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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
/X/ Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended September 30, 1997
or
/ / Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
Commission file number 0-22055
TTR INC.
(Exact Name of Small Business Issuer as Specified in its Charter)
Delaware 11-3223672
(State or other Jurisdiction of I.R.S. Employer Number
Incorporation or Organization)
1841 Broadway, New York, New York 10023
(Address of Principal Executive Offices)
212-333-3355
(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 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[ ]
The number of shares outstanding of the registrant's Common Stock as of
November 12, 1997 was 4,238,548.
Transitional Small Business Disclosure Format:
Yes [ ] No [X]
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TTR INC. AND ITS SUBSIDIARY
(A Development Stage Company)
Index
<TABLE>
<S> <C>
PART I - FINANCIAL INFORMATION:
Item 1. Financial Statements *
Consolidated Balance Sheets -
December 31, 1996 and September 30, 1997 ... .......... 1
Consolidated Statements of Operations -
For the Nine and Three Months ended
September 30, 1996 and 1997 ........................... 2
Consolidated Statements of Cash Flows
For the Nine Months ended September 30, 1996 and 1997 . 3
Notes to Consolidated Financial Statements ................. 4-6
Item 2. Plan of operations...................................... 7-9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings....................................... 10
Item 2. Changes in Securities and Use of Proceeds............... 10
Item 3. Defaults upon senior securities ........................ 11
Item 4. Submission of Matters to a Vote of Security Holders..... 11
Item 5. Other Information....................................... 11
Item 6. Exhibits and Reports on Form 8-k ....................... 11
Exhibit 27 - Financial Data Schedule............................ 12
Signatures ..................................................... 13
</TABLE>
* The Balance Sheet at December 31, 1996 has been taken from the audited
financial statements at that date. All other financial statements are unaudited.
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TTR INC. AND ITS SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
December 31, September 30,
1996 1997
---- ----
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 63,656 $ 748,082
Other current assets 135,828 93,701
----------- ---------
Total current assets 199,484 841,783
Property and equipment - net 373,444 445,650
Deferred financing costs, net of accumulated
amortization of
$181,310 for 1996 62,101 -
Deferred stock offering costs 515,664 -
Due from officer 26,000 26,000
Other assets 14,995 90,388
----------- ---------
Total assets $ 1,191,688 $1,403,821
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Current liabilities
Current portion of long-term debt $ 1,065,365 $ 18,668
Short-term borrowings 849,602 -
Accounts payable 170,323 60,024
Accrued expenses 443,594 110,465
Interest payable 234,508 -
----------- ---------
Total current liabilities 2,763,392 189,157
Long-term debt, less current portion 22,153 7,837
----------- ---------
Total liabilities 2,785,545 196,994
Common stock issued with guaranteed selling
price-$.001 par value 15,000 shares issued
and outstanding - 232,500
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock, $.001 par value;
20,000,000 shares authorized,
3,050,000 and 4,223,548 issued and
outstanding, respectively,
including 1,000,000 shares placed in escrow 3,050 4,224
Additional paid-in capital 405,356 7,794,291
Cumulative translation adjustments 57,696 113,367
Deficit accumulated during the development
stage (2,059,959) (5,320,244)
Less: deferred compensation - (1,617,311)
----------- ---------
Total stockholders' equity (deficit) (1,593,857) 974,327
----------- ---------
Total liabilities and stockholders'
equity (deficit) $ 1,191,688 $1,403,821
=========== ==========
</TABLE>
See Notes to Financial Statements.
