UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
Amendment No. 1
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended SeptemberNovember 30, 2011

Commission file number: 000-52759
 
FIRST QUANTUM VENTURES INC.
(Name of registrant as specified in its charter)
 
Nevada20-4743354
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
 
 
2101 Vista Parkway, Suite 292, West Palm Beach, FL
290 Lenox Avenue, New York, NY  10027
(Address of principal executive offices)(Zip Code)
 
(561) 228-6148
(855) 633 - 3738
(Registrant’s telephone number, including area code)


Indicate by check mark whether the registrant (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 Noxo
 
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 x
 
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o (Do not check if smaller reporting company)
 
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 Noo
 
As of January 12,13, 2012, there were 101,879,232 shares of common stock outstanding.

 
 
1
 


TABLE OF CONTENTS
 
    Page No.
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements. F-1 - F-74
Item 2. Management’s Discussion and Analysis of Financial Condition and Plan of Operations. 45
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 68
Item 4 Controls and Procedures. 68
PART II - OTHER INFORMATION 
Item 1. Legal Proceedings. 79
Item 1A. Risk Factors. 79
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 79
Item 3. Defaults Upon Senior Securities. 79
Item 4. (Removed and Reserved) 79
Item 5. Other Information. 79
Item 6. Exhibits. 79
 
 
 
2
 

EXPLANATORY NOTE

On November 16, 2011, the Registrant filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) stating, among other things, that it had changed its fiscal year endThe registrant is filing this Amendment No. 1 to August 31 from June 30.  However, the Registrant did not file a Quarterly Report onits Form 10-Q for the fiscal quarterperiod ended SeptemberNovember 30, 2011.  The Registrant2011 as filed on January 17, 2012 (the “Original Filing”) solely to amend its address as shown on the cover page.  Except as described above, no other information in the Original Filing has concluded that a Quarterly Report on Form 10-Q for such period must be filedbeen updated and is therefore filing this Quarterly Report on Form 10-Q, which speaks onlyAmendment No. 1 continues to speak as of September 30, 2011.the date of the Original Filing. Other events that have occurred since September 30, 2011occurring after the filing of the Original Filing or other disclosure necessary to reflect subsequent events have beenwill be addressed in other filings madereports filed with or furnished to the SEC and only limited disclosuresubsequent to the date of such events is made herein.the filing of the Original Filing.

 
 
3
 
PART I - FINANCIAL INFORMATION
 
 
PART I - FINANCIAL INFORMATION

These unaudited financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-KForm 8-K for its fiscal year ended June 30,August 31, 2011 as filed with the SEC on September 29,November 16, 2011. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of SeptemberNovember 30, 2010 and 2011 and the results of its operations and cash flows for the three month periods then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year.


ITEM 1.FINANCIAL STATEMENTS

F 1
First Quantum Ventures, Inc.
(a development stage company)
Condensed Balance Sheet
  (unaudited)    
  September 30,  June 30, 
  2011  2011 
ASSETS      
CURRENT ASSETS      
  Cash $334  $831 
  Total current assets  334   831 
         
Total Assets $334  $831 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT        
CURRENT LIABILITIES        
  Accounts payable and accrued liabilities $-  $- 
  Accrued interest payable  8,822   7,344 
  Total current liabilities  8,822   7,344 
         
LONG-TERM LIABILITIES        
  Long-term line of credit payable  55,995   49,500 
  Total long-term liabilities  55,995   49,500 
         
Total Liabiliteis  64,817   56,844 
         
STOCKHOLDERS' DEFICIT        
  Common stock, $0.001 par value, 500,000,000 authorized shares        
   29,429,232 issued and outstanding September 30, 2011        
  and June 30, 2011 respectively  29,429   29,429 
  Additional paid in capital  302,154   295,487 
  Deficit accumulated during development stage  (396,066)  (380,929)
  Total stockholders' deficit  (64,483)  (56,013)
         
