UNITED
STATES SECURITIES AND


EXCHANGE
COMMISSION


Washington,
D.C. 20549





FORM
10-K





ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF


THE
SECURITIES EXCHANGE ACT OF 1934





For the
Fiscal Year Ended June 30, 2008


Commission
File No. 000-52759





First
Quantum Ventures, Inc.


(Name of
Small Business Issuer in Its Charter)




Nevada
                        
                        20-4743354(State
      of other jurisdiction of Incorporation or Organization)
                        
                        (Employer
      Identification Number)




2300 Palm
Beach Lakes Blvd., Suite 218, West Palm Beach, FL 33409


(Address
of principal executive offices) (Zip Code)





(561)
697-8740


(Issuer's
Telephone Number, Including Area Code)





Securities
registered pursuant to Section 12(b) of the Exchange Act:


None.




Securities
registered pursuant to Section 12(g) of the Exchange Act:





Common
Stock, $.001 Par Value Per Share





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No x





Check whether the
Issuer:  (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 o No x





Indicate
by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained  herein,  and
will not be contained,  to the best of
registrant's  knowledge,  in definitive proxy or
information  statements incorporated  by
reference  in Part III of this Form 10-K or any  amendment
to this Form 10-K. o




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 o        No
o




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
definition of accelerated filer and large accelerated filer in Rule 12b-12 of
the Exchange Act (Check one)





Large
Accelerated filer o          Accelerated
filer  o   
Non-accelerated filer o   
Smaller Reporting Company x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes x No o





The
aggregate  market value of the voting
and  non-voting  common equity held by non-affiliates of
First Quantum Ventures, Inc.  computed by reference to the price at
which the common  equity was sold,  or the average bid and
asked price of such common equity,  as of a specified date within the
past 60 days was $0.00 as of  May 14,  2009  based on
the average bid and asked price of $0.00 per share as of that date.





There
were 340,632 shares of common stock, $.001 par value, outstanding as of May 14,
2009.




















NOTE
CONCERNING FORWARD-LOOKING STATEMENTS





This
Report contains certain forward-looking statements, including the plans and
objectives of management for the business, operations, and economic performance
of First Quantum Ventures, Inc. (the "Company"). These forward-looking
statements generally can be identified by the context of the statement or the
use of words such as the Company or its management "believes," "anticipates,"
"intends," "expects," "plans" or words of similar meaning. Similarly, statements
that describe the Company's future operating performance, financial results,
plans, objectives strategies or goals are forward-looking statements. Although
management believes that the assumptions underlying the forward-looking
statements are reasonable, these assumptions and the forward-looking statements
are subject to various factors, risks and uncertainties, many of which are
beyond the control of the Company. Accordingly, actual results could differ
materially from those contemplated by the forward-looking statements. In
addition to the other cautionary statements relating to certain forward-looking
statements throughout this Report, attention is directed to "Business --
Cautionary Information Regarding Forward-Looking Statements" below for
discussion of some of the factors, risks and uncertainties that could affect the
outcome of future results contemplated by forward-looking
statements.




PART
I





Item
1. Business.





We are a
non-operating shell corporation. We have not yet engaged in any
operations.  Our business plan consists of exploring potential targets
for business combinations through an asset or share purchase or exchange, merger
or similar type of transaction, which will result in the combined business
entity becoming a publicly held corporation. A 'business combination' (or 'combination') is generally defined under the federal securities
laws as  (i) a statutory merger; or (ii) the exchange
of our securities for the assets or outstanding equity securities of a privately
held business, or (iii) the sale of securities by us for cash or other value to
a business entity or individual, and similar transactions.





Regardless
of what business combination form we proceed with, such transaction may result
in a change in our present board of directors or management and/or a change in
the voting control of our common shares.  Until consummation of a
combination occurs, we do not anticipate that we will have any business
activities or sources of revenues nor do we anticipate that we will incur any
significant expenses, other than those expenses related to SEC periodic and
other filing requirements and related SEC compliance matters, or expenses
pertaining to the negotiation and consummation of a combination.





Our plan
of operation for the next 12 months is to: (i) identify and consider guidelines
of industries in which we may have an interest; (ii) assuming we consummate a
combination, adopt a proposed business plan to engage in the selected business
industry of the to be combined company; and (iii) to commence operations in the
selected business industry through funding and/or the acquisition of a 'going
concern' revenue producing company that is engaged in the selected
industry.






-1-





Under SEC
definitional standards, and based on the current state of our business as
described above, we are a “blank check company, which the SEC defines as any
“development stage company” that is issuing a penny stock within the meaning of
Exchange Act Section 3(a)(51) and that has no specific business plan or purpose,
or has indicated that its business plan is to merge with an unidentified
company.  Under Exchange Act Rule 12b-2, we also qualify as a shell
company since we have no assets or nominal assets (other than cash) and no or
nominal operations.





POTENTIAL
TARGET COMPANIES





We will
not restrict our search for any specific kind of business entities, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its business life. A
business entity, if any, which may be interested in a business combination with
us, may include the following:





▪a company for which a primary
purpose of becoming public is the use of its securities for the acquisition of
assets or businesses;


▪a company which is unable to find
an underwriter of its securities or is unable to find an underwriter of
securities on terms acceptable to it;


▪a company which wishes to
become public with less dilution of its common stock than would occur upon an
underwriting;


▪a company which believes that it
will be able to obtain investment capital on more favorable terms after it has
become public;


▪a foreign company which may wish
an initial entry into the United States securities market;


▪a special situation company, such
as a company seeking a public market to satisfy redemption requirements under a
qualified Employee Stock Option Plan;


▪a company seeking one or more of
the other perceived benefits of becoming a public company.





