SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended December 31, 2008
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 000-52828
CYPRIUM RESOURCES, INC.
-------------- ------------------------
(Exact name of registrant as specified in its charter)
Nevada 98-0521119
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
302 Washington St., Suite 513
San Diego, California 92103
-------------------------------------- ---------
(Address of Principal Executive Office) Zip Code
Registrant's telephone number, including Area Code: __________________
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ]
Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act): [X] Yes [ ] No
The aggregate market value of the voting stock held by non-affiliates of the
Company on June 30, 2008 was -0-.
As of March 31, 2009, the Company had 3,625,000 issued and outstanding shares of
common stock.
Documents incorporated by reference: None
ITEM 1. BUSINESS
--------
Cyprium Resources, Inc. ("Cyprium") plans to explore and develop mining
properties which may be productive of gold, silver, copper, lead or zinc.
Cyprium was incorporated in Nevada in December 2006 and is in the exploration
stage.
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.
General
Cyprium's office is provided free of charge by its President Jeffrey
Collins.
As of March 31, 2009 Cyprium did not have any full time employees.
Cyprium does not have a website.
ITEM 2. DESCRIPTION OF PROPERTY
-----------------------
See Item 1 of this report.
ITEM 3. LEGAL PROCEEDINGS.
-----------------
Cyprium is not involved in any legal proceedings and Cyprium does not know
of any legal proceedings which are threatened or contemplated.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not Applicable.
ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
-----------------------------------------------------------------------
OTHER SHAREHOLDER MATTERS.
--------------------------
Although Cyprium's common stock has been quoted on the OTC Bulletin Board
under the symbol "CYIM" since November 7, 2007, as of March 31, 2009 there was
no public trading market for Cyprium's common stock.
2
Trades of Cyprium's common stock, should a market ever develop, will be
subject to Rule 15g-9 of the Securities Exchange Act of 1934, which rule imposes
certain requirements on broker/dealers who sell securities subject to the rule
to persons other than established customers and accredited investors. For
transactions covered by the rule, brokers/dealers must make a special
suitability determination for purchasers of the securities and receive the
purchaser's written agreement to the transaction prior to sale. The Securities
and Exchange Commission also has rules that regulate broker/dealer practices in
connection with transactions in "penny stocks". Penny stocks generally are
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in that security is provided by the exchange or system). The penny
stock rules require a broker/ dealer, prior to a transaction in a penny stock
not otherwise exempt from the rules, to deliver a standardized risk disclosure
document prepared by the Commission that provides information about penny stocks
and the nature and level of risks in the penny stock market. The broker/dealer
also must provide the customer with current bid and offer quotations for the
penny stock, the compensation of the broker/dealer and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer's account. The bid and offer quotations, and
the broker/dealer and salesperson compensation information, must be given to the
customer orally or in writing prior to effecting the transaction and must be
given to the customer in writing before or with the customer's confirmation.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for Cyprium's common stock.
As of March 31, 2009 Cyprium had 3,625,000 outstanding shares of common
stock and 36 shareholders.
As of March 31, 2009 Cyprium did not have any outstanding warrants,
options or securities convertible into shares Cyprium's common stock.
With the exception of 1,500,000 shares held by Jeffrey Collins, Cyprium's
sole officer and director, all outstanding shares of Cyprium are freely
tradable.
Holders of common stock are entitled to receive dividends as may be
declared by the Board of Directors. Cyprium's Board of Directors is not
restricted from paying any dividends but is not obligated to declare a dividend.
No dividends have ever been declared and it is not anticipated that dividends
will ever be paid.
During the year ended December 31, 2008 Cyprium did not purchase any
shares of its common stock from third parties in a private transaction or as a
result of any purchases in the open market. None of Cyprium's officers or
directors, nor any of its principal shareholders purchased any shares of its
common stock from third parties in a private transaction or as a result of
purchases in the open market during the year ended December 31, 2008.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
3
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN 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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS
See the financial statements attached to this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
---------------------------------------------
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Under the direction and with the participation of Cyprium's management,
Cyprium carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures as of December 31, 2008.
