UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB ANNUAL REPORT PURSUANT TO SECTION 13 OR 15-(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 Commission File Number 0-29507 TULVINE SYSTEMS, INC. --------------------- (Exact name of registrant as specified in the charter) DELAWARE 52-2102141 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 7633 EAST 63RD PLACE, SUITE 220, TULSA, OK 74133 ------------------------------------------------ (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: 918-459-8469 Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.0001 PAR VALUE (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 [ ] 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. [ ] The issuer's revenues for the year ended December 31, 2004 were $0. As of March 15, 2005 there were 4,000,000 shares of common stock outstanding, par value $.0001 per share. The aggregate market value of the common stock of the registrant, held by non-affiliates of the registrant, on March 15, 2005, was $0. DOCUMENTS INCORPORATED BY REFERENCE: No documents are incorporated by reference into this Report except those Exhibits so incorporated as set forth in the Exhibit index. Transitional Small Business Disclosure Format: Yes [ ] No [X] TULVINE SYSTEMS, INC. TABLE OF CONTENTS FORM 10-KSB Part I Item 1. Description of Business 3 Item 2. Description of Property 7 Item 3. Legal Proceedings 7 Item 4. Submission of Matters to a Vote of Security Holders 7 Part II Item 5. Market for Common Equity and Related Stockholder Matters 7 Item 6. Management's Discussion and Analysis or Plan of Operation 8 Item 7. Financial Statements 10 Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 20 Item 8A. Controls and Procedures 20 Item 8B. Other Information 21 Part III Item 9. Directors and Executive Officers of the Registrant 22 Item 10. Executive Compensation 23 Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 24 Item 12. Certain Relationships and Related Transactions 24 Item 13. Exhibits 25 Item 14. Principal Accountant Fees and Services 25 From time to time, the Company may publish forward-looking statements relative to such matters as anticipated financial results, business prospects, technological developments and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. The following discussion and analysis should be read in conjunction with the report on the Financial Statements and the accompanying Notes to Financial Statements appearing later in this report. All statements other than statements of historical fact included in this Annual Report on Form 10-KSB are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. Important factors that could cause actual results to differ materially from those discussed in such forward-looking statements include, but are not limited to, the following: the Company's current liquidity needs, as described in its periodic reports; changes in the economy; inability of the Company to raise additional capital; the Company's involvement in potential litigation; volatility of the Company's stock price; the variability 2 and timing of business opportunities; changes in accounting policies and practices; the effect of organizational changes within the Company; adverse state and federal regulation and legislation; and the occurrence of extraordinary or catastrophic events and terrorist acts. These factors and others involve certain risks and uncertainties that could cause actual results or events to differ materially from management's views and expectations. Inclusion of any information or statement in this report does not necessarily imply that such information or statement is material. The Company does not undertake any obligation to release publicly revised or updated forward-looking information, and such information included in this report is based on information currently available and may not be reliable after this date. PART I ITEM 1. DESCRIPTION OF BUSINESS Tulvine Systems, Inc. (the "Company"), was incorporated on October 21, 1999 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the development stage since inception and has no operations to date other than issuing shares to its original shareholder (which were cancelled on December 31, 2004) and the Company issued 4,000,000 shares of its common stock in a non-cash exchange for marketable securities valued at $125,000 on June 21, 2004. The unregistered common shares will be restricted pursuant to Rule 144. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting ("public") company whose securities are qualified for trading in the United States secondary market. The Company 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 periodic and episodic reports with the Securities and Exchange Commission under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-QSB and annual reports on 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), and its class of common stock registered under the Exchange Act may be traded in the United States securities markets provided that the Company is then in compliance with applicable laws, rules and regulations, including compliance with its reporting requirements under the Exchange Act. The Company will attempt to locate and negotiate with a business entity for the merger of that target business into the Company. In certain instances, a target business may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in locating or negotiating with any target business. 