UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
x Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
For the quarterly period endedDecember 31, 2007
¨ Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
For the transition period ________ to ________
COMMISSION FILE NUMBER 000-51698
(QV) QUANTUM VENTURES, INC.
(Exact name of small business issuer as specified in its charter)
NEVADA | Applied for | |
IRS Identification Number | ||
organization) | ||
| ||
16 Midlake Boulevard , Suite 312 | ||
SE Calgary AB, Canada T2X 2X7 | ||
(Address of principal executive offices) | ||
(403 397-7211 | ||
Issuer's telephone number | ||
Quantum Ventures, Inc.
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past twelve 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.
YesxNo¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes¨Nox
State the number of shares outstanding of each of the issuer's classes of common equity, as of the
latest practicable date:As of December 31, 2007, the Issuer had, 14,650,000 Shares of Common
Stock outstanding.
Transitional Small Business Disclosure Format (check one): Yes¨Nox
PART I - FINANCIAL INFORMATION
(QV) QUANTUM VENTURES, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
(Expressed in United States Dollars)
December 31, 2007
(QV) QUANTUM VENTURES, INC. | |||||||||
(A Development Stage Company) | |||||||||
CONSOLIDATED BALANCE SHEET | |||||||||
(Unaudited) | |||||||||
December 31, | |||||||||
2007 | |||||||||
ASSETS | |||||||||
Current Assets | |||||||||
Cash | $ 549 | ||||||||
Total Current Assets | 549 | ||||||||
Total assets | $ 549 | ||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
Current Liabilities | |||||||||
Account payables and accrued expenses | $ 1,750 | ||||||||
Related party loan | $ 4,000 | ||||||||
Total Current Liabilities | 5,750 | ||||||||
Total Liabilities | 5,750 | ||||||||
Commitments and Contingencies | |||||||||
Stockholders' Equity | |||||||||
Preferred stock, $.001 par value 10,000,000 shares authorized | |||||||||
no shares issued and outstanding | - | ||||||||
Common stock, $.001 par value 50,000,000 shares authorized | |||||||||
14,650,000 shares issued and outstanding | 14,650 | ||||||||
Additional paid-in capital | 77,850 | ||||||||
Deficit accumulated during the development stage | (97,701) | ||||||||
Total Stockholders' Equity | (5,201) | ||||||||
Total Liabilities and Stockholders' Equity | $ 549 | ||||||||
F-1
(QV) QUANTUM VENTURES, INC. | ||||||||
(A Development Stage Company) | ||||||||
STATEMENTS OF OPERATIONS | ||||||||
For the Three | For the Three | For the Six | For the Six | For the Period | ||||
Months Ended | Months Ended | Months Ended | Months Ended | from April 14, | ||||
December 31, | December 31, | December 31, | December 31, | 2004 (inception) | ||||
2007 | 2006 | 2007 | 2006 | to December 31, | ||||
|
|
|
| 2007 | ||||
REVENUES | $ - | $ - | $ - | $ - | $ - | |||
OPERATING EXPENSES | ||||||||
General and administrative expenses | 1,456 | 10,621 | 5,727 | 12,604 | (91,701) | |||
Impairment of intangible asset | - | - | - | - | (6,000) | |||
Total operating expenses | 1,456 | 10,621 | 5,727 | 12,604 | (97,701) | |||
Net loss before provision for income taxes | (1,456) | (10,621) | (5,727) | (12,604) | 97,701 | |||
Provision for income taxes | - | - | - | - | - | |||
Net loss | $ (1,456) | $ (10,621) | $ (5,727) | $ (12,604) | $ 97,701 | |||
Weighted average common shares outstanding - | ||||||||
Basic and diluted | 14,650,000 | 14,650,000 | 14,650,000 | 14,650,000 | ||||
Net loss per share – basic and diluted | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) | ||||
See accompanying notes
F-2
(QV) QUANTUM VENTURES, INC. | |||||||
(A Development Stage Company) | |||||||
STATEMENTS OF CASH FLOWS | |||||||
For the Six | For the Six | For the Period | |||||
Months Ended | Months Ended | from April 14, | |||||
December 31, | December 31, | 2004 (inception) | |||||
2007 | 2006 | to December 31, | |||||
|
| 2007 | |||||
Cash Flows From Operating Activities |
|
| |||||
Net loss | $ (5,727) | $ (12,604) | $ (97,701) | ||||
Impairment of intangible asset | - | - | 6,000 | ||||
Changes in current assets and current liabilities: | |||||||
Accounts payable and accrued expenses | (5,750) | (10,000) | 10,750 | ||||
Technology purchase payable | - | - | - | ||||
Net Cash Used In Operating Activities | (11,477) | (22,604) | (80,951) | ||||
Cash Flows From Investing Activities | |||||||
Payment for technology rights | - | - | (15,000) | ||||
