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