UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2003
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period __ to __
Commission File Number 000-32747
FIRST CYPRESS, INC.
(Exact name of small Business Issuer as specified in its charter)
Nevada 98-0218688
(State or other jurisdiction of IRS Employer Identification No.
incorporation or organization)
349 West Georgia Street, Suite No. 3362
Vancouver, British Columbia V6B 3Y3
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 604-484-2899
First Cypress Technologies, Inc.
501 - 1281 West Georgia Street, Vancouver, British Columbia V6E 3J7
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) 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 issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. [X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 21,550,000 Shares of $.001 par value
Common Stock outstanding as of August 14, 2003.
Forward-Looking Statements:
This quarterly report on Form 10-QSB contains forward-looking statements. First
Cypress, Inc. is referred to herein as "we" or "our." The words or phrases
"would be," "may allow," "intends to," "may likely result," "are expected to,"
"may continue," "is anticipated," "estimate," "project," or similar expressions
are intended to identify "forward-looking statements". Such statements include
those concerning our expected financial performance, our corporate strategy, and
operational plans. Actual results could differ materially from those projected
in the forward-looking statements as a result of a number of risks and
uncertainties, including: (a) intense competition in the short term loan
services market and the mineral exploration business; (b) our ability to
continue our rights under option agreements that convey certain mineral claims
interests to us are contingent upon our ability to make required exploration
expenditures and cash payments, which is further contingent upon our ability to
obtain financing, which we may be unable to obtain; (c) our ability to continue
as a going concern is dependent upon developing our business plan, the
continuing financial support of creditors and stockholders, and obtaining long
term financing as well as achieving revenue producing operations; (d) should we
engage in testing and exploration activities, we will be subject to substantial
exploration and regulation costs that pertain to environmental permitting, air
quality, water quality and wildlife monitoring, safety regulations, claim
filings, and maintenance inspection and monitoring; (e) because we are a
development stage company with a limited operating history and a poor financial
condition, you will be unable to determine whether we will ever become
profitable; (f) although we have conducted our operations for approximately 45
months, we have been unsuccessful in our original business plan of developing an
Internet software program, the EngineMax, or in generating any revenues; (g) we
have no brand name recognition and if we fail to establish a brand name in the
short term alternative financing business, which will require substantial costs,
our potential revenues will be negatively affected; (h) mineral exploration is,
by its very nature, a highly risky and speculative business; (i) we may be
subject to risks of liability regarding our exploration activities, such as
pollution or cave-ins, for which we have no insurance protection; and (j) our
management does not spend full time on our business activities or developing our
Plan of Operations. Statements made herein are as of the date of the filing of
this Form 10-QSB with the Securities and Exchange Commission and should not be
relied upon as of any subsequent date. Unless otherwise required by applicable
law, we do not undertake, and we specifically disclaim any obligation, to update
any forward-looking statements to reflect occurrences, developments,
unanticipated events or circumstances after the date of such statement.
2
PART 1 - FINANCIAL INFORMATION
First Cypress, Inc.
(Formerly First Cypress Technologies, Inc.)
(An Exploration Stage Company)
Financial Statements
For the six-month periods ended
June 30, 2003 and 2002
(Expressed in US Dollars)
Contents
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Financial Statements
Balance Sheets...........................................................4
Statements of Changes in Capital Deficit.................................5
Statements of Operations.................................................6
Statements of Cash Flows.................................................7
Notes to Financial Statements..........................................8-12
3
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First Cypress, Inc.
(Formerly First Cypress Technologies, Inc.)
(An Exploration Stage Company)
Balance Sheets
(Expressed in US Dollars)
- --------------------------------------------------------------------------------
June 30 December 31
2003 2002
- ------------------------------------------------------- ----------- ------------
(Unaudited)
Assets
Current
Cash $ 101 $ -
- ------------------------------------------------------- ----------- ------------
Liabilities and Capital Deficit
Liabilities
Current
Accounts payable and accrued liabilities $ 63,026 $ 41,211
Due to stockholder (Note 2) 205,890 171,973
----------- ------------
Total liabilities 268,916 213,184
----------- ------------
Capital deficit
Share capital
Authorized:
25,000,000 common shares with par value $0.001
Issued:
21,550,000 (2002 - 20,362,500) common shares 21,550 20,363
Additional paid-in capital 133,488 22,187
Deficit accumulated during the exploration stage (423,853) (255,734)
----------- ------------
Total capital deficit (268,815) (213,184)
----------- ------------
Total Liabilities and Capital Deficit $ 101 $ -
- ------------------------------------------------------- ----------- ------------
4
The accompanying notes are an integral part of these financial statements.
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First Cypress, Inc.
(Formerly First Cypress Technologies, Inc.)
