UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q




(Mark
One)




R
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
quarterly period ended September 30, 2009




or




£
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the transition period from
__________ to ______________





Commission
File Number:  000-17232





FACT
CORPORATION


(Exact
name of registrant as specified in its charter)





Colorado
            84-0888594(State
      or other jurisdiction of incorporation or organization)
            (I.R.S. Employer Identification
      No.)





1530
      – 9th
      Avenue S.E., Calgary, Alberta
            T2G 0T7(Address
      of principal executive offices)
            (Zip
      Code)





(403)
693-8000


(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.





(1)
      Yes [X] No [  ](2)
      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





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




17,941,328
common shares outstanding as of November 10, 2009.


2




FACT
CORPORATION


TABLE
OF CONTENTS








PagePART
      IItem
      1.   Financial Statements
            4Item
      2.   Management’s Discussion and Analysis of Financial
      Condition and Results of Operations
            5Item
      3.    Quantitative and Qualitative Disclosures About
      Market Risk
            9Item
      4T.  Controls and Procedures
            9PART
      IIItem
      1.   Legal Proceedings
            10Item
      1A. Risk Factors
            10Item
      2.   Unregistered Sales of Equity Securities and Use of
      Proceeds
            10Item
      3.   Defaults Upon Senior Securities
            10Item
      4.   Submission of Matters to a Vote of Security
      Holders
            10Item
      5.   Other Information
            10Item
      6.   Exhibits
            12Signatures
            12


3


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 210
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 nine month period ended September
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.




PageUnaudited
      Consolidated Financial StatementsConsolidated
      Balance Sheets
            F-1Consolidated
      Statements of Operations and Comprehensive Loss
            F-2Consolidated
      Statements of Cash Flows
            F-3Notes
      to Unaudited Consolidated Financial Statements
            F-4
      to F-6





4





FACT
      CORPORATION
              Consolidated
      Balance Sheets
              (Unaudited)September
      30, 2009
            
            
            December
      31, 2008Current
      AssetsCash
            
            $
            10,498
            
            
            $
            230,341Inventory
            
            
            44,716
            
            
            
            131,170Accounts
      receivable
            
            
            35,994
            
            
            
            107,702Prepaid
      expense
            
            
            1,596
            
            
            
            3,391Total
      Current Assets
            
            
            92,804
            
            
            
            472,604Investment
      in Capital Reserve Canada Ltd.
            
            
            72
            
            
            
            88Property
      and EquipmentIntellectual
      property
            
            
            812,172
            
            
            
            998,950Real
      Property (net of accumulated depreciation of  $996 and
      $988)
            
            
            437
            
            
            
            643Total
      Property and Equipment
            
            
            812,609
            
            
            
            999,593Total
      Assets
            
            $
            905,485
            
            
            $
            1,472,285LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesAccounts
      payable and accrued expenses
            
            $
            385,445
            
            
            $
            561,911Accounts
      payable (related parties)
            
            
            486,737
            
            
            
            559,940Other
      current liabilities
            
            
            3,393
            
            
            
            -Loans
      payable (related parties)  - Note 4
            
            
            -
            
            
            
            913,243Loan
      payable - Note 4
            
            
            -
            
            
            
            458,906Current
      portion of long-term debt and acquisition cost
            
            
            159,193
            
            
            
            129,953Total
      Current Liabilities
            
            
            1,034,768
            
            
            
            2,623,953Long-Term
      LiabilitiesAcquisition
      cost payable
            
            
            1,379,337
            
            
            
            1,523,9316%
      Series convertible notes - Note 4
            
            
            319,657
            
            
            
            -8%
      Series convertible notes - Note 4
            
            
            1,315,892
            
            
            
            -Total
      Long-Term Liabilities
            
            
            3,014,886
            
            
            
            1,523,931Total
      Liabilities
            
            
            4,049,654
            
            
            
            4,147,884Commitments
      and contingenciesStockholders'
      DeficitClass
      A Common Stock - authorized 100,000,000 shares of no par value; 17,941,328
      and 17,154,406 issued and outstanding as at September 30,
      2009  and December 31, 2008, respectively
            
            
            23,189,816
            
            
            
            23,103,924Class
      A Common stock warrants
            
            
            -
            
            
            
            -Additional
      paid in capital
            
            
            544,005
            
            
            
            428,770Accumulated
      deficit
            
            
            (26,991,907
            )
            
            
            (26,344,646
            )Accumulated
      other comprehensive income
            
            
            113,917
            
            
            
            136,353Total
      Stockholders' Deficit
            
            
            (3,144,169
            )
            
            
            (2,675,599
            )Total
      Liabilities and Stockholders' Deficit
            
            $
            905,485
            
            
            $
            1,472,285





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


F-1


FACT
      CORPORATION
              Consolidated
      Statements of Operations and Comprehensive Loss
              (Unaudited)For
      the three months ended
              September
      30,
            