A
business combination with a target company will normally involve the transfer to
the target company issued and outstanding common stock of the Company, and may
include supplementing the current management and board of directors or forms of
transactional aids or controls.  No assurances can be given that we will be
able to enter into a business combination, as to the terms of a business
combination, or as to the nature of the target company.





Employees





As of
June 30, 2008 we had no employees.





Item 1A.
Risk Factors.





Our business is subject to numerous risk factors, including the
following:





NO
OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS.





We have
had no operating history nor any revenues or earnings from operations. We have
no significant assets or financial resources. We will, in all likelihood,
sustain operating expenses without corresponding revenues, at least until the
consummation of a business combination. This may result in us incurring a net
operating loss which will increase continuously until we can consummate a
business combination with a target company. There is no assurance that we can
identify such a target company and consummate such a business
combination.




-2-







SPECULATIVE
NATURE OF THE COMPANY'S PROPOSED OPERATIONS.





The
success of our proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified target company.
While management will prefer business combinations with entities having
established operating histories, there can be no assurance that we will be
successful in locating candidates meeting such criteria. In the event we
complete a business combination, of which there can be no assurance, the success
of our operations will be dependent upon management of the target company and
numerous other factors beyond our control.





SCARCITY
OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS.





We are
and will continue to be an insignificant participant in the business of seeking
mergers with and acquisitions of business entities. A large number of
established and well-financed entities, including venture capital firms, are
active in mergers and acquisitions of companies which may be merger or
acquisition target candidates for us. Nearly all such entities have
significantly greater financial resources, technical expertise and managerial
capabilities than us and, consequently, we will be at a competitive disadvantage
in identifying possible business opportunities and successfully completing a
business combination. Moreover, we will also compete with numerous other small
public companies in seeking merger or acquisition candidates.




IMPRACTICABILITY
OF EXHAUSTIVE INVESTIGATION; FAILURE TO MEET ITS FIDUCIARY
OBLIGATIONS.





Our
limited funds and the lack of full-time management will likely make it
impracticable to conduct a complete and exhaustive investigation and analysis of
a target company. The decision to enter into a business combination, therefore,
will likely be made without detailed feasibility studies, independent analysis,
market surveys or similar information which, if we had more funds available to
it, would be desirable. We will be particularly dependent in making decisions
upon information provided by the principals and advisors associated with the
business entity seeking our participation. Management may not be able to meet
its fiduciary obligation to us and our stockholders due to the impracticability
of completing thorough due diligence of a target company. By its failure to
complete a thorough due diligence and exhaustive investigation of a target
company, we are more susceptible to derivative litigation or other stockholder
suits. In addition, this failure to meet our fiduciary obligations increases the
likelihood of plaintiff success in such litigation.





NO
AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION-NO STANDARDS FOR
BUSINESS COMBINATION-MANAGEMENTS SOLE DISCRETION REGARDING BUSINESS
COMBINATION.




We
have no current arrangement, agreement or understanding with respect to engaging
in a business combination with a specific entity. There can be no assurance that
we will be successful in identifying and evaluating suitable business
opportunities or in concluding a business combination. Andrew
Godfrey  is our sole officer, director and as such has complete
control and discretion with regard to our business and affairs. Mr. Godfrey has
complete discretion whether we will enter into a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation by us. There is no assurance that we will be
able to negotiate a business combination on terms favorable to us. We have not
established a specific length of operating history or a specified level of
earnings, assets, net worth or other criteria which we will require a target
company to have achieved, or without which we would not consider a business
combination with such business entity. Accordingly, we may enter into a business
combination with a business entity having no significant operating history,
losses, limited or no potential for immediate earnings, limited assets, negative
net worth or other negative characteristics.





CONTINUED
MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY.





While
seeking a business combination, management anticipates devoting only a limited
amount of time per month to our business. Our sole officer has entered into a
written employment agreement with us and will provide a limited amount of time
to our business.  Mr. Godfrey has agreed to devote approximately 10
hours per month to the business affairs of the Company. We have not obtained key
man life insurance on our officer/director. Notwithstanding the combined limited
experience and time commitment of management, loss of the services of this
individual would adversely affect development of our business and likelihood of
continuing operations.







-3-




CONFLICTS
OF INTEREST - GENERAL.





Our
officers and directors may participate in other business ventures which may
compete directly with the Company. Additional conflicts of interest and non-arms
length transactions may also arise in the future. Management has adopted a
policy that we will not seek a business combination with any entity in which any
member of management serves as an officer, director or partner, or in which they
or their family members own or hold any ownership interest. See ITEM
5.





REPORTING
REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.





Section
13 of the Securities Exchange Act of 1934 (the "Exchange Act") requires
companies subject thereto to provide certain information about significant
acquisitions including audited financial statements for the company acquired
covering one or two years, depending on the relative size of the acquisition.
The time and additional costs that may be incurred by some target companies to
prepare such financial statements may significantly delay or essentially
preclude consummation of an otherwise desirable acquisition by us. Acquisition
prospects that do not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.




LACK OF
MARKET RESEARCH OR MARKETING ORGANIZATION.