3 Management believes that there are perceived benefits to being a reporting company with a class of publicly traded securities. These are commonly thought to include (1) the ability to use registered 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) shareholder liquidity; (6) greater ease in subsequently raising capital; (7) compensation of key employees through stock options; (8) enhanced corporate image; and (9) a presence in the United States capital market. A business entity, if any, which may be interested in a business combination with the Company may include (1) a company for which a primary purpose of becoming public 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 public 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 public; (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 a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan; or (7) a company seeking one or more of the other perceived benefits of becoming a public 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. The Company may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. The Company may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. Management of the Company, which in all likelihood will not be experienced in matters relating to the business of a target business, will rely upon its own efforts in accomplishing the business purposes of the Company. Outside consultants or advisors may be utilized by the Company to assist in the search for qualified target companies. If the Company does retain such an outside consultant or advisor, any cash fee earned by such person will need to be assumed by the target business, as the Company has limited cash assets with which to pay such obligation. 4 The analysis of new business opportunities will be undertaken by, or under the supervision of, the officer and director of the Company, who is not a professional business analyst. In analyzing prospective business opportunities, management may consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact the proposed activities of the Company; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. Management does not have the capacity to conduct as extensive an investigation of a target business as might be undertaken by a venture capital fund or similar institution. As a result, management may elect to merge with a target business that has one or more undiscovered shortcomings and may, if given the choice to select among target businesses, fail to enter into an agreement with the most investment-worthy target business. Following a business combination, the Company may benefit from the services of others in regard to accounting, legal services, underwritings and corporate public relations. If requested by a target business, management may recommend one or more underwriters, financial advisors, accountants, public relations firms or other consultants to provide such services. A potential target business may have an agreement with a consultant or advisor providing that services of the consultant or advisor be continued after any business combination. Additionally, a target business may be presented to the Company only on the condition that the services of a consultant or advisor be continued after a merger or acquisition. Such pre-existing agreements of target businesses for the continuation of the services of attorneys, accountants, advisors or consultants could be a factor in the selection of a target business. In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. It may also acquire stock or assets of an existing business. On the consummation of a transaction, it is likely that the present management and shareholders of the Company will no longer be in control of the Company. In addition, it is likely that the Company's officer and director will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors. It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such 5 securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination and the Company is no longer considered a blank check company. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance. While the terms of a business transaction to which the Company may be a party cannot be predicted, it is expected that the parties to the business transaction will desire to avoid the creation of a taxable event and thereby structure the acquisition in a tax-free reorganization under Sections 351 or 368 of the Internal Revenue Code of 1986, as amended. With respect to any merger or acquisition negotiations with a target business, management expects to focus on the percentage of the Company which target business shareholders would acquire in exchange for their shareholdings in the target business. Depending upon, among other things, the target business' assets and liabilities, the Company's shareholders will in all likelihood hold a substantially lesser percentage ownership interest in the Company following any merger or acquisition. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time. No assurances can be given that the Company will be able to enter into a business combination, as to the terms of a business combination, or as to the nature of the target business. 