            
            For
      the nine months ended
              September
      30,2009
            
            
            2008
            
            
            2009
            
            
            2008RevenuesFunctional
      food premix
            
            $
            245,344
            
            
            $
            510,837
            
            
            $
            896,578
            
            
            $
            1,549,178Rental
      income (net of operating expenses)
            
            
            20,318
            
            
            
            13,749
            
            
            
            58,426
            
            
            
            42,142265,662
            
            
            
            524,586
            
            
            
            955,004
            
            
            
            1,591,320Costs
      of Goods Sold – Functional food premix
            
            
            195,366
            
            
            
            407,073
            
            
            
            735,584
            
            
            
            1,240,307Gross
      Profit
            
            
            70,296
            
            
            
            117,513
            
            
            
            219,420
            
            
            
            351,013Costs
      and ExpensesLegal
            
            
            2,862
            
            
            
            17,619
            
            
            
            41,367
            
            
            
            91,423Consulting
      fees
            
            
            51,262
            
            
            
            40,311
            
            
            
            184,384
            
            
            
            128,433Depreciation
      and amortization
            
            
            62,332
            
            
            
            62,336
            
            
            
            186,984
            
            
            
            187,014Other
      Administrative expenses
            
            
            172,334
            
            
            
            46,091
            
            
            
            339,424
            
            
            
            191,628Foreign
      exchange loss (gain)
            
            
            -
            
            
            
            13,542
            
            
            
            -
            
            
            
            13,542288,790
            
            
            
            179,899
            
            
            
            752,159
            
            
            
            612,040(Loss)
      from operations
            
            
            (218,494
            )
            
            
            (62,386
            )
            
            
            (532,739
            )
            
            
            (261,027
            )Other
      income and expensesUnrealized
      gain (loss)  on disposal of marketable
securities
            
            
            16
            
            
            
            -
            
            
            
            (16
            )
            
            
            -Tax
      (Paid) /refunded
            
            
            -
            
            
            
            309
            
            
            
            -
            
            
            
            -Interest
      expense
            
            
            (31,008
            )
            
            
            (25,669
            )
            
            
            (92,098
            )
            
            
            (74,211
            )Loss
      on debt conversion
            
            
            (22,408
            )
            
            
            -
            
            
            
            (22,408
            )
            
            
            -(53,400
            )
            
            
            (25,360
            )
            
            
            (114,522
            )
            
            
            (74,211
            )Provision
      for income taxes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Net
      (Loss)
            
            $
            (271,894
            )
            
            $
            (87,746
            )
            
            $
            (647,261
            )
            
            $
            (335,238
            )Net
      (Loss) per Common Share, basic and diluted
            
            $
            (0.01
            )
            
            $
            (0.01
            )
            
            $
            (0.03
            )
            
            $
            (0.02
            )Weighted
      Average Number of Common Shares Used in calculation
            
            
            17,919,154
            
            
            
            17,154,406
            
            
            
            17,412,123
            
            
            
            17,154,406Comprehensive
      lossNet
      loss
            
            $
            (271,894
            )
            
            $
            (87,746
            )
            
            $
            (647,261
            )
            
            $
            (335,238
            )Foreign
      currency translation adjustment
            
            
            (11,801
            )
            
            
            21,170
            
            
            
            (22,436
            )
            
            
            27,881Comprehensive
      loss
            
            $
            (283,695
            )
            
            $
            (66,576
            )
            
            $
            (669,697
            )
            
            $
            (307,357
            )





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


F-2




FACT
      CORPORATION
              Consolidated
      Statements of Cash Flows
              (Unaudited)For
      the nine months ended
              September
      30,2009
            
            
            2008Cash
      From Operating Activities:Net
      (loss)
            
            $
            (647,261
            )
            
            $
            (335,238
            )Reconciling adjustmentsDepreciation,
      depletion and amortization
            
            
            186,984
            
            
            
            187,014Shares
      issued for services
            
            
            5,200Accrued
      interest
            
            
            92,098
            
            
            
            74,205Loss
      on conversion of debt
            
            
            22,408
            
            
            
            -Stock
      based compensation
            
            
            92,827
            
            
            
            -Unrealized
      loss on securities
            
            
            16
            
            
            
            -Changes in operating assets and
      liabilitiesAccounts
      receivable
            
            
            75,079
            
            
            
            86,033Inventory
            
            
            86,454
            
            
            
            (59,084
            )Prepaid
      Expense
            
            
            1,871
            
            
            
            36,263Payroll
      liabilities
            
            
            3,393
            
            
            
            -Accounts
      payable and accrued expenses
            
            
            34,036
            
            
            
            (9,514
            )Net
      Cash Flows Used In Operating Activities
            
            
            (46,895
            )
            
            
            (20,321
            )Cash
      From Financing Activities:Loan
      proceeds – related party
            
            
            -
            
            
            
            64,324Loan
      repayment – related party - Note 4
            
            
            -
            
            
            
            (5,921
            )Loan
      proceeds
            
            
            46,048
            
            
            
            -Loan
      repayment - Note 4
            
            
            (100,000
            )
            
