Far Vista Interactive 10Q 2009 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended June 30, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from __________ to ______________

000-18272

Commission File Number:

FAR VISTA INTERACTIVE CORP

(Exact name of registrant as specified in its charter)

Nevada	87-0467339
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

365 Simon Fraser Cres, Saskatoon, Saskatchewan	S7H 3T5
(Address of principal executive offices)	(Zip Code)

(306) 230-3288

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 [X] No [ ]
	Yes [X] No [ ]

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 [ ] No [ ]

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	[ ]	Accelerated filer	[ ]

Non-accelerated filer	[ ]	Smaller reporting company	[X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

20,617,468 Class A common shares outstanding as of July 31, 2009

(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)

FAR VISTA INTERACTIVE CORP.

TABLE OF CONTENTS

	Page
PART I
Item 1. Financial Statements	3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

Item 3. Quantitative and Qualitative Disclosures About Market Risk	9

Item 4T. Controls and Procedures	9

PART II

Item 1. Legal Proceedings	11

Item 1A. Risk Factors	11

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	11

Item 3. Defaults Upon Senior Securities	12

Item 4. Submission of Matters to a Vote of Security Holders	12

Item 5. Other Information	12

Item 6. Exhibits	13

Signatures	14

PART I

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the six month period ended June 30, 2009, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2009. For further information refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.


	Page

Unaudited Consolidated Financial Statements

Consolidated Balance Sheets	F-1

Unaudited Consolidated Statements of Operations and Comprehensive Loss	F-2

Unaudited Consolidated Statements of Cash Flows	F-3

Notes to Unaudited Consolidated Financial Statements	F-4 to F-7

FAR VISTA INTERACTIVE CORP. (A Development Stage Company) Consolidated Balance Sheets

	June 30, 2009			December 31, 2008
	(Unaudited)
Current Assets
Cash	$	43		$	36
GST receivable		27,868			23,810
Total Current Assets	$	27,911		$	23,846


LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued expenses	$	169,093		$	60,745
Accounts payable (related parties)		561,467			477,590
Shareholder loan		12,816			-
Loan payable (related parties)		465			-
Total Current Liabilities		743,841			538,335

Stockholders' Deficit
Class A Common Stock - authorized 100,000,000 shares of $0.001 par value; 19,867,468 issued and outstanding as at June 30, 2009 and December 31, 2008		19,868			19,868
Additional paid in capital		14,413			14,413
Common stock reserved for issuance – 750,000 shares and 0 shares at June 30, 2009 and December 31, 2008, respectively		75,000			-
Accumulated deficit		(858,870	)		(611,533	)
Accumulated other comprehensive income		33,659			62,763
Total Stockholders' Deficit		(715,930	)		(514,489	)
Total Liabilities and Stockholders' Deficit	$	27,911		$	23,846

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-1

FAR VISTA INTERACTIVE CORP. (A Development Stage Company) Unaudited Consolidated Statements of Operations and Comprehensive Loss For the three and six month periods ended June 30, 2009 and 2008 and for the period from February 21, 2008 (Date of Inception) to June 30, 2009
	For the three months ended June 30,						For the six months ended June 30,						February 21, 2008 (Date of Inception) to June 30, 2009
	2009			2008			2009			2008			February 21, 2008 (Date of Inception) to June 30, 2009
Revenues	$	-		$	-		$	-		$	-		$	-

Expenses
General and administrative		4,611			6,660			6,548			6,660			22,026
Professional fees		10,402			18,627			15,074			18,627			68,718
Public relations and marketing		175,000			-			175,000			-			175,000
Research and development		26,120			114,090			50,715			510,286			593,126
		216,133			139,377			247,337			535,573			858,870

Net (loss) for the period		(216,133			(139,377	)		(247,337	)		(535,573	)		(858,870	)

Net (Loss) per Common Share, basic and diluted	$	(0.01	)	$	(0.03	)	$	(0.01	)	$	(0.10	)

Weighted Average Number of Common Shares Used in calculation		19,867,468			5,350,626			19,867,468			5,350,626

Comprehensive loss
Net loss	$	(216,133	)	$	(139,377	)		(247,337	)	$	(535,573	)	$	(858,870	)
Foreign currency translation adjustment		(38,317	)		(6,489	)		(29,104	)		1,761			33,659
Comprehensive loss	$	(254,450	)	$	(145,866	)		(276,441	)	$	(533,812	)	$	(825,211	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-2