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TTR INC. AND ITS SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
From
Inception
Nine Months (July 14, Three Months
Ended 1994) to Ended
September 30, September 30, September 30,
1996 1997 1997 1996 1997
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenue $ - $ - $ - $ - $ -
Expenses
Research and development 339,769 539,019 1,159,572 163,449 103,890
Sales and marketing 101,121 1,264,640 1,698,438 40,022 285,989
General and administrative 319,982 1,145,243 1,789,979 124,273 405,529
--------- ---------- ---------- -------- --------
Total expenses 760,872 2,948,902 4,647,989 327,744 795,408
--------- ---------- ---------- -------- --------
Operating loss (760,872) (2,948,902) (4,647,989) (327,744) (795,408)
Other (income) expense
Legal settlement - 232,500 232,500 - -
Loss on investment - - 17,000 - -
Interest income - (29,094) (41,918) - (12,025)
Interest expense 136,167 107,977 464,673 74,614 849
--------- ---------- ---------- -------- --------
Total other (income) expenses 136,167 311,383 672,255 74,614 (11,176)
--------- ---------- ---------- -------- --------
Net loss $ (897,039)$(3,260,285)$(5,320,244) $(402,358)$(784,232)
========== =========== =========== ========= =========
Net loss per share $ (0.34)$ (0.99)$ (1.62) $ (0.15)$ (0.23)
========== =========== =========== ========= =========
Weighted average number of
shares outstanding 2,641,034 3,278,845 3,278,845 2,641,034 3,455,659
========== =========== =========== ========= =========
</TABLE>
See Notes to Financial Statements.
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TTR INC. AND ITS SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
From
Inception
Nine Months (July 14,
Ended 1994) to
September 30, September 30,
1996 1997 1997
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C>
Net loss $ (897,039) $ (3,260,285) $(5,320,244)
Adjustments to reconcile net loss
to net cash used by operating activities:
Depreciation and amortization 110,965 148,301 404,342
Amortization of discount on long-term
debt 23,854 - -
Translation adjustment 3,408 33,346 31,818
Amortization of deferred compensation - 735,000 735,000
Stock and warrants issued for services
and legal settlement - 565,125 583,798
Increase (decrease) in cash attributable
to changes in assets and liabilities
Accounts receivable 1,181 (382) (697)
Other current assets 1,600 34,215 (84,499)
Other assets - (87,700) (87,700)
Accounts payable 54,577 (11,500) 166,669
Accrued expenses 101,356 (66,223) 53,528
Interest payable 92,190 (234,508) -
----------- ------------ -----------
Net cash used by operating activities (507,908) (2,144,611) (3,517,985)
----------- ------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (201,232) (165,947) (601,840)
Increase in organization costs - - (7,680)
----------- ----------- -----------
Net cash used by investing activities (201,232) (165,947) (609,520)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 363,533 5,220,837 5,610,570
Loans to officer - - (26,000)
Deferred stock offering costs (143,544) (309,565) (475,664)
Deferred financing costs (64,980) (19,000) (262,411)
Proceeds from short-term borrowings 502,705 200,000 1,049,602
Proceeds from long-term debt - - 1,114,137
Repayment of short-term borrowings - (1,049,602) (1,049,602)
Repayments of long-term debt (16,612) (1,044,935) (1,080,951)
----------- ---------- -----------
Net cash provided by financing activities 641,102 2,997,735 4,879,681
----------- ---------- -----------
Effect of exchange rates on cash (492) (2,751) (4,094)
----------- ---------- -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (68,530) 684,426 748,082
CASH AT BEGINNING OF PERIOD 87,866 63,656 -
----------- ----------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 19,336 $ 748,082 $ 748,082
=========== =========== =========
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ - $ 315,972 $ 334,428
=========== =========== =========
</TABLE>
See Notes to Financial Statements.
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TTR INC. AND ITS SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Basis of Presentation
The accompanying unaudited consolidated financial statements of TTR Inc.
and its Subsidiary ("the Company") have been prepared in accordance
with generally accepted accounting principles for interim financial
information and with Item 310(b) of Regulation SB. Accordingly, they do
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
included. Operating results for the nine months ended September 30, 1997
are not necessarily indicative of the results that may be expected for
the year ending December 31, 1997. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's Form 10-KSB for the year ended December 31, 1996 as filed with
the Securities and Exchange Commission.