Net Cash Used In Investing Activities | - | - | (15,000) | ||||
Cash Flows From Financing Activities: | |||||||
Proceeds from related party loan | 4,000 | - | 4,000 | ||||
Proceeds from the issuance of common stock | - | - | 92,500 | ||||
Net Cash Provided By Financing Activities | 4,000 | - | 96,500 | ||||
Increase (decrease) in Cash and Cash Equivalents | (7,477) | (22,604) | 549 | ||||
Cash and Cash Equivalents, Beginning of Period | 8,026 | 39,678 | - | ||||
Cash and Cash Equivalents, End of Period | $ 549 | $ 17,074 | $ 549 | ||||
Supplemental Disclosure of Cash Flow Information: | |||||||
Cash paid for interest | $ - | $ - | $ - | ||||
Cash paid for income taxes | $ - | $ - | $ - | ||||
(QV) QUANTUM VENTURES, INC. |
(A Development Stage Company) |
NOTES TO THE FINANCIAL STATEMENTS |
(Expressed in United States Dollars) |
December 31, 2007 |
Unaudited |
NOTE 1 - NATURE OF OPERATIONS
Organization
(QV) Quantum Ventures, Inc. formerly Quantum Ventures, Inc. (the “Company”) was incorporated in Nevada on April 14, 2004. The Company is a development stage company engaged in the business of commercializing the development of patient management software.
Interim Reporting
While the information presented in the accompanying interim three and nine months financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the June 30, 2007 audited annual financial statements of (QV) Quantum Ventures, Inc. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s audited June 30, 2007 annual financial statements.
Operating results for the three months and six months ended December 31, 2007 are not necessarily indicative of the results that can be expected for the year ended June 30, 2008.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Recent Accounting Pronouncements
Recent accounting pronouncements that the Company has adopted or will be required to adopt in the future are summarized below.
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, "Fair Value Measurements". The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value.
F-4
(QV) QUANTUM VENTURESINC. |
A Development Stage Company) |
NOTES TO THE FINANCIAL STATEMENTS |
(Expressed in United States Dollars) |
December 31, 2007 |
NOTE 2-SIGNIFICANT ACCOUNTING POLICIES (Continued)
measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities -Including an Amendment of FASB Statement No. 115". This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 "Accounting for Certain Investments in Debt and Equity Securities" applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, "Fair Value Measurements". The adoption of this statement is not expected to have a material effect on the Company's financial statements.
In June 2007, the Emerging Issues Task Force (EITF) of the FASB issued EITF Issue No.07-3, “Accounting for Nonrefundable Advance Payments for Goods or Services to be used in Future Research and Development Activities”, ("EITF 07-3") which is effective for fiscal years beginning after December 15, 2007. EITF 07-3 requires that nonrefundable advance payments for future research and development activities be deferred and capitalized. Such amounts will be recognized as an expense as the goods are delivered or the related services are performed. The Company does not expect the adoption of EITF 07-3 to have a material impact on the financial results of the Company.
In December 2007, the FASB issued SFAS No. 141(R) “Business Combinations” (SFAS 141(R)). This Statement replaces the original FASB Statement No. 141. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called thepurchase method) be used for all business combinations and for an acquirer to be identified for each business combination. The objective of this SFAS 141(R) is to improve the relevance, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects.
F-5
(QV) QUANTUM VENTURES, INC. |
(A Development Stage Company) |
NOTES TO THE FINANCIAL STATEMENTS |
(Expressed in United States Dollars) |
December 31, 2007 |
Unaudited |
NOTE 2-SIGNIFICANT ACCOUNTING POLICIES (Continued)
To accomplish that, SFAS 141(R) establishes principles and requirements for how the acquirer:
a.
Recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree.
b.
Recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase.
c.
Determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.
This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 and may not be applied before that date.The Company does not expect that its adoption of SFAS 141(R) will have on its results of operations and financial condition.