Cyprium maintains disclosure controls and procedures that are designed to ensure
that information required to be disclosed in its periodic reports with the
Securities and Exchange Commission is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and regulations,
and that such information is accumulated and communicated to Cyprium's
management, including its principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required
disclosure. Cyprium's disclosure controls and procedures are designed to provide
a reasonable level of assurance of reaching its desired disclosure control
objectives.
4
Management's Report on Internal Control Over Financial Reporting
Cyprium's management is responsible for establishing and maintaining
adequate internal control over financial reporting and for the assessment of the
effectiveness of internal control over financial reporting. As defined by the
Securities and Exchange Commission, internal control over financial reporting is
a process designed by, or under the supervision of Cyprium's principal executive
officer and principal financial officer and implemented by Cyprium's Board of
Directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
Cyprium's financial statements in accordance with U.S. generally accepted
accounting principles.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Cyprium's management evaluated the effectiveness of its internal control
over financial reporting as of December 31, 2008 based on criteria established
in Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission, or the COSO Framework. Management's
assessment included an evaluation of the design of Cyprium's internal control
over financial reporting and testing of the operational effectiveness of those
controls.
Based on this evaluation, Cyprium's management concluded that Cyprium's
internal control over financial reporting was effective as of December 31, 2008.
There was no change in Cyprium's internal control over financial reporting
that occurred during the quarter ended December 31, 2008 that has materially
affected, or is reasonably likely to materially affect, Cyprium's internal
control over financial reporting.
Management's report was not subject to attestation by Cyprium's
independent registered public accounting firm pursuant to temporary rules of the
SEC that permit Cyprium to provide only management's report on internal control
in this report.
ITEM 9B. OTHER INFORMATION
Not applicable.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Name Age Position
---- --- --------
Jeffrey A. Collins 47 President, Secretary, Chief Financial Officer
and a Director
5
The directors of Cyprium serve in such capacity until the annual meeting
of Cyprium's shareholders and until their successors have been duly elected and
qualified. The officers of Cyprium serve at the discretion of Cyprium's
directors.
The principal occupation of Cyprium's officer and director during the past
several years is as follows:
Jeffrey A. Collins has been an officer and director of Cyprium since
January 2009. Mr. Collins has been the owner and president of Collins Project
Management (CPM) since 2003. CPM is a developer of small housing communities in
rural areas. The communities developed by CPM consist of small housing tracks
with 100 to 250 homes per community.
Cyprium does not have a compensation or an audit committee. Cyprium does
not have a financial expert.
None of Cyprium's directors are independent as that term is defined in
section 803 of listing standards of the NYSE Alternext US.
Cyprium has not adopted a Code of Ethics applicable to its principal
executive, financial, and accounting officers and persons performing similar
functions. Cyprium does not believe it requires a Code of Ethics since its only
has one officer.
Changes in Management
- ---------------------
The following shows the changes in Cyprium's management since its
inception:
Appointed (A)
to or
Resigned (R) Positions Appointed to
Date Name from Position or Resigned From
- ---- ---- -------------- ----------------------
12/22/06 John Sutherland A President, Principal Financial
Officer, Secretary and Director.
9/9/08 John Sutherland R Director
9/9/08 Stephen Clevett A President, Principal Financial
Officer, Secretary and a
Director.
9/12/08 John Sutherland R Director
9/24/08 Stephen Clevett R President, Principal Financial
Officer, Secretary and a
Director.
9/24/08 Robert Shea A President, Principal Financial
Officer, Secretary and a
Director.
1/16/09 Robert Shea R President, Principal Financial
Officer, Secretary and Director
6
1/16/09 Jeffrey Collins A President, Principal Financial
Officer, Secretary and Director
Compensation Committee Interlocks and Insider Participation.
- ------------------------------------------------------------
Cyprium's director acts as its compensation committee. During the year
ended December 31, 2008, none of Cyprium's officers was also a member of the
compensation committee or a director of another entity, which other entity had
one of its executive officers serving as a director of Cyprium or as a member of
Cyprium's compensation committee.