FAR VISTA INTERACTIVE CORP. (A Development Stage Company) Unaudited Consolidated Statements of Cash Flows For the six month period ended June 30, 2009 and 2008 and for the period from February 21, 2008 (Date of Inception) to June 30, 2009
		For the six months ended June 30,			February 21, 2008 (Date of Inception) to June 30, 2009
		2009		2008	February 21, 2008 (Date of Inception) to June 30, 2009

Cash From Operating Activities:
Net (loss)	$	(247,337)	$	(535,573)	$	(858,870)
Changes in operating assets and liabilities
Stock issued for investor relationship and marketing		75,000		-		75,000
Amounts receivable		(2,536)		(25,690)		(29,656)
Accounts payable and accrued expenses		108,348		25,551		169,093
Net Cash Flows Used In Operating Activities		(66,525)		(535,712)		(644,433)

Cash From Financing Activities:
Due to related party		53,250		533,950		597,237
Loan proceeds from related party		465		-		465
Loan proceeds from shareholders		12,816		-		12,816
Proceeds from sale of common stock		-		1		34,281
Net Cash Flows Provided By Financing Activities		66,531		533,951		644,799

Foreign currency translation adjustment		1		1,761		(323)

Net change in cash and cash equivalents		7		-		43
Cash at beginning of period		36		-		-
Cash at end of period	$	43	$	-	$	43

Supplemental disclosure of cash flow information:
Interest paid	$	-	$	-	$	-
Income taxes paid (refund)	$	-	$	-	$	-

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-3

FAR VISTA INTERACTIVE CORP.

Notes to the Unaudited Consolidated Financial Statements

For the six month period ended June 30, 2009

Note 1— Nature and Continuance of Operations

Organization

On April 1, 2008, China Titanium & Chemical Corp. (“the Company”) entered into a Share Exchange Agreement (the “Exchange Agreement”) among Far Vista Holdings Inc., a private Saskatchewan corporation (“Far Vista”), a wholly owned subsidiary of 1010423651 Saskatchewan Ltd., formed for the purpose of completing the acquisition of Far Vista on February 21, 2008, and the stockholders of Far Vista (the “Far Vista Stockholders”). Under the terms of the Exchange Agreement the Company agreed to acquire all of the issued and outstanding shares of Far Vista resulting in Far Vista, being a direct, wholly-owned subsidiary of China Titanium. Upon the subsidiary acquisition of Far Vista by China Titanium, the Company agreed to issue to the shareholders of Far Vista an aggregate of 10,416,600 shares of the common stock of China Titanium. Closing of the Exchange Agreement occurred on May 14, 2008 (the “Closing Date”). Refer to Note 5 – Business Combination for additional details.

In connection with the closing of the acquisition of Far Vista, the Company completed a private placement of 3,000,000 Units at a price of $0.10 per unit pursuant to Regulation S of the Securities Act of 1933. Each Unit consisted of one share of common stock and one share purchase warrant to acquire a further share of common stock at $0.20 per share for a period of one year from the date of issue. The warrants expired unexercised subsequent to the fiscal year ended December 31, 2008. Funds from the placement were used to retire existing Company debt.

Following the completion of the acquisition of Far Vista, the Company is now engaged in the business of the development, distribution, marketing and sale of video game software products and online video games.

On September 16, 2008, the Company changed its name to Far Vista Interactive Corp.

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At June 30, 2009, the Company had not yet achieved profitable operations, has accumulated losses of $858,870 since inception, has a working capital deficiency of $715,930 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances; however there is no assurance of additional funding being available.

The interim financial statements present the balance sheet, statement of operations, statement of stockholder’s deficiency and cash flows of Far Vista Interactive Corp. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States.

The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of June 30, 2009, and the results of operations, and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.

The consolidated financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below.

F-4

FAR VISTA INTERACTIVE CORP.

Notes to the Unaudited Consolidated Financial Statements

For the six month period ended June 30, 2009 (continued)

Note 2 — Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiary, Far Vista Holdings Inc. All inter-company transactions have been eliminated.

Development Stage Company

The Company is a development stage company as defined in the Statements of Financial Accounting Standards No. 7. The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. All losses accumulated since inception has been considered as part of the Company’s development stage activities.

Foreign Currency Translation

The functional currency of the Company is the US Dollar. The functional currency of Far Vista is the Canadian Dollar. Accordingly, assets and liabilities of Far Vista are translated into US dollars at the exchange rate in effect at the balance sheet date and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included in the accumulated other comprehensive gain (loss) account in Stockholders’ Equity. Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in the Statement of Operations.

