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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: SEPTEMBER 30, 2000
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 September 30, 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.
<S> <C>
Part I. Financial Information
Item 1. Condensed Balance Sheet - September 30, 2000 and December 31, 1999 3
Condensed Statement of Operations - 4
Three Months and Nine Months Ended September 30, 2000 and
October 21, 1999 (inception) to September 30, 2000
Condensed Statement of Stockholders' Equity - 5
Nine Months Ended September 30, 2000
Condensed Statements of Cash Flows - 6
Nine Months Ended September 30, 2000 and
October 21, 1999 (inception) to September 30, 2000
Condensed Notes to Financial Statements - 7-8
Nine Months Ended September 30, 2000
Item 2. Managements Discussion and Analysis or Plan of Operation 9-10
Part II. Other Information 11
</TABLE>
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TULVINE SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
(Unaudited) (Audited)
---------- ----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
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 EQUITY
Common stock, $.0001 par value. Authorized 100,000,000 shares;
issued and outstanding 1,000,000 shares 100 100
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.
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TULVINE SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND
OCTOBER 21, 1999 (INCEPTION) TO SEPTEMBER 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
OCT. 21,
THREE MONTHS NINE MONTHS 1999
ENDED ENDED (INCEPTION)
SEPTEMBER 30, SEPTEMBER 30, TO SEPT. 30,
2000 2000 2000
<S> <C> <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 1,000,000
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
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TULVINE SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF STOCKHOLDER'S EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in Retained
Shares Par Value Capital Earnings Total
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1999 1,000,000 $ 100 $ 900 $ -- $ 1,000
Net income (loss) -- --
--------- --------- --------- --------- ---------
BALANCE, September 30, 2000 1,000,000 $ 100 $ 900 $ -- $ 1,000
========= ========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements.
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TULVINE SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED JUNE 30, 2000 AND
OCTOBER 21, 1999 (INCEPTION) TO SEPTEMBER 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
OCT. 21,
NINE MONTHS 1999
ENDED (INCEPTION)
SEPTEMBER 30, TO SEPT. 30,
2000 2000
<S> <C> <C>
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 1,000
Proceeds from sale of common stock -- --
------- -------
Net cash provided by (used in) financing activities -- 1,000
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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.
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TULVINE SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 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.
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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, 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
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(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.
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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: November 2, 2000 By: /s/ Diane Golightly
-------------------------------
Diane Golightly, President and
Principal Accounting Officer
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