Note 2 - Loss per share
Net loss per share of common stock is computed based on the weighted
average number of common stock and common stock equivalent shares
outstanding during the period. Pursuant to SEC rules, common stock and
warrants issued for consideration below the public offering price within
the twelve months prior to filing a registration statement have been
included in the calculation of common stock equivalents, using the
treasury stock method, as if they had been outstanding for all periods
presented. Certain shares held in escrow are not treated as outstanding
during any period.
Note 3 - Initial Public Offering
In February 1997, the Company completed an initial public offering of
860,000 shares of its Common Stock and realized net proceeds of
approximately $4,700,000 after stock offering costs. In connection with
this offering, the Company sold to the underwriter, for $80, warrants to
purchase up to an additional 80,000 shares of the Company's Common Stock
at an exercise price equal to $11.20 per share. The Company has also
agreed to retain the Underwriter as management and financial consultants
for a two-year period at an annual rate of $60,000 per annum, payable in
advance. In connection with the IPO, certain security holders have
agreed not to sell their shares for up to two years from the offering
date, without the prior written consent of the Underwriter.
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TTR INC. AND ITS SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4 - Long-term Debt and Short-term Borrowings
In January 1997, the Company issued short-term promissory notes
aggregating $200,000. Interest is calculated at the rate of 15% per
annum. In February 1997, upon the completion of the IPO, the Company
repaid these notes as well a total of $1,900,000 in other long-term debt
and short-term borrowings, plus accrued interest thereon. All
unamortized deferred financing costs have been charged off in the
period.
Note 5 - Stock warrants, options and grants
(1) Pursuant to an employment agreement with the Chief Executive
Officer of TTR Israel, the Company granted, on the date the IPO
was declared effective, warrants to purchase up to 217,473 shares
of the Company's Common Stock, at an exercise price of $.01 per
share. The company has recorded deferred compensation expense of
$1,522,300 and is amortizing this amount over the period that
services are provided. The options will vest over a four year
period commencing with the date of grant.
(2) On March 11, 1997, the Company issued 5,000 shares of its Common
Stock to a consultant. The Company has recorded compensation in
the amount of $50,000 due to the issuance of these shares.
(3) On April 15, 1997, the Company granted a total of 19,000 shares
of its Common Stock for services rendered. The Company has
recorded a charge to operations of $282,625 from the issuance of
these shares.
Note 6 - Employment Agreement
On March 11, 1997, the Company entered into a one-year employment
agreement with its Chief Financial Officer. The agreement provides for
monthly compensation of $5,000 and is automatically renewable for
additional one-year terms. The Company has also issued to the employee
50,000 shares of its Common Stock which shares have been placed in
escrow. Pursuant to the escrow agreement, 25,000 shares were released
from escrow on July 31, 1997 and 25,000 will be released on January 31,
1998. The grant of these shares results in a charge to deferred
compensation in the amount of $500,000 which is being amortized over one
year. The officer was also granted 40,000 qualified and 60,000
non-qualified options to purchase shares of the Company's Common Stock,
at an exercise price
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TTR INC. AND ITS SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
of $10.00 and $5.00 per share, respectively. The options will vest over
a four-year period commencing with the date of grant. The issuance of
the non-qualified options resulted in a charge to deferred compensation
in the amount of $300,000. This amount will be amortized over the
vesting period.
Note 7 - Consulting Agreement
On March 1, 1997, the Company entered into a one year consulting
agreement which provided for a lump-sum payment of $100,000 to be paid
upon signing.
Note 8 - Common Stock Issued with Guaranteed Selling Price
On March 31, 1997, the Company and TTR Israel were served with claims by
and individual demanding, among other things, royalties at the rate of
5% of the proceeds from the sales of products in which the plaintiff
claims to have provided consulting services towards its development.