Basic Loss Per Share

The Company reports basic loss per share in accordance with the SFAS No. 128, “Earnings Per Share”. Basic loss per share is computed using the weighted average number of shares outstanding during the period. Fully diluted earnings per share are not presented because they are anti-dilutive. At the end of the period presented, the Company had no other common stock equivalents.

Research and Development Costs

Research and development costs are expensed in the year in which they are incurred.

Recently Issued Accounting Pronouncements

On January 12, 2009 the FASB issued a final Staff Position ("FSP") amending the impairment guidance in EITF Issue No. 99-20, Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets to achieve more consistent determination of whether another-than-temporary impairment has occurred. This FSP does not have an impact on the Company at the present time.

On April 1, 2009 the FASB issued FSP FAS 141(R)-1 that amends and clarifies FASB No. 141 (revised 2007), Business Combinations, to address application issues on initial recognition and measurement, subsequent measurement and accounting, and disclosures of assets and liabilities arising from contingencies in a business combination.

F-5

FAR VISTA INTERACTIVE CORP.

Notes to the Unaudited Consolidated Financial Statements

For the six month period ended June 30, 2009 (continued)

Note 2 — Summary of Significant Accounting Policies (Continued)

Recently Issued Accounting Pronouncements (continued)

On April 9, 2009 the FASB issued three FSPs intended to provide additional application guidance and enhance disclosures regarding fair value measurements and impairments of securities. FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, provides guidelines for making fair value measurements more consistent with the principles presented in FASB Statement No. 157, Fair Value Measurements. FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments, enhances consistency in financial reporting by increasing the frequency of fair value disclosures. FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments, provides additional guidance designed to create greater clarity and consistency in accounting for and presenting impairment losses on securities. These FSPs do not have an impact on the Company at the present time.

On May 28, 2009 the FASB announced the issuance of SFAS 165, Subsequent Events. SFAS 165 should not result in significant changes in the subsequent events that an entity reports. Rather, SFAS 165 introduces the concept of financial statements being available to be issued. Financial statements are considered available to be issued when they are complete in a form and format that complies with generally accepted accounting principles (GAAP) and all approvals necessary for issuance have been obtained.

On June 12, 2009 the FASB issued two statements that amended the guidance for off-balance-sheet accounting of financial instruments: SFAS No. 166, Accounting for Transfers of Financial Assets, and SFAS No. 167, Amendments to FASB Interpretation No. 46(R).

SFAS No. 166 revises SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, and will require entities to provide more information about sales of securitized financial assets and similar transactions, particularly if the seller retains some risk to the assets, the FASB said. The statement eliminates the concept of a qualifying special-purpose entity, changes the requirements for the derecognition of financial assets, and calls upon sellers of the assets to make additional disclosures about them.

SFAS No. 167 amends FASB Interpretation (FIN) No. 46(R), Consolidation of Variable Interest Entities, by altering how a company determines when an entity that is insufficiently capitalized or not controlled through voting should be consolidated, the FASB said. A company has to determine whether it should provide consolidated reporting of an entity based upon the entity's purpose and design and the parent company's ability to direct the entity's actions.

The standards will be effective at the start of the first fiscal year beginning after November 15, 2009, which will mean January 2010 for companies that are on calendar years. The guidance will have to be applied for first-quarter filings.

The FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, on June 29, 2009 and, in doing so, authorized the Codification as the sole source for authoritative U.S. GAAP. SFAS No. 168 will be effective for financial statements issued for reporting periods that end after September 15, 2009. Once it's effective, it will supersede all accounting standards in U.S. GAAP, aside from those issued by the SEC. SFAS No. 168 replaces SFAS No. 162 to establish a new hierarchy of GAAP sources for non-governmental entities under the FASB Accounting Standards Codification.

None of the above new pronouncements has current application to the Company, but may be applicable to the Company's future financial reporting.

Note 3 — Amounts Receivable

Amounts receivable of $27,868 consists of refundable tax credits for the Goods and Services Tax (“GST”) paid on purchases with respect to the operations of Far Vista in Canada. Far Vista files annual returns with respect to the GST transactions.

F-6

FAR VISTA INTERACTIVE CORP.

