Filed On 4/10/06 11:47am ET · SEC File 0-31483 · Accession Number 1096906-6-264
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
4/10/06 Terra Systems Corp 10QSB 6/30/03 5:18 Southridge Svcs LLC/FA
Document/Exhibit Description Pages Size
1: 10QSB Terra Systems Corp June 2003 10-Qsb 12 46K
2: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) 2± 7K
3: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) 2± 7K
4: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) 1 5K
5: EX-32.2 Certification per Sarbanes-Oxley Act (Section 906) 1 5K
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United States
Securities and Exchange Commission
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For quarterly period ended June 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-31483
TERRA SYSTEMS CORP
------------------
(Exact name of registrant as specified in its charter)
UTAH
----
(State or other jurisdiction of incorporation or organization
87-0476073
----------
(I.R.S. Employer Identification No.)
7001 South 900 East, Ste 260, Midvale, Utah 84047
-------------------------------------------------
(Address of principal executive offices)
5912 West 11600 South, Payson, Utah 84651
-----------------------------------------
(Prior Address)
(801) 208-1289
--------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act: None.
Securities registered pursuant to section 12(g) of the Exchange Act:
Common, $0.001 par value
Check 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 such filing requirements for the past
90 days. (1) Yes No X (2) Yes X No
--- --- --- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Common Stock, $0.001 par value Outstanding as of December 28, 2005:
41,302,288
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes X No
--- ---
Terra Systems Corp
Form 10-QSB
For The Quarter Ending June 30, 2003
Part I. Financial Information Page
----
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30 2003 and
December 31, 2002 (Unaudited) 2
Consolidated Statements of Operations for the Three
and Six Months ended June 30, 2003, and 2002, and
for the Cumulative Period February 17, 1996 (Date of
Inception) through June 30 2003 (Unaudited) 3
Consolidated Statements of Cash Flows for the Six
Months ended June 30, 2003, and 2002 and for the
Cumulative Period February 17, 1996 (Date of
Inception) through June 30, 2003 (Unaudited) 4
Notes to the Unaudited Consolidated Financial Statements 5
Item 2. Management's Discussion and Plan of Operation 7
Item 3. Controls and Procedures 9
Part II. Other Information
Item 1. Legal Proceedings 9
Item 2. Unregistered Sales of Equity Securities and Used of Proceeds 10
Item 3. Defaults on Senior Securities 10
Item 4. Other Information 10
Item 5. Exhibits 10
Signatures 11
PART I. FINANCIAL INFORMATION
Item I. Financial Statements
TERRA SYSTEMS, INC AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30, December 31,
2003 2002
----------- -----------
Current Assets
Cash $ 173 $ 3,395
Receivables 79,065 -
------------ ------------
Total Current Assets 79,238 3,395
------------ ------------
Property and Equipment
Land 15,000 -
Furniture and equipment 451,809 451,809
Office building 18,500 12,500
Software 10,380 10,380
Less: Accumulated depreciation (441,582) (420,976)
------------ ------------
Net Property and Equipment 54,107 53,713
------------ ------------
Total Assets $ 133,345 $ 57,108
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 601,766 $ 467,849
Accounts payable to related parties 403,929 379,429
Accrued liabilities 1,053,688 970,485
Accrued interest payable to related parties 393,480 373,563
Legal settlements 185,000 -
Capital lease obligation to related party 237,954 237,954
Notes payable to stockholders - current portion 602,267 625,267
------------ ------------
Total Current Liabilities 3,478,084 3,054,547
------------ ------------
Stockholders' Deficit
Common stock - $0.001 par value; 100,000,000
shares authorized; 23,359,167 and 22,791,880
shares issued and outstanding, respectively 23,359 22,792
Additional paid-in capital 6,714,589 6,626,567
Accumulated deficit (10,082,687) (9,646,798)
------------ ------------
Total Stockholders' Deficit (3,344,739) (2,997,439)
------------ ------------
Total Liabilities and Stockholders' Deficit $ 133,345 $ 57,108
============ ============
See accompanying notes to condensed consolidated financial statements
2
· Enlarge/Download Table
TERRA SYSTEMS, INC AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
From Inception
of the
Development
Stage on
February 17,
For the Three Months For the Six Months 1996
Ended June 30, Ended June 30, Through
