Black Bird Biotech, Inc. - Quarter Report: 2008 September (Form 10-Q)

cyprium10q093008.htm

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 September 30, 2008

o Transition Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of 1934

For the transition period from __________ to __________

COMMISSION FILE NUMBER 333-145951

CYPRIUM RESOURCES INC.

(Exact name of registrant as specified in its charter)

NEVADA	98-0521119
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

40 Warren Street #3, Charlestown, MA 02129-3608

(Address of principal executive offices, including zip code)

617-720-2800

(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 o

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	o	Accelerated filer	o
Non-accelerated filer	o	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 o

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 November 18, 2008

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

The following consolidated interim unaudited financial statements of Cyprium Resources Inc. (the “Company”) for the three month period ended September 30, 2008 are included with this Quarterly Report on Form 10-Q:

(a)

Consolidated Balance Sheets as of September 30, 2008 and December 31, 2007;

(b)

Consolidated Statements of Operations for three months ended September 30, 2008, for the three months ended September 30, 2007, for the nine months ended September 30, 2008, for the nine months ended September 30, 2007, and for the period from January 1, 2007 (Inception) to September 30, 2008.

(c)

Consolidated Statements of Cash Flows for the three months ended September 30, 2008, for the three months ended September 30, 2007, for the nine months ended September 30, 2008, for the nine months ended September 30, 2007, and for the period from January 1, 2007 (Inception) to September 30, 2008.

(d)

Condensed Notes to Financial Statements.

CYPRIUM RESOURCES, INC.
(A Development Stage Company)
Balance Sheet

	September 30,			December 31,
	2008			2007
	(Unaudited)

ASSETS
Current Assets
Cash	$	-		$	21,537

Total Current Assets		-			21,537


Total Assets	$	-		$	21,537


LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts Payable		225		$	100

	$	225		$	100

Non Current Assets
Loans from Officer	$	-		$	-

Total Non Current Assets	$	-		$	-

Total Liabilities	$	225		$	100

Shareholders' Equity (Deficit)
Common Stock, $0.001 par value; authorized 75,000,000 shares; issued and outstanding 3,625,000 shares	$	3,625		$	3,625
Additional Paid-In Capital		53,875			53,875
Deficit accumulated during the development stage		(57,725	)		(36,063	)

Total Shareholders' Equity	$	(225	)	$	21,437

Total Liabilities and Shareholders' Equity	$	-		$	21,537

See accompanying condensed notes to interim financial statements.

CYPRIUM RESOURCES, INC.
(A Development Stage Company)
Statement of Operations
(Unaudited)

													For the Period
	For the						For the						of Inception
	Three Months Ended						Nine Months Ended						Jan. 1, 2007
	September 30,						September 30,						to Sep. 30,
	2008			2007			2008			2007			2008

Revenue	$	-		$	-		$	-		$	-		$	-

Cost of Sales		-			-			-			-			-

Operating Income		-			-			-			-			-

General and Administrative Expenses:
Mining Leases		4,500			4,500			6,650			9,000			15,650
Consulting		10,653			-			10,653						33,136
Professional Fees		625			12,800			3,300			12,800			6,250
Licenses & Permits		-			-			75			325			500
Other Administrative Expenses		(248	)		-			984			863			2,189
Total General and Administrative Expenses		15,530			17,300			21,662			22,988			57,725

Net Loss	$	(15,530	)	$	(17,300	)	$	(21,662	)	$	(22,988	)	$	(57,725	)

Loss Per Common Share:
Basic and Diluted	$	(0.004	)	$	(0.005	)	$	(0.006	)	$	(0.009	)

Weighted Average Shares
Outstanding, Basic and Diluted:		3,625,000			3,625,000			3,625,000			2,437,179

See accompanying condensed notes to interim financial statements.

CYPRIUM RESOURCES, INC.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)

													For the Period
	For the						For the						of Inception
	Three Months Ended						Nine months ended						Jan. 1, 2007
	September 30,						September 30,						to Sep. 30,
	2008			2007			2008			2007			2008

Cash flows from operating activities:
Net loss	$	(15,530	)	$	(17,348	)	$	(21,662	)	$	(22,988	)	$	(57,725	)
Adjustments to reconcile net loss tonet cash used by operating activities:
Change in operating assets and liabilities:
Increase in accounts payable and accrued liabilities					700			125			700			225
Net cash (used by) operating activities		(15,530	)		(16,648	)		(21,537	)		(22,288	)		(57,500	)

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
Due to related parties		-			(987	)		-			-			-
Net cash (used) provided by financing activities		-			(987	)		-			57,500			57,500

Net increase (decrease) in cash		(15,530	)		(17,635	)		(21,537	)		35,212			-

Cash, beginning of the period		15,530			52,847			21,537			-			-

Cash, end of the period	$	-		$	35,212		$	-		$	35,212		$	-


Supplemental cash flow disclosure:
Interest paid	$	-		$	-		$	-		$	-		$	-
Taxes paid	$	-		$	-		$	-		$	-		$	-

See accompanying condensed notes to interim financial statements.

Cyprium Resources, Inc.

(A Developmental Stage Company)

Notes to Financial Statements

September 30, 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 requested a lease termination.

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 corporation 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.

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.

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 $57,725. 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 September 30, 2008.

