FMX Ventures Inc.
NEX BOARD : FMX.H

May 29, 2009 17:19 ET

FMX Ventures Inc.: Financial Statements and MD&A for the Three Months Ended March 31, 2009

TORONTO, ONTARIO--(Marketwire - May 29, 2009) - FMX Ventures Inc. (NEX BOARD:FMX.H) formerly operating as Footmaxx Holdings Inc., ("Footmaxx"), a leading orthorpaedic and diagnostic company announces that:

As a result of sale of its orthotics business in November, 2007, the only remaining material assets of the Company are its tax loss carryforwards and its listing and status as a reporting issuer. Accordingly, the board of directors has initiated a process to determine the marketable value of the tax losses and reporting issuer status pursuant to which a wide range of entities, including legal, tax, financial and consulting firms, have been solicited to determine their interest in potentially acquiring the benefit of the Company's tax losses and reporting issuer status. Based on feedback from these entities, the board established a formal process to evaluate any proposals, which are received in order to maximize value to shareholders generally.

In February 2009, the Board of Directors proposed to dissolve FMX Ventures Inc. as the Company had limited funds to maintain its operating and listing status and as efforts to seek a buyer for its shell and tax losses had not resulted in any acceptable offers. Subsequently a shareholder meeting was arranged after proper notice and on March 27, 2009 a shareholder vote was taken, and the proposal to dissolve the company was approved.

On April 17, 2009 an arrangement between a new investor and two of the Company's shareholders holding approximately 51% of the outstanding shares resulted in a $50,000 deposit being paid to the Company. At the request of these shareholders, the Company agreed not to proceed with the previously approved voluntary dissolution of the Company, and to prepare and file with applicable securities regulators and deliver to shareholders its financial statements and management's discussions and analysis for the year ended December 31, 2008 and for the first quarter ended March 31, 2009.

The Company proceeded with the annual audit of financial information with its auditors but failed to make the filing deadline of April 30, 2009 due the minimum time it takes to perform all the audit functions. Subsequently the financials were filed on May 8, 2009 but not before a cease trade was Issued by the securities regulators. The cease trade order remained in effect until May 19, 2009 when it lapsed due to the filing of our financials.

Overall Performance

During the first quarter of 2009 the Company did not operate due the sale in 2007 of all of the Company's assets and operations. The Company had $ 79,558 of expenses relating to legal and accounting expenses as it looked for alternatives in marketing the Company's public shell and tax losses.

Non-GAAP Measures

In the Management Discussion and Analysis, and elsewhere, measures such as earnings before interest, taxes, depreciation and amortization (EBITDA) and other terms that are used are not defined by generally accepted accounting principles ("GAAP"). The use of these terms may not be consistent with the way these terms are used by others. Where possible, in particular for EBITDA, tables and other information are provided that enables readers to reconcile between such non-GAAP measures and standard GAAP measures. While these measures are not defined by or required by GAAP, this information is provided to readers to help them better understand significant measures.

Forward-looking Statements

This release may contain projections and other forward-looking statements regarding future events. Such statements are predications involving known and unknown risks, uncertainties and other factors that may cause the actual events or results to be materially different. Although the Company believes that the forward-looking statements contained herein are reasonable, it can give no assurance that the Company's expectations are correct. For information concerning factors affecting the Company's business, the reader is referred to the documents that the Company files from time to time with applicable Canadian securities and regulatory authorities.



FOOTMAXX HOLDINGS INC.

Consolidated Balance Sheet
As at March 31, 2009
Unaudited

--------------------------------------
--------------------------------------

March 31, 2008 December 31, 2008
---------------- --------------------

Current assets

Cash $ 38,508 $ 124,951
Short term investments - 25,573
Accounts receivable, net 7,547 2,425
Other receivable - -
Other assets - -
---------------- --------------------
Total current assets 46,055 152,949

Capital assets - -
Deferred financing costs - -

---------------- --------------------
Total assets $ 46,055 $ 152,949
---------------- --------------------
---------------- --------------------

Current liabilities

Accounts payable and accrued
liabilitites $ 18,500 $ 45,836
Current portion of long term debt - -
Current Portion Convertible
debentures - -

---------------- --------------------
Total liabilities 18,500 45,836
---------------- --------------------
-

Shareholders' deficiency

Capital stock 20,248,082 20,248,082
Contributed surplus 2,119,715 2,119,715
Deficit (22,340,242) (22,260,684)

---------------- --------------------
Total shareholders' deficiency 27,555 107,113
---------------- --------------------

---------------- --------------------
Total liabilities and shareholders'
deficiency $ 46,055 $ 152,949
---------------- --------------------
---------------- --------------------

--------------------------------------
--------------------------------------

The interim Consolidated Financial Statements for the three months ended
March 31, 2009 have not been reviewed by an auditor.