---------------------------- ---------------------------- June 30,
2003 2002 2003 2002 2003
------------ ------------ ------------ ------------ ------------
Revenues $ 75,861 $ - $ 75,861 $ - $ 572,237
Cost of Revenues 41,458 - 41,458 - 405,277
------------ ------------ ------------ ------------ ------------
Gross Profit 34,403 - 34,403 - 166,960
------------ ------------ ------------ ------------ ------------
Operating Expenses
Research and development 35,217 42,519 65,624 81,834 1,863,135
General and administrative 92,327 80,796 344,056 135,091 6,758,113
Depreciation and amortization 10,303 16,456 20,606 32,912 751,463
------------ ------------ ------------ ------------ ------------
Total Operating Expenses 137,847 139,771 430,286 249,837 9,372,711
------------ ------------ ------------ ------------ ------------
Loss from Operations (103,444) (139,771) (395,883) (249,837) (9,205,751)
------------ ------------ ------------ ------------ ------------
Nonoperating Income/(Expenses)
Interest expense (15,785) (16,145) (40,006) (32,398) (556,902)
Interest income - - - - 1,709
Gain from relief of debt - - - - 64,284
Loss on sale of securities - - - - (99,000)
Gain or (Loss) on sale of assets - - - 5,000 (287,027)
------------ ------------ ------------ ------------ ------------
Net Nonoperating Expenses (15,785) (16,145) (40,006) (27,398) (876,936)
------------ ------------ ------------ ------------ ------------
Net Loss $ (119,229) $ (155,916) $ (435,889) $ (277,235) $(10,082,687)
============ ============ ============ ============ ============
Basic and Diluted Loss
Per Share $ (0.01) $ (0.01) $ (0.02) $ (0.01)
============ ============ ============ ============
Weighted Average Shares
Outstanding 23,270,318 21,894,202 23,206,179 21,915,585
============ ============ ============ ============
See accompanying notes to condensed consolidated financial statements
3
TERRA SYSTEMS, INC AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
From
Inception
of the
Development
Stage on
February 17,
For the Six Months Ended 1996
June 30, Through
------------------------- June 30,
2003 2002 2003
----------- ----------- ------------
Cash Flows from Operating Activities:
Net loss $ (435,889) $ (277,235) (10,082,687)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Depreciation and amortization 20,606 32,912 751,464
Gain from debt relief - - (64,284)
Loss on sale of investment
securities - - 99,000
Loss (gain) on disposal of assets - (5,000) 292,027
Stock based compensation 45,500 - 2,842,022
Write off of stock subscription - - 22,750
Financing fees 8,090 - 8,090
Changes in current assets and
liabilities:
Receivables (79,065) 500 (79,065)
Accounts payable 133,915 98,584 820,021
Accounts payable - related party 24,500 (17,628) 396,340
Accrued liabilities 83,204 88,358 1,093,626
Accrued litigation expense 185,000 - 185,000
Accrued interest payable 54,917 31,398 428,480
----------- ----------- ------------
Net Cash Provided by (Used in)
Operating Activities 40,778 (48,111) (3,287,216)
----------- ----------- ------------
Cash Flows from Investing Activities:
Purchase of equipment (21,000) - (695,964)
Organization costs paid - - (4,755)
Proceeds from sale of assets - 5,000 117,715
----------- ----------- ------------
Net Cash Provided by (Used in)
Investing Activities (21,000) 5,000 (583,004)
----------- ----------- ------------
Cash Flows from Financing Activities:
Proceeds from borrowings -
stockholders - - 870,111
Payments on borrowings -
stockholders (23,000) - (172,750)
Proceeds from stock issuance and
subscriptions - 62,500 3,358,672
Payments on capital leases - - (185,640)
----------- ----------- ------------
Net Cash Provided by (Used in)
Financing Activities (23,000) 62,500 3,870,393
----------- ----------- ------------
Net Increase (Decrease) in Cash (3,222) 19,389 173
Cash at Beginning of Period 3,395 75 -
----------- ----------- ------------
Cash at End of Period $ 173 $ 19,464 $ 173
=========== =========== ============
Supplemental Cash Flow Information:
Cash paid for interest $ - $ -
Non Cash Investing and Financing
Activities:
Conversion of liabilities to equity $ 35,000 $ 25,000
See accompanying notes to condensed consolidated financial statements
4
TERRA SYSTEMS, INC AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - INTERIM FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the
Company, and are unaudited. In the opinion of management, the accompanying
unaudited financial statements contain all necessary adjustments for fair
presentation, consisting of normal recurring adjustments except as disclosed
herein.