(An Exploration Stage Company)
Statements of Changes in Capital Deficit
(Unaudited - Expressed in US Dollars)
- -----------------------------------------------------------------------------------------------
For the period from September 14, 1999 (inception) to June 30, 2003
- -----------------------------------------------------------------------------------------------
Additional
Paid-in Deficit
Capital Accumulated
(Distribution In the Total
Common Stock of Development Capital
Shares Amount Capital) Stage Deficit
- --------------------------------- ----------- --------- ------------- ------------ ------------
Issuance of shares on
incorporation in September 1999
for cash at $0.0002 per share 25,000,000 $ 25,000 $ (20,000) $ - $ 5,000
Issuance of shares for cash in
November 1999 at $0.002 per
share 9,950,000 9,950 9,950 - 19,900
Issuance of shares for cash in
December 1999 at $0.02 per
share 337,500 338 6,412 - 6,750
Net loss for the period - - - (33,298) (33,298)
----------- --------- ------------- ------------ ------------
Balance, December 31, 1999 35,287,500 35,288 (3,638) (33,298) (1,648)
Net loss for the year - - - (108,996) (108,996)
----------- --------- ------------- ------------ ------------
Balance, December 31, 2000 35,287,500 35,288 (3,638) (142,294) (110,644)
Net loss for the year - - - (52,098) (52,098)
----------- --------- ------------- ------------ ------------
Balance, December 31, 2001 35,287,500 35,288 (3,638) (194,392) (162,742)
Issuance and assignment of
common shares in
October 2002 on acquisition of
Money Club Financial business
plan
- common shares transferred
from the Company's
president - - 10,582 - 10,582
- issuance of common shares 75,000 75 243 - 318
Redemption and cancellation of
common shares in October (15,000,000) (15,000) 15,000 - -
2002 for Nil consideration
Net loss for the year - - - (61,342) (61,342)
----------- --------- ------------- ------------ ------------
Balance, December 31, 2002 20,362,500 20,363 22,187 (255,734) (213,184)
Issuance of common shares for
professional services at
$0.085 per share
- in May 2003 750,000 750 63,000 - 63,750
- in June 2003 227,500 227 19,111 - 19,338
Issuance of common shares for
mineral properties and
exploration expenses in May
2003 at $0.14 per share 210,000 210 29,190 - 29,400
Net loss for the period - - - (168,119) (168,119)
----------- --------- ------------- ------------ ------------
Balance, June 30, 2003 21,550,000 $ 21,550 $ 133,488 $ (423,853) $ (268,815)
- --------------------------------- ----------- --------- ------------- ------------ ------------
5
The accompanying notes are an integral part of these financial statements.
- -----------------------------------------------------------------------------------------------
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First Cypress, Inc.
(Formerly First Cypress Technologies, Inc.)
(An Exploration Stage Company)
Statements of Operations
(Unaudited - Expressed in US Dollars)
- -------------------------------------------------------------------------------------------------------
Period from
For the three-month For the six-month September 14
periods ended periods ended 1999
June 30 June 30 (inception)
to June 30
2003 2002 2003 2002 2003
- --------------------------------------- ------------- ----------- ------------ ----------- -------------
Expenses
Business development $ - $ - $ - $ - $ 10,900
Interest and bank charges (Note 2) 3,818 2,473 7,272 4,707 28,834
Management fees (Note 3) 3,000 3,000 6,000 6,000 31,000
Other 675 438 1,407 438 3,566
Professional fees (Note 5) 95,885 5,131 98,680 1,654 261,793
Rent and office services (Note 3) 2,967 1,500 4,467 3,000 22,467
Exploration (Note 4) 48,793 - 50,293 - 50,293
------------- ----------- ------------ ----------- -------------
Loss from continuing operations (155,138) (12,542) (168,119) (15,799) (408,853)
Loss from discontinued operations
(Note 1) - - - - (15,000)
------------- ----------- ------------ ----------- -------------
Net loss for the period $ (155,138) $ (12,542) $ (168,119) $ (15,799) $ (423,853)
- --------------------------------------- ------------- ----------- ------------ ----------- -------------
Loss per share - basic and diluted
- from continuing operations $ (0.01) $ - $ (0.01) $ - $ (0.01)
- discontinued operations - - - - -
------------- ----------- ------------ ----------- -------------
After discontinued operations $ (0.01) $ - $ (0.01) $ - $ (0.01)
- --------------------------------------- ------------- ----------- ------------ ----------- -------------
Weighted average shares outstanding 20,940,467 7,057,500 20,653,080 7,057,500 31,970,436
- --------------------------------------- ------------- ----------- ------------ ----------- -------------
6
The accompanying notes are an integral part of these financial statements.
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First Cypress, Inc.
(Formerly First Cypress Technologies, Inc.)
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited - Expressed in US Dollars)
- ---------------------------------------------------------------------------------------------
Period from
For the six-month September 14
periods ended 1999
June 30 (Inception)
----------------------- to
June 30
2003 2002 2003
- -------------------------------------------------------- ----------- ----------- ------------
Cash flows used in operating activities
Net loss for the period from continuing operations (168,119) (15,799) $ (408,853)
Adjustments to reconcile net loss for the period to
net cash used in operating activities
Interest accrued on the stockholder loan 7,215 4,638 28,408
Common shares issued for business development cost - - 10,900
Common shares issued for professional services 83,088 - 83,088
Common shares issued for exploration expenses 29,400 - 29,400
Increase (decrease) in liabilities
Accounts payable and accrued liabilities 21,815 (12,477) 63,026
----------- ----------- ------------
Cash used in operating activities - continuing
operations (26,601) (23,638) (194,031)
Cash used in operating activities - discontinued
operations - - (15,000)
----------- ----------- ------------
(26,601) (23,638) (209,031)
----------- ----------- ------------
Cash flows from financing activities
Loans from stockholder 26,702 23,569 177,482
Proceeds from issuance of common shares - - 31,650
----------- ----------- ------------
Cash provided by financing activities 26,702 23,569 209,132
----------- ----------- ------------
Increase (decrease) in cash 101 (69) 101
Cash, beginning of period - 317 -
----------- ----------- ------------
Cash, end of period $ 101 $ 244 $ 101
- -------------------------------------------------------- ----------- ----------- ------------
Supplemental information
Interest and taxes paid $ - $ - $ -
- -------------------------------------------------------- ----------- ----------- ------------
Non-cash investing and financing activities
Common stock issued for professional services (Note 5) $ 83,088 $ - $ 83,088
Common stock issued for exploration expenses (Note 5) $ 29,400 $ - $ 29,400
- -------------------------------------------------------- ----------- ----------- ------------
7
The accompanying notes are an integral part of these financial statements.
