FORM 10-QSB
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For Quarter Ended: March 31, 2001
Commission File Number: 0-29507
TULVINE SYSTEMS, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 52-2102141
(State of Incorporation) (IRS Employer ID No)
5525 MacArthur Blvd., Suite 615, Irving, Texas 75038
(Address of principal executive office)
972-894-9040
(Issuer's telephone number)
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
past 90 days. Yes [x] No [].
The number of shares outstanding of registrant's common stock, par value
$.0001 per share, as of March 31, 2001 was 1,000,000 shares, held by 1
shareholder.
Transitional Small Business Disclosure Format (Check one): Yes[]
No [x].
Tulvine Systems, Inc.
INDEX
Page
No.
Part I. Financial Information (unaudited)
Item 1. Balance Sheet - March 31, 2001 3
Statement of Operations 4
Three Months Ended March 31, 2001 and March 31, 2000
and October 21, 1999 (inception) to March 31, 2001
Statement of Stockholders' Deficit 5
Three Months Ended March 31, 2001
Statements of Cash Flows - 6
Three Months Ended March 31, 2001 and March 31, 2000
and October 21, 1999 (inception) to March 31, 2001
Notes to Financial Statements 7-8
Three Months Ended March 31, 2001 and March 31, 2000
Item 2.Managements Discussion and Analysis or Plan of Operation 9-10
Part II. Other Information 11
Tulvine Systems, Inc.
(A Development Stage Company)
Balance Sheet
March 31, 2001
(Unaudited)
Assets
Current assets
Cash and cash equivalents $
500
--------
--
Total current assets
500
Organization costs
500
--------
--
Total assets $
1,000
--------
--
Liabilities and Stockholder's Equity
Current liabilities
Total current liabilities
-
Stockholder's deficit
Common stock, $.0001 par value. Authorized 100,000,000
shares;
issued and outstanding 1,000,000 shares
100
Additional paid in capital
900
Retained earnings (deficit)
-
--------
--
1,000
Total stockholder's deficit --------
--
$
1,000
Total liabilities and stockholder's deficit
=========
=
See accompanying notes to financial statements.
3
Tulvine Systems, Inc.
(A Development Stage Company)
Statement of Operations
Three months ended March 31, 2001 and March
31, 2000
and October 21, 1999 (inception) to March
31, 2001
(Unaudited)
Oct. 21,
Three Three 1999
Months Months
Ended Ended (Inceptio
n)
March 31, March 31, To Mar.
31,
2001 2000 2001
Sales and revenues $ $ $
- - -
Cost of sales
- - -
-------- -------- --------
-- -- --
Gross profit
- - -
Other expense
General and administrative
expense - - -
-------- -------- --------
-- -- --
- - -
Earnings (loss) before income taxes
- - -
Income taxes
- - -
-------- -------- --------
-- -- --
Net earnings (loss)
- - -
========= ========= =========
= = =
Net earnings (loss) per share $ $ $
- - -
========= ========= =========
= = =
Weighted Average Shares Outstanding
1,000,000 1,000,000 1,000,000
========= ========= =========
= = =
See accompanying notes to financial
statements.
4
Tulvine Systems,
Inc.
(A Development Stage Company)
Statement of Stockholder's
Deficit
Three months ended March 31,
2001
(Unaudited)
Additiona
l
Common Stock Paid-in
Accumulate
d
Shares Par Capital Deficit Total
Value
------- -------- --------- ---------- ---------
--- -- - -- -
Balance, December 1,000,0 $ $ $ $
31, 2000 00 100 900 - 1,000
Net income (loss)
- -
------- -------- --------- ---------- ---------
--- -- -- -- --
Balance, March 31, 1,000,0 $ $ $ $
2001 00 100 900 - 1,000
======= ======== ========= ========== =========
=== == == == ==
See accompanying
notes to
financial statements
5
Tulvine Systems, Inc.
(A Development Stage Company)
Statement of Cash Flows
Three months ended March 31, 2001 and
March 31, 2000
and October 21, 1999 (inception) to
March 31, 2001
(Unaudited)
Oct. 21,
Three Three 1999
Months Months
Ended Ended (inceptio
n)
March 31, March 31, to Mar.
31,
2001 2000 2001
Cash flows from operating activities
Net earnings (loss) $ $ $
- - -
Adjustments to reconcile net earnings
(loss) to net
cash provided by (used in) operating
activities:
Organization costs
- - (500)
-------- -------- --------
-- -- --
Net cash provided by (used in) operating
activities - - (500)
-------- -------- --------
-- -- --
Cash flows provided by (used in)
investing activities
-------- -------- --------
-- -- --
Net cash provided by (used in) investing
activities - - -
-------- -------- --------
-- -- --
Cash flows provided by (used in)
financing activities
Proceeds from sale of common stock
1,000
- - -
-------- -------- --------
-- -- --
Net cash provided by (used in) financing
activities - - 1,000
-------- -------- --------
-- -- --
Net increase (decrease) in cash and cash
equivalents - - 500
Cash and cash equivalents, beginning of
period 500 500 -
-------- -------- --------
-- -- --
Cash and cash equivalents, end of period $ $ $
500 500 500
========= ========= =========
= = =
Supplemental Cash Flow Information
Cash paid for interest and income taxes
are as follows:
Interest $ $ $
- - -
Income taxes $ $ $
- - -
See accompanying notes to consolidated financial
statements.
6
Tulvine Systems, Inc.
(A Development Stage Company)
Notes to Financial Statements
Three months ended March 31, 2001 and March 31, 2000
(Unaudited)
A. Summary of Significant Accounting Policies
(1) Organization and Business Operations - Tulvine Systems, Inc. (a
development stage company) (the "Company") was organized October 21,
1999, under the laws of the State of Delaware. The Company has no
operations and in accordance with SFAS #7 is considered a development
stage company. The Company was formed to serve as a vehicle to effect a
merger, exchange of capital stock, asset acquisition or other business
combination with a domestic or foreign private business.