The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computations for the six months ended September 30,

	2008			2007

Numerator:

Basic and diluted net loss per share:

Net Loss	$	(21,662	)	$	(22,988	)

Denominator

Basic and diluted weighted average number of shares outstanding		3,625,000			2,437,179

Basic and Diluted Net Loss Per Share	$	(0.006	)	$	(0.009	)

3. Capital Structure

During the period from inception through June 30, 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

As of September 30, 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 requires a royalty of 2 ½ % of net returns, as defined by the agreement, paid quarterly in arrears. Minimum royalty payments are to be paid on August 15 annually. The first payment due August 15, 2007 was paid. The commitment for the next five years under this lease agreement is:

	Due
2nd year	August 15, 2008	$	4,500	Paid
3rd year	August 15, 2009	$	4,500
4th year	August 15, 2010	$	4,500
5th year	August 15, 2011	$	4,500
6th year	August 15, 2012	$	4,500
		$	22,500

Annually thereafter on August 15, ending August 15, 2026:		$	4,500

In addition, Cyprium Resources, Inc. is required by the agreement to perform $5,000 of work on the property on or before the second anniversary date of the agreement, January 15, 2009. As of September 30, 2008, $2,150 has been spent for work on the property.

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.

Item 2. Management’s Discussion and Analysis of Financial condition and Results of Operations

THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of our report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and predictions. We are an exploration stage company and have not yet generated or realized any revenues.

Overview

We are a “shell company” defined in Rule 405 under the Securities Act of 1933 and Rule 12b-2 under the Securities Exchange Act of 1934, since we have only conducted nominal operations and have only nominal assets.

During 2007and 2008, we were an exploration stage company engaged in the acquisition and exploration of mineral properties. On January 15, 2007, we entered in a Mineral Lease Agreement whereby we leased from Robert Steele a total of ten (10) Lode Mineral Claims in the State of Utah which we refer to as the King Claims. These mineral claims are located in T30S R22 W Sections 13 and 24, Piute County, Utah, owned by Robert Steele. On November 1, 2008 we requested the termination of our lease agreement with Robert Steele. We have redirected our focus towards identifying and pursuing options regarding the development of a new business plan and direction.

The following factors raise substantial doubt regarding the ability of our business to continue as a going concern: (i) the losses we have incurred since our inception; (ii) our failure to generate revenues since our inception; and (iiI) our dependence on the sale of our equity securities and on the receipt of capital from outside sources to continue our operations. Our auditors have issued a going concern opinion regarding our business. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your investment.

Financings

Our operations to date have been funded by equity investment. All of our equity funding has come from a private placement of our securities. We issued 1,500,000 shares of common stock on January 10, 2007 to John J. Sutherland our president, chief financial officer and director. Mr. Sutherland acquired these shares at a price of $0.01 per share. We received $15,000 from this offering. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act.

We completed an offering of 2,125,000 shares of our common stock at a price of $0.02 per share to a total of thirty (30) purchasers on June 30, 2007. The total amount we received from this offering was $42,500. We completed the offering pursuant to Regulation S of the Securities Act. Each purchaser represented to us that he/she was a non-US person as defined in Regulation S.

The following discussion provides information that management believes is relevant to an assessment and understanding of our operations and the consolidated financial condition and results of operations.

Our Operations

We have redirected our focus towards identifying and pursuing options regarding the development of a new business plan and direction. We are exploring various business opportunities that have the potential to generate positive revenue, profits and cash flow in order to financially accommodate the costs of being a publicly held company.

We will not restrict our search for any specific kind of businesses, and we may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which we may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which we may offer.

In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.

It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after we have entered into an agreement for a business combination or have consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in our securities may depress the market value of our securities in the future if such a market develops, of which there is no assurance.

We will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of our company which the target company shareholders would acquire in exchange for their shareholdings. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by us can be expected to have a significant dilutive effect on the percentage of shares held by our shareholders at such time.

We incurred operating expenses in the amount of $57,725 from inception on January 1, 2007 through the period ended September 30, 2008. These operating expenses were composed of mineral lease payments, exploration expenses, professional fees, and other administrative expenses.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

N/A

Item 4. Controls and Procedures.

As of the end of the period covered by this Report, the Company’s President, and principal financial officer (the “Certifying Officer”), evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on that evaluation, the officer concluded that, as of the date of the evaluation, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed in the Company’s periodic filings under the Securities Exchange Act of 1934 is accumulated and communicated to management to allow timely decisions regarding required disclosure.

The Certifying Officer has also indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.

Our management, including the Certifying Officer, does not expect that our disclosure controls or our internal controls will prevent all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Item 4(t). Controls and Procedures.

The information required pursuant to item 4(t) has been provided in Item 4.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1(a). Risk Factors

There have been no changes to our risk factors from those disclosed in our Registration Statement filed on Form SB-2 on September 10, 2007.

Item 2. Unregistered Sales of Equity Securities

We did not issue any securities without registration pursuant to the Securities Act of 1933 during the three months ended September 30, 2008.

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Securities Holders

No matters were submitted to our security holders for a vote during the quarter of our fiscal year ending September 30, 2008.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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.

By: /s/ Robert Shea

Robert Shea, President,

Chief Executive Officer and

Chief Financial Officer Director

Date: November 18, 2008