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First Cypress, Inc.
(Formerly First Cypress Technologies, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in US Dollars)
June 30, 2003 and 2002
- --------------------------------------------------------------------------------
1. Nature of Business and Ability to Continue Operations
First Cypress, Inc (formerly First Cypress Technologies, Inc.) was incorporated
on September 14, 1999 under the laws of the State of Nevada. The Company was in
the process of developing an Internet computer software program known as
EngineMax. The EngineMax computer software program was being designed to
automate the process of submission of Internet web page information to major
Internet search engines. Essentially, software development was suspended in
November 2002 due to cash flow constraints. In October 2002, the Company
acquired certain items constituting the "Money Club Financial" business concept
and business plan. Due to the Company's inability to raise the necessary capital
to further the Money Club business concept, no monies were spent furthering the
business concept from the date of acquisition to June 30, 2003. In February and
April of 2003, the Company entered into two option agreements to acquire mineral
property rights in British Columbia, Canada and is in the process of pursuing
mineral exploration activity. In July 2003, the Company changed its name to
First Cypress, Inc.
The interim financial statements included herein, presented in accordance with
United States generally accepted accounting principles and stated in US dollars,
have been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments, which in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that these
interim financial statements be read in conjunction with the audited financial
statements of the Company for the years ended December 31, 2002 and 2001
included in the Company's 10-KSB Annual Report. The Company follows the same
accounting policies in the preparation of interim reports.
Results of operations for the interim periods are not indicative of annual
results.
These accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities and commitments in the normal course of business. As at June 30,
2003, the Company has recognized no revenue, has accumulated operating losses of
$423,853 since its inception, has a working capital deficiency of $268,815. The
continuation of the Company is dependent upon pursuing and developing a
sustainable business, the continuing financial support of creditors and
stockholders and obtaining long-term financing as well as achieving a profitable
level of operations. Management plans to raise equity capital to finance the
administration and mineral exploration requirements of the Company and to
explore further opportunities with the Money Club Financial business concept. It
is management's intention to raise new equity financing of at least $180,000 in
2003. While the Company is expending its best efforts to achieve the above
plans, there is no assurance that any such activity will generate funds that
will be available for operations. Should the Company not raise the amount
necessary to keep the mineral exploration agreements in good standing (Note 4),
such agreements, and the Company's rights under those agreements, would be
cancelled.
8
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First Cypress, Inc.
(Formerly First Cypress Technologies, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in US Dollars)
June 30, 2003 and 2002
- --------------------------------------------------------------------------------
1. Nature of Business and Ability to Continue Operations - Continued
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. These financial statements do not include any adjustments
relating to the amounts and classification of liabilities that might arise from
this uncertainty.
In connection with the Money Club Financial purchase in October 2002 and the
mineral option agreements entered into during 2003, the Company has discontinued
its involvement in software development related to its Enginemax computer
software program. Such costs related to software development have been
segregated in these financial statements as discontinued operations. The Company
did not incur any costs in 2003 or 2002 in respect of software development. No
revenue was ever earned from software development and there were no assets
existing at June 30, 2003 pertaining to the software development business.
On October 14, 2002, the Company completed a five for one split of its common
stock. The effects of the stock split have been retroactively reflected in these
financial statements.
- --------------------------------------------------------------------------------
2. Due to Stockholder
Amounts due to the Company's President are unsecured and repayable on demand
with interest at 8% per annum. Interest expense accrued in respect of these
advances totalled $7,215 for the six-month period ended June 30, 2003 (2002 -
$4,638).
- --------------------------------------------------------------------------------
3. Related Party Transactions
Related party transactions not disclosed elsewhere in these financial statements
are as follows:
Six-month periods ended
June 30
2003 2002
-----------------------
Rent and office services paid to the
President of the Company $ 3,000 $ 3,000
Management fees paid to the President
of the Company $ 6,000 $ 6,000
Related party transactions are recorded at the exchange amount, being the amount
established and agreed to by the related parties.
9
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First Cypress, Inc.
(Formerly First Cypress Technologies, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in US Dollars)
June 30, 2003 and 2002
- --------------------------------------------------------------------------------
4. Mineral Properties
Exploration costs are charged to operations as incurred until such time that
proven reserves are discovered. From that time forward, the Company will
capitalize all costs to the extent that future cash flows from mineral reserves
equals or exceeds the costs deferred. Any deferred costs will be amortized over
the recoverable reserves when a property reaches commercial production. As at
June 30, 2003, the Company did not have proven reserves. The Company did not
have any mineral properties at December 31, 2002.
Unpaid amounts in respect of the Company's option agreements are not recorded as
a liability since they are payable entirely at the Company's option.
A summary of the Company's mineral exploration projects are as follows:
a) On February 18, 2003, the Company entered into an option agreement whereby
it acquired an exclusive option to purchase a 100% undivided interest in
two mineral claims (the "Cahill Claims") in the Osoyoos Mining Division in
British Columbia, Canada. The option is exercisable upon the payment of
$1,500 (which has been paid), the issuance of 120,000 shares of the
Company's common stock (10,000 shares were issued) and incurring
exploration expenditures of $115,000 in a three-phase exploration program
before July 31, 2004.
On July 25, 2003, the Company entered into an amendment agreement whereby the
dates of the three-phrase exploration program have been extended to July
31, 2005. The issuance of common shares and exploration expenditures are
staged as follows:
Issuance of
Common Exploration
Shares Expenditures
------------------ ----------------
On original agreement (issued) 10,000 $ -
Before November 30, 2003 10,000 5,000
Before July 31, 2004 50,000 10,000
Before July 31, 2005 50,000 100,000
------------------ ----------------
120,000 $ 115,000
------------------ ----------------
During the six months ended June 30, 2003, the Company has issued 10,000 shares
with a value of $1,400 (Note 5) and incurred $1,693 of exploration expenditures
in respect of the Cahill Claims.