The accompanying unaudited interim financial statements have been
condensed pursuant to the rules and regulations of the Securities and Exchange
Commission; therefore, certain information and disclosures generally included in
financial statements have been condensed or omitted. These financial statements
should be read in connection with the Company's annual financial statements
included in the Company's annual report on Form 10-KSB as of December 31, 2002.
The financial position and results of operations of the interim periods
presented are not necessarily indicative of the results to be expected for the
year ended December 31, 2003
NOTE 2 - RELATED PARTY TRANSACTIONS
The Company entered into capital and operating lease obligations with a
company under common ownership. The Company has violated its lease agreements by
being delinquent in its payments regarding these leases. As of June 30 2003, the
Company owed this related party $540,132 in delinquent rent, executory fees,
late fees, and accrued interest, sales tax, and cash advances. Certain officers
of the Company have from time to time advanced the Company funds used for
operating expenses. All amounts are due on demand with no interest. In addition,
the Company has notes payable outstanding and accrued interest payable. As of
June 30, 2003, the Company owed these officers $1,097,498. Total amounts due to
related parties as shown on the balance sheet as of June 30, 2003 are
$1,637,630.
NOTE 3 - STOCKHOLDERS' DEFICIT
Common Stock Issued for Services - During the six months ended June 30,
2003, the Company issued 324,287 shares of common stock for proceeds of $45,500
or $0.14 to $0.15 per share.
Common Stock Issued for financing fees - During the six months ended
June 30, 2003, the Company issued 43,000 shares of common stock for financing
fees of $8,090 or $0.17 to $0.20 per share.
NOTE 4 - CONTINGENCIES
Threatened Litigation -- The Company and certain officers and directors
of the Company received notice from a litigant's legal counsel of threatened
litigation in 1999. The litigant contended that certain current officers and
directors held and sold a number of Xullux shares that were free trading prior
to the merger of Xullux and Terra Systems. The litigant alleged that the sale
may have impacted the value of the litigant's Terra Systems restricted publicly
issued shares in the company. The litigant claimed that the defendant's
ownership and alleged sale of Xullux stock was not disclosed to him at or during
the time he contributed certain assets and other equipment to Terra Systems in
exchange for the Terra Systems restricted stock. The litigant sought to return
125,000 shares to Terra Systems for value and sought other monetary and punitive
damages in an amount of not less than $1,500,000 including additional costs and
attorney's fees.
In June 2003, the Company entered into a Settlement Agreement and
5
TERRA SYSTEMS, INC AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Mutual Release of All Claims pertaining to these claims. Terms of the agreement
were to issue 200,000 shares of restricted stock to the plaintiff valued at
$26,000 or $0.13 per share and would be deducted from amounts owed by the
Company to a former officer. In addition to the stock, another officer deeded to
the plaintiff one-half interest in an industrial building that was personally
owned by the officer. The value of the one-half interest was determined to be
$150,000. The Company agreed to reimburse the officer $150,000 for the interest
given up. The Company also executed a note to the plaintiff for the amount of
$22,000, which was due on October 1, 2003. If the note was not paid by October
1, 2003 it would go into default and the Company would owe $35,000. The Company
defaulted on the original note and $35,000 was paid in March 2005.
