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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended: December 31, 1997
Commission File No. 000-21381
TERRA TELECOMMUNICATIONS CORP.
(Formerly Cypress Capital, Inc.)
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(Exact Name of Small Business Issuer as Specified in its Charter)
NEVADA 84-1349551
- -------------------------------- ------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identi-
Incorporation or Organization) fication Number)
1101 Brickell Avenue, Suite 200, Miami, Florida 33131
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(Address of principal executive offices including zip code)
Issuer's Telephone Number, Including Area Code: (305) 577-9000
Securities Registered Pursuant to Section 12(b) of the Act: None.
Securities Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, $.0001 PAR VALUE
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(Title of Class)
Check whether the Issuer (1) has 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 Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is not contained in this Form, and no disclosure will be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB/A or any amendment
to this Form 10-KSB/A. [X]
State Issuer's revenues for its most recent fiscal year: $-0-.
As of December 31, 1997, 1,250,000 shares of common stock were outstanding.
Documents incorporated by reference: NONE.
Transitional Small Business Disclosure Format (check one): Yes __ No X
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CYPRESS CAPITAL, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1997
INDEX
Report of Independent Certified Public Accountants F-2
Financial Statements:
Balance Sheet F-3
Statements of Operations F-4
Statement of Changes in Stockholders' (Deficit) F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7
F-1
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Cypress Capital, Inc.
Aurora, CO
We have audited the accompanying balance sheet of Cypress Capital, Inc. (a
development-stage company) as of December 31, 1997, and the related statements
of operations, stockholders' (deficit) and cash flows for the year ended
December 31, 1997, for the period from June 14, 1996 (date of inception)
through December 31, 1996, and for the period from June 14, 1996 (date of
inception) through December 31, 1997. These financial statements are the
responsibility of the company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements, referred to above, present fairly,
in all material respects, the financial position of Cypress Capital, Inc. (a
development-stage company) as of December 31, 1997, and the results of its
operations, changes in its stockholders' (deficit) and its cash flows for the
year ended December 31, 1997, for the period from June 14, 1996 (date of
inception) through December 31, 1996, and for the period from June 14, 1996
(date of inception) through December 31, 1997 in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 2 to the
financial statements, the Company has suffered recurring losses from
operations and has a net working capital deficiency that raise substantial
doubts about its ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
/s/ SCHUMACHER & ASSOCIATES, INC.
Schumacher & Associates, Inc.
Certified Public Accountants
12835 E. Arapahoe Road
Tower II, Suite 110
Englewood, CO 80112
March 25, 1998
F-2
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CYPRESS CAPITAL, INC.
(A Development Stage Company)
BALANCE SHEET
December 31, 1997
ASSETS
Current Assets:
Cash $ 271
Total Current Assets 271
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Organization costs, net of amortization 175
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TOTAL ASSETS $ 446
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 811
Advances payable, related parties 2,500
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Total Current Liabilities 3,311
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TOTAL LIABILITIES 3,311
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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 issued and outstanding 125
Additional Paid In Capital 12,375
Accumulated (Deficit) (15,365)
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TOTAL STOCKHOLDERS' (DEFICIT) (2,865)
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TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ 446
===========
The accompanying notes are an integral part of the financial statements.
F-3
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CYPRESS CAPITAL, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the For the
Period from Period from
June 14, 1996 June 14, 1996
For the year (Inception) (Inception)
Ended through through
December 31, December 31, December 31,
1997 1996 1997
------------ ------------- --------------
Revenue $ - $ - $ -
---------- ---------- ----------
Expenses:
Advertising - 1,002 1,002
Amortization 50 25 75
Legal and audit fees 2,674 10,684 13,358
Other 535 395 930
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3,259 12,106 15,365
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Net (Loss) $ (3,259) $ (12,106) $ (15,365)
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Per Share nil $ (.01) $ (.01)
========== ========== ==========
Weighted Average Shares
Outstanding 1,250,000 1,250,000 1,250,000
========== ========== ==========
The accompanying notes are an integral part of the financial statements.
F-4
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CYPRESS CAPITAL, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
For the Period from June 14, 1996 (date of inception) through
December 31, 1997
Pre- Addi-
ferred Common ional Accumu-
No./ Stock No./ Stock Paid-in lated
Shares Amount Shares Amount Capital (Deficit) Total
------ ------ ---------- ------ ------- --------- -------
Balance at
June 14,
1996 - $ - - $ - $ - $ - $ -
Common stock
issued for
cash, at incep-
tion, at $.01
per share - - 1,250,000 125 12,375 - 12,500
Net loss-
year ended
December 31,
1996 - - - - - (12,106) (12,106)
--- ---- --------- ---- ------- -------- --------
Balance at
December 31,
1996 - - 1,250,000 125 12,375 (12,106) 394
Net loss-
year ended
December 31,
1997 - - - - - (3,259) (3,259)
--- ---- --------- ---- ------- -------- --------
Balance at
December 31,
1997 - $ - 1,250,000 $125 $12,375 $(15,365) $ (2,865)
=== ==== ========= ==== ======= ======== ========
The accompanying notes are an integral part of the financial statements.