10
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First Cypress, Inc.
(Formerly First Cypress Technologies, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in US Dollars)
June 30, 2003 and 2002
- --------------------------------------------------------------------------------
4. Mineral Properties - Continued
b) On April 16, 2003, the Company entered into an option agreement whereby it
acquired an exclusive option to purchase a 70% undivided interest in the
Eddy mineral claims (the "Eddy Claim") in the Fort Steele Mining District
of British Columbia, Canada. The option is exercisable upon the payment of
$1,000 (which has been paid), the issuance of 650,000 shares of common
stock and incurring exploration expenditures of $775,000 in a four-phase
exploration program before April 1, 2007. The issuance of common shares and
exploration expenditures are staged as follows:
Issuance of
Common Exploration
Shares Expenditures
----------------- ----------------
On agreement (issued) 200,000 $ -
Before April 16, 2004 150,000 75,000
Before April 16, 2005 150,000 150,000
Before April 16, 2006 150,000 250,000
Before April 16, 2007 - 300,000
----------------- ----------------
650,000 $ 775,000
During the six months ended June 30, 2003, the Company issued 200,000 shares
having a value of $28,000 (Note 5) and incurred $15,600 of exploration
expenditures in respect of the Eddy Claim.
c) In May 2003, the Company entered into an option agreement whereby it
acquired a 50% interest in the Temagami Diamond Claim units (the "Temagami
Claim") in the Sudbury Mining Division in Ontario, Canada. The option is
exercisable upon cash payments of $43,165 (or CDN$60,000, based on exchange
rate on the date of the agreement) (of which $3,600 or CDN$5,000 has been
paid), $35,970 (or CDN$50,000) of property payments and incurred
exploration expenditures of $179,856 (or CDN$250,000) before June 30, 2004.
The cash and property payments (based on the exchange rate on the date of
the agreement) are scheduled as follows:
Property
Cash Payments Payments
--------------- ------------
On agreement (paid) $ 3,600 $ -
Various dates on or before December 31, 2003 39,565 7,194
On June 1, 2004 - 10,791
On December 31, 2005 - 17,985
--------------- ------------
$ 43,165 $ 35,970
--------------- ------------
The Company also has to incur $179,856 (or CDN$250,000, based on the exchange
rate on the date of the agreement) of exploration expenditures as scheduled
below:
- $71,942 (or CDN$100,000) exploration expenditures within 12 months from
May 15, 2003; and
- $107,914 (or CDN$150,000) exploration expenditures within 12 months
from June 30, 2004.
11
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First Cypress, Inc.
(Formerly First Cypress Technologies, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in US Dollars)
June 30, 2003 and 2002
- --------------------------------------------------------------------------------
4. Mineral Properties - Continued
Due to its inability to raise sufficient capital to meet the cash payment
requirement, the Company has terminated the agreement. The payment of $3,600 has
been charged to exploration expenses in the Statement of Operations.
- --------------------------------------------------------------------------------
5. Share Capital
In May 2003, the Company's Board of Directors approved the 2003 Consulting
Services Plan (the "Plan") whereby 4,200,000 shares of the Company's common
stock may be issued to compensate consultants for services rendered to the
Company pursuant to consulting agreements. Also in May 2003, the Company entered
into two agreements with consultants pursuant to the Plan to obtain legal and
communication services. During the six-month period ended June 30, 2003, the
Company issued 977,500 shares for professional services at $0.085 per share for
a total value of $83,088, based on the quoted market price on the date of the
various service agreements.
During the six-month period ended June 30, 2003, the Company issued 210,000
shares (Notes 4(a) and (b)) of common stock at $0.14 per share (based on the
quoted market price of the Company's common stock on the dates of the respective
agreements) having a total value of $29,400 in accordance to various mineral
property agreements.
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6. Subsequent Event
In July 2003, the Company increased its authorized capital from 25,000,000
common shares to 150,000,000 common shares with a par value of $0.001. The
Company is also authorized to issue up to 100,000,000 undesignated preferred
shares with a par value of $0.001.
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7. New Accounting Pronouncement
On May 15, 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity". SFAS No. 150 changes the accounting for certain financial instruments
that, under previous guidance, could be classified as equity or "mezzanine"
equity, by now requiring those instruments to be classified as liabilities (or
assets in some circumstances) in the statement of financial position. Further,
SFAS No. 150 requires disclosure regarding the terms of those instruments and
settlement alternatives. SFAS No. 150 affects an entity's classification of the
following freestanding instruments: a) Mandatorily redeemable instruments b)
Financial instruments to repurchase an entity's own equity instruments c)
Financial instruments embodying obligations that the issuer must or could choose
to settle by issuing a variable number of its shares or other equity instruments
based solely on (i) a fixed monetary amount known at inception or (ii) something
other than changes in its own equity instruments d) SFAS No. 150 does not apply
to features embedded in a financial instrument that is not a derivative in its
entirety. The guidance in SFAS No. 150 is generally effective for all financial
instruments entered into or modified after May 31, 2003, and is otherwise
effective at the beginning of the first interim period beginning after June 15,
2003.
The implementation of these new standards is not expected to have a material
effect on the Company's financial statements.
12
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Item 2. Management's Discussion and Analysis or Plan of Operations
Forward Looking Statements
The following discussion of our Plan of Operations should be read in conjunction
with our financial statements and related notes. For purposes of this
discussion, the words "we" or "our" refer to First Cypress, Inc. This discussion
contains forward-looking statements as more fully explained on page 2 of this
Form 10-QSB.