On May 6, 1997, the Company entered into a settlement agreement whereby
the Company issued to the plaintiff 15,000 shares of its Common Stock,
subject to the following: (a) If the Company registers any additional
shares for sale it will include these shares in its registration
statement; (b) Following the registration of these shares and continuing
for a 180 day period, if the share price averages in excess $15.50 per
share over two consecutive business days the Company's obligation to the
consultant terminates. If the share price is not met, then during the
three days commencing after 180 days the Company will remit to the
consultant the difference between $15.50 per share and the actual
consideration received.
The Company has established a temporary equity account to record its
maximum liability with respect to the shares ($232,500). Payment of any
shortfall will be charged to this account. Any balance remaining at the
end of the holding period will be credited to permanent capital.
-6-
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<PAGE>
ITEM 2. PLAN OF OPERATIONS
The following discussion and exposition should be read in conjunction with
the Financial Statements and related Notes contained elsewhere in this Form
10-QSB.
TTR Inc. (the Company) is engaged in the design and development and
marketing of proprietary software security products that are designed to
prevent the unauthorized reproduction and use of computer software programs
and electronic content. TTR's core software protection technologies are
designed to be used by software publishers for inclusion into their
software products. The Company is in development stage and, to date, has
not realized any operating revenues.
The Company is actively engaged in completing the development and
commencing the intensive marketing of DiscGuard, its proprietary technology
designed to protect against the unauthorized reproduction of electronic
media, specifically CD-ROM and DVD, and anticipates releasing the initial
version by the fourth quarter of 1997. The Company and Doug Carson and
Associates Ltd. (DCA), a leading supplier of mastering interface systems
used by CD-DVD/ROM replicators to mass-produce CD-ROMs, have, effective
November 3, 1997 entered into a Development and OEM Licensing Agreement
(the "License") providing for, inter-alia, the incorporation of the
Company's DiscGuard technology into DCA's mastering interface system. Under
the terms of the License, DCA has been accorded an exclusive,
non-transferable license to merge the DiscGuard technology into DCA's
mastering interface system or its signal processing systems to create
pre-recorded master discs to be used to mass-produce DiscGuard treated
CD-ROM and DVD discs (hereinafter, the "DCA Enhanced MIS"). Upon the
development of the DCA Enhanced MIS to TTR's satisfaction, TTR and DCA will
install the DCA Enhanced MIS into one of the mastering machines of Nimbus
CD International Inc., a Delaware corporation, and leading CD ROM
replicator ("Nimbus"), to produce a first-run of sample DiscGuard treated
CD ROMs (hereinafter, the "First-Run"). The installation of the DCA
Enhanced MIS and the production of the First Run are to be performed in
accordance with a written license agreement to be entered into by TTR, DCA
and Nimbus, which license agreement is in the process of being completed.
Previously, on May 11, 1997 the Company, DCA and Nimbus entered into a
memorandum of understanding relating to the principal terms of such a
proposed license agreement granting Nimbus the right to use the DiscGuard
technology for the purpose of replicating DiscGuard protected CD-ROMs and
DVDs (the Protected Media). Upon successful completion of the First Run,
Nimbus shall be granted an exclusive six month license to produce Protected
Media through mastering machines.
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Subject to the Completion of the First-Run to TTR's satisfaction, DCA
has been granted an exclusive, non-transferable, royalty-free world-wide
license to merge the DiscGuard Technology into DCA's products to produce
DCA Enhanced MIS, and to market and distribute, directly and indirectly,
the DCA Enhanced MIS (hereinafter, the "Exclusive License"). The Exclusive
License continues through December 31, 1998, provided, that, if by such
date DCA shall have sold or upgraded 100 units of its mastering interface
units into which DiscGuard can be integrated to become a DCA Enhanced MIS,
then the Exclusive License shall be extended through December 31, 1999.
Otherwise, the exclusivity provision terminates. If the above minimum sales
or upgrade criteria are met, then by September 31, 1999, DCA and TTR are to
confer for purpose of establishing mutually acceptable minimum unit sales
or upgrade requirements for purposes of renewing the exclusivity
provisions.
