Section 16(a) of that statute.
We have never received any Section 16(a) reports from any person subject to its requirements.
Code of Ethics
We have not yet adopted a Code of Ethics
Corporate Governance:
a. Director Independence
Our common stock was quoted on the OTC Bulletin Board and now on the NQB’s Pink Sheets; those trading mediums do not have director independence requirements. Under Item 407(a) of Regulation S-B, we have adopted the definition of independence used by the American Stock Exchange, which may be found in the American Stock Exchange Company guide at (s) 121(A)(2) (2007). Under this definition, none of our directors are independent, because our Board of Directors cannot affirmatively determine that any of our directors do not have a relationship that would interfere with the exercise of independent judgment in carrying out their responsibilities of a director.
b. Committees
We do not have audit, nominating, or compensation committees or committees performing similar functions nor a written nominating, compensation of audit committee charter. Our Board of Directors as a whole decides such matters, including those that would be performed by a standing nominating committee. Our Board of Directors has not adopted any processes or procedures for considering executive and director compensation. We have not yet adopted an audit, compensation, or nominating committees because we have not conducted a business combination with another company to develop our operations and we have generated no revenues since our inception. Additionally, we do not currently have any specific or minimum criteria for the election of nominees to our Board of Directors nor do we have any process or procedure for evaluating such nominees.
c. Shareholder Communications
Our Board of Directors does not have any defined policy or procedure requirements for our stockholders to send communications to our Board of Directors, including submission of recommendations for nominating directors. We have not yet adopted a process for our security holders to communicate with our Board of Directors because we have not sufficiently developed our operations and corporate governance structure.
Item 11. Executive Compensation.
The following table summarizes all compensation paid by the Company with respect to the year ended December 31, 2008, to the three highest paid executives.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | | Salary | | | Bonus | | | Stock Awards | | | Option Awards | | | Non-Equity Incentive Plan Compensation | | | All Other Compensation | | | Total | |
| Andrew Godfrey | 2008 | | $ | 0.00 | | | $ | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
The following table sets forth certain information as of March 31, 2009, with respect to the number of shares of each class of voting stock beneficially owned by (i) those persons known to us to be the owners of more than five percent of any such class of our voting stock, (ii) each of our directors of and (iii) all of our directors and executive officers as a group. Unless otherwise indicated, each of the listed persons has sole voting and investment power with respect to the shares beneficially owned by such shareholder.
| | | Amount of | | | Percentage of | |
| | | Beneficial | | | Beneficial | |
| Name and Address of Beneficial Owner | | Ownership | | | Ownership | |
| Jason Smart | | 250,000 | | | 73.39% | |
Item 13 Certain Relationships and Related Transactions
None.
Item 14. Principal Accountant Fees and Services.
Audit Fees. The aggregate fees billed by our auditors, for professional services rendered for the audit of the Company's annual financial statements for the years ended June 30, 2008 and 2007, and for the reviews of the financial statements included in the Company's Quarterly Reports on Form 10-Q and Form 10-QSB during the fiscal years were approximately $5,000 and $8,000 respectively.
Audit Related Fees. For the years ended June 30, 2008 and 2007, the Company incurred fees to auditors of $0 and $0 for audit related fees, respectively.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(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 Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| |
32.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
-------------------------------------------------------------------------------------------
* Filed herewith
(b) | Reports on Form 8-K. During the third quarter of the fiscal year ended June 30, 2008, we filed an 8-K on February 26, 2008 reporting a reverse split of the Company stock, new trading symbol, and new CUSIP number.
|
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| First Quantum Ventures, Inc. | |
| | | |
| By: | /s/ Andrew Godfrey | |
| | President and Chief Executive Officer | |
| | | |
Dated: May 14, 2009 | | | |
In accordance with 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.
