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 March 31, 2001
[ ] Transition Report pursuant to 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period to
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Commission File Number 333-36942
FIRST CYPRESS TECHNOLOGIES, INC.
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(Exact name of small Business Issuer as specified in its charter)
Nevada 98-0218688
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Suite 910, 510 Burrard Street
Vancouver, British Columbia V6C 3A8
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 604-817-1441
None
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(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 [ ] Yes [X] No
State the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
7,057,500 Shares of $.001 par value Common Stock outstanding as of
April 27, 2001.
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited financial statements have been prepared
in accordance with the instructions to Form 10-QSB and Item 310(b)
of Regulation S-B, and, therefore, do not include all information
and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows, and stockholders'
equity in conformity with generally accepted accounting principles.
In the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial
position have been included and all such adjustments are of a
normal recurring nature. Operating results for the three months
ended March 31, 2001 are not necessarily indicative of the results
that can be expected for the year ending December 31, 2001.
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First Cypress Technologies, Inc.
(A Development Stage Company)
Balance Sheets
(Expressed in US Dollars)
March 31 December 31
2001 2000
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(Unaudited)
Assets
Current
Cash $ 400 $ 427
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Liabilities and Shareholders' Equity
Current
Accounts payable and accrued liabilities $ 37,000 $ 40,622
Due to related party 80,579 70,449
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117,579 111,071
Share Capital and Deficit
Share capital
Authorized - 25,000,000 common shares with
par value $0.001
Issued and fully paid -
5,729,000 common shares 7,058 7,058
Additional paid-in capital 24,592 24,592
Deficit accumulated during
the development stage (148,829) (142,294)
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(117,179) (110,644)
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$ 400 $ 427
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See the accompanying notes to these interim financial statements.
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First Cypress Technologies, Inc.
(A Development Stage Company)
Interim Statement of Changes in Shareholders' Equity
(Expressed in US Dollars)
(Unaudited)
Number Total
of Per Carry- Additional Accumu- Share-
Common share ing Paid in lated holder's
Shares price Value Capital Deficit Equity
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Incorporation,
September 14,
1999 5,000,000 $0.001 $ 5,000 $ - $ - $ 5,000
Sale of common
shares,
November 15,
1999 1,990,000 $0.010 1,990 17,910 - 19,900
Sale of common
shares,
December 31,
1999 67,500 $0.100 68 6,682 - 6,750
Net loss to
December 31,
1999 - - - (33,298) (33,298)
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Balance,
December 31,
1999 7,057,500 7,058 24,592 (33,298) (1,648)
Net loss to
December 31,
2000 - - - (108,996) (108,996)
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Balance,
December 31,
2000 7,057,500 7,058 24,592 (142,294) (110,644)
Net loss to
March 31, 2001 - - - (6,535) (6,535)
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Balance, March
31, 2001 7,057,500 $ 7,058 $ 24,592 $(148,829)$ (117,179)
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See the accompanying notes to these interim financial statements.
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First Cypress Technologies, Inc.
(A Development Stage Company)
Interim Statement of Operations
(Expressed in US Dollars)
(Unaudited)
For the For the Period from
three three April 5,
months months 2000 (incep-
ended ended tion) to
For the three months March 31, March 31, March 31,
ended March 31 2001 2001 2001
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Expenses
Interest $ 1,410 $ - $ 4,547
Management fees 3,000 - 4,000
Office and administration 42 1,283
Professional fees 583 45,500 116,499
Rent 1,500 - 7,500
Software development - 2,782 15,000
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Net loss for the period $ (6,535) $ (48,282) $ (148,829)
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Basic loss per share -
Basic and diluted $ (0.001) $ (0.006) $ (0.02)
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Weighted average shares outstanding 7,057,700 7,057,000 6,825,816
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See the accompanying notes to these interim financial statements.
============================================================================
First Cypress Technologies, Inc.
(A Development Stage Company)
Interim Statement of Cash Flows
(Expresses in US Dollars)
(Unaudited)
For the For the Period from
three three April 5,
months months 2000 (incep-
ended ended tion) to
For the three months March 31, March 31, March 31,
ended March 31 2001 2001 2001
- ----------------------------------------------------------------------------
Cash flows from operating activities
Net loss for the period $ (6,535) $ (48,282) $ (148,829)
Changes in assets and liabilities
Accounts payable and accrued
liabilities (3,622) 14,885 37,000
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(10,157) (33,397) (111,829)
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Cash flows from financing activities
Increase in amounts due to related
party 10,130 22,500 80,579
Proceeds from issuance of share
capital - - 31,650
10,130 22,500 112,229
Increase is cash during the period (27) (10,897) 400
Cash, beginning of period 427 15,352 -
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Cash, end of period $ 400 $ 4,455 $ 400
===========================================================================
See the accompanying notes to these interim financial statements.
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First Cypress Technologies, Inc.
(A Development Stage Company)
Notes to the Interim Financial Statements
(Expressed in US Dollars)
(Unaudited)
March 31, 2001
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1. Basis of Presentation and Ability to Continue as a Going Concern
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 information present 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 financial statements
of the company for the year ended December 31, 2000 and notes
thereto included in the Company's SB-2 filing. The Company
follows the same accounting policies in the preparation of
interim reports.
Results of operations for the interim period 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 March 31, 2001, the
Company has recognized no revenue and has accumulated operating
losses of $148,829 since its inception, has negative working
capital of $36,600 and has shareholders' deficit of $117,179.
The continuation of the Company is dependent upon 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 operations and capital requirements of the Company. It is
management's intention to raise new equity financing of
approximately $850,000 within the upcoming year. Amounts raised
will be used to complete the development of the EngineMax
software, commence development of the Company's web site,
undertake an advertising and marketing campaign and purchase
necessary equipment and supplies for the operation of the
business. 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.