NOTE 5 - BUSINESS CONDITION
The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. During the six-month periods
ended June 30, 2003 and 2002, the Company incurred net losses of $435,889 and
$277,235, respectively. As of June 30, 2003, the Company's losses accumulated
from inception totaled $10,082,687. These factors, among others, indicate that
the Company may be unable to continue as a going concern for a reasonable period
of time. The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amount and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern. The Company's ability to continue as a
going concern is dependent upon its ability to generate sufficient cash flow to
meet its obligations on a timely basis, to obtain additional financing as may be
required, and ultimately to attain successful operations.
During the quarter ended June 30, 2003, the Company's management was in
the process of negotiating various agreements to perform research on and the
development of pneumatic conveyance systems to handle materials in a bulk state
in industrial research and processing. Management also intended to use capital
and debt financing as needed to supplement the cash flows that potentially could
be generated through the successful negotiation of agreements. The Company
entered into an agreement with a corporation for consultation and advisory
services related to business management and marketing. As a result of this
agreement, the Company received $205,500 for the issuance of common stock and
options. This agreement allowed for additional cash proceeds through the
issuance of additional common stock and options.
6
Item 2. Management's Discussion and Plan of Operation
Special Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report contains forward-looking statements about our
business, financial condition, and prospects that reflect our assumptions and
beliefs based on information currently available. We can give no assurance that
the expectations indicated by these forward-looking statements will be realized.
If any of our assumptions should prove incorrect, or if any of the risks and
uncertainties underlying those expectations should materialize, our actual
results may differ materially from those indicated by the forward-looking
statements.
The key factors that are not within our control and that may have a
direct bearing on operating results include, but are not limited to, acceptance
of our services, our ability to expand our customer base, our ability to raise
capital in the future, the retention of key employees, and changes in the
regulation of our industry.
There may be other risks and circumstances that we are unable to
predict. When used in this Quarterly Report, the words "believes," "expects,"
"intends," "plans," "anticipates," "estimates" and similar expressions are
intended to identify forward-looking statements, although there may be some
forward-looking statements not accompanied by these expressions. All
forward-looking statements are intended to be covered by the safe harbor created
by Section 21E of the Securities Exchange Act of 1934.
NOTE: This Quarterly Report for the period ended June 30, 2003, was
prepared in December 2005 and January 2006, in connection with the Company's
efforts to become current in its public reporting.
General
Terra Systems was incorporated in Utah on February 16, 1996, and is a
development-stage company. Our primary business is the development and
commercialization of our patented pneumatic accelerator. This device is a gas
linear particle accelerator that conveys and processes bulk materials at high
velocity in a particle isolate state, using air as the medium of movement. The
traditional and more costly medium for processing bulk materials is water. Our
technology operates efficiently at ambient temperatures and at low pressures and
does not use water. We believe that most if not all organic and inorganic bulk
materials used in basic industries (such as coal, gypsum, black sands, corn,
rice, and wheat) can be more economically separated and classified by our
dry-process technology. This capability facilitates a number of associated
procedures, including: drying, micropulverizing, mixing, forming, conveying, and
loading. In addition, bulk materials can be beneficiated in important ways
including moisture reduction, ash reduction, Btu enhancement, and
electro-customization. Our system can perform multiple tasks, needs less
maintenance, requires no chemical additives, and can improve the surrounding
environmental quality.
Our success and ability to compete will be dependent in part on the
protection of our existing and potential patents, trademarks, trade names,
service marks, and other proprietary rights. Thus, a majority of our research
and development efforts have been focused on product development, testing, and
patent application.
We seek to continue developing our products internally through research
and development, or if appropriate, through strategic partnerships. We expect,
however, that if we can purchase or license products, services, or technologies
from third parties at a reasonable cost, we will do so in order to avoid the
time and expense involved in developing these products, services, or
technologies.