            
            -Reduction
      to acquisition cost payable
            
            
            (115,354
            )
            
            
            (59,757
            )Net
      Cash Flows Used In Financing Activities
            
            
            (169,306
            )
            
            
            (1,354
            )Foreign
      currency translation adjustment
            
            
            (3,642
            )
            
            
            16,209Net
      change in cash and cash equivalents
            
            
            (219,843
            )
            
            
            (5,466
            )Cash
      at beginning of period
            
            
            230,341
            
            
            
            105,053Cash
      at end of period
            
            $
            10,498
            
            
            $
            99,587Supplemental
      disclosure of cash flow information:Interest
      paid
            
            $
            -
            
            
            $
            14,392Income
      taxes paid (refund)
            
            $
            -
            
            
            $
            308Supplemental
      non-cash financing activity:Conversion
      of  loan payable and accrued interest to 6% convertible
      notes
            
            $
            317,517
            
            
            
            -Conversion
      of loan payable and accrued interest to 8% convertible
    notes
            
            
            1,080,449
            
            
            
            -Conversion
      of accounts payable to 8% convertible notes
            
            
            223,723
            
            
            
            -Total:
            
            $
            1,621,689
            
            
            $
            -





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


F-3


FACT
CORPORATION


Notes
to the Consolidated Financial Statements for the nine months ended September 30,
2009


(Unaudited
– prepared by Management)





Note
1- Basis of presentation





The
accompanying unaudited condensed consolidated financial statements of FACT
Corporation (the “Company”) have been prepared in accordance with Securities and
Exchange Commission requirements for interim financial statements. Therefore,
they do not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements. The financial statements should be read in conjunction with the
Company’s audited consolidated financial statements for the year ended December
31, 2008.





The
interim financial statements present the balance sheet, statements of operations
and cash flows of FACT Corporation. 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 September 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.





Note
2 – Recently Issued Accounting Pronouncements





In June
2009 the FASB established the Accounting Standards Codification ("Codification"
or "ASC") as the source of authoritative accounting principles recognized by the
FASB to be applied by nongovernmental entities in the preparation of financial
statements in accordance with generally accepted accounting principles in the
United States ("GAAP"). Rules and interpretive releases of the Securities and
Exchange Commission ("SEC") issued under authority of federal securities laws
are also sources of GAAP


for SEC
registrants. Existing GAAP was not intended to be changed as a result of the
Codification, and accordingly the change did not impact our financial
statements. The ASC does change the way the guidance is organized and
presented.





Statement
of Financial Accounting Standards ("SFAS") SFAS No. 165 (ASC Topic 855),
"Subsequent Events", SFAS No. 166 (ASC Topic 810), "Accounting for Transfers of
Financial Assets-an Amendment of FASB Statement No. 140", SFAS No. 167 (ASC
Topic 810), "Amendments to FASB Interpretation No. 46(R)", and SFAS No. 168 (ASC
Topic 105), "The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles-a replacement of FASB Statement No.
162" were recently issued. SFAS No. 165, 166, 167, and 168 have no current
applicability to the Company or their effect on the financial statements would
not have been significant.





Accounting
Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which amends Fair
Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605),
Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985),
Certain Revenue Arrangements that include Software Elements, and various other
ASU's No. 2009-2 through ASU No. 2009-15 which contain technical corrections to
existing guidance or affect guidance to specialized industries or entities were
recently issued. These updates have no current applicability to the Company or
their effect on the financial statements would not have been
significant.


F-4


FACT
CORPORATION


Notes
to the Consolidated Financial Statements for the nine months ended September 30,
2009


(Unaudited
– prepared by Management)





Note
3 – Other Events





On April
6, 2009, the Company’s Board of Directors appointed Denise Gurley Vice
President-Sales in conjunction with an employment contract where under, among
other consideration, Ms. Gurley was granted a total of 110,000 stock options
exercisable into shares of Class A common stock at $0.35 per share.  
The options were granted under the Company’s 2008 Stock Option and Stock Award
Plan and vest ratably on a quarterly basis over the term of the first year of
employment.





The fair
value of 110,000 options granted on April 6, 2009 totals $31,334, which amount
has been expensed and recorded as additional paid in capital.





On August
27, 2009, the Company granted to Mr. Brad Hunsaker, a consultant to the Company,
a total of 350,000 stock options exercisable into shares of Class A common stock
at $0.35 per share.   The options were granted under the Company’s
2008 Stock Option and Stock Award Plan and vest immediately.





The fair
value of 350,000 options granted on August 27, 2009 totals $61,483, which amount
has been expensed and recorded as additional paid in capital.





On August
20, 2009, the Company entered into debt settlement agreements with three
creditors to settle a total of $74,692 in debt by way of the issuance of 746,922
shares at a deemed price of $0.10 per share. On the date of the debt settlement
the market value of the issued shares was $0.13 per share. The difference
between the deemed settlement price of $0.10 and the market price on the date of
the issuance of the shares resulted in a loss on conversion of debt
totaling  $22,408 which has been expensed in this quarter. The 746,922
shares were issued during this quarter.





