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, 2002
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, 2002 was 1,000,000 shares, held by 1 shareholder.
Transitional Small Business Disclosure Format (Check one): Yes No X .
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TULVINE SYSTEMS, INC.
INDEX
Page
No.
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Part I. Financial Information (unaudited)
Item 1. Balance Sheet - March 31, 2002 3
Statement of Operations - 4
Three Months Ended March 31, 2002 and 2001
and October 21, 1999 (inception) to March 31, 2002
Statement of Stockholders' Equity - 5
Three Months Ended March 31, 2002
Statements of Cash Flows - 6
Three Months Ended March 31, 2002 and 2001
and October 21, 1999 (inception) to March 31, 2002
Notes to Financial Statements - 7-8
Three Months Ended March 31, 2002 and 2001
Item 2. Managements Discussion and Analysis or Plan of Operation 9-10
Part II. Other Information 11
2
TULVINE SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31, 2002
(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 EQUITY
Common stock, $.0001 par value. Authorized 100,000,000 shares; 100
issued and outstanding 1,000,000 shares
Additional paid in capital 900
Retained earnings (deficit) -
------------------
Total stockholder's equity 1,000
------------------
$ 1,000
==================
See accompanying notes to financial statements.
3
TULVINE SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2002 AND 2001
AND OCTOBER 21, 1999 (INCEPTION) TO MARCH 31, 2002
(UNAUDITED)
OCT. 21,
THREE MONTHS THREE MONTHS 1999
ENDED ENDED (INCEPTION)
MARCH 31, MARCH 31, TO MARCH 31,
2002 2001 2002
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 EQUITY
THREE MONTHS ENDED MARCH 31, 2002
(UNAUDITED)
Additional
Common Stock Paid-in Retained
Shares Par Value Capital Earnings Total
------ --------- ------- ------- -----
BALANCE, December 31, 2001 1,000,000 $ 100 $ 900 $ - $ 1,000
Net income (loss) - -
---------- ------------- ----------- --------- -----------
BALANCE, March 31, 2002 1,000,000 $ 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, 2002 AND 2001
AND OCTOBER 21, 1999 (INCEPTION) TO MARCH 31, 2002
(UNAUDITED)
OCT. 21,
THREE MONTHS THREE MONTHS 1999
ENDED ENDED (INCEPTION)
MARCH 31 MARCH 31, TO MARCH 31,
2002 2001 2002
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, 2002 AND 2001
(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, 2001, which is
included in the Company's Form 10-KSB filed on March 18, 2002.
(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.
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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.
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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
(7) a company seeking one or more of the other benefits believed to attach
to a reporting company.
9
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.
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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: May 3, 2002 By: /s/ Diane Golightly
---------------------------
Diane Golightly, President and
Principal Accounting Officer
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