We have
neither conducted, nor have others made available to it, market research
indicating that demand exists for the transactions contemplated by us. Even in
the event demand exists for a transaction of the type contemplated by us, there
is no assurance we will be successful in completing any such business
combination.




LACK OF
DIVERSIFICATION.





Our
proposed operations, even if successful, will in all likelihood result in our
engaging in a business combination with only one target company. Consequently,
our activities will be limited to those engaged in by the business entity which
we will merge with or acquire. Our inability to diversify its activities into a
number of areas may subject us to economic fluctuations within a particular
business or industry and therefore increase the risks associated with our
operations.





REGULATION
UNDER INVESTMENT COMPANY ACT.





Although
we will be subject to regulation under the Exchange Act, management believes we
will not be subject to regulation under the Investment Company Act of 1940,
insofar as we will not be engaged in the business of investing or trading in
securities. In the event we engage in business combinations which result in us
holding passive investment interests in a number of entities, we could be
subject to regulation under the Investment Company Act of 1940. In such event,
we would be required to register as an investment company and could be expected
to incur significant registration and compliance costs. We have obtained no
formal determination from the Securities and Exchange Commission as to our
status under the Investment Company Act of 1940 and, consequently, any violation
of such Act could subject us to material adverse consequences.





PROBABLE
CHANGE IN CONTROL AND MANAGEMENT.





A
business combination involving the issuance of our common stock will, in all
likelihood, result in shareholders of a target company obtaining a controlling
interest in the Company. Any such business combination may require our
shareholder to sell or transfer all or a portion of their common stock. The
resulting change in control of the Company will likely result in removal of the
present officer and director of the Company and a corresponding reduction in or
elimination of his participation in the future affairs of the
Company.






-4-





REDUCTION
OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION.





Our
primary plan of operation is based upon a business combination with a business
entity which, in all likelihood, will result in our issuing securities to
shareholders of such business entity. The issuance of previously authorized and
un-issued common stock of the Company would result in reduction in percentage of
shares owned by our present shareholders and would most likely result in a
change in control of our management.





There
is only a limited public market for our common stock, and no assurance can be given that a market will develop.





There
currently is a limited public market for our common stock, and no assurance can
be given that a market will develop or that a stockholder ever will be able to
liquidate his investment without considerable delay, if at all. If a market
should develop, the price may be highly volatile. Unless and until our common
shares are quoted on the NASDAQ system or listed on a national securities
exchange, it is likely that the common shares will be defined as 'penny stocks'
under the Exchange Act and SEC rules thereunder.





We
are subject to penny stock regulations and restrictions and you may have
difficulty selling shares of our common stock.





The SEC
has adopted regulations which generally define so-called 'penny stocks' to be an
equity security that has a market price less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exemptions. If our common
stock becomes a 'penny stock', we may become subject to Rule 15g-9 under the
Exchange Act, or the 'Penny Stock Rule'. This rule imposes additional sales practice requirements on broker-dealers that sell
such securities to persons other than established customers and 'accredited
investors' (generally, individuals with a net worth in excess of $1,000,000 or
annual incomes exceeding $200,000, or $300,000 together with their spouses). For
transactions covered by Rule 15g-9, a broker-dealer must make a special
suitability determination for the purchaser and have received the purchaser's
written consent to the transaction prior to sale. As a result, this rule may
affect the ability of broker-dealers to sell our securities and may affect the
ability of purchasers to sell any of our securities in the secondary
market.





For any
transaction involving a penny stock, unless exempt, the rules require delivery,
prior to any transaction in penny stock, of a disclosure schedule prepared by
the SEC relating to the penny stock market. Disclosure is also required to be
made about sales commissions payable to both the broker-dealer and the
registered representative and current quotations for the securities. Finally,
monthly statements are required to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in
penny stock.




There can
be no assurance that our common stock will qualify for exemption from the Penny
Stock Rule. In any event, even if our common stock were exempt from the Penny
Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act,
which gives the SEC the authority to restrict any person from participating in a
distribution of penny stock, if the SEC finds that such a restriction would be
in the public interest.




Current
or future shareholders who hold unregistered shares of our common stock are
ineligible to sell our securities in reliance upon Rule 144 of the Securities
Act because we are a Shell Company




We are
both a blank check and shell company under the federal securities
laws.   In accordance with Securities Act Rule 144, Holders of
our common stock are unable to sell their shares in reliance upon Rule 144
until: (a) we have ceased to become a shell company; and (b) we have filed all
of our required periodic reports with the SEC for a period of one year and a
period of one year has elapsed form the date of Form 10 information has been
filed with the SEC reflecting our status as a non-shell
company.  Because none of our securities can be sold in accordance
with Rule 144 until at least one year after we cease to be a shell company, any
securities we have issued will have no liquidity until and unless such
securities are registered with the SEC and/or until one year after we cease to
be a shell company and complied with these Rule 144 requirements.  If
we fail to cease being a blank check company or a shell company, investors who
hold our securities may be forced to hold such securities indefinitely with no
ability to sell those securities.





-5-




TAXATION.





Federal
and state tax consequences will, in all likelihood, be major considerations in
any business combination we may undertake. Currently, such transactions may be
structured so as to result in tax-free treatment to both companies, pursuant to
various federal and state tax provisions. We intend to structure any business
combination so as to minimize the federal and state tax consequences to both us
and the target company; however, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free reorganization or
that the parties will obtain the intended tax-free treatment upon a transfer of
stock or assets. A non-qualifying reorganization could result in the imposition
of both federal and state taxes which may have an adverse effect on both parties
to the transaction.





