10-Q 1 mar0910q4-09.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q |X| Quarterly Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange Act Of 1934 For the quarterly period ended March 31, 2009 | | Transition Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of 1934 For the transition period from __________ to __________ COMMISSION FILE NUMBER 000-52828 CYPRIUM RESOURCES INC. (Exact name of registrant as specified in its charter) NEVADA 98-0521119 ------------------------------- ------------------------------------- (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 302 Washington St., Suite 513 San Diego, CA 92103 ----------------------------------- (Address of principal executive offices, including zip code) (619) 279-7215 -------------------------------- (Issuer's telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer," "non-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) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X No ___ State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 3,625,000 shares of common stock as of April 30, 2009. CYPRIUM RESOURCES, INC. (A Development Stage Company) Balance Sheet December March 31, 31, 2009 2008 ------------------------ (Unaudited) ASSETS Current Assets Cash $ - $ 3,409 ----------- ----------- Total Current Assets - 3,409 ----------- ----------- Total Assets $ - $ 3,409 =========== =========== LIABILITIES AND SHAREHOLDERS' DEFICIT Current Liabilities Accounts Payable - 225 ----------- ----------- $ - $ 225 ----------- ----------- Non Current Assets Loans from Officer $ - $ - ----------- ----------- Total Non Current Assets $ - $ - ----------- ----------- Total Liabilities $ - $ 225 ----------- ----------- Shareholders' Equity Common Stock, $0.001 par value; authorized 75,000,000 shares; issued and outstanding 3,625,000 shares as at March 31, 2008; 3,625,000 shares as at March 31, 2009 $ 3,625 $ 3,625 Additional Paid-In Capital 58,875 58,875 Deficit accumulated during the development stage (62,500) (59,316) ----------- ----------- Total Shareholders' Equity $ - $ 3,184 ----------- ----------- Total Liabilities and Shareholders' Equity $ - $ 3,409 =========== =========== The accompanying notes are an integral part of these financial statements. F-1 CYPRIUM RESOURCES, INC. (A Development Stage Company) Statement of Operations (Unaudited) For the For the Period Three Months Ended of Inception March 31, Jan. 1, 2006 ------------------- to March 31, 2008 2009 2009 ---- ---- -------------- Revenue $ - $ - $ - Cost of Sales - - - ----------- ----------- ----------- Operating Income - - - ----------- ----------- ----------- General and Administrative Expenses: Mining Leases - - 15,650 Consulting 300 2,671 36,273 Professional Fees 1,425 500 6,975 Licenses & Permits - - 750 Other Administrative Expenses 48 13 2,852 ----------- ----------- ----------- Total General and Administrative Expenses 1,773 3,184 62,500 ----------- ----------- ----------- Net Loss $ (1,773) $ (3,184) $ (62,500) =========== =========== =========== Loss Per Common Share: Basic and Diluted $ (0.000) $ (0.001) =========== =========== Weighted Average Shares Outstanding, Basic and Diluted: 3,625,000 3,625,000 =========== =========== The accompanying notes are an integral part of these financial statements. F-2 CYPRIUM RESOURCES, INC. (A Development Stage Company) Statement of Cash Flows -------------------------------------------------------------------------------- (Unaudited) For the For the Period Three Months Ended of Inception March 31, Jan. 1, 2006 ------------------- to March 31, 2008 2009 2009 ---- ---- -------------- Cash flows from operating activities: Net loss $ (1,773) $ (3,184) $ (62,500) ----------- ----------- ----------- Adjustments to reconcile net loss to net cash used by operating activities: Change in operating assets and liabilities: Increase in accounts payable and accrued liabilities (225) ----------- ----------- ----------- Net cash (used by) operating activities (1,773) (3,409) (62,500) ----------- ----------- ----------- Cash flows from investing activities - - - ----------- ----------- ----------- Net cash (used by) investing activities - - - ----------- ----------- ----------- Cash flows from financing activities: Common stock issued for cash - - 57,500 Contributed Capital - - 5,000 Due to related parties - - - ----------- ----------- ----------- Net cash (used) provided by financing activities - - 62,500 ----------- ----------- ----------- Net increase (decrease) in cash (1,773) (3,409) - Cash, beginning of the period 21,537 3,409 - ----------- ----------- ----------- Cash, end of the period $ 19,764 $ - $ - =========== =========== =========== Supplemental cash flow disclosure: Interest paid $ - $ - $ - =========== =========== =========== Taxes paid $ - $ - $ - =========== =========== =========== The accompanying notes are an integral part of