7
Results of Operations
Six months ended June 30, 2003 compared to the six months ended June 30, 2002
From inception through June 30, 2003, we have incurred losses totaling
$10,082,687 and generated revenues of $572,237 from operations. During the six
months ended June 30, 2003, we had sales revenues of $75,861 compared to $0
revenue during the same period during 2002. This factor, among others, raises
substantial doubt concerning our ability to continue as a going concern. We
intend to use capital and debt financing as needed to supplement the cash flows
that we expect will be provided by licensing agreements. Our primary source of
capital historically has been through the sale of our securities, including
sales made upon the exercise of stock options granted to XCEL Associates, Inc.,
and under an agreement dated March 29, 2000.
Realization of sales of our products and services is vital to
operations. We may not be able to continue as a going concern without realizing
additional sales or raising additional capital. We cannot guarantee that we will
be able to compete successfully or that the competitive pressures we may face
will not have a material adverse effect on our business, results of operations
and financial condition. Additionally, a superior competitive product could
force us out of business.
While we have been able to generate testing and product development
revenues since inception, we have been limited in the scope of potential clients
that could be contacted until our patent application was approved. In January
2001, we received notification that we had been awarded a patent on our
Pneumatic Accelerator. We expect that this will enhance our ability to pursue
and enter into project development contracts.
Our net loss for the six months ended June 30, 2003, was approximately
$435,889, compared to a net loss for the six months ended June 30, 2002, of
approximately $277,235. The net loss was attributable to lower than expected
revenues from sales of our products and services. Our expenses for the six
months ended June 30, 2003, were approximately $470,292 of which approximately
73% were general and administrative. Our expenses for the six months ended June
30, 2002 were approximately $277,235, of which approximately 49% were general
and administrative. For the six months ended June 30, 2003, depreciation and
amortization expense was $20,606, compared to depreciation and amortization
expense of $32,912 for the six months ended June 30, 2002.
Since inception, we have realized minimal revenues while incurring
normal fixed overhead and debt service costs. This operating trend is projected
to continue for at least the remaining period of fiscal 2003.
Three months ended June 30, 2003 compared to the three months ended June 30,
2002
During the three-month period ending June 30, 2003 our revenue was
$75,861, compared to $0.00 for the three months ended June 30, 2002. Our net
loss for the three months ended June 30, 2003, was approximately $119,229,
compared to a net loss for the three months ended June 30, 2002, of
approximately $155,916. The net loss was attributable to lower than expected
revenues from sales of our products and services. Our expenses for the three
months ended June 30, 2003, were approximately $153,632 of which approximately
60% were general and administrative. Our expenses for the three months ended
June 30, 2002 were approximately $155,916, of which approximately 52% were
general and administrative. For the three months ended June 30, 2003,
depreciation and amortization expense was $10,303, compared to depreciation and
amortization expense of $16,456 for the three months ended June 30, 2002.
8
Future Business
We see opportunities for our technology and business in an array of
large industries, including power generation, agriculture, mining,
environmental, construction, ceramics, and materials transportation. We
anticipate that we will generate revenues through the sale of our proprietary
equipment, fees, royalties, and profit sharing from licensing of our technology.
Liquidity and Capital Resources
Given our current negative cash flows, it will be difficult for Terra
Systems to continue as a going concern. While the recent issuance of a patent
should allow us to more aggressively pursue revenue, and cash generating
contracts and opportunities, it may be necessary to raise additional funds or
reduce cash expenditures. Funds could be generated through the issuance of
additional stock or through the sale of existing plant and office equipment.
Cash expenditures could be eased through a reduction in overhead costs,
including but not limited to labor and associated employee benefits.
As mentioned in our audited financial statements included with our Form
10-KSB, our audited consolidated financial statements have been prepared on the
assumption that we will continue as a going concern. Our product line is limited
and it has been necessary to rely upon financing from the sale of our equity
securities to sustain operations. Additional financing will be required if we
are to continue as a going concern. If additional financing cannot be obtained,
we may be required to scale back or discontinue operations. Even if additional
financing is available there can be no assurance that it will be on terms
favorable to us. In any event, this additional financing will result in
immediate and possible substantial dilution to existing shareholders.