Background Information Pertaining to Development of Our Business
We were incorporated on September 14, 1999 under the laws of the State of
Nevada. At our incorporation, we were engaged in the business of developing an
Internet computer software program known as EngineMax, which was intended to
automate the process of submission of Internet web page information to major
Internet search engines. Although we attempted to develop this software program
from September 1999 to October 2002, we suspended these efforts in November
2002, due to our insufficient cash flow and inability to obtain financing to
conduct further development of this software program. As such, during late 2002
and in early 2003, based upon our evaluation of our then current business plan,
we: (a) discontinued software development of the Enginemax computer software
program; (b) adopted a new business plan which we believe will better serve our
interests that is comprised of the Money Club Financial business concept and
certain mineral claims option agreements.
In October 2002, we acquired the "Money Club Financial" business concept,
website, technology and business plan; however, to date we have been unable to
develop the concept, due to our insufficient cash and our inability to obtain
financing for this purpose.
On February 18, 2003, we entered into an option agreement with Locke B.
Goldsmith to acquire a 100% interest in certain mineral claims known as the
"Cahill mineral claims" which cover approximately 926.7 acres in the Osoyoos
Mining Division of the Province of British Columbia. The option is exercisable
upon: (a) the payment of $1,500, which has been paid; (b) the issuance of
120,000 shares of our common stock, 10,000 shares of which have been issued; and
(c) incurring exploration expenditures of $115,000 in a three-phase exploration
program before July 31, 2004. On July 26, 2003, we entered into an amended
agreement in which the dates of the three-phase exploration program have been
extended to July 31, 2005. In this amended agreement, we are required to make
the following common share issuances totaling 120,000 shares: (a) 10,000 shares
upon execution of the agreement, which has already been made; (b) 10,000 shares
before November 30, 2003; (c) 50,000 shares before July 31, 2004; and (d) 50,000
shares before July 31, 2005. In this amended agreement, we are required to make
the following exploration expenditures totaling $115,000: (a) $5,000 on or
before November 30, 2003; (b) a further $10,000 on or before July 31, 2004; and
(c) a further $100,000 on or before June 30, 2005. To date, we have incurred
$1,693 of exploration expenditures related to the Cahill claims and issued
10,000 shares. Should we fail to issue the required shares or make the required
expenditures, the agreement may be terminated and we will have no further
interest in the mineral claims. Our ability to make the required exploration
expenditures is contingent upon our ability to obtain financing, which we may be
unable to obtain.
13
On April 16, 2003, we entered into an option agreement with Ruby Red Resources,
Inc. to acquire a 70% undivided interest in certain mineral claims known as the
"Eddy mineral claims" which cover approximately 7,000 acres in the Fort Steele
Mining Division of the Province of British Columbia. The option is exercisable
upon the payment of $1,000, which has been paid, the issuance of 650,000 shares
of common stock and incurring exploration expenditures of $775,000 in a
four-phase exploration program before April 1, 2007. The $775,000 of exploration
expenditures are required to be made, as follows: (a) $75,000 before April 16,
2004; (b) $150,000 before April 16, 2005; (c) $250,000 before April 16, 2006;
and (d) $300,000 before April 16, 2007. The share issuances totaling 650,000
shares are required to be made, as follows: (a) 200,000 shares upon execution of
the agreement, which has been made; (b) 150,000 shares before April 16, 2004;
(c) 150,000 shares before April 16, 2005; and (d) 150,000 shares before April
16, 2006. Should we fail to issue the shares or make the required expenditures,
the agreement may be terminated and we will have no further interest in the
mineral claims. Our ability to make the required exploration expenditures is
contingent upon our ability to obtain financing, which we may be unable to
obtain. To date, we have issued 200,000 shares to Ruby Red Resources, Inc. and
incurred $15,600 of exploration expenditures regarding the Eddy Claims.
On May 10, 2003, we entered into an option agreement with Tres-Or Resources Ltd.
to acquire a 50% interest in approximately 100 mining claim units in Riddell and
Askin Townships, comprising the Temagami Diamond Project within the Sudbury
Mining Division of Ontario. The option agreement is exercisable upon cash
payments of $43,165 due before December 31, 2003, of which $3,600 ($5,000
Cdn)has been paid, $35,970 ($50,000 Cdn) of property payments due at various
dates until December 31, 2005 and incurred exploration expenditures of $179,856
($250,000 Cdn) required to be made before June 30, 2004. Due to our inability to
raise sufficient capital to meet the cash payment requirement, we terminated
this agreement.
Plan of Operations
We have earned no revenues since our inception. We have not attained profitable
operations since inception. We do not have sufficient capital to meet our
obligations for the next twelve months. As a result, we are dependent for our
short term needs upon financing from our management or shareholders; however, we
have no agreements with our management or shareholders which would ensure that
we receive any such financing. To sustain our operations in the near future and
to accomplish our Plan of Operations, we will need funding from other sources.
We anticipate that any additional funding will involve the sale of our common
stock. We plan to raise $180,000 from the sale of our common stock to accredited
investors in private placement transactions to cover our minimum cash
requirements; however, we may be unable to raise such funds. In addition, it is
unlikely that we will receive revenues from the operations concerning the Cahill
and Eddy mineral claims over the next twelve months.
14
If we do not raise the financing necessary to enable us to complete the
exploration expenditures required under the option agreements for the Cahill and
for the Eddy mineral claims, our options will terminate and we will lose all our
rights and interest in the Cahill and Eddy properties. If we do not secure
additional financing to incur the required exploration expenditures, we may
consider entering into joint venture agreements to provide the required funding.