Although no assurances can be given with respect to the successful
development and marketing of the DiscGuard product or the DCA Enhanced MIS,
management believes that the integration of the DiscGuard technology into
DCA mastering interface system and Nimbus mastering machines will expose
the Company's DiscGuard product to CD-ROM and DVD-ROM replicators and
publishers worldwide, thereby establishing the infrastructure necessary for
software publishers to integrate the Company's technology into their
software products.
The Company has completed development of SoftGuard, its software
protection solution for non-CD-ROM based software applications, for use on
Windows 3.x and MS-DOS based systems, but does not intend on currently
releasing SoftGuard to the public unless prevailing market conditions
dictate otherwise and the Company develops a sales and other customer
support infrastructure and distribute same using a non-reproducible
protected media.
The Company anticipates undertaking marketing efforts in North America,
Israel, Europe and the Far East to increase awareness of the Company's
products. In this respect the Company will be exploring the possibility of
establishing strategic alliances with appropriate software distributors. In
addition to the DCA and Nimbus relationship, the Company is exploring with
CD recording equipment manufacturers the option of incorporating the
DiscGuard technology into their CD recorders. No assurance can however be
provided that any agreements will result.
The Company's product development is centralized out of the facilities
of its Israeli based subsidiary, TTR Technologies Ltd. (TTR Israel), at 2
Hanagar Street, Kfar Saba 44425 Israel. The Company does not have any
commitments or plans to undertake significant capital expenditures other
than computer workstations as it hires new employees which is not expected
to be more than $150,000.
-8-
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The Company currently has 21 employees and other service providers and
depending on its level of business activity, expects to hire an additional
7-10 in the next 12 month period.
To date, the Company has not generated any revenues from operations. In
February 1997, the Company completed an initial public offering of its
securities consisting of 860,000 shares of its common stock and realized
proceeds of approximately $4,700,000 net of deferred stock offering costs.
For the period from its inception to September 30, 1997, the Company has
incurred total operating losses of $4,647,989. For the three months period
ended September 30, 1997, the Company incurred operating losses of
$795,408.
The Company's operating expenses have increased relative to previous
periods, reflecting the Company's growth and expansion since its initial
public offering. The increase in operating expenses is also due to a great
extent to certain non-cash charges associated with the compensation of
senior Company personnel. In the first quarter of 1997, the Company
recorded deferred compensation in the amount of $2,352,311 in connection
with stock options and stock grants issued to its chief executive officer
and to its newly hired chief financial officer. The amortization of this
deferred compensation resulted in non-cash charges for the nine months
ended September 30, 1997 of $735,000. Non-cash charges of $282,625 and
$50,000 were also charged to sales and marketing and research and
development, respectively, in connection with stock grants to consultants
of the Company. The Company believes that these compensation charges were
necessary to retain the services of competent individuals.
Cash used by operations for the nine months ended September 30, 1997 was
approximately $2,144,600. This amount included the repayment of accrued
interest in the amount of $305,000, including current period interest of
$71,000, in February 1997 when the Company repaid substantially all of its
debt from the proceeds of the offering. In addition, the company prepaid
$220,000 of fees under two consulting contracts with ten-month and two-year
terms, respectively. (See notes to financial statement).
The Company believes that ongoing investment in research and development
and marketing activities will be critical to the ability of the Company to
generate revenues and operate profitably. Since its inception, the Company
has expended approximately $1,159,572 on its research and development
activities. Management anticipates that the Company will continue to expend
funds the development activities of DiscGuard and in the effort to market
its products effectively.
In April 1997, the Company was approved by the Office of the Chief
Scientist of the Government of Israel (OCS) for an additional grant of
$112,500, which amount was subsequently increased to $203,000. To date, the
Company has received approximately
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$160,000 and the Company anticipates receiving the remaining balance over
the course of the next 12 months. These funds will partially offset
research and development costs.