By an
agreement dated September 16, 2009, the Company entered into a marketing
contract with Clarke Advertising, whereby an email survey to gather certain
targeted marketing data will be conducted.  The anticipated target
will be 10,000 email surveys with a hope to secure 2 to 5 percent
response.  Compensation to Clarke Advertising consists of $8,500, to
be settled by a cash payment of $2,500 upon commencement of the program and the
balance of the payment by the issuance of 40,000 shares of the Company’s common
stock at $.15 per share.  The 40,000 shares were issued during the
period.  Effective September 25, 2009, Ms. Jacqueline Danforth
resigned as the Secretary of the Company, and effective September 25, 2009, Dr.
Brian Raines has been appointed as the Secretary of the Company.





Note
4 – Financing Agreements





8%
convertible note due 2012:





On
September 11, 2009, the Company entered into debt settlements with its creditors
to settle a total of $1,304,172 by way of convertible loans. Under the term of
the convertible loans, the creditors have executed loan agreements for a period
of three years, with interest payable annually at 8% per annum. The loans are
unsecured and convertible for a period of one year into shares of the Company’s
Class A common stock at a deemed price of $0.15 per share, for a total issuance
of 8,694,481 shares, if converted.





6%
convertible note due 2012:





On
September 11, 2009, the Company also renegotiated an outstanding debenture due
in December 2009.  As a result of the renegotiations the Company has
entered into a new debenture agreement in the amount of $317,517with Ultimate
Resort Destinations Inc. (“Ultimate”).  Ultimate currently holds a
debenture over the shares of Food and Culinary Technology Group Inc. (FACT Group
Inc.), the Company’s wholly-owned subsidiary operating in the customized
nutrition solutions industry.  The debenture has been rewritten for a
period of three years, with interest payable at 6% per annum.  The
debenture will be convertible for a period of two years into the Company’s Class
A common stock at a deemed price of $0.14 per share, for a total issuance of
2,267,980 shares, if converted.




F-5


FACT
CORPORATION


Notes
to the Consolidated Financial Statements for the nine months ended September 30,
2009


(Unaudited
– prepared by Management)





Note
4 – Financing Agreements (continued)





6%
convertible note due 2012: (continued)





At the
date of the execution of the notes the market price of the Company’s common
stock was below the conversion price of the convertible notes discussed above,
therefore, the Company has not recognized any beneficial conversion feature
(BCF) with respect to the above notes.  A beneficial conversion
feature (BCF) arises when the conversion price of a convertible instrument is
less than the fair value of the instrument or instruments into which the
convertible instrument is convertible. If and when the above notes are
converted into shares of the Company’s Class A common stock, the Company will
review the transaction to determine if there is any expense to be recognized at
that time.





Note
5 – Subsequent Events





During
the month of October 2009 the Company concluded a private placement to raise
$125,000 under Regulation S at $0.25 per Unit, each Unit consisting of one share
of Class A common stock and two share purchase warrants, being Class A and Class
B warrants.  The Class A warrants allow for the purchase of Class A
common stock at US$0.30 per share within one (1) calendar year and the Class B
warrants allow for the purchase of an additional share of Class A common stock
at $0.35 per share within two (2) calendar years. As of the date of this report
the Company has received confirmation that is has secured a further $125,000 in
funding under the same terms as noted above.  Additionally the Company
will seek to raise a further $500,000 under the terms of this private placement
under  Regulation S or Regulation D prior to the close of fiscal
2009.  Funds raised have been allocated to provide for additional
inventory financing and to further the Company’s Q 1 2010 new product launch
initiatives.





Subsequent
to the period covered by this report the Company entered into a settlement
agreement in regard to outstanding litigation whereby the Company was a
Plaintiff.   On October 2, 2009 the Company entered into a
Settlement Agreement (the “Agreement”) with the Defendant whereby the Company
will acquire all underlying intellectual property; the Defendant’s covenant not
to compete and certain cash consideration in exchange for mutual releases in
respect of the litigation.





The
Company has evaluated subsequent events from the balance sheet date through
November 20, 2009, and determined there are no other events to
disclose.




F-6


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




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.  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 year ended December 31, 2008 together with notes thereto.  As used
in this quarterly report, the terms "we", "us", "our", and the "Company" mean
FACT Corporation, unless the context clearly requires
otherwise.





General
Overview





FACT
Corporation predominantly operates in the functional food industry through its
wholly-owned subsidiary, Food and Culinary Technology Group Inc., (“FACT Group”)
developing, licensing and supplying turnkey functional bake mixes to customers
who manufacture, distribute, and market bakery and pasta products to consumers
through a variety of conventional and alternative channels including retail,
food service and specialty markets.   Presently the Company’s
primary revenue stream is generated by the sale of these functional bake mixes
in a wholesale format.





The
Company also has minimal operations through its wholly-owned subsidiary, Wall
Street Real Estate Investments Ltd. which generates revenues through the rental
and sub-lease of office space in Calgary, Alberta.