ITEM 11. EXECUTIVE COMPENSATION
The following table shows the compensation paid or accrued during the year
ended December 31, 2008 to the executive officers of Cyprium. No officer of
Cyprium has ever received compensation in excess of $100,000 per year.
Jeffrey Collins did not become an officer of Cyprium until January 2009.
All
Other
Annual
Stock Option Compen-
Name and Principal Fiscal Salary Bonus Awards Awards sation
Position Year (1) (2) (3) (4) (5) Total
- ------------------ ------ ------ ----- ------ ------ ------- -----
Robert Shea 2008 - - - - - -
Chief Executive
Officer
(9-08 to 1-09)
Steven Clevett 2008 - - - - - -
(9-08 to 9-08)
John H. Sutherland 2008 - - - - - -
Chief Executive 2007
Officer
(12-06 to 9-08)
(1) The dollar value of base salary (cash and non-cash) received.
(2) The dollar value of bonus (cash and non-cash) received.
(3) During the periods covered by the table, the value of Cyprium's shares
issued as compensation for services to the persons listed in the table.
(4) The value of all stock options granted during the periods covered by the
table.
(5) All other compensation received that Cyprium could not properly report in
any other column of the table.
See Item 10 of this report regarding changes in Cyprium's management.
7
Cyprium does not have employment agreements with any of its officers.
The following shows the amounts that Cyprium expects to pay to its officer
during the twelve-month period ending December 31, 2009, and the time its
officer plans to devote to Cyprium's business. Cyprium does not have employment
agreements with any person.
Proposed Time to be Devoted to
Name Compensation Cyprium's Business
---- ------------ ---------------------
Jeffrey A. Collins $-0- 35%
Long-Term Incentive Plans. Cyprium does not have any pension, stock
appreciation rights, long-term incentive or other plans and has no intention of
implementing any of these plans for the foreseeable future.
Employee Pension, Profit Sharing or other Retirement Plans. Cyprium does
not have a defined benefit, pension plan, profit sharing or other retirement
plan, although it may adopt one or more of such plans in the future.
Compensation of Directors. Cyprium's director did not receive any
compensation for his services as director during the fiscal year ended December
31, 2008.
Stock Option and Bonus Plans
Cyprium has not adopted any stock option or stock bonus plans.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDERS MATTERS
The following table lists, as of March 31, 2009, those persons owning
beneficially 5% or more of Cyprium's common stock, the number and percentage of
outstanding shares owned by each director and officer of Cyprium and by all
officers and directors as a group. Unless otherwise indicated, each owner has
sole voting and investment powers over his shares of common stock.
Name and Address Number of Shares Percent of Class
- ---------------- ---------------- ----------------
Jeffrey A. Collins 1,500,000 41%
302 Washington St., #513
San Diego, CA 92103
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
----------------------------------------------
On January 10, 2007 Cyprium sold 1,500,000 shares of its common stock to
John Sutherland, then Cyprium's only officer and director, for $15,000, or $0.01
per share.
8
On January 15, 2009 Jeffrey A. Collins purchased 1,500,000 shares of
Cyprium's common stock from Consultants & Risk Management, Inc. The 1,500,000
shares purchased by Mr. Collins represent approximately 42% of the outstanding
shares of Cyprium's common stock. Consultants & Risk Management, Inc. is
controlled by Robert Shea.
On January 15, 2009 Robert Shea resigned as an officer and director of the
Company. Prior to his resignation Mr. Collins was appointed Cyprium's President,
Chief Financial Officer, Secretary and a director.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
John Kinross-Kennedy audited Cyprium's financial statements for the years
ended December 31, 2008 and 2007. The following table shows the aggregate fees
billed to Cyprium during the years ended December 31, 2008 and 2007 by Mr.
Kinross-Kennedy.