Total Liabilities and Stockholders' Equity $334  $831 
The accompanying notes are an intergral part of the financial statements
F 2
First Quantum Ventures, Inc.
(a development stage company)
Condensed Statements of Operations
Three Months Ended September 30,
(Unaudited)
          
        Cumulative from 
        February 24, 2004 
        (inception) to 
  2011  2010  September 30, 2011 
REVENUES $-  $-  $- 
             
OPERATING EXPENSES            
General and administrative expenses  1,198   2,975   306,886 
Interest expense  4,640   756   37,148 
Professional fees  9,299   8,750   52,032 
Total expenses  15,137   12,481   396,066 
             
Net Loss $(15,137) $(12,481) $(396,066)
             
Loss per weighted average common share $(0.00) $(0.00)    
             
Number of weighted average common shares outstanding  29,429,232   29,429,232     
             
The accompanying notes are an intergral part of the financial statements
 
 
F 3
First Quantum Ventures, Inc.
(a development stage company)
Condensed Statements of Cash Flows
Three Months Ended September 30,
(unaudited)
          
        Cumulative from 
        February 24, 2004 
        (inception) to 
  2011  2010  September 30, 2011 
CASH FLOW FROM OPERATING ACTIVITIES         
Net loss $(15,137) $(12,481) $(396,066)
Adjustment to reconcile net loss to net cash            
used by operating activities:            
Common stock issued for services  -   -   225,000 
Accretion of discount on line of credit payable  3,162   -   3,162 
Changes in operating assets and liabilites            
Decrease in prepaid expenses  -   3,750   - 
Increase in accrued interest payable  1,478   756   22,552 
             
Net cash used by operating activities  (10,497)  (7,975)  (145,352)
             
CASH FLOWS FROM INVESTING ACTIVITIES            
             
Net cash provided (used) by investing activities  -   -   - 
             
CASH FLOW FROM FINANCING ACTIVITIES            
Common stock issed for cash  -   -   9,030 
Proceeds from line of credit payable  10,000   -   136,656 
Net cash provided by financing activities  10,000   -   145,686 
             
Net increase (decrease) in cash  (497)  (7,975)  334 
             
CASH, beginning of period  831   13,545   - 
             
CASH, end of period $334  $5,570  $334 
             
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION            
Non-Cash Financing Activities:            
             
Common stock issed to settle debt and accrued interest $-  $-  $90,886 
Discount on line of credit payable $6,667  $-  $6,667 
             
The accompanying notes are an integral part of the financial statements
F 4
 

First Quantum Ventures, Inc.
(a development stage company)
Condensed Notes to Financial Statements

Note 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) The Company First Quantum Ventures, Inc. is a Nevada chartered development stage company 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 generally accepted accounting principles.
(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 and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Outstanding warrants and options are not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the three months ended September 30, 2011.  As of September 30, 2011, there were no outstanding options or warrants. 

(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
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.
 
 
F 5
On October 28, 2011, we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Andrew Godfrey, our Chief Executive Officer, DiMi Telematics, Inc. (“DiMi Telematics” or “DTI”) and the holders of all of the issued and outstanding capital stock of DiMi Telematics (the “DiMi Shareholders”).  Under the Share Exchange Agreement, we exchanged 87,450,000 shares of our common stock (the “First Quantum Shares”) for 100% of the issued and outstanding shares of DiMi Telematics (the “DiMi Shares”). The exchange of the DiMi Shares for the First Quantum Shares is hereinafter referred to as the “Share Exchange.” The First Quantum Shares issued in the Share Exchange represent 85.8% of our issued and outstanding common stock immediately following the Share Exchange. As a result of the Share Exchange, DiMi Telematics is now our wholly-owned subsidiary. In connection with the Share Exchange, (a) 15,000,000 shares of our issued and outstanding common stock owned by Kesgood Company, Inc. were surrendered for cancellation and (b) our officers and directors resigned and the following individuals assumed their duties as officers and directors:

NameTitle(s)
Barry TenzerPresident, Chief Executive Officer, Chief Financial Officer, Secretary and Director
Roberto FataExecutive Vice President – Business Development and Director


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.