these financial statements. F-3 CYPRIUM RESOURCES, INC. (A Development Stage Company) Statement of Shareholders' Equity -------------------------------------------------------------------------------- (Unaudited) Common Stock Deficit --------------------- Accumulated Total Number Additional during the Shareholders' of Paid-In Development Equity Shares Amount Capital Stage (Deficit) ------ ------ ---------- ----------- ------------- Inception, January 1, 2006 - $ - $ - $ - $ - Common stock issued for cash, January 10, 2007 @ $0.01 per share 1,500,000 1,500 13,500 15,000 Common stock issued for cash, May, 2007 @ $0.02 per share 1,325,000 1,325 25,175 26,500 Common stock issued for cash, June, 2007 @ $0.02 per share 800,000 800 15,200 16,000 Net loss for the year ended December 31, 2007 (36,063) (36,063) ---------- ---------- ---------- ---------- ---------- Balances, December 31, 2007 3,625,000 $ 3,625 $ 53,875 $ (36,063) $ 21,437 Capital contributed November 26, 2008 5,000 5,000 Net loss for the year ended December 31, 2008 (23,253) (23,253) ---------- ---------- ---------- ---------- ---------- Balances, December 31, 2008 3,625,000 $ 3,625 $ 58,875 $ (59,316) $ 3,184 Net loss for the three months ended March 31, 2009 (3,184) (3,184) ---------- ---------- ---------- ---------- ---------- 3,625,000 $ 3,625 $ 58,875 $ (62,500) $ - ========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements. F-4 Cyprium Resources, Inc. (A Developmental Stage Company) Notes to Financial Statements March 31, 2009 1. Corporate Overview Organization Cyprium Resources, Inc. (the "Company") was incorporated under the laws of the State of Nevada December 22, 2006. The Company was formed for mineral exploration in the United States. Current Business of the Corporation On January 15, 2007 the Company entered into a 20 year lease agreement with the owner of 10 mining claims situated in Utah, known as the King claims. The lease was maintained current through September 30, 2008, however mining activities were limited. The Company has terminated the lease. Change in Officers and Directors On September 9, 2008, John Sutherland resigned as President, Chief Financial Officer and Secretary of the Company. By Board resolution on the same date, Stephen H. Clevett was appointed to these offices. Mr. Clevett resigned September 24, 2008. On that date Robert Shea was appointed President, Chief Financial Officer, Treasurer and a Director. On January 16, 2009 Robert Shea resigned as an officer and director of the Company. On January 16, 2009 Jeffrey A. Collins was appointed as the President, Principal Financial Officer and Secretary of the Company, and as the Company's sole director. Change in Corporation Offices In September, 2008 the Company moved its offices to Beijing in anticipation of business operations in China. The decision was made subsequently to return the corporate office to the United States. 2. Summary of Significant Accounting Policies Basis of Presentation --------------------- The financial statements of the Company have been prepared using the accrual basis of accounting in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. F-5 Use of Estimates ---------------- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Significant estimates made by management are, among others, realizability of long-lived assets, deferred taxes and stock option valuation. The financial statements have, in management's opinion, been properly prepared within the reasonable limits of materiality and within the framework of the significant accounting. Income Taxes ------------ The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company generated a deferred tax credit through net operating loss carryforward. However, a valuation allowance of 100% has been established, as the realization of the deferred tax credits is not reasonably certain, based on going concern considerations outlined as follows. Going Concern ------------- The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its plans to engage a working interest partner, in order to eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classifications or liabilities or other adjustments that might be necessary should the Company be unable to continue as a going concern. F-6 Development-Stage Company ------------------------- The Company is considered a development-stage company, with limited operating revenues during the periods presented, as defined by Statement of Financial Accounting Standards ("SFAS") No. 7. SFAS. No. 7 requires companies to report their operations, shareholders deficit and cash flows since inception through the date that revenues are generated from management's intended operations, among other things. Management has defined inception as January 1, 2007. Since inception, the Company has incurred an operating loss of $62,500 The Company's working capital has been generated