2008 2007
---- ----
Audit Fees $2,000 $2,800
Audit-Related Fees $ 900 --
Financial Information Systems -- --
Design and Implementation Fees -- --
Tax Fees -- --
All Other Fees -- --
Audit fees represent amounts billed for professional services rendered for
the audit of Cyprium's annual financial statements and the review of Cyprium's
interim financial statements. Before Mr. Kinross-Kennedy was engaged by Cyprium
to render these services, the engagement was approved by Cyprium's Directors.
ITEM 15. EXHIBITS
Exhibit
Number Exhibit Name
- ------- ------------
3.1 Articles of Incorporation *
3.2 Bylaws *
10.1 Mining Lease *
31 Rule 13a-14(a) Certifications
32 Section 1350 Certifications
* Incorporated by reference to the same exhibit filed with Cyprium's
registration statement on Form SB-2 (File # 333-145951).
9
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To: the Board of Directors and Shareholders
Cyprium Resources Inc.
I have audited the accompanying balance sheet of Cyprium Resources Inc. as of
December 31, 2008 and 2007, and the related statements of operations, and of
cash flows for the years ended 2008 and 2007. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provide a reasonable
basis for my opinion.
In my opinion, based on my audit and the report of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Cyprium Resources Inc. as of December 31, 2008 and
2007 and the results of its operations, and its cash flows for the years ended
December 31, 2008 and 2007 in conformity with United States generally accepted
accounting principles.
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. In addition, the Company
has a deficit accumulated in the development stage of $59,316 as at December 31,
2008. 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. However, management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans. If the Company is unable
to obtain adequate capital, it could be forced to cease development of
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.
The Company has determined that it is not required to have, nor was I engaged to
perform, an audit of the effectiveness of its documented internal controls over
financial reporting.
John Kinross-Kennedy
Certified Public Accountant
Irvine, California
April 8, 2009
F-1
CYPRIUM RESOURCES, INC.
(A Development Stage Company)
Balance Sheet
for the year ended December 31,
2008 2007
-------------------------
ASSETS
Current Assets
Cash $ 3,409 $ 21,537
-------------------------
Total Current Assets 3,409 21,537
-------------------------
Total Assets $ 3,409 $ 21,537
=========================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 225 $ 100
-------------------------
$ 225 $ 100
-------------------------
Non Current Assets
Loans from Officer $ - $ -
-------------------------
Total Non Current Assets $ - $ -
-------------------------
Total Liabilities $ 225 $ 100
-------------------------
Shareholders' Equity
Common Stock, $0.001 par value;
authorized 75,000,000
shares; issued and outstanding
3,625,000 shares as at December 31, 2007;
3,625,000 shares as at December 31, 2008 $ 3,625 $ 3,625
Additional Paid-In Capital 58,875 53,875
Deficit accumulated during the
development stage (59,316) (36,063)
-------------------------
Total Shareholders' Equity $ 3,184 $ 21,437
-------------------------
Total Liabilities and Shareholders'
Equity $ 3,409 $ 21,537
=========================
The accompanying notes are an integral part of these financial statements.
F-2
CYPRIUM RESOURCES, INC.
(A Development Stage Company)
Statement of Operations
For the
Period of
For the Inception
Three Months For the Jan. 1, 2006
Ended Year Ended to Dec.
December 31, December 31, 31,
-------------------------------------------------------
2008 2007 2008 2007 2008
-------------------------------------------------------
Revenue $ - $ - $ - $ - $ -
Cost of Sales - - - - -
--------- --------- --------- --------- ---------
Operating Income - - - - -
General and Administrative
Expenses:
Mining Leases - - 6,650 9,000 15,650
Consulting 466 100 11,119 425 33,602
Professional Fees 225 11,483 3,525 22,483 6,475
Licenses & Permits 250 1,150 325 2,950 750
Other Administrative
Expenses 650 342 1,634 1,205 2,839
--------- --------- --------- --------- ---------
Total General and
Administrative Expenses 1,591 13,075 23,253 36,063 59,316
--------- --------- --------- --------- ---------
Net Loss $ (1,591) $(13,075) $(23,253) $(36,063) $(59,316)
========= ========= ========= ========= =========
Loss Per Common Share:
Basic and Diluted $ (0.000) $ (0.004) $ (0.006) $ (0.013)
========= ========= ========= =========
Weighted Average Shares
Outstanding, Basic and
Diluted: 3,625,000 3,625,000 3,625,000 2,723,973
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
F-3
CYPRIUM RESOURCES, INC.