We cannot provide investors with any assurance that we will be able to locate
joint venture partners that will assist us in funding the exploration of the
Cahill and Eddy mineral claims.
Our Plan of Operations, which will occur over the twelve month period ending
December 31, 2003, is contingent upon receiving adequate financing, as follows:
Annual
Type Expenditures Estimated Amount
- ------------------- -------------------
Hiring Consultant - $ 10,000
Evaluation of Money
Club Financial business
concept
- ------------------- -------------------
Cahill Option
Expenditures $ 32,400
- ------------------- -------------------
Eddy Option
Expenditures $ 75,562
- ------------------- -------------------
Operating Expenses * $ 60,000
- ------------------- -------------------
Total $ 177,962
===================
* Operating Expenses include office rent, utilities, and legal and accounting
expenses.
Should we obtain sufficient financing, our Plan of Operations over a period of
twelve months will be the following:
Independent Consultant Evaluation
Engage an independent consultant or personnel with experience or expertise in
the short term loan business to evaluate the development of the Money Club
financial business concept. Based on the consultant's evaluation, we plan to
develop the "Money Club Financial" business. We anticipate that the Plan of
Operations pertaining to this business will include opening store locations,
obtaining additional minimum financing of $100,000 to commence loans to
customers, and offering our services and conducting advertising via the
Internet. Only if we complete our evaluation and development of this business
concept and we have sufficient financial resources to do so, will we
commercialize this concept.
15
We currently have minimal cash reserves and a significant working capital
deficit. Accordingly, our ability to pursue our Plan of Operations is contingent
on our being able to obtain funding for the "MoneyClub Financial" business.
There are no assurances that we will be successful in obtaining such financing.
No amounts were spent during the six-month period ended June 30, 2003 regarding
the Money Club Financial business.
Exploration Expenditures - Cahill Option Agreement
Under the Cahill Option Agreement, we are required to make certain expenditures
relating to the property, including among other things, expenditures for road
construction, reclamation, drill site preparation, diamond drilling, engineering
As of June 30, 2003, we have incurred $1,693 of exploration expenditures
regarding the Cahill mining claims.
Exploration Expenditures - Eddy Option Agreement
Under the Eddy Option Agreement, we are required to make certain expenditures
relating to the property, including among other things, expenditures for claim
staking, access improvement, trenching, brushing, prospecting/geological
orientation/rock sampling, soil geochemical sampling, detailed geological
mapping, and drill core assays.
As of June 30, 2003, we have incurred $15,600 of exploration expenditures
regarding the Eddy claims.
Explore other Option Agreements for Mineral Properties
Our President will explore other possible option agreements in which we may be
able to acquire mineral claims or properties. If we are successful in completing
such agreements, we plan to conduct mineral testing on the properties and
develop possible mineral reserves; however, any such testing and development is
contingent upon our ability to receive adequate financing.
Explore other Business Opportunities.
Our President will continually explore other business opportunities. In
addition, if we do not have the financial resources to meet our financial
obligations under the mineral option agreements, our President will investigate
entering into joint venture agreements that may permit us to meet such
obligations.
16
Ability to Continue as a Going Concern.
Our ability to continue as a going concern is dependent upon pursuing and
developing a sustainable business, the continuing financial support of creditors
and stockholders and obtaining long term financing as well as achieving revenue
producing operations. Although we plan to raise equity capital to finance our
administration and mineral exploration requirements and to develop and promote
the Money Club Financial business concept, we may be unable to obtain such
financing. Should we fail to raise funds from an equity offering or otherwise
obtain financing, the option agreements referred to above will be cancelled and
we will have no further interest in the mineral claims.
Revenues.
We cannot determine whether our future revenues will ever be sufficient to
produce a positive cash flow or result in net profits. You should carefully
consider the discussion appearing below under "Liquidity and Capital Resources".
Since our inception through June 30, 2003, we have earned no revenues. We do not
expect to earn significant operating revenue in the foreseeable future. Our
losses are expected to continue, principally as a result of general and
administrative expenses and mineral exploration costs.
Liquidity and Capital Resources.
As of June 30, 2003, we had limited cash resources of only $101. We do not have
any other internal sources of working capital. All required administrative
expenses are currently being paid by our President subject to reimbursement.
We did not receive any revenues during the six months ended June 30, 2003. We do
not anticipate earning revenues until such time as we have entered into
commercial production of our mineral properties or our short term loan business
becomes operational, if ever. We can provide no assurance that we will discover
commercially exploitable levels of mineral resources on our properties, or if
such resources are discovered, that we will enter into commercial production.
In order to explore other business opportunities and pursue our existing
business plan, we are dependent upon the continuing financial support of
creditors and stockholders until such time when we are successful, if ever, in
raising equity capital through the sale of our common stock. This financing
would cause existing shareholders to experience dilution of their interest in
our common stock.
17
Since our inception, our operating expenses have exceeded our revenues, which
has been $0. We have insufficient working capital to fund our planned growth and
ongoing operating expenses. As a result, we expect to continue to experience
significant negative operating cash flow for the foreseeable future. Our
existing working capital will not be sufficient to fund the continued
implementation of our plan of operations during the next 12 months and to meet
our general operating expenses. We are unable to predict at this time the exact
amount of additional working capital we will require; however, in order to
provide any additional working capital which we may require, in all likelihood
we will be required to raise additional capital through the sale of equity
securities. We currently have no commitments to provide us with any additional
working capital. If we do not have sufficient working capital to implement our
plan of operations described above, it is likely that we will have to cease
operations.
