<PAGE> 1
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, 2000
Commission File Number: 0-29507
TULVINE SYSTEMS, INC.
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(Exact name of small business issuer as specified in its charter)
DELAWARE 52-2102141
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(State of Incorporation) (IRS Employer ID No)
5525 MACARTHUR BLVD., SUITE 615, IRVING, TEXAS 75038
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(Address of principal executive office)
972-894-9040
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(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___ No X.
The number of shares outstanding of registrant's common stock, par value $.0001
per share, as of March 31, 2000 was 1,000,000 shares, held by approximately 1
shareholder.
Transitional Small Business Disclosure Format (Check one): Yes___ No X.
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TULVINE SYSTEMS, INC.
INDEX
<TABLE>
<CAPTION>
Page
No.
Part I. Financial Information
<S> <C>
Item 1. Balance Sheet - March 31, 2000 (unaudited) and December 31, 1999 (audited) 3
Statement of Operations - 4
Three Months Ended March 31, 2000 and October 21, 1999 (inception) to March 31, 2000
Statement of Stockholders' Deficit - 5
Three Months Ended March 31, 2000
Statements of Cash Flows - 6
Three Months Ended March 31, 2000 and October 21, 1999 (inception) to March 31, 2000
Notes to Financial Statements - 7-8
Three Months Ended March 31, 2000
Item 2. Managements Discussion and Analysis or Plan of Operation 9-10
Part II. Other Information 11
</TABLE>
2
<PAGE> 3
TULVINE SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash and cash equivalents $ 500 $ 500
------ ------
Total current assets 500 500
Organization costs 500 500
------ ------
Total assets $1,000 $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; 100 100
issued and outstanding 1,000,000 shares
Additional paid in capital 900 900
Retained earnings (deficit) -- --
------ ------
Total stockholder's deficit 1,000 1,000
------ ------
$1,000 $1,000
====== ======
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 4
TULVINE SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 AND
OCTOBER 21, 1999 (INCEPTION) TO MARCH 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
OCT. 21,
THREE MONTHS 1999
ENDED (INCEPTION)
MARCH 31, TO MAR. 31,
2000 2000
<S> <C> <C>
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
========= =========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 5
TULVINE SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDER'S DEFICIT
THREE MONTHS ENDED MARCH 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in Accumulated
Shares Par Value Capital Deficit Total
<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1999 1,000,000 $ 100 $ 900 $ -- $ 1,000
Net income (loss) -- --
--------- --------- --------- --------- ---------
BALANCE, March 31, 2000 1,000,000 $ 100 $ 900 $ -- $ 1,000
========= ========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 6
TULVINE SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000 AND
OCTOBER 21, 1999 (INCEPTION) TO MARCH 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
OCT. 21,
Three Months 1999
Ended (INCEPTION)
MARCH 31, TO MAR. 31,
2000 2000
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
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 -- --
------- -------
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) investing activities -- --
------- -------
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 --
------- -------
CASH AND CASH EQUIVALENTS, end of period $ 500 $ 500
======= =======
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest and income taxes are as follows:
Interest $ -- $ --
Income taxes $ -- $ --
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 7
TULVINE SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED 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, 1999,
which is included in the Company's Form 10-SB filed on March 7,
2000.
(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
<PAGE> 8
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
<PAGE> 9
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 which 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
<PAGE> 10
(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 shareholders of the Company have agreed to not to sell or
otherwise transfer any of their 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
<PAGE> 11
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 19, 2000 By: /s/ Diane Golightly
-------------------------------
Diane Golightly, President and
Principal Accounting Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from (a)
Financial Statements as of March 31, 2000 and for the three months then ended
and is qualified in its entirety by reference to such (b) Form 10-QSB for the
three months ended March 31, 2000.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 500
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 500
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,000,000
<OTHER-SE> 1,000
<TOTAL-LIABILITY-AND-EQUITY> 1,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
