Bespoke Extracts, Inc. - FORM 10-Q

Attached files

file	filename
EX-31.1 - CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT OF 2002 - Bespoke Extracts, Inc.	f10q0311ex31i_firstquantum.htm
EX-32.1 - CERTIFICATIONS PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT OF 2002 - Bespoke Extracts, Inc.	f10q0311ex32i_firstquantum.htm
EX-32.2 - CERTIFICATIONS PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT OF 2002 - Bespoke Extracts, Inc.	f10q0311ex32ii_firstquantum.htm
EX-31.2 - CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT OF 2002 - Bespoke Extracts, Inc.	f10q0311ex31ii_firstquantum.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 10-Q

(Mark one)

x Quarterly Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934

For the quarterly period ended March 31, 2011

o Transition Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934

For the transition period from ______________ to _____________

Commission file number 000-52759

FIRST QUANTUM VENTURES, INC.

(Exact name of registrant as specified in its charter)

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

2101 Vista Parkway, Suite 292

West Palm Beach, FL33411

(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (561) 228-6148

N/A

(Former name or former address, if changes since last report)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o.

Indicate by check mark whether the registrant is an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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). x Yes o No

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

As of May 9, 2011, there were approximately 29,429,232 shares of the Issuer's common stock, par value $0.001 per share outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this quarterly report on Form 10-Q contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors including the risk factors set forth in our Form 10-K. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this quarterly report in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

INDEX

PART I. - FINANCIAL INFORMATION

Item 1.	Financial Statements	F-1

Item 2	Management's Discussion and Analysis or Plan of Operations	1

Item 3	Quantitative and Qualitative Disclosures About Market Risk	5

Item 4T.	Controls and Procedures	5


PART II. - OTHER INFORMATION

Item 1	Legal Proceedings	6

Item 1A.	Risk Factors	6

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	6

Item 3	Defaults Upon Senior Securities	6

Item 4	Submission of Matters to a Vote of Security Holders	6

Item 5	Other Information	6

Item 6	Exhibits	6

SIGNATURES		7

EXHIBITS

PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX TO FINANCIAL STATEMENTS

Balance Sheet	F-2

Statements of Operations	F-3

Statements of Stockholders’ Equity	F-4

Statements of Cash Flows	F-5

Notes to Financial Statement	F-6 - F-7

F-1

First QuantumVentures, Inc.

(an development stage enterprise)

Balance Sheet

	March 31, 2011			June 30, 2010
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	3,571		$	13,545
Prepaid expenses		0			3,750

Total current assets		3,571			17,295

OTHER ASSETS
Other assets		0			0

Total other assets		0			0

Total Assets	$	3,571		$	17,295

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	0		$	0
Accrued interest on line of credit payable		6,124			3,270

Total current liabilities		6,124			3,270

LONG-TERM LIABILITIES

Long-term line of credit payable		50,000			30,000

Total long-term liabilities		50,000			30,000

Total Liabilities		56,124			33,270


STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value, authorized 500,000,000 shares; 29,429,232 issued and outstanding		29,429			29,429
Additional paid-in capital		295,487			295,487
Deficit accumulated during the development stage		(377,469	)		(340,891	)

Total stockholders’ equity		(52,553	)		(15,975	)

Total Liabilities and Stockholders’ Equity	$	3,571		$	17,295

The accompanying notes are an integral part of the financial statements

F-2

First Quantum Ventures, Inc.

(an development stage enterprise)

Statements of Operations

Three And Nine Months Ended March 31,

(Unaudited)

	Three Months						Nine Months						Period from Feb 24, 2004 (Inception) through
	2011			2010			2011			2010			March 31, 2011


REVENUES	$	0		$	0		$	0		$	0		$	0

OPERATING EXPENSES
General and administrative		3,267			202,616			8,491			208,271			304,449
Professional fees		11,958			1,000			24,733			15,250			52,858
Interest expense		1,159			2,023			3,162			5,682			20,162

Total expenses		16,384			205,639			36,386			229,203			377,469


Net loss	$	(16,384	)	$	(205,639	)	$	(36,386	)	$	(229,203	)	$	(377,469	)

Basic net loss per weighted average share	$	( 0.01	)	$	( 0.01	)	$	( 0.01	)	$	( 0.01	)

Weighted average number of shares		29,429,232			20,340,632			29,429,232			20,340,632

The accompanying notes are an integral part of the financial statements

F-3

First Quantum Ventures, Inc.