POSSIBLE
RELIANCE UPON UNAUDITED FINANCIAL STATEMENTS.





We will
require audited financial statements from any business entity we propose to
acquire. No assurance can be given however, that audited financials will be
available to us prior to a business combination. In cases where audited
financials are unavailable, we will have to rely upon un-audited information
that has not been verified by outside auditors in making our decision to engage
in a transaction with the business entity. The lack of the type of independent
verification which audited financial statements would provide increases the risk
that we, in evaluating a transaction with such a target company, will not have
the benefit of full and accurate information about the financial condition and
operating history of the target company. This risk increases the prospect that a
business combination with such a business entity might prove to be an
unfavorable one for us.





Item 1B. Unresolved Staff
Comments.





None.





Item
2. Properties.





The Company has no properties and at this time has no agreements
to acquire any properties.





Item
3. Legal Proceedings.





We
are  not  currently
involved  in  legal  proceedings.





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





Not
applicable.








-6-





PART II





Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.




PRICE
RANGE OF COMMON EQUITY





Our
common  stock was first listed for trading on January 7,
2008.  However, the first trade in our stock occurred on September 16,
2008.  Our common stock is currently traded on the Over –the-Counter
Pink Sheets, under the symbol "FQVE"




High
                      
                      
                      Low2008First
      Quarter
                      
                      
                      N/A
                      
                      
                      
                      N/ASecond
      Quarter
                      
                      
                      N/A
                      
                      
                      
                      N/AThird
      Quarter
                      
                      $
                      15
                      
                      
                      $
                      15Fourth
      Quarter
                      
                      $
                      15
                      
                      
                      $
                      15




The per
share  closing  bid price of the common stock as reported by
the Pink Sheets on May 8, 2009 was $0.01.





The
Company has never paid any cash dividends on shares of its common
stock.





Item
6. Selected Financial Data.





Not
applicable.




Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations.





The
statements contained herein are not purely historical statements, but rather
include what we believe are forward-looking statements. These include statements
about our expectations, beliefs, intentions or strategies for the future, which
are indicated by words or phrases such as "anticipate," "expect," "intend,"
"plan," "will," "we believe," "the company believes", "management believes" and
similar words or phrases. The forward-looking statements are based on our
current expectations and are subject to certain risks, uncertainties and
assumptions, including factors set forth in the following discussion and in the
discussions under ”Business." Our actual results could differ materially from
results anticipated in these forward-looking statements. All forward-looking
statements included in this document are based on information available to us on
the date hereof, and we assume no obligation to update any such forward-looking
statements.





The
following discussion and analysis provides information which the Company’s
management believes to be relevant to an assessment and understanding of the
Company’s results of operations and financial condition. This discussion should
be read together with the Company’s financial statements and the notes to
financial statements, which are included in this report.





Results
of Operations - Year Ended June 30, 2007 Compared to June 30,
2008





For the
year ended June 30, 2008 we experienced a loss of $24,549 as compared to a loss
of $8,205 for the year ended June 30, 2007.  The increase in loss was
attributable to general and administrative expenses.




Net
Operating Revenues




We had
operating revenue of $0 and $0 for the year ended June 30, 2008 and June 30,
2008 respectively.







-7-




Operating
Expenses and Charges




Operating
expenses for the year ended June 30, 2008 were $24,549 and for the year ended
June 30, 2007 they were $8,205.




Liquidity
and Capital Resources




For the
year ended June 30, 2007, the Company generated no cash flow from
operations.  At June 30, 2008, the Company had no cash  and
a convertible note payable of $36,069.





Subsequent
Events





Since
our
last filings we became aware that certain shares of our common stock had been
issued in error. As a result the shares were cancelled, ab initio. With the
cancellation of the shares, we now have a total of 340,632  shares of
common stock issued and outstanding.  In addition, by majority
shareholder vote, Andrew Godfrey was elected as our new sole Director,
President, CEO and Secretary. In addition, we became aware that our former
CEO, President and Director, Emilio Jara, claims that he did not authorize or
approve some of the past Company filings.  Specifically, Mr. Jara
claimed that he did not authorize or approve the filings of our 10-QSB’s filed
on November 13, 2007,  and November 16, 2007; February 12, 2008; and
May 15, 2008.  He also contends that he did not approve the filing of
the  8-K and 8-K/A filed on February 26, 2008 and on February 27, 2008
and the Form 12b-25 filed on September 29, 2008.  Under these
circumstances the Company is electing to withdraw each of these filings and
voluntarily refile these items reexecuted at this time.  To assure
compliance with applicable filing requirements each of these filings has been
reviewed, approved and authorized to be refiled in substitution; and such
filings are being made with the knowledge, consent and authorization of the
current CEO, President and Sole Director.  These filings are identical
in terms and language as those filed during the tenure of the former CEO,
President and Director, the exception being the change in signature and
dates.


Going
Concern




The accompanying consolidated financial
statements have been prepared assuming that we will continue as a going concern.
As of June 30, 2008, we have a stockholders deficit of $51,677 and net losses
from operations of $25,549 and $3,187. These conditions raise substantial doubt
about our ability to continue as a going concern. The consolidated financial
statements do not include any adjustments that might be necessary if we are
unable to continue as a going concern.




Research
and Development





None.