INDEX TO FINANCIAL STATEMENTS
| |
Report of Independent Auditors | F-2 |
| |
Balance Sheet | F-3 |
| |
Statements of Operations | F-4 |
| |
Statements of Stockholders’ Equity | F-5 |
| |
Statements of Cash Flows | F-6 |
| |
Notes to Financial Statement | F-7 |
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 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
INDEPENDENT AUDITOR’S REPORT
TheTo the Board of Directors and Stockholders
First Quantum Ventures, Inc.
West Palm Beach, FL
I have audited the accompanying balance sheetsheets of First Quantum Ventures, Inc., as of June 30, 2009 and 2008, and the related statements of operations, changes in stockholders’ equity (deficit)deficiency, and cash flows for the two years in the period ended June 30, 2008.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 itstheir operations and its cash flows for the two years in the periodthen ended June 30, 2008, in conformity with U.S.accounting principles generally accepted accounting principles.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.
First Quantum Ventures, Inc.
(an development stage enterprise)
Balance Sheet
June 30,
| | | | | | | |
| | | | | | |
| | | | | | |
| | $ | 0 | | | $ | 0 | |
| | | 0 | | | | 0 | |
| | | | | | | | | |
| | | 0 | | | | 0 | |
| | | | | | | | | |
| | | | | | | | |
| | | 0 | | | | 0 | |
| | | | | | | | | |
| | | 0 | | | | 0 | |
| | | | | | | | | |
| | $ | 0 | | | $ | 0 | |
| | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
| | | | | | | | |
Accounts payable and accrued liabilities | | $ | 0 | | | $ | 0 | |
| | | 10,071 | | | | 5,267 | |
| | | | | | | | | |
Total current liabilities | | | 10,071 | | | | 5,267 | |
| | | | | | | | | |
| | | | | | | | |
| | | | | | | | | |
Long-term line of credit payable | | | 57,156 | | | | 36,069 | |
| | | | | | | | | |
Total long-term liabilities | | | 57,156 | | | | 36,069 | |
| | | | | | | | | |
| | | 67,227 | | | | 41,336 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | |
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 consolidatednotes are an integral part of the financial statements
First Quantum Ventures, Inc.
(an development stage enterprise)
Statements of Operations
Year Ended June 30,
| | | | | | | Cumulative from February 24, 2004 (inception) to June 30, 2009 | |
| | | | | | | | |
| $ | 0 | | | $ | 0 | | $ | 0 | |
| | | | | | | | | | | |
| | | | | | | | | | |
General and administrative expenses | | 11,962 | | | | 21,071 | | | 82,061 | |
| | 4,804 | | | | 3,478 | | | 10,071 | |
| | 9,125 | | | | 0 | | | 9,125 | |
| | | | | | | | | | | |
| | 25,891 | | | | 24,549 | | | 101,257 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| $ | (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
First Quantum Ventures, Inc.
(an development stage enterprise)
Statement of Stockholders’ Equity (Deficit)
| | | | | | | | | | | | Deficit Accumulated During the Pre-exploration | | | | |
| | | | | | | | | | | | | | | | |
BEGINNING BALANCE, July 1, 2005 | | | 34,030,390 | | | $ | 34,030 | | | $ | 0 | | | $ | (34,030 | ) | | $ | 0 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | 0 | | | | 0 | | | | 0 | | | | (8,582 | ) | | | (8,582 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| | | 34,030,390 | | | | 34,030 | | | | 0 | | | | (42,612 | ) | | | (8,582 | ) |
| | | 0 | | | | 0 | | | | 0 | | | | (8,205 | ) | | | (8,205 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | 34,030,390 | | | | 34,030 | | | | 0 | | | | (50,817 | ) | | | (16,787 | ) |
| | | (33,690,086 | ) | | | (33,690 | ) | | | 33,690 | | | | 0 | | | | 0 | |
| | | 0 | | | | 0 | | | | 0 | | | | (24,549 | ) | | | (24,549 | ) |
| | | 340,304 | | | | 340 | | | | 33,690 | | | | (75,366 | ) | | | (41,336 | ) |
| | | 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
First Quantum Ventures, Inc.