Notes to the Unaudited Consolidated Financial Statements

For the six month period ended June 30, 2009 (continued)

Note 4 — Related Party Transactions

On February 22, 2008, Far Vista and 10142361 Saskatchewan Ltd. (dba “Far Vista Studios”) entered into a Licensing Agreement for Far Vista to obtain the world wide right and license to use of the Trademarks and the System in connection with the operation of “Run The Gauntlet”, a leading edge, multi-player First Person Shooter video combat game, in accordance with the terms of the Licensing Agreement (the “Agreement”). Far Vista Studios is 100% owned by Richard Buckley, an officer and director of the Company and the sole officer and director of Far Vista. Under the terms of the Agreement, Far Vista agreed to reimburse Far Vista Studios for certain research and development costs associated with the development of “Run the Gauntlet” TM .

During the six month period ended June 30, 2009, the Company has received invoices for reimbursement from Far Vista Studios totaling $53,250. Included in this related party payable, a total of $49,768 was invoiced by officers and directors of Far Vista for services provided to Far Vista Studios. As at June 30, 2009, the balance sheet reflects the accounts payable to related parties of $561,467.

On February 26, 2009, the Company received USD $465 ($600 CAD) from a company controlled by a shareholder of Far Vista Interactive Corp. The proceeds were for general working capital. As at June 30, 2009, the balance sheet reflects the loan payable to related parties of $465. The loan in non-interest bearing with no specific terms of repayment.

Note 5 — Commitments and Contingencies

On May 27, 2009, the Company entered into an agreement (“Nassau Agreement”) with Nassau International Consultants, Inc (“Nassau”) to provide the Company with public and financial communications services and serve as required as the Company liaison and spokesperson. In consideration for the services rendered by Nassau, the Company agreed to compensate Nassau through the issuance of seven hundred and fifty thousand (750,000) shares of common stock and one hundred thousand dollars ($100,000) cash. The duration of the Nassau Agreement is six (6) weeks, and the Company has an option to extend the agreement for a negotiable fee.

An amount of $175,000 was expensed during the quarter ending June 30, 2009 as to $75,000 with respect to the issuance of 750,000 shares at $0.10 per share and $100,000 in cash. No payments or share issuances for the Nassau Agreement were undertaken in the quarter ending June 30, 2009.

Note 6 — Subsequent Events

Subsequent to the period covered by this report, on July 14, 2009, the 750,000 shares required to be issued under the Nassau Agreement were issued. Furthermore, an initial amount of $9,000 was paid towards the $100,000 amount payable.

F-7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this and previous filings.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

All dollar amounts stated herein are in US dollars unless otherwise indicated.

The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements for the years ended December 31, 2008, and 2007, together with notes thereto. As used in this quarterly report, the terms "we", "us", "our", and the "Company" mean FAR VISTA INTERACTIVE CORP., unless the context clearly requires otherwise.

Business Development

We were incorporated in the State of Nevada on January 14, 1988, under the name “Arrow Management, Inc.”. On October 21, 1999, a Certificate of Amendment to the Articles of Incorporation was filed with the State of Nevada changing our name from “Arrow Management, Inc.” to “W-Waves USA, Inc.” On August 31, 2004, a Certificate of Amendment to the Articles of Incorporation was filed with the State of Nevada changing our name from “W-Waves USA, Inc.” to “China Titanium & Chemical Corp.” Prior to the acquisition of Far Vista, we had no business operations and were a public shell with nominal assets. On the closing of the agreement with Far Vista we undertook the business of Far Vista consisting of the development, distribution, marketing and sale of video game software and online video games. On September 16, 2008, a Certificate of Amendment to the Articles of Incorporation was filed with the State of Nevada changing our name from “China Titanium & Chemical Corp.” to Far Vista Interactive Corp.

The Company has one (1) wholly-owned subsidiary, Far Vista Holdings Inc. All of the current activities of the Company are currently undertaken by its subsidiary.

Business of Issuer

Current Operations

Prior to being acquired, Far Vista Holdings was a private corporation incorporated pursuant to the laws of the Province of Saskatchewan on February 21, 2008. On February 22, 2008, Far Vista Holdings and 10142361 Saskatchewan Ltd. (dba Far Vista Studios) entered into a Licensing Agreement for Far Vista Holdings to obtain the worldwide right and license to use of the Trademarks and the System in connection with the operation of “Run The Gauntlet” in accordance with the terms of the Licensing Agreement. Since the inception of Far Vista Holdings, its business objective has been the development, distribution, marketing and sale of video game software and the in-house development of online active video games. Far Vista Holdings develops online active video games for the PC, Microsoft Xbox 360, Sony PlayStation consoles, and online game community making video games more appealing to First Person Shooter (“FPS”) types of gamers and non-gamers alike.

