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, 2003
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 November 30, 2003 was 1,000,000 shares, held by 1 shareholder.
Transitional Small Business Disclosure Format (Check one): Yes No X .
----- ----
1
Tulvine Systems, Inc.
INDEX
Page
No.
Part I Financial Information (unaudited)
Item 1. Balance Sheet - September 30, 2003 3
Statements of Operations - 4
Three and Nine Months Ended September 30, 2003 and 2002 and October 21, 1999
(inception) to September 30, 2003
Statements of Cash Flows - 5
Nine Months Ended September 30, 2003 and 2002 and October 21, 1999 (inception) to
September 30, 2003
Notes to Financial Statements - 6-7
Nine Months Ended September 30, 2003 and 2002 and October 21, 1999 (inception) to
September 30, 2003
Item 2. Managements Discussion and Analysis or Plan of Operation 8-9
Item 3. Controls and Procedures 10
Part II Other Information 11-13
2
Tulvine Systems, Inc.
(A Development Stage Company)
Balance Sheet
September 30, 2003
(Unaudited)
Assets
Current assets
Cash and cash equivalents .......................................... $ 500
------
Total current assets ................................................. 500
Organization costs ................................................... 500
------
Total assets ....................................................... $1,000
======
Liabilities and Stockholder's Equity
Current liabilities $ --
------
Total current liabilities ............................................ --
Stockholder's equity
Common stock, $.0001 par value. Authorized 100,000,000 shares; .... 100
issued and outstanding 1,000,000 shares
Additional paid in capital ......................................... 900
Retained earnings (deficit) ........................................ --
------
Total stockholder's equity ........................................... 1,000
------
$1,000
======
See accompanying notes to financial statements.
3
Tulvine Systems, Inc.
(A Development Stage Company)
Statements of Operations
Three and nine months ended September 30, 2003 and 2002
and October 21, 1999 (inception) to September 30, 2003
(Unaudited)
Oct. 21,
Three Months Three Months Nine Months Nine Months 1999
Ended Ended Ended Ended (inception)
September 30, September 30, September 30, September 30, to September 30,
2003 2002 2003 2002 2003
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 1,000,000 1,000,000
========== ========= ========= ========= =========
See accompanying notes to financial statements.
4
Tulvine Systems, Inc.
(A Development Stage Company)
Statements of Cash Flows
Nine months ended September 30, 2003 and 2002
and October 21, 1999 (inception) to September 30, 2003
(Unaudited)
Oct. 21,
Nine Months Nine Months 1999
Ended Ended (inception)
September 30, September 30, to September 30,
2003 2002 2003
Cash flows from operating activities
Net earnings (loss) ................................. $ -- $ -- $ --
Adjustments to reconcile net earnings (loss) to net
cash provided by (used in) operating activities:
Organization costs ................................ -- -- (500)
------- ------- -------
Net cash provided by (used in) operating activities . -- -- (500)
------- ------- -------
Cash flows provided by (used in) investing activities
------- ------- -------
Net cash provided by (used in) investing activities . -- -- --
------- ------- -------
Cash flows provided by (used in) financing activities
Proceeds from sale of common stock ................. 1,000
------- ------- -------
Net cash provided by (used in) financing activities . -- -- 1,000
------- ------- -------
Net increase (decrease) in cash and cash equivalents -- -- 500
Cash and cash equivalents, beginning of period ...... 500 500 --
------- ------- -------
Cash and cash equivalents, end of period ............ $ 500 $ 500 $ 500
======= ======= =======
See accompanying notes to consolidated financial statements.
5
Tulvine Systems, Inc.
(A Development Stage Company)
Notes to Financial Statements
Nine months ended September 30, 2003 and 2002 and October 21, 1999 (inception)
to September 30, 2003 (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.
6
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting
principles generally accepted in the United States of America 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, 2002, which is included in the Company's Form 10-KSB.
(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.
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.
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.
Related Party Transactions
The Company neither owns nor leases any real or personal property. Office
services are provided without charge by the officer and 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.
7
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 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).
The Company was formed to engage in a merger with or acquisition of an
unidentified foreign or domestic private company that desires to become a
reporting company whose securities have been registered under the Exchange Act.
The Company may be deemed to meet the definition of a "blank check" company
contained in Section (7)(b)(3) of the Securities Act of 1933, as amended.
Management believes that there are perceived benefits to being a reporting
company which may be attractive to foreign and domestic private companies.
These benefits are commonly thought to include:
(1) the ability to use securities to make acquisition of assets or
businesses;
(2) increased visibility in the financial community;
(3) the facilitation of borrowing from financial institutions;
(4) improved trading efficiency;
(5) the potential for shareholder liquidity;
(6) greater ease in subsequently raising capital;
(7) compensation of key employees through options for stock for
which there may be a public market;
(8) enhanced corporate image; and (9) a presence in the United
States capital market.
A private company which may be interested in a business combination with the
Company may include:
(1) a company for which a primary purpose of becoming a reporting
company is the use of its securities for the acquisition of assets
or businesses;
(2) a company which is unable to find an underwriter of its securities
or is unable to find an underwriter of securities on terms
acceptable to it;
(3) a company which wishes to become a reporting company with less
dilution of its common stock than would occur normally upon an
underwriting;
(4) a company which believes that it will be able to obtain investment
capital on more favorable terms after it