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-KSB are advised to determine if the Company has subsequently filed a Form 8-K. The Company anticipates that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes (but has not conducted any research to confirm) that there are numerous firms seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, increasing the opportunity to use securities for acquisitions, and providing liquidity for shareholders and other factors. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. 6 At December 31, 2004, the Company had no employees receiving compensation. ITEM 2. DESCRIPTION OF PROPERTY The Company currently uses offices at 7633 East 63rd Place, Suite 220, Tulsa, Oklahoma 74133, at no cost to the Company. This arrangement will continue until the Company completes an acquisition or merger. ITEM 3. LEGAL PROCEEDINGS There is no litigation pending or threatened by or against the Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter was submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fiscal year covered by this report. PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS There is currently no public market for the common stock of the Company. The Company does not intend to trade its common stock in the secondary market until completion of a business combination or acquisition. It is anticipated that following such occurrence the Company will cause its common stock to be listed or admitted to quotation on the NASD Over-The-Counter 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. The proposed business activities described herein classify the Company as a "blank check" company. The Securities and Exchange Commission and many states have enacted statutes, rules and regulations limiting the sale of securities of blank check companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in the Company's common stock until such time as the Company has successfully implemented its business plan described herein. The shareholder has deposited its stock certificate with the Company's counsel, who will not release the certificate except in connection with or following the completion of a merger or acquisition. There is currently one shareholder of the outstanding common stock of the Company. The Company has not designated nor issued any preferred stock. 7 During the year ended December 31, 2004, the Company sold securities, in exchange for marketable equity securities valued at $125,000, that were not registered as follows: Number of Date Name Shares Consideration ---- ---- ------ ------------- June 21, 2004 Interim Capital 4,000,000 $125,000 Corporation The shares were issued pursuant to an exemption from registration under Section 4(2) promulgated under the Securities Act of 1933, as amended. DIVIDENDS - The Company has never paid cash dividends on its common stock and intends to utilize current and future resources to implement its new plan of operations. Therefore, it is not anticipated that cash dividends will be paid on the Company's common stock in the foreseeable future. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS - None. ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 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 ("public") company whose securities are qualified for trading in the United States secondary market. The Company meets the definition of a "blank check" company contained in Section (7)(b)(3) of the Securities Act of 1933, as amended. The Company has been in the development stage since inception and has no operations to date. Other than issuing shares to its original shareholder (which were cancelled on December 31, 2004) and the issuance of shares in exchange for marketable securities, the Company has not commenced any operational activities. 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. The Company will not acquire or merge with any entity that cannot provide audited financial statements at or within a reasonable period of time after closing of the proposed transaction. The Company is subject to all the reporting requirements included in the Exchange Act. Included in these requirements is the duty of the Company to file audited financial statements as part of its Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a 8 merger or acquisition, as well as the Company's audited financial statements included in its annual report on Form 10-K (or 10-KSB, as applicable). If such audited financial statements are not available at closing, or within time parameters necessary to insure the Company's compliance with the requirements of the Exchange Act, or if the audited financial statements provided do not conform to the representations made by the target business, the closing documents may provide that the proposed transaction will be voidable at the discretion of the present management of the Company. The Company will not restrict its search for any specific kind of businesses, but may acquire a business that is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict at this time the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer. A business combination with a target business will normally involve the transfer to the target business of the majority of common stock of the Company, and the substitution by the target business of its own management and Board of Directors. The Company has, and will continue to have, no capital with which to provide the owners of business opportunities with any cash or other assets. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The officer and director of the Company has not conducted market research and is not aware of statistical data to support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity. The Company's shareholder has agreed that it will advance to the Company any additional funds that the Company needs for operating capital and for costs in connection with searching for or completing an acquisition or merger. Such advances will be made without expectation of repayment unless the owners of the business which the Company acquires or merges with agree to repay all or a portion of such advances. There is no minimum or maximum amount such shareholder will advance to the Company. The Company will not borrow any funds for the purpose of repaying advances made by such shareholder, and the Company will not borrow any funds to make any payments to the Company's promoters, management or their affiliates or associates. The Board of Directors has passed a resolution which contains a policy that the Company will not seek an acquisition or merger with any entity in which the Company's officer, director, shareholder or their affiliates or associates serve as officer or director or hold any ownership interest. 9 CRITICAL ACCOUNTING POLICIES - The Company is currently in the development stage and management believes, since it has only nominal assets and nominal known liabilities, there are currently no critical accounting policies which affect its more significant judgments and estimates used in the preparation of its financial statements. OFF-BALANCE SHEET ARRANGEMENTS - The Company does not have any material off-balance sheet arrangements. ITEM 7. FINANCIAL STATEMENTS INDEX Page # ------ Report of Independent Registered Public Accounting Firm Creason & Associates, P.L.L.C. 11 Independent Auditor's Report Guest & Company, P.C. 12 Balance Sheet as of December 31, 2004 13 Statements of Operations for the years ended December 31, 2004 and 2003, and Development Stage from inception (October 21, 1999) to December 31, 2004 14 Statements of Changes in Stockholder's Equity for the period from inception (October 21, 1999) to December 31, 2004 15 Statements of Cash Flows for the years ended December 31, 2004 and 2003, and Development Stage from inception (October 21, 1999) to December 31, 2004 16 Notes to Financial Statements 17-19 10 CREASON & ASSOCIATES, P.L.L.C. 7170 S. BRADEN AVE., SUITE 100 TULSA, OKLAHOMA 74136 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholder Tulvine Systems, Inc.: We have audited the accompanying balance sheet of Tulvine Systems, Inc. (a development stage company) (the "Company") as of December 31, 2004, and the related statements of operations, changes in stockholder's equity and cash flows for the year ended December 31, 2004, and the period from inception (October 21, 1999) to December 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 financial statements referred to above present fairly, in all material respects, the financial position of Tulvine Systems, Inc. (a development stage company) as of December 31, 2004, and the results of its operations and its cash flows for the year ended December 31, 2004, and the period from inception (October 21, 1999) to December 31, 2004, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. However, as discussed in note 1A, the Company has been in the development stage since its inception (October 21, 1999) and has not commenced any formal business operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. /s/ Creason & Associates, P.L.L.C. ---------------------------------- Tulsa, Oklahoma March 28, 2005 11 GUEST & COMPANY, P.C. 7170 S. BRADEN AVE., SUITE 100 TULSA, OKLAHOMA 74136 INDEPENDENT AUDITOR'S REPORT The Board of Directors and Stockholder Tulvine Systems, Inc.: We have audited the accompanying balance sheet of Tulvine Systems, Inc. (a development stage company) as of December 31, 2003 and the related statements of operations, changes in stockholder's equity and cash flows for the years ended December 31, 2003 and 2002 and the period from inception (October 21, 1999) to December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tulvine Systems, Inc. (a development stage company) as of December 31, 2003, and the results of its operations and its cash flows for the years ended December 31, 2003 and 2002 and the period from inception (October 21, 1999) to December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. However, as discussed in note 1A, the Company has been in the development stage since its inception (October 21, 1999) and has not commenced any formal business operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. /s/ Guest & Company, P.C. ------------------------- April 13, 2004 Tulsa, Oklahoma 12 TULVINE SYSTEMS, INC. (A WHOLLY-OWNED SUBSIDIARY OF INTERIM CAPITAL CORPORATION) (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET DECEMBER 31, 2004 ASSETS Current assets: Cash and cash equivalents $ 500 Marketable investment securities 128,500 ---------- Total assets $ 129,000 ========== LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Accounts payable $ 15,698 ---------- Total liabilities 15,698 ---------- Commitments and contingencies Stockholder's equity: Common stock: $.0001 par value; authorized 100,000,000 shares; issued and outstanding 4,000,000 shares 400 Additional paid-in capital 128,720 Accumulated deficit (15,818) ---------- Total stockholder's equity 113,302 ---------- Total liabilities and stockholder's equity $ 129,000 ========== See accompanying notes to financial statements. 