The Company expects, but cannot give assurance, that existing cash
balances and cash flows from activities will be sufficient to meet its
financing needs for at least the next five months, including expected
capital expenditures and working capital to fund operations. During the
next twelve months the Company expects to raise additional funds, though
no assurances can be given that such funds will be available on terms that
are attractive to the Company.
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PART II
Item 1. Legal Proceedings
On March 31, 1997, the Company was served with notice of a law suit
filed with the District Court in Tel Aviv-Jaffa, Israel, by Henry Israel, a
former consultant to the Company, alleging that an oral agreement exists
between the Company and Mr. Israel according to which he is entitled to 5%
of the rights in DiscGuard and SoftGuard, including any further
developments and enhancements therein, as well as any proceeds received
therefrom. Management believes that the allegations are without merit.
Notwithstanding, to avoid costly litigation, the Company entered into an
agreement with Mr. Israel on May 6, 1997 (the Settlement Agreement) whereby
Mr. Israel dismissed the law suit with prejudice in consideration of the
Company's issuance to him of 15,000 shares of common stock. Pursuant to the
Settlement Agreement, the Company has agreed to register such shares and
has guaranteed, under certain circumstances, a gross sale price in an
ordinary brokerage transaction in the over-the-counter market of $15.50 per
share. The Company's obligation shall cease if at any time after
registration of these shares, for a period of 180 days, the sale price at
which the Company's publicly traded common stock trades averages in excess
of $15.50 per share for a consecutive 2 day period. The shares were
registered as part of a Registration.
Item 2. Change in Securities and Use of Proceeds
On February 10, 1997, the Company's Registration Statement covering
the offering of 920,000 shares of the Company's Common Stock, commission
file number 333-11829, was declared effective. The offering commenced on
February 12, 1997 and was managed by First Metropolitan Securities Inc., as
the underwriter named in the Registration Statement (the "Underwriter").
Of the 920,000 shares sold pursuant to the offering, 860,000 shares were
sold by the Company and 60,000 were sold by certain selling stockholders
(the "Selling Stockholders"). In connection with the Offering, the Company
issued to the Underwriter, at a purchase price of $0.001 per warrant,
warrants to purchase up to an aggregate of 80,000 shares of Common Stock at
an exercise price equal to $11.20 per share.
The shares were sold at $7.00 per share, for aggregate proceeds of
$6,020,000 and $420,000 to the Company and the Selling Stockholders,
respectively. The amount of expenses incurred for the Company's account in
connection with the Offering is as follows:
Underwriting Discounts and Commissions $ 602,000
Non Accountable Expense Allowance 180,600
Expense paid to or for the Underwriters 99,948
Other expense: 436,104
--------
Total Expenses $1,318,652
==========
All of the foregoing expenses were direct or indirect payments to
persons other than (i) directors, officers or their associates, (ii)
persons owning ten percent (10%) or more of the Company's Common Stock or
(iii) affiliates of the Company.
The net proceeds of the Offering to the Company after deducting the
above noted expense) were $4,701,348. From the effective date of the
Registration Statement through September 30, 1997, a reasonable estimate of
the utilization of the net proceeds of the offering is a follows:
Purchase and installation of machinery & equipment $ 138,130
Repayment of indebtedness 2,329,045(1)
Additional facilities and working capital 579,382
Research and development 399,019
Marketing 519,722
Temporary investments, including cash and cash
equivalents 736,000
-----------
$4,701,328
==========
Item 3. Default Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on 8-K
Exhibit 27 - Financial Data Schedule
- ----------------
(1) Of this amount, approximately $533,000, representing repayment of principal
and accrued interest on a loan made to the Company, was paid to persons owning
ten percent (10%) of the Company's shares of Common Stock.
-11-
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SIGNATURES
In accordance with 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.
TTR INC.
Registrant
Date: December 16, 1997 By: /s/ N. Robert Friedman
----------------------
N. Robert Friedman
Chief Financial Officer (Principal
Financial and Accounting Officer)
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