UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

|X|      ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

|_|      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

            For the transition period from __________ to __________.

                        Commission file number: 333-90272

                                ----------------

                                 COMPUPRINT, INC
                 (Name of small business issuer in its charter)

                                ----------------

          NORTH CAROLINA                              56-1940918
          --------------                              ----------
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)

 99 Park Avenue, 16th Floor, New York, NY                      10016
(Address of principal executive offices)                     (Zip Code)

Issuer's telephone number:  (212) 286-9197

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: None

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. |_|

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 90 past days. Yes |X| No |_|

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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 or any
amendment to this Form 10-KSB. |_|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

State issuer's revenues for its most recent fiscal year:  $732,150.

The aggregate market value of voting and non-voting stock of the issuer held by
non-affiliates, based on the average of the bid and ask prices on February 27,
2006, was $8,199,571.

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

As of February 27, 2006, we had 43,008,338 shares of common stock issued and
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

   TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES |_| NO |X|


<PAGE>



                                COMPUPRINT, INC.

                                TABLE OF CONTENTS

                                                                            PAGE

PART I

Item 1.             Description of Business                                   3

Item 2.             Description of Property                                   9

Item 3.             Legal Proceedings                                         9

Item 4.             Submission of Matters to a Vote of Security Holders       9


PART II

Item 5.             Market for Common Equity and Related                      10
                    Stockholder Matters

Item 6.             Management's Discussion and Analysis                      14
                    or Plan of Operations

Item 7.             Financial Statements                                      22

Item 8.             Changes In and Disagreements With Accountants             42
                    on Accounting and Financial Disclosure

Item 8A.            Controls and Procedures                                   43

Item 8B.            Other Information                                         43


PART III

Item 9.             Directors and Executive Officers of the Registrant        44

Item 10.            Executive Compensation                                    46

Item 11.            Security Ownership of Certain Beneficial Owners           53
                    and Management

Item 12.            Certain Relationships and Related Transactions            57

Item 13.            Exhibits                                                  62

Item 14.            Principal Accountant Fees and Services                    65

Signatures                                                                    66


                                       2
<PAGE>


                                     PART I

ITEM 1.    DESCRIPTION OF BUSINESS

GENERAL OVERVIEW

We are a North Carolina corporation named CompuPrint, Inc. We maintain our
executive offices at 99 Park Avenue, 16th Floor, New York, New York 10016,
telephone number: 212-286-9197. We maintain a web site at www.terrainsight.com.

Prior to May 19, 2005, we were essentially a shell company with no material
assets or operations. On May 19, 2005, we split off all of our former business
and operations, and acquired Terra Insight Corporation.

We only recently began our current business operations, on May 19, 2005, when we
acquired the business of Terra Insight Corporation. Terra Insight Corporation is
a Delaware corporation, incorporated on January 7, 2005, that provides mapping
and analysis services for exploration companies related to natural resources to
be found beneath the surface of the earth utilizing unique technologies and
scientific analysis techniques. Prior to May 19, 2005, we had substantially no
operations.

Terra Insight Corporation is a Delaware corporation, incorporated on January 7,
2005, that provides mapping and analytic services to exploration, drilling and
mining companies, using an integrated approach with proprietary attributes to
gather, manage and interpret geologic and satellite data to improve the
assessment of resources. The services provided by Terra Insight Corporation
include those supplied pursuant to a services agreement with The Institute of
Geoinformational Analysis of the Earth, a foreign related party of Terra Insight
Corporation. The Institute of Geoinformational Analysis of the Earth is owned
and operated by Ivan Railyan, President and Chairman of CompuPrint.

We provide our services to customers for a cash fee, on a per service
transaction basis to our customers. Our services are not available to the
general public. Our business model for the future places greater emphasis on:
seeking joint venture and similar relationships with third parties to map and
analyze certain geographic areas in exchange for oil or mineral rights;
acquiring licenses for targeted oil and mineral rights; and, acquiring stock,
royalties or working interests in exploration projects.

ORGANIZATION HISTORY

CompuPrint, Inc. was incorporated on September 15, 1995 in the State of North
Carolina.

Prior to 2002, CompuPrint was a remanufacturer and distributor of laser and ink
jet printer cartridges. Thereafter, CompuPrint's business plan consisted of the
sale of laser and ink jet printer cartridges through independent sales
representatives compensated on a commission basis. On August 19, 2003,
CompuPrint sold all operations and net assets of its laser and inkjet printer
cartridge operations in exchange for forgiveness of debt. After the sale,
CompuPrint had no material operations and was searching for new business
opportunities in the laser and inkjet printer cartridge industry.

On May 19, 2005, CompuPrint entered into a Split-Off Agreement with David
Allison, CompuPrint's sole officer and director and CompuPrint's controlling
shareholder. Pursuant to the agreement, CompuPrint transferred all of its assets
and liabilities to CompuPrint Ventures, Inc., a newly formed North Carolina
corporation, in exchange for 100% of the equity of CompuPrint Ventures, Inc.
Immediately following the transfer, CompuPrint transferred its 100% of the
equity of CompuPrint Ventures, Inc. to Mr. Allison in exchange for 13,086,360
shares of common stock that he held, which were then cancelled, and for the
release by Mr. Allison to CompuPrint of all rights to any amounts advanced or
otherwise loaned by Mr. Allison to CompuPrint.


                                       3
<PAGE>


On May 19, 2005, CompuPrint entered into an Agreement and Plan of Reorganization
with Terra Insight Corporation, a Delaware corporation, and the three
shareholders of Terra Insight Corporation. Pursuant to the reorganization
agreement, CompuPrint issued 35,029,980 shares of common stock, constituting
approximately 90% of CompuPrint's outstanding common stock after the issuance,
in exchange for all of the equity of Terra Insight Corporation in a transaction
viewed as a reverse acquisition. The three shareholders of Terra Insight
Corporation received the following number of shares of CompuPrint's common
stock: Ivan Railyan, 29,775,483 shares; Roman Rozenberg, 3,502,998 shares; and
Dan Brecher, 1,751,499 shares. In connection with the transaction, CompuPrint's
sole officer and director resigned and the three shareholders of Terra Insight
Corporation were appointed to CompuPrint's Board of Directors. Subsequently, Mr.
Railyan was appointed President and Chairman of the Board, Mr. Rozenberg was
appointed Chief Executive Officer, and Mr. Brecher was appointed CompuPrint's
Secretary. No director, executive officer or person who may be deemed to be an
affiliate of Terra Insight Corporation had any direct or indirect interest in
CompuPrint prior to the completion of the reverse acquisition.

On July 6, 2005, we formed an entity named Tierra Nevada Exploration Partners,
LP, a Delaware limited partnership, in furtherance of our proposed exploration
project with Enficon Establishment. Our wholly-owned subsidiary, Terra
Resources, Inc., is the general partner of Tierra Nevada Exploration Partners,
LP, with an initial 100% partnership interest.

On July 12, 2005, we formed an entity named New Found Oil Partners, LP, a
Delaware limited partnership, in contemplation of an exploration project. Our
wholly-owned subsidiary, Terra Resources, Inc., is the general partner of the
entity with an initial 100% interest.

We have not been subject to bankruptcy, receivership or any similar proceedings.

BUSINESS OF TERRA INSIGHT CORPORATION

We provide mapping and analytic services to exploration, drilling and mining
companies, using an integrated approach with proprietary attributes to gather,
manage and interpret geologic and satellite data to improve the assessment of
natural resources. The proprietary analytic technology utilizes a broad range of
available geological information, together with satellite and aerial
photographs, supplementing other geological exploration work, such as thematic
processing of recent remote Earth sensing data, making it possible to optimize
the acquisition of seismic or other geophysical sensing. These efforts can be
directed to various uses, and are used with regard to exploration projects
covering a wide range of natural resources. The mapping services consist of an
analysis of a specified geographic area to predict where natural resources, such
as oil, mineral ores, water, or diamonds are likely to exist, so that assessment
can be made of the commercial prospects of exploring, drilling or mining in a
specified area. The mapping services and the analysis of the geographic area are
accomplished using mathematical techniques to process the information gathered.
The mapping services do not replace traditional exploration techniques, but
rather are intended to supplement and optimize the traditional geological
exploration.

Most of the mapping and analytic services are performed with the use of
technology and services obtained from The Institute of Geoinformational Analysis
of the Earth (the "Institute"), pursuant to an exclusive licensing agreement and
a services agreement. The Institute is an international professional services
firm, owned and operated by our President and Chairman, Ivan Railyan, which
specializes in the development and application of remote sensing and geographic
information technologies. Remote sensing and spatial database technologies are
tools used by natural resource scientists to better understand, use and manage
the Earth's resources. We have an exclusive, worldwide 30-year renewable license
for the use of the technology of the Institute. We are required to pay the
Institute $600,000 each year under the license agreement. The Institute has also
entered into an agreement to render services to us, and to refer all inquiries
for commercial contract services to us.


                                       4
<PAGE>


We provide our services to customers for a cash fee, on a per service
transaction basis to our customers. Our services are not available to the
general public. Our business model for the future places greater emphasis on:
seeking joint venture and similar relationships with third parties to map
certain geographic areas in exchange for royalties, participation or other oil
or mineral rights; acquiring licenses for targeted oil and mineral rights, and,
acquiring stock, royalties and working interests in exploration projects. We may
also seek to invest in, arrange for, or contribute capital to, such exploration
projects.

On September 13, 2005, Tierra Nevada Exploration Partners, LP submitted bids at
a competitive oral sale of Federal lands in the State of Nevada for oil and gas
leasing, conducted by the Bureau of Land Management, an agency within the U.S.
Department of the Interior. Tierra Nevada's bids for nine separate parcels of
land, totaling approximately 15,439 acres, were accepted at the auction, at an
aggregate price of approximately $435,516. The partnership paid a bid deposit of
$54,725 at the auction, and, subsequently paid $380,791 on September 26 2005.
The bids were made without detailed knowledge of the condition of the
properties, accessibility to the properties, their suitability for oil and gas
operations, the history of prior operations on such properties, the amount of
any proven or probable reserves in the properties, or the potential economic
significance of the properties. In October 2005, we received offers of leases
for eight of the nine parcels, totaling 14,361 acres. In November 2005, we were
informed by the Bureau of Land Management that with respect to the one other
parcel that Tierra Nevada submitted a bid for and paid for, such land was
offered for bid in error, due to an overlap of certain territory with an
existing lease, and we are evaluating our options with respect to such parcel.
Generally, leases from the Bureau of Land Management issue for a primary term of
10 years, and continue beyond the primary term as long as the lease is
producing. Rental is $1.50 per acre for the first 5 years, and $2 per acre after
that period, until production begins. Once a lease is producing, the Bureau of
Land Management charges a royalty of 12.5% on the production. The eight leases
were effective as of November 1, 2005.

On December 13, 2005, Tierra Nevada Exploration Partners, LP submitted bids at a
competitive oral sale of Federal lands in the State of Nevada for oil and gas
leasing, conducted by the Bureau of Land Management, an agency within the U.S.
Department of the Interior. Tierra Nevada's bids for two separate parcels of
land, totaling approximately 1,240.44 acres, were accepted at the auction, at an
aggregate price of approximately $30,935. The bids were made without detailed
knowledge of the condition of the properties, accessibility to the properties,
their suitability for oil and gas operations, the history of prior operations on
such properties, the amount of any proven or probable reserves in the
properties, or the potential economic significance of the properties. Generally,
leases from the Bureau of Land Management issue for a primary term of 10 years,
and continue beyond the primary term as long as the lease is producing. Rental
is $1.50 per acre for the first 5 years, and $2 per acre after that period,
until production begins. Once a lease is producing, the Bureau of Land
Management charges a royalty of 12.5% on the production. The leases were
effective as of January 1, 2006.

PRODUCTS AND SERVICES

We provide information, consulting services and reports that include geological
maps of a defined geographic territory and our analyses and assessment of the
likelihood of the existence of a targeted-for natural resource in a specifically
requested territory, so that our customers can assess the commercial prospects
of exploring, drilling or mining in a specified area.

SALES AND MARKETING

To date, our customers have been those of whom our executives had direct prior
knowledge. We seek customers on an individual basis. We do not utilize a sales
or marketing team.


                                       5
<PAGE>


COMPETITIVE BUSINESS CONDITIONS

We believe the principal competitive factors in our business are the accuracy of
information we provide to customers and price. Although we do not believe that
we have a direct competitor for our particular service offering, we do face
significant competition within the natural resource exploration service
industry. We compete against major natural resource exploration and production
companies that conduct their geological and exploration analysis in-house, and
other independent geological and information companies, consultants and service
providers. This includes companies and consultants that provide software for
visualizing, analyzing and modeling sub-surface structures, that provide geology
maps and databases, and that perform geological interpretation and assessment
services.

DEPENDENCE ON MAJOR CUSTOMERS

For the year ended December 31, 2005, we derived all our revenues from three
customers.

LICENSE AGREEMENT

We have an exclusive, worldwide 30-year renewable license for the use of all of
the technology of the Institute, which has as its focus the exploration,
sustainable development and management of the Earth's resources and the
monitoring of the environment. We are required to pay the Institute $600,000
each year under the license agreement until we have achieved certain milestones,
upon which the payments increase.

SERVICES AGREEMENT

The Institute has also entered into an agreement to render services to us, and
to refer all inquiries for commercial contract services to us. The Institute
will perform certain contract services for us at no more than 40% of the
published rates of $500 per square kilometer, with minimum annual fees totaling
$500,000, and with offsets against the license fee until certain minimum
revenues are obtained. Commencing in 2007, the minimum annual services fee
payments to the Institute are to increase annually by the lesser of four percent
or the percentage increase of the New York Consumer Price Index using 2005 as
the base year. The agreement further provides that in any calendar year in which
our revenues are less than $6,000,000, the initial minimum annual services fees
of $500,000 is to be offset against the annual license fee of $600,000. This
offset will continue until such time that our annual revenues reach at least $10
million in a calendar year, or our market capitalization exceeds $100 million at
a time when our annual revenues reach $6 million or more.

EXPLORATION AGREEMENT

On June 30, 2005, we entered into an agreement with Enficon Establishment, a
Liechtenstein company, for the formation, operation, financing and development
of a Delaware limited partnership, Tierra Nevada Exploration Partners, LP, in
connection with the exploration of certain natural resource deposits in the
State of Nevada. Our subsidiary, Terra Resources, Inc., is the general partner
of the partnership. The plan is to pursue acquisition of the leases related to
oil rights in certain properties in a designated area of Nevada to implement an
exploration program for the drilling of three wells. We provided $2 million in
funding to the project, and are to provide up to a total of $3 million in
funding for the project. Enficon is to provide up to $3 million as capital
contribution in furtherance of the project. Assuming such funding by Enficon, of
which there is no assurance, Enficon would have a 50% interest as a limited
partner in the partnership. To the extent that Enficon contributes less than the
amount we contribute to the partnership, Enficon's interest in the partnership
will be diluted. To the extent that additional third-party financing is
required, our interest and the interest of Enficon in the partnership, or both,
may be diluted.


                                       6
<PAGE>


We agreed to grant Enficon, subject to Enficon's satisfaction of certain
conditions, a non-assignable first right of refusal for the providing of funding
to certain other projects that we may agree to finance. The first right of
refusal was conditioned upon Enficon's full purchase of $5 million dollars in 6%
convertible debentures maturing December 31, 2007, convertible at $1 per share
into an aggregate of 5 million shares of our common stock, pursuant to a
Securities Purchase Agreement dated June 30, 2005 entered into by Enficon with
us. The first right of refusal is of no effect until Enficon has timely paid for
and converted in full the total of $5 million of convertible debentures, and is
of no effect until Enficon has also timely provided the full amount required of
Enficon to fund its limited partnership interests pursuant to the terms of the
exploration agreement. Provided we agree that the conditions for the first right
of refusal have been satisfied, the first right of refusal is to last so long as
Enficon retains ownership of the majority of the five million shares of our
common stock to be issued upon conversion of the convertible debentures that
Enficon may purchase from us. The agreement provides that Enficon will forfeit
its first right of refusal if Enficon breaches its obligations under the
agreement or declines to fund two projects that are subsequently funded on the
terms Enficon declined, or if Enficon agrees to fund a project but fails to do
so. On July 5, 2005, Enficon purchased $2 million in convertible debentures from
us, and on September 8, 2005, Enficon purchased an additional $1 million in
convertible debentures pursuant to the June 30, 2005 Securities Purchase
Agreement.

DAVIDSON LEASEHOLD TRANSACTION

On January 26, 2006, TexTerra Exploration Partners, LP, a newly formed limited
partnership of which Terra Resources, Inc. (a first tier subsidiary of Terra
Insight Corporation) is the general partner, entered into agreements in
furtherance of transactions pursuant to a Farmout Agreement with Davidson
Energy, L.L.C. and Johnson Children's Trust No. 1, dated January 10, 2006. The
Farmout Agreement regards the development of the Richard Bellows 1280-acre oil
and gas lease, covering two 640 acre tracts in La Salle County, Texas. Davidson
Energy, L.L.C. and Johnson Children's Trust No. 1 obtained the Bellows Lease by
assignment from the original lessees, Darrel Canion and Marian Canion and from
other prior estate holders (Main Plaza Corporation, Jarret B. Meuth and William
R. Meuth, Jr who had reserved a mineral fee estate). TexTerra's leasehold
interest is subject to an approximate 25% royalty interest to the assignors to
Davidson and the Johnson Children's Trust, leaving an approximately 75% net
revenue interest to be split between Davidson Energy and the Johnson Children's
Trust, on the one hand, and TexTerra, on the other hand.

Subject to the conditions set forth in the Farmout Agreement, Davidson Energy
and Johnson Children's Trust are to assign to TexTerra a 70% working interest
(70% of the 75% net revenue interest) in and to the Railroad Commission spacing
unit (a defined area around a well hole under Texas law). The purchase price for
TexTerra's 70% working interest is TexTerra's agreement to pay up to the
budgeted amount of $1,417,150 for drilling, testing, stimulating, completing and
equipping the initial well. Any additional costs are to be paid 70% by TexTerra
and 30% by Davidson Energy. The remaining 30% working interest (30% of the 75%
net revenue interest) shall be retained by Davidson Energy and Johnson
Children's Trust.

TexTerra's initial well interest and TexTerra's interest in the remaining
acreage under the leases shall, subject to the leases, be considered to be
earned at the later to occur of (a) deposit by TexTerra of the costs of drilling
the initial well, or (b) the deposit by TexTerra of the initial well dry hole
costs with the operator, at which time Davidson Energy and Johnson Children's
Trust shall deliver a fully executed and recordable assignment covering the
leases which conveys to TexTerra a 70% working interest in the initial well
spacing unit and a 50% working interest in all other acreage covered by the
leases.

After the initial well, Davidson Energy and Johnson Children's Trust shall have
the right, but not the obligation, to participate in a 50% interest in future
wells on the lease. The rights of the parties pursuant to the Farmout Agreement
will be subject to the terms of a joint operating agreement. In the event
Davidson Energy and Johnson Children's Trust elect not to participate in future
wells on the lease, they shall receive the carried interest discussed below.


                                       7
<PAGE>


In the event Davidson Energy and Johnson Children's Trust together decide not to
participate in a future well or wells on the lease, Davidson Energy and Johnson
Children's Trust shall promptly deliver a recordable assignment of their working
interest in and to the leases and the spacing unit assigned to the proposed
well, reserving there from a carried interest of a back-in 10% working interest.
Such back-in interest shall become effective if and when TexTerra reaches payout
on the lease. Payout shall be deemed to have occurred as of the first day of the
month following the month in which the result of the following formula is equal
to or greater than one: (a) TexTerra cumulative net production revenue (from
initial well plus wells subject to backin interest), divided by (b) TexTerra
cumulative cost (from initial well plus wells subject to backin interest).

FUNDING FOR DRILLING THE INITIAL WELL ON THE DAVIDSON LEASEHOLD

In January 2006, to fund its obligations under the Farmout Agreement with
Davidson Energy and Johnson Children's Trust (the "Davidson Project"), TexTerra
entered into The Limited Partnership Agreement of TexTerra, dated as of January
22, 2006, between TexTerra, Terra Resources, Inc., the general partner, and
Enficon Establishment, a limited partner, which sets forth the rights and duties
of the partners. Pursuant to the Limited Partnership Agreement, Enficon is
responsible for $1,133,720, which is 80% of the budgeted costs ($1,417,150) for
the initial well on the Davidson Project, and 80% of the expenditures for
professional fees, including TexTerra's oil and gas consultant, legal costs,
title review fees, the costs of the Company's technical studies, and additional
cash calls made by Terra Resources to cover the direct costs from third parties
directly related to the Davidson Project.

If additional funding is required for the initial well, Terra Resources and
Enficon are to be responsible for such additional costs in the ratio of 20% to
80%, respectively. Enficon's interest in TexTerra is limited to the initial well
to be drilled in the Davidson Project, to the extent of 65% of the net revenue
interest received by TexTerra from the initial well after payment of a 5%
overriding royalty to Terra Insight Corporation and after repayment of the
budgeted costs paid by Enficon and Terra Resources. Until such budgeted costs
are paid back in full to Enficon and Terra Resources, TexTerra will pay net
revenue it receives from the initial well 80% to Enficon and 20% to Terra
Resources after payment of its own costs and the 5% overriding royalty to Terra
Insight Corporation.

GOVERNMENT REGULATION AND COMPLIANCE WITH ENVIRONMENTAL LAWS

We are not aware of any federal, state and local laws, rules and regulations
affecting our business as presently conducted. In the event that we alter our
business model and engage in activities directly involving the exploration and
exploitation of oil and other natural resources, we may become required to make
the necessary expenditures to comply with the applicable health and safety,
environmental and other regulations.

INTELLECTUAL PROPERTY

We rely heavily on intellectual property, including the intellectual property we
license. We regard our trademarks, copyrights, licenses, and other intellectual
property as valuable assets and use intellectual property laws, as well as
license and confidentiality agreements with our employees, certain customers,
dealers, and others, to protect our rights. In addition, we exercise reasonable
measures to protect our intellectual property rights and intend to enforce these
rights when we become aware of any potential or actual violation or misuse.

Intellectual property licensed from third parties, including from the Institute,
is a vital component of our service offerings and, cannot be independently
replaced or recreated by us or others.

EMPLOYEES

As of February 27, 2006, we have fifteen employees, of whom five serve in
officer capacities and ten serve in scientific and administrative capacities.
Our Chief Executive Officer is a full time employee. Our Chief Operating Officer
devotes substantially all of his time to our business. The other officers work
on a part-time basis. Eight of the ten non-officer personnel work on a full-time
basis.