(an development stage enterprise)
Statements of Cash Flows
Year Ended June 30,
| | | | | | | | | Cumulative from February 24, 2005 (inception) to June 30, 2009 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | |
| | $ | (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: | | | | | | | | | | | | |
| | | 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 | |
| | | | | | | | | | | | | |
| | $ | 0 | | | $ | 0 | | | $ | 0 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | | | | | | | | | | | |
Non-Cash Financing Activities: | | | | | | | | | | | | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements
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 renderedThe 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 itsthe Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 4. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Lawrence Scharfman, CPA.
Boynton Beach, Florida
May 12, 2009
First Quantum Ventures, Inc.
Consolidated Balance Sheets
| | | June 30, 2008 | | | June 30, 2007 | |
| ASSETS | |
| CURRENT ASSETS | | | | | | |
| Cash | | $ | 0 | | | $ | 0 | |
| Prepaid expenses | | | 0 | | | | 0 | |
| | | | | | | | | |
| Total current assets | | | 0 | | | | 0 | |
| | | | | | | | | |
| OTHER ASSETS | | | | | | | | |
| Licensing rights | | | 0 | | | | 0 | |
| | | | | | | | | |
| Total other assets | | | 0 | | | | 0 | |
| | | | | | | | | |
| Total Assets | | $ | 0 | | | $ | 0 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| CURRENT LIABILITIES | | | | | | | | |
| Accounts payable | | | | | | | | |
| Accrued interest payable | | $ | 5,267 | | | $ | 1,789 | |
| | | | | | | | | |
| | | | | | | | | |
| Total current liabilities | | | 5,267 | | | | 1,789 | |
| | | | | | | | | |
| LONG-TERM LIABILITIES | | | | | | | | |
| Convertible Note Payable | | | 36,069 | | | | 14,495 | |
| | | | | | | | | |
| Total Liabilities | | | 41,336 | | | | 16,284 | |
| | | | | | | | | |
| STOCKHOLDERS’ EQUITY | | | | | | | | |
Preferred stock, $0.001 par, authorized 50,000,000 shares, 0 issued and outstanding | | | 0 | | | | 0 | |
Common stock, $0.001 par value, authorized 500,000,000 shares; 10,340,632 and 34,030,390 issued and outstanding, respectively | | | 10,341 | | | | 34,030 | |
| Additional paid-in capital in excess of par | | | 0 | | | | 0 | |
| Deficit accumulated during the development stage | | | (51,677 | ) | | | (50,314 | ) |
| | | | | | | | | |
| Total stockholders’ equity | | | (41,336 | ) | | | (16,284 | ) |
| | | | | | | | | |
| Total Liabilities and Stockholders’ Equity | | $ | 0 | | | $ | 0 | |
The accompanying notes are an integral part of the financial statements
First Quantum Ventures, Inc.
(A Development Stage Enterprise)
Statements of Operations
| | | Year Ended June 30, 2008 | | | Year Ended June 30, 2007 | | | From February 24, 2004 (Inception) through June 30, 2008 | |
| | | | | | | | | | |
| REVENUES | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| | | | | | | | | | | | | |
| OPERATING EXPENSES: | | | | | | | | | | | | |
| General and administrative expenses | | | 21,071 | | | | 2,092 | | | | 46,069 | |
| Interest expense | | | 3,478 | | | | 1,113 | | | | 5,267 | |
| Legal fees - related party | | | 0 | | | | 0 | | | | 10,000 | |
| Services - related party | | | 0 | | | | 5,000 | | | | 5,000 | |
| | | | | | | | | | | | | |
| Total expenses | | | 24,549 | | | | 8,205 | | | | 66,336 | |
| | | | | | | | | | | | | |
| Net income (loss) | | $ | (24,549 | ) | | $ | (8,205 | ) | | $ | (66,336 | ) |
| | | | | | | | | | | | | |
| Income (loss) per weighted average common share | | $ | (0.00 | ) | | $ | (0.00 | ) | | | | |
| | | | | | | | | | | | | |
| Number of weighted average common shares outstanding | | | 10,340,632 | | | | 34,030,390 | | | | | |
The accompanying notes are an integral part of the financial statements
First Quantum Ventures, Inc.