The
Company further has one dormant subsidiary, FACT Products, Inc., which holds the
proprietary rights to an Italian crème product, not currently in
production.




5





Discussion and
Analysis





Company
Financial Summary





·
            Net
      revenues in the nine months ended September 30, 2009 decreased by 40% over
      the comparative nine month period with a 37% reduction to gross revenues
      as discussed below under “Dependence on one or a few major
      customers”;





·
            Operating
      expenses for the nine months ended September 30, 2009 increased by 13%
      over the comparative nine months period.  The Company recorded
      an expense of $92,827 related to stock based compensation with respect to
      the issuance a total of 460,000 stock options to a new hire and a
      consultant of the Company.   The Company reported a
      decrease of 55%  to legal expenses and an increase of 29% to
      general administrative  expenses, with an increase to consulting
      fees of 44% period over period, as a result of recruitment fees paid with
      respect to a new hire during the period, increased salary costs as a
      result of the hire, and the retention of a consultant to assist in the
      Company’s three year forward-planning and acquisition
      strategies;





·
            The
      Company’s net loss for the nine months ended September 30, 2009 increased
      by 93% over the comparative period predominantly as a result of decreased
      net revenue, an increase to interest expense and overall operating
      expenses including the retention of new consultants and employees to
      further the Company’s growth
initiatives.





Commodity
Trends





FACT
Corporation and our contracted blending facilities are purchasers of wheat,
corn, soybean, sugar, alternative sweeteners and certain other commodities which
are used in the manufacture of our functional bake mixes.  We also
contract with trucking companies for the transportation of our wholesale goods,
as well as warehouses for storage of our products, both of which use gas and/or
natural gas.  FACT and its contracted suppliers monitor worldwide
supply and cost trends of commonly used commodities in an attempt to secure
favorable pricing and mitigate the impact of fluctuating prices of high usage
commodities.





During
the nine months ended September 30, 2009, aggregate commodity costs remained
relatively constant across the Company’s product lines, allowing FACT to offer
more favorable pricing to its customers with respect to certain products.
Transportation costs decreased substantially as a result of decreasing gas
prices, and transportation surcharges previously levied by our contracted
logistics companies were withdrawn.  Accordingly the cost of the
Company’s wholesale blended products decreased, and a percentage of the decrease
in costs was passed along to our customers where possible, to reflect stabilized
ingredient prices and reduced transportation costs.





We expect
fluctuations and uncertainty in the commodity and other raw material costs to
continue, particularly for dairy, grains and energy.  We will endeavor
to pass increased costs and/or savings along to our customers where possible to
allow the Company to maintain our current business margins.  However,
if we are to realize increased costs which cannot be passed along, or should we
fail to price our products competitively where savings could be secured for our
customers, cost increases and/or loss of sales as a result of non-competitive
pricing could result in a reduction to our bottom line profits and our top line
sales.





Dependence
On One or a Few Major Customers





The
Company’s revenues for fiscal years ended December 31, 2008 and 2007 and to the
date of this report rely heavily on sales made to two (2) key customers: Western
Bagel Baking Corporation of Van Nuys, California and Prince Donuts Inc. of
Linden, NY.  Together these two (2) customers account for
approximately ninety nine per cent (99%) of premix sales.  During the
nine months ended September 30, 2009, sales to key customer Prince Donuts were
reduced by 21% as compared to sales over the same period in the prior fiscal
year, while sales to customer Western Bagel Baking Corporation were reduced by
55% over the comparative period.  The Company believes decline in
sales reflects the uncertain economic condition in the United States and the
impact of this uncertainty on sales to the end consumer.  While we
believe current year sales to Western Bagel will reflect a substantial reduction
from prior year sales as a result of a voluntary product recall and a lost
account early in the year, we have been further advised subsequent to the
quarter end that the impact of the recall has passed, and the previously lost
customer account has been reestablished, and therefore we can hope to return to
a normalized running rate during fiscal 2010.  During March 2008, FACT
customer Prince Donuts advised the Company of a hold on future purchases
while extraordinarily high