                                       8
<PAGE>


ITEM 2.    DESCRIPTION OF PROPERTY

We presently sublease our executive office facilities in New York, New York, on
a month-to-month basis, pursuant to an oral agreement with an officer. The rent
was $1,500 per month through November 2005, and is currently $2,250 per month.

We also lease additional office facilities at 150 East 57th Street, New York,
New York, pursuant to a lease commenced on December 5, 2005 and ending on
December 31, 2007, at $4,600 a month.

We also sublease office facilities at Leninski Prospect 132, Suite 707, Moscow,
Russia, at approximately $14,000 per quarter. The sublease is pursuant to an
oral agreement entered on August 15, 2005. We intend to enter into a sublease
agreement for these premises, on a year-to-year or longer basis, in the near
future.

We believe that our present office facilities are suitable for our present
needs. Our offices are not covered by insurance.

In September 2005, Tierra Nevada Exploration Partners, LP, an affiliate of the
Company, was the successful bidder in auctions for nine separate oil and gas
leases on Federal lands in the State of Nevada, conducted by the Bureau of Land
Management (BLM), an agency within the U.S. Department of the Interior. The
parcels total 15,439 acres, at an aggregate purchase price of $435,516. Leases
from BLM are for a primary term of 10 years, and continue beyond the primary
term as long as the lease is producing. Rental is $1.50 per acre for the first 5
years ($2 per acre after that) until production begins. Once a lease is
producing, the BLM charges a royalty of 12.5% on the production. The leases are
effective November 1, 2005.

On December 13, 2005, Tierra Nevada Exploration Partners, LP was the successful
bidder in auctions conducted by the Bureau of Land Management for two separate
parcels of land, totaling approximately 1,240.44 acres in Nevada. Our bid was
for at an aggregate price of approximately $30,935. Leases from the Bureau of
Land Management are issued for a primary term of 10 years, and continue beyond
the primary term as long as the lease is producing. Rental is $1.50 per acre for
the first 5 years, and $2 per acre after that period, until production begins.
Once a lease is producing, the Bureau of Land Management charges a royalty of
12.5% on the production. The leases are effective as of January 1, 2006.

As of December 31, 2005, total costs incurred in connection with the acquisition
of the above-mentioned land leases amounted to $1,663,999, which consisted of
acquisition costs in the amount of $1,197,548 and land leases of $466,451.


ITEM 3.    LEGAL PROCEEDINGS

We are not a party to, and none of our property is subject to, any pending or
actual threatened lawsuits or other legal or governmental proceedings.


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


                                       9
<PAGE>


                                     PART II

ITEM 5.    MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED
           STOCKHOLDER MATTERS

MARKET INFORMATION

Our common stock is quoted on the OTC Bulletin Board under the symbol "CPPT."
The following table sets forth, for the fiscal periods indicated, the high and
low bid prices per share of common stock as reported on the OTC Bulletin Board.
The quotations reflect inter dealer prices, without retail mark-up, mark-down or
commissions and may not represent actual transactions.

Stock prices prior to May 19, 2005 reflect a predecessor business, which was
essentially a shell company with no material operations, and are not related to
our current business operations. On May 9, 2005, we authorized a forward split
of our common stock at a ratio of 4.36212 to 1. For purposes of the quotation on
the OTC Bulletin Board, the record date for the forward split was May 26, 2005
with a payment date of May 31, 2005, and an ex-dividend date of June 1, 2005.
Stock prices for dates prior to May 19, 2005 have not been adjusted in the table
below to give effect to the forward stock split.

                                                          High           Low
                                                          -----          -----

Fiscal Year 2004
---------------------------------
Quarter ending March 31, 2004                             $0.15          $0.15
Quarter ending June 30, 2004                              $0.15          $0.07
Quarter ending September 30, 2004                         $0.10          $0.10
Quarter ending December 31, 2004                          $0.10          $0.10

Fiscal Year 2005
---------------------------------
Quarter ending March 31, 2005                             $0.10          $0.10
Quarter ending June 30, 2005                              $3.00          $0.10
Quarter ending September 30, 2005                         $2.00          $1.25
Quarter ending December 31, 2005                          $1.25          $0.20


HOLDERS

As of February 27, 2006, we had 28 record holders of our common stock. The
number of record holders does not include beneficial owners of common stock
whose shares are held in the names of various security brokers, dealers, and
registered clearing agencies.

DIVIDENDS

We have never declared any cash dividends on our common stock. Future cash
dividends on the common stock, if any, will be at the discretion of our Board of
Directors and will depend on our future operations and earnings, capital
requirements and surplus, general financial condition, contractual restrictions,
and other factors that the Board of Directors may consider important. The Board
of Directors does not intend to declare or pay cash dividends in the foreseeable
future. It is the current policy to retain all earnings, if any, to support
future growth and expansion.

TRANSFER AGENT

The transfer agent for our common stock is Continental Stock Transfer & Trust
Company.


                                       10
<PAGE>


RECENT SALES OF UNREGISTERED SECURITIES

Each of the issuance and sale of securities described below was deemed to be
exempt from registration under the Securities Act in reliance on Section 4(2) of
the Securities Act as transactions by an issuer not involving a public offering.
No advertising or general solicitation was employed in offering the securities.
All recipients either received adequate information about us or had access,
through employment or other relationships, to such information.

On May 9, 2005, the Company filed an Articles of Amendment to the Company's
Articles of Incorporation to increase the Company's authorized shares of common
stock from 9,000,000 shares to 100,000,000 shares, and in connection with the
increase in shares of common stock, to affect a forward split at a ratio of
4.36212 to 1. For stock issuances prior to May 19, 2005, the number of shares
issued have not been adjusted to reflect the stock split and are referred to as
pre-split shares. For issuances on May 19, 2005 and thereafter, the number of
shares issued reflects the forward stock split and are referred to as post-split
shares.

In January 2002, the Company issued 1,500 pre-split shares of its common stock,
at $1.00 per share, to an independent contractor for partial compensation for
web site development.

In January 2002, the Company issued 25,000 pre-split shares of its common stock
to KGL Investments, Ltd., the beneficial owner of which is Kaplan Gottbetter &
Levenson, LLP, the former counsel to the Company. The shares were issued in
exchange for $25,000 worth of legal services rendered.

On December 29, 2003, the Company issued 3,000,000 pre-split shares of its
common stock to its president, David Allison in consideration for his duties
relating to his appointment as the Company's sole officer.

On May 19, 2005, the Company entered into an Agreement and Plan of
Reorganization with Terra Insight Corporation, a Delaware corporation, and the
three shareholders of Terra Insight Corporation. Pursuant to the reorganization
agreement, the Company acquired the business of Terra Insight Corporation,
together with its inactive subsidiary, Terra Resources, Inc., a Delaware
corporation. Pursuant to the reorganization agreement, the Company exchanged
35,029,980 post-split shares of its common stock in exchange for all of the
shares of common stock of Terra Insight Corporation in a transaction viewed as a
reverse acquisition. The three shareholders of Terra Insight Corporation
received the following number of post-split shares:

                   Ivan Railyan                           29,775,483
                   Roman Rozenberg                        3,502,998
                   Dan Brecher                            1,751,499

On May 19, 2005, as a consequence of the Agreement and Plan of Reorganization
with Terra Insight Corporation, the Company assumed the obligations of three
executive employment agreements of Terra Insight Corporation. Ivan Railyan,
Roman Rozenberg, and Dan Brecher have stock options to purchase shares of the
Company's common stock, exercisable for five years from January 7, 2005 at $0.32
per share. Mr. Railyan is entitled to acquire up to 1,033,334 post-split shares
of the Company's common stock, and each of Mr. Rozenberg and Mr. Brecher are
entitled to acquire up to 1,033,333 post-split shares of the Company's common
stock. The stock options are subject to future vesting. One-half of the stock
options shall vest following the first fiscal year end in which the Company's
earnings before interest, taxes, depreciation, and amortization (EBITDA) exceeds
$2,000,000 or its gross revenues exceed $6,000,000. The remaining stock options
shall vest following the first fiscal year end in which the Company's EBITDA
exceeds $4,000,000 or its gross revenues exceed $10,000,000.

On May 19, 2005, the Company sold 2,411,138 post-split shares of common stock to
two accredited investors for gross proceeds of $1,750,000. In connection with
the sale of securities, the Company granted the investors certain registration
rights, agreeing to use its best efforts to file a registration statement for
the resale of the shares that they purchased within ninety days, and seeking
effectiveness within 180 days. If the Company fails to perform its obligations
in connection with the filing of the registration statement, for each thirty day
period that the registration statement is not timely filed, the Company is to
pay the investors as liquidated damages a number of shares equal to two percent
of the total outstanding capital. The proceeds of the sale of securities were
used for working capital.


                                       11
<PAGE>


On May 20, 2005, the Company entered into an agreement with Kenneth Oh, pursuant
to which the Company issued stock options to purchase 250,000 post-split shares
of the Company's common stock. The stock options are exercisable for five years
at $0.80 per share. The stock options were to vest, subject to conditions of
services to the Company, as follows: options to purchase 187,500 shares on May
20, 2006; additional options to purchase 31,250 shares on May 20, 2007; and the
remaining options to purchase 31,250 shares on May 20, 2008. On December 29,
2005, the agreement was amended to accelerate the vesting date for the options
to December 30, 2005.

On June 13, 2005, in connection with the employment agreement, the Company
granted Dmitry Vilbaum stock options to purchase 413,333 post-split shares of
the Company's common stock. The stock options are exercisable for five years at
$0.80 per share. The stock options were to vest, subject to conditions of
services to the Company, as follows: options to purchase 310,000 shares on June
13, 2006; additional options to purchase 51,667 shares on June 13, 2007; and the
remaining options to purchase 51,666 shares on June 13, 2008. On December 29,
2005, the agreement was amended to accelerate the vesting date for the options
to December 30, 2005.

On June 29, 2005, the Company entered into an agreement with Dmitry Vilbaum,
pursuant to which the Company issued stock options to purchase 500,000
post-split shares of the Company's common stock. The stock options are
exercisable for five years at $1.00 per share. The stock options were to vest,
subject to conditions of services to the Company, as follows: options to
purchase 375,000 shares on June 29, 2006; additional options to purchase 62,500
shares on June 29, 2007; and the remaining options to purchase 62,500 shares on
June 29, 2008. On December 29, 2005, the agreement was amended to accelerate the
vesting date for the options to December 30, 2005.

On June 29, 2005, the Company entered into a consulting agreement with Stuart
Sundlun, pursuant to which the Company issued stock options to purchase 500,000
post-split shares of the Company's common stock. The stock options are
exercisable for five years at $0.80 per share.

On June 30, 2005, the Company entered into a Securities Purchase Agreement with
Enficon Establishment, a Liechtenstein company, for the sale of up to a
principal amount of $5 million in 6% convertible debentures due December 31,
2007. On July 5, 2005, Enficon purchased a $2 million debenture, and on
September 8, 2005, Enficon purchased an additional $1 million debenture. We
allocated $1 million of $3 million in proceeds from the sale of debentures to
our working capital, and the other $2 million in furtherance of an exploration
project being conducted by Tierra Nevada Exploration Partners, LP, in which we
currently hold a 100% partnership interest. The debentures are convertible into
shares of the Company's common stock at $1.00 per share. Interest accrues on the
principal amount of the debenture at the simple rate of 6% per year from the
date of issuance. Interest is payable at maturity. In the event of conversion of
the debenture, in whole or in part, the holder forfeits any accrued interest on
the converted principal amount. The debentures are subject to a mandatory
conversion in the event that the Company's non-insider common stock trades in
the public securities market at a price of $2.00 per share or more with a mean
average weekly volume of 250,000 shares or more in eight consecutive weeks. In
connection with the sale of securities, the Company granted Enficon certain
registration rights, agreeing to include, in a registration statement that the
Company files, the resale of the shares underlying the debentures that Enficon
purchased. The Company intends to file a separate registration statement at a
later date for the resale of the shares underlying the debentures that Enficon
purchased on September 8, 2005. The agreement provides that the Company can send
notice to Enficon requesting the purchase of the final $2 million debenture at a
future date, which Enficon is not committed to purchase. The Company is to
allocate $1 million of the proceeds from the sale of the final $2 million
debenture in furtherance of the exploration agreement that the Company entered
into with Enficon, assuming Enficon's purchase of the final $2 million
debenture.

On October 1, 2005, the Company entered into a consulting agreement with
CEOcast, Inc., pursuant to which the Company issued 175,000 shares of its common
stock to the consultant. The agreement is for a term of up to one year. The
consulting agreement provided that if the Company does not opt to terminate the
agreement after four months, the Company is to issue an additional 325,000
shares of common stock in February 2006. Pursuant to an amendment to the
consulting agreement dated December 30, 2005, the Company is to issue the
additional 325,000 shares of common stock in May 2006, unless the agreement is
terminated.


                                       12
<PAGE>


On December 12, 2005, the Company entered into a Securities Purchase Agreement
with Belhasa International Co. LLC, a United Arab Emirates entity, for the sale
of 1,000,000 shares of common stock, 150,000 warrants exercisable for one year,
and 2,000,000 warrants exercisable for six months. The 150,000 one-year warrants
are exercisable for six months at $1.25 per share and are thereafter exercisable
at $1.50 per share. The 2,000,000 six-month warrants are exercisable for three
months at $1.15 per share and are thereafter exercisable at $1.50 per share,
provided that the initial exercise of these six-month warrants must be for the
purchase of at least 1,000,000 shares of common stock. The Company applied the
proceeds of $1,000,000 to its working capital.

On December 29, 2005, the Company entered into a Securities Purchase Agreement
with Esterna Limited, a Cyprus limited company, for the sale of 500,000 shares
of common stock. The Company applied the proceeds of $500,000 from the sale of
the securities to its working capital.

On December 29, 2005, the Company granted nonincentive stock options to purchase
shares of the Company's common stock, exercisable for a period of up to five
years from the date of grant at $0.50 per share and vesting over one year at the
rate of 25% per calendar quarter, pursuant to the Company's 2005 Stock Incentive
Plan, to the following employees:

      Ivan Railyan, President                              500,000 options
      Roman Rozenberg, Chief Executive Officer             500,000 options
      Dan Brecher, Managing Director                       500,000 options
      Dmitry Vilbaum, Chief Operating Officer              250,000 options
      Kenneth Oh, Secretary                                250,000 options
      Viktor Andreev                                       250,000 options


                                       13
<PAGE>


ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

"FORWARD-LOOKING" INFORMATION

This report on Form 10-KSB contains certain "forward-looking statements" within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), which represent our expectations and beliefs, including,
but not limited to statements concerning the Company's expected growth. The
words "believe," "expect," "anticipate," "estimate," "project," and similar
expressions identify forward-looking statements, which speak only as of the date
such statement was made. These statements by their nature involve substantial
risks and uncertainties, certain of which are beyond our control, and actual
results may differ materially depending on a variety of important factors.

The following discussion and analysis should be read in conjunction with the
information set forth in the audited financial statements for the year ended
December 31, 2005, and the notes thereto.

INTRODUCTORY NOTE

The discussion below refers to our current operations, those primarily of Terra
Insight Corporation, which we acquired on May 19, 2005 in a transaction viewed
as a reverse acquisition, and does not refer to the operations for our former
business, which was an inactive shell company that did not generate revenue in
the fiscal year ended December 31, 2004 nor in the interim period through May
19, 2005. The historical financial information for the period from January 7,
2005 through December 31, 2005 discussed herein is that of the accounting
acquirer, Terra Insight Corporation.

Our operations are primarily conducted through our wholly-owned operating
subsidiary, Terra Insight Corporation. Terra Insight Corporation wholly owns
Terra Resources, Inc., a Delaware corporation. Terra Resources, Inc. is the
general partner of two Delaware limited partnerships formed in July 2005, New
Found Oil Partners, LP and Tierra Nevada Exploration Partners, LP. Terra
Resources, Inc. presently owns all of the partnership interests of both limited
partnerships.

As of December 31, 2005, Terra Resources, Inc., New Found Oil Partners, and
Tierra Nevada Exploration Partners had yet to conduct substantive operations,
other than activities related to preliminary analysis of certain parcels of
land, and to bidding for land leases in auctions conducted by the Bureau of Land
Management, a United States agency.

PLAN OF OPERATION

Terra Insight Corporation was formed in January 2005. Our plan of operation for
the next twelve months is to expand our customer base for which we provide our
mapping and analysis services, while moving to a business model that emphasizes
our obtaining royalty or ownership rights in projects we service. During our
2005 fiscal year, we had only three paying customers.

We intend to enter into agreements whereby we provide our services, such as
providing site and depth locations, to natural resource exploration companies in
exchange for royalties or ownership rights, and fees, with regard to a specific
natural resource exploration property. We may also seek to finance or otherwise
participate in the efforts to recover natural resources from such properties.

In September 2005 and December 2005, we made bids for certain parcels of land in
Nevada, and, we intend to participate in the development of oil explorations
operations on such properties at a future date. We have not yet specifically
identified our business model with respect to such land leases, as we do not
have oil exploration experience and need substantial additional capital to
conduct oil exploration activities alone. We have entered into an agreement with
Enficon which may provide the funding for examining, drilling, operating and
financing our land leases in Nevada. Enficon has not provided such funding to
date. We continue to seek joint ventures to assist in our operations, including
examining, drilling, operating and financing such activities. We will determine
our plan for our existing leases and for future leases we acquire based on our
ability to fund such projects.


                                       14
<PAGE>


CRITICAL ACCOUNTING POLICIES

Several of our accounting policies involve significant judgments and
uncertainties. The policies with the greatest potential effect on our results of
operations and financial position is the impairment of unproved oil and gas
properties and the estimated collectibility of accounts receivable.

For oil and gas properties, costs associated with lease acquisitions and land
costs have been capitalized. Such unproven properties are valued at the lower of
cost or fair value. Exploration for and development of oil and gas reserves,
including drilling and completing wells, has not commenced as of December 21,
2005.

For accounts receivable, we estimate the net collectibility, considering both
historical and anticipated trends as well as the financial condition of the
customer.

RESULTS OF OPERATIONS FOR FISCAL 2005

Our results of operations for the twelve months ended December 31, 2005 are
discussed below. There is no comparison to 2004 since the Company was inactive
in that year.

Revenues
--------

Our revenues from services for the year ended December 31, 2005 were $732,150.
These revenues were derived from sales to three customers and related to our
mapping and surveying services.

We will need to attract new paying customers in order to generate revenues in
2006. While we have been in negotiations with a number of potential clients for
the providing of our services, as of December 31, 2005, we did not have a
service arrangement for cash in place for 2006. This is because we have recently
been placing an emphasis on obtaining an ownership or royalty interest in a
potential client's exploration projects, in addition to a cash service fee, and
negotiations for such arrangements have taken longer than anticipated. In
addition, we have been concentrating on seeking potential joint venture partners
in exploiting our land leases and other opportunities presented to us. Until we
negotiate and enter into agreements for ownership or royalty interests as
compensation, we have no basis for predicting when or how much revenue could be
generated from such ownership or royalty interests, or from the exploitation of
our land leases, if and when drilling is commenced, and accordingly, we may
generate less cash revenues in our fiscal year 2006.

Cost of Revenues
----------------

Our cost of revenues for the year ended December 31, 2005 was $321,785. As a
percentage of net revenues, cost of revenues for the twelve months ended
December 31, 2005 were approximately 44%.

The cost of revenues consists of payments to a related foreign professional
services firm that specializes in the development and application of remote
sensing and geographic information technologies.

Operating Expenses
------------------

Operating expenses for the year ended December 31, 2005 were $2,529,991.
Operating expenses as a percentage of net revenues were approximately 346%.
Operating expenses consisted primarily of professional fees of $1,056,795,
management and employee salaries and benefits of $892,170, office facilities
expenses of $57,779, and travel related expenses of $260,812.

The majority of the professional fees result from legal and accounting fees, and
from the engagement of various consultants to assist the Company in marketing
our business and attracting new customers.


                                       15
<PAGE>


Our employee compensation expenses and costs of office facilities are expected
to increase substantially in fiscal year 2006, as we plan to hire additional
personnel, including a chief financial officer, in the near future. With
additional personnel, we will need to seek additional office space.

Travel related expenses can be expected to increase in the future, as many of
our customers, and prospective customers and projects, and the territories for
which our services are requested or utilized, are located in western United
States and in foreign countries.

We intend to expand our business model to include activities such as providing
services for royalties or ownership rights and cash fees with regard to specific
natural resource exploration properties, which may cause our operating expenses
to increase significantly as a percentage of revenues, as revenues from
royalties or ownership rights may take years to be realized.

Interest Expense
----------------

Our interest expense for the year ended December 31, 2005 was $210,392. The
interest expense relates to issuance of 6% convertible debentures, convertible
into shares of common stock, due December 31, 2007 in the principal amount of $3
million that were issued in 2005. Because the conversion price of the debentures
was less than the closing trading prices of our common stock on the commitment
date, the convertible debentures contain a beneficial conversion feature. We
estimated the beneficial conversion feature of the debentures issued to be
$750,000. The discount amount of $750,000 is being amortized as a component of
interest expense over the redemption period. In the year ended December 31,
2005, we accrued $78,082 in interest on the outstanding amount of the
debentures.

Net Loss
--------

Net loss for the year ended December 31, 2005 was $2,306,290.


LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity have been proceeds generated by our sale of our
common stock and convertible debentures to private investors. As of December 31,
2005, we had cash on hand excluding $800,000 in escrow in the amount of
$2,300,925. Sales of capital stock and convertible debentures, net of expenses,
during 2005 totaled $5,945,322 in the aggregate. There is no comparison to 2004
since the Company was inactive in that year.

Operating Activities
--------------------

For the year ended December 31, 2005, cash flows from operating activities
resulted in deficit cash flows of $1,084,194, primarily due to a net loss of
$2,306,290, plus non-cash charges of $395,975 , and adjustments for an increase
in deferred costs of $49,000, an increase in prepaid expenses of $96,161 and an
increase in other assets of $50,833, an increase in accounts payable and accrued
expenses of $684,033, an increase in deferred revenues of $260,000, and an
increase in accrued interest on convertible debentures of $78,802.

Investing Activities
--------------------

Cash used by investing activities was $1,801,836 for the year ended December 31,
2005. The cash we used pertained primarily to payments for land leases and
related acquisition costs in Nevada in the amount of $1,663,999, which have been
capitalized, $137,837 for purchases of property and computer equipment, incurred
primarily in connection with the establishment of an office in Moscow, Russia.