through the sales of common stock. Management has provided financial data since January 1, 2007, "Inception" in the financial statements, as a means to provide readers of the Company's financial information to make informed investment decisions. Basic and Diluted Net Loss Per Share ------------------------------------ Net loss per share is calculated in accordance with SFAS 128, Earnings Per Share for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilative convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby we used to purchase common stock at the average market price during the period. The Company has no potentially dilutive securities outstanding as of March 31, 2009. The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computations for the three months ended March 31, 2009 2008 ---- ---- Numerator: --------- Basic and diluted net loss per share: Net Loss $ (3,184) $ (1,773) Denominator ----------- Basic and diluted weighted average number of shares outstanding 3,625,000 3,625,000 Basic and Diluted Net Loss Per Share $ (0.001) $ (0.000) ------------------------------------- F-7 3. Capital Structure During the period from inception through March 31, 2009, the Company entered into the following equity transactions: January 10, 2007: Sold 1,500,000 shares of common stock at $.01 per share for $15,000. During May 2007: Sold 1,325,000 shares of common stock at $.02 per share for $26,500. During June 2007: Sold 800,000 shares of common stock at $0.02 per share, realizing $16.000 Capital contributed November 26, 2008: $5,000 As of March 31, 2009, the Company has authorized, 75,000,000 of $0.001 par common stock, of which 3,625,000 shares were issued and outstanding. 4. Commitments There are no financial commitments as of March 31, 2009. 5. Contingencies, Litigation There were no loss contingencies or legal proceedings against the Company with respect to matters arising in the ordinary course of business. Neither the Company nor any of its officers or directors is involved in any other litigation either as plaintiffs or defendants, and have no knowledge of any threatened or pending litigation against them or any of the officers or directors. F-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation Cyprium was incorporated in December 2006. During the period from its incorporation through December 31, 2008 Cyprium did not generate any revenue and incurred $6,650 in exploration expenses and $16,603 in operating and general administration expenses. Since its inception, Cyprium has financed its operations through the private sale of its common stock. Cyprium does not have any commitments or arrangements from any person to provide Cyprium with any additional capital. In January 2007 Cyprium leased ten mining claims from an unrelated third party. These claims were located in Piute County, Utah. The mining lease was for a twenty year term and required Cyprium to pay a royalty to the lessor equal to 2.5% of the net smelter returns from the sale of any minerals extracted from the claims. Minimum royalty payments of $4,500 were also required each year during the term of the lease. On November 1, 2008 the mining lease was terminated by the mutual agreement of Cyprium and the lessor. As of March 31, 2009 Cyprium was not conducting any business. See Note 2 to the financial statements included as part of this report for a description of Cyprium's accounting policies and recent accounting pronouncements. Item 4. Controls and Procedures. (a) Cyprium maintains a system of controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended ("1934 Act"), is recorded, processed, summarized and reported, within time periods specified in the SEC's rules and forms and to ensure that information required to be disclosed by Cyprium in the reports that it files or submits under the 1934 Act, is accumulated and communicated to Cyprium's management, including its Principal Executive and Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of March 31, 2009, Cyprium's Principal Executive and Financial Officer evaluated the effectiveness of the design and operation of Cyprium's disclosure controls and procedures. Based on that evaluation, the Principal Executive and Financial Officer concluded that Cyprium's disclosure controls and procedures were effective. (b) Changes in Internal Controls. There were no changes in Cyprium's internal control over financial reporting during the quarter ended March 31, 2009, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. PART II Item 6. Exhibits Exhibits 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act. SIGNATURES Pursuant to the requirements 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. CYPRIUM RESOURCES, INC. April 30, 2009 By: /s/ Jeffrey A. Collins ------------------------------ Jeffrey A. Collins, President and Principal Executive, Financial and Accounting Officer