6


inventory
levels required reduction for certain of their customer
base.   The Company was advised this hold on purchases would
remain in effect until mid May 2008, at which point high inventory levels should
have normalized and regular order volumes should continue.  However,
customer Prince Donuts did not order any products from FACT Group during the
second quarter of fiscal 2008 as a result of this hold on
purchases.  Subsequent to June 30, 2008 Prince Donuts resumed orders,
though during the three month period ended September 30, 2008, and to the end of
the fiscal year ended December 31, 2008 sales volumes were substantially reduced
compared to the same period in the prior year.  During the nine months
period to September 30, 2009, FACT has continued to experience a decrease in
sales to customer Prince Donuts.  At the date of this report, the
Company has been advised by customer Prince Donuts that it has lost a key
account and while there will be continuing orders of lesser volume for a period
of time; this account will cease purchasing product sometime during the third
quarter of fiscal 2009.   Concurrently, customer Prince Donuts
has secured two new accounts for FACT’s product. At the date of this report, the
Company believes these two new accounts once they achieve distribution, may
entirely replace the current volume shortage and return revenues to a run rate
similar to fiscal 2007 results.  Additionally, FACT Group has hired a
new full time sales professional, and has contracted a consulting firm to assist
with operational activities, and is actively working to successfully close
additional client accounts to assist in better diversifying our revenue base and
address the negative impact of such heavy reliance on a few major
customers.  Additionally, the Company has determined to expedite the
proposed 21010 launch of a line of five (5) better-for-you bake mixes for home
use under its Nutrition FirstTM brand to retail grocery chains in the United
States and Internationally, as well as a line of single serve, ready-to-eat
muffins, brownies and cookies proposed for launch to U.S. drug and convenience
channels.  A review of other distribution initiatives is currently
underway to assist the Company in reaching its 3 year growth
objectives.  It is unknown if we will be successful in this endeavor
in the immediate future.  It is anticipated that until such time as
FACT establishes a more diverse range of products in the marketplace, it will
remain reliant on a small number of key customers to drive sales.  A
complete loss of any one of these customers, without identifying and securing
new customers could seriously impact our business.





Liquidity and Capital
Resources





Liquidity





The
Company believes that cash from operations and existing credit facilities
currently provide sufficient liquidity to meet our present working capital
needs, including debt servicing obligations. In order to implement our 2010
through 2012 plans for growth, our debt retirement plans and other expansion
plans,  the Company anticipates it may require between $1 million and
$5million over the next three years to fully implement its business plan, which
includes significant marketing efforts, the continued development and refinement
of functional food formulations and products, a consumer awareness and public
relations campaign, concepts for development, manufacturing and distribution of
master brand food products, expanded management resources and support staff, and
other day to day operational activities.  Depending on the success of
each segment of the staggered implementation of our growth initiatives the
Company will require varying amounts of funds over the next three years in order
to realize its goals. Should the Company fail to achieve anticipated benchmarks
over the 2009 through 2012 fiscal years; the amount of capital required will be
reduced accordingly.  The amount and timing of additional funds
required cannot be definitively stated as at the date of this report and will be
dependent on a variety of factors.  Additionally the Company is
currently pursuing a strategic acquisition with respect to an indentified
target, which, if successful, will require substantial financing in some
combination of debt and equity.  Whether the Company will be
successful in these plans, and the amount and timing of funding which would be
required to accomplish same is presently unknown, however, the Company believes
the amount required to successfully conclude an acquisition and associated cash
requirements to be in the range of $10 million. As of the filing of this report,
the Company has been successful in raising funds required to meet any revenue
shortfalls with respect to the funding of our operations.  Funds have
been raised through private loans, equity financing and conventional bank debt,
as well as through the sale of certain active and passive
investments.  The Company anticipates revenues generated from its
functional food business will greatly reduce the requirement for additional
funding as we implement our growth initiatives; however, we cannot be certain
the Company will be successful in achieving revenues from those
operations.  Furthermore the Company cannot be certain that we will be
able to raise any additional capital to fund our ongoing operations, if and when
required.





Summary
of Working Capital and Stockholders' Equity





As of
September 30, 2009, the Company had negative working capital of $941,964 and
negative Stockholders' Equity of $3,144,169 compared with negative working
capital of $2,151,349 and negative Stockholders' Equity of $2,675,599 as of
December 31, 2008.  The Company’s negative working capital has
increased as a result of the reduction to accounts receivable and use of cash to
settle certain accounts payable.


7


Sources of Working
Capital





During
the nine months ended September 30, 2009 the Company's primary sources of
working capital has come from revenues generated from our functional foods
business and monthly rental income  As a result of the debt settlement
during the third quarter, and a more attractive Balance Sheet, the Company plans
to pursue new financing of up to $1,000,000 in order to fund the final stage of
development and market entryof several
new product lines that it hopes to launch in the first quarter of fiscal
2010.




Material Commitments for
Capital Expenditures





Pursuant
to a settlement agreement entered into between FACT LLC and Steven Schechter,
Jennifer Flynn and Steven Capodicasa, FACT Group has an obligation to pay a
total of $2,000,000 in royalty payments over 10 years.   As at
September 30, 2009 the remaining balance due with respect to this obligation
totaled $1,538,530.  The obligation has been paid from the Company’s
revenues and the Company anticipates it will continue to be able to pay this
obligation from revenues.  The current minimum portion due and payable
over the next twelve months totals $159,193.





