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Previous: FLONETWORK INC, 8-A12G/A, 2000-04-07 |
Next: GOAMERICA INC, 424B1, 2000-04-07 |
SECURITIES 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 February 29, 2000
Commission file number 000-28567
CYPRESS CAPITAL, INC.
----------------------
(Exact name of registrant as specified in its charter)
Nevada 84-1521101
------ ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
234 Columbine, Suite 300B, Denver, CO 80206
-------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 422-8127
Indicate by check mark whether the registrant (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 the filing
requirements for at least the past 90 days.
Yes No X
As of March 31, 2000, there were 18,675,000 outstanding shares of common stock,
par value $.0001.
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Cypress Capital, Inc.
(A Development Stage Company)
Condensed Financial Statements
Table of Contents
PAGE
Condensed Financial Statements
Condensed Balance Sheet F-2
Condensed Statement of Operations F-3
Condensed Statement of Cash Flows F-4
Condensed Statement of Changes in Stockholders' Equity F-5
Notes to Condensed Financial Statements F-6
<PAGE>
<TABLE>
<CAPTION>
Cypress Capital, Inc.
(A Development Stage Company)
CONDENSED BALANCE SHEET
February 29, December 1,
2000 1999
-------------------- ---------------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 800 $ 100
------ -----
Total current assets 800 100
---- ---
TOTAL ASSETS $ 800 $ 100
====== =====
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
$ - $ -
-------------------- ---------------------
Total current liabilities - -
STOCKHOLDERS' EQUITY
Preferred stock, $.0001 par value; 25 million shares
authorized; no shares issued and outstanding - -
Common stock, $.0001 par value; 75 million shares
authorized; 18,675,000 shares issued and outstanding 1,868 1,868
Additional paid-in capital 2,675 2,675
Deficit accumulated in the development stage (3,743) (2,543)
------- -------
Total stockholders' equity 800 2,000
---- -----
TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY $ 800 $ 2,000
====== =======
</TABLE>
See accompanying notes.
F-2
<PAGE>
<TABLE>
<CAPTION>
Cypress Capital, Inc.
(A Development Stage Company)
CONDENSED STATEMENT OF OPERATIONS Period from
Three Months from inception
Ended (November 3, 1999)
February 29, 2000 to February 29, 2000
-------------------- ---------------------
(Unaudited)
<S> <C> <C>
REVENUES $ - $ -
EXPENSES
Selling, general and administrative 1,200 3,743
------ -----
Total expenses 1,200 3,743
------ -----
NET (LOSS) $ (1,200) $ (3,743)
========= =========
BASIC AND DILUTED NET (LOSS) PER SHARE $ - $ -
==== ===
WEIGHTED AVERAGE SHARES OUTSTANDING 18,675,000 18,675,000
=========== ==========
</TABLE>
See accompanying notes.
F-3
<PAGE>
<TABLE>
<CAPTION>
Cypress Capital, Inc.
(A Development Stage Company)
CONDENSED STATEMENT OF CASH FLOWS
Period from
Three Months from inception
Ended (November 3, 1999)
February 29, 2000 to February 29, 2000
-------------------- ---------------------
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (1,200) $ (3,743)
Adjustments to reconcile net (loss) to net cash
used by operating activities
Stock issued for services and reimbursed expenses - 2,543
-- -----
Net cash flows (used for) operating activities (1,200) (1,200)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES - -
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 1,900 2,000
------ -----
Net cash flows from financing activities 1,900 2,000
------ -----
NET INCREASE IN CASH 700 800
CASH AT BEGINNING OF PERIOD 100 -
---- -
CASH AT PERIOD END OF PERIOD $ 800 $ 800
====== =====
</TABLE>
See accompanying notes.
F-4
<PAGE>
<TABLE>
<CAPTION>
Cypress Capital, Inc.
(A Development Stage Company)
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
-------------------------------
Shares Amount Capital Stage Total
--------------- --------------- --------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Balance, November 3, 1999 (inception) - $ - $ - $ - $ -
Common stock issued for
cash and services,
November 1999
at $.0001 per share 3,675,000 368 675 - 1,043
Common stock issued for
cash and services,
November 1999
at $.0001 per share 15,000,000 1,500 2,000 - 3,500
Net loss - - - (2,543) (2,543)
---------- ----- ----- ------- -------
Balance, December 1, 1999 18,675,000 1,868 2,675 (2,543) $ 2,000
Net loss (unaudited) - - - (1,200) (1,200)
---------- ----- ----- ------- -------
Balance, February 29, 2000 (unaudited) 18,675,000 $ 1,868 $ 2,675 $ (3,743) $ (1,200)
=========== ======== ======== ========= =========
</TABLE>
See accompanying notes.
F-5
<PAGE>
Cypress Capital, Inc.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
February 29, 2000
(Unaudited)
Note A - Organization and Business
Cypress Capital, Inc. (a development stage company, the "Company") was
incorporated in Nevada on November 3, 1999. The principal office of the Company
is in Denver, Colorado.
The accompanying unaudited condensed financial statements have been prepared in
accordance with the instructions to Form 10-QSB and do not include all of the
information and notes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all material
adjustments, consisting of only normal recurring adjustments considered
necessary for a fair presentation, have been included. These statements should
be read in conjunction with the financial statements and notes thereto included
in the Company's Form 10-SB.
The results of operations for the three months ended February 29, 2000, are not
necessarily indicative of the results for the remainder of the fiscal year
ending November 30, 2000.
Note B - Loss Per Share
Basic earnings (loss) per share of common stock are computed using the weighted
average number of shares outstanding during each period. Diluted earnings per
share are computed on the basis of the average number of shares outstanding plus
the dilutive effect of convertible securities, options and warrants to acquire
common stock (of which there were none in the periods presented). Shares issued
to insiders in anticipation of a public offering have been accounted for as
outstanding since inception.
F-6
<PAGE>
ITEM 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
Results of Operations for Quarter Ended February 29, 2000
The Company's year end was November 30, 1999. The Company has
experienced continuing operating expenses for the three month period up to
February 29, 2000 of $1,200. The revenues for the period were none from
operations. The Company recorded a net loss of $(1,200) for the period. The
Company losses on operations will continue until income from any operations can
be achieved. While the Company is seeking capital sources for investment, there
is no assurance that sources can be found. The loss per share for the period was
($.00).
Liquidity and Capital Resources
The Company had inadequate cash capital at the end of the period for
any significant operations. The Company will be forced to either borrow against
or sell assets or make private placements of stock in order to fund operations.
No assurance exists as to the ability to achieve sales of assets or loans
against the assets, or make private placements of stock. The Company had $800 in
assets and no liabilities at quarter end.
<PAGE>
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
(a) The following are filed as Exhibits to this Quarterly
Report. The numbers refer to the Exhibit Table of
Item 601 of Regulation S-K:
None.
(b) Reports on Form 8-K filed during the three months
ended March 31, 2000:
None.
<PAGE>
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: March 6, 2000
/s/ Bernard Pracko
by: ----------------------------------
Bernard Pracko, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-2000
<PERIOD-END> FEB-29-2000
<CASH> 800
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 800
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 800
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1868
<OTHER-SE> (1068)
<TOTAL-LIABILITY-AND-EQUITY> 800
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1200
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1200)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1200)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1200)
<EPS-BASIC> (.0)
<EPS-DILUTED> (.0)
</TABLE>
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