See accompany notes to the Consolidated Financial Statements.



FOOTMAXX HOLDINGS INC.

Consolidated Statement of Operations and Deficit
For Quarterly Periods ended March 31, 2009 & 2008
Unaudited

-----------------------------------
-----------------------------------

March 31, 2009 March 31, 2008
---------------- -----------------

Sales $ - $ -
Cost of sales - -
---------------- -----------------
Gross profit - -
---------------- -----------------

Expenses
Selling and administration (note 3) 79,291 48,262
Information technology - -
Accrued interest on convertible
debentures - -
Interest on Penfund loan - -
Other interest - -
Foreign exchange loss (gain) 267 -
Amortization of capital assets - -
Amortization of deferred financing
expenses - -
---------------- -----------------
Total expenses 79,558 48,262
---------------- -----------------

Loss before income taxes (79,558) (48,262)

Income taxes - -

---------------- -----------------
Net loss for the period (79,558) (48,262)
---------------- -----------------

Deficit, beginning of period (22,260,684) (21,947,959)

---------------- -----------------
Deficit, end of period $ (22,340,242) $ (21,996,221)
---------------- -----------------
---------------- -----------------

Outstanding shares 39,342,894 39,342,894

Basic and diluted loss per common share
(note 5) $ 0.00 $ 0.00

-----------------------------------
-----------------------------------

The interim Consolidated Financial Statements for the three months ended
March 31, 2009 have not been reviewed by an auditor.

See accompany notes to the Consolidated Financial Statements.



FOOTMAXX HOLDINGS INC.

Consolidated Statement of Cash Flows
For Quarterly Periods ended March 31, 2009 & 2008
Unaudited

-----------------------------------
-----------------------------------

March 31, 2009 March 31, 2008
---------------- -----------------
Cash flows from (used in) operating
activities:

Loss for the period: $ (79,558) $ (48,262)

Items not involving cash:
Amortization of capital assets - -
Amortization of deferred financing costs - -
Interest on convertible debentures - -
Imputed interest on Penfund loan - -
---------------- -----------------
(79,558) (48,262)
---------------- -----------------

Change in other non-cash working
capital:

Decrease (increase) in accounts
receivable (5,122) 2,212
Decrease (increase) in inventory - -
Decrease (increase) in other assets - -
(Decrease) increase in accounts payable
and accruals (27,336) (45,088)
---------------- -----------------
(32,458) (42,876)
---------------- -----------------

(112,016) (91,138)
---------------- -----------------
Cash flows from (used in) financing
activities

Increase (decrease) in bank indebtedness - -
Decrease in term deposits 25,573 -
---------------- -----------------
25,573 -
---------------- -----------------
Cash flows used in investing activities:

Purchase of capital assets - -
---------------- -----------------

Increase (decrease) in cash (86,443) (91,138)

Cash, beginning of period 124,951 441,819
---------------- -----------------

Cash, end of period $ 38,508 $ 350,681
---------------- -----------------
---------------- -----------------

-----------------------------------
-----------------------------------

The interim Consolidated Financial Statements for the three months ended
March 31, 2009 have not been reviewed by an auditor.

See accompany notes to the Consolidated Financial Statements.



FOOTMAXX HOLDINGS INC.

Notes to Consolidated Financial Statements
As at March 31, 2009


1. Basis of Presentation

The unaudited interim period consolidated financial statements have been prepared by the Company in accordance with Canadian generally accepted accounting principles. The preparation of financial data is based on accounting policies and practices consistent with those used in the preparation of the audited annual consolidated statements. These unaudited interim period financial statements do not include all the disclosures required by generally accepted accounting principles and accordingly should be read together with the audited annual consolidated financial statements and the accompanying notes included in the Company's 2007 Annual Report.