                                       16
<PAGE>


Depending on our available funds and other business needs, we may seek to pursue
the acquisition of more land leases offered by the Bureau of Land Management at
a future date. The cash we use for land leases and related acquisition costs are
expenditures from which we will not generate any immediate revenues, if at all.

Financing Activities
--------------------

For the year ended December 31, 2005, cash provided by financing activities was
$5,961,778, comprised of net proceeds from the sale of common stock in May 2005,
the proceeds from the sales in July 2005 and September 2005 of 6% convertible
debentures in the aggregate principal amount of $3,000,000, and the proceeds
from the sale of common stock in December 2005.

The 6% convertible debentures are due December 31, 2007. Interest on the
principal amount of the debentures accrue at the simple rate of 6% per year from
the date of issuance, and is payable at maturity. As of December 31, 2005, we
have outstanding a principal amount of $3 million in 6% convertible debentures
and accrued interest on the debentures of $78,082. The holder of the debenture
is entitled, at any time, to convert the principal amount of the debenture or
any portion, into shares of the Company's common stock at $1 per share. Upon
conversion of a debenture, in whole or in part, the debenture holder will
forfeit any accrued interest on the converted principal amount. We expect that
the debenture holder will convert the debentures prior to maturity; however, if
the holder does not elect to convert the debentures, we will need substantial
additional funds.

Future Needs
------------

We believe that our available cash is adequate to support our month-to-month
obligations for more than the next twelve months, including our required minimum
annual fees to the Institute.

Pursuant to our licensing agreement and a services agreement with the Institute,
an entity owned and operated by Ivan Railyan, our President and Chairman, we are
required to pay the Institute minimum annual fees of at least $600,000, which we
have satisfied with respect to our fiscal year ending December 31, 2005. In
2005, the fees paid to the Institute were financed primarily from proceeds from
the sale of securities, and, to a lesser extent, from cash generated from
revenues. The annual fees to the Institute represent a significant continuing
obligation that may reduce our available working capital, as our cash flow from
operating activities may not be sufficient to finance the minimum annual fees.
In future years, we intend to fund such payment obligations from revenues
generated by operations. If our operating activities do not generate enough
revenues to finance the minimum annual fees, we will need to use our available
working capital to pay such minimum annual fees. If we lack sufficient working
capital, we intend to fund such payment obligations in the future through
proceeds from the sales of securities or debt or bank financing. Alternatively,
we would seek to obtain a waiver or deferral of payment obligations from the
Institute. In the event that we become unable to pay the minimum annual fees or
to obtain a waiver or deferral of payment obligations from the Institute, we
would be in default of our agreements with the Institute and our business will
be irreparably impaired, as most of our mapping and analytic services are
performed with the use of technology and services obtained from the Institute.

Establishing ownership or other interests in natural resource exploration
projects will likely require significant additional capital in addition to our
available cash. We estimate that to fund three contemplated exploration projects
just in the states of Nevada, Texas and Montana this year and next year, we will
need a total of approximately $13 million of capital or other participation
during the next twelve to twenty four months.


                                       17
<PAGE>


We are in active negotiations with several institutional investors for funding
for such projects, including through investment in our subsidiary or affiliated
entities. We intend to utilize limited partnerships to raise funds for certain
exploration projects, and have already established two such Delaware
partnerships, Tierra Nevada Exploration Partners, LP and New Found Oil Partners,
LP, in which our wholly-owned subsidiary, Terra Resources, Inc. is the general
partner in these two Delaware partnerships. As of December 31, 2005, Terra
Resources, Inc., New Found Oil Partners, and Tierra Nevada Exploration Partners
had yet to conduct substantive operations. An investor, Enficon Establishment,
has agreed to provide certain funding to the Tierra Nevada partnership, but has
not yet done so as of December 31 2005.

These limited partnerships, and similar affiliated entities, will be an
essential part of our plan for obtaining ownership or royalty interests in
natural resource exploration projects in the future, as we do not wish to use
our working capital for such projects where that is not necessary. When we incur
expenses in establishing our interests in such projects, we will seek
reimbursements from the limited partnership or other entities established to
obtain such interest. If we are unable to obtain third-party funding for such
projects in such a manner, that would have a material negative effect on our
working capital and cash flow. We or our subsidiary or affiliate, may be
required to advance funds, provide credit guarantees, or incur liabilities that
would have a material negative affect on our working capital, cash flow or our
ability to raise funds.

It is too early in our operations to provide further material information in
connection with proposed exploration projects, as we have not completed
negotiations for such projects, and do not know what the terms of our
participation in such projects will be. Even our agreement with Enficon
Establishment regarding the Tierra Nevada partnership is not an unconditional
obligation of Enficon Establishment to provide funding.

We sell securities and incur debt when the terms of such transactions are deemed
favorable to us and as necessary to fund our current and projected cash needs.

While we have raised capital to meet our working capital and financing needs in
the past, additional financing is required in order to meet our current and
projected cash flow deficits from operations and development of oil and gas
properties. We are seeking financing, which may take the form of equity,
convertible debt or debt, in order to provide the necessary working capital.
While we have been in negotiations with a private investor for the sale of our
common stock and common stock purchase warrants, we currently have no
commitments for financing. There is no guarantee that we will be successful in
consummating the transaction.

There can be no assurance that additional private or public financing, including
debt or equity financing, will be available as needed, or, if available, on
terms favorable to the Company. Any additional equity financing may be dilutive
to shareholders and such additional equity securities may have rights,
preferences or privileges that are senior to those of the Company's existing
common or preferred stock. Furthermore, debt financing, if available, will
require payment of interest and may involve restrictive covenants that could
impose limitations on the operating flexibility of the Company. However, if we
are not successful in generating sufficient liquidity from operations or in
raising sufficient capital resources, on terms acceptable to us, this could have
a material adverse effect on our business, results of operations, liquidity and
financial condition, and we will have to adjust our planned operations and
development on a more limited scale.

INFLATION

We do not expect inflation to have a significant impact on our business in the
future.

SEASONALITY

We do not expect seasonal aspects to have a significant impact on our business
in the future.


                                       18
<PAGE>


OFF-BALANCE SHEET ARRANGEMENT

To date, we do not maintain off-balance sheet arrangements nor do we participate
in non-exchange traded contracts requiring fair value accounting treatment.

TRENDS, RISKS AND UNCERTAINTIES

We anticipate that high oil prices this year may cause natural resources
exploration companies to conduct more drilling activities and investigate the
potential of previously undiscovered oil reserves, and if oil prices remain
high, we anticipate that our services will be in demand. However, that may
create a short supply of drilling rigs and other equipment needed for
exploration activities, which may drive up the costs of exploration activities.

PRODUCT RESEARCH AND DEVELOPMENT

Under our past business model, we do not anticipate incurring significant
research and development expenditures during the next twelve months. We are
changing our business model to focus on utilizing our licensed technology in
connection with the acquisition of royalties, ownership rights or land rights
for purposes of oil or mineral exploration, and such exploration may involve
significant development expenditures.

ACQUISITION OR DISPOSITION OF PLANT AND EQUIPMENT

We do not anticipate the sale of any significant property, plant or equipment
during the next twelve months. Depending upon how we elect to proceed with the
exploitation of pending land leases in the State of Nevada, and whether we seek
to obtain land leases for oil exploration elsewhere, we may need to incur
significant amounts for the purchase of property, plant or equipment during the
next twelve months. We estimate that we may expend a total of at least $1
million and up to $13 million or more in seeking land rights, and in the
purchase of plant and equipment during the next fifteen months. We may chose to
purchase drilling equipment as it may become harder for exploration entities to
obtain access to such equipment in light of the rise in the price of oil and the
more recent loss of equipment due to Hurricane Katrina. However, due to
Hurricane Katrina, the availability, and the costs of obtaining, equipment may
be difficult and costly. Depending on our future business prospects and the
growth of our business, and the need for additional employees, we may seek to
purchase or lease new executive office facilities.

EMPLOYEES

We anticipate the need to hire several management, technical, sales, and
marketing employees in the next twelve months, depending on the rate of growth
of our business. As of December 31, 2005, we have fourteen employees; five based
in the United States and nine based in Moscow, Russia. We intend to hire
additional management, technical, sales and marketing employees in the next
twelve months, depending on the rate of growth of our business. We are seeking
to hire a financial officer in the near future.

Other than our interest in hiring a financial officer, we presently have not
identified a specific number of persons to fill such roles, and hiring's will
depend upon our generating increased revenues and obtaining additional sources
of financing. We may also need to retain business consultants, especially with
significant knowledge of the natural resource industry. To attract and retain
quality personnel, we anticipate we will have to offer competitive compensation
to future employees and consultants.


                                       19
<PAGE>


RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment: An
Amendment of FASB Statement No. 123." This statement also replaces SFAS 123 and
supersedes APB 25. SFAS 123(R) will require the Company to measure the cost of
all employee stock-based compensation awards that are expected to be exercised
and which are granted after the effective date based on the grant date fair
value of those awards and to record that cost as compensation expense over the
period during which the employee is required to perform service in exchange for
the award (generally over the vesting period of the award). Excess tax benefits,
as defined by SFAS 123(R), will be recognized as an addition to paid-in-capital.
However, if the tax benefit ultimately realized is less than the amount
recognized for financial reporting purposes, the difference will be recognized
as tax expense. SFAS 123(R) addresses all forms of share-based payment awards,
including shares issued under employee stock purchase plan, stock option,
restricted stock and stock appreciation rights. In addition, the Company is
required to record compensation expense (as previous awards continue to vest)
for the unvested portion of previously granted awards that remain outstanding at
the date of adoption. SFAS 123(R) will become effective as of the first interim
or annual reporting period that begins after December 15, 2005. SFAS 123(R)
permits public companies to adopt its requirements using one of two methods:

      1.    A "modified prospective" method in which compensation cost is
            recognized beginning with the effective date (a) based on the
            requirements of SFAS 123(R) for all share-based payments granted
            after the effective date and (b) based on the requirements of SFAS
            123 for all awards granted to employees prior to the effective date
            of SFAS 123(R) that remain unvested on the effective date.

      2.    A "modified retrospective" method which includes the requirements of
            the modified prospective method described above, but also permits
            entities to restate their financial statements based on the amounts
            previously recognized under SFAS 123 for purposes of pro forma
            disclosures for either (a) all prior periods presented or (b) prior
            interim periods of the year of adoption.

The Company is currently evaluating the alternative method of adoption as
described above. As permitted by SFAS 123, the Company currently accounts for
share-based payments to employees using APB 25's intrinsic value method and, as
such, generally recognizes no compensation cost for employee stock options.
Accordingly, the adoption of SFAS 123(R)'s fair value method will have a
significant impact on our results of operations. The impact of adoption of SFAS
123(R) cannot be predicted at this time because it will depend on level of
share-based payments granted in the future.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets," which addresses the measurement of exchanges of nonmonetary assets and
eliminates the exception from fair value measurement for nonmonetary exchanges
of similar productive assets and replaces it with an exception for exchanges
that do not have commercial substance. SFAS No. 153 is effective for nonmonetary
asset exchanges occurring in fiscal periods beginning after June 15, 2005, with
earlier application permitted. The adoption of SFAS No. 153 will not have a
material impact on the Company's results of operations or financial position.

In June 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections," which changes the requirements for accounting for and reporting of
a change in accounting principle. SFAS No. 154 requires retrospective
application to prior periods' financial statements of a voluntary change in
accounting principle unless it is impracticable. SFAS No. 154 also requires that
a change in method of depreciation, amortization, or depletion for long-lived,
nonfinancial assets be accounted for as a change in accounting estimate that is
affected by a change in accounting principle. SFAS No. 154 is effective for
accounting changes and a correction of errors made in fiscal years beginning
after December 15, 2005, but does not change the transition provisions of any
existing accounting pronouncements, including those that are in a transition
phase as of the effective date of SFAS No. 154. The adoption of SFAS No. 154
will not have a material effect on the Company's results of operations or
financial position.


                                       20
<PAGE>


In January 2004, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities ("FIN 46") and in December 2004, the FASB revised FIN
46 to codify certain FASB Staff positions previously issued for FIN 46 ("FIN
46R"). The objective of FIN 46 as originally issued, and as revised by FIN 46R,
was to improve financial reporting by companies involved with variable interest
entities ("VIRs"). Prior to the effectiveness of FIN 46, a company generally
included another entity in its consolidated financial statements only if it
controlled the entity through voting interests. FIN 46 changed that standard by
a company if that company was subject to a majority of the risk of loss from the
variable interest entity's activities or if that company is entitled to receive
a majority of the entity's residual returns or both. The consolidation
requirements of FIN 46 apply immediately to variable interest entities crated
after January 31, 2003. Consolidation requirements applied to older entities in
the first fiscal year or interim period beginning after June 15, 2003. The
adoption of FIN 46 and FIN 46R did not have any impact on the financial
position, results of operations or cash flows of the Company.


                                       21
<PAGE>


ITEM 7.    FINANCIAL STATEMENTS


CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm               F-2
Consolidated Balance Sheet as of December 31, 2005                    F-3
Consolidated Statement of Operations                                  F-4
      for the Year Ended December 31, 2005
Consolidated Statement of Cash Flows for the                          F-5
      Year ended December 31, 2005
Consolidated Statement of Changes in                                  F-6
      Shareholders' Equity for the Year ended
      December 31, 2005
Notes to Consolidated Financial Statements                            F-7 - F-20


                                       F-1


<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of CompuPrint, Inc.:

We have audited the accompanying consolidated balance sheet of CompuPrint, Inc.
and Subsidiaries (the "Company") as of December 31, 2005, and the related
consolidated statements of operations, shareholders' equity and cash flows for
the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit 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 audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of CompuPrint, Inc. and
Subsidiaries as of December 31, 2005, and the results of their operations and
their cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.

                                   /s/ Rosen Seymour Shapss Martin & Company LLP

                                   CERTIFIED PUBLIC ACCOUNTANTS

New York, New York
March 10, 2006


                                       F-2


<PAGE>


                        COMPUPRINT, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2005

                                      ASSETS
                                      ------

CURRENT ASSETS
--------------

CASH                                                                $ 3,100,925
DEFERRED COSTS  (Note 2)                                                 49,000
PREPAID EXPENSES AND OTHER CURRENT ASSETS                                96,621
                                                                    -----------

            TOTAL CURRENT ASSETS                                      3,246,546

OTHER ASSETS
------------

OIL AND GAS PROPERTIES, UNPROVED, FULL
   COST METHOD (Note 6)                                               1,663,999
PROPERTY AND EQUIPMENT, NET OF
   ACCUMULATED DEPRECIATION (Note 2)                                    129,651
OTHER ASSETS                                                             36,955
                                                                    -----------

TOTAL ASSETS                                                        $ 5,077,151
                                                                    ===========


                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

CURRENT LIABILITIES
-------------------

ACCOUNTS PAYABLE AND ACCRUED EXPENSES                               $   659,316
DEFERRED REVENUE                                                        260,000
                                                                    -----------

TOTAL CURRENT LIABILITIES                                               919,316

LONG-TERM LIABILITIES
---------------------

CONVERTIBLE DEBENTURES PAYABLE
   ($3,000,000 NET OF UNAMORTIZED DISCOUNT OF $ 617,772)              2,382,228
ACCRUED INTEREST ON CONVERTIBLE DEBENTURES                               78,082
                                                                    -----------

TOTAL LIABILITIES                                                     3,379,626
                                                                    -----------

COMMITMENT AND CONTINGENCIES (Notes 10 and 11)

SHAREHOLDERS' EQUITY (DEFICIT)
------------------------------

PREFERRED STOCK; $.0001 PAR VALUE, 1,000,000 SHARES
   AUTHORIZED, NO SHARES ISSUED AND OUTSTANDING
COMMON STOCK; $.0001 PAR VALUE
   SHARES AUTHORIZED: 100,000,000
   SHARES ISSUED AND OUTSTANDING: 43,008,338                              4,301
ADDITIONAL PAID IN CAPITAL                                            6,406,187
DEFERRED COMPENSATION (CONSULTANTS) (Note 5)                           (272,933)
ACCUMULATED DEFICIT                                                  (4,440,030)
                                                                    -----------

TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                                  1,697,525
                                                                    -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                $ 5,077,151
                                                                    ===========

See notes to consolidated financial statements.

                                       F-3

<PAGE>


                        COMPUPRINT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2005



REVENUES                                                           $    732,150

COST OF REVENUES                                                        321,785
                                                                   ------------

GROSS PROFIT                                                            410,365

OPERATING EXPENSES                                                    2,529,991
                                                                   ------------

OPERATING LOSS BEFORE OTHER INCOME (EXPENSE) AND
   PROVISION FOR INCOME TAXES                                        (2,119,626)

OTHER INCOME (EXPENSE)

INTEREST EXPENSE                                                       (210,392)
INTEREST INCOME                                                          23,728
                                                                   ------------

LOSS BEFORE PROVISION FOR INCOME TAXES                               (2,306,290)

PROVISION FOR INCOME TAXES (Note 9)                                        --
                                                                   ------------

NET LOSS                                                           ($ 2,306,290)
                                                                   ============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED                            ($0.08)
                                                                   ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -
   BASIC AND DILUTED                                                 27,277,814
                                                                   ============

See notes to consolidated financial statements.


                                       F-4

<PAGE>


                        COMPUPRINT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 2005

CASH FLOWS FROM OPERATING ACTIVITIES:
   NET LOSS                                                         ($2,306,290)

   ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
      USED IN OPERATING ACTIVITIES:
         NONCASH ITEMS:
            DEPRECIATION                                                  8,186
            AMORTIZATION OF FINANCING COSTS                              13,878
            ACCRETION ON CONVERTIBLE DEBENTURES                         132,228
            AMORTIZATION OF CONSULTING FEES                             241,683
         CHANGES IN ASSETS AND LIABILITIES:
                (INCREASE) DECREASE IN ASSETS:
                  DEFERRED COSTS                                        (49,000)
                  PREPAID EXPENSES AND OTHER CURRENT ASSETS             (96,161)
                  OTHER ASSETS                                          (50,833)
                INCREASE (DECREASE) IN LIABILITIES:
                   ACCOUNTS PAYABLE AND ACCRUED EXPENSES                684,033
                   DEFERRED REVENUE                                     260,000
                   ACCRUED INTEREST ON CONVERTIBLE DEBENTURES            78,082
                                                                    -----------

            NET CASH (USED IN) OPERATING ACTIVITES                   (1,084,194)
                                                                    -----------


CASH FLOWS FROM INVESTING ACTIVITIES:
                   ACQUISITION OF OIL AND GAS PROPERTIES             (1,663,999)
                   PURCHASES OF PROPERTY AND EQUIPMENT                 (137,837)
                                                                    -----------

            NET CASH (USED IN) INVESTING ACTIVITIES                  (1,801,836)
                                                                    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
                   NET PROCEEDS FROM ISSUANCE OF
                     CONVERTIBLE DEBT                                 3,000,000
                   NET PROCEEDS FROM ISSUANCE OF
                     COMMON STOCK                                     2,986,955
                                                                    -----------

            NET CASH PROVIDED BY FINANCING ACTIVITIES                 5,986,955
                                                                    -----------

NET CHANGE IN CASH                                                    3,100,925

CASH - BEGINNING OF YEAR                                                      0
                                                                    -----------

CASH - END OF YEAR                                                  $ 3,100,925
                                                                    ===========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

         Cash paid during the year for:

               Interest                                             $      --
                                                                    ===========
               Income taxes                                         $      --
                                                                    ===========

SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING
   ACTIVITIES APPLIED TO ADDITIONAL PAID-IN CAPITAL:

      Advances from shareholder ($408,840) and
         other liabilities, net($31,769) in connection
         with split-off and reverse merger                          $   440,609
                                                                    ===========

      Value of stock options issued to consultant
         for services to be provided to the Company                 $   295,866
                                                                    ===========

      Value of common stock issued to consultant
         for services to be provided to the Company                 $   218,750
                                                                    ===========

      Beneficial conversion feature of
         convertible debentures                                     $   750,000
                                                                    ===========

See notes to consolidated financial statements.


                                       F-5

<PAGE>


                        COMPUPRINT, INC. AND SUBSIDIARIES
                        STATEMENT OF SHAREHOLDRS' EQUITY
                      FOR THE YEAR ENDED DECEMBER 31, 2005


<TABLE>
<CAPTION>
                                                                                                          TOTAL
                                       COMMON STOCK        ADDITIONAL     DEFERRED                     SHAREHOLDERS'
                                       ------------          PAID IN     COMPENSATON     ACCUMULATED      EQUITY
                                   SHARES       AMOUNT       CAPITAL    (CONSULTANTS)      DEFICIT       (DEFICIT)
                                 -----------  -----------  -----------  --------------   -----------   -------------
<S>                              <C>          <C>          <C>          <C>              <C>           <C>
BALANCE JANUARY  1, 2005                --           --           --              --            --              --




EFFECT OF REVERSE MERGER          38,922,200        3,892    2,159,025            --      (2,133,740)         29,177


ISSUANCE OF SHARES OF
  COMMON STOCK FOR CASH,
  NET OF EXPENSES                  3,911,138          391    2,982,564            --            --         2,982,955

BENEFICIAL CONVERSION FEATURE
  ON THE ISSUANCE OF
  CONVERTIBLE DEBT                      --           --        750,000            --            --           750,000

VALUE OF STOCK OPTIONS ISSUED
  TO CONSULTANT FOR SERVICES
  TO BE PROVIDED TO COMPANY             --           --        295,866        (147,933)         --           147,933

VALUE OF COMMON STOCK ISSUED
  TO CONSULTANT FOR SERVICES
  TO BE PROVIDED TO THE COMPANY      175,000           18      218,732        (125,000)         --            93,750

NET LOSS                                --           --           --              --      (2,306,290)     (2,306,290)
                                 -----------  -----------  -----------  --------------   -----------   -------------

BALANCE DECEMBER 31, 2005         43,008,338  $     4,301  $ 6,406,187  ($     272,933)  ($4,440,030)  $   1,697,525
                                 ===========  ===========  ===========  ==============   ===========   =============
</TABLE>


See notes to consolidated financial statements.


                                       F-6

<PAGE>


                        COMPUPRINT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       ORGANIZATION AND BASIS OF PRESENTATION
         --------------------------------------

         The consolidated balance sheet of CompuPrint, Inc. ("CompuPrint"), a
         North Carolina corporation and Subsidiaries (collectively, the
         "Company") as of December 31, 2005, and the related statement of
         operations and cash flows for the year ended December 31, 2005 have
         been prepared by the Company, pursuant to the rules and regulations of
         the Securities and Exchange Commission (the "Commission"). In the
         opinion of management, the accompanying consolidated financial
         statements include all adjustments (consisting of normal, recurring
         adjustments) necessary to summarize fairly the Company's financial
         position and results of operations.