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 $396,066 accumulated through September 30, 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
NOTE 3 – LINE OF CREDIT 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 $136,656 and converted $77,156 into shares of common stock through September 30, 2011. At June 30, 2011 and September 30, 2011, the Company has $50,500 and $40,500, respectively, which can be drawn. 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.  As of September 30, 2011, there is an unamortized discount on the line of credit in the amount of $3,505.

NOTE 4 – STOCKHOLDERS’ DEFICIT

At September 30, 2011, the Company has 500,000,000 shares of par value $0.001 common stock authorized and 29,429,232 issued and outstanding.

In March 2010, the Company issued 20,000,000 shares in exchange for services valued at $200,000, or $0.01 per share, the then current market price. In May 2010, the Company issued 9,088,600 shares of common stock to settle $77,156 of the outstanding convertible debt and $13,730 of accrued interest thereon, after a fairness hearing in the Circuit Court of the 18th Judicial Circuit, in and for Seminole County, Florida.
NOTE 5 -  SUBSEQUENT EVENTS

On October 28, 2011 First Quantum Ventures entered into a Share Exchange Agreement with DiMi Telematics, Inc shareholders.  Pursuant to the agreement, First Quantum Ventures issued 87,450,000 shares of common stock in exchange for all outstanding shares and warrants to purchase common shares of DiMi Telematics, Inc (DTI), First Quantum Ventures, Inc received 145,750,000 shares of common stock and warrants to purchase 21,625,000 shares of common stock.  As a result of the Share Exchange Agreement, DiMi Telematics, Inc has become a subsidiary of First Quantum Ventures, Inc.  The Company will assume operation of DiMi Telematics Inc and enter the Telematics/M2M industry.  At the closing of the Share Exchange Agreement on November 10, 2011, DiMi will become a wholly-owned subsidiary of First Quantum Ventures, Inc. The Exchange Agreement contains customary representations, warranties, and conditions.
F 6

In connection with the Share Exchange, (a) 15,000,000 shares of the Company’s  issued and outstanding common stock owned by Kesgood Company, Inc. were surrendered for cancellation and (b) the Company’s officers and directors resigned and the following individuals assumed their duties as officers and directors:


NameTitle(s)
Barry TenzerPresident, Chief Executive Officer, Chief Financial Officer, Secretary and Director
Roberto FataExecutive Vice President – Business Development and Director

The Company will account for the acquisition under the purchase method of accounting for business combinations. Under the purchase method of accounting in a business combination effected through an exchange of equity interest, the entity that issues the equity interest is generally the acquiring entity. In some business combinations (commonly referred to as reverse acquisitions), however, the acquired entity issues the equity interest. Accounting for business combinations requires consideration of the facts and circumstances surrounding a business combination that generally involves the relative ownership and control of the entity by each of the parties subsequent to the acquisition. Based on a review of these factors, the acquisition will be accounted for as a reverse acquisition, i.e. the Company will be considered the acquired company and DTI will be considered the acquiring company. As a result, the Company’s assets and liabilities will be incorporated into DTI’s balance sheet based on the fair value of the net assets acquired. Further, the Company’s operating results will not include the Company’s results prior to the date of closing.

In connection with the Share Exchange, the outstanding balance on the line of credit was cancelled.

F 7
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS.

Forward-looking Statements
We and our representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this quarterly report and other filings with the SEC, reports to our stockholders and news releases. All statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “project,” “forecast,” “may,” “should,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to update or revise any of the forward-looking statements after the date of this quarterly report to conform forward-looking statements to actual results.  Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to, uncertainties associated with the following:

•Inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;
•Our failure to earn revenues or profits;
•Inadequate capital to continue business;
•Volatility or decline of our stock price;
•Potential fluctuation in quarterly results;
•Rapid and significant changes in markets;
•Litigation with or legal claims and allegations by outside parties; and
•Insufficient revenues to cover operating costs.
•           Inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;

•           Our failure to earn revenues or profits;

•           Inadequate capital to continue business;

•           Volatility or decline of our stock price;

•           Potential fluctuation in quarterly results;

•           Rapid and significant changes in markets;

•           Litigation with or legal claims and allegations by outside parties; and

•           Insufficient revenues to cover operating costs.