On November 1, 2007, the Company completed the sale of substantially all of the assets utilized in carrying on its orthotics business and the assumption of obligations related to the Company's business. The shareholders of the Company also completed a name change for the Company from Footmaxx Holdings Inc. to FMX Ventures Inc. The Company no longer has any ongoing operations and it is exploring potential alternatives to maximize the final payout to the shareholders through the sale of the shell company and its accumulated tax losses.

In February 2009, the Board of directors proposed to dissolve FMX Ventures Inc. as the company had limited funds to maintain its operating and listing status and as efforts to seek a buyer for its shell and tax losses had not resulted in any acceptable offers. Subsequently a shareholder meeting was arranged after proper notice and on March 27, 2009 a shareholder vote was taken and the proposal to dissolve the company was approved.

On April 17, 2009 an arrangement between a new investors and two of the Company's shareholders holding approximately 51% of the outstanding shares resulted in a $50,000 deposit being paid to the Company. At the request of these shareholders, the Company agreed not to proceed with the previously approved voluntary dissolution of the Company, and to prepare and file with applicable securities regulators and deliver to shareholders its financial statements and management discussions and analysis for the year ended December 31, 2008 and its first quarter ended March 31, 2009.

2. Revenue Recognition

The Company recognizes revenue from the sales of orthotics, proprietary computer systems, footwear and other accessories for orthopedic products when shipment occurs, title is transferred and collection is reasonably assured. Revenue is recorded at the invoice price for each product net of estimated returns and incentives provided to customers. However, since the company is not operating there have been no revenues for 2009\8 or 2009.

3. Analysis of Fixed Expenses



March 31, 2009 March 31, 2008
-------------- --------------
Selling and administration
Field sales force $ - $ -
Marketing expense 0 0
Finance and administration 79,291 48,262
-------------- --------------
$ 79,291 $ 48,262
-------------- --------------
-------------- --------------


4. Summary of Stock Options

There were no stock options outstanding during the period January 1 to March 31, 2009.

5. Loss per Common Share



March 31, 2009 March 31, 2008
-------------- ---------------

Loss for the quarter $ (79,558) $ (48,262)
-------------- ---------------
-------------- ---------------

Weighted average common shares 39,342,894 39,342,894
-------------- ---------------
-------------- ---------------

Basic loss per common share $ - $ -
-------------- ---------------
-------------- ---------------


FMX VENTURES INC.

formerly operating as FOOTMAXX HOLDINGS INC.

For the Three Months Ended March 31, 2009

Management Discussion and Analysis

Overall Performance

As a result of sale of its orthotics business in November, 2007, the only remaining material assets of the Company are its tax loss carryforwards and its listing and status as a reporting issuer. Accordingly, the board of directors has initiated a process to determine the marketable value of the tax losses and reporting issuer status pursuant to which a wide range of entities, including legal, tax, financial and consulting firms, have been solicited to determine their interest in potentially acquiring the benefit of the Company's tax losses and reporting issuer status. Based on feedback from these entities, the board established a formal process to evaluate any proposals, which are received in order to maximize value to shareholders generally.

In February 2009, the Board of Directors proposed to dissolve FMX Ventures Inc. as the Company had limited funds to maintain its operating and listing status and as efforts to seek a buyer for its shell and tax losses had not resulted in any acceptable offers. Subsequently a shareholder meeting was arranged after proper notice and on March 27, 2009 a shareholder vote was taken, and the proposal to dissolve the company was approved.

On April 17, 2009 an arrangement between a new investor and two of the Company's shareholders holding approximately 51% of the outstanding shares resulted in a $50,000 deposit being paid to the Company. At the request of these shareholders, the Company agreed not to proceed with the previously approved voluntary dissolution of the Company, and to prepare and file with applicable securities regulators and deliver to shareholders its financial statements and management's discussions and analysis for the year ended December 31, 2008 and for the first quarter ended March 31, 2009.

The Company proceeded with the annual audit of financial information with its auditors but failed to make the filing deadline of April 30, 2009 due the minimum time it takes to perform all the audit functions. Subsequently the financials were filed on May 8, 2009 but not before a cease trade was Issued by the securities regulators. The cease trade order remained in effect until May 19, 2009 when it lapsed due to the filing of our financials.

During the first quarter of 2009 the Company did not operate due the sale in 2007 of all of the Company's assets and operations. The Company had $ 79,558 of expenses relating to legal and accounting expenses as it looked for alternatives in marketing the Company's public shell and tax losses.