Description of Video Game Software Product - “Run The Gauntlet” (the “Gauntlet”)

The Gauntlet is believed to be a leading-edge, multi-player FPS combat game. The game can be set in multiple universes, from the age of the Knights to well into the future on distant planets, and contested by people located throughout the world using their PC computers and internet connections. The players must run the gauntlet, facing dangers from, and causing danger to, each of the other players in the game as well as built in game hazards. Players purchase game play tokens via an online billing system working with Far Vista Studios. Players then exchange tokens for entrance into one of the numerous online “Run the Gauntlet” games areas. Within the game, players attempt to gather tokens through exploration, combat, and longevity while playing against other real people. In some game versions, the players must choose when to attempt to exit the game with their tokens or risk the chance of losing them all if they are killed. Players who successfully exit the game with their tokens can convert their tokens back into real money. Another version of the game will be based on a predetermined time duration, where a player need only survive until the game’s time has expired to keep the money they have collected during the game.

A typical game might contain 100 player creation locations (where players enter the game), five (5) exit portals, and numerous non-real player characters. There are many possible game scenarios. Once game scenario is at the start of the game, a known percentage (75%) of all entrance fees is distributed as treasure throughout the game area. A player can choose to gather enough treasure to return their entrance fee, plus a modest return on investment and then make a run for one of the exits. Alternatively, the player could choose to go for the gold and stay in the game for as long as possible, hoping to be the last player standing and exiting. Another player may decide to try and camp near one of the exits, letting other players gather the treasure, in the expectation they can defeat them in combat as they attempt to leave the game. However, in this scenario, only those players who successfully exit with their tokens can reap real-world rewards, as players left standing within the arena at the end of the game get nothing. Depending on the entrance or buy-in fee, a player could win as much as US$100 to US$100,000, or more, during the course of a single game. Far Vista Holdings also has a “non-money” version of the game which allows gamers to practice and eliminate the risk of the “learning curve” as they become more familiar with the game.

At this time, the English version will be the original version produced in the first fifteen (15) months followed in the next five (5) to fifteen (15) months by several other languages including Mandarin, Korean, Japanese, French and German.

Distribution Methods and Marketing Strategy

Far Vista’s overall strategy is to finalize development of and market its FPS game known as the “Run The Gauntlet”. Far Vista intends to continue with development of multi-player internet, online games which are competitive and where the opportunity to win money is a primary motivator. Far Vista intends to leverage its intellectual properties, using core technologies that can be used to develop specific applications for almost all current video games that do not require source code interfaces, to design products that have defensible technologies and short time-to-market development cycles. In addition, Far Vista intends to create a dedicated online game community that is avatar-based and that offers social networking features to target monthly internet gamers worldwide.

Online gaming is the most popular net application after e-mail for China’s 65 million citizens. Throughout the world, gaming leagues and companies are organizing competitions where cash prizes are now worth more than US$100,000. Competitions are now televised live and covered by major publications and newspapers such at MTV, CNN, ESPN, USA Network, ABC World News Today, FOX, WB and other media companies looking for a unique advantage. All Far Vista games are intended to be competitively priced for the consumer market. Currently there are at least 20 different FPS video games on the market, crossing all of the various video game platforms, including Xbox360, PS2, PS3, Nintendo and PC’s. The number of consoles for PS2, according to Sony, is more than 110,000,000, while Microsoft’s Xbox 360 is nearing 10,000,000 units.

Far Vista will rely upon multiple sales channels including:

	1.	Selling directly to consumers via online sales and television infomercials.
	2.	Developing strategic alliances with other businesses with mutual business interest (OEM)
	3.	Launching products into retail by selling directly to retailers and distributors with relationships with Far Vista target retailers.

The following demographics will reflect the demographics of the people tracked by Computer Gaming World Magazine’s 2005 Survey.

Player:		85% are male

Age:		Broad appeal – 21 to 60 years
		Specific appeal – 30 to 50 years
		Mean age – 33 years

Income:		US$70,500 per year

Buying Habits:		Spend US$73 to US$85 per game on video game purchases
		Buy approximately 2.5 games every two months
		Own up to 57 games of all types

Playing:		Spend 14 to 20 hours a week playing games
		Play PC online games at least 8 times per week for 15 plus hours
		More than 75% of these people will own multiple consoles

Far Vista's initial target marketing efforts will be focused on three areas. The target markets can be broken into defining categories including the primary and secondary markets for the Gauntlet. The gamers are referred to as “Core Gamers”, “Players”, and “Casual Gamers” with the “Core” group representing approximately 53% of US$4.7 billion of all online and console game sales. Primary 1 target market represents the “Core” while the Primary 3 target market represents those people in the “Players” and ‘Casual” definitions.