In December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51” (SFAS 160). This Statement amends the original Accounting Review Board (ARB) No. 51 “Consolidated Financial Statements” to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This Statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008 and may not be applied before that date. The Company is unable at this time to determine the effect that its adoption of SFAS 160 will have on its results of operations and financial condition.
FSP FAS 123(R)-5 was issued on October 10, 2006. The FSP provides that instruments that were originally issued as employee compensation and then modified, and that modification is made to the terms of the instrument solely to reflect an equity restructuring that occurs when the holders are no longer employees, then no change in the recognition or the measurement (due to a change in classification) of those instruments will result if both of the following conditions are met: (a). There is no increase in fair value of the award (or the ratio of intrinsic value to the exercise price of the award is preserved, that is, the holder is made whole), or the
F-6
(QV) QUANTUM VENTURESINC. |
(A Development Stage Company) |
NOTES TO THE FINANCIAL STATEMENTS |
(Expressed in United States Dollars) |
December 31, 2007 |
Unaudited |
NOTE 3– RELATED PARTY LOAN
On October 16, 2007 the company received $4,000 cash from a shareholder loan to continue its operations. The loan is funded by the President and non interest bearing.
NOTE 4-SUBSUQUENT EVENTS
On January 18, 2008 the Board of Directors of the Company unanimously passed a resolution authorizing a forward split of the authorized, issued and outstanding common shares on a eight to one (8 to1) basis bringing the total common shares issued and outstanding to 117,200,000 and authorized common shares to 400,000,000.
F-7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this Quarterly Report constitute "forward-looking statements". These statements, identified by words such as “plan”, "anticipate," "believe," "estimate," "should," "expect" and similar expressions, include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under this caption "Management's Discussion and Analysis or Plan of Operation" and elsewhere in this Quarterly Report . We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”).
As used in this Quarterly Report, the terms "we", "us", "our", “the Company” and “Quantum” mean (QV) Quantum Ventures, Inc. unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.
Introduction
The following discussion and analysis summarizes our plan of operation for the next twelve months, our results of operations for the three-month period ended December 31, 2007. This discussion should be read in conjunction with the Management’s Discussion and Analysis or Plan of Operation.
(QV) Quantum Ventures, Inc. formerly Quantum Ventures, Inc. is a corporation formed under the laws of the State of Nevada on, April 14, 2004 whose principal executive offices are located in Calgary Alberta, Canada. Our principal business is the development, marketing and of a software product called Mediflow.
About Our Business
We are a development stage company. We have produced no revenues to date, and have not begun revenue producing activities. We have had extremely limited operations and have relied on the sale of our securities and loans or capital infusions from our officers and directors to fund our operations to date. Our auditors have included in their report covering our financial statements for the period from incorporation to June 30, 2006, that there is substantial doubt about our ability to continue as a going concern. Our business plan is to further develop and commercialize the MediFlow Software Program, a medical tracking software program that will assist healthcare professionals in diagnosing and recommending treatment for patients. Mediflow scans keywords of a healthcare professional’s input and compares it to an indexed database utilizing both Heuristic and Boolean logical algorithms. The software c ompares the disease database looking for matching symptoms, analyzes the true phase (during current treatment), and the medications or other treatments being used. It then matches the results with models found in the database, flaggingany abnormalities in both the diagnosis and treatment, and suggesting a solution.
2
MediFlow has the capability to also provide third-party specialists with HIPAA-compliant access to patient information for their review and recommendations. Access can be provided through the interactive use of text, audio, pictures or video both encapsulated and streaming; currently, the software supports both Audio and Visual access through .wav files, allowing it to also interface with third party software to make these features functional.
Software functionality is dependent on the accurate input of patient data. Software gateways are open to add modules to and for database integration, by permitting searches of the healthcare professional’s database and third-party databases. We may lease or acquire a third party data base to improve existing functionality for marketing purposes. At present, costs associated with such lease or acquisition is not known. We plan to market our software as a service to Doctors and other health professionals in the U.S. and Canada. We plan to further develop our software program as an easy to use, functional, responsive and integrated program that focuses on the needs of the Heath Care community.
Plan of Operation
Financial Plan
As of December 31, 2007 we had a cash balance $549 and have earned no revenue from operations. Since our inception on April 14, 2004 to December 31, 2007 we have raised $92,500 in equity financing via distributions of unregistered securities to Canadian investors using exemptions provided under Regulation S and under British Columbia, Alberta and Saskatchewan Multilateral Instrument 45-103 Part 2 in Canada. During the next twelve months we will need additional funds and we are seeking these additional funds via, private placements or loans from our sole officer and director or current shareholders or potentially an initial public offering. No arrangements for additional funds have been completed.