Results of
Operations





Comparison of nine month
periods ended September 30, 2009 and 2008





For the
nine month periods ended September 30, 2009 and 2008, the Company incurred
operating losses of $532,739 and $261,027, respectively.  Legal fees
decreased from $91,423 (2008) to $41,367 (2009). Administrative expenses
increased over the respective periods from $191,628 (2008) to $246,597 (2009) as
a direct result of increased corporate travel expenses, increased research and
development expenditures and an increase to general office overhead including
increased telephone expenses, sample costs, shipping costs and other product
related charges. Consulting fees increased substantially from $128,433 (2008) to
$184,384 (2009) as a result of fees paid to a recruitment firm in respect of a
new hire, and monthly consulting fees paid as a result of a contract entered
into in February 2009.   Fiscal 2009 operations reflect a
decrease in gross revenues from $1,591,320 (2008) to $955,004
(2009).  This decrease in revenues can be attributed directly to a
shortfall in orders from both of the Company’s key customers.  While
the Company believes that this shortfall is partially a reflection of the
current economic environment in the United States and decreasing inventory
levels on hand at the retail level, we also have recently become aware that one
of our key customers has lost a key account which is partially responsible for
the decrease in current year revenues.  As a result the Company will
expect to see reduced sales for the balance of the current fiscal year or until
such time as the revenue from this account can be replaced.  As at the
date of this report the Company has been advised by this key customer that it
has obtained two new accounts which it expects will fully replace the current
lost revenues once a full sales cycle has been reached. As a result of this
decrease in sales volumes, the Company has reduced its inventory levels
accordingly from $131,170 (December 31, 2008) to $44,716 (September 30,
2009).  Associated costs of goods sold relating to functional premix
sales has also decreased from $1,240,307 (2008) to $735,584
(2009).  The Company’s gross margin on the sale of functional bake
mixes was reduced over the respective periods as we offered more competitive
pricing to our customers in an attempt to boost gross sales
volumes.





During this quarter, the Company
recorded an expense of $92,827 related to stock based compensation with respect
to the issuance of 460,000 stock options to an employee and a consultant to the
Company,with no similar
expense in the prior comparative period.





Depreciation
and amortization expenses remained constant during the comparative nine month
periods totaling $186,984 (2009) and $187,014 (2008) as the Company recorded
recurring expenses related to the amortization of its intellectual property and
fixed assets in the normal course of business.





Interest
expense increased over the comparative nine months ended September 30, 2009
totaling $74,211 (2008) and $92,098 (2009) respectively, as the Company was
unable to allocate proceeds to retire debt.  Additionally the Company
recorded a one-time expense of $22,408 during the current quarter as a loss on
conversion of certain debt into shares of the Company’s Class A common stock,
which amount reflects the difference between the conversion price of the debt of
$0.10 per share, and the market price of the Company’s shares of $0.13 on the
date of the issuance of the shares.





Net
losses for the two completed nine month periods were $335,238 (2008) and
$647,261 (2009) respectively.


8


Off-
Balance Sheet Arrangements






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





ITEM
3.                      QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not
applicable





ITEM
4T.                   CONTROLS
AND PROCEDURES





Evaluation of Disclosure Controls and
Procedures





Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as
amended (Exchange Act), as of September 30, 2009.  Based on this
evaluation, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures are effective in alerting
them on a timely basis to material information relating to our Company required
to be included in our reports filed or submitted under the Exchange
Act.





Changes
in Internal Controls





There
were no significant changes (including corrective actions with regard to
significant deficiencies or material weaknesses) in our internal controls over
financial reporting that occurred during the quarter ended September 30, 2009,
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.


9





PART
II – OTHER INFORMATION







ITEM
1.                      LEGAL
PROCEEDINGS





The
Company is presently involved in certain litigation more particularly described
in our Form 10-K for the fiscal year ended December 31, 2008, as filed with the
Securities and Exchange Commission on April 14, 2009.  On October 2,
2009 the Company entered into a Settlement Agreement (the “Agreement”) with the
Defendant whereby the Company will acquire all underlying intellectual property;
the Defendant’s covenant not to compete and certain cash consideration in
exchange for mutual releases in respect of the litigation.





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





On
February 1, 2009, the Company entered into a 6 month consulting contract with H
H and Company LLC, whereby H H and Company provides the services of Mr. Brad
Hunsaker, to offer executive-level, operational management support to FACT
Corporation and wholly-owned subsidiary, FACT Group Inc.  Among other
directives, H H and Company will assist the Company’s CEO in completing a
strategic operating plan for 2009 through 2012, synergistic acquisition
strategies and other planning mechanisms. The Company extended the contract for
a further 6 months in September 2009 under the same terms. On August 27, 2009,
the Company granted to Mr. Brad Hunsaker, a consultant to the Company and an
employee of H H and Company LLC, a total of 350,000 stock options exercisable
into shares of Class A common stock at $0.35 per share.   The options
were granted under the Company’s 2008 Stock Option and Stock Award Plan and vest
immediately.





On April
6, 2009, the Company’s Board of Directors appointed Denise Gurley Vice
President-Sales in conjunction with an employment contract whereunder, among
other consideration, Ms. Gurley was granted a total of 110,000 stock options
exercisable into shares of Class A common stock at $0.35 per share.  
The options were granted under the Company’s 2008 Stock Option and Stock Award
Plan and vest ratably over a one year period.  Ms. Gurley is a sales
management professional, having spent most of her career working with Fortune
500 consumer packaged goods companies. Ms. Gurley brings an extensive background
in on-premise accounts, the convenience channel, Mass merchandisers, the
Supermarket channel and new business acquisitions and will work direct with
FACT’s senior executive to grow FACT’s wholesale premix business, and other
sales initiatives.  Ms. Gurley’s career highlights include key management
positions at Twinlab Incorporated, and The Coca Cola Company/Minute Maid
Company.  Ms. Gurley has a Bachelor of Arts in Business Administration
from the University of North Carolina Charlotte.