Results of Operations

Non-GAAP Measures

In the Management Discussion and Analysis, and elsewhere, measures such as earnings before interest, taxes, depreciation and amortization (EBITDA) and other terms that are used are not defined by generally accepted accounting principles ("GAAP"). The use of these terms may not be consistent with the way these terms are used by others. Where possible, in particular for EBITDA, tables and other information are provided that enables readers to reconcile between such non-GAAP measures and standard GAAP measures. While these measures are not defined by or required by GAAP, this information is provided to readers to help them better understand significant measures.

Net Loss

Net loss for the first quarter of 2009 was $79.558, which represents accounting and legal services required during the period.

Liquidity

Cash Flow

Cash outflow for the first quarter of 2009 was $86,443. The company has approximately $50,000 of cash in the bank which will be used to cover costs of the regulator filings and annual meeting for the company.

Change in accounting policies

Standards of Financial Statement Presentation

On January 1, 2008 the Company adopted new Handbook Section 1400, General Standards of Financial Statement Presentation, effective for annual and interim periods beginning on or after January 1, 2008. This new section provides additional guidance related to management's assessment of the Company's ability to continue as a going concern. This revision is effective for fiscal years beginning on or after January 1, 2008. The Company's current and previous disclosures meet the reporting requirements of this section.

Financial Instruments and Capital Disclosures

On January 1, 2008 the Company adopted new Handbook Sections 1535, Capital Disclosures, Section 3862, Financial Instruments-Disclosures, and Section 3863, Financial Instruments-Presentation, effective for annual and interim periods relating to fiscal years beginning on or after October 1, 2007. Section 1535 establishes disclosure requirements about an entity's capital and how it is managed. The purpose will be to enable users of the financial statements to evaluate objectives, policies and processes for managing capital. Sections 3862 and 3863 replaces section 3861, Financial Instruments - Disclosure and Presentation, revising and enhancing its disclosure requirements while carrying forward its presentation requirements. These new sections place increased emphasis on disclosure about the nature and extent of risks arising from financial instruments and how the entity manages those risks. The adoption of these new accounting standards did not impact the amounts reported in the Company's financial statements.

Oversight Role of the Audit Committee

The Audit Committee reviews, with management, the Company's quarterly MD&A and related consolidated financial statements and approves the release to shareholders. Management also periodically presents to the Audit Committee a report of their assessment of the Company's internal controls and procedures for financial reporting.

Forward-looking statements

The foregoing may contain forward-looking statements. These statements are based on current expectations that are subject to risks and uncertainties, and the Company can give no assurance that these expectations are correct. Various factors could cause actual results to differ materially from those projected in such statements, including financial considerations and those predicting the timing and market acceptance of future products. The Company disclaims any intention or obligation to revise forward-looking statements whether as a result of new information, future developments or otherwise. All forward-looking statements are expressly qualified in their entirety by this Cautionary Statement.

Management's Responsibility for Financial Reporting

Disclosure Controls

The Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have reviewed the disclosure controls in place as at March 31, 2008 and have concluded that they provide reasonable assurance that all material information relating to the Company would be made known to them. While the CEO and CFO believe that the Company's disclosure controls and procedures provide reasonable assurance they are also aware that any control system can only provide reasonable, not absolute, assurance of achieving its control objectives.

Internal Controls Over Financial Reporting

Management is also responsible for the design of internal controls over financial reporting ("ICFR") within the Company in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian generally accepted accounting principles ("Canadian GAAP"). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, the design of any system of control is based upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all future events, no matter how remote, or that the degree of compliance with the policies or procedures may not deteriorate. Accordingly, even effective ICFR can only provide reasonable, not absolute, assurance of achieving the control objectives for financial reporting. Based on an the initial evaluation of the overall control structure and in accordance with criteria established in Multilateral Instrument 52-109 the following disclosable weaknesses existed, as at March 31, 2008 and require internal control improvements.

Limited Resources - Segregation of Duties

Given the Company's size it had limited resources within the finance department to adequately segregate duties and to permit or necessitate the comprehensive documentation of all policies and procedures that form the basis of an effective design of ICFR. As a result, the Company is highly reliant on the knowledge of a limited number of employees and on the performance of mitigating procedures during its financial close process to ensure that the consolidated financial statements are presented fairly in all material respects.

Number of Common Shares issued to date - 39,342,894

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