(an development stage enterprise)

Statement of Stockholders’ Equity (Deficit)

	Number of Shares		Common Stock		Additional Paid-in Capital		Deficit Accumulated During the Development Stage			Total Stockholders’ Equity

BEGINNING BALANCE, July 1, 2005		34,030,390	$	34,030	$	0	$	(34,030	)	$	0

Net loss		0		0		0		(8,582	)		(8,582	)

BALANCE, June 30, 2006		34,030,390		34,030		0		(42,612	)		(8,582	)

Net loss	0			0			0		(8,205	)		(8,205	)

BALANCE, June 30, 2007	34,030,390			34,030			0		(50,817	)		(16,787	)
1 for 100 reverse split	(33,690,086	)		(33,690	)		33,690		0			0
Net loss	0			0			0		(24,549	)		(24,549	)

BALANCE, June 30, 2008	340,304			340			33,690		(75,366	)		(41,336	)
Net loss	0			0			0		(26,083	)		(26,083	)
BALANCE, June 30, 2009	340,304			340			33,690		(101,449	)		(67,419	)
Shares issued for services	20,000,000			20,000			180,000		0			200,000
shares issued to settle debt & interest	9,088,600			9,089			81,797		0			90,886
Net loss	0			0			0		(239,634	)		(239,634	)
BALANCE, June 30, 2010	29,428,904			29,429			295,487		(341,083	)		(16,167	)
Net loss	0			0			0		(36,386	)		(36,386	)
ENDING BALANCE, March 31, 2011 (unaudited)	29,428,904		$	29,429		$	295,487	$	(377,469	)	$	(52,553	)

The accompanying notes are an integral part of the financial statements

F-4

First Quantum Ventures, Inc.

(an development stage enterprise)

Statements of Cash Flows

Nine Months Ended March 31,

(Unaudited)

	2011			2010			Cumulative from February 24, 2004 (inception) to March 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(36,386	)	$	(229,203	)	$	(377,469	)
Adjustments to reconcile net loss to net cash used by operating activities:
Common stock issued for services		0			200,000			225,000
Changes in operating assets and liabilities
(Increase) decrease in prepaid expenses		3,750			0			0
Increase (decrease) in accounts payable - trade		0			0			0
Increase (decrease) in accrued interest		3,162			5,682			20,162

Net cash provided (used) by operating activities		(29,474	)		(23,521	)		(132,307	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Deposit on options		0			0			0

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

CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued for cash		0			0			9,030
Proceeds from line of credit payable		19,500			40,000			126,848
Payments on line of credit payable		0			0			0

Net cash provided by financing activities		19,500			40,000			135,878

Net increase (decrease) in cash		(9,974	)		16,479			3,571

CASH, beginning of period		13,545			0			0

CASH, end of period	$	3,571		$	16,479		$	3,571
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Non-Cash Financing Activities:
None

The accompanying notes are an integral part of the financial statements

F-5

First Quantum Ventures, Inc.

(an development stage enterprise)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

(Information with regard to the nine months ended March 31, 2011 and 2010 is unaudited)

Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) The Company First Quantum Ventures, Inc.. is a Nevada chartered development stage corporation which conducts business from its headquarters in West Palm Beach, Florida.

The following summarize the more significant accounting and reporting policies and practices of the Company:

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

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

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

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

(f) Property and equipment All property and equipment are recorded at cost and depreciated over their estimated useful lives, using the straight-line method. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.