(A Development Stage Company)
Statement of Cash Flows
For the
Three Months For the
Ended Year ended For the Period
December 31, December 31, of Inception
---------------- ----------------- Jan. 1, 2006
2008 2007 2008 2007 to Dec. 31, 2008
Cash flows from operating
activities:
Net loss $(1,591) $(13,075) $(23,253) $(36,063) $ (59,316)
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 (600) 125 100 225
---------------------------------------------------------
Net cash (used by) operating
activities (1,591) (13,675) (23,128) (35,963) (59,091)
----------------------------------------------------------
Cash flows from investing
activities - - - - -
----------------------------------------------------------
Net cash (used by) investing
activities - - - - -
----------------------------------------------------------
Cash flows from financing activities:
Common stock issued for cash - - - 57,500 57,500
Contributed Capital 5,000 - 5,000 - 5,000
Due to related parties - - - - -
----------------------------------------------------------
Net cash (used) provided by
financing activities 5,000 - 5,000 57,500 62,500
----------------------------------------------------------
Net increase (decrease) in cash 3,409 (13,675) (18,128) 21,537 3,409
Cash, beginning of the period - 35,212 21,537 - -
----------------------------------------------------------
Cash, end of the period $ 3,409 $ 21,537 $ 3,409 $ 21,537 $ 3,409
==========================================================
Supplemental cash flow
disclosure:
Interest paid $ - $ - $ - $ - $ -
==========================================================
Taxes paid $ - $ - $ - $ - $ -
==========================================================
The accompanying notes are an integral part of these financial statements.
F-4
CYPRIUM RESOURCES, INC.
(A Development Stage Company)
Statement of Shareholders' Equity
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
========= ====== ======= ======== ==========
The accompanying notes are an integral part of these financial statements.
F-5
Cyprium Resources, Inc.
(A Developmental Stage Company)
Notes to Financial Statements
December 31, 2008
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. Cleven was appointed to these offices. He resigned
September 24. On that date Robert Shea, a resident of the state of
Massachusetts, was appointed President, Chief Financial Officer, Treasurer
and Secretary. Mr. Shea purchased Mr. Sutherland's interest in the Company.
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-6
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 exploit or lease its
mining claim described in the initial paragraph, or 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-7
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 $59,316 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
December 31, 2008.
The following is a reconciliation of the numerator and denominator of the
basic and diluted earnings per share computations for the year ended
December 31,
2008 2007
---- ----
Numerator:
Basic and diluted net loss per share:
Net Loss $ (23,253) $ (36,063)
Denominator:
Basic and diluted weighted average
number of shares outstanding 3,625,000 2,723,973
Basic and Diluted Net Loss Per Share $ (0.006) $ (0.013)
F-8
3. Capital Structure
During the period from inception through December 31, 2008, 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 December 31, 2008, 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
On January 15, 2007 the Company paid $4,500 and entered into a 20 year lease
agreement with the owner of 10 mining claims situated in Utah, known as the
King claims. The agreement was rescinded in the third quarter of 2008.
6. 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-9
SIGNATURES
In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant
has caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized on the 9th day of April 2009.
CYPRIUM RESOURCES, INC.
By /s/ Jeffrey A. Collins
------------------------------------
Jeffrey A. Collins, President, Chief
Executive Officer and Principal
Financial and Accounting Officer
Pursuant to the requirements of the Securities Act of l934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Title Date
/s/ Jeffrey A. Collins
- ----------------------------
Jeffrey A. Collins Director April 9, 2009
CYPRIUM RESOURCES, INC.
ANNUAL REPORT ON FORM 10-K
EXHIBITS