Results of Operations For the quarter ended September 30, 2007, we experienced a loss of $10,734 principally due to general and administrative expenses and legal fees.4
Net Operating Revenues
We had operating revenue of $0 and $0 for the quarters ended September 30, 2007, and 2006, respectively.
Operating Expenses and Charges
The operating expenses for the quarter ended September 30, 2007 were $10,734. For the quarter ended September 30, 2006, the significant operating expenses were $1,982.
Liquidity and Capital Resources
For the quarter ended September 30, 2007, the Company generated no cash flow from operations. Consequently, the Company has been dependent upon its lenders to fund its cash requirements. The same situation existed for the quarter ended September 30, 2006.
At September 30, 2007,
| 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 Company had cashSEC, 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 $0such words and a convertible note payable Of $25,229.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;
Business Plan• 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 Strategysignificant 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.
Overview
First Quantum Ventures, Inc., (“FQVI”) was originally formed as Cine-Source Entertainment, Inc., (“Old Corporation”Corporation”) a Colorado Corporation,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 (the “Surviving Corporation”Corporation”), a Colorado Corporation.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 CompanySurviving Corporation effected a 1-for-200 reverse stock split. Thereafter, theThe name of the surviving corporationSurviving 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 Corporationcorporation named First Quantum Ventures, Inc. (the “Company”), and on May 5, 2006 merged Surviving Corporation with and into the Company.
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 “Exchange Agreement”) with Andrew Godfrey, our Chief Executive Officer, DiMi Telematics, Inc. (“DTI”) and the holders of all of the issued and outstanding capital stock of DiMi Telematics (the “DiMi Shareholders”). Under the Exchange Agreement, we exchanged 87,450,000 shares of our common stock (the “First Quantum Ventures, Inc.,Shares”) for 100% of the Nevada Corporation.�� Ourissued and outstanding shares of DTI (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, DTI 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 |
The Exchange qualified as a transaction exempt from registration or qualification under the Securities Act of 1933, as amended (the “Securities Act”), and under the applicable securities laws of each jurisdiction where any of the stockholders reside.
The Company designs, 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 web-enabled desktop computer or mobile device. Through our proprietary software and hosted service offerings, DTI is currently tradedendeavoring to capitalize on the Pink Sheets underpervasiveness and data transport capabilities of wireless networks in order to facilitate communications and process efficiencies between commercial and industrial business owners/managers and their respective networked control systems, sensors and devices.
The Company is focused on the symbol “FQVI”.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.
ItOperations, 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 to outside third parties.
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 our intentionaccessible 24/7 from any web-enabled computer or device anywhere on Earth; and
· Information systems that enable users to qualifyprocess 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 for quotation of its common stockis focused on the over-the-counter (OTC) Bulletin Board.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.
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.
FQVI is authorized to engage in any lawful corporation undertaking including, but limited to, selected mergers and acquisitions. We have been in a development stage since inception and at the current time have no active operations. The Company intends to satisfy securities law requirements for 34 Act reporting. This will enable an acquired foreign or domestic private company to become a reporting (“public”) company whose securities qualify for trading in the United States secondary market.
Subsidiaries
We will attempt to locate and negotiateIn accordance with the Exchange Agreement dated October 28, 2011, DTI became a business entity for the combination of that target company with us. The combination will normally take the form of a merger, stock- for-stock exchange or stock-for-assets exchange. In most instances, the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368subsidiary of the Internal Revenue Code of 1986, as amended. No assurances can be given that we will be successful in locating or negotiating with any target company.Company.
Going ConcernLIQUIDITY 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 stockholders deficitcontinuation of $34,030 and net losses from operations of $10,734 and $1,982, respectively, for the three months ended September 30, 2007 and 2006. 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.
Recent Accounting Pronouncementsnet loss of $58,010 and had an accumulated deficit of $282,096.
In July 2001 the FASB issued SFAS No. 141 "Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets." We have adoptednot generated positive cash flows from operating activities. The primary source of capital has been from the provisionssale of SFAS No. 141equity securities. Our primary use of capital has been for professional fees, and 142,general and such adoption did not impactadministrative costs. Our working capital requirements are expected to increase in line with the growth of our results of
operations.business.
In July 2001 the SEC issued SAB 102 "Selected Loan Loss Allowance Methodology and Documentation Issues." OFF-BALANCE SHEET ARRANGEMENTS
We do not expect this SABhave no significant off-balance sheet arrangements that have or are reasonably likely to have anya current or future effect on our financial positioncondition, changes in financial condition, revenues or expenses, results of operations.operations, liquidity, capital expenditures or capital resources.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." Management does not expect the standard to have any effect on our financial position or results of operations.ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment of Long-Lived Assets." We have adopted the provisions of SFAS No. 144 and 142, and such adoption did not impact our results of operations.Not applicable
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.
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 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 net 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 instruments. The carrying values of cash and accrued liabilities approximate their fair values due to the short maturity of these instruments.
Critical Accounting Policies
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. We do not anticipate entering into any off-balance sheet arrangements during the next 12
months.
Item 3 -ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, which includesEach of our Chief Executive Officer, have conducted an evaluation ofprincipal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, (asas defined in Rule 13a-14(c) promulgatedRules 13a - 15(e) and 15d - 15(e) under the Securities and Exchange Act of 1934, as amended) as of a dateamended (the "Evaluation Date"“Exchange Act”), as of the end of the period covered by this quarterly report. Based upon thaton their evaluation, our management haseach such person concluded that our disclosure controls and procedures arewere effective for timely gathering, analyzing and disclosing the information we are required to discloseas of November 30, 2011.
Changes in our reports filed under the Securities Exchange Act of 1934, as amended. There have been no significant changes madeInternal Control over Financial Reporting.
Our management has evaluated whether any change in our internal controlscontrol 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 in other factors that could significantlyis reasonably likely to materially affect, our internal controls subsequent to the end of the period covered by this report based on such evaluation.control over financial reporting.
PART II - OTHER INFORMATION
Item 1 Legal ProceedingsITEM 1. LEGAL PROCEEDINGS
None
NoneITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Item 2 Changes in securities, use of proceeds and small business issuer of equity securitiesNone
None
Item 3 Defaults upon senior securitiesITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
NoneITEM 4. REMOVED AND RESERVED
Item 4 Submission of matters to a vote of security holdersNone
None
Item 5 Other informationITEM 5. OTHER INFORMATION
None
The company has recently formed a subsidiary corporation to engage in business and financial advisory work of a general nature. Part of this undertaking will include efforts to locate and acquire other companies with operating businesses that can be integrated into the structure of the company and other companies that will compliment the financial and business advisory work. At this date the company is seeking a representative to operate the newly formed subsidiary and will at that time more clearly define the parameters of its acquisition program.
Item 6 Exhibits and reports on Form 8-KITEM 6. EXHIBITS AND 8K
(a) TheDocuments furnished as exhibits required to be filed herewith by Item 601 of Regulation S-B, as described in the following index of exhibits, are incorporated herein by reference, as follows:hereto:
| Exhibit No. | |
No. | Description |
| 31.1. | |
31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a), as adoptedand Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 2002 |
| 32.1 | | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*2002 |
* Filed herewith.
(b) Reports on Form 8-K 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
SIGNATURES
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrantregistrant 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 | FIRST QUANTUM VENTURES INC. |
| | |
| January 20, 2012 | By: | /s/ Barry Tenzer Andrew Godfrey
President
Chief Financial Officer
Date: May 14, 2009
| |
| | Barry Tenzer President, CEO and CFO |
| | (Principal Executive Officer and Principal Financial Officer) |
| | |
| | |
10