(g) Cash and equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents

(h) Interim financial information The financial statements for the nine months ended March 31, 2011 and 2010 are unaudited and include all adjustments which in the opinion of management are necessary for fair presentation, and such adjustments are of a normal and recurring nature. The results for the nine months are not indicative of a full year results.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s financial position and operating results raise substantial doubt about the Company’s ability to continue as a going concern, as reflected by the net loss of $377,469 accumulated through March 31, 2011. The ability of the Company to continue as a going concern is dependent upon commencing operations, developing sales and obtaining additional capital and financing. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company is currently seeking additional capital to allow it to begin its planned operations

F-6

First Quantum Ventures, Inc.

(an development stage enterprise)

NOTES TO FINANCIAL STATEMENTS

NOTE 3 - NOTES PAYABLE

The Company has entered into a convertible line of credit payable, which bears a 10% interest rate, a maturity date of December 31, 2013 and is unsecured. The line allows for draws up to $100,000, of which the Company has drawn $126,656, of which $77,156 has been converted into common stock of the Company. It is convertible at the option of the holder at the lesser of 60% of the 3 day prior closing price, $0.01 or the price shares are sold to a third party.

NOTE 5 – STOCKHOLDERS EQUITY

At March 31, 2011, the Company has 500,000,000 shares of par value $0.001 common stock authorized and 29,429,232 issued and outstanding.

F-7

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

The following discussion and analysis should be read in conjunction with our Financial Statements and Notes thereto appearing elsewhere in this Report on Form 10-Q as well as our other SEC filings.

Overview

First Quantum Ventures, Inc., (“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, 2010 and 2009. This means that our auditors believe there is doubt that the Company can continue as an on-going business for the next twelve months unless it obtains additional capital to pay its bills. This is because the Company has not generated any revenues and no revenues are anticipated. Accordingly, we must raise cash from sources such as investments by others in the Company and through possible transactions with strategic or joint venture partners. In the event we raise cash, we will likely use such funds to develop a new business plan, which is as yet undetermined. We do not plan to use any capital raised for the purchase or sale of any plant or significant equipment. The following discussion and analysis should be read in conjunction with the financial statements of the Company and the accompanying notes appearing subsequently under the caption "Financial Statements".

Comparison of Operating Results for the Three Months Ended March 31, 2011 to the Three Months Ended March 31, 2010

Revenues

The Company did not generate any revenues from operations for the three months ended March 31, 2011 or 2010. Accordingly, comparisons with prior periods are not meaningful. The Company is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and cost increases in services.

Operating Expenses

Operating expenses decreased by $189,255 from $205,639 for the three months ended March 31, 2010 to $16,384 for the three months ended March 31, 2011. The decrease in our net operating expenses is due to increased professional fees incurred and the issuance of 20,000,000 shares of common stock issued for services valued at $200,000 in 2010.

Net Loss

Net loss decreased by $189,255 from net loss of $205,639 for the three months ended March 31, 2010 to a net loss of $16,384 for the three months ended March 31, 2011. The decrease in net operating loss is due to the increased professional fees incurred and the issuance of 20,000,000 shares of common stock issued for services valued at $200,000 in 2010.

At March 31, 2011, our accumulated deficit was $377,469.

Assets and Liabilities

Our total assets were $3,571 at March 31, 2011. Our assets consist of cash of $3,571.

Total Current Liabilities are $6,124 at March 31, 2011. Our accrued interest on line of credit payable is $6,124.

Financial Condition, Liquidity and Capital Resources

At March 31, 2011, we had cash and cash equivalents of $3,571. Our working capital is presently minimal and there can be no assurance that our financial condition will improve. To date, we have not generated cash flow from operations. Consequently, we have been dependent upon third party loans to fund our cash requirements.

As of March 31, 2011, we had working capital deficit of $2,553. At March 31, 2011, total liabilities were $56,124. This increase is attributable to borrowing to pay expenses. As of March 31, 2011, the Company had no outstanding debt other than a long-term line of credit. The Company is seeking to raise capital to implement the Company's business strategy. In the event additional capital is not raised, the Company may seek a merger, acquisition or outright sale.

