SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30, 1997
OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number 0-22785
TUNLAW INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 52-2031541
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1504 R Street, N.W., Washington, D.C. 20009
(Address of principal executive offices (zip code))
202/387-5400
(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the last 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 / / No / X / The issuer has been subject to the filing
requirements of the Act since August 30,
1997.
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class: Outstanding at September 30, 1997:
Common Stock, par value $0.0001 5,000,000<PAGE>
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
TUNLAW INTERNATIONAL CORPORATION
Balance Sheet
September 30, 1997
(unaudited)
ASSETS
Cash $1,000
Total assets $1,000
LIABILITIES
Current -0-
Long-term -0-
Total Liabilities -0-
Shareholder Equity
Common Stock (5,000,000 shares
$.0001 par value) $ 500
Additional paid in capital $ 500
Total Equity $1,000
Note 1 - The Company
The Company is in its developmental stage, and has had no revenue and has
incurred no expenses to date. The Company was 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 unaudited financial statements and notes are presented as permitted by
Form 10-Q. Accordingly, certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been omitted.
Note 2 - Common Stock Issued
The Company has authorized 50,000,000 shares of Common Stock having a
par value of $.0001 per share and 10,000,000 shares of preferred stock having
a par value $.0001 per share. As of September 30, 1997, 5,000,000 shares of
Common Stock had been issued and are outstanding.
Note 3 - No Costs Incurred
As of September 30, 1997, no shareholders, officers, directors or other related
parties had incurred costs on behalf of the Company. Past and current
expenses of the Company have been and will be paid by existing shareholders
of the Company, and will be treated as additional paid-in capital.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The Company has registered its common stock pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12(g) thereof.
The Company files with theSecurities 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 is 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 continued
compliance with its reporting requirements under the Exchange Act.
The Company was formed to engage in a merger with or acquisition of
an unidentified foreign or domestic private company which desires to become a
reporting ("public") company whose securities are qualified for trading in the
United States securities 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.
Management believes that there are perceived benefits to being a
reporting company with a class of publicly-traded securities which may be
attractive to foreign and domestic private companies.These benefits 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 options for stock for which there is 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 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 normally occur upon an underwriting; (4) a
company which believes that it will be able 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 company
with special needs, such as a company seeking a public market 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
public company.
Management is actively engaged in seeking a qualified private company
as a candidate for a business combination. Management is in discussion with a
number of both foreign and domestic companies, and has received information
and proposals from several of those companies. 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 shareholders of the Company have agreed not to sell or
otherwise transfer any of their common stock of the Company before the
Company enters into a definitive agreement for a business combination or
acquisition.
The Company does not intend to trade its securities in the secondary
market until completion of a business combination or acquisition. It is
anticipated that immediately following such occurrence the Company will cause
its common stock to be listed or 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.
<PAGE>
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 4
Certificate of Incorporation filed as an exhibit to the
Company's registration statement on Form 10-SB (File No. 0-
22785) filed on July 2, 1997 and is incorporated herein by
reference.
By-Laws filed as an exhibit to the Company's registration
statement on Form 10-SB (File No. 9-22785) filed on July 2,
1997 which is incorporated herein by reference.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Company during the
quarter ended September 30, 1997.<PAGE>
SIGNATURES
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.
Tunlaw International Corporation
By: /s/ James M. Cassidy
James M. Cassidy, President
Dated: November 14, 1997