         Basis of Consolidation
         ----------------------

         The consolidated financial statements include the accounts of
         CompuPrint and its wholly owned entities, Terra Insight Corporation,
         Terra Resources, Inc., Tierra Nevada Exploration Partners, LP, and New
         Found Oil Partners, LP. All significant inter-company balances and
         transactions have been eliminated in consolidation.

         Principal Business Activities
         -----------------------------

         The Company, through its wholly owned subsidiary Terra Insight
         Corporation ("Terra"), a Delaware corporation formed January 7, 2005,
         provides mapping, surveying and analytical services to exploration,
         drilling and mining companies. The Company manages and interprets
         geologic and satellite data to improve the assessment of natural
         resources. The Company provides these services to (1) its customers
         utilizing services provided to the Company through an outsourcing
         relationship (see below) and (2) joint ventures in exchange for oil or
         mineral rights, licenses for oil and mineral rights, or royalties and
         working interests in exploration projects. The services are provided
         through a services arrangement whereby the Company outsources the
         mapping, surveying and analytical services to the Institute of
         Geoinformational Analysis of the Earth ("Institute"), a related entity
         controlled by the majority shareholder of the Company.

         On July 6, 2005, the Company formed an entity named Tierra Nevada
         Exploration Partners, LP ("Tierra"), a Delaware limited partnership, in
         furtherance of a proposed exploration agreement with Enficon
         Establishment ("Enficon"), a Liechtenstein company. The Company's
         wholly-owned subsidiary, Terra Resources, Inc., is the general partner
         of Tierra with an initial 100% interest. The Company has advanced $2
         million into the limited partnership in furtherance of the exploration
         project. In the event Enficon chooses to participate in the project,
         the Company's interest in Tierra would be diluted.

         On July 12, 2005, the Company formed an entity named New Found Oil
         Partners, LP, a Delaware limited partnership, in contemplation of an
         exploration project. The Company's wholly-owned subsidiary, Terra
         Resources, Inc., is the general partner of this new entity with an
         initial 100% interest.

         On August 15, 2005, the Company commenced renting office space on a
         quarterly basis and hired employees in Moscow, Russia for the purpose
         of conducting research.


                                       F-7

<PAGE>


                        COMPUPRINT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------

         Revenue Recognition
         -------------------

         Revenue is recognized when the survey is delivered to the customer and
         collectibility is reasonably assured. Amounts received in advance of
         performance and/or completion of such services are recorded as deferred
         revenue.

         Deferred Costs
         --------------

         Deferred costs represent costs incurred in connection with services yet
         to be completed.

         Accounts Receivable
         -------------------

         Accounts receivable are reported as amounts expected to be collected,
         net of allowance for non-collection due to the financial position of
         customers. It is the Company's policy to regularly review the accounts
         receivable aging for specific accounts past due and set up an allowance
         when collection is uncertain.

         Credit Risk
         -----------

         Financial instruments which potentially subject the Company to
         concentrations of credit risk consist principally of cash and accounts
         receivable. The Company places its cash with high quality financial
         institutions and limits the amount of credit exposure to any single
         financial institution or instrument. As to accounts receivable, the
         Company performs credit evaluations of customers before services are
         rendered and generally requires no collateral.

         Significant Customers
         ---------------------

         The Company derived all of its revenue for the period ended December
         31, 2005 from three customers. In 2004, the Company was an inactive
         shell.

         Oil and Gas Properties, Unproved, Full Cost Method
         --------------------------------------------------

         The Company uses the "full cost" method of accounting for oil and gas
         properties. Accordingly, all costs associated with acquisition,
         exploration and development of oil and gas reserves, including directly
         related overhead costs, are capitalized. As of December 31, 2005, the
         Company has capitalized lease acquisition and land costs related to oil
         and gas properties and have not yet commenced the exploration and
         development of oil and gas wells.

         All capitalized costs of oil and gas properties, including the
         estimated future costs to develop proved reserves, are amortized In
         addition, the capitalized costs are subject to a "ceiling test" which
         basically limits such costs to the aggregate of the estimated present
         value of future net revenues from proved reserves, based on current
         economic and operational conditions, plus the lower of cost or
         estimated fair value of unproved properties.

         In addition, the capitalized costs are subject to a "ceiling test"
         which basically limits such costs to the aggregate of the estimated
         present value of future net revenues from proved reserves, based on
         current economic and operational conditions, plus the lower of cost or
         estimated fair value of unproved reserves.

         Sales of proved and unproved properties are accounted for as
         adjustments of capitalized costs to the full cost pool with no gain or
         loss recognized, unless such adjustments would significantly alter the
         relationship between capitalized costs and proved reserves of oil and
         gas, in which case, a gain or loss is recognized.


                                       F-8

<PAGE>


                        COMPUPRINT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

         Other Property, Equipment and Depreciation
         ------------------------------------------

         Other property and equipment, consisting of office and transportation
         equipment, are stated at cost. Depreciation is computed utilizing the
         straight-line method over the estimated useful lives of the assets.
         (See Note 7).

         Income Taxes
         ------------

         The Company accounts for income taxes under the provisions of Statement
         of Financial Accounting Standards No. 109, Accounting for Income Taxes.
         Deferred tax assets and liabilities are recognized for the expected
         future tax consequences of temporary differences between the financial
         statement and tax bases of assets and liabilities using enacted tax
         rates in effect for the year in which the differences are expected to
         reverse. Deferred income tax provisions are based on the changes to the
         respective assets and liabilities from period to period. A valuation
         allowance is recorded to reduce deferred tax assets when uncertainty
         regarding realization exists. (See Note 9).

         Stock Options
         -------------

         As permitted under SFAS No. 123, "Accounting for Stock-Based
         Compensation", the Company has elected to follow the intrinsic value
         method in accounting for its stock-based compensation arrangements as
         defined by Accounting Principle Board Opinion ("APB") No. 25,
         "Accounting for Stock Issued to Employees". Under APB No. 25,
         compensation cost for stock options is measured as the excess, if any,
         of the quoted market price of the stock at the date of grant over the
         option price. However, companies that do not adopt SFAS 123 must
         provide additional pro forma disclosure as if they had adopted SFAS 123
         for valuing stock based compensation to employees (see Note 5).
         Effective for the first quarter of 2006, the Company adopted SFAS No.
         123(R) (see Note 5).

         Convertible Debentures
         ----------------------

         The Company sold an aggregate of $3,000,000 of 6% convertible
         debentures which contained a beneficial conversion feature. In
         accordance with Emerging Issues Task Force ("EITF") Issue 98-5 and
         00-27, since the conversion price of the debentures was less than the
         closing trading prices of the Company's shares on the commitment date,
         the embedded beneficial conversion feature is recognized and measured
         by allocating a portion of the proceeds equal to the intrinsic value of
         that feature.

         Earnings (Loss) Per Share
         -------------------------

         Basic earnings (loss) per share is computed by dividing net income
         (loss) available to common shareholders by the weighted average number
         of common shares outstanding during the year. Dilutive earnings per
         share reflect, in periods in which they have a dilutive effect, the
         effect of the common shares issuable upon exercise of stock options.
         For the year ended December 31, 2005 , the effect of stock options has
         been excluded from the dilutive calculation as the impact of the stock
         options would be anti-dilutive.


                                       F-9

<PAGE>

                        COMPUPRINT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

         Estimates
         ---------

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America require
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosures of contingent assets
         and liabilities at the date of the financial statements, if any, and
         the reported amounts of revenue and expenses during the reporting
         periods. Actual results could differ from those estimates.


3.       REVERSE MERGER AND STOCK SPLIT
         ------------------------------

         REVERSE MERGER. On May 19, 2005, CompuPrint, which was inactive at the
         time, entered into an agreement and plan of reorganization (the
         "Agreement") with Terra Insight Corporation ("Terra"). Pursuant to the
         Agreement, CompuPrint acquired Terra through an exchange of 35,029,980
         post-split shares of its common stock for all of the outstanding shares
         of Terra's common stock. The shares issued by CompuPrint to Terra's
         shareholders constitute approximately 85% of CompuPrint's common shares
         outstanding as of May 19, 2005. A "reverse merger" transaction resulted
         because the shareholders of Terra became the controlling shareholders
         of CompuPrint. The reverse merger was accounted for as a
         recapitalization. It is anticipated that CompuPrint will change its
         name to Terra Insight Corporation.

         In connection with the reverse merger, CompuPrint entered into a
         Split-Off Agreement with David Allison, CompuPrint's former sole
         officer and director and its former controlling shareholder. Pursuant
         to the split off, CompuPrint transferred all of its assets and
         liabilities to CompuPrint Ventures, Inc., a newly formed North Carolina
         corporation, in exchange for 100% of the equity of CompuPrint Ventures,
         Inc. Immediately following the transfer, CompuPrint transferred 100% of
         the equity of CompuPrint Ventures, Inc. to Mr. Allison in exchange for
         13,086,360 post-split shares (see below) of CompuPrint's common stock
         that he held, which were then cancelled.

         STOCK SPLIT. On May 9, 2005, CompuPrint filed an Articles of Amendment
         to its Articles of Incorporation to increase its authorized shares of
         common stock from 9,000,000 shares to 100,000,000 shares and in
         connection with the increase in shares of common stock, to affect a
         forward split at a ratio of 4.36212 to 1.

         The retroactive effect of the split of 1 share of the common stock for
         4.36212 shares of common stock would have resulted in 16,978,580 shares
         being outstanding on December 31, 2004. On May 19, 2005, the Company
         cancelled 13,086,360 of the post-split shares it received from the
         former major shareholder of the Company in return for the transfer to
         him of the residual assets and liabilities of the former business of
         the Company pursuant to a Split-Off Agreement with such former
         shareholder.

4.       EQUITY TRANSACTIONS
         -------------------

         SALE OF COMMON STOCK TO ACCREDITED INVESTORS. On May 19, 2005, the
         Company sold 2,411,138 shares of common stock to two accredited
         investors for gross proceeds of $1,750,000. In connection with the sale
         of securities, the Company granted the investors certain registration
         rights, agreeing to file a registration statement for the resale of
         restricted shares that were sold. The proceeds from the sale of
         securities were used for working capital purposes.


                                      F-10

<PAGE>

                       COMPUPRINT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.       EQUITY TRANSACTIONS (CONTINUED)
         -------------------------------

         SALE OF COMMON STOCK TO BELHASA INTERNATIONAL CO. LLC. On December 12,
         2005, the Company entered into a Securities Purchase Agreement with
         Belhasa International Co. LLC, a United Arab Emirates entity, for the
         sale of 1,000,000 shares of the Company's common stock, 150,000
         warrants exercisable for one year, and 2,000,000 warrants exercisable
         for six months. The 150,000 one-year warrants are exercisable for six
         months at $1.25 per share and are thereafter exercisable at $1.50 per
         share. The 2,000,000 six-month warrants are exercisable for three
         months at $1.15 per share and are thereafter exercisable at $1.50 per
         share, provided that the initial exercise of these six-month warrants
         must be for the purchase of at least 1,000,000 shares of common stock.
         As of December 31, 2005, the warrants had no value. The proceeds of
         $1,000,000 will be used for working capital purposes.

         SALE OF COMMON STOCK TO ESTERNA LIMITED. On December 29, 2005, the
         Company entered into a Securities Purchase Agreement with Esterna
         Limited, a Cyprus limited liability company, for the sale of 500,000
         shares of the Company's common stock.

         On December 28, 2005, the Company entered into an agreement, the
         Statement of Understanding for Purchase of Shares of CompuPrint, Inc.
         ("Statement of Understanding"), with Esterna Limited, a Cyprus limited
         liability company. Subject to various conditions precedent, including
         Esterna purchasing from the Company 500,000 shares of the Company's
         common stock at $1 per share, which were purchased on December 29,
         2005, the Statement of Understanding provides for the sale to Esterna
         of an additional 49,500,000 shares of the Company's common stock, on an
         "all or none" basis, for $49,500,000, at a closing that must be held by
         March 31, 2006. The Statement of Understanding provides that on making
         its investment Esterna would have the ability to own 50% of the
         outstanding stock of the Company. The transactions contemplated by the
         Statement of Understanding are subject to due diligence investigations
         by the parties and various conditions precedent. Conditions precedent
         to a closing include entering into such contracts of sale and other
         ancillary agreements that are commonly associated with similar
         transactions, for example, a shareholders' agreement, voting proxies,
         and certain other agreements, including new employment agreements with
         the Company's management for five year terms with increased
         compensation. The investment by Esterna would trigger the "change of
         control" provisions in the executive employment agreements. In the
         event that the transactions contemplated by the Statement of
         Understanding are consummated, voting control of the Board of Directors
         would be split between the existing Directors and the directors to be
         nominated by Esterna.


5.       STOCK BASED COMPENSATION
         ------------------------

         On December 29, 2005, the Company's Board of Directors adopted the
         CompuPrint, Inc. 2005 Stock Incentive Plan (the "Plan"). The Plan has
         not yet been submitted for shareholder approval. The Plan provides for
         various types of awards, including stock options, stock awards, and
         stock appreciation rights, denominated in shares of the Company's
         common stock to employees, officers, non-employee directors and agents
         of the Company. The purposes of the Plan are to attract and retain such
         persons by providing competitive compensation opportunities, to provide
         incentives for those who contribute to the long-term performance and
         growth of the Company, and to align employee interests with those of
         the Company's shareholders. The Plan is to be administered by the Board
         of Directors.


                                      F-11

<PAGE>


                        COMPUPRINT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


5.       STOCK BASED COMPENSATION (CONTINUED)
         ------------------------------------

         During 2005, the Company granted stock options to employees and outside
         consultants. The following tables summarize information about the stock
         option transactions.

                                                          2005
                                           -------------------------------------
                                                                   Weighted
                                             Number of             Average
                                              Options           Exercise Price
                                           --------------      -----------------

          Outstanding, January 1                      --                     --
             Granted                           7,013,333                 $ 0.51
             Exercised                                --                     --
             Cancelled/forfeited                      --                     --
                                           --------------      -----------------

          Outstanding, December 31             7,013,333                 $ 0.51
                                           ==============      =================


<TABLE>
<CAPTION>
                                                                At December 31, 2005
                                   --------------------------------------------------------------------------------
                                                      Outstanding                             Exercisable
                                   -------------------------------------------------    ---------------------------
                                                        Weighted
                                                        Average           Weighted                       Weighted
                                                       Remaining           Average                       Average
          Range of                  Number of           Years of          Exercise       Number of       Exercise
       Exercise Prices               Options        Contractual Life        Price         Options         Price
     --------------------          -------------    -----------------     ----------    ------------    -----------
     <S>                           <C>              <C>                   <C>           <C>             <C>
            $0.32                     3,100,000           4.6               $0.32            --             --
            $0.50                     2,250,000           5.0               $0.50            --             --
            $0.80                     1,163,333           4.5               $0.80         1,163,333       $ 0.80
            $1.00                       500,000           4.5               $1.00            --             --
                                   -------------    -----------------     ----------    ------------    -----------

                                      7,013,333           4.7               $0.51         1,163,333       $ 0.80
                                   =============    =================     ==========    ============    ===========
</TABLE>


                                      F-12

<PAGE>


                        COMPUPRINT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


5.       STOCK BASED COMPENSATION (CONTINUED)
         ------------------------------------

         OPTIONS TO OFFICERS AND EMPLOYEES. During 2005, the Company issued
         options to officers and employees to purchase up to an aggregate of
         6,513,333 shares of common stock which are exercisable over a period of
         5 years at exercise prices ranging from $0.32 to $1. Approximately 3.1
         million options vested based on certain performance criteria which were
         not met for the year ended December 31, 2005. As of December 31, 2005,
         no accrual has been made based upon performance.

         CONSULTANTS. On June 30, 2005, the Company issued options to an outside
         consultant under the terms of a one year consulting agreement to
         purchase up to 500,000 shares of its common stock which are exercisable
         over a period of 5 years at an exercise price of $.80 per share. The
         value of the options will be recognized as consulting expense over the
         one year term of the agreement on a straight-line basis.

         On October 1, 2005, the Company entered into an agreement with another
         outside consultant, for a term of up to one year, pursuant to which the
         Company issued 175,000 shares of its common stock. Pursuant to the
         Agreement, as amended, the Company is required to issue an additional
         325,000 shares of common stock if it does not opt to terminate the
         agreement prior to April 30, 2006.

         AMENDMENT OF TERMS OF CERTAIN OUTSTANDING STOCK OPTIONS. On December
         29, 2005, the Board of Directors approved the accelerated vesting of
         certain outstanding stock options previously granted to two officers.
         Such approval accelerated the vesting of unvested employee stock
         options granted with an exercise price ranging from $0.80 to $1.00 per
         share.

         As a result of the acceleration, unvested options to purchase
         approximately 1,163,333 shares of the Company's common stock became
         fully vested and immediately exercisable as of December 30, 2005. The
         stock options granted pursuant to option agreements were further
         amended to provide that if the optionee's employment with the Company
         is terminated for any reason other than for "cause" within six months
         preceding, or one year following, an event of a "change of control",
         the applicable exercise period shall be for a period of five years from
         the date of the original issuance date of the options.

         Pro forma information regarding net loss and loss per share is required
         by SFAS 123, and has been determined as if the company had accounted
         for its employee stock options under the fair value method required by
         SFAS 123. The fair market value for these options was estimated at the
         date of grant using a Black-Scholes option-pricing model and the
         following assumptions for the year ended December 31, 2005:

                                  Risk-free rate             4.33%
                                  Dividend yield             0.00%
                                  Volatility factor        477.46%
                                  Average life             5 years

         The Black-Scholes option valuation model was developed for use in
         estimating the fair value of traded options, which have no vesting
         restrictions and are full transferable. In addition, option valuation
         models require the input of highly subjective assumptions including the
         expected stock price volatility. Because the Company's employee stock
         options have characteristics significantly different from those of
         traded options, and because changes in the subjective input assumptions
         can materially affect the fair value estimate, in management's opinion,
         the existing models do not necessarily provide a reliable single
         measure of the fair value of its employee stock options.


                                      F-13

<PAGE>


                        COMPUPRINT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


5.       STOCK BASED COMPENSATION (CONTINUED)
         ------------------------------------

         For purposes of pro forma disclosures, the estimated fair value of the
         options is amortized to expense over the vesting period of the options.
         The Company's pro forma information for the year ended December 31,
         2005 is as follows:

                                                                  2005
                                                           ----------------

             Net loss available to common
                shareholders as reported                      $(2,306,290)

             Deduct: stock-based compensation
                expense determined under fair value
                 method                                        (1,123,500)
                                                           ----------------

             Pro forma net loss available                     $(3,429,790)
                                                           ================

             Net loss per common share:

                      Basic     - as reported                      $(0.08)
                                - pro forma                        $(0.13)
                      Diluted   - as reported                      $(0.08)
                                - pro forma                        $(0.13)


6.       OIL AND GAS PROPERTIES
         ----------------------

         In September 2005, the Company through its wholly-owned subsidiary,
         Tierra Nevada Exploration Partners, LP, a wholly-owned subsidiary of
         the Company, was the successful bidder in auctions for nine separate
         oil and gas leases on Federal lands in the State of Nevada, conducted
         by the Bureau of Land Management (BLM), an agency within the U.S.
         Department of the Interior. The parcels total 15,439 acres, at an
         aggregate purchase price of $435,516. Leases from BLM are for a primary
         term of 10 years, and continue beyond the primary term as long as the
         lease is producing, as defined. Rental is $1.50 per acre for the first
         5 years ($2 per acre after that) until production begins. Once a lease
         is producing, the BLM charges a royalty of 12.5% on the production. The
         bids were made without detailed knowledge of the condition of the
         properties, their suitability for oil and gas operations, the history
         of prior operations on such properties, if any, or the potential
         economic significance of the property. The leases are effective
         November 1, 2005.

         On December 13, 2005, Tierra Nevada Exploration Partners, LP submitted
         bids at a competitive oral sale of Federal lands in the State of Nevada
         for oil and gas leasing, conducted by the Bureau of Land Management, an
         agency within the U.S. Department of the Interior. Tierra Nevada's bids
         for two separate parcels of land, totaling approximately 1,240.44
         acres, were accepted at the auction, at an aggregate price of
         approximately $30,935. Leases from the Bureau of Land Management are
         issued for a primary term of 10 years, and continue beyond the primary
         term as long as the lease is producing. Rental is $1.50 per acre for
         the first 5 years, and $2 per acre after that period, until production
         begins. Once a lease is producing, the Bureau of Land Management
         charges a royalty of 12.5% on the production. The leases are effective
         as of January 1, 2006. As of December 31, 2005, no activity has
         occurred.


                                      F-14

<PAGE>


                        COMPUPRINT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


6.       OIL AND GAS PROPERTIES (CONTINUED)
         ----------------------------------

         As of December 31, 2005, total costs incurred in connection with the
         acquisition of the above-mentioned land leases amounted to $1,663,999,
         which consisted of acquisition costs in the amount of $1,197,548 and
         land leases of $466,451. The Company has not commenced oil and gas
         operations as of December 31, 2005.


7.       PROPERTY AND EQUIPMENT
         ----------------------

         Property and equipment are stated at cost at December 31, 2005 and
         consist of the following:

                                                  Estimated
                                                   Useful
                                               Lives - Years          Amount
                                               --------------   ----------------

             Computer Equipment                      5                $  67,502
             Office Equipment                        5                   13,189
             Transportation Equipment                5                   25,750
             Furniture & Fixtures                    7                   31,396
                                                                ----------------
                                                                        137,837
             Less accumulated depreciation                                8,186
                                                                ----------------
                                                                       $129,651
                                                                ================

         Depreciation expense for the year ended December 31, 2005 was ere
         $8,186.


8.       CONVERTIBLE DEBENTURES
         ----------------------

         Pursuant to a Securities Purchase Agreement (the "Agreement") entered
         into on June 30, 2005, the Company received proceeds of $2,000,000 and
         $1,000,000 upon the issuance of convertible debentures on July 5, 2005
         and September 8, 2005, respectively. An additional $2,000,000
         convertible debenture may be issuable at a future date for a total of
         $5,000,000 of debenture purchases pursuant to the Agreement. All of the
         debentures mature on December 31, 2007. The holder of the debentures is
         entitled, at any time, to convert the principal amount of the debenture
         or any portion, into shares of the Company's common stock at $1 per
         share. Upon conversion, any accrued interest on the converted principal
         amount is forfeited. If upon election of conversion, the Company's
         issuance would cause it to violate any listing requirements, then in
         lieu of such stock issuance, the Company will pay the holder cash in
         the amount equal to the amount elected for conversion.