No trends have been identified which would materially increase or decrease our results of operations or liquidity.

Plan of Operation

The Company's plan of operation through June 30, 2011 is to focus on finding a suitable merger candidate or a viable business plan. The Company is seeking to raise capital to implement the Company's business strategy. In the event additional capital is not raised, the Company may seek a merger, acquisition or outright sale.

Comparison of Operating Results for the Nine Months Ended March 31, 2011 to the Nine Months Ended March 31, 2010

Revenues

The Company did not generate any revenues from operations for the nine months ended March 31, 2011 or 2010. Accordingly, comparisons with prior periods are not meaningful. The Company is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and cost increases in services.

Operating Expenses

Operating expenses decreased by $192,817 from $229,203 for the nine months ended March 31, 2010 to $36,386 for the nine months ended March 31, 2011. The decrease in our net operating expenses is due to increased professional fees incurred and the issuance of 20,000,000 shares of common stock issued for services valued at $200,000 in 2010.

Net Loss

Net loss decreased by $192,817 from net loss of $229,203 for the nine months ended March 31, 2010 to a net loss of $36,386 for the nine months ended March 31, 2011. The decrease in net operating loss is due to the increased professional fees incurred and the issuance of 20,000,000 shares of common stock issued for services valued at $200,000 in 2010.

At March 31, 2011, our accumulated deficit was $377,469.

Assets and Liabilities

Our total assets were $3,571 at March 31, 2011. Our assets consist of cash of $3,571.

Total Current Liabilities are $6,124 at March 31, 2011. Our accrued interest on line of credit payable is $6,124.

Financial Condition, Liquidity and Capital Resources

No trends have been identified which would materially increase or decrease our results of operations or liquidity

Plan of Operation

Critical Accounting Policies

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

Loss per share: Basic loss per share excludes dilution and is computed by dividing the loss attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to common shareholders by the weighted average number of common shares outstanding for the period and dilutive potential common shares outstanding unless consideration of such dilutive potential common shares would result in anti-dilution. Common stock equivalents were not considered in the calculation of diluted loss per share as their effect would have been.

Going Concern. The Company has suffered recurring losses from operations and is in serious need of additional financing. These factors among others indicate that the Company may be unable to continue as a going concern, particularly in the event that it cannot obtain additional financing or, in the alternative, affect a merger or acquisition. The Company's continuation as a going concern depends upon its ability to generate sufficient cash flow to conduct its operations and its ability to obtain additional sources of capital and financing. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

The Company is not subject to any specific market risk other than that encountered by any other public company related to being publicly traded.

Item 4T - Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to the filing date of this report, the Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of the Company's management, including the Company's President, Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Company's President, Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. There have been no significant changes in the Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

PART II

OTHER INFORMATION

Item 1 Legal Proceedings

None.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3 Defaults Upon Senior Securities

None

Item 4 Submission of Matters to a Vote of Security Holders

None

Item 5 Other Information

None

Item 6 Exhibits

(a) The following sets forth those exhibits filed pursuant to Item 601 of Regulation S-K:

Exhibit

number Descriptions

-------- -----------------------

31.1 * Certification of the Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley

Act of 2002.

31.2 * Certification of the Acting Chief Financial Officer pursuant to Section 302 of

Sarbanes-Oxley Act of 2002.

32.1 * Certification Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act

of 2002.

32.1 * Certification Acting Chief Financial Officer pursuant to Section 906 of Sarbanes-

Oxley Act of 2002.

------------

* Filed herewith.

(b) The following sets forth the Company's reports on Form 8-K that have been filed during the quarter for which this report is filed:

None.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	First Quantum Ventures, Inc.

	By:	/s/ Andrew Godfrey
		Andrew Godfrey
		Chief Executive Officer,
		President and Chairman of the Board*

Date: May 13, 2011

* Andrew Godfrey has signed both on behalf of the registrant as a duly authorized officer and as the Registrant's principal accounting officer.

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