The following discussion should be read in conjunction with the financial statements and the notes thereto which are included in this quarterly report.  This discussion contains forward-looking statements that involve risks, uncertainties and assumptions.  Our actual results may differ substantially from those anticipated in any forward-looking statements included in this discussion as a result of various factors.


5

Overview

Cine-Source Entertainment, Inc. (“Old Corporation”) a Colorado corporation, was formed 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 Surviving Corporation effected a 1-for-200 reverse stock split. 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. (the “Company”), and on May 5, 2006 merged Surviving Corporation with and into the Company.

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".
4
As disclosed on a Current Report on Form 8-K filed with the SEC on November 16, 2011, on October 28, 2011, we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Andrew Godfrey, our Chief Executive Officer, DiMi Telematics, Inc. (“DiMi Telematics” or “DTI”) and the holders of all of the issued and outstanding capital stock of DiMi Telematics (the “DiMi Shareholders”). Under the Share Exchange Agreement, we exchanged 87,450,000 shares of our common stock (the “First Quantum Shares”) for 100% of the issued and outstanding shares of DiMi TelematicsDTI (the “DiMi Shares”). The exchange of the DiMi Shares for the First Quantum Shares is hereinafter referred to as the “Share Exchange.” The First Quantum Shares issued in the Share Exchange represent 85.8% of our issued and outstanding common stock immediately following the Share Exchange. As a result of the Share Exchange, DiMi Telematics is nowDTI became our wholly-owned subsidiary. In connection with the Share Exchange, (a) 15,000,000 shares of our issued and outstanding common stock owned by Kesgood Company, Inc. were surrendered for cancellation and (b) our officers and directors resigned and the following individuals assumed their duties as officers and directors:


Name Title(s)
Barry Tenzer President, Chief Executive Officer, Chief Financial Officer, Secretary and Director
Roberto Fata Executive Vice President – Business Development and Director


COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011 AND THE THREE MONTHS ENDED SEPTEMBER 30, 2010.

ResultsThe Exchange qualified as a transaction exempt from registration or qualification under the Securities Act of operations1933, as amended (the “Securities Act”), and under the applicable securities laws of each jurisdiction where any of the stockholders reside.
 
The Company did not generatedesigns, develops and distributes Machine-to-Machine (M2M) communications solutions used to remotely track, monitor, manage and protect multiple mobile and fixed assets in real-time from virtually any revenues from operations forweb-enabled desktop computer or mobile device. Through our proprietary software and hosted service offerings, DTI is endeavoring to capitalize on the three months ended September 30, 2011 or 2010. Accordingly, comparisons with prior periods are not meaningful. The Company is subjectpervasiveness and data transport capabilities of wireless networks in order to risks inherent in the establishment of a newfacilitate communications and process efficiencies between commercial and industrial business enterprise, including limited capital resourcesowners/managers and cost increases in services

Net Operating Revenues
There was no operating revenue for the three months ended September 30, 2011,their respective networked control systems, sensors and 2010 respectively.
Operating Expenses and Charges
Operating expenses for the three months ended September 30, 2011 was $15,137, an increase of $2,656 from $12,481 for the three months ended September 30, 2010. The increase in our net operating expenses is due to increased professional fees and interest expense offset by a decrease in General and Administrative expenses.

Net Loss

Net loss for the three months ended September 30, 2011 was $15,137, an increase of $2,656 compared to $12,481 for the three months ended September 30, 2010.

At September 30, 2011, our accumulated deficit was $396,066.