F-5
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CYPRESS CAPITAL, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Period from June 14, 1996 (date of inception)
through December 31, 1997
For the For the
Period from Period from
June 14, 1996 June 14, 1996
For the year (Inception) (Inception)
Ended through through
December 31, December 31, December 31,
1997 1996 1997
------------ ------------- --------------
Operating Activities:
Net (Loss) $(3,259) $(12,106) $(15,365)
Adjustment to reconcile
net (loss) to net cash
provided by operating
activities:
Amortization 50 25 75
Increase (Decrease) in
accounts payable and
accrued expenses 710 (149) 561
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Net Cash (Used in)
Operating Activities (2,499) (12,230) (14,729)
------- -------- --------
Cash Flows from Investing
Activities - - -
Cash Flows from Financing
Activities:
Advances from related
parties 2,500 - 2,500
Issuance of common stock - 12,500 12,500
------- -------- --------
Net Cash Provided by
Financing Activities 2,500 12,500 15,000
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Increase in Cash 1 270 271
Cash, Beginning of Period 270 - -
------- -------- --------
Cash, End of Period $ 271 $ 270 $ 271
======= ======== ========
Interest Paid $ - $ - $ -
======= ======== ========
Income Taxes Paid $ - $ - $ -
======= ======== ========
The accompanying notes are an integral part of the financial statements.
F-6
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CYPRESS CAPITAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
(1) Summary of Accounting Policies
This summary of significant accounting policies of Cypress Capital, Inc.
(Company) is presented to assist in understanding the Company's financial
statements. The financial statements and notes are representations of the
Company's management who is responsible for their integrity and objectivity.
These accounting policies conform to generally accepted accounting principles
and have been consistently applied in the preparation of the financial
statements.
(a) Description of Business
The Company was organized on June 14, 1996 for the purpose of engaging in
any lawful business but it is management's plan to seek a business
combination. The Company is a development-stage company since planned
principal operations have not commenced. The Company has selected December 31
as its year end.
(b) Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
(c) Organization Costs
Costs incurred to organize the Company are being amortized on a
straight-line basis over a sixty month period.
(d) Income Taxes
As of December 31, 1997, the Company had net operating losses available
for carryover to future years of approximately $15,365, expiring in various
years through 2012. Utilization of these carryovers may be limited if there
is a change in control of the Company. As of December 31, 1997, the Company
has total deferred tax assets of approximately $3,073 due to operating loss
carryforwards. However, because of the uncertainty of potential realization
of these tax assets, the Company has provided a valuation allowance for the
entire $3,073. Thus, no tax assets have been recorded in the financial
statements as of December 31, 1997.
(2) Basis of Presentation - Going Concern
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplates continuation
of the Company as a going concern. However, the Company has sustained
operating losses since inception and has a net working capital deficiency.
These matters raise substantial doubt about the Company's ability to continue
as a going concern. Management is attempting to locate a business combination
candidate.
F-7
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In view of these matters, continuing as a going concern is dependent upon
the Company's ability to meet its financing requirements, raise additional
capital, and the success of its future operations or completion of a
successful business combination. Management believes that actions planned and
presently being taken to revise the Company's operating and financial
requirements provide the opportunity for the Company to continue as a going
concern.
(3) Common Stock Issued
During the period ended December 31, 1996 the Company issued 1,250,000
restricted shares of common stock for $12,500 cash.
(4) Related Party Transaction
The Company uses the office of a shareholder at no cost. The Company
expects this arrangement to continue until the Company commences planned
operations.
During the year ended December 31, 1997, advances totaling $2,500 were
made to the Company by two shareholders of the Company. These advances have
no written repayment terms, do not bear interest and are uncollateralized.
F-8
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amended Report to be
signed on its behalf by the undersigned thereunder duly authorized.
TERRA TELECOMMUNICATIONS CORP.
(Formerly Cypress Capital, Inc.)
(Registrant)
By:/s/ Joel Esquenazi
Date: December 4, 1998 Joel Esquenazi, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amended Report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ Joel Esquenazi President and Chief December 4, 1998
Joel Esquenazi Executive Officer
/s/ David C. Langle Principal Financial December 4, 1998
David C. Langle and Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheet and statements of operations found on pages F-3 and F-4 of the
Company's Form 10-KSB/A for the fiscal year ended December 31, 1997, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 271
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 271
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 446
<CURRENT-LIABILITIES> 3,311
<BONDS> 0
0
0
<COMMON> 125
<OTHER-SE> (2,990)
<TOTAL-LIABILITY-AND-EQUITY> 446
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,259
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,259)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