On August
20, 2009, the Company entered into debt settlement agreements with three
creditors to settle a total of $74,692.15 in debt by way of the issuance of
746,922 shares at a deemed price of $0.10 per share.





On
September 11, 2009, the Company entered into debt settlements with seven
creditors to settle a total of $1,304,172 by way of convertible
loans.  Under the terms of the convertible loans, the creditors have
executed loan agreements for a period of three years, with interest payable
annually at 8% per annum.  The loans are unsecured and convertible for
a period of one year into shares of the Company’s Class A common stock at a
deemed price of $0.15 per share, for a total issuance of 8,694,481 shares, if
converted.


10




On
September 11, 2009, the Company also renegotiated an outstanding debenture due
in December 2009.  As a result of the renegotiations the Company has
entered into a new debenture agreement in the amount of $317,517 with the said
debenture holder.  The said debenture holder currently holds a
debenture over the shares of Food and Culinary Technology Group Inc. (FACT Group
Inc.), the Company’s wholly-owned subsidiary operating in the customized
nutrition solutions industry.  The debenture is being rewritten for a
period of three years, with interest payable at 6% per annum.  The
debenture will be convertible for a period of two years into the Company’s Class
A common stock at a deemed price of $0.14 per share, for a total issuance of
2,267,980 shares, if converted.





By an
agreement dated September 16, 2009, the Company entered into a marketing
contract with Clarke Advertising, whereby an email survey to gather certain
targeted marketing data will be conducted.  The anticipated target
will be 10,000 email surveys with a hope to secure 2 to 5 percent
response.  Compensation to Clarke Advertising consists of $8,500, to
be settled by a cash payment of $2,500 upon commencement of the program and the
balance of the payment by the issuance of 40,000 shares of the Company’s common
stock at $.15 per share.





Effective
September 25, 2009, Ms. Jacqueline Danforth resigned as the Secretary of the
Company, and effective September 25, 2009, Dr. Brian Raines has been appointed
as the Secretary of the Company.





During
the month of October 2009 the Company concluded a private placement to raise
$125,000 under Regulation S at $0.25 per Unit, each Unit consisting of one share
of Class A common stock and two share purchase warrants, being Class A and Class
B warrants.  The Class A warrants allow for the purchase of Class A
common stock at US$0.30 per share within one (1) calendar year and the Class B
warrants allow for the purchase of an additional share of Class A common stock
at $0.35 per share within two (2) calendar years. As of the date of this report
the Company has received confirmation that is has secured a further $125,000 in
funding under the same terms as noted above.  Additionally the Company
will seek to raise a further $500,000 under the terms of this private placement
prior to the close of fiscal 2009.  Funds raised have been allocated
to provide for additional inventory financing and to further the Company’s Q 1
2010 new product launch initiatives.




11


ITEM
6.                      EXHIBITS




REGULATION
      S-K NUMBER
            EXHIBIT
            
            REFERENCE3.1(i)
            Articles
      of Incorporation, as amended
            
            Incorporated
      by reference to the Exhibits previously filed with Capital Reserve
      Corporation’s Annual Report on Form 10-KSB for the fiscal year ended
      December 31, 19903.1(ii)
            Articles
      of Amendment to Articles of Incorporation, filed with the State of
      Colorado Secretary of State on November 26, 2001
            
            Incorporated
      by reference to the Exhibits previously filed with FACT Corporation’s
      Annual Report for Form 10-KSB for the fiscal year ended December 31,
      20023.1(iii)
            Articles
      of Amendment to Articles of Incorporation, filed with the State of
      Colorado Secretary of State on February 8, 2002
            
            Incorporated
      by reference to the Exhibits previously filed with FACT Corporation’s
      Annual Report for Form 10-KSB for the fiscal year ended December 31,
      20023.2
            Amended
      Bylaws
            
            Incorporated
      by reference to the Exhibits previously filed with Capital Reserve
      Corporation’s Annual Report on Form 10-KSB for the fiscal year ended
      December 31, 199410.1
            2008
      Stock Option and Stock Award Plan
            
            Incorporated
      by reference to the Exhibits previously filed with FACT Corporation’s
      Definitive 14C on August 22, 2008.31(i)(ii)
            Section
      302 Certification - Principal Executive Officer and Principal Financial
      Officer
            
            Filed
      herewith32
            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 20th day
of November, 2009





FACT
CORPORATION








By: /s/ Jacqueline
Danforth


Name:
Jacqueline R. Danforth


Title:  President,
Principal Executive, Financial and Accounting Officer





12