Financial Condition, Liquidity and Capital Resources
For the three months ended September 30, 2011 and 2010, the Company has not generated cash flow from operations. Consequently, the Company has been dependent upon third party loans to fund its cash requirements.
As of September 30, 2011, the Company had cash of $334. The Company's total assets were $334 as of September 30, 2011. At September 30, 2011, total liabilities increased from $56,844 to $64,817. This increase is attributable to the new borrowing of $10,000 of convertible debt and $1,478 of accrued interest. As of September 30, 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.
Business Plan and Strategydevices.
 
The Company is focused on the M2M market segments in which we can provide highly differentiated and value-driven solutions capable of unleashing tangible productivity gains, material cost reductions and quantifiable risk mitigation across an enterprise. Aside from the oversight and administration of our corporate, financial and legal affairs by the executive management team, our Company’s operating activities are centralized in three core areas:
Sales and Marketing, which will employ both direct and indirect sales models utilizing an in-house business development team, partners and resellers and self-service through a service on-demand web interface.
Operations, which will be responsible for managing daily activities related to monitoring and administering our cloud-based server operations; 24/7 client service/help desk; professional services and installation support; and quality assurance and testing of our DiMi software and hosting platform, as well as the implementation and ongoing administration of our hosted clients’ M2M communications platforms.
Product Development, which will be charged with enhancing our existing M2M software applications and services and introducing new and complementary hosted products and applications on a timely basis. We anticipate that the creative formulation of enhancements and new product conceptualization will be performed in-house by our officers and directors. Thereafter, we intend to outsource software enhancement and product development stage enterprise.to outside third parties.
 
 
56
 
Going Concern
 
PLAN OF OPERATIONS
Product Development Plan

Product Development will be charged with enhancing our existing M2M software applications and services and introducing new and complementary hosted products and applications on a timely basis.

The primary building blocks of machine-to-machine (M2M) technology on which DTI has focused its development activities have been and will remain:

·  Building an expert knowledge base of existing and emerging electronics/technologies that enable geo-location, remote monitoring and control, auto-diagnostics and object identification;

·  Engagement of a cloud computing platform that enables ubiquitous, scalable and on-demand network access;

·  Development of proprietary software that controls two-way communication events, acts on predefined rules and delivers users a customized web interface that is accessible 24/7 from any web-enabled computer or device anywhere on Earth; and

·  Information systems that enable users to process management solutions that allow for exploiting the information gathered for intelligent decision-making purposes and enhanced situational awareness.

The Company’s proprietary M2M solutions utilize a cloud-based, two-way communications delivery platform, marketed as “DiMi.” Leveraging the power, scalability and flexible turnkey advantages of DiMi’s patent-pending software and hosting platform, users are able to remotely track, monitor, manage and protect multiple mobile and fixed assets in real-time from virtually any web-enabled desktop computer or mobile device while located anywhere in the world.

DiMi features a robust, customized interface that gives its users secure command and control functionality of multiple remote, connected sensors, alarms and diagnostic devices. Moreover, the intuitive DiMi framework readily adapts to and integrates both new and legacy monitoring/sensing equipment – irrespective of make, model or manufacturer – providing for simplified, economical M2M deployments.
DiMi is delivered as a monthly, hosted service that puts critical information into the palm of its user’s hands with no major hardware investments. Our hosting platform can be tailored for each customer to create secure and reliable end-to-end connectivity between their specific remote connected equipment and DiMi’s proprietary web interface

Marketing Plan

Strategically, the Company is focused on the M2M market segments in which we can provide highly differentiated and value-driven solutions capable of unleashing tangible productivity gains, material cost reductions and quantifiable risk mitigation across an enterprise.

We have also taken – and will continue to take – the necessary steps to secure the proprietary aspects of our applications through patent filings in the U.S. and in key international markets. Moreover, we intend to remain focused on proactively developing best-of-breed Internet-enabled M2M solutions that will effectively meet the evolving needs of our primary target market, namely web-based remote asset tracking, management and control with applications in the commercial, industrial, educational, government and military sectors.

At that time, DTI intends to concentrate its DiMi commercialization efforts on marketing the solution to property management companies, commercial property developers, government/military installations, industrial facilities, retail and restaurant chains, colleges and universities, fleet managers, and any business or institutional concern with valuable fixed and mobile assets requiring remote surveillance, regular maintenance or general oversight.