Software Development Plan
We have commenced the process of upgrading the existing software code and will need additional financing to complete these upgrades. We estimate the cost of this initial upgrade to be $50,000. We are pursuing additional funding in order to complete our upgrades. To date we have accomplished the following tasks with respect to the upgrade of our software. We have extensively tested the current software, we have analyzed and targeted areas in the original source code for upgrades, these areas include, the installation program, database, the program’s compiler, additionally, there is no uninstall program in our current version of the program so any data or files have to be deleted manually from the program. As an additional upgrade we would add in an uninstall program. We anticipate commencing these upgrades in March or April 2008 and are currently in the process of scheduling programming time with a qualified programmer.
3
Website Development Plan
The development of our website was initially completed during April of 2007. The Company briefly had their website operational, but the site did incur technical difficulties with respect to their software program being able to operate within in a web browser. The Company is currently and still working at rectifying these difficulties and anticipate having a temporary site posted in March 2008.
Our website address on the Internet at www.medi-flow.com
Website Hosting Plan
Our website will be hosted by Network Solutions and will be charging us approximately $15 per month to host our website. Over the next twelve months the cost of hosting our website will be $180
Marketing Plan
We plan to undertake the development of a logo and other art
and to develop a look and feel for our brochures and web site and
that we will incorporate into an advertising and marketing campaign. We anticipate that initial marketing expenses, including travel for the first year will be approximately $75,000. We anticipate that the marketing materials and campaign would be designed by an outside marketing consulting firm.
Accounting and Audit Plan
We intend to continue to have our outside consultant assist in the preparation of our quarterly and annual financial statements and have these financial statements reviewed or audited by our independent auditor. Our outside consultant charges us $1,000 to assist in the preparation of our quarterly financial statements and $2,500 to assist in the preparation of our annual financial statements. Our independent auditor charges us approximately $2,000 to review our quarterly financial statements and approximately $7,500 to audit our annual financial statements. In the next twelve months, we anticipate spending approximately $18,500 to pay for our accounting and audit requirements.
SEC Filing Plan
We have become a reporting company in 2007. Our SB-2 was declared effective on June 8, 2007. This means that we will file documents with the US Securities and Exchange Commission on a quarterly basis. We expect to incur filing costs of approximately $650 per quarter to support our quarterly and annual filings. In the next twelve months, we anticipate spending approximately $5,000 for legal costs to pay for three quarterly filings, one annual filing.
Currently, we do not have any financing arrangements in place and there is no assurance that we will be able to achieve sufficient financing required to proceed with our plan of operation. If we do not obtain the necessary financing, then our plan of operation will be scaled back according to the amount of funds available. Our inability to raise the necessary financing may restrict our ability to complete product development and market our product.
4
RESULTS OF OPERATIONSThird Quarter Summary
3 Months Ended December 31 |
|
| ||
|
|
|
| |
| 2007 | 2006 |
| |
Revenue | $Nil | $Nil |
| |
Expenses | (5,727) | (12,604) |
| |
Net Income (Loss) | $((5,727) | $(12,604) |
Revenues
We have not earned any revenue to date and we do not anticipate earning revenue until we have completed commercial development and upgrades of our Mediflow software program. We are presently in the development stage of our business and we can provide no assurance that we will be able to complete commercial development or successfully sell or license products incorporating our Mediflow software program, once development upgrades are complete.
Operating Costs and Expenses
Our expenses decreased by $6,879 during the three-month period ended December 31, 2007 over the same period ended December 31, 2006 This decrease is primarily the result of no further payments are due in acquiring our software program
In accordance with SEC Staff Accounting Bulletin Topics 1:B and 5:T, we are required to report all costs of conducting our business.. For the six months ended December 31, 2007, we recorded contributed executive services expenses of $.0 of services that were provided to us without charge.
Subject to our ability to obtain additional financing, of which there is no assurance, we expect that our product and business development activities will continue to increase over the course of the current fiscal year. As such, we expect that our operating expenses will also continue to increase at a significant rate.
We anticipate our operating expenses will increase as we undertake our plan of operations and continue to implement our business plan. The increase will be attributable to increased product and business development activities and the professional fees associated with complying with our reporting obligations under the Securities Exchange Act of 1934 (the “Exchange Act”).