Inflation





Management believes that the impact of
inflation on our operations since our inception has not been
material.





Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.





Not
applicable.





Item 8. Financial Statements and Supplemental
Data.





The response to this item is set forth
at the end of this report.





Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.





None.






-8-





Item 9A. Controls and Procedures.





Evaluation
of disclosure controls and procedures




Under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of our disclosure controls and
procedures, as such term is defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).




Based on this evaluation, our Chief
Executive Officer and our Chief Financial Officer concluded that our disclosure
controls and procedures were effective as of June 30, 2008




Management’s
Annual Report on Internal Control over Financial Reporting




Management is responsible for
establishing and maintaining adequate internal control over financial reporting,
as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act.  Management conducted a preliminary evaluation of the
effectiveness of internal control over financial reporting as
of  June  30, 2008.  Management determined, based on
the preliminary evaluation, that the Company’s internal control over financial
reporting did not satisfy the criteria established in Internal Control –
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”).  Factors such as those described in the
preceding paragraphs, including  material adjustments communicated to
us by our auditor for the year ended December 31, 2008, led to management’s
conclusion that the Company’s internal control over financial reporting did not
meet the criteria established by COSO.




Management has concluded that, due to
the deficiencies identified above under “Evaluation of disclosure controls and
procedures” and due to the failure to meet the COSO criteria, as of June 30,
2008 our internal control over financial reporting was not
effective.




Changes
in Internal Control over Financial Reporting




Our management, with the participation
of our Chief Executive Officer and Chief Financial Officer, has evaluated
whether any change in our internal control over financial reporting occurred
during the fourth quarter of fiscal 2008. Based on that evaluation, management
concluded that our internal controls over financial reporting were subject to
the events and influences described above in this Item 9A under the heading
“Evaluation of disclosure controls and procedures”.




This annual report on Form 10-K does
not include an attestation report of our registered public accounting firm
regarding internal control over financial reporting. Additionally, management’s
report was not subject to attestation by our registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit us to provide only management’s report in this annual
report.





Limitations
of Disclosure Controls and Procedures





Our management does not expect
that our disclosure controls and procedures or internal control over financial
reporting will prevent all errors or all instances of fraud.  A
control system, no matter how well designed and operated, can provide only
reasonable, not absolute, assurance that the control system’s objectives will be
met.  Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within our Company have been
detected.  These inherent limitations include the realities that
judgments in decision-making can be faulty and that breakdowns can occur because
of simple error or mistake.  Controls can also be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the controls.  The design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and any design may not succeed in achieving its stated goals
under all potential future conditions.  Over time, controls may become
inadequate because of changes in conditions or deterioration in the degree of
compliance with policies or procedures.  Because of the inherent
limitation of a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.





Item 9B. Other Information.





None.






-9-





PART
III





Item 10. Directors, Executive Officers and Corporate
Governance.





The Company’s executive officers, directors and
key employees and their ages and positions as of June 30, 2008, are as
follows:




Name
                Age
                Positions
      and Offices HeldAndrew
      Godfrey
                46
                Director/
      President/Secretary





Andrew
Godfrey has been our President, Chief Executive Officer and Chairman of the
Board of Directors since April 24, 2009.   Since November 2003 Mr.
Godfrey has been a Consultant in international business procedures to IPC
Corporate Services, an international management service
company.  Concurrently, Mr. Godfrey is a Utilities Inspector and
Supervisor for the Department of Housing and Planning in Belize.





Family
Relationships




There is
no arrangement or understanding between any of our directors or executive
officers and any other person in which any director or officer was or is to be
selected as a director or officer, and there is no arrangement, plan or
understanding as to whether non-management shareholders will exercise their
voting rights to continue to elect the current board of directors. There are
also no arrangements, agreements or understandings to our knowledge between
non-management shareholders that may directly or indirectly participate in or
influence the management of our affairs.





Involvement
in Certain Legal Proceedings




None of
our officers, directors, or persons nominated for such position, has been
involved in legal proceedings that would be material to an evaluation of their
ability or integrity, including:




involvement
      in any bankruptcy;involvement
      in any conviction in a criminal proceeding;being
      subject to a pending criminal proceeding;being
      subject to any order or judgment, decree permanently or temporarily
      enjoining barring, suspending or otherwise limiting their involvement in
      any type of business, securities or banking activities; andbeing
      found by a court of competent jurisdiction (in a civil action), the SEC or
      the Commodity Futures Trading Commission to have violated a federal or
      state securities or commodities law, and the judgment has not been
      reversed, suspended, or vacated.






-10-




Compliance
with Section 16(a) of the Exchange Act





Promoters
and Certain Control Persons





We did
not have any promoters at any time during the past five fiscal
years.





Section
16(a) Beneficial Ownership Reporting
Compliance





Our common
shares are registered under the Securities Exchange Act of 1934, as amended
(the "Exchange
Act"). As a result our officers, directors and any 10%
shareholders are subject to the reporting requirements of Section
16(a) of that
statute.





We
have never received any Section 16(a) reports from any person subject
to its requirements.