(A Development Stage Enterprise)
Statements of Stockholders’ Equity
| | | Number of Shares | | | Common Stock | | | Additional Paid-In Capital | | | Deficit Accumulated During the Development Stage | | | Total Stockholders’ Equity | |
BEGINNING BALANCE, July 01, 2005 | | | 34,030,390 | | | $ | 34,030 | | | $ | 0 | | | $ | (34,030 | ) | | $ | 0 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net changes during period | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | | |
BALANCE, June 30, 2006 | | | 34,030,390 | | | | 34,030 | | | | 0 | | | | (34,030 | ) | | | 0 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net changes during period | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
BALANCE, June 30, 2007 | | | 34,030,390 | | | $ | 34,030 | | | | 0 | | | $ | (48,525 | ) | | $ | (14,495 | ) |
| 1-for-100 Reverse Split | | | (33,690,086 | ) | | | (33,691 | ) | | | 0 | | | | (5,097 | ) | | | (28,786 | ) |
| Shares issued to settle debt | | | 10,000,328 | | | | 10,000 | | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | | |
ENDING BALANCE, June 30, 2008 | | | 10,340,632 | | | | 10,341 | | | | 0 | | | | (53,622 | ) | | | (43,281 | ) |
The accompanying notes are an integral part of the financial statements
First Quantum Ventures, Inc.
(A Development Stage Enterprise)
Statements of Cash Flows
| | | Year Ended June 30, 2008 | | | Year Ended June 30, 2007 | | | From February 24, 2004(Inception) through June 30, 2008 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | |
| Net loss | | $ | (24,549 | ) | | $ | (8,205 | ) | | $ | (66,336 | ) |
| Adjustments to reconcile net loss to net cash used by operating activities: | | | | | | | | | | | | |
| Stock issued for services | | | 0 | | | | 0 | | | | 25,000 | |
| Changes in operating assets and liabilities | | | | | | | | | | | | |
| Increase (decrease) in accrued interest | | | 3,478 | | | | 1,113 | | | | 5,267 | |
| Increase (decrease) in accounts payable - trade | | | 21,071 | | | | 7,092 | | | | 61,069 | |
| Increase (decrease) in accounts payable - related party | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | |
| Net cash provided (used) by operating activities | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | |
| None | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | |
| Net cash provided (used) by investing activities | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | |
| Proceeds from issuance of convertible debt | | | 24,549 | | | | 8,205 | | | | 66,336 | |
| | | | | | | | | | | | | |
| Net cash provided by financing activities | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | |
| Net increase (decrease) in cash | | | (24,549 | ) | | | (8,205 | ) | | (66,336hola) | |
| | | | | | | | | | | | | |
CASH, beginning of period | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | |
CASH, end of period | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| NON CASH FINANCING ACTIVITIES | | | | | | | | | | | | |
| Common stock issued to settle debt | | $ | 0 | | | $ | 0 | | | $ | 9,000 | |
The accompanying notes are an integral part of the financial statements
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 successorconcern, as reflected 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$101,257 accumulated through June 30, 2007. 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 $25,549 and $8,205 for the years ended June 30, 2008 and 2007 respectively. It has a stockholders’ deficit of approximately $51,677 as of June 30, 2008. These conditions raise substantial doubt as to the ability of the Company to continue as a going concern.2009. The ability of the Company to continue as a going concern is dependent upon increasingcommencing operations, developing sales and obtaining additional capital and financing. The Company is
First Quantum Ventures, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements
(4) Going Concern, continued 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. The Company is currently seeking additional capital to allow it to begin its planned operations.
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-8Item 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.
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.
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.
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
(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 |
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.
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.
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.* |
(b) Reports on Form 8-K
We filed a report on Form 8-K regarding the change in auditor in August 2009.
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.
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 | | |