13 TULVINE SYSTEMS, INC. (A WHOLLY-OWNED SUBSIDIARY OF INTERIM CAPITAL CORPORATION) (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 2004 AND 2003, AND DEVELOPMENT STAGE FROM INCEPTION (OCTOBER 21, 1999) TO DECEMBER 31, 2004 FROM INCEPTION (OCTOBER 21, 1999) TO Years Ended December 31, December 31, 2004 2003 2004 ------------ ---------- ------------ Revenue $ -- $ -- $ -- ------------ ---------- ------------ Selling, general and administrative expenses 17,920 -- 18,420 Interest expense 898 -- 898 Unrealized gain on marketable securities (3,500) -- (3,500) ------------ ---------- ------------ Net earnings (loss) $ (15,318) $ -- $ (15,818) ============ ========== ============ Earnings (loss) per common share, basic and diluted $ (0.00) $ -- $ (0.01) ============ ========== ============ Weighted average shares outstanding, basic and diluted 3,109,290 1,000,000 1,406,744 ============ ========== ============ See accompanying notes to financial statements. 14
TULVINE SYSTEMS, INC. (A WHOLLY-OWNED SUBSIDIARY OF INTERIM CAPITAL CORPORATION) (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY INCEPTION (OCTOBER 21, 1999) TO DECEMBER 31, 2004 ADDITIONAL COMMON STOCK PAID-IN ACCUMULATED SHARES AMOUNT CAPITAL DEFICIT TOTAL ----------- ----------- ----------- ----------- ----------- Balance October 21, 1999 -- $ -- $ -- $ -- $ -- Common stock issued for cash 1,000,000 100 900 -- 1,000 Net earnings (loss) -- -- -- (500) (500) ----------- ----------- ----------- ----------- ----------- Balance December 31, 1999 1,000,000 100 900 (500) 500 Net earnings (loss) -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- Balance December 31, 2000 1,000,000 100 900 (500) 500 Net earnings (loss) -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- Balance December 31, 2001 1,000,000 100 900 (500) 500 Net earnings (loss) -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- Balance December 31, 2002 1,000,000 100 900 (500) 500 Net earnings (loss) -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- Balance December 31, 2003 1,000,000 100 900 (500) 500 ----------- ----------- ----------- ----------- ----------- Common stock issued for marketable investment securities 4,000,000 400 124,600 -- 125,000 Accounts payable paid by stockholder -- -- 3,120 -- 3,120 Common stock cancelled (1,000,000) (100) 100 -- -- Net earnings (loss) -- -- -- (15,318) (15,318) ----------- ----------- ----------- ----------- ----------- Balance December 31, 2004 4,000,000 $ 400 $ 128,720 $ (15,818) $ 113,302 =========== =========== =========== =========== =========== See accompanying notes to financial statements. 15
TULVINE SYSTEMS, INC. (A WHOLLY-OWNED SUBSIDIARY OF INTERIM CAPITAL CORPORATION) (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2004 AND 2003, AND DEVELOPMENT STAGE FROM INCEPTION (OCTOBER 21, 1999) TO DECEMBER 31, 2004 FROM INCEPTION (OCTOBER 21, 1999) TO YEARS ENDED DECEMBER 31, DECEMBER 31, 2004 2003 2004 ------------- ------------- ------------- Cash flows from operating activities: Net earnings (loss) $ (15,318) $ -- $ (15,818) Adjustments to reconcile net earnings (loss) to net cash used in operating activities: Unrealized gain on marketable securities (3,500) -- (3,500) Increase in accounts payable 15,698 -- 15,698 ------------- ------------- ------------- Net cash flows used in operating activities (3,120) -- (3,620) ------------- ------------- ------------- Cash flows from investing activities: ------------- ------------- ------------- Net cash provided by investing activities -- -- -- ------------- ------------- ------------- Cash flows from financing activities: Proceeds from sale of common stock -- -- 1,000 Contribution by stockholder 3,120 -- 3,120 ------------- ------------- ------------- Net cash provided by financing activities 3,120 -- 4,120 ------------- ------------- ------------- Net increase 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: Interest paid $ -- $ -- $ -- Income taxes paid $ -- $ -- $ -- Non cash investing and financing activities are as follows: Common stock issued in exchange for marketable investment securities $ 125,000 $ -- $ 125,000 See accompanying notes to financial statements. 16