5
LIQUIDITY AND CAPITAL RESOURCES
Working Capital |
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|
| ||
|
|
| |||
| At December 31, 2007 | At June 30, 2007 | |||
Current Assets | $549 | $8,026 | |||
Current Liabilities | 5,750 | $7,500 | |||
Working Capital (Deficit) | (5,201) | 526 | |||
Cash Flows | |||||
Three Months Ended December 31 | |||||
2007 2006 | |||||
Cash Flows from (used in) Operating Activities $(11,477) (22,604) | |||||
Cash Flows from (used in) Investing Activities -- -- | |||||
Cash Flows from (used in) Financing Activities $ 4,000 0 | |||||
Net Increase (decrease) in Cash During Period $(15,477) (22,604) | |||||
The decrease in our working capital deficit at December 31, 2007 as compared to our fiscal year ended June 30, 2007 is primarily a result of the fact that we had no sources of revenue and limited sources of financing during the period. As a result, we were required to use existing cash reserves in order to meet our obligations during the period. As of December 31, 2007, the date of our most recently available financial statements, we had cash on hand of $549. Since our inception, we have used sales of our common stock to raise money for our operations and for our acquisition. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation.
We anticipate spending approximately $355,000 over the next twelve months in pursuing our plan of operation. This amount is in excess of our current working capital reserves and we have not earned any revenues to date and do not anticipate earning revenues until we have completed commercial development of our product. Accordingly, we will require additional financing in order to fund our plan of operation. We anticipate that any additional financing will likely be in the form of equity financing as substantial debt financing will not be as available at this stage of our business.
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant off-balance sheet arrangements 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 that is material to our stockholders.
6
CRITICAL ACCOUNTING POLICIES
The financial statements presented with this Quarterly Report on Form 10-QSB have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information.
These financial statements do not include all information and footnote disclosures required for an annual set of financial statements prepared under United States generally accepted accounting principles. In the opinion of our management, all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows as at December 31, 2007 and for all periods presented in the attached financial statements, have been included. Interim results for the three-month period ended December 31, 2007 are not necessarily indicative of the results that may be expected for the fiscal year as a whole.
We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in the notes to the consolidated financial statements included with this Quarterly Report on Form 10-QSB.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Foreign Currency Translation
Transaction amounts denominated in foreign currencies are translated at exchange rates prevailing at transaction dates. Carrying values of monetary assets and liabilities are adjusted at each balance sheet date to reflect the exchange rate at that date. Non-monetary assets and liabilities are translated at the exchange rate on the original transaction date. Gains and losses from restatement of foreign currency monetary assets and liabilities are included in the statements of operations. Revenues and expenses are translated at the rates of exchange prevailing on the dates such items are recognized in the statement of operations.
Contributed Executive Services
Pursuant to SAB topic 1:B(1) and the last paragraph of SAB 5:T, we are required to report all costs of conducting our business. Accordingly, we record the fair value of contributed executive services provided to us at no cost as compensation expense, with a corresponding increase to additional paid-in capital, in the year which the services are provided.
7
RISK FACTORS
Need For Financing
We do not currently have the financial resources to complete our plan of operation for the next twelve months. We anticipate that we will require financing in the amount of $355,000 in order to fund our plan of operation over the next twelve months. We presently do not have any financing arrangements in place and there is no assurance that we will be able to obtain sufficient financing on terms acceptable to us or at all. If further financing is not available or obtainable, our ability to meet our financial obligations and pursue our plan of operation will be substantially limited and investors may lose a substantial portion or all of their investment.
Limited Operating History, Risks Of A New Business Venture
We were incorporated on April 14, 2004 and, prior to our acquisition of Mediflow, we had been involved primarily in organizational activities and in seeking business opportunities and products. We have not earned any revenues to date.
Potential investors should be aware of the difficulties normally encountered by a new enterprise and the high rate of failure of such enterprises. The potential for future success must be considered in light of the problems, expenses, difficulties complications and delays encountered in connection with the development of a business in the area in which we intend to operate and in connection with the formation and commencement of operations of a new business in general. These include, but are not limited to, unanticipated problems relating to research and development programs, marketing, approvals by government agencies, competition and additional costs and expenses that may exceed current estimates. There is no history upon which to base any assumption as to the likelihood that our business will prove successful, and there can be no assurance that we will generate any operating revenues or ever achieve profitable operations.