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
recoverability and classification of recorded asset amounts or
amounts and classification of liabilities that might arise from
this uncertainty.
2. Related Party Transactions
During the period the Company has incurred rent and office
services in the amount of $1,500. These services are provided to
the Company, by the President of the Company, on a month to
month basis at $500 per month and can be terminated by the
Company without notice.
Item 2. Management's Discussion and Analysis or Plan of Operations
Plan of Operations
Our plan of operations for the twelve months following the date of
this quarterly report for the period ending March 31, 2001 is to
complete the following objectives within the time period specified,
subject to our obtaining financing for the development and
marketing of our EngineMax software:
* Build an internal administrative and managerial
organization to oversee all areas of development and
long-term operations
* Develop a functional and marketable piece of
software
* Create a cost-effective and internet-based marketing
campaign
* Develop a web site to market the software
In building our internal administrative and managerial
organization, we will seek to minimize the hiring of full-time
employees. Full-time positions will be limited to the
president/CEO, CFO, a software development project manger, an
office manager, and a marketing manager. Other part-time and
contract people are expected to be required to provide assistance
to these roles. We project that the cost of these employees will
total approximately $400,000 for the first year.
We also anticipate building an internal enhancement, support and
marketing infrastructure for the business, spending approximately
$50,000 on the purchase of necessary equipment and supplies.
The most important and difficult goal is to complete the
development of the EngineMax software. We plan to hire an external
software development firm to build the software rather than handle
this process ourselves.
We anticipate that we will hire the external software development
firm by the end of second quarter of 2001 and that the development
of the EngineMax software will begin immediately thereafter. We
anticipate that the development costs will be approximately
$250,000 and will consist primarily of payments to consultants for
programming and software development services. Therefore the
independent third party consultants will conduct all research and
development.
The development of our EngineMax software will commence once
financing is obtained.
We plan to commence development of our web site slightly before
completion of the EngineMax software. We anticipate that our web
site will be fully operational by the end of the third quarter of
2001. We anticipate that the development expenses for this web
site will be approximately $50,000.
We plan to undertake an advertising and marketing campaign once the
development of our EngineMax software is complete. We anticipate
that initial marketing expenses for the first year will be
approximately $100,000. A third party marketing consulting firm
will design this campaign and conduct the majority of the work. We
anticipate that this will minimize start up expenses and optimize
results in the ever-changing world of Internet marketing.
We anticipate we will not achieve any revenues until at least the
fourth quarter of 2001.
In summary, we anticipate the following steps will be necessary to
make us operational:
1. Hire support staff, including a software development project
manger, an office manager and a marketing manager. This is
expected to occur during the second quarter 2001 and cost
approximately $33,333 per month once we are fully staffed.
2. Create the EngineMax software. This is expected to occur during
the second and third quarters of 2001 and cost approximately
$250,000.
3. Create the web site. This is expected to occur during the third
quarter 2001 and cost approximately $50,000.
4. Launch our advertising and marketing campaign. This is expected
to occur during the fourth quarter 2001 and cost approximately
$100,000 initially.
We thus anticipate that we will be spending approximately $850,000
over the next twelve-month period in pursuing this plan of
operations. Of these expenditures, we anticipate that
approximately $475,000 will be spent in the next six months. Our
cash position as of March 31, 2001 was $400. Accordingly, we will
require additional financing in order to pursue this business plan.
We anticipate that if we are successful in completing a financing,
that the financing would be an equity financing raised through the
sale of our common stock. We do not have any arrangement in place
for any debt or equity financing. If we are successful in
completing an equity financing, existing shareholders will
experience dilution of their interest in First Cypress.
In the event we are not successful in raising additional financing
or that we raise only nominal financing, we anticipate that we will
not be able to proceed with our business plan for the development
and marketing of the EngineMax software and our business will
likely fail. In such an event, our board of directors would most
likely liquidate and dissolve the business, unless an alternative
means of supporting our business plan efforts or another business
opportunity presented itself. One alternative our board may
consider in such a circumstance would be a partnership with another
more financially stable company interested in the EngineMax
software. Due to our lack of operating history and present
inability to generate revenues, there currently exists substantial
doubt about our ability to continue as a going concern.
We anticipate incurring continuing operating losses for the
foreseeable future. We base this expectation, in part, on the fact
that we will incur substantial operating expenses in completing the
development of our software and web site and do not anticipate
earning any revenues until sometime next year. Our future
financial results are also uncertain due to a number of factors,
some of which are outside our control. These factors include, but
are not limited to:
* our ability to develop a commercially marketable computer
software program with the features and functionality sought
by potential customers;
* our ability to successfully market our EngineMax computer
software to potential customers;
* our ability to charge customers a license fee that will
enable us to generate revenues exceeding operating costs;
* the introduction and availability of competing products by
competitors.
We believe the above discussion contains a number of forward-
looking statements. Our actual results and our actual plan of
operations may differ materially from what is stated above.
Factors which may cause our actual results or our actual plan of
operations to vary include, among other things, decisions of our
board of directors not to pursue a specific course of action based
on its re-assessment of the facts or new facts, changes in the
Internet business or general economic conditions and those other
factors identified in this prospectus.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
EXHIBITS
None
REPORTS ON FORM 8-K
None
SIGNATURES
In accordance with the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorised.
FIRST CYPRESS TECHNOLOGIES, INC.
Date: June 8, 2001
/s/ Robert Rosner
By: ---------------------------
Robert Rosner
President, CEO and Director