PAGE
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
Commission File Number: 0-21381
CYPRESS CAPITAL, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 84-1349551
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(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
P.O. Box 460363, Aurora, Colorado 80046
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(Address of principal executive offices including zip code)
(303) 690-6787
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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___
As of September 30, 1997, 1,250,000 shares of common stock, $.0001 par value per
share, were outstanding.
Transitional Small Business Disclosure Format (check one): Yes___ No X
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INDEX
Page
Number
Part I. Financial Information
Item I. Financial Statements
Balance Sheets as of September 30, 1997
and December 31, 1996 3
Statement of Operations, Three Months
Ended September 30, 1997 3
Statement of Operations, Nine Months
Ended September 30, 1997 4
Statement of Cash Flows, Three Months
Ended September 30, 1997 5
Statement of Cash Flows, Nine Months
Ended September 30, 1997 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 8
Part II. Other Information 8
2
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CYPRESS CAPITAL, INC.
BALANCE SHEETS
(Unaudited)
ASSETS
September 30 December 31
1997 1996
Current Assets
Cash $ 298 $ 270
Total Current Assets 298 270
Organization costs, net of amortization 188 225
Total Assets $ 486 $ 495
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 441 $ 101
Total Current Liabilities 441 101
Stockholders' Equity:
Preferred Stock, $.0001 par value,
5,000,000 shares authorized
none issued and outstanding - -
Common Stock, $.0001 par value,
100,000,000 shares authorized
1,250,000 shares issued and
outstanding 125 125
Additional paid-in capital 14,875 12,375
Accumulated deficit (14,955) (12,106)
Total Stockholders' Equity 45 394
Total Liabilities and
Stockholders' Equity $ 486 $ 495
The accompanying notes are an integral part of the financial statements.
3
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CYPRESS CAPITAL, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended September 30, 1997
Revenues $ -
Operating Expenses:
Professional fees 441
Other 40
Total Operating Expenses 481
Net Loss $ (481)
Per Share $ nil
Weighted Average Number of Shares
Outstanding 1,250,000
The accompanying notes are an integral part of the financial statements.
4<PAGE>
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CYPRESS CAPITAL, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Nine Months Ended September 30, 1997
Revenues $ -
Operating Expenses:
Professional fees 2,709
Other 140
Total Operating Expenses 2,849
Net Loss $ (2,849)
Per Share $ nil
Weighted Average Number of Shares
Outstanding 1,250,000
The accompanying notes are an integral part of the financial statements.
5<PAGE>
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CYPRESS CAPITAL, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended September 30, 1997
Cash Flows Operating Activities:
Net (loss) $ (481)
Amortization 12
Increase in accounts payable (1,827)
Net Cash (Used in) Operating
Activities (2,296)
Cash Flows from Investing Activities -
Cash Flows from Financing Activities
Increase in additional paid-in capital 2,500
Net Cash Provided by Financing Activities 2,500
Increase in Cash 204
Cash, Beginning of Period 94
Cash, End of Period $ 298
Interest Paid $ -
Income Taxes Paid $ -
The accompanying notes are an integral part of the financial statements.
6<PAGE>
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CYPRESS CAPITAL, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30, 1997
Cash Flows Operating Activities:
Net (loss) $ (2,849)
Amortization 37
Increase in accounts payable 340
Net Cash (Used in) Operating
Activities (2,472)
Cash Flows from Investing Activities -
Cash Flows from Financing Activities
Incresae in additional paid-in capital 2,500
Net Cash Provided by Financing Activities 2,500
Increase in Cash 28
Cash, Beginning of Period 270
Cash, End of Period $ 298
Interest Paid $ -
Income Taxes Paid $ -
The accompanying notes are an integral part of the financial statements.
7<PAGE>
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CYPRESS CAPITAL, INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 1997 (Unaudited)
(1) Condensed Financial Statements
The financial statements included herein have been prepared by Cypress Capital,
Inc. without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in the financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted as allowed by such
rules and regulations, and Cypress Capital, Inc. believes that the disclosures
are adequate to make the information presented not misleading. It is suggested
that these financial statements be read in conjunction with the December 31,
1996 audited financial statements and the accompanying notes thereto. While
management believes the procedures followed in preparing these financial
statements are reasonable, the accuracy of the amounts are in some respect's
dependent upon the facts that will exist, and procedures that will be
accomplished by Cypress Capital, Inc. later in the year.
The management of Cypress Capital, Inc. believes that the accompanying unaudited
condensed financial statements contain all adjustments (including normal
recurring adjustments) necessary to present fairly the operations and cash flows
for the periods presented.
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Cypress Capital, Inc. (the "Company") was organized as a Colorado corporation on
June 14, 1996, in order to evaluate, structure and complete a merger with, or
acquisition of, prospects consisting of private companies, partnerships of sole
proprietorships. The Company may seek to acquire a controlling interest in such
entities in contemplation of later completing an acquisition. The Company is
not limited to any operation or geographic area in seeking out opportunities.
Management has not identified any particular business or industry within which
the Company will seek an acquisition or merger. The Company has not conducted,
nor have others made available to it, market research supporting the viability
of the Company's proposed operations.
The Company generated no revenues during the quarter ended September 30, 1997,
and management does not anticipate any revenues until following the conclusion
of a merger or acquisition, if any, as contemplated by the Company's business
plan.
The Company's capital is limited. The Company anticipates operational costs
will be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.
At September 30, 1997, the Company had no material commitments for capital
expenditures.
8
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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
None.
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.
CYPRESS CAPITAL, INC.
Date: December 18, 1997 By:/s/ Timothy J. Brasel
Timothy J. Brasel
President
9
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EXHIBIT INDEX
EXHIBIT METHOD OF FILING
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27. FINANCIAL DATA SCHEDULE Filed herewith electronically
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the unaudited
condensed consolidated balance sheets and unaudited condensed consolidated
statements of income found on pages 3 and 4 of the Company's Form 10-QSB for the
year to date, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1997
<CASH> 298
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 298
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 486
<CURRENT-LIABILITIES> 441
<BONDS> 0
<COMMON> 125
0
0
<OTHER-SE> (80)
<TOTAL-LIABILITY-AND-EQUITY> 486
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 481
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (481)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (481)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