Our Business Operations, Assets and Personnel Are Located Outside The United States
Although we are incorporated in the United States, all of our current operating activities are conducted in, and all of our assets and personnel are located in, Canada. As such, investors in our securities may experience difficulty in enforcing judgments or liabilities against the Company or our personnel under United States securities laws.
8
Our corporate headquarters are located at 16 Midlake Boulevard, Suite 312 SE Calgary Alberta, Canada As we are a Nevada corporation, we are required to maintain a resident agent in the State of Nevada for the purpose of receiving service of process. Under Section 78.090 of the Nevada Revised Statutes, all legal process and any demand or notice authorized by law to be served upon the Company may be served upon our resident agent in Nevada. Our resident agent for this purpose is Nevada Agency and Trust 50 West Liberty Street, Suite 880 Reno Nevada 89501.
As a Nevada corporation, we are subject to the laws of the United States, including the federal securities laws of the United States, and to the jurisdiction of United States courts. As such, investors may bring proceedings against us, and enforce judgments obtained against us, in United States courts.
Generally, original actions to enforce liabilities under United States federal securities laws may not be brought in a Canadian court. Such actions must be brought in a court in the United States with applicable jurisdiction. Persons obtaining judgments against us in United States courts, including judgments obtained under United States federal securities laws, will then be required to bring an application in a Canadian court to enforce such judgments in Canada.
Competition Is Intense And We May Be Unable To Achieve Market Acceptance
The business environment in which we intend to operate is highly competitive. Currently, there exists a number of software products similar to ours and we expect to experience competition from a number of established companies involved in the software development industry. Certain of our potential competitors will have greater technical, financial, marketing, sales and other resources than us.
In addition, while the software development industry is a mature one, we are unable to provide assurances that our target customers and markets will accept our technologies or will purchase our products and services in sufficient quantities to achieve profitability. If a significant market fails to develop or develops more slowly than we anticipate, we may be unable to recover the losses incurred to develop products and we may be unable to meet our operational expenses. Acceptance of our products by companies and other organizations will depend upon a number of factors, including the cost competitiveness of our products, customer reluctance to try new products or services, or the emergence of more competitive or effective products.
Rapid Technological Changes Could Make Our Product Obsolete
The software development industry is characterized by rapid technological change and intense competition. New technologies, products and industry standards will develop at a rapid pace which could make our planned products obsolete. Our future success will depend upon our ability to develop and introduce product enhancements to address the needs of customers. Material delays in introducing product enhancements may cause customers to forego purchases of our product and purchase those of competitors.
9
Dependence On Key Personnel
Our success will largely depend on the performance of our directors and officers and our key consultants. Our success will also depend on our ability to attract and retain highly skilled technical, research, management, regulatory compliance, sales and marketing personnel. Competition for such personnel is intense. The loss of the services of such personnel or the inability to attract and retain other key personnel could impair the development of our business, operating results and financial condition.
ITEM 3. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures are, as of the date covered by this Quarterly Report, effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.
Changes in Internal Controls Over Financial Reporting
In connection with the evaluation of our internal controls during our last fiscal quarter, our principal executive officer and principal financial officer has determined that there have been no changes to our internal controls over financial reporting that has materially affected, or is reasonably likely to materially effect, our internal controls 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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.Other Events
The circumstances surrounding the name change from Quantum Ventures, Inc. to (QV) Quantum Ventures, Inc., while the company did not want to change their name, they were essentially forced to change their name through an error by the Company. The Company inadvertently missed filing their list of Officers and Directors with the state of Nevada and their charter was revoked. When the company applied for reinstatement as Quantum Ventures, Inc. the state of Nevada came back stating that they could no longer have that name, because someone else had taken that name. Henceforth, the company changed their name to ( QV) Quantum Ventures, Inc. Since the time of the name change the Company has contacted the state of Nevada on several occasions through its registered agent trying to get the old name back due to the fact the other company is an LLC. Even though the there are differences in the corporate status of the companies ( Inc. and LLC) the State did not recognize this as a difference. Shareholders approval was not required as this was a reinstatement.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit Number
Description of Exhibit
3.1 Certificate of Reinstatement
31.1
Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
REPORTS ON FORM 8-K
The Company filed Current Reports on Form 8-K during the fiscal quarter ended December 31, 2007, on November 29, 2007
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(QV) QUANTUM VENTURES, INC.
Date: February 14, 2007
By:/s/ Desmond Ross
Desmond Ross
Chief Executive Officer, Chief Financial Officer
President, Director (Principal Executive Officer
and Principal Accounting Officer)
