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 June 30, 1998
Commission File Number: 0-21241
CYPRESS CAPITAL, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 84-1349551
- ---------------------------- ---------------------------------
(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5770 South Beech Court, Greenwood Village, Colorado 80121
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(Address of principal executive offices including zip code)
(303) 221-7376
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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 June 30, 1998, 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 June 30, 1998
(Unaudited) and December 31, 1997 3
Statements of Operations, Three Months
Ended June 30, 1998 and June 30,
1997 (Unaudited) 4
Statements of Operations, Six Months
Ended June 30, 1998 and June 30,
1997 (Unaudited) 5
Statements of Cash Flows, Six Months
Ended June 30, 1998 and June 30,
1997 (Unaudited) 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 9
2
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CYPRESS CAPITAL, INC.
BALANCE SHEETS
(Unaudited)
ASSETS
June 30, December 31,
1998 1997
-------- ------------
Current Assets
Cash $ 215 $ 271
-------- --------
Total Current Assets 215 271
Organization costs, net of amortization 150 175
-------- --------
Total Assets $ 365 $ 446
======== ========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable $ 2,729 $ 811
Advances payable, related parties 2,500 2,500
-------- --------
Total Current Liabilities 5,229 3,311
-------- --------
Stockholders' (Deficit):
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 12,375 12,375
Accumulated deficit (17,364) (15,365)
-------- --------
Total Stockholders' (Deficit) (4,864) (2,865)
-------- --------
Total Liabilities and Stockholders'
(Deficit) $ 365 $ 446
======== ========
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 Three Months
Ended Ended
June 30, June 30,
1998 1997
------------ ------------
Revenues $ - $ -
---------- ----------
Operating Expenses:
Professional fees 698 1,100
Other 41 41
---------- ----------
Total Operating Expenses 739 1,141
---------- ----------
Net Loss $ (739) $ (1,141)
---------- ----------
Per Share $ nil $ nil
========== ==========
Weighted Average Number
of Shares Outstanding 1,250,000 1,250,000
========== ==========
The accompanying notes are an integral part of the financial statements.
4
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CYPRESS CAPITAL, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Six Months Six Months
Ended Ended
June 30, June 30,
1998 1997
---------- ----------
Revenues $ - $ -
---------- ----------
Operating Expenses:
Professional fees 1,919 2,268
Other 80 100
---------- ----------
Total Operating Expenses 1,999 2,368
Net Loss $ (1,999) $ (2,368)
---------- ----------
Per Share $ nil $ nil
========== ==========
Weighted Average Number
of Shares Outstanding 1,250,000 1,250,000
========== ==========
The accompanying notes are an integral part of the financial statements.
5
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CYPRESS CAPITAL, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Six Months
Ended Ended
June 30, June 30,
1998 1997
---------- ----------
Cash Flows Operating Activities:
Net (loss) $ (1,999) $ (2,368)
Amortization 25 25
Increase in accounts payable 1,918 2,167
---------- ----------
Net Cash (Used in) Operating
Activities (56) (176)
---------- ----------
Cash Flows from Investing
Activities - -
---------- ----------
Cash Flows from Financing
Activities - -
---------- ----------
(Decrease) in Cash (56) (176)
Cash, Beginning of Period 271 270
---------- ----------
Cash, End of Period $ 215 $ 94
========== ==========
Interest Paid $ - $ -
========== ==========
Income Taxes Paid $ - $ -
========== ==========
The accompanying notes are an integral part of the financial statements.
6
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CYPRESS CAPITAL, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1998 (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, 1997 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.
7
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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 June 30, 1998, 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 June 30, 1998, 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.
9
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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: August 14, 1998 By:_______________________________
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheet and statements of operations 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1998
<CASH> 215
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 215
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 365
<CURRENT-LIABILITIES> 5,229
<BONDS> 0
0
0
<COMMON> 125
<OTHER-SE> (4,989)
<TOTAL-LIABILITY-AND-EQUITY> 365
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,999
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,999)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