The Company's ability to commence operations is contingent upon
its ability to identify a prospective target business and raise
the capital it will require through the issuance of equity
securities, debt securities, bank borrowings or a combination
thereof.
(2) Use of Estimates - The preparation of the financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
(3) Cash and Cash Equivalents - For purposes of the statement of cash
flows, the Company considers all highly liquid investments purchased with
an original maturity of three months or less to be cash equivalents.
(4) General - The financial statements included in this report have been
prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission for interim reporting and include all
adjustments (consisting only of normal recurring adjustments) that are,
in the opinion of management, necessary for a fair presentation. These
financial statements have not been audited.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations for interim reporting.
The Company believes that the disclosures contained herein are
adequate to make the information presented not misleading.
However, these financial statements should be read in conjunction
with the financial statements and notes thereto included in the
Company's Annual Report for the period ended December 31, 2000,
which is included in the Company's Form 10-KSB filed on April 16,
2001.
(5) Income Taxes - Deferred income taxes are recognized for income
and expense items that are reported for financial purposes in
different years than for income tax purposes.
(6) Net Earnings per Share - Net earnings per share amounts are
computed using the weighted average number of shares outstanding
during the period. Fully diluted earnings per share is presented
if the assumed conversion of common stock equivalents results in
material dilution.
7
B. Going Concern
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company
has no current source of revenue. Without realization of additional
capital, it would be unlikely for the Company to continue as a going
concern. It is management's plan to seek additional capital through
a merger with an existing operating company.
C. Stockholder's Equity
The Company has 100,000,000 shares of its $0.0001 par value common
stock authorized and 1,000,000 shares issued. There are no warrants
or options outstanding.
D. Related Party Transactions
The Company neither owns nor leases any real or personal property.
Office services are provided without charge by the director. Such
costs are immaterial to the financial statements and, accordingly,
have not been reflected therein. The officer and director of the
Company is involved in other business activities and may, in the
future, become involved in other business opportunities. If a
specific business opportunity becomes available, such person may
face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the
resolution of such conflicts.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company has registered its common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") and Rule 12(g) thereof. The Company
files with the Securities and Exchange Commission periodic and
episodic reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-QSB and annual reports Form 10-KSB. As
a reporting company under the Exchange Act, the Company may register
additional securities on Form S-8 (provided that it is then in
compliance with the reporting requirements of the Exchange Act) and
on Form S-3 (provided that it has during the prior 12 month period
timely filed all reports required under the Exchange Act).
The Company was formed to engage in a merger with or acquisition of
an unidentified foreign or domestic private company that desires to
become a reporting company whose securities have been registered
under the Exchange Act. The Company may be deemed to meet the
definition of a "blank check" company contained in Section (7)(b)(3)
of the Securities Act of 1933, as amended.
Management believes that there are perceived benefits to being a
reporting company which may be attractive to foreign and domestic
private companies.
These benefits are commonly thought to include:
(1) the ability to use securities to make acquisition of assets or
businesses;
(2) increased visibility in the financial community;
(3) the facilitation of borrowing from financial institutions;
(4) improved trading efficiency;
(5) the potential for shareholder liquidity;
(6) greater ease in subsequently raising capital;
(7) compensation of key employees through options for stock for
which there may be a public market;
(8) enhanced corporate image; and
(9) a presence in the United States capital market.
A private company which may be interested in a business combination
with the Company may include:
(1) a company for which a primary purpose of becoming a reporting
company is the use of its securities for the acquisition of
assets or businesses;
(2) a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of securities on
terms acceptable to it;
(3) a company which wishes to become a reporting company with less
dilution of its common stock than would occur normally upon an
underwriting;
(4) a company which believes that it will be able to obtain
investment capital on more favorable terms after it has become
a reporting company;
(5) a foreign company which may wish an initial entry into the
United States securities market;
(6) a special situation company, such as a company seeking to
satisfy redemption requirements under a qualified Employee
Stock Option Plan; and
9
(7) a company seeking one or more of the other benefits believed to
attach to a reporting company.
Management is actively engaged in seeking a qualified private
company as a candidate for a business combination. The Company is
authorized to enter into a definitive agreement with a wide variety
of private businesses without limitation as to their industry or
revenues. It is not possible at this time to predict with which
private company, if any, the Company will enter into a definitive
agreement or what will be the industry, operating history, revenues,
future prospects or other characteristics of that company.
As of the date hereof, management has not made any final decision
concerning or entered into any agreements for a business
combination. When any such agreement is reached or other material
fact occurs, the Company will file notice of such agreement or fact
with the Securities and Exchange Commission on Form 8-K. Persons
reading this Form 10-QSB are advised to see if the Company has
subsequently filed a Form 8-K.
The current shareholder of the Company has agreed to not sell or
otherwise transfer any of its common stock of the Company except in
connection with a business combination.
The Company does not intend to trade its securities in the secondary
market until completion of a business combination. It is
anticipated that following such occurrence, the company will take
the steps required to cause its common stock to be admitted to
quotation on the NASD OTC Bulletin Board or, if it then meets the
financial and other requirements thereof, on the Nasdaq SmallCap
Market, National Market System or regional or national exchange.
10
PART II - OTHER INFORMATION
Items 1 through 5 of Part II have been omitted as not required, not
significant, or because the information has been previously
reported.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - Not applicable
(b) Reports on Form 8-K - None during the current quarter.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
TULVINE SYSTEMS, INC.
Date: April 24, 2001 By: /s/ Diane Golightly
Diane Golightly, President and
Principal Accounting Officer
11