TULVINE SYSTEMS, INC. (A WHOLLY-OWNED SUBSIDIARY OF INTERIM CAPITAL CORPORATION) (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ------------------------------------------ A. ORGANIZATION AND BUSINESS OPERATIONS Tulvine Systems, Inc. (a development stage company) ("the Company") was incorporated in Delaware on October 21, 1999, to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition or other business combination with a domestic or a foreign private business. At December 31, 2004, the Company had not yet commenced any formal business operations, and all activity to date relates to the Company's formation and proposed fund raising. The Company's fiscal year end is December 31st. The Company is a wholly owned subsidiary of Interim Capital Corporation. 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. B. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. C. CASH AND CASH EQUIVALENTS For purposes of the statements of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. D. MARKETABLE INVESTMENT SECURITIES Marketable investment securities are classified into the following categories: o Trading securities reported at fair value with unrealized gains and losses included in earnings; o Available-for-sale securities reported at fair value with unrealized gains and losses, net of deferred income taxes, reported in other comprehensive income; and o Held-to-maturity securities reported at amortized cost. 17 Fair value is determined from quoted market price. E. INCOME TAXES The Company accounts for income taxes under the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). Under SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The provision for income taxes represents the total of income taxes paid or payable for the current year, plus the change in deferred taxes during the year. Management of the Company elected to provide a reserve against the potential future income tax benefits from its current net operating loss, due to the uncertainty of its realization. F. NET EARNINGS (LOSS) PER SHARE The Company has adopted SFAS No. 128 which establishes standards for computing and presenting earnings per share (EPS) for entities with publicly held common stock. The standard requires presentation of two categories of EPS - basic EPS and diluted EPS. Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the year. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. All potential dilutive securities are antidilutive for fiscal 2004 and 2003. Accordingly, basic and diluted EPS are the same for each period. NOTE 2 - MARKETABLE INVESTMENT SECURITIES -------------------------------- The following summarizes the Company's investment in securities at December 31, 2004: Trading Securities: Cost $ 125,000 Unrealized Gain 3,500 ------------ Fair Value $ 128,500 ============ The Company included in operations $3,500 in unrealized gains during the year ended December 31, 2004. 18 The Company acquired 35,000 shares of Saguaro Holdings Corp. restricted common stock and 200,000 shares of American Resource Management, Inc. common stock on June 21, 2004, in a non-cash exchange for 4,000,000 shares of its common stock. NOTE 3 - STOCKHOLDER'S EQUITY -------------------- The Company is authorized to issue 100,000,000 shares of common stock having a par value of $.0001 per share. The Company issued 4,000,000 shares of its common stock in a non-cash exchange for marketable investment securities valued at $125,000 on June 21, 2004. The unregistered common shares are restricted pursuant to Rule 144. During 2004, a stockholder contributed $3,120 which was used to pay accounts payable. On December 31, 2004, the 1,000,000 shares that were originally issued in 1999 to the original stockholder were cancelled. 19 ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE On March 22, 2005, the Company dismissed its former principal accountant, Guest & Company, P.C., Certified Public Accountants, of Tulsa, Oklahoma and engaged Creason & Associates, P.L.L.C., Certified Public Accountants, of Tulsa, Oklahoma, as its principal accountants. The decision to change accountants was approved by the Board of Directors of the Company and was precipitated by the purchase of Mr. Guest's practice by Mr. Creason. During the fiscal year ended December 31, 2003 and the subsequent interim periods, there were no disagreements with the former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the former accountant would have caused him to make reference in connection with his report to the subject matter of the disagreement, and Guest & Company, P.C. has not advised the Company of any reportable events as defined in paragraph (A) through (D) of Regulation S-K Item 304(a)(1)(v). The accountant's report of Guest & Company, P.C., Certified Public Accountants, as of and for the year ended December 31, 2003, did not contain any adverse opinion or disclaimer of opinion. ITEM 8A. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that are filed under the Exchange Act is accumulated and communicated to management, including the principal executive officer, as appropriate to allow timely decisions regarding required disclosure. Under the supervision of and with the participation of management, including the principal executive officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, 2004, and, based on its evaluation, our principal executive officer has concluded that these controls and procedures are effective. (b) Changes in Internal Controls There have been no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation described above, including any corrective actions with regard to significant deficiencies and material weaknesses. 