We have no alternative Plan of Operations. In the event that we do not receive
financing or our financing is inadequate or if we do not adequately implement an
alternative plan of operations that enables us to conduct operations without
having received adequate financing, we may have to liquidate our business and
undertake any or all of the following actions:
o Sell or dispose of our assets, if any;
o Pay our liabilities in order of priority, if we have available cash to
pay such liabilities;
o If any cash remains after we satisfy amounts due to our creditors,
distribute any remaining cash to our shareholders in an amount equal
to the net market value of our net assets;
o File a Certificate of Dissolution with the State of Nevada to
dissolve our corporation and close our business;
o Make the appropriate filings with the Securities and Exchange
Commission so that we will not longer be required to file periodic and
other required reports with the Securities and Exchange Commission,
if, in fact, we are a reporting company at that time; and
o Make the appropriate filings with the National Association of Security
Dealers to affect a delisting of our common stock.
Based upon our current assets, however, we will not have the ability to
distribute any cash to our shareholders.
If we have any liabilities that we are unable to satisfy and we qualify for
protection under the U.S. Bankruptcy Code, we may voluntarily file for
reorganization under Chapter 11 or liquidation under Chapter 7. Our creditors
may also file a Chapter 7 or Chapter 11 bankruptcy action against us. If our
creditors or we file for Chapter 7 or Chapter 11 bankruptcy, our creditors will
take priority over our shareholders. If we fail to file for bankruptcy under
Chapter 7 or Chapter 11 and we have creditors, such creditors may institute
proceedings against us seeking forfeiture of our assets, if any.
We don't know and cannot determine which, if any, of these actions we will be
forced to take.
If any of these foregoing events occur, you could lose your entire investment in
our shares.
18
Critical Accounting Policies
Going Concern
These financial statements have been prepared on a going concern basis which
assumes that adequate sources of financing will be obtained as required and that
our assets will be realized and liabilities settled in the ordinary course of
business. Accordingly, these financial statements do not include any adjustments
related to the recoverability of assets and classification of assets and
liabilities that might be necessary should we be unable to continue as a going
concern.
In order for us to continue as a going concern, we require additional financing.
There can be no assurance that additional financing will be available to us when
needed or, if available, that it can be obtained on commercially reasonable
terms.
Use of Estimates
The preparation of financial statements in accordance with United States
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could materially differ from these estimates.
Mineral Exploration Costs
Exploration costs are charged to operations as incurred until such time that
proven reserves are discovered. From that time forward, the Company will
capitalize all costs to the extent that future cash flow from mineral reserves
equals or exceeds the costs deferred. Any deferred costs will be amortized over
the recoverable reserves when a property reaches commercial production. As of
June 30, 2003 , the Company did not have proven reserves.
Unpaid amounts in respect of the Company's option agreements are not recorded as
a liability since they are payable entirely at the Company's option.
19
New Accounting Pronouncement
On May 15, 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity". SFAS No. 150 changes the accounting for certain financial instruments
that, under previous guidance, could be classified as equity or "mezzanine"
equity, by now requiring those instruments to be classified as liabilities (or
assets in some circumstances) in the statement of financial position. Further,
SFAS No. 150 requires disclosure regarding the terms of those instruments and
settlement alternatives. SFAS No. 150 affects an entity's classification of the
following freestanding instruments: a) Mandatorily redeemable instruments b)
Financial instruments to repurchase an entity's own equity instruments c)
Financial instruments embodying obligations that the issuer must or could choose
to settle by issuing a variable number of its shares or other equity instruments
based solely on (i) a fixed monetary amount known at inception or (ii) something
other than changes in its own equity instruments d) SFAS No. 150 does not apply
to features embedded in a financial instrument that is not a derivative in its
entirety. The guidance in SFAS No. 150 is generally effective for all financial
instruments entered into or modified after May 31, 2003, and is otherwise
effective at the beginning of the first interim period beginning after June 15,
2003. The implementation of these new standards is not expected to have a
material effect on our financial statements.
ITEM 3. CONTROLS AND PROCEDURES.
As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to the filing date of this report. This evaluation was carried out under the
supervision and with the participation of our President/ Chief Executive
Officer, Robert Rosner. Based upon that evaluation, our President/Chief
Executive Officer concluded that our disclosure controls and procedures are
effective in timely alerting management to material information relating to us
required to be included in our periodic SEC filings. There have been no
significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date we carried out our
evaluation.
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed our reports filed
or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including our President/Chief
Executive Officer, to allow timely decisions regarding required disclosure.
20
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
On July 17, 2003, in connection with our shareholder meeting held on June 26,
2003, we amended our articles of incorporation to: (a) increase our authorized
shares of common stock from 25,000,000 shares to 150,000,000 shares; and (b) to
authorize us to issue 100,000,000 shares of preferred stock with such rights,
preferences and terms as determined from time to time by our Board of Directors.
On May 15, 2003, 2003, we issued 10,000 shares of our common stock to Locke B.
Goldsmith. These shares were issued to Mr. Goldsmith in conjunction with our
February 18, 2003, option agreement with Mr. Goldsmith. We relied upon Section
4(2) of the Act for the sale. We believed that Section 4(2) was available
because the sale did not involve a public offering and there was no general
solicitation or general advertising involved in the sale. Mr. Goldsmith had a
pre-existing relationship with Robert Rosner, our Officer and Director. Mr.
Goldsmith represented to us that he was purchasing the shares for investment
purposes without a view towards resale. We placed legends on the stock
certificate stating that the securities were not registered under the
Securities Act and set forth the restrictions on their transferability and sale.
Mr. Goldsmith was given access to all information about us and was given the
ability to meet with our management to discuss and ask questions of and receive
answers from them concerning the terms and conditions of this Offering and to
obtain any additional information he deemed necessary. We determined that Mr.