Code
of Ethics





We have
not yet adopted a Code of Ethics





Corporate
Governance:





a.
Director Independence





Our
common stock was quoted on the OTC Bulletin Board and now on the NQB’s Pink
Sheets; those  trading mediums do not have director independence
requirements. Under Item 407(a) of Regulation S-B, we have adopted the
definition of independence used by the American Stock Exchange, which may be
found in the American Stock Exchange Company guide at (s) 121(A)(2) (2007).
Under this definition, none of our directors are independent, because our Board
of Directors cannot affirmatively determine that any of our directors do not
have a relationship that would interfere with the exercise of independent
judgment in carrying out their responsibilities of a director.




b.
Committees





We do not
have audit, nominating, or compensation committees or committees performing
similar functions nor a written nominating, compensation of audit committee
charter. Our Board of Directors as a whole decides such matters, including those
that would be performed by a standing nominating committee. Our Board of
Directors has not adopted any processes or procedures for considering executive
and director compensation. We have not
yet adopted an audit, compensation, or nominating committees because we have not
conducted a business combination with another company to develop our operations
and we have generated no revenues since our inception. Additionally, we do not
currently have any specific or minimum criteria for the election of nominees to
our Board of Directors nor do we have any process or procedure for evaluating
such nominees.





c.
Shareholder Communications





Our Board
of Directors does not have any defined policy or procedure requirements for our
stockholders to send communications to our Board of Directors, including
submission of recommendations for nominating directors. We have not yet
adopted a process for our security holders to communicate with our Board of
Directors because we have not sufficiently developed our operations and
corporate governance structure.







-11-




Item
11. Executive Compensation.





The
following table summarizes all compensation paid by the Company with
respect to the year ended December 31, 2008, to the three highest
paid executives.








SUMMARY
COMPENSATION TABLE




Name
      and Principal Position
                      Year
                      
                      Salary
                      
                      
                      Bonus
                      
                      
                      Stock
      Awards
                      
                      
                      Option
      Awards
                      
                      
                      Non-Equity
      Incentive Plan Compensation
                      
                      
                      All
      Other Compensation
                      
                      
                      TotalAndrew
      Godfrey
                      2008
                      
                      $
                      0.00
                      
                      
                      $
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0




Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.





The
following  table sets forth
certain  information  as of March 31, 2009, with respect to
the number of shares of each class of voting stock  beneficially owned
by (i)  those  persons  known to us to be
the  owners  of more  than  five percent
of any such class of our voting stock, (ii) each of our directors of and (iii)
all of our directors and executive  officers as a
group.  Unless otherwise indicated, each of the listed persons
has sole voting and investment power with respect to the shares beneficially
owned by such shareholder.




Amount
      of
                            
                            
                            Percentage
      ofBeneficial
                            
                            
                            BeneficialName
      and Address of Beneficial Owner
                            
                            Ownership
                            
                            
                            OwnershipJason
      Smart
                            
                            250,000
                            
                            
                            73.39%




Item 13 Certain
Relationships and Related Transactions





None.




Item
14. Principal Accountant Fees and Services.





Audit
Fees. The aggregate fees billed by our auditors, for professional services
rendered for the audit of the Company's annual financial statements for the
years ended  June 30, 2008 and 2007, and for the reviews of the
financial statements included in the Company's Quarterly Reports on Form 10-Q
and Form 10-QSB during the fiscal years were approximately $5,000 and $8,000
respectively.





Audit
Related Fees.  For the years ended June 30, 2008 and 2007, the
Company incurred fees to auditors of
$0 and $0  for audit related fees,
respectively.








-12-







PART
IV





Item
15. Exhibits and Financial Statement Schedules.




(a)
              The
      exhibits required to be filed herewith by Item 601 of Regulation S-K, as
      described in the following index of
      exhibits, are incorporated herein by reference, as
      follows:
  Exhibit
                No.
              Description31.1
              Certification
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.*32.1
              Certification
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002.*
  -------------------------------------------------------------------------------------------
 
 *  Filed
herewith
  (b)
              Reports
      on Form 8-K.  During the third quarter of the fiscal year ended
      June 30, 2008, we filed an 8-K on February
      26, 2008 reporting a reverse split of the Company stock, new trading
      symbol, and new CUSIP
number.


SIGNATURES





In accordance with Section
13 or 15(d) of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.




First
      Quantum Ventures,  Inc.By:
                  /s/ Andrew
      GodfreyPresident
      and Chief Executive OfficerDated:
      May 14, 2009







In accordance with
the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities
and on the dates indicated.










-13-




INDEX
TO FINANCIAL STATEMENTS
 
  Report
      of Independent Auditors
                    F-2Balance
      Sheet
                    F-3Statements
      of Operations
                    F-4Statements
      of Stockholders’ Equity
                    F-5Statements
      of Cash Flows
                    F-6Notes
      to Financial Statement
                    F-7
  
 F-1
 
 
  
 
 
 INDEPENDENT
AUDITOR’S REPORT
 
 
 The Board
of Directors and Stockholders
 First
Quantum Ventures, Inc.
 West Palm
Beach, FL
 
 I have
audited the accompanying balance sheet of First Quantum Ventures, Inc., as of
June 30, 2008, and the related statements of operations, stockholders’ equity
(deficit) and cash flows for the two years in the period ended June 30, 2008.
These financial statements are the responsibility of the Company’s management.
My responsibility is to express an opinion on these financial statements based
on my audits.
 I
conducted my audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audits provide a reasonable
basis for my opinion.
 In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of First Quantum Ventures, Inc. as of
June 30, 2008, and the results of its operations and its cash flows for the two
years in the period ended June 30, 2008, in conformity with U.S. generally
accepted accounting principles.
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. The Company’s financial position
and operating results raise substantial doubt about its ability to continue as a
going concern. Management’s plans with regard to these matters are also
described in Note 4. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 
 