Item 3. Controls and Procedures
Evaluation of Disclosure Controls and Procedures.
In December 2005, in connection with the preparation of this report,
our Chief Executive Officer and a consultant performing certain services
typically performed by a chief financial officer reviewed and evaluated the
effectiveness of our disclosure controls and procedures (as defined in Exchange
Act Rules 240.13a 14(c) and 15d 14(c)) as of the end of the period covered by
this quarterly report. Based on that evaluation, they concluded that our current
disclosure controls and procedures were effective in providing the material
information required to be disclosed in the reports we file or submit under the
Exchange Act.
While our disclosure controls and procedures provide reasonable
assurance that the appropriate information will be available on a timely basis,
this assurance is subject to limitations inherent in any control system, no
matter how well designed and administered.
Changes in Internal Controls.
There have been no significant changes in our internal controls or in
other factors that could significantly affect internal controls subsequent to
the date we carried out this evaluation.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Threatened Litigation -- The Company and certain officers and directors
of the Company received notice from a litigant's legal counsel of threatened
litigation in 1999. The litigant contended that certain current officers and
9
directors held and sold a number of Xullux shares that were free trading prior
to the merger of Xullux and Terra Systems. The litigant alleged that the sale
may have impacted the value of the litigant's Terra Systems restricted publicly
issued shares in the company. The litigant claimed that the defendant's
ownership and alleged sale of Xullux stock was not disclosed to him at or during
the time he contributed certain assets and other equipment to Terra Systems in
exchange for the Terra Systems restricted stock. The litigant sought to return
125,000 shares to Terra Systems for value and sought other monetary and punitive
damages in an amount of not less than $1,500,000 including additional costs and
attorney's fees.
In June 2003, the Company entered into a Settlement Agreement and
Mutual Release of All Claims pertaining to these claims. Terms of the agreement
were to issue 200,000 shares of restricted stock to the plaintiff valued at
$26,000 or $0.13 per share and would be deducted from amounts owed by the
Company to a former officer. In addition to the stock, another officer deeded to
the plaintiff one-half interest in an industrial building that was personally
owned by the officer. The value of the one-half interest was determined to be
$150,000. The Company agreed to reimburse the officer $150,000 for the interest
given up. The Company also executed a note to the plaintiff for the amount of
$22,000, which was due on October 1, 2003. If the note was not paid by October
1, 2003 it would go into default and the Company would owe $35,000. The Company
defaulted on the original note and $35,000 was paid in March 2005.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ending June 30th 2003, the company issued
10,000 share of common stock valued at $.15 for services and 200,000 shares of
common stock valued at $.18 per share for settlement of legal matters.
The issuance of shares was made in reliance on Section 4(2) of the 1933
Act, and rules and regulations promulgated thereunder, as a transaction not
involving any public offering. No advertising or general solicitation was
employed in the issuance of the securities.
Item 3. Defaults on Senior Securities
None
Item 4. Other Information
As noted above, this Quarterly Report was prepared in December 2005 and
January 2006, in connection with the Company's efforts to become current in its
periodic reporting.
Item 5. Exhibits
None
31.1 Section 302 Certification of Chief Executive Officer
31.2 Section 302 Certification of Consultant Performing certain
services for the Company commonly performed by a Chief
Financial Officer
32.1 Section 1350 Certification
32.2 Section 1350 Certification
10
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Terra Systems, Inc.
By: /s/ Clayton Timothy
----------------------------------
Clayton Timothy
CEO
Date: March 30, 2006
----------------------------------
By: /s/ Mark Faerber
----------------------------------
Mark Faerber
Consultant performing certain services for the Company
commonly performed by a Chief Financial Officer
Date: March 30, 2006
----------------------------------
11
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