Goldsmith was either accredited or sophisticated enough to make the investment
in our common stock because Mr. Goldsmith: (a) was provided with extensive
information about us; and (b) represented that he was an "accredited investor"
and had sufficient knowledge and experience in business and financial matters to
make an informed decision regarding the risks and merits of an investment in our
common stock. Because Mr. Goldsmith was given the opportunity to receive all
information about us upon request, he had access to the type of information
which would be provided in a prospectus.
On May 15, 2003, we issued 200,000 shares of our common stock to Ruby Red
Resources, Inc. These shares were issued to Ruby Red Resources in conjunction
with our April 2003 option agreement with Ruby Red Resources. We relied upon
Section 4(2) of the Act for the sale. We believed that Section 4(2) was
available because the sale did not involve a public offering and there was no
general solicitation or general advertising involved in the sale. Ruby Red
Resources' President, Mr. Adam Smith, had a pre-existing relationship with
Robert Rosner, our Officer and Director. Mr. Smith represented to us that he was
purchasing the shares for investment purposes without a view towards resale. We
placed legends on the stock certificates stating that the securities were not
registered under the Securities Act and set forth the restrictions on their
transferability and sale. Mr. Smith was given access to all information about us
and was given the ability to meet with our management to discuss and ask
questions of and receive answers from them concerning the terms and conditions
of this Offering and to obtain any additional information he deemed necessary.
We determined that Mr. Smith was either accredited or sophisticated enough to
make the investment in our common stock because Mr. Smith: (a) was provided with
extensive information about us; and (b) represented that he was an "accredited
investor" and had sufficient knowledge and experience in business and financial
matters to make an informed decision regarding the risks and merits of an
investment in our common stock. Because Mr. Smith was given the opportunity to
receive all information about us upon request, he had access to the type of
information which would be provided in a prospectus.
21
Item 3. Defaults upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
On June 26, 2003, our shareholders, at a special meeting of our shareholders
voting by proxy, approved the following proposals:
(1) an amendment of our Articles of Incorporation to increase the authorized
number of our shares of common stock from 25,000,000 shares to 150,000,000
shares;
(2) an amendment of our Articles of Incorporation to authorize us to issue
100,000,000 shares of undesignated preferred stock, par value $. 001;
(3) an amendment of our Articles of Incorporation to change our name from First
Cypress Technologies, Inc. to First Cypress Inc.;
(4) an amendment and restatement of our Bylaws to allow action to be taken by
written consent of stockholders without a meeting of the stockholders; and
(5) an amendment and restatement of our Bylaws to allow our Board of Directors
to amend our Bylaws by a majority vote of our Board of Directors.
Our Board of Directors unanimously approved each of the five proposals to be
placed before our stockholders at the Special Meeting and unanimously
recommended that our stockholders vote in favor of each of those proposals.
We received seven completed proxies from our shareholders, with a total of
13,130,500 shares representing 61.58% of our shares outstanding voting in favor
of the proposals outlined above in (1) - (5). Of these shares, we received 2
completed proxies from 2 brokers on behalf of 2 of our stockholders, with a
total of 951,500 shares voted in favor or all the proposals outlined above in
(1) - (5). There were no abstentions and no broker non-votes of the proxies
which were returned, as described immediately above.
Item 6. Exhibits and Reports on Form 8-K.
EXHIBITS
Exhibit
Number Description of Exhibit
- -------------- -------------------------------------------------------------
10.3 Option Agreement, Cahill Mineral Claims(1)
10.3 Option Agreement, Eddy Mineral Claims(2)
10.4 Option Amendment Agreement, Cahill Mineral Claims
31.1 Section 302 certification
32.1 Section 906 certification
- --------------------------------------------------------------------------------
(1) Previously filed with the Securities and Exchange Commission as an
exhibit to the Form 8-K dated March 5, 2003.
(2) Previously filed with the Securities and Exchange Commission as an
exhibit to the Form 8-K dated April 21, 2003.
22
REPORTS ON FORM 8-K
On March 5, 2003, on a Form 8-K, we reported with the US Securities and Exchange
Commission that we had entered into an option agreement to acquire 100% interest
in the Cahill mineral claims covering approximately 926.7 acres in the Osoyoos
Mining Division of the Province of British Columbia from Locke B. Smith.
On April 21, 2003, on a Form 8-K, we reported with the US Securities and
Exchange Commission that we had entered into an option agreement to acquire 70%
undivided interest in the Eddy mineral claims covering approximately 7,000 acres
in the Fort Steele Mining Division of the Province of British Columbia from Ruby
Red Resources, Inc.
On May 22, 2003, on a Form 8-K, we reported with the US Securities and Exchange
Commission that we had completed a preliminary agreement to earn a 50% interest
in certain mining claims in the Temagami Diamond Claim within the Sudbury Mining
Division of Northeastern Ontario, Canada and that we announced the appointment
of Harvey Lalach as Director and Chief Financial Officer.
On or about June 12, 2003, the Company filed a Form 8-K stating that even though
the Company approved the appointment of Harvey Lalach as its Director and Chief
Financial Officer, Mr. Lalach declined to accept these appointments, and as
such, Mr. Lalach did not become the Company's Director or Chief Financial
Officer. This Form 8-K further states that the Company's Board of Directors
remains Robert Rosner and John Kowalchuk and its Chief Financial Officer remains
Robert Rosner.
23
SIGNATURE
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 CYPRESS, INC.
By: /s/ ROBERT ROSNER
ROBERT ROSNER, President, Chief Executive Officer,
Principal Accounting Officer, and Director
Date: August 19, 2003
24