 Lawrence
Scharfman, CPA.
 Boynton
Beach, Florida
 May 12,
2009
 
 
 F-2
 
  First
Quantum Ventures, Inc.
 Consolidated
Balance Sheets
 
 June
      30, 2008
                      
                      
                      June
      30, 2007ASSETSCURRENT
      ASSETSCash
                      
                      $
                      0
                      
                      
                      $
                      0Prepaid
      expenses
                      
                      
                      0
                      
                      
                      
                      0Total
      current assets
                      
                      
                      0
                      
                      
                      
                      0OTHER
      ASSETSLicensing
      rights
                      
                      
                      0
                      
                      
                      
                      0Total
      other assets
                      
                      
                      0
                      
                      
                      
                      0Total
      Assets
                      
                      $
                      0
                      
                      
                      $
                      0LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIESAccounts
      payableAccrued
      interest payable
                      
                      $
                      5,267
                      
                      
                      $
                      1,789Total
      current liabilities
                      
                      
                      5,267
                      
                      
                      
                      1,789LONG-TERM
      LIABILITIESConvertible
      Note Payable
                      
                      
                      36,069
                      
                      
                      
                      14,495Total
      Liabilities
                      
                      
                      41,336
                      
                      
                      
                      16,284STOCKHOLDERS’
      EQUITYPreferred
      stock, $0.001 par, authorized 50,000,000 shares, 0 issued
                        and
      outstanding
                      
                      
                      0
                      
                      
                      
                      0Common
      stock, $0.001 par value, authorized 500,000,000 shares;
                        10,340,632
      and 34,030,390 issued and outstanding, respectively
                      
                      
                      10,341
                      
                      
                      
                      34,030Additional
      paid-in capital in excess of par
                      
                      
                      0
                      
                      
                      
                      0Deficit
      accumulated during the development stage
                      
                      
                      (51,677
                      )
                      
                      
                      (50,314
                      )Total
      stockholders’ equity
                      
                      
                      (41,336
                      )
                      
                      
                      (16,284
                      )Total
      Liabilities and Stockholders’ Equity
                      
                      $
                      0
                      
                      
                      $
                      0
 
 
 The
accompanying notes are an integral part of the financial statements
 F-3
 
  
 First
Quantum Ventures, Inc.
 (A
Development Stage Enterprise)
 Statements
of Operations
 
 
 Year Ended
                  June
      30, 2008
                
                
                Year Ended
                  June
      30, 2007
                
                
                From
                  February
      24, 2004 (Inception)
                  through
                  June
      30, 2008REVENUES
                
                $
                0
                
                
                $
                0
                
                
                $
                0OPERATING
      EXPENSES:General
      and administrative expenses
                
                
                21,071
                
                
                
                2,092
                
                
                
                46,069Interest
      expense
                
                
                3,478
                
                
                
                1,113
                
                
                
                5,267Legal
      fees - related party
                
                
                0
                
                
                
                0
                
                
                
                10,000Services
      - related party
                
                
                0
                
                
                
                5,000
                
                
                
                5,000Total
      expenses
                
                
                24,549
                
                
                
                8,205
                
                
                
                66,336Net
      income (loss)
                
                $
                (24,549
                )
                
                $
                (8,205
                )
                
                $
                (66,336
                )Income
      (loss) per weighted average common share
                
                $
                (0.00
                )
                
                $
                (0.00
                )Number
      of weighted average common shares outstanding
                
                
                10,340,632
                
                
                
                34,030,390
 
 
 The
accompanying notes are an integral part of the financial statements
 F-4
 
 
  
 First
Quantum Ventures, Inc.
 (A
Development Stage Enterprise)
 Statements
of Stockholders’ Equity
 
 
 Number
      of
                  Shares
                
                
                Common
                  Stock
                
                
                Additional
                  Paid-In
                  Capital
                
                
                Deficit
                  Accumulated
                  During
      the
                  Development
                  Stage
                
                
                Total
                  Stockholders’
                  EquityBEGINNING BALANCE, July
      01, 2005
                
                
                34,030,390
                
                
                $
                34,030
                
                
                $
                0
                
                
                $
                (34,030
                )
                
                $
                0Net
      changes during period
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0BALANCE,June 30,
      2006
                
                
                34,030,390
                
                
                
                34,030
                
                
                
                0
                
                
                
                (34,030
                )
                
                
                0Net
      changes during period
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0BALANCE,June 30,
      2007
                
                
                34,030,390
                
                
                $
                34,030
                
                
                
                0
                
                
                $
                (48,525
                )
                
                $
                (14,495
                )1-for-100
      Reverse Split
                
                
                (33,690,086
                )
                
                
                (33,691
                )
                
                
                0
                
                
                
                (5,097
                )
                
                
                (28,786
                )Shares
      issued to settle debt
                
                
                10,000,328
                
                
                
                10,000
                
                
                
                0
                
                
                
                0
                
                
                
                0ENDING BALANCE, June 30,
      2008
                
                
                10,340,632
                
                
                
                10,341
                
                
                
                0
                
                
                
                (53,622
                )
                
                
                (43,281
                )
 
 The
accompanying notes are an integral part of the financial statements
 F-5
 
 
  First
Quantum Ventures, Inc.
 (A
Development Stage Enterprise)
 Statements
of Cash Flows
  