Primary 1 – FPS Gamers

Far Vista’s primary market will be to those gamers who are already hooked on and enjoying the FPS types of games. This is the most popular style of game for the hard-core gamers. There are approximately 35 to 40 million gamers playing FPS on legal and original copies of these games across all the various game platforms. This group is expected to contribute the largest percentage of players who, when given the change to be rewarded for their ability, will drive sales.

Based on the numbers of players in this category alone, it is not unreasonable to expect the sale of at least 500,000 units for the PC as well as 500,000 units for the Xbox 360.

Primary 2 – Traditional Gamblers

The second primary target is the Traditional Gambler. Far Vista intends to market and appeal to their sense of adventure in beating the odds and the desire to win big. With gambling popular in all countries, this market segment is at least as large as the FPS segment, if not larger by 100 times. However, the appeal of a FPS to “win” money may require more time to take a foothold.

Primary 3 – Adrenaline Junkies

The third primary target market in the segment composed of “Adrenalin Junkies”. These gamers are playing other extreme action sports and action games. Adrenalin junkie gamers are always pushing the limits of the game and looking for more and more excitement and “leading edge” involvement. These types of gamers live vicariously through their online heroics and accomplishments.

Test Markets

The Gauntlet has been tested in Canada, the United States, Germany, Singapore and China. As the game nears completion, it is crucial it be tested in its “beta” form, that includes its’ user account and payment systems, in several other countries and locations. The Beta centers include the following locations, available through Bruce Hoggard, our Executive Vice-President of International Development, Corporate Relations and Business Systems.

With the importance of Asia, and, particularly China, the first test center outside of Canada will be located in Shanghai, China. The process will be handled and overseen by Cansino, a local marketing company with contacts throughout China, Europe and North America. Shanda, the third largest game company in China, will continue to be the test center for the beta form of the game. In this form we will test the integration of the Gauntlet payment system with Shanda’s user account system.

In Japan, the Japan Marketing Association will head up and operate the testing process.

In China, there will be two organizations involved in the testing process. The first is Alcom Asia. Alcom Asia will assist in the testing and collecting of feedback. The second organization is the Polytechnic University of Hong Kong. With the Polytechnic University of Hong Kong, Far Vista will have access to many male students who fit the gamer profile and can provide valuable comments and suggestions as the game is developed and tested.

Far Vista recognizes Indonesia as being the fourth largest population in the world and a potential market for the Gauntlet. Located in Jakarta and Singapore, MarkPlus Institute of Marketing will have the responsibility of testing the game during the development period.

The European beta test center will be located in Germany and be operated by m&p Public Relations GmbH. The company will assist Far Vista in obtaining European reaction to the game, provide comments and recommendations on how to improve and hype-up the initial prototypes.

The Korean beta test center is yet to be confirmed. Far Vista intends to have the test center established prior to month three (3) in the final development process.

Far Vista plans on establishing beta test centers in Canada, the United States, England, India, Thailand and several other countries included in our Executive Vice-President of International Development’s network of business contacts.

With the global ability to test and play the game in its final development, there is also the benefit of being able to test the web connections and portals by having various geographic testing centers play against each other.

Final Launch Development

The Gauntlet is expected to be launched first in North America during the fall of 2009, and thereafter, in China.

Far Vista is presently in negotiations with Shanda to distribute the Gauntlet in China after being reviewed and recommended by several lower level management of Shanda. Shanda currently has approximately 54 million online user accounts. Should the execution of a distribution agreement occur between the parties, Far Vista and Shanda would require approximately four (4) months of database integration to allow Gauntlet to properly communicate with Shanda’s user account system. The integration will be undertaken by five (5) computer data base programmers. Modification to the game art assets requested by Shanda will also be completed over this time period.

Far Vista Studios is currently in the development and testing stage of its North American web based distribution, sales and user account system.

Far Vista’s initial marketing efforts will be focused on four areas:

	(a)	Clearly defining the company/video game software product message to create reseller and end user awareness and demand for the Gauntlet.

	(b)	Developing a video game software product strategy that appeals to both major retailers and consumers, including: (i) delivery of the Gauntlet that commands prominent retail shelf space; (ii) create attractive, eye catching retail packaging; and (iii) achieve consumer price points (comparably priced to other video games).

	(c)	Establishing the "Far Vista" brand as a pioneer and leader in the category.

	(d)	Creating an active experience for casual and avid gamers alike with a dedicated online game community

Liquidity and Capital Resources

Summary of Working Capital and Stockholders' Equity

As of June 30, 2009, the Company had negative working capital of $715,930 compared with negative working capital of $514,489 as of December 31, 2008. The Company’s negative working capital has increased as a result of continuing on research and development expenditures, as well as a result of costs associated with a public relations and marketing agreement undertaken in the reporting period.

Liquidity

As of June 30, 2009, we do not have any cash. Loans from shareholders and related parties and sales of equity are currently our only source of liquidity. The ability of our Company to meet our financial liabilities and commitments is primarily dependent upon continuing loans and the continued issuance of equity to new shareholders, and our ability to achieve and maintain profitable operations. Management believes that our Company's cash and cash equivalents and cash flows from operating activities will not be sufficient to meet our working capital requirements for the next twelve month period. We project that we will require an estimated additional $7,565,000 over the next twelve month period to fund our operating cash shortfall. Our company plans to raise the capital required to satisfy our immediate short-term needs and additional capital required to meet our estimated funding requirements for the next twelve months primarily through the private placement of our equity securities. There are no assurances that we will be able to obtain funds required for our continued operation. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further long-term financing, successful and sufficient market acceptance of our video game software products and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Sources of Working Capital

During the three and six months ended June 30, 2009 the Company's primary sources of working capital have come from related party loans. The Company does not currently have any funds with which to progress its business plan and has been operating with funds provided by a company of which the beneficial owner is a shareholder of the Company.

Results of Operations

Revenues:

The Company did not generate any revenues in the three and six months ended June 30, 2009 and 2008, respectively, and does not expect to generate any revenue until the Company can raise additional capital to launch Run the Gauntlet.

Research and Development Expense:

During the three and six months ended June 30, 2009, we spent a total of $26,120 and $50,715 on research and development as compared to the three and six months ended June 30, 2008 where we expended a total of $396,570 and $510,286, respectively, on research and development activities.

General and Administrative Expenses:

General and administrative expenses for the three months ended June 30, 2009 were $4,611 as compared to nil for the three months ended June 30, 2008.

Professional expenses:

Professional expenses increased by $10,402, from nil for the three months ended June 30, 2008 to $10,402 for the three months ended June 30, 2009.

The increase in general and administrative expenses and professional expenses was primarily due to the maintenance of the corporate entity and maintaining compliance with the Securities Exchange Act of 1934, as amended.

Public relations and marketing expenses:

Public relations and marketing expenses for the three months ended June 30, 2009 were $175,000 as compared to nil for the three months ended June 30, 2008. This increase was due to the obligation to issue 750,000 shares of common stock under an agreement to provide public relations and marketing services, entered into during the reporting period.

Off- Balance Sheet Arrangements

The Company presently does not have any off-balance sheet arrangements.

Contractual Obligations

Under the Nassau Agreement, the provision of services is to commence upon the issuance of shares, which occurred on July 14, 2009, therefore the six week service provision period started at that point in time, therefore negotiations on possible extensions to the Nassau Agreement have not occurred as of the date of this report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, under supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2009, because of the material weakness in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective.

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

Management’s Report On Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2009. In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its assessment, management concluded that, as of June 30, 2009, the Company’s internal control over financial reporting was not effective and that material weaknesses in ICFR existed as more fully described below.

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of June 30, 2009:

1. Lack of an independent audit committee or audit committee financial expert, and no independent directors. We do not have any members of the Board who are independent directors and we do not have an audit committee. These factors may be counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management;

2. Inadequate staffing and supervision within our bookkeeping operations. We have one consultant involved in bookkeeping functions, who provides two staff members. The relatively small number of people who are responsible for bookkeeping functions and the fact that they are from the same firm of consultants prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews which may result in a failure to detect errors in spreadsheets, calculations or assumptions used to compile the financial statements and related disclosures as filed with the SEC;

3. Outsourcing of the accounting operations of our Company. Because there are no employees in our administration, we have outsourced all of our accounting functions to an independent firm. The employees of this firm are managed by supervisors within the firm and are not answerable to the Company’s management. This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and the accounting practices applied by the firm;

4. Insufficient installation of information technology to assist in our accounting functions. Because of a lack of working capital and personnel, we do not have any information technology software and hardware to assist in providing effective controls;

5. Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;

6. Ineffective controls over period end financial disclosure and reporting processes.

Changes in Internal Control Over Financial Reporting

As of June 30, 2009, management assessed the effectiveness of our internal control over financial reporting and based on that evaluation, they concluded that during the year ended December 31, 2008 and to date, the internal controls and procedures were not effective due to deficiencies that existed in the design or operation of our internal controls over financial reporting. However, management believes these weaknesses did not have an effect on our financial results. During the course of their evaluation, we did not discover any fraud involving management or any other personnel who play a significant role in our disclosure controls and procedures or internal controls over financial reporting.

Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until, if ever, we acquire sufficient financing and staff to do so. We will implement further controls as circumstances, cash flow, and working capital permit. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the period ended June 30, 2009, fairly presents our financial position, results of operations and cash flows for the years covered thereby in all material respects.

Management believes that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our small size. Management believes these weaknesses did not have an effect on our financial results.

We are committed to improving our financial organization. As part of this commitment, we will, as soon as funds are available to the Company (1) appoint outside directors to our board of directors sufficient to form an audit committee who will undertake the oversight in the establishment and monitoring or required internal controls and procedures; (2) create a position to segregate duties consistent with control objectives and to increase our personnel resources. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements as necessary and as funds allow.

This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this quarterly report.

There were no changes in our internal control over financial reporting during the quarter ended fiscal June 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings and is not aware of any pending legal proceedings as of the date of this Form 10-Q.

ITEM 1A. RISK FACTORS

Not Applicable

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not Applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable

ITEM 5. OTHER INFORMATION

An amount of $175,000 was expensed in the quarter ending June 30, 2009 to reflect the $75,000 with respect to the issuance of 750,000 shares at $0.10 per share and $100,000 in cash. No payments or share issuances for the Nassau Agreement were undertaken in the quarter ending June 30, 2009.

Subsequent to the period covered by this report, on July 14, 2009, the 750,000 shares required to be issued under the Nassau Agreement were issued. Subsequent to June 30, 2009, a payment of $9,000 was made against the $100,000 cash requirement.

ITEM 6. EXHIBITS

REGULATION S-K NUMBER	EXHIBIT	REFERENCE
3.1	Amendment to Articles of Incorporation	Incorporated by reference to the Exhibits attached to the Company's Form 10-KSB filed with the SEC on March 31, 2008
3.1(i)	Amendment to the Articles of Incorporation	Incorporated by reference to the Exhibits attached to the Company’s Schedule 14C filed with the SEC on August 26, 2008
3.2	Amended Bylaws	Incorporated by reference to the Exhibits attached to the Company's Form 10-KSB filed with the SEC on March 31, 2008
4.1	Form of Warrant Certificate for Private Placement to Non-US Investors closed April 2, 2008	Incorporated by reference to the Exhibits attached to the Company's Form 8-K filed with the SEC on April 8, 2008
10.1	Share Exchange Agreement dated April 1, 2008, between the Shareholders of Far Vista Holdings Inc., a Canadian corporation and the Company	Incorporated by reference to the Exhibits attached to the Company's Form 8-K filed with the SEC on April 8, 2008
10.2	Form of Subscription Agreement for Private Placement to Non-US Investors closed on April 2, 2008	Incorporated by reference to the Exhibits attached to the Company's Form 8-K filed with the SEC on April 8, 2008
10.3	Letter of Agreement between Far Vista Interactive and Playnet, Inc. executed on October 29, 2008.	Incorporated by reference to the Exhibits attached to the Company’s Form 10-Q filed with the SEC on November 19, 2008.
10.4	Investor Relations and Marketing Services Agreement between Far Vista Interactive Corp. and Nassau International Consultants, Inc., executed on May 28, 2009.	Filed herewith
31.1	Section 302 Certification- Principal Executive Officer	Filed herewith
31.2	Section 302 Certification- Principal Financial Officer	Filed herewith
32.1	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.2	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 14th day of August, 2009

FAR VISTA INTERACTIVE CORP.


/s/Richard Buckley			/s/ Bruce Hoggard
Name: Richard Buckley			Name: Bruce Hoggard
Title: President, Principal Executive Officer			Title:Secretary, Treasurer, Principal Financial Officer

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Far Vista Interactive (CTPJA) Inactive 10-Q2009 Q2 Quarterly report

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