20 ITEM 8B. OTHER INFORMATION Pursuant to General Instruction B of Form 8-K, any reports previously or in the future submitted under Item 2.02 (Results of Operations and Financial Condition) are not deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 and the Company is not subject to the liabilities of that section, unless the Company specifically states that the information is to be considered "filed" under the Exchange Act or incorporates it by reference into a filing under the Securities Act or Exchange Act. If a report on Form 8-K contains disclosures under Item 2.02, whether or not the report contains disclosures regarding other items, all exhibits to such report relating to Item 2.02 will be deemed furnished, and not filed, unless the registrant specifies, under Item 9.01 (Financial Statements and Exhibits), which exhibits, or portions of exhibits, are intended to be deemed filed rather than furnished pursuant to this instruction. The Company is not incorporating, and will not incorporate, by reference these reports into a filing under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended. 21 PART III ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT DIRECTORS AND EXECUTIVE OFFICERS - The following table sets forth the names, ages and current positions with the Company held by the Directors, Executive Officers and Significant Employees, together with the date such positions were assumed. There is no immediate family relationship between or among any of the Directors, Executive Officers or Significant Employees, and the Company is not aware of any arrangement or understanding between any Director or Executive Officer and any other person pursuant to which they were elected to their current position. Position or Office Date First Name Age With the Company Elected - ---- --- ---------------- ------- Ross E. Silvey 77 Director and Dec 2003 President/CEO/Secretary ROSS E. SILVEY - Mr. Silvey became the sole Director of Tulvine on December 18, 2003, and was appointed President, CEO and Secretary of the Company on that date. Mr. Silvey has owned and operated franchised automobile businesses, finance companies and insurance companies for the past 30 years. Mr. Silvey has an MBA from the Harvard Business School and has taught as an adjunct or full-time professor most of the courses in the upper division and MBA programs at the University of Tulsa, Oral Roberts University, Langston University and Southern Nazarene University. CONFLICTS OF INTEREST - Insofar as the officer and director, Mr. Silvey, is engaged in other business and personal activities, management anticipates that it will devote only a minor amount of time to the Company's affairs. The Company does not have a right of first refusal pertaining to opportunities that come to management's attention insofar as such opportunities may relate to the Company's proposed business operations. Mr. Silvey will be responsible for seeking, evaluating, negotiating and consummating a business combination with a target company which may result in terms providing benefits to Mr. Silvey. Mr. Silvey intends to devote as much time to the activities of the Company as required. However, should a conflict arise, there is no assurance that Mr. Silvey would not attend to other matters prior to those of the Company. Mr. Silvey estimates that the business plan of the Company can be implemented in theory by devoting approximately 5 to 10 hours per month over the course of several months but such figure cannot be stated with precision. The terms of any business combination may include such terms as Mr. Silvey remaining a director or officer of the Company and/or providing other service to the Company. Mr. Silvey would directly benefit from such employment or payment. Such benefits may influence Mr. Silvey's choice of a target company. 22 The Company will not enter into a business combination, or acquire any assets of any kind for its securities, in which management or promoters of the Company or any affiliates or associates have any interest, direct or indirect. There are no binding guidelines or procedures for resolving potential conflicts of interest. Failure by management to resolve conflicts of interest in favor of the Company could result in liability of management to the Company. AUDIT COMMITTEE - The Board of Directors of the Company is currently made up of one director, who serves the functions of the Audit Committee. The Board of Directors does not intend to establish a separate Audit Committee until a business combination is consummated. COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT - Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's executive officers, directors and persons who own more than ten percent of the Company's common stock to file initial reports of ownership and changes in ownership with the SEC. Additionally, SEC regulations require that the Company identify any individuals for whom one of the referenced reports was not filed on a timely basis during the most recent fiscal year or prior fiscal years. To the Company's knowledge, based solely on a review of reports furnished to it, Ross Silvey did not timely file his required Form 5 for Fiscal 2004. CODE OF ETHICS - The Company intends to adopt a code of ethics to apply to its principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions when it consummates an acquisition. ITEM 10. EXECUTIVE COMPENSATION The Company's officer and director has not received any compensation for services rendered to the Company. As of the date of this report, the Company has no funds available to pay the officer and director. Further, the officer and director is not accruing any compensation pursuant to any agreement with the Company. The officer and director of the Company will not receive any finder's fee, either directly or indirectly, as a result of his efforts to implement the Company's business plan outlined herein. No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company. 