In order to achieve accelerated market penetration and sustainable, recurring revenue from a global customer base, The Company expects to ultimately adopt a hybrid sales and marketing model involving direct sales (Solutions Team); channel sales (via leading Value-Added Resellers (VARs) and distributors dedicated to niche market applications that DiMi is capable of addressing in target domestic and international markets); and strategic marketing and integration collaborations with industry leading system integrators, Original Equipment Manufacturers (OEMs) and large cellular carriers and dealers.
7

Competition

We believe we have a competitive advantage and are uniquely positioned as an M2M solution-centric business since our M2M communications platform is hardware-agnostic, and our hosting environment is in the cloud – this gives us the ability to help businesses lower their IT infrastructure costs and management requirements while improving performance, scalability and flexibility.

Our consultative approach to enabling hosted M2M technologies for our clients – as well as the attention we give to their specific needs, requirements and circumstances – are critical competitive differentiators that we are dedicated to preserving and nurturing as we grow. Moreover, prudent and timely integration of new and emerging digital and web technologies into our M2M communications platform will remain an underpinning mission for DTI if we are to earn and maintain distinction as a recognized industry leader.

Employees
As of November 30, 2011, other than its officers and directors, the Company employed no full time and no part time employees. 

Subsidiaries
In accordance with the Exchange Agreement dated October 28, 2011, DTI became a subsidiary of the Company.

LIQUIDITY AND CAPITAL RESOURCES

As of November 30, 2011, we had cash and cash equivalents of $262,663. We have a net working capital of $255,165.

The accompanying consolidated financial statements have been prepared assuming that we will continue ascontemplating a going concern. We have a stockholder’s deficitcontinuation of $396,066 and a working capital deficit of $8,488 at September 30, 2011, and net losses from operations of $15,137 for the three months ended September 30, 2011. These conditions raise substantial doubt about our ability to continueCompany as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue asCompany has reported a going concern.

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

Start-Up Costs. Costs of start-up activities, including organization costs, are expensed as incurred, in accordance with generally accepted accounting principles.

Net loss per share. Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Outstanding warrants$58,010 and options are not included in the computationhad an accumulated deficit of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the three months ended September 30, 2011.  As of September 30, 2011, there were no outstanding options or warrants.$282,096.

Fair value of financial instruments. The carrying values of cash and accrued liabilities approximate their fair values due to the short maturity of these instruments.

The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements. generated positive cash flows from operating activities. The primary source of capital has been from the sale of equity securities. Our primary use of capital has been for professional fees, and general and administrative costs. Our working capital requirements are expected to increase in line with the growth of our business.

OFF-BALANCE SHEET ARRANGEMENTS

We do not anticipate entering into anyhave no significant off-balance sheet arrangements during the next 12 months.that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3.                      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable

ITEM 4.                      CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Each of our principal executive and principal financial officer has evaluated 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 the end of the period covered by this quarterly report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were effective as of SeptemberNovember 30, 2011.

Changes in Internal Control over Financial Reporting.

Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter.  Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


 
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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.                      REMOVED AND RESERVED
None

ITEM 5.                      OTHER INFORMATION
None

ITEM 6.                      EXHIBITS AND 8K

(a)           Documents furnished as exhibits hereto:
 
Exhibit No.  Description
31.131.1. Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-101.INSXBRL INSTANCE DOCUMENT
EX-101.SCHXBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
EX-101.CALXBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.DEFXBRL TAXONOMY EXTENSION DEFINITION LINKBASE
EX-101.LABXBRL TAXONOMY EXTENSION LABELS LINKBASE
EX-101.PREXBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
 

 
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SIGNATURES

Pursuant to the requirements 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.
 January 20, 2012By:
/s/ Barry Tenzer
 
  
January 12, 2012By:/s/ 
Barry Tenzer
Barry Tenzer
President, CEO and CFO
  (Principal Executive Officer and Principal Financial Officer)
 

 
 
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