 Year Ended
                  June
      30, 2008
                
                
                Year Ended
                  June
      30, 2007
                
                
                From
                  February
      24, 2004(Inception)
                  through
      June 30, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (24,549
                )
                
                $
                (8,205
                )
                
                $
                (66,336
                )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Stock
      issued for services
                
                
                0
                
                
                
                0
                
                
                
                25,000Changes
      in operating assets and liabilitiesIncrease
      (decrease) in accrued interest
                
                
                3,478
                
                
                
                1,113
                
                
                
                5,267Increase
      (decrease) in accounts payable - trade
                
                
                21,071
                
                
                
                7,092
                
                
                
                61,069Increase
      (decrease) in accounts payable - related party
                
                
                0
                
                
                
                0
                
                
                
                0Net
      cash provided (used) by operating activities
                
                
                0
                
                
                
                0
                
                
                
                0CASH
      FLOWS FROM INVESTING ACTIVITIES:None
                
                
                0
                
                
                
                0
                
                
                
                0Net
      cash provided (used) by investing activities
                
                
                0
                
                
                
                0
                
                
                
                0CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from issuance of convertible debt
                
                
                24,549
                
                
                
                8,205
                
                
                
                66,336Net
      cash provided by financing activities
                
                
                0
                
                
                
                0
                
                
                
                0Net
      increase (decrease) in cash
                
                
                (24,549
                )
                
                
                (8,205
                )
                
                (66,336hola)CASH,beginning of
      period
                
                
                0
                
                
                
                0
                
                
                
                0CASH,end of
      period
                
                $
                0
                
                
                $
                0
                
                
                $
                0NON
      CASH FINANCING ACTIVITIESCommon
      stock issued to settle debt
                
                $
                0
                
                
                $
                0
                
                
                $
                9,000
 
 The
accompanying notes are an integral part of the financial statements
 F-6
  First
Quantum Ventures, Inc.
 (A
Development Stage Enterprise)
 Notes
to Financial Statements
 
 (1) The CompanyFirst Quantum
Ventures, In.. (the Company) is a Nevada chartered development stage corporation
which conducts business from its headquarters in West Palm Beach, Florida. The
Company was incorporated in Nevada on April 13, 2006, and is a successor by
merger with Cine-Source Entertainment, Inc., and has elected June 30 as its
fiscal year end. The Company changed its name to First Quantum Ventures, Inc. on
February 24, 2004.
 
 The
Company has not yet engaged in its expected operations. Current activities
include raising additional capital and negotiating with potential key personnel
and facilities.  There is no assurance that any benefit will result
from such activities.  The Company will not receive any operating
revenues until the commencement of operations, but will nevertheless continue to
incur expenses until then. The following summarize the more significant
accounting and reporting policies and practices of the Company:
 
 a) Use of
estimates    The financial statements have been
prepared in conformity with generally accepted accounting
principles.  In preparing the financial statements, management is
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities as of the date of the statements of financial condition
and revenues and expenses for the year then ended.  Actual results may
differ significantly from those estimates.
 
 b)  Start-Up
costs  Costs of start-up activities, including organization
costs, are expensed as incurred, in accordance with Statement of Position (SOP)
98-5.
 
 c)  Net loss per shareBasic loss per weighted average common share is computed by dividing the
net loss by the weighted average number of common shares outstanding during the
period.
 
 d) Stock compensation for services
rendered The Company issues shares of common stock in exchange for
services rendered.  The costs of the services are valued according to
generally accepted accounting principles and have been charged to
operations.
 
 (2) Stockholders’
EquityThe Company has authorized 500,000,000 shares of $0.001
par value common stock and 50,000,000 shares of $0.001 par value preferred
stock. The Company had 34,030,390 shares of common stock issued and outstanding
at June 30, 2007.   On April 26, 2004, the Company completed a
1-for-200 reverse split of its common stock, leaving 30,390 shares remaining
outstanding.  In May 2004 the company authorized the issuance of
5,000,000 shares of its restricted common stock to its sole officer and director
for services.  In November 2004 the company issued a total of
20,000,000 shares of its common stock to a third party for capital and other
services rendered on behalf of the company on or before November 2,
2004.  On the same date the company issued an additional 9,000,000
shares of its common stock in exchange for settlement and satisfaction of the
balance of any indebtedness of the company.  All such shares were
issued at par value.  On February 25, 2008, the company completed a
1-for-100 reverse split of its common stock, leaving 340,304 shares
outstanding.
 
 (3) Income
Taxes  Deferred income taxes (benefits) are provided for
certain income and expenses which are recognized in different periods for tax
and financial reporting purposes. The Company had net operating loss
carry-forwards for income tax purposes of approximately $0.
 
 (4) Going Concern Even though
as shown in the accompanying consolidated financial statements, the Company
incurred cumulative net losses totaling $25,549 and $8,205 for the years ended
June 30, 2008 and 2007 respectively. It has a stockholders’ deficit of
approximately $51,677 as of June 30, 2008.  These conditions raise
substantial doubt as to the ability of the Company to continue as a going
concern.  The ability of the Company to continue as a going concern is
dependent upon increasing sales and obtaining additional capital and
financing.  The Company is
   F-7
 First
Quantum Ventures, Inc.
 (A
Development Stage Enterprise)
 Notes
to Financial Statements
 
 (4) Going Concern,
continued  attempting to raise additional funds for the Company
through third parties.  The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.
 
 
     F-8