23 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth, as of March 15, 2005, each person known by the Company to own beneficially more than 5% of any class of the Company's common stock and the director and officer of the Company. The holder hereof has sole voting and investment power with respect to the shares shown. Name and Address Amount and Nature Title of Beneficial of Beneficial % of of Class Owner Owner Class - -------- ----- ----- ----- Common Interim Capital Corporation 4,000,000 100.00% 7633 E 63rd Pl, Ste 210 Tulsa, OK 74133 Common Ross Silvey 0 0.00% 6707 S. Richmond Tulsa, OK 74136 Common All directors and executive officers 0 0.00% as a group (one person)
EQUITY COMPENSATION PLAN INFORMATION - None. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS On October 21, 1999, the Company issued a total of 1,000,000 shares of common stock to Diane Golightly, the Company's sole officer and director until December 18, 2003, for a total of $1,000 in cash. These shares were cancelled on December 31, 2004. The Board of Directors has passed a resolution which contains a policy that the Company will not seek an acquisition or merger with any entity in which the Company's officer, director or shareholder or their affiliates or associates serve as officer or director or hold any ownership interest. Management is not aware of any circumstances under which this policy may be changed. The proposed business activities described herein classify the Company as a "blank check" company. The Securities and Exchange Commission and many states have enacted statutes, rules and regulations limiting the sale of securities of blank check companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in the Company's securities until such time as the Company has successfully implemented its business plan described herein. The shareholder has placed the stock certificate with the Company's counsel, who will not release the certificate until such time as a merger or acquisition has been successfully consummated. 24 ITEM 13. EXHIBITS Exhibits - See Exhibit Index at page 27. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES AUDIT FEES - As of March 15, 2005, the Company's current accountant had not yet billed for professional services rendered for the audit of the Company's annual financial statements for the fiscal year ended December 31, 2004. The Company's prior accountant billed $14,320 for the audit of fiscal years ended December 31, 1999 through 2003 and reviews of Forms 10-QSB for fiscal 2004. AUDIT RELATED FEES - None. TAX FEES - None. ALL OTHER FEES - Other than the services described above, no other fees were billed for services rendered by the principal accountant during fiscal 2004. AUDIT COMMITTEE POLICIES AND PROCEDURES - Not applicable. If greater than 50 percent, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees - Not applicable. 25 SIGNATURES In accordance with the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TULVINE SYSTEMS, INC. Date - March 29, 2005 By: /s/ Ross Silvey --------------------------------------- Ross Silvey Chief Executive Officer (Equivalent of Chief Financial Officer) In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date - March 29, 2005 By: /s/ Ross Silvey --------------------- Ross Silvey, Director 26 EXHIBITS HAVE BEEN OMITTED FROM THIS COPY. COPIES OF EXHIBITS MAY BE OBTAINED FROM TULVINE SYSTEMS, INC. (THE "COMPANY") UPON REQUEST AND PAYMENT OF THE COMPANY'S COSTS IN FURNISHING SUCH COPIES. COPIES MAY ALSO BE OBTAINED FROM THE SECURITIES AND EXCHANGE COMMISSION FOR A SLIGHT CHARGE. (THE FOREGOING IS NOT APPLICABLE TO THE ORIGINAL(S) HEREOF.) EXHIBIT INDEX Securities and Exchange Commission Page Exhibit No. Type of Exhibit Number - ----------- --------------- ------ 2 Plan of acquisition, reorganization, arrangement, N/A liquidation, or succession 3(i) Articles of incorporation N/A 3(ii) By-laws N/A 4 Instruments defining the rights of holders, incl. Indentures N/A 9 Voting trust agreement N/A 10 Material contracts N/A 11 Statement re: computation of per share earnings Item 7 16 Letter on change in certifying accountant N/A 18 Letter on change in accounting principles N/A 21 Subsidiaries of the Registrant N/A 22 Published report regarding matters submitted to vote N/A 23 Consent of experts and counsel N/A 24 Power of Attorney N/A 31 Certification pursuant to 18 U.S.C. Section 1350 28 Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification pursuant to 18 U.S.C. Section 1350 29 Section 906 of the Sarbanes-Oxley Act of 2002 27