         The debentures are subject to mandatory conversion in the event that
         the Company's common stock trades in a public market at a price of $2
         per share or more with a mean average weekly volume of 250,000 shares
         or more in eight consecutive weeks.

         Based upon a debenture conversion price of $1 per share and a market
         value of the Company's common stock of $1.25 per share on the
         commitment date, the beneficial conversion feature of the convertible
         debentures were valued at $750,000. This resulted in an increase to
         additional paid-in capital for the year ended December 31, 2005. This
         will accrete over the redemption period through December 31, 2007.


                                      F-15


<PAGE>


                        COMPUPRINT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9.       INCOME TAXES
         ------------

         The following summarizes the provision for income taxes:

                                                            Year Ended
                                                     -----------------------

                                                        December 31, 2005
                                                     -----------------------

                 Currently payable                   $               --
                 Deferred tax (benefit)t                       (922,000)
                                                     -----------------------
                 Total                                         (922,000)
                 Valuation allowance                            922,000
                                                     -----------------------
                 Net provision for income taxes      $               --
                                                     =======================


         At December 31, 2005, the Company has a deferred tax asset of
         approximately $1,776,000, comprised of a net operating loss carry
         forwards which expire in 2021 through 2025. This deferred tax benefit
         has been reduced in full by a valuation allowance due to uncertainty
         regarding its ultimate utilization.


10.      RELATED PARTY TRANSACTIONS
         --------------------------

         TECHNOLOGY LICENSE AGREEMENT. The Company licenses, under a 30-year
         Technology License Agreement entered into January 7, 2005, certain
         mapping technology from The Institute of Geoinformational Analysis of
         the Earth (the "Institute"), a foreign-based company controlled by the
         majority shareholder of the Company. Under the Technology License
         Agreement, the Company is required to pay an annual license fee of
         $600,000 (subject to certain credits as specified in the Services
         Agreement below), payable on or before December 31 of each year.

         SERVICES AGREEMENT. The Company entered into a Services Agreement with
         the Institute on January 7, 2005 for consulting and advisory services
         including analysis, surveying, and mapping as well as recommendations
         related to the utilization of the Institute's mapping technologies.
         Under the terms of the Services Agreement, the Institute will charge
         the Company not more than 40% of its published standard rates for such
         services subject to an annual minimum charge (see below).

         The minimum annual service fees for 2005 and 2006 are $500,000.
         Subsequent to 2006, the minimum annual service fee will increase by the
         lesser of 4% or the percentage increase in the Consumer Price Index
         (CPI) using 2005 as the base year. Until such time as the Company has
         annual revenues of at least $10 million or until such time as the
         market capitalization of the Company exceeds $100 million, 83.334% of
         the license fees paid by the Company to the Institute pursuant to the
         Technology License Agreement will be credited against service fees
         pursuant to the Services Agreement.

         The Company may terminate the Services Agreement by giving the
         Institute four weeks' prior notice. If the Company does not provide
         such notice, the Company is obligated to pay a termination fee equal to
         8.33% of the prior calendar year's service fee payments to the
         Institute. Termination of the Services Agreement does not relieve the
         Company of its obligations under the Technology License Agreement.

         For the year ended December 31, 2005, the Company met the minimum
         payment for both the Technology License Agreement and Services
         Agreements.


                                      F-16

<PAGE>


                        COMPUPRINT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


10.      RELATED PARTY TRANSACTIONS (CONTINUED)
         --------------------------------------

         OPERATING LEASE. The Company leases office space from one of its
         directors on a month-to-month basis pursuant to an oral agreement. The
         rent was $1,500 per month through November 2005, and is currently
         $2,250 per month based on additional space that the Company is
         utilizing. Total rent expense related to this lease was $18,000 for the
         year ended December 31, 2005.

         LEGAL SERVICES. The Company paid legal fees during the year ended
         December 31, 2005 of approximately $672,000 to a law firm the
         proprietor of which is an attorney who is a director, officer, and
         shareholder of the Company.


11.      COMMITMENTS
         -----------

         EMPLOYMENT AGREEMENTS. On January 7, 2005, the Company entered into
         three, 3-year employment agreements with certain of its executives.
         These agreements include automatic increases if the Company achieves
         certain financing and revenue goals.

         In connection with these employment agreements, the executives received
         performance-based stock options to purchase up to 3.1 million shares of
         the Company's common stock at a price of $0.32 per share. The stock
         options are exercisable over a 5-year period and entitle the executives
         to purchase an aggregate of approximately 7% to 7.5% of the Company's
         outstanding common shares at the time of issuance. The stock options
         vest as follows:

         1/2 of the total           When EBITDA exceeds $2 million or
                                    revenue exceeds $6 million

         1/2of the total            When EBITDA exceeds $4 million or
                                    revenue exceeds $10 million

         The employment agreements also contain a "change of control" provision,
         as defined, whereby the executives would be entitled to 290% of their
         base compensation in effect at that time. All stock options would
         automatically vest in the event of a "change of control".

         OPERATING LEASES. Effective December 5, 2005, the Company entered into
         a two year lease for office space on 57th Street in Manhattan, New York
         at a monthly rent of $4,600. Minimum rent under the lease is as
         follows:

                           2006     $55,200
                           2007     $50,700


12.      PREFERRED STOCK
         ---------------

         The Board of Directors is expressly authorized to provide for the issue
         of all or any shares of the preferred stock, in one or more series, and
         to fix for each such series such voting powers, full or limited, and
         other such designations and preferences. The number of authorized
         shares of preferred stock may be increased or decreased (but not below
         the number of shares thereof then outstanding) by the affirmative vote
         of the holders of a majority of the voting power of all of the then
         outstanding shares of the capital stock of the corporation entitled to
         vote generally in the election of directors. To date no preferred
         shares have been issued by the Company.


                                      F-17

<PAGE>


                        COMPUPRINT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


13.      RECENT ACCOUNTING PRONOUNCEMENTS
         --------------------------------

         In December 2004, the FASB issued SFAS No. 123(R), "Share-Based
         Payment: An Amendment of FASB Statement No. 123". This statement
         replaces SFAS 123 and supersedes APB 25. SFAS 123(R) will require the
         Company to measure the cost of all employee stock-based compensation
         rewards that are expected to be exercised and which are granted after
         the effective date based on the grant date fair value of those awards
         and to record that cost as compensation expense over the period during
         which the employee is required to perform service in exchange for the
         award (generally over the vesting period of the award). Excess tax
         benefits, as defined by SFAS 123(R), will be recognized as an addition
         to paid-in-capital. However, if the tax benefit ultimately realized is
         less than the amount recognized for financial purposes, the difference
         will be recognized as tax expense. SFAS 123(R) addresses all forms of
         share-based payment awards, including shares issued under employee
         stock purchase plan, stock option, restricted stock and stock
         appreciation rights. In addition, the Company is required to record
         compensation expense (as previous awards continue to vest) for the
         unvested portion of previously granted awards that remain outstanding
         at the date of adoption. SFAS 123(R) will become effective as of the
         first interim or annual reporting period that begins after December 15,
         2005. SFAS 123(R) permits public companies to adopt its requirements
         using one of two methods:

            1.    A "modified prospective" method in which compensation cost is
                  recognized beginning with the effective date (a) based on the
                  requirements of SFAS 123(R) for all share-based payments
                  granted after the effective date and (b) based on the
                  requirements of SFAS 123 for all awards granted to employees
                  prior to the effective date of SFAS 123(R) that remain
                  unvested on the effective date.

            2.    A "modified retrospective" method which includes the
                  requirements of the modified prospective method described
                  above, but also permits entities to restate their financial
                  statements based on the amounts previously recognized under
                  SFAS 123 for purposes of pro forma disclosures for either (a)
                  all prior periods presented or (b) prior interim periods of
                  the year of adoption.

         The Company is currently evaluating the alternative method of adoption
         as described above. As permitted by SFAS 123, the Company currently
         accounts for share-based payments to employee using APB 25's intrinsic
         value method and, as such, generally recognizes no compensation cost
         for employee stock options. The impact of adoption of SFAS 123(R)
         cannot be predicted at this time because it will depend on the level of
         share-based payments granted in the future.

         In December 2004, the FASB also issued Statement No. 152 "Accounting
         for Real Estate Time Sharing Transactions," and No. 153, "Exchanges of
         Nonmonetary Assets." In May 2005, the FASB issued Statement No. 154,
         "Accounting Changes and Error Corrections" which superseded APB Opinion
         No. 20 and FASB Statement No.3. These pronouncements are not expected
         to have any impact on the Company's future operations.

         In January 2004, the FASB issued Interpretation No. 46, Consolidation
         of Variable Interest Entities ("FIN 46") and in December 2004, the FASB
         revised FIN 46 to codify certain FASB Staff positions previously issued
         for FIN 46 ("FIN 46R"). The objective of FIN 46 as originally issued,
         and as revised by FIN 46R, was to improve financial reporting by
         companies involved with variable interest entities ("VIRs"). Prior to
         the effectiveness of FIN 46, a Company generally included another
         entity in its consolidated financial statements only if it controlled
         the entity through voting interests. FIN 46 changed that standard by a
         Company if that company was subject to a majority of the risk of loss
         from the variable interest entity's activities or if that company is
         entitled to receive a majority of the entity's residual returns or
         both.


                                      F-18

<PAGE>


                        COMPUPRINT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


13.      RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
         --------------------------------------------

         The consolidation requirements of FIN 46 apply immediately to variable
         interest entities crated after January 31, 2003. Consolidation
         requirements applied to older entities in the first fiscal year or
         interim period beginning after June 15, 2003. The adoption of FIN 46
         and FIN 46R did not have any impact on financial position, results of
         operations or cash flows of the Company.


14.      SUBSEQUENT EVENTS
         -----------------

         On January 4, 2006, the Company formed an entity named TexTerra
         Exploration Partners, LP, a Delaware limited partnership, in
         contemplation of an exploration project. The Company's wholly-owned
         subsidiary, Terra Resources, Inc., is the general partner of the
         entity.

         DAVIDSON LEASEHOLD TRANSACTION. On January 26, 2006, TexTerra
         Exploration Partners, LP entered into a "Farmout Agreement" with
         Davidson Energy, L.L.C. and Johnson Children's Trust No. 1, dated
         January 10, 2006. The Farmout Agreement regards the development of the
         Richard Bellows 1280-acre oil and gas lease, covering two 640 acre
         tracts in La Salle County, Texas. TexTerra's leasehold interest is
         subject to an approximate 25% royalty interest to the assignors to
         Davidson and the Johnson Children's Trust, leaving an approximately 75%
         net revenue interest to be split between Davidson Energy and the
         Johnson Children's Trust, on the one hand, and TexTerra, on the other
         hand.

         Subject to the conditions set forth in the Farmout Agreement, Davidson
         Energy and Johnson Children's Trust are to assign to TexTerra a 70%
         working interest (70% of the 75% net revenue interest) in and to the
         first well and a defined area around such well as specified under Texas
         law (the Railroad Commission spacing unit). The purchase price for
         TexTerra's 70% working interest is TexTerra's agreement to pay up to
         the budgeted amount of $1,417,150 for drilling, testing, stimulating,
         completing and equipping the initial well. Any additional costs are to
         be paid 70% by TexTerra and 30% by Davidson Energy.

         After the initial well, Davidson Energy and Johnson Children's Trust
         shall have the right, but not the obligation, to participate in a 50%
         interest in future wells on the lease. The rights of the parties
         pursuant to the Farmout Agreement will be subject to the terms of a
         joint operating agreement. In the event Davidson Energy and Johnson
         Children's Trust elect not to participate in future wells on the lease,
         they shall receive a 10% working interest after certain costs are
         recouped By TexTerra. Such interest shall occur if and when TexTerra
         reaches payout on the lease. Payout shall be deemed to have occurred as
         of the first day of the month following the month in which the result
         of the following formula is equal to or greater than one: (a) TexTerra
         cumulative net production revenue (from initial well plus subsequent
         wells on the property which Davidson Energy and Johnson Children's
         Trust have an interest), divided by (b) TexTerra cumulative cost (from
         such wells).


                                      F-19

<PAGE>


                        COMPUPRINT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


14.      SUBSEQUENT EVENTS (CONTINUED)
         -----------------------------

         SALE OF INTEREST IN DAVIDSON LEASEHOLD TRANSACTION. In January 2006, to
         fund its obligations under the Farmout, TexTerra entered into The
         Limited Partnership Agreement of TexTerra, dated as of January 22,
         2006, between TexTerra, Terra Resources, Inc., the general partner, and
         Enficon Establishment, a limited partner, which sets forth the rights
         and duties of the partners. Pursuant to the Limited Partnership
         Agreement, Enficon is responsible for $1,133,720, which is 80% of the
         budgeted costs ($1,417,150) for the initial well on the Davidson
         Project, and 80% of the expenditures for professional fees, including
         TexTerra's oil and gas consultant, legal costs, title review fees, the
         costs of the Company's technical studies, and additional cash calls
         made by Terra Resources to cover the direct costs from third parties
         directly related to the Davidson Project.

         If additional funding is required for the initial well, Terra Resources
         and Enficon are to be responsible for such additional costs in the
         ratio of 20% to 80%, respectively. Enficon's interest in TexTerra is
         limited to the initial well to be drilled in the Davidson Project, to
         the extent of 65% of the net revenue interest received by TexTerra from
         the initial well after payment of a 5% overriding royalty to Terra
         Insight Corporation and after repayment of the budgeted costs paid by
         Enficon and Terra Resources. Until such budgeted costs are paid back in
         full to Enficon and Terra Resources, TexTerra will pay net revenue it
         receives from the initial well 80% to Enficon and 20% to Terra
         Resources after payment of its own costs and the 5% overriding royalty
         to Terra Insight Corporation. Enficon has no equity interest in Terra
         Resources.

         In furtherance of Terra Resources obligations in the Davidson Project,
         in December 2005, Terra Resources deposited $800,000 into an escrow
         account held by the Law Offices of Dan Brecher. This amount is included
         with cash on the subsequent balance sheet. As the result of the sale to
         Enficon of an interest in the Davidson project, $516,570 was returned
         to Terra Resources in February 2006. The balance is to be used to pay
         Terra Resources portion of the expense associated with the Davidson
         Project.

         SALE OF COMMON STOCK TO ESTERNA LIMITED. On December 28, 2005, the
         Company entered into an agreement, the Statement of Understanding for
         Purchase of Shares of CompuPrint, Inc. ("Statement of Understanding"),
         with Esterna Limited, a Cyprus limited liability company. Subject to
         various conditions precedent, the Statement of Understanding provides
         for the sale to Esterna of an additional 49,500,000 shares of the
         Company's common stock, on an "all or none" basis, for $49,500,000, at
         a closing that must be held by March 31, 2006. The transactions
         contemplated by the Statement of Understanding are subject to due
         diligence investigations by the parties and various conditions
         precedent. Conditions precedent to a closing include entering into such
         contracts of sale and other ancillary agreements that are commonly
         associated with similar transactions, for example, a shareholders'
         agreement, voting proxies, and certain other agreements, including new
         employment agreements with the Company's management for five year terms
         with increased compensation. As of March 10, 2006, management does not
         believe that consummation of the transaction by March 31, 2006 would be
         likely.


                                      F-20

<PAGE>


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

(a)      FORMER CERTIFYING ACCOUNTANT.

Sherb & Co., LLP was the independent registered public accounting firm for
CompuPrint, Inc. (the "Company") for the fiscal years ended December 31, 2003
and 2004.

On June 29, 2005, the Company notified Sherb & Co., LLP, that the Company is
dismissing Sherb & Co., LLP as the Company's independent registered public
accounting firm, effective as of that date.

The reports of Sherb & Co., LLP on the Company's financial statements for the
fiscal years ended December 31, 2003 and 2004, when issued, contained no adverse
opinion or disclaimer of opinion, nor was either qualified or modified as to
uncertainty, audit scope or accounting principle, except that the reports of
Sherb & Co., LLP for the fiscal years ended December 31, 2003 and 2004 included
a qualification in which Sherb & Co., LLP noted substantial doubt about the
Company's ability to continue as a going concern.

The Company's decision to change its independent registered public accounting
firm was recommended and approved by the Company's Board of Directors.

In connection with the audits of the fiscal years ended December 31, 2003 and
2004 and during the subsequent interim period through the date of dismissal,
there were no disagreements between the Company and Sherb & Co., LLP on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements, if not resolved to its
satisfaction, would have caused Sherb & Co., LLP to make reference to the
subject matter of the disagreement in connection with its reports.

In connection with the audits of the fiscal years ended December 31, 2003 and
2004, and during the subsequent interim period through the date of dismissal,
Sherb & Co., LLP did not advise the Company that:

            (1)   internal controls necessary for the Company to develop
                  reliable financial statements did not exist;

            (2)   information had come to its attention that led it to no longer
                  to be able to rely on the Company's management's
                  representations or made it unwilling to be associated with the
                  financial statements prepared by management;

            (3)   there was a need to expand significantly the scope of its
                  audit, or that information had come to its attention during
                  such time periods that if further investigated might: (i)
                  materially impact the fairness or reliability of either a
                  previously issued audit report or the underlying financial
                  statements, or the financial statements issued or to be issued
                  covering the fiscal periods subsequent to the date of the most
                  recent financial statements covered by an audit report, or
                  (ii) cause it to be unwilling to rely on management's
                  representations or be associated with the Company's financial
                  statements.

The Company has authorized the Sherb & Co., LLP to respond fully to the
inquiries of the successor accountant concerning any matter.

(b)      NEW CERTIFYING ACCOUNTANT.

On June 29, 2005, the Company engaged Rosen Seymour Shapss Martin & Company LLP
as the Company's independent registered public accounting firm.

The Board of Directors of the Company approved the selection of Rosen Seymour
Shapss Martin & Company LLP as the Company's independent registered public
accounting firm.


                                       42
<PAGE>


The Company did not previously consult with Rosen Seymour Shapss Martin &
Company LLP regarding the application of accounting principles to a specific or
completed transaction, or the type of audit opinion that might be rendered on
the Company's financial statements.


ITEM 8A. CONTROLS AND PROCEDURES

Our management, with the participation of our Chief Executive Officer and
Principal Financial Officer, has evaluated the effectiveness of our disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) as of the end of the period ended December 31,
2005. Based on such evaluation, our Chief Executive Officer and Principal
Financial Officer have concluded that, as of such date, our disclosure controls
and procedures are effective in providing reasonable assurance that the
information required to be disclosed in this report has been recorded,
processed, summarized and reported, on a timely basis, as of the end of the
period covered by this report, and that our disclosure controls and procedures
are also effective to ensure that information required to be disclosed in the
reports we file under the Exchange Act is accumulated and communicated to our
management, including our principal executive officer and principal financial
officer, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting during
the quarter ended December 31, 2005 to which this report relates that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.


ITEM 8B. OTHER INFORMATION

On January 4, 2006, we formed an entity named TexTerra Exploration Partners, LP,
a Delaware limited partnership, in contemplation of an exploration project. Our
wholly-owned subsidiary, Terra Resources, Inc., is the general partner of the
entity.


                                       43
<PAGE>


                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

OUR MANAGEMENT

The persons listed in the table below are our present directors and executive
officers.

Name                 Age      Position
-----------------    -----    --------------------------------------------------

Ivan Railyan         39       President and Chairman of the Board
Roman Rozenberg      43       Chief Executive Officer and Director
Dan Brecher          63       Managing Director, Treasurer (Principal Financial
                                   Officer)and Director
Dmitry Vilbaum       36       Chief Operating Officer
Kenneth Oh           34       Secretary

Directors are elected to serve until the next annual meeting of stockholders and
until their successors are elected and qualified. Directors serve without cash
compensation and without other fixed remuneration. We may, in the future,
establish a compensation plan for independent directors. Officers are elected by
the Board of Directors and serve until their successors are appointed by the
Board of Directors.

MANAGEMENT PROFILES

IVAN RAILYAN, PRESIDENT AND CHAIRMAN OF THE BOARD. Ivan Railyan became our
President and Chairman of the Board on May 19, 2005. Mr. Railyan works on a
part-time basis. From January 7, 2005 to the present, Mr. Railyan has been
President and Chairman of the Board of Terra Insight Corporation. In 1997, Mr.
Railyan joined the Institute of Geoinformational Analysis of the Earth
Establishment, a Liechtenstein company, as the Head of the Representative Office
in the Commonwealth of Independent States. From 2003 to the present, Mr. Railyan
has served as Chairman of the Board of the Institute. From 1993 to 1997, Mr.
Railyan served as the Head of Research and Development team of the Russian
Defense Ministry, Joint Chiefs of Staff. Mr. Railyan received a Master of
Science degree from the University of Patrisa Lumumby, Moscow in 1991, and an
honorary Ph.D. from the Academy of Science, Arts of the CIS Countries, which he
received in 2003. Since 2003 to the present, Mr. Railyan has served as the Vice
President of the Academy of Arts and Science of the Commonwealth of Independent
States. In September 2005, Mr. Railyan was elected as a member of the Russian
Academy of Natural Sciences.

ROMAN ROZENBERG, CHIEF EXECUTIVE OFFICER AND DIRECTOR. Roman Rozenberg became
our Chief Executive Officer and a director on May 19, 2005. Mr. Rozenberg works
on a full-time basis. From January 7, 2005 to the present, Mr. Rozenberg has
been Chief Executive Officer and a director of Terra Insight Corporation. From
March 2004 through January 2005, Mr. Rozenberg served as Vice President of
TelcoEnergy, Inc. From February 2002 through March 2004, Mr. Rozenberg served as
Chief Executive Officer of Syntaz, Inc. From September 1999 through February
2002, Mr. Rozenberg served as President and Chief Technology Officer of Biolink
Technologies International, Inc. Mr. Rozenberg received a Bachelor of Science
degree in electrical engineering in 1986 and a Masters of Sciences degree in
Information Systems Engineering in 1989 from Polytechnic University (formerly
known as Polytechnic Institute of New York).

DAN BRECHER, MANAGING DIRECTOR, TREASURER (PRINCIPAL FINANCIAL OFFICER) AND
DIRECTOR. Dan Brecher became our Secretary and Treasurer (Principal Financial
Officer) and a director on May 19, 2005. On June 1, 2005, Mr. Brecher's duties
were changed from Secretary to Managing Director. Mr. Brecher works on a
part-time basis. From January 7, 2005 to June 1, 2005, Mr. Brecher served as
Secretary of Terra Insight Corporation and as a director from January 7, 2005 to
the present. Mr. Brecher is a practicing attorney. From 1998 through the
present, Mr. Brecher has been the principal of Law Offices of Dan Brecher. Mr.
Brecher received a Bachelor of Arts degree in economics from City College of New
York in 1964, and a Doctor of Jurisprudence from Fordham University in 1969. Law
Offices of Dan Brecher serves as our legal counsel.


                                       44
<PAGE>


DMITRY VILBAUM, CHIEF OPERATING OFFICER. On June 13, 2005, Dmitry Vilbaum was
appointed our Chief Operating Officer. Mr. Vilbaum devotes substantially all of
his time to our business. From June 2005 to the present, Mr. Vilbaum has also
been employed by Law Offices of Dan Brecher on a part-time basis. From March
2001 to June 2005, Mr. Vilbaum was employed by Deutsche Bank where he held
various positions in the bank's information technology department. From January
1996 through March of 2001, Mr. Vilbaum served as the president of Anyent, Inc.,
a consulting company providing information technology services to major Wall
Street corporations, such as Citibank, Deutsche Bank, Newbridge Securities,
Deloitte & Touche LLP., as well as technology companies, such as Compaq and
MatchBlade Technologies. Mr. Vilbaum received a Bachelor of Engineering degree
in 1995 from the City University of New York.

KENNETH OH, SECRETARY. On June 1, 2005, Kenneth Oh was appointed our Secretary.
Mr. Oh works on a part-time basis. Mr. Oh is a practicing attorney. From 1998
through the present, Mr. Oh has been an attorney with Law Offices of Dan
Brecher. Law Offices of Dan Brecher serves as our legal counsel. Mr. Oh
graduated from Pomona College with a B.A. degree in 1993 and from Fordham
University with a J.D. degree in 1997.

ADDITIONAL INFORMATION ABOUT OFFICERS AND DIRECTORS

None of our officers or directors serves as a director of another reporting
company. None of our officers or directors has a family relationship with any
director, executive officer, or nominee to become a director or an executive
officer. None of our officers or directors during the past five years has been:
involved in a bankruptcy petition or a pending criminal proceeding; convicted in
a criminal proceeding, excluding traffic and minor offenses; subject to any
order, judgment, or decree, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities; or found by a court, the SEC or the CFTC to
have violated a federal or state securities or commodities law.

Certain of our officers, Dan Brecher, Kenneth Oh and Dmitry Vilbaum work for our
attorneys, Law Offices of Dan Brecher, and will continue to do so for the near
future as we develop our operations. Mr. Brecher and Mr. Oh are practicing
attorneys who devote a majority of their time to Law Offices of Dan Brecher. Mr.
Vilbaum devotes substantially all of his time to our business.

We have a license agreement and a services agreement with The Institute of
Geoinformational Analysis of the Earth, pursuant to which services of great
importance to our operations are received. Mr. Railyan, our President, Chairman
and majority stockholder is the owner and operator of the Institute.

BOARD OF DIRECTORS COMMITTEES AND MEETINGS

The Board of Directors does not currently maintain an audit, nominating or
compensation committee, or similar committees, of the Board of Directors. The
Board of Directors is responsible for matters typically performed by an audit,
nominating or compensation committee, or similar committees. No person serving
on our Board of Directors qualifies as a financial expert.

During the 2005 fiscal year, the Board of Directors did not hold any formal
board meetings. All matters were undertaken by unanimous written consent by the
Board of Directors.

CODE OF ETHICS

We have not yet adopted a code of ethics applicable to our directors, officers
and employees.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
executive officers, directors, and persons who beneficially own more than ten
percent of any class of equity securities of a company registered pursuant to
Section 12 of the Exchange Act to file with the Securities and Exchange
Commission initial reports of beneficial ownership and reports of changes in
beneficial ownership. Such persons are also required by Securities and Exchange
Commission regulations to furnish the company with copies of all such Section
16(a) forms filed by such person. As of the year ended December 31, 2005, we did
not have any class of equity securities registered pursuant to Section 12 of the
Exchange Act.


                                       45
<PAGE>


ITEM 10. EXECUTIVE COMPENSATION

No cash compensation, deferred compensation, or other compensation, including
employee stock options or long-term incentive plan awards, were issued or
granted to CompuPrint's former management during CompuPrint's last three fiscal
years ended December 31, 2003, 2004 and 2005.

On May 19, 2005, CompuPrint acquired the business of Terra Insight Corporation.
Pursuant to the transaction, CompuPrint's sole officer and director resigned,
and the nominees of Terra Insight Corporation assumed officer and director
positions of CompuPrint. As Terra Insight Corporation was formed in 2005, there
was no executive compensation paid by Terra Insight Corporation in prior years.

SUMMARY COMPENSATION TABLE

The table below sets forth information concerning the annual and long-term
compensation during our fiscal year ended December 31, 2005 of our Chief
Executive Officer and all of our other officers ("Named Executive Officers").


<TABLE>
<CAPTION>
                                                                             Long Term
                                       Annual Compensation                  Compensation
                                       -------------------                  -------------
                                                                             Securities
                                                                             Underlying
Name and Principal Position    Year        Salary           Bonus         Options/SARS (#)
----------------------------   ----       ---------       ---------       ----------------
<S>                            <C>   <C>  <C>        <C>  <C>        <C>     <C>
Roman Rozenberg                2005  (a)  $ 180,000       $  75,000  (i)     1,533,334
  Chief Executive Officer
Ivan Railyan                   2005  (a)  $ 180,000  (e)  $  75,000  (j)     1,533,333
  President
Dan Brecher                    2005  (a)  $  60,000  (f)  $  75,000  (k)     1,533,333
  Managing Director
Dmitry Vilbaum                 2005  (b)  $  69,712  (g)  $  25,000  (l)     1,163,333
  Chief Operating Officer
Kenneth Oh                     2005  (c)  $  17,654  (h)  $  25,000  (m)       500,000
  Secretary
David R. Allison               2005  (d)  $       0       $       0                  0
  Former President, Treasurer
   and Secretary
</TABLE>

(a)   Became an officer on May 19, 2005 in connection with the Company's
      acquisition of Terra Insight Corporation. Compensation refers to the
      entire 2005 fiscal year period.
(b)   Became an employee on June 13, 2005. Compensation refers to the period
      June 13, 2005 through December 31, 2005.
(c)   Became an employee on June 1, 2005. Compensation refers to the period June
      1, 2005 through December 31, 2005.
(d)   Resigned as an officer on May 19, 2005 in connection with the Company's
      acquisition of Terra Insight Corporation.
(e)   Includes $120,000 in accrued salary paid in 2006.
(f)   Includes salary, net of applicable taxes and deduction, of $5,000 paid in
      2006.
(g)   Includes $13,942 in salary paid by a related party, which amounts are
      reimbursed by the Company.
(h)   Includes $1,500 in salary paid in 2006.
(i)   Refers to fiscal year 2005 bonus amount, of which $5,920 was paid in 2006.
(j)   Refers to fiscal year 2005 bonus amount, which was paid in 2006.
(k)   Refers to fiscal year 2005 bonus amount, of which $68,163 was paid in
      2006.
(l)   Refers to fiscal year 2005 bonus amount, of which $23,077 was paid in
      2006.
(m)   Refers to fiscal year 2005 bonus amount, which was paid in 2006.


                                       46
<PAGE>


STOCK INCENTIVE PLAN

On December 29, 2005, our Board of Directors adopted the CompuPrint, Inc. 2005
Stock Incentive Plan. The Stock Incentive Plan has not yet been submitted for
shareholder approval. The Stock Incentive Plan provides for various types of
awards, including stock options, stock awards, and stock appreciation rights,
denominated in shares of our common stock to our employees, officers,
non-employee directors and agents, and those of our participating subsidiaries.
The purposes of the Stock Incentive Plan are to attract and retain such persons
by providing competitive compensation opportunities, to provide incentives for
those who contribute to the long-term performance and growth of our company, and
to align employee interests with those of our shareholders. The Stock Incentive
Plan is administered by the Board of Directors. The Stock Incentive Plan
prohibits the repricing of awards. The maximum aggregate number of shares of
common stock that may be granted under the Stock Incentive Plan is five million
shares, subject to an evergreen provision, provided that not more than one
million shares may be issued as awards of incentive stock options. The evergreen
provision provides that for a period of nine years from the adoption date of the
Stock Incentive Plan, the aggregate number of shares of common stock that is
available for issuance under the Stock Incentive Plan shall automatically be
increased by that number of shares equal to five percent of our outstanding
shares, on a diluted basis, or such lesser number of shares as determined by the
Board of Directors. Unless terminated earlier by the Board of Directors, the
Stock Incentive Plan will terminate on December 28, 2015.

During the year ended December 31, 2005, we granted 2,250,000 nonincentive stock
options, exercisable until December 28, 2010 at $0.50 per share, under the Plan.


OPTION GRANTS IN FISCAL 2005

The table below sets forth information concerning 6,263,333 stock options
granted during the fiscal year ended December 31, 2005 to the Named Executive
Officers. The percentage of total stock options is based on 6,513,333 stock
options granted to employees, including officers and directors, during the 2005
fiscal year.

<TABLE>
<CAPTION>
                    Number of Securities   % of Total Options
                     Underlying Options   Granted to Employees     Exercise or Base   Expiration
Name                     Granted (#)         in Fiscal Year          Price ($/Sh)       Date
----                     -----------         --------------          ------------       ----
<S>                      <C>                 <C>                     <C>              <C>
Ivan Railyan             1,033,334              15.9                   0.32           01-06-10
Ivan Railyan               500,000               7.7                   0.50           12-28-10
Roman Rozenberg          1,033,333              15.9                   0.32           01-06-10
Roman Rozenberg            500,000               7.7                   0.50           12-28-10
Dan Brecher              1,033,333              15.9                   0.32           01-06-10
Dan Brecher                500,000               7.7                   0.50           12-28-10
Dmitry Vilbaum             413,333               6.3                   0.80           06-12-10
Dmitry Vilbaum             500,000               7.7                   1.00           06-28-10
Dmitry Vilbaum             250,000               3.8                   0.50           12-28-10
Kenneth Oh                 250,000               3.8                   0.80           05-19-10
Kenneth Oh                 250,000               3.8                   0.50           12-28-10
</TABLE>


                                       47
<PAGE>


OPTION EXERCISES IN FISCAL 2005 AND YEAR END OPTION VALUES

This table provides information for options exercised by each of the Named
Executive Officers in 2005 and the number and value (stock price less exercise
price) of the remaining options held by those executive officers at year-end,
using the average ($0.31) of the closing bid and ask prices of our common stock
on December 31, 2005.

<TABLE>
<CAPTION>
                                                                     Number of Securities          Value of Unexercised
                                                                    Underlying Unexercised         In-the-Money Options
                                                                    Options at 12/31/05 (#)           at 12/31/05 ($)
                             Shares Acquired       Value            -----------------------           ---------------
Name                         on Exercise (#)     Realized ($)     Exercisable    Unexercisable   Exercisable   Unexercisable
--------------------         ---------------     ------------     ------------   -------------   -----------   -------------
<S>                          <C>                 <C>              <C>            <C>             <C>           <C>
Ivan Railyan                        0                 0                      0      1,533,334              0               0
Roman Rozenberg                     0                 0                      0      1,533,333              0               0
Dan Brecher                         0                 0                      0      1,533,333              0               0
Dmitry Vilbaum                      0                 0                913,333        250,000              0               0
Kenneth Oh                          0                 0                250,000        250,000              0               0
</TABLE>


DIRECTOR COMPENSATION

Directors have not been compensated for their services on the Board of
Directors. We may, in the future, establish a compensation plan for our
independent directors.


EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS

In connection with the reverse acquisition of Terra Insight Corporation, we
assumed the obligations of the executive employment agreements of Terra Insight
Corporation.

Agreement with Ivan Railyan
---------------------------

Ivan Railyan serves as President pursuant to a three-year employment agreement,
effective as of January 7, 2005 and as amended on May 19, 2005 and December 29,
2005. The employment is on a part-time basis. His annual base salary for fiscal
year 2005 was $180,000 and is $247,500 for fiscal year 2006, with annual
increases for subsequent years of not less than the change in the Consumer Price
Index. His base salary is to be increased to $275,000 when we achieve revenue
totaling at least $5,000,000, or obtain financing of at least $5,000,000, based
upon financing completed after May 1, 2005. His base salary is to be increased
to $365,000 following the first month in which:

      o     we achieve market capitalization of $100 million or more for at
            least four consecutive trading days, or for at least ten of the last
            thirty trading days,

      o     our subsidiaries, in total, achieve revenues totaling at least $6
            million or valuation of $25 million or more, based on private or
            public financing, sale, merger or similar transaction;

      o     we achieve revenues of $10 million or more; or

      o     we, including any subsidiary, obtain financing of at least $8
            million, based upon financing completed after May 1, 2005.

We granted him five-year stock options to purchase up to 1,033,334 shares of our
common stock. The exercise price for the stock options is $0.32 per share. The
stock options are subject to future vesting. One-half of the stock options shall
vest following the first fiscal year end in which our earnings before interest,
taxes, depreciation, and amortization (EBITDA) exceeds $2,000,000 or our gross
revenues exceed $6,000,000. The remaining stock options shall vest following the
first fiscal year end in which our EBITDA exceeds $4,000,000 or our gross
revenues exceed $10,000,000.


                                       48
<PAGE>


He is also entitled to receive death benefits of $70,000, an automobile,
reimbursement for reasonable travel and other business related expenses, four
weeks vacation, medical and dental insurance, and participation in any 401(k)
plan, stock option plan, or other employee plan, perquisite and other benefits
made available to other management employees, which presently includes life and
long-term care insurance coverage. We may also award him an annual performance
bonus or other bonus as determined by the Board of Directors.

If we undergo a "change of control", we must pay him an amount equal to 290% of
his base compensation and all stock options granted are to vest immediately. He
has the right to terminate his employment if we undergo a change in control. As
defined in his employment agreement, a change of control refers to:

      o     a change in our ownership or management that would be required to be
            reported in response to certain provisions of the Securities
            Exchange Act of 1934;
      o     an acquisition, other than directly from us, by a person or entity
            other than us of thirty five percent (35%) or more of our common
            stock or then outstanding voting securities;
      o     a change in a majority of the current Board of Directors, excluding
            a Board approved change that does not result from a proxy contest;
      o     a reorganization, merger, consolidation or sale of substantially all
            of our assets, after which our shareholders do not own, in the same
            proportion, more than 50% of the voting power, after which a
            majority of the board of directors changes, and after which a new
            shareholder beneficially owns 25% or more of the voting power; or
      o     the approval by our stockholders of a complete liquidation or
            dissolution.

The employment agreement, as amended, provides that, prior to the consummation
of an actual "change in control" event, we and the employee shall in good faith
negotiate a new employment agreement, whereby it is contemplated that employee
would continue to render similar services in an executive capacity for a term of
no less than five years, on improved terms and conditions as to salary and
benefits, recognizing that additional duties, responsibilities and certain
waivers are contemplated by such "change in control".

The employment agreement, as amended, contains tax gross-up provisions relating
to compensation or to any excise tax and income tax that the employee incurs by
reason of receipt of any payment that constitutes an excess parachute payment as
defined in Section 280G of the Internal Revenue Code.

The employment agreement provides for termination for cause.

Agreement with Roman Rozenberg
------------------------------

Roman Rozenberg serves as Chief Executive Officer pursuant to a three-year
employment agreement, effective as of January 7, 2005 and as amended on May 19,
2005 and December 29, 2005. His annual base salary for fiscal year 2005 was
$180,000 and is $238,500 for fiscal year 2006, with annual increases for
subsequent years of not less than the change in the Consumer Price Index. His
base salary is to be increased to $265,000 when we achieve revenue totaling at
least $5,000,000, or obtain financing of at least $5,000,000, based upon
financing completed after May 1, 2005. His base salary is to be increased to
$350,000 following the first month in which:

      o     we achieve market capitalization of $100 million or more for at
            least four consecutive trading days, or for at least ten of the last
            thirty trading days,
      o     our subsidiaries, in total, achieve revenues totaling at least $6
            million or valuation of $25 million or more, based on private or
            public financing, sale, merger or similar transaction;
      o     we achieve revenues of $10 million or more; or
      o     we, including any subsidiary, obtain financing of at least $8
            million, based upon financing completed after May 1, 2005.


                                       49
<PAGE>


We granted him five-year stock options to purchase up to 1,033,333 shares of our
common stock. The exercise price for the stock options is $0.32 per share. The
stock options are subject to future vesting. One-half of the stock options shall
vest following the first fiscal year end in which our earnings before interest,
taxes, depreciation, and amortization (EBITDA) exceeds $2,000,000 or our gross
revenues exceed $6,000,000. The remaining stock options shall vest following the
first fiscal year end in which our EBITDA exceeds $4,000,000 or our gross
revenues exceed $10,000,000.

He is also entitled to receive death benefits of $70,000, an automobile,
reimbursement for reasonable travel and other business related expenses, four
weeks vacation, medical and dental insurance, and participation in any 401(k)
plan, stock option plan, or other employee plan, perquisite and other benefits
made available to other management employees, which presently includes life and
long-term care insurance coverage. We may also award him an annual performance
bonus or other bonus as determined by the Board of Directors.

If we undergo a "change of control", we must pay him an amount equal to 290% of
his base compensation and all stock options granted are to vest immediately. He
has the right to terminate his employment if we undergo a change in control. As
defined in his employment agreement, a change of control refers to:

      o     a change in our ownership or management that would be required to be
            reported in response to certain provisions of the Securities
            Exchange Act of 1934;
      o     an acquisition, other than directly from us, by a person or entity
            other than us of thirty five percent (35%) or more of our common
            stock or then outstanding voting securities;
      o     a change in a majority of the current Board of Directors, excluding
            a Board approved change that does not result from a proxy contest;
      o     a reorganization, merger, consolidation or sale of substantially all
            of our assets, after which our shareholders do not own, in the same
            proportion, more than 50% of the voting power, after which a
            majority of the board of directors changes, and after which a new
            shareholder beneficially owns 25% or more of the voting power; or
      o     the approval by our stockholders of a complete liquidation or
            dissolution.

The employment agreement, as amended, provides that, prior to the consummation
of an actual "change in control" event, we and the employee shall in good faith
negotiate a new employment agreement, whereby it is contemplated that employee
would continue to render similar services in an executive capacity for a term of
no less than five years, on improved terms and conditions as to salary and
benefits, recognizing that additional duties, responsibilities and certain
waivers are contemplated by such "change in control".

The employment agreement, as amended, contains tax gross-up provisions relating
to compensation or to any excise tax and income tax that the employee incurs by
reason of receipt of any payment that constitutes an excess parachute payment as
defined in Section 280G of the Internal Revenue Code.

The employment agreement provides for termination for cause.


                                       50
<PAGE>


Agreement with Dan Brecher
--------------------------

Dan Brecher serves as Managing Director of the Company pursuant to a three-year
employment agreement, effective as of January 7, 2005 and as amended on May 19,
2005 and December 29, 2005. The employment is on a part-time basis. His annual
base salary for fiscal year 2005 was $60,000 and is $135,000 for fiscal year
2006, with annual increases for subsequent years of not less than the change in
the Consumer Price Index. His base salary is to be increased to $150,000 when we
achieve revenue totaling at least $5,000,000, or obtain financing of at least
$5,000,000, based upon financing completed after May 1, 2005. His base salary is
to be increased to $250,000 following the first month in which:

      o     we achieve market capitalization of $100 million or more for at
            least four onsecutive trading days, or for at least ten of the last
            thirty trading days,
      o     our subsidiaries, in total, achieve revenues totaling at least $6
            million or valuation of $25 million or more, based on private or
            public financing, sale, merger or similar transaction;
      o     we achieve revenues of $10 million or more; or
      o     we, including any subsidiary, obtain financing of at least $8
            million, based upon financing completed after May 1, 2005.

We granted him five-year stock options to purchase up to 1,033,333 shares of our
common stock. The exercise price for the stock options is $0.32 per share. The
stock options are subject to future vesting. One-half of the stock options shall
vest following the first fiscal year end in which our earnings before interest,
taxes, depreciation, and amortization (EBITDA) exceeds $2,000,000 or our gross
revenues exceed $6,000,000. The remaining stock options shall vest following the
first fiscal year end in which our EBITDA exceeds $4,000,000 or our gross
revenues exceed $10,000,000.

He is also entitled to receive death benefits of $70,000, an automobile,
reimbursement for reasonable travel and other business related expenses, four
weeks vacation, medical and dental insurance, and participation in any 401(k)
plan, stock option plan, or other employee plan, perquisite and other benefits
made available to other management employees, which presently includes life and
long-term care insurance coverage. We may also award him an annual performance
bonus or other bonus as determined by the Board of Directors.

If we undergo a "change of control", we must pay him an amount equal to 290% of
his base compensation and all stock options granted are to vest immediately. He
has the right to terminate his employment if we undergo a change in control. As
defined in his employment agreement, a change of control refers to:

      o     a change in our ownership or management that would be required to be
            reported in response to certain provisions of the Securities
            Exchange Act of 1934;
      o     an acquisition, other than directly from us, by a person or entity
            other than us of thirty five percent (35%) or more of our common
            stock or then outstanding voting securities;
      o     a change in a majority of the current Board of Directors, excluding
            a Board approved change that does not result from a proxy contest;
      o     a reorganization, merger, consolidation or sale of substantially all
            of our assets, after which our shareholders do not own, in the same
            proportion, more than 50% of the voting power, after which a
            majority of the board of directors changes, and after which a new
            shareholder beneficially owns 25% or more of the voting power; or
      o     the approval by our stockholders of a complete liquidation or
            dissolution.

The employment agreement, as amended, provides that, prior to the consummation
of an actual "change in control" event, we and the employee shall in good faith
negotiate a new employment agreement, whereby it is contemplated that employee
would continue to render similar services in an executive capacity for a term of
no less than five years, on improved terms and conditions as to salary and
benefits, recognizing that additional duties, responsibilities and certain
waivers are contemplated by such "change in control".


                                       51
<PAGE>


The employment agreement, as amended, contains tax gross-up provisions relating
to compensation or to any excise tax and income tax that the employee incurs by
reason of receipt of any payment that constitutes an excess parachute payment as
defined in Section 280G of the Internal Revenue Code.

The employment agreement provides for termination for cause.

Agreement with Dmitry Vilbaum
-----------------------------

Dmitry Vilbaum serves as Chief Operating Officer pursuant to a three-year
employment agreement, effective as of June 13, 2005 and as amended December 29,
2005. He currently works on a part-time basis, for which his annual base salary
for fiscal year 2005 was at the rate of $100,000 per year and, pursuant to an
oral agreement, is at the rate of $125,000 for fiscal year 2006. His salary is
to increase to the rate of $160,000 per year during the term of employment
following the first month in which our revenues from operations during such
fiscal year exceeds $5,000,000; and, his salary shall increase to the rate of
$220,000 per year during the term of employment following the first month in
which our revenues from operations during such fiscal year exceeds $10,000,000.
If, however, our revenues subsequently decrease to below either of such levels
in any twelve month period, his salary is to revert to its former level during
such period. In the event Mr. Vilbaum works on a full-time basis, his salary is
to increase by $25,000. Under the agreement, with our permission, Mr. Vilbaum is
permitted to work up to 20 hours per week for another employer. Mr. Vilbaum
currently works for Law Offices of Dan Brecher on a part-time basis pursuant to
such permission, and for the use of Mr. Vilbaum services, we agreed to reimburse
Law Offices of Dan Brecher for compensation expenses and costs of benefits, at
cost, it incurs in connection with its employment of Mr. Vilbaum, provided Mr.
Vilbaum is devoting substantially all of his time to our business. Mr. Vilbaum
is entitled to any bonus as may be determined by the Board of Directors. He is
also entitled to receive reimbursement for reasonable travel and other business
related expenses, four weeks vacation, and medical and dental insurance. We are
also providing to Mr. Vilbaum certain life insurance and long-term care
insurance coverage.

In connection with the employment agreement, we granted Mr. Vilbaum stock
options to purchase 413,333 shares of our common stock. The stock options are
exercisable for five years at $0.80 per share. The stock options were to vest,
subject to conditions of services to us, as follows: options to purchase 310,000
shares vest on June 13, 2006; additional options to purchase 51,667 shares vest
on June 13, 2007; and the remaining options to purchase 51,666 shares vest on
June 13, 2008. On December 29, 2005, the agreement was amended to accelerate the
vesting date for the options to December 30, 2005.

The employment agreement provides for termination for cause. During the first
year of employment, if the employment is to be terminated, Mr. Vilbaum is
entitled to 90 days advance notice and 90 days of severance pay.


                                       52
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of February 27, 2006, the shares of our
common stock beneficially owned by each person who is known by us to
beneficially own 5% or more of our common stock, each of our directors and
executive officers, and all of our directors and executive officers as a group.
This information was determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, and is based upon the information provided by
the persons listed below. As of February 27, 2006, we had 43,008,338 shares of
common stock issued and outstanding.

All persons named in the table have the sole voting and dispositive power with
respect to common stock beneficially owned. Beneficial ownership of shares of
common stock that are acquirable within 60 days of February 27, 2006 pursuant to
options, warrants, conversion privileges or other rights are listed separately.
For each person named in the table, the calculation of percent of class gives
effect to those acquirable shares.

The address of each of the persons named in the table below, unless otherwise
indicated, is c/o Terra Insight Corporation, 99 Park Avenue, 16th Floor, New
York, New York 10016.

<TABLE>
<CAPTION>
Name and Address of                    Amount and Nature      Additional Shares                           Percent
Beneficial Owner                       of Beneficial Owner    Acquirable within 60 days                   of Class
-------------------                    -------------------    -------------------------                   --------
<S>                                             <C>                           <C>                             <C>
Ivan Railyan (a)                                29,775,483                      125,000  (b)(d)               69.3%
Roman Rozenberg (a)                              3,502,998                      125,000  (c)(d)                8.4%
Dan Brecher (a)                                  1,751,499                      125,000  (c)(d)                4.4%
Dmitry Vilbaum (a)                                       0                      975,833  (e)(f)(g)             2.2%
Kenneth Oh (a)                                           0                      312,500  (g)(h)                0.7%
Enficon Establishment                                    0                    3,000,000  (i)                   6.5%
   Liechtenstein
   Poststrasse 403
   FL-9491 Ruggell
Belhasa International Co. LLC                    1,000,000                    2,150,000  (j)                   7.0%
   Al - Ittehad Street
   Belhasa Building
   P.O. Box 1286 Dubai, United Arab Emirates
Esterna Limited                                    500,000                            0  (k)                   1.2%
   Riga Feraiou 8
   Libra Chambers, off,22
   Limassol, Cyprus
All officers and directors                      35,029,980                    1,663,333                       82.1%
   as a group (5 persons)
</TABLE>

(a)  Refers to an officer or director.
(b)  Does not include stock options, subject to vesting at a future date upon
     achievement of certain Company milestones or thresholds, exercisable for
     five years from January 7, 2005 at $0.32 per share, to acquire up to
     1,033,334 shares of common stock. One-half of the stock options shall vest
     following the first fiscal year end in which our earnings before interest,
     taxes, depreciation, and amortization (EBITDA) exceeds $2,000,000 or our
     gross revenues exceed $6,000,000. The remaining stock options shall vest
     following the first fiscal year end in which our EBITDA exceeds $4,000,000
     or our gross revenues exceed $10,000,000.
(c)  Does not include stock options, subject to vesting at a future date upon
     achievement of certain Company milestones or thresholds, exercisable for
     five years from January 7, 2005 at $0.32 per share, to acquire up to
     1,033,333 shares of common stock. One-half of the stock options shall vest
     following the first fiscal year end in which our earnings before interest,
     taxes, depreciation, and amortization (EBITDA) exceeds $2,000,000 or our
     gross revenues exceed $6,000,000. The remaining stock options shall vest
     following the first fiscal year end in which our EBITDA exceeds $4,000,000
     or our gross revenues exceed $10,000,000.
(d)  The person holds stock options to purchase 500,000 shares of common stock,
     exercisable for five years from December 29, 2005 at $0.50 per share. The
     stock options are subject to vesting at the rate of 25% per calendar
     quarter in 2006. Stock options that may vest within 60 days are included.


                                       53
<PAGE>


(e)  Includes stock options, exercisable for five years from June 13, 2005 at
     $0.80 per share, to acquire up to 413,333 shares of common stock.
(f)  Includes stock options, exercisable for five years from June 29, 2005 at
     $1.00 per share, to acquire up to 500,000 shares of common stock.
(g)  The person holds stock options to purchase 250,000 shares of common stock
     exercisable, for five years from December 29, 2005 at $0.50 per share. The
     stock options are subject to vesting at the rate of 25% per calendar
     quarter in 2006. Stock options that may vest within 60 days are included.
(h)  Includes stock options, exercisable for five years from May 20, 2005 at
     $0.80 per share, to acquire up to 250,000 shares of common stock.
(i)  Refers to shares of common stock underlying a principal amount of $3
     million of 6% convertible debentures due December 31, 2007. The debentures
     are convertible, at $1.00 per share, into an aggregate of 3,000,000 shares
     of our common stock. Does not include shares of common stock underlying $2
     million of 6% convertible debentures, which debentures are not irrevocably
     committed for and may be issued at a future date.
(j)  Refers to shares of common stock underlying 150,000 warrants exercisable
     for one year, and 2,000,000 warrants exercisable for six months. The
     150,000 one-year warrants are exercisable for six months at $1.25 per share
     and are thereafter exercisable at $1.50 per share. The 2,000,000 six-month
     warrants are exercisable for three months at $1.15 per share and are
     thereafter exercisable at $1.50 per share, provided that the initial
     exercise of these six-month warrants must be for the purchase of at least
     1,000,000 shares of common stock.
(k)  Does not include 49,500,000 shares of common stock, and a number of
     warrants not yet calculatable, that may be issuable pursuant to a Statement
     of Understanding agreement with the stockholder that must be closed by
     March 31, 2006. Closing pursuant the Statement of Understanding is subject
     to numerous conditions, including negotiations of definitive transactions
     terms, and due to unlikelihood of consummation of such transaction by March
     31, 2006, such shares and warrants have not been included in the table.


CHANGES IN CONTROL

We do not have any arrangements that may result in a change in control, except
as described below.

On December 28, 2005, we entered into an agreement, the Statement of
Understanding for Purchase of Shares of CompuPrint, Inc., with Esterna Limited,
a Cyprus limited company. Subject to various conditions precedent, including
Esterna purchasing from us 500,000 shares of our common stock at $1 per share,
which were purchased on December 29, 2005, the Statement of Understanding
provides for the sale to Esterna of an additional 49,500,000 shares of our
common stock, on an "all or none" basis, for $49,500,000, at a closing that must
be held by March 31, 2006.

Under the Statement of Understanding, we are not precluded from first selling
equity securities to third parties in total amount not exceeding $10,000,000 at
a price of not less than $1 per share. To the extent that any such sales prior
to the closing result in an amount of common stock outstanding that is greater
than 50,000,000 shares, Esterna shall also receive at the closing, the amount of
one-year warrants to purchase such additional amount of common stock,
exercisable at $1 a share, that equals the amount of the Company's common stock
outstanding immediately prior to the closing that is more than 50,000,000
shares. The purpose is to insure that Esterna has the ability, after the
closing, to purchase up to such amount of shares as equals 50% of our
outstanding shares, should it chose to exercise the warrants.

We make no representation that a closing with Esterna will be affected by March
31, 2006, or at any other date. Among other things, we did not receive any
representation that Esterna presently has the funds or ability to pay the
purchase price, and the transaction may require shareholder approval under the
laws of the state in which our company is incorporated as well as shareholder
approval of a change of our authorized capital, and would trigger various
"change in control" provisions pursuant to employment agreements and
acceleration of vesting of outstanding unvested stock options. The transactions
contemplated by the Statement of Understanding are subject to due diligence
investigations by the parties and various conditions precedent. Conditions
precedent to a closing include entering into such contracts of sale and other
ancillary agreements that are commonly associated with similar transactions, for
example, a shareholders' agreement, voting proxies, and certain other
agreements, including new employment agreements with our management for five
year terms with increased compensation. In the event that the transactions
contemplated by the Statement of Understanding are consummated, we will nominate
to the Board of Directors three designees of Esterna, thereby increasing the
Board to six persons. In the event that the transactions contemplated by the
Statement of Understanding are consummated, Esterna and our current controlling
shareholders (Ivan Railyan, Roman Rozenberg and Dan Brecher, hereinafter the
"Railyan Group") are to be subject to a voting agreement providing for equal
voting rights as to Esterna on one hand and the Railyan Group on the other hand.


                                       54
<PAGE>


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table set forth outstanding securities authorized for issuance
under equity compensation plans as of December 31, 2005.


<TABLE>
<CAPTION>
                                        Number of securities to       Weighted average
                                        be issued upon exercise       exercise price of        Number of securities
                                        of outstanding options,     outstanding options,     remaining available for
            Plan category                 warrants and rights        warrants and rights         future issuance
------------------------------------    -----------------------     ---------------------    -----------------------
<S>                                     <C>                         <C>                      <C>
Equity compensation plans approved by                  0                        $0.00                       0
securities holders

Equity compensation plans not                  7,013,333                        $0.51               2,750,000
approved by securities holders

Total                                          7,013,333                        $0.51               2,750,000
</TABLE>


Plans Not in the Shareholder Approved Category
----------------------------------------------

On January 7, 2005, pursuant to an employment agreement with Ivan Railyan, our
President, we issued stock options, subject to vesting at a future date upon
achievement of certain Company milestones or thresholds, exercisable for five
years from January 7, 2005 at $0.32 per share, to acquire up to 1,033,334 shares
of common stock. One-half of the stock options shall vest following the first
fiscal year end in which our earnings before interest, taxes, depreciation, and
amortization (EBITDA) exceeds $2,000,000 or our gross revenues exceed
$6,000,000. The remaining stock options shall vest following the first fiscal
year end in which our EBITDA exceeds $4,000,000 or our gross revenues exceed
$10,000,000.

On January 7, 2005, pursuant to an employment agreement with Roman Rozenberg,
our Chief Executive Officer, we issued stock options, subject to vesting at a
future date upon achievement of certain Company milestones or thresholds,
exercisable for five years from January 7, 2005 at $0.32 per share, to acquire
up to 1,033,333 shares of common stock. One-half of the stock options shall vest
following the first fiscal year end in which our earnings before interest,
taxes, depreciation, and amortization (EBITDA) exceeds $2,000,000 or our gross
revenues exceed $6,000,000. The remaining stock options shall vest following the
first fiscal year end in which our EBITDA exceeds $4,000,000 or our gross
revenues exceed $10,000,000.

On January 7, 2005, pursuant to an employment agreement with Dan Brecher, our
Managing Director, we issued stock options, subject to vesting at a future date
upon achievement of certain Company milestones or thresholds, exercisable for
five years from January 7, 2005 at $0.32 per share, to acquire up to 1,033,333
shares of common stock. One-half of the stock options shall vest following the
first fiscal year end in which our earnings before interest, taxes,
depreciation, and amortization (EBITDA) exceeds $2,000,000 or our gross revenues
exceed $6,000,000. The remaining stock options shall vest following the first
fiscal year end in which our EBITDA exceeds $4,000,000 or our gross revenues
exceed $10,000,000.

On May 20, 2005, we entered into an agreement with Kenneth Oh, our Secretary,
pursuant to which we issued stock options to purchase 250,000 shares of common
stock. The stock options are exercisable for five years at $0.80 per share. The
stock options were to vest, subject to conditions of services to us, as follows:
options to purchase 187,500 shares on May 20, 2006; additional options to
purchase 31,250 shares on May 20, 2007; and the remaining options to purchase
31,250 shares on May 20, 2008. On December 29, 2005, the agreement was amended
to accelerate the vesting date for the options to December 30, 2005. On June 1,
2005, Mr. Oh was appointed Secretary.


                                       55
<PAGE>


On June 13, 2005, we entered into an employment agreement with Dmitry Vilbaum,
our Chief Operating Officer. In connection with the employment agreement, we
granted Mr. Vilbaum stock options to purchase 413,333 shares of common stock.
The stock options are exercisable for five years at $0.80 per share. The stock
options were to vest, subject to conditions of services to us, as follows:
options to purchase 310,000 shares on June 13, 2006; additional options to
purchase 51,667 shares on June 13, 2007; and the remaining options to purchase
51,666 shares on June 13, 2008. On December 29, 2005, the agreement was amended
to accelerate the vesting date for the options to December 30, 2005.

On June 29, 2005, we entered into an agreement with Dmitry Vilbaum, our Chief
Operating Officer, pursuant to which we issued stock options to purchase 500,000
shares of common stock. The stock options are exercisable for five years at
$1.00 per share. The stock options were to vest, subject to conditions of
services to us, as follows: options to purchase 375,000 shares on June 29, 2006;
additional options to purchase 62,500 shares on June 29, 2007; and the remaining
options to purchase 62,500 shares on June 29, 2008. On December 29, 2005, the
agreement was amended to accelerate the vesting date for the options to December
30, 2005.

On June 29, 2005, the Company entered into a consulting agreement with Stuart
Sundlun, an individual, pursuant to which the Company issued stock options to
purchase 500,000 shares of the Company's common stock. The stock options are
exercisable for five years at $0.80 per share.

On December 29, 2005, the Company's Board of Directors adopted the CompuPrint,
Inc. 2005 Stock Incentive Plan. The plan has not yet been submitted for
shareholder approval. On December 29, 2005, the Company granted nonincentive
stock options to purchase shares of the Company's common stock, exercisable for
a period of up to five years from the date of grant at $0.50 per share and
vesting over one year at the rate of 25% per calendar quarter, pursuant to the
plan, to the following employees:

       Ivan Railyan, President                              500,000 options
       Roman Rozenberg, Chief Executive Officer             500,000 options
       Dan Brecher, Managing Director                       500,000 options
       Dmitry Vilbaum, Chief Operating Officer              250,000 options
       Kenneth Oh, Secretary                                250,000 options
       Viktor Andreev                                       250,000 options


                                       56
<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CERTAIN ISSUANCES OF SECURITIES

On December 29, 2003, we issued 13,086,360 shares (as adjusted for a forward
split at a ratio of 4.36212 to 1 affected in May 2005) of common stock to our
President, David Allison in consideration for his duties relating to his
appointment as CompuPrint's sole officer.

On May 19, 2005, we entered into a Split-Off Agreement with David Allison,
CompuPrint's sole officer and director and our controlling shareholder. Pursuant
to the agreement, we transferred all of our assets and liabilities to CompuPrint
Ventures, Inc., a newly formed North Carolina corporation, in exchange for 100%
of the equity of CompuPrint Ventures, Inc. Immediately following the transfer,
we transferred our 100% of the equity of CompuPrint Ventures, Inc. to Mr.
Allison in exchange for 13,086,360 shares of our common stock that he held,
which were then cancelled, and for the release by Mr. Allison to us of all
rights to any amounts advanced or otherwise loaned by Mr. Allison to us.

On May 19, 2005, we entered into an Agreement and Plan of Reorganization with
Terra Insight Corporation, a Delaware corporation, and the three shareholders of
Terra Insight Corporation. Pursuant to the reorganization agreement, we issued
35,029,980 shares of common stock, constituting approximately 90% of our
outstanding common stock after the issuance, in exchange for all of the equity
of Terra Insight Corporation in a transaction viewed as a reverse acquisition.
The three shareholders of Terra Insight Corporation received the following
number of shares of our common stock: Ivan Railyan, 29,775,483 shares; Roman
Rozenberg, 3,502,998 shares; and Dan Brecher, 1,751,499 shares. In connection
with the transaction, our sole officer and director resigned and the three
shareholders of Terra Insight Corporation were appointed to our Board of
Directors. Subsequently, Mr. Railyan was appointed President and Chairman of the
Board, Mr. Rozenberg was appointed Chief Executive Officer, and Mr. Brecher was
appointed CompuPrint's Secretary. No director, executive officer or person who
may be deemed to be an affiliate of Terra Insight Corporation had any direct or
indirect interest in CompuPrint prior to the completion of the reverse
acquisition.

In connection with the May 19, 2005 acquisition of Terra Insight Corporation, we
assumed the obligations under three employment agreements of Terra Insight
Corporation with our three employees, Mr. Railyan, Mr. Rozenberg and Mr.
Brecher. Under the employment agreements, as amended, each of Mr. Railyan, Mr.
Rozenberg and Mr. Brecher have stock options to purchase shares of our common
stock, exercisable at $0.32 per share for five years from January 5, 2005. The
number of shares underlying these stock options is 1,033,334 as to Mr. Railyan,
and 1,033,333 as to each of Mr. Rozenberg and Mr. Brecher. The stock options are
subject to future vesting. One-half of the stock options shall vest following
the first fiscal year end in which our earnings before interest, taxes,
depreciation, and amortization (EBITDA) exceeds $2,000,000 or our gross revenues
exceed $6,000,000. The remaining stock options shall vest following the first
fiscal year end in which our EBITDA exceeds $4,000,000 or our gross revenues
exceed $10,000,000.

On May 20, 2005, we entered into an agreement with Kenneth Oh, pursuant to which
we issued stock options to purchase 250,000 shares of common stock. The stock
options are exercisable for five years at $0.80 per share. The stock options
were to vest, subject to conditions of services to us, as follows: options to
purchase 187,500 shares on May 20, 2006; additional options to purchase 31,250
shares on May 20, 2007; and the remaining options to purchase 31,250 shares on
May 20, 2008. On June 1, 2005, Mr. Oh was appointed Secretary. On December 29,
2005, the agreement was amended to accelerate the vesting date for the options
to December 30, 2005.


                                       57
<PAGE>


On June 13, 2005, we entered into an employment agreement with Dmitry Vilbaum to
serve as Chief Operating Officer. In connection with the employment agreement,
we granted Mr. Vilbaum stock options to purchase 413,333 shares of common stock.
The stock options are exercisable for five years at $0.80 per share. The stock
options were to vest, subject to conditions of services to us, as follows:
options to purchase 310,000 shares on June 13, 2006; additional options to
purchase 51,667 shares on June 13, 2007; and the remaining options to purchase
51,666 shares on June 13, 2008. On December 29, 2005, the agreement was amended
to accelerate the vesting date for the options to December 30, 2005. Under the
employment agreement, with our permission, Mr. Vilbaum is permitted to work up
to 20 hours per week for another employer. Mr. Vilbaum currently works for Law
Offices of Dan Brecher on a part-time basis pursuant such permission and the
costs of his services for Law Offices of Dan Brecher are charged to us.

On June 29, 2005, we entered into an agreement with Dmitry Vilbaum, pursuant to
which we issued stock options to purchase 500,000 shares of common stock. The
stock options are exercisable for five years at $1.00 per share. The stock
options were to vest, subject to conditions of services to us, as follows:
options to purchase 375,000 shares on June 29, 2006; additional options to
purchase 62,500 shares on June 29, 2007; and the remaining options to purchase
62,500 shares on June 29, 2008. On December 29, 2005, the agreement was amended
to accelerate the vesting date for the options to December 30, 2005.

On June 30, 2005, we entered into a Securities Purchase Agreement with Enficon
Establishment, a Liechtenstein company, for the sale of up to a principal amount
of $5 million in 6% convertible debentures due December 31, 2007. On July 5,
2005, Enficon purchased a $2 million debenture. We allocated $1 million of the
proceeds to our working capital, and the other $1 million in furtherance of an
exploration agreement that we entered into with Enficon. The debentures are
convertible into shares of our common stock at $1.00 per share. Interest accrues
on the principal amount of the debenture at the simple rate of 6% per year from
the date of issuance. Interest is payable at maturity. In the event of
conversion of the debenture, in whole or in part, the holder forfeits any
accrued interest on the converted principal amount. The debenture is subject to
a mandatory conversion in the event that our non-insider common stock trades in
the public securities market at a price of $2.00 per share or more with a mean
average weekly volume of 250,000 shares or more in eight consecutive weeks. In
connection with this sale of securities, we granted Enficon certain registration
rights, agreeing to include in a registration statement that we file, the resale
of the shares underlying the debentures that Enficon purchased. Under the terms
of the agreement, we sent to Enficon a notice prior to August 1, 2005 requiring
Enficon to purchase a further $1 million debenture, which Enficon has purchased
on September 8, 2005. We intend to file a separate registration statement at a
later date for the resale of the shares underlying the debentures that Enficon
purchased on September 8, 2005. The agreement provides that we can send notice
to Enficon requesting the purchase of a further $2 million debenture at a future
date. The agreement provides that we are to allocate the proceeds of that $1
million of that additional $2 million debenture to further an exploration
agreement that we entered into with Enficon.

On December 12, 2005, we entered into a Securities Purchase Agreement with
Belhasa International Co. LLC, a United Arab Emirates entity, for the sale of
1,000,000 shares of our common stock, 150,000 warrants exercisable for one year,
and 2,000,000 warrants exercisable for six months. The 150,000 one-year warrants
are exercisable for six months at $1.25 per share and are thereafter exercisable
at $1.50 per share. The 2,000,000 six-month warrants are exercisable for three
months at $1.15 per share and are thereafter exercisable at $1.50 per share,
provided that the initial exercise of these six-month warrants must be for the
purchase of at least 1,000,000 shares of common stock. We applied the proceeds
of $1,000,000 to our working capital.

On December 29, 2005, the Company entered into a Securities Purchase Agreement
with Esterna Limited, a Cyprus limited company, for the sale of 500,000 shares
of common stock. The Company applied the proceeds of $500,000 from the sale of
the securities to its working capital.


                                       58
<PAGE>


On December 29, 2005, the Company granted nonincentive stock options to purchase
shares of the Company's common stock, exercisable for a period of up to five
years from the date of grant at $0.50 per share and vesting over one year at the
rate of 25% per calendar quarter, pursuant to the Company's 2005 Stock Incentive
Plan, to the following employees:

      Ivan Railyan, President                              500,000 options
      Roman Rozenberg, Chief Executive Officer             500,000 options
      Dan Brecher, Managing Director                       500,000 options
      Dmitry Vilbaum, Chief Operating Officer              250,000 options
      Kenneth Oh, Secretary                                250,000 options
      Viktor Andreev                                       250,000 options

AMENDMENTS TO EXECUTIVE EMPLOYMENT AGREEMENTS

On December 29, 2005, the Board of Directors approved certain matters in
connection with amendments to employment agreements with Ivan Railyan,
President, Roman Rozenberg, Chief Executive Officer, and Dan Brecher, Managing
Director. Each of their employment agreements were amended to provide for a base
salary commencing with fiscal year 2006 at the annual rates of $247,500 for Mr.
Railyan, $238,500 for Mr. Rozenberg, and $135,000 for Mr. Brecher, and that the
employee shall be entitled to a performance bonus or other bonus as determined
by the Board of Directors.

As amended, each of the employment agreements provides that, prior to the
consummation of an actual "change in control" event, the Company and the
employee shall in good faith negotiate a new employment agreement, whereby it is
contemplated that employee would continue to render similar services in an
executive capacity for a term of no less than five years, on improved terms and
conditions as to salary and benefits, recognizing that additional duties,
responsibilities and certain waivers are contemplated by such "change in
control". As amended, each of the three employment agreements contains tax
gross-up provisions relating to compensation or to any excise tax and income tax
that the employee incurs by reason of receipt of any payment that constitutes an
excess parachute payment as defined in Section 280G of the Internal Revenue
Code.

On January 4, 2006, the base salary of Dmitry Vilbaum, Chief Operating Officer,
was increased by $25,000 for fiscal year 2006. The Board of Directors authorized
the increased salary in its discretion and without amendment to the written
employment agreement with Mr. Vilbaum.

EXPLORATION AGREEMENT WITH ENFICON

On June 30, 2005, we entered into an agreement with Enficon Establishment, a
Liechtenstein company, for the formation, operation, financing and development
of a Delaware limited partnership, Tierra Nevada Exploration Partners, LP, in
connection with the exploration of certain natural resource deposits in the
State of Nevada. Our subsidiary, Terra Resources, Inc., is the general partner
of the partnership. The plan is to pursue acquisition of the leases related to
oil rights in certain properties in a designated area of Nevada to implement an
exploration program for the drilling of three wells. We provided $2 million in
funding to the project, and are to provide up to a total of $3 million in
funding for the project. Enficon is to provide up to $3 million as capital
contribution in furtherance of the project. Assuming such funding by Enficon, of
which there is no assurance, Enficon would have a 50% interest as a limited
partner in the partnership. To the extent that Enficon contributes less than the
amount we contribute to the partnership, Enficon's interest in the partnership
will be diluted. To the extent that additional third-party financing is
required, our interest and the interest of Enficon in the partnership, or both,
may be diluted.


                                       59
<PAGE>


We agreed to grant Enficon, subject to Enficon's satisfaction of certain
conditions, a non-assignable first right of refusal for the providing of funding
to other projects that we may agree to finance. The first right of refusal was
conditioned upon Enficon's full purchase of $5 million dollars in 6% convertible
debentures maturing December 31, 2007, convertible at $1 per share into an
aggregate of 5 million shares of our common stock, pursuant to a Securities
Purchase Agreement dated June 30, 2005 entered into by Enficon with us. The
first right of refusal is of no effect until Enficon has timely paid for and
converted in full the total of $5 million of convertible debentures, and is of
no effect until Enficon has also timely provided the full amount required of
Enficon to fund its limited partnership interests pursuant to the terms of the
exploration agreement. Provided we agree that the conditions for the first right
of refusal have been satisfied, the first right of refusal is to last so long as
Enficon retains ownership of the majority of the five million shares of our
common stock to be issued upon conversion of the convertible debentures that
Enficon may purchase from us. Enficon will forfeit its first right of refusal if
Enficon breaches its obligations under the agreement or declines to fund two
projects that are subsequently funded on the terms Enficon declined, or if
Enficon agrees to fund a project but fails to do so. On July 5, 2005, Enficon
purchased $2 million in convertible debentures from us, and, on September 8,
2005, Enficon purchased an additional $1 million in convertible debentures.

STATEMENT OF UNDERSTANDING

On December 28, 2005, we entered into an agreement, the Statement of
Understanding for Purchase of Shares of CompuPrint, Inc., with Esterna Limited,
a Cyprus limited company. Subject to various conditions precedent, including
Esterna purchasing from us 500,000 shares of our common stock at $1 per share,
which were purchased on December 29, 2005, the Statement of Understanding
provides for the sale to Esterna of an additional 49,500,000 shares of our
common stock, on an "all or none" basis, for $49,500,000, at a closing that must
be held by March 31, 2006.

Under the Statement of Understanding, we are not precluded from first selling
equity securities to third parties in total amount not exceeding $10,000,000 at
a price of not less than $1 per share. To the extent that any such sales prior
to the closing result in an amount of common stock outstanding that is greater
than 50,000,000 shares, Esterna shall also receive at the closing, the amount of
one-year warrants to purchase such additional amount of common stock,
exercisable at $1 a share, that equals the amount of the Company's common stock
outstanding immediately prior to the closing that is more than 50,000,000
shares. The purpose is to insure that Esterna has the ability, after the
closing, to purchase up to such amount of shares as equals 50% of our
outstanding shares, should it chose to exercise the warrants.

We make no representation that a closing with Esterna will be affected by March
31, 2006, or at any other date. Among other things, we did not receive any
representation that Esterna presently has the funds or ability to pay the
purchase price, and the transaction may require shareholder approval under the
laws of the state in which our company is incorporated as well as shareholder
approval of a change of our authorized capital, and would trigger various
"change in control" provisions pursuant to employment agreements and
acceleration of vesting of outstanding unvested stock options. The transactions
contemplated by the Statement of Understanding are subject to due diligence
investigations by the parties and various conditions precedent. Conditions
precedent to a closing include entering into such contracts of sale and other
ancillary agreements that are commonly associated with similar transactions, for
example, a shareholders' agreement, voting proxies, and certain other
agreements, including new employment agreements with our management for five
year terms with increased compensation. In the event that the transactions
contemplated by the Statement of Understanding are consummated, we will nominate
to the Board of Directors three designees of Esterna, thereby increasing the
Board to six persons. In the event that the transactions contemplated by the
Statement of Understanding are consummated, Esterna and our current controlling
shareholders (Ivan Railyan, Roman Rozenberg and Dan Brecher, hereinafter the
"Railyan Group") are to be subject to a voting agreement providing for equal
voting rights as to Esterna on one hand and the Railyan Group on the other hand.


                                       60
<PAGE>


OTHER TRANSACTIONS AND RELATIONSHIPS

Dmitry Vilbaum, our Chief Operating Officer, works for Law Offices of Dan
Brecher on a part-time basis. Dan Brecher, our Managing Director, is the sole
principal of the law firm. For the use of Mr. Vilbaum services, we agreed to
reimburse, at cost, Law Offices of Dan Brecher for compensation expenses and
costs of benefits it incurs in connection with its employment of Mr. Vilbaum,
provided Mr. Vilbaum is devoting substantially all of his time to our business.
Mr. Vilbaum receives a salary from Law Offices of Dan Brecher at the rate of
$25,000 per year, and medical and dental benefits.

We have a license agreement and a services agreement with The Institute of
Geoinformational Analysis of the Earth Establishment. Mr. Railyan, our President
and Chairman, is the owner and operator of the Institute. The Institute is an
international professional services firm which specializes in the development
and application of remote sensing and geographic information technologies (GIS).
The purpose of the agreements was to provide us with a license right to the
technology, and a right to utilize the Institute's services. We believe that the
terms of the agreements with the Institute were fair, and are on terms at least
as equivalent to transactions with an unaffiliated party. The terms of the
agreements were negotiated between Mr. Railyan and the other members of our
Board of Directors, and factors in determining the terms included, the
availability and costs of obtaining other technology and services from third
parties, our good faith judgment as to the value of the Institute's technology
and services, the long term nature of the agreements, a discount on services
from the Institute's normal rates, and that we are receiving offsets on our
service payments to the Institute against our annual minimum license fees for a
period of time until we generate substantial revenues. Periodically, from time
to time, the Board of Directors, excluding Mr. Railyan, intends to reevaluate
the terms of the agreements and reevaluate our contractual arrangements with the
Institute, considering the availability and costs of obtaining other technology
and services available from third parties.

Under the license agreement, we have an exclusive, worldwide 30-year renewable
right to use of all of the technology of the Institute, which has as its focus
the exploration, sustainable development and management of the Earth's resources
and the monitoring of the environment. We are required to pay the Institute
$600,000 each year under the license agreement until it has achieved certain
milestones, upon which the payments increase.

The Institute has also entered into an agreement to render services to us, and
to refer all inquiries for commercial contract services to us. The Institute
will perform certain contract services for us at no more than 40% of the
published rates of $500 per square kilometer, with minimum annual fees of
$500,000, and with offsets against the license fee until certain minimum
revenues are obtained. Commencing in 2007, the minimum payment for annual
services fees is to increase annually by the lesser of four percent or the
percentage increase of the New York Consumer Price Index using 2005 as the base
year. The agreement further provides that in any calendar year in which our
revenues are less than $6,000,000, the initial minimum annual services fees of
$500,000 are to be offset against the annual license fee of $600,000. This
offset will continue until such time that our annual revenues reach at least $10
million in a calendar year, or, our market capitalization exceeds $100 million
at a time when our annual revenues reach $6 million or more.

We presently sublease executive office facilities on a month-to-month basis
pursuant to an oral agreement with Dan Brecher, an officer and director of our
company. The rent was $1,500 per month through November 2005, and is currently
$2,250 per month. The rent represents the actual cost being charged to Mr.
Brecher by the third party lessor for the facilities utilized by our company.


                                       61
<PAGE>


ITEM 13. EXHIBITS

Exhibits required to be filed by Item 601 of Regulation S-B are included in
Exhibits to this Report as follows:

Exhibit           Description
-------           -----------

2.1               Split-Off Agreement (Incorporated by reference to Exhibit 2.1
                  of Form 8-K filed on May 25, 2005)
2.2               Agreement and Plan of Reorganization (Incorporated by
                  reference to Exhibit 2.2 of Form 8-K filed on May 25, 2005)
2.3               Statement of Understanding for Purchase of Shares of
                  CompuPrint, Inc. (Incorporated by reference to Exhibit 2.1 of
                  Form 8-K filed on January 4, 2006)
3(i)(1)           Articles of Incorporation (Incorporated by reference to
                  Exhibit 3.1 to Registration Statement on Form SB-2, No.
                  333-90272, filed on June 11, 2002)
3(i)(2)           Articles of Amendment of Articles of Incorporation
                  (Incorporated by reference to Exhibit 3.2 to
                  Registration Statement on Form SB-2, No. 333-90272,
                  filed on June 11, 2002)
3(i)(3)           Certificate of Amendment of CompuPrint, Inc. (Incorporated by
                  reference to Exhibit 3(i)(1) of Form 8-K filed on May 25,
                  2005)
3(i)(4)           Certificate of Incorporation of Terra Insight Corporation
                  (Incorporated by reference to Exhibit 3(i)(2) of Form 8-K
                  filed on May 25, 2005)
3(i)(5)           Certificate of Incorporation of Terra Resources, Inc.
                  (Incorporated by reference to Exhibit 3(i)(3) of Form 8-K
                  filed on May 25, 2005)
3(ii)             By-Laws (Incorporated by reference to Exhibit 3.3 to
                  Registration Statement on Form SB-2, No. 333-90272, filed on
                  June 11, 2002)
4.1               Specimen Common Stock Certificate (Incorporated by reference
                  to Exhibit 4.1 to Registration Statement on Form SB-2, No.
                  333-90272, filed on June 11, 2002)
10.1              Securities Purchase Agreement and Supplement (Incorporated by
                  reference to Exhibit 10.1 of Form 8-K filed on May 25, 2005)
10.2              Registration Rights Agreement (Incorporated by reference to
                  Exhibit 10.2 of Form 8-K filed on May 25, 2005)
10.3              Securities Purchase Agreement and Supplement (Incorporated by
                  reference to Exhibit 10.3 of Form 8-K filed on May 25, 2005)
10.4              Registration Rights Agreement (Incorporated by reference to
                  Exhibit 10.4 of Form 8-K filed on  May 25, 2005)
10.5              Escrow Agreement (Incorporated by reference to Exhibit 10.5 of
                  Form 8-K filed on May 25, 2005)
10.6              Employment Agreement with Ivan Railyan (Incorporated by
                  reference to Exhibit 10.6 of Form 8-K filed on May 25, 2005)
10.7              Employment Agreement with Roman Rozenberg (Incorporated by
                  reference to Exhibit 10.7 of Form 8-K filed on May 25, 2005)
10.8              Employment Agreement with Dan Brecher (Incorporated by
                  reference to Exhibit 10.8 of Form 8-K filed on May 25, 2005)
10.9              License Agreement with the Institute, dated January 7, 2005
                  (Incorporated by reference to  Exhibit 10.9 to Registration
                  Statement on Form SB-2, No. 333-127815 filed on
                  August 24, 2005)
10.10             Services Agreement with the Institute, dated January 7, 2005
                  (Incorporated by reference to Exhibit 10.10 to Registration
                  Statement on Form SB-2, No. 333-127815 filed on
                  August 24, 2005)
10.11             Amended and Restated License Agreement with the Institute
                  (Incorporated by reference to Exhibit 10.11 to Registration
                  Statement on Form SB-2, No. 333-127815 filed
                  on August 24, 2005)
10.12             Amended and Restated Services Agreement with the Institute
                  (Incorporated by reference to Exhibit 10.12 to Registration
                  Statement on Form SB-2, No. 333-127815 filed on
                  August 24, 2005)
10.13             Addendum to Employment Agreements, dated May 19, 2005
                  (Incorporated by reference to Exhibit 10.13 to Registration
                  Statement on Form SB-2, No. 333-127815 filed on
                  August 24, 2005)


                                       62
<PAGE>


10.14             Option Agreement, dated May 20, 2005 (Incorporated by
                  reference to Exhibit 10.1 of Form 8-K filed on July 6, 2005)
10.15             Employment Agreement with Dmitry Vilbaum (Incorporated by
                  reference to Exhibit 10.2 of Form 8-K filed on July 6, 2005)
10.16             Addendum to Employment Agreement with Dmitry Vilbaum
                  (Incorporated by reference to Exhibit 10.16 to Registration
                  Statement on Form SB-2, No. 333-127815 filed on August 24,
                  2005)
10.17             Option Agreement, dated June 29, 2005 (Incorporated by
                  reference to Exhibit 10.3 of Form 8-K filed on July 6, 2005)
10.18             Securities Purchase Agreement, dated June 30, 2005
                  (Incorporated by reference to Exhibit 10.4 of Form 8-K filed
                  on July 6, 2005)
10.19             Debenture issued pursuant to June 30, 2005 Securities Purchase
                  Agreement (Incorporated by reference to Exhibit 10.19 to
                  Registration Statement on Form SB-2, No. 333-127815 filed on
                  August 24, 2005)
10.20             Tierra Nevada Exploration Corporation Agreement, dated June
                  30, 2005 (Incorporated by reference to Exhibit 10.6 of Form
                  8-K filed on July 6, 2005)
10.21             Consulting Agreement, Stuart Sundlun, June 30, 2005
                  (Incorporated by reference to Exhibit 10.21 to Registration
                  Statement on Form SB-2, No. 333-127815 filed on August 24,
                  2005)
10.22             Second Debenture issued September 8, 2005, pursuant to June
                  30, 2005 Securities Purchase Agreement (Incorporated by
                  reference to Exhibit 10.3 of Form 10-QSB filed on November 17,
                  2005)
10.23             Consultant Agreement, CEOcast, October 1, 2005 (Incorporated
                  by reference to Exhibit 10.4 of Form 10-QSB filed on November
                  17, 2005)
10.24             Securities Purchase Agreement entered December 2005
                  (Incorporated by reference to Exhibit 10.1 of Form 8-K filed
                  on December 15, 2005)
10.25             Securities Purchase Agreement, with Esterna Limited, December
                  2005 (Incorporated by reference to Exhibit 10.1 of Form 8-K
                  filed on January 4, 2006)
10.26             Addendum to Employment Agreement, Dmitry Vilbaum, December
                  2005 (Incorporated by reference to Exhibit 10.2 of Form 8-K
                  filed on January 4, 2006)
10.27             Addendum to Option Agreement, Dmitry Vilbaum, December 2005
                  (Incorporated by reference to Exhibit 10.3 of Form 8-K filed
                  on January 4, 2006)
10.28             Addendum to Option Agreement, Kenneth Oh, December 2005
                  (Incorporated by reference to Exhibit 10.4 of Form 8-K filed
                  on January 4, 2006)
10.29             2005 Stock Incentive Plan (Incorporated by reference to
                  Exhibit 10.5 of Form 8-K filed on January 4, 2006)
10.30             Form of Grant Award of Nonincentive Options issued December
                  2005 pursuant to 2005 Stock Incentive Plan (Incorporated by
                  reference to Exhibit 10.6 of Form 8-K filed on January 4,
                  2006)
10.31             Addendum to Employment Agreement, Ivan Railyan, December 2005
                  (Incorporated by reference to Exhibit 10.7 of Form 8-K filed
                  on January 4, 2006)
10.32             Addendum to Employment Agreement, Roman Rozenberg, December
                  2005 (Incorporated by reference to Exhibit 10.8 of Form 8-K
                  filed on January 4, 2006)
10.33             Addendum to Employment Agreement, Dan Brecher, December 2005
                  (Incorporated by reference to Exhibit 10.9 of Form 8-K filed
                  on January 4, 2006)
10.34             Amendment to Consultant Agreement, CEOcast, December 30, 2005
                  (Incorporated by reference to Exhibit 10.34 to Amendment No. 2
                  of Registration Statement on Form SB-2, No. 333-127815 filed
                  on March 10, 2006)
10.35             Farmout Agreement between Davidson Energy, L.L.C., Johnson
                  Children's Trust No. 1, and TexTerra Exploration Partners LP,
                  dated January 10, 2006 (Incorporated by reference to Exhibit
                  10.1 of Form 8-K filed on February 3, 2006)
10.36             Limited Partnership Agreement of TexTerra Exploration
                  Partners, LP, dated as of January 22, 2006 (Incorporated by
                  reference to Exhibit 10.2 of Form 8-K filed on February 3,
                  2006)
11*               Statement Concerning Computation of Per Share Earnings is
                  hereby incorporated by reference to "Financial Statements" of
                  Part II - Item 7, contained in this Form 10-KSB
21*               List of Subsidiaries


                                       63
<PAGE>


31.1*             Certification of Chief Executive Officer pursuant to
                  Securities Exchange Act Rule 13a-14(a)/15d-14(a)
31.2*             Certification of Principal Financial Officer pursuant to
                  Securities Exchange Act Rule 13a-14(a)/15d-14(a)
32.1*             Certification of Chief Executive Officer pursuant to
                  Securities Exchange Act Rule 13a-14(b) and 18 U.S.C. Section
                  1350
32.2*             Certification of Principal Financial Officer pursuant to
                  Securities Exchange Act Rule 13a-14(b) and 18 U.S.C. Section
                  1350

-----
* Filed herewith.


                                       64
<PAGE>


ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

Fees for audit services provided by Rosen Seymour Shapss Martin & Company LLP,
our current principal independent registered public accounting firm, during the
year ended December 31, 2005 were $50,000.

Audit services consisted primarily of the annual audits, review of our financial
statements, and services that are normally provided by our accountants in
connection with statutory and regulatory filings or engagements for those fiscal
years.

AUDIT-RELATED FEES

Fees for audit-related services provided by Rosen Seymour Shapss Martin &
Company LLP, our current principal independent registered public accounting
firm, during the year ended December 31, 2005 were $133,700. There were no fees
billed for services reasonably related to the performance of the audit or review
of our financial statements outside of those fees disclosed above under the
caption Audit Fees for fiscal year ended December 31, 2005.

Audit-related fees consisted primarily of the review of financial statements for
inclusion in registration statements filed by the Company.

TAX FEES

Fees for tax services provided by Rosen Seymour Shapss Martin & Company LLP, our
current principal independent registered public accounting firm, during the
years ended December 31, 2005 were $0.

Tax services related primarily to the preparation of Company tax filings with
regulatory agencies.

ALL OTHER FEES

There were no other fees billed for services.

AUDIT COMMITTEE POLICIES AND PROCEDURES

We do not have an audit committee. Our Board of Directors approved all of the
services rendered to us Rosen Seymour Shapss Martin & Company LLP, our current
principal independent registered public accounting firm for fiscal year 2005.

AUDIT WORK ATTRIBUTED TO PERSONS OTHER THAN SEYMOUR SHAPSS MARTIN & COMPANY LLP
FULL-TIME, PERMANENT EMPLOYEES.

Not applicable.


                                       65
<PAGE>


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on it behalf by the undersigned,
thereunto duly authorized.

                               COMPUPRINT, INC.

                               By:      /s/ Roman Rozenberg
                                  ----------------------------------------------
                                        Roman Rozenberg, Chief Executive Officer

                               Dated:  March 31, 2006


         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

                               By:      /s/ Roman Rozenberg
                                  ----------------------------------------------
                                        Roman Rozenberg, Chief Executive Officer
                                        and Director

                               Dated:  March 31, 2006

                               By:      /s/ Dan Brecher
                                  ----------------------------------------------
                                        Dan Brecher
                                        Treasurer (Principal Financial Officer)
                                        and Director

                               Dated:  March 31, 2006

                               By:      /s/ Ivan Railyan
                                  ----------------------------------------------
                                        Ivan Railyan
                                        President and Chairman of the Board

                               Dated:  March 31, 2006


                                       66