Attached files
file | filename |
---|---|
8-K - CURRENT REPORT - Bespoke Extracts, Inc. | fqve_8k.htm |
EX-99.1 - AUDITED FINANCIAL STATEMENTS OF DIMI TELEMATICS, INC. - Bespoke Extracts, Inc. | fqve_ex99z1.htm |
EX-10.2 - SHARE EXCHANGE AGREEMENT - Bespoke Extracts, Inc. | fqve_ex10z2.htm |
EX-10.1 - ASSET PURCHASE AGREEMENT - Bespoke Extracts, Inc. | fqve_ex10z1.htm |
EXHIBIT 99.2
UNAUDITED PRO FORMA BALANCE SHEET AS OF JUNE 30, 2011 AND UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS THROUGH AUGUST 31, 2011
First Quantum Ventures, Inc
A Development Stage Company
Unaudited Pro Forma Combined Financial Information
August 31, 2011
The Company will account for the acquisition under the purchase method of accounting for business combinations. Under the purchase method of accounting in a business combination effected through an exchange of equity interest, the entity that issues the equity interest is generally the acquiring entity. In some business combinations (commonly referred to as reverse acquisitions), however, the acquired entity issues the equity interest. Accounting for business combinations requires consideration of the facts and circumstances surrounding a business combination that generally involves the relative ownership and control of the entity by each of the parties subsequent to the acquisition. Based on a review of these factors, the acquisition will be accounted for as a reverse acquisition, i.e. the Company will be considered the acquired company and DiMi will be considered the acquiring company. As a result, the Companys assets and liabilities will be incorporated into DiMis balance sheet based on the fair value of the net assets acquired. Further, the Companys operating results will not include the Companys results prior to the date of closing. The Companys fiscal year end will change to DiMis fiscal year end of August 31 following the closing.
The following unaudited pro forma condensed balance sheet as of June 30, 2011 and the unaudited pro forma condensed statement of operations for the fiscal year ended June 30, 2011 for First Quantum Ventures, Inc. (hereafter referred to as the Company) and for the period ended August 31, 2011 for DiMi Telematics, Inc. (hereafter referred to as DiMi) was prepared as if the acquisition was effective as of July 1, 2010, after giving effect to the pro forma adjustments.
The unaudited pro forma condensed financial statements, as described above, should be read in conjunction with the audited historical financial statements and notes thereto included herein for the fiscal year ended June 30, 2011 for the Company and the audited financial statements and notes for the period ended August 31, 2011 for DiMi also included herein.
The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the future financial position or future results of operations of the combined enterprise after the acquisition of DiMi by the Company, or of the financial position or results of operations of the combined enterprise that would have actually occurred had the acquisition been effected as of the dates described above. As a result of the transaction, the Company owns 100% equity interest in DiMi.
1
First Quantum Ventures, Inc.
(A Development Stage Company)
Condensed Pro Forma Balance Sheet
as of June 30, 2011 (Unaudited)
|
|
|
|
|
|
|
| Pro Forma Adjustments |
|
|
|
|
| Pro Forma Balance Sheet |
| |||||
Assets |
| DiMi |
|
| FQVE |
|
|
|
| Notes |
|
| ||||||||
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash |
| $ | 117,382 |
|
| $ | 831 |
|
|
|
|
|
|
|
| $ | 118,213 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Total current assets |
|
| 117,382 |
|
|
| 831 |
|
|
| - |
|
|
|
|
|
| 118,213 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Intellectual property, net |
|
| 1,971 |
|
|
| - |
|
|
| (131 | ) |
|
| c |
|
| 1,840.00 |
| |
Total assets |
| $ | 119,353 |
|
| $ | 831 |
|
| $ | (131 | ) |
|
|
|
|
| $ | 120,053 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
| $ | 29,249 |
|
| $ | 7,344 |
|
|
|
|
|
|
|
|
|
|
| 36,593 |
|
Total Current Liabilities |
|
| 29,249 |
|
|
| 7,344 |
|
|
| - |
|
|
|
|
|
|
| 36,593 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long term Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term line of credit payable |
|
|
|
|
|
| 49,500 |
|
|
|
|
|
|
|
|
|
|
| 49,500 |
|
Total long term liabilities |
|
| - |
|
|
| 49,500 |
|
|
| - |
|
|
|
|
|
|
| 49,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
| 29,249 |
|
|
| 56,844 |
|
|
| - |
|
|
|
|
|
|
| 86,093 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $.001 par value: 500,000,000 authorized; |
|
| 14,350 |
|
|
| 29,429 |
|
|
| (14,350 | ) |
|
| b |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| 87,450 |
|
|
| a |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (15,000 | ) |
|
| d |
|
| 101,879 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Additional paid in capital |
|
| 299,840 |
|
|
| 295,487 |
|
|
| (366,579 | ) |
|
| b |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (87,450 | ) |
|
| a |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| 15,000 |
|
|
| d |
|
| 156,298 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Accumulated deficit |
|
| (224,086 | ) |
|
| (380,929 | ) |
|
| 380,929 |
|
|
| b |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (131 | ) |
|
| c |
|
| (224,217 | ) | |
Total stockholders' equity |
|
| 90,104 |
|
|
| (56,013 | ) |
|
| (131 | ) |
|
|
|
|
|
| 33,960 |
|
Total liability and stockholders' equity |
| $ | 119,353 |
|
| $ | 831 |
|
| $ | (131 | ) |
|
|
|
|
|
| 120,053 |
|
2
First Quantum Ventures, Inc.
(A Development Stage Company)
Condensed Pro Forma Statement of Operation
For the Year Ended June 30, 2011 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pro Forma |
| |||||
|
|
|
|
|
|
|
| Pro Forma |
|
|
|
|
| Statement of |
| |||||
|
| DiMi |
|
| FQVE |
|
| Adjustments |
|
| Notes |
| Operations |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Revenue |
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
| $ | - |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Selling, general and administrative expenses |
|
| 224,086 |
|
|
| 35,964 |
|
|
|
|
|
|
|
| $ | 260,050 |
| ||
|
|
|
|
|
|
|
|
|
|
| 131 |
|
| c |
|
|
|
| ||
Total operating expenses |
|
| 224,086 |
|
|
| 35,964 |
|
|
| 131 |
|
|
|
|
|
|
| 260,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
| (4,383 | ) |
|
|
|
|
|
|
|
|
| $ | (4,383 | ) |
Total Other Income (Expense) |
|
| - |
|
|
| (4,383 | ) |
|
| - |
|
|
|
|
|
|
| (4,383 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income tax |
|
| (224,086 | ) |
|
| (40,347 | ) |
|
| (131 | ) |
|
|
|
|
|
| (264,433 | ) |
Provision for income tax |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
| - |
|
Net Loss |
| $ | (224,086 | ) |
| $ | (40,347 | ) |
| $ | (131 | ) |
|
|
|
|
| $ | (264,433 | ) |
3
These pro forma adjustments represent the Companys preliminary determination of purchase accounting adjustments and are based upon available information and certain assumptions that the Company believes to be reasonable. Consequently, the amounts reflected in the pro forma financial statements are subject to change, and the final amounts may differ substantially.
The accompanying unaudited pro forma combined financial statements do not give effect to any cost savings, revenue synergies or restructuring costs which may result from the integration of DiMi and the operations of the Company. Further, actual results may be different from these unaudited pro forma combined financial statements.
On October 28, 2011, First Quantum Ventures entered into a Share Exchange Agreement with DiMi Telematics, Inc. shareholders. Pursuant to the agreement, First Quantum Ventures issued 87,450,000 shares of common stock in exchange for all outstanding shares and warrants to purchase common shares of DiMi Telematics, Inc. (DTI), First Quantum Ventures, Inc. received 145,750,000 shares of common stock and warrants to purchase 21,625,000 shares of common stock. The Company will assume operation of DiMi Telematics, Inc. and enter the Telematics/M2M industry. At the closing of the Share Exchange Agreement, DiMi will become a wholly-owned subsidiary of First Quantum Ventures, Inc. and the Company will acquire the business and operations of DiMi. The Exchange Agreement contains customary representations, warranties, and conditions.
The unaudited pro forma condensed balance sheet combines the balance sheet of DiMi as of August 31, 2011 and the balance sheet of First Quantum Ventures, Inc. as of June 30, 2011, and gives pro forma effect to the above transaction as if it had occurred on July 1, 2010. The unaudited pro forma statement of operations combines the operations of DiMi for the period of inception to August 31, 2011 and the operation of the Company for the fiscal year ended June 30, 2011 and assumes that the acquisition took place on July 1, 2010. The unaudited pro forma combined condensed financial statements are based upon the historical financial statements of DiMi and the Company after considering the effect of the adjustments described in the footnotes that follow.
The pro forma adjustments are comprised of the following elements:
A
Reflects the issuance of 87,450,000 share for the acquisition of 100% of DiMi outstanding stock
B
Reflects the consolidation of DiMi into the Company, reflecting DiMi as the acquirer and the Company as the acquired.
C
Reflects an adjustment for amortization for a period of one year in connection to the acquisition of intangible property owned by DiMi
D
Reflects cancellation of 15,000,000 shares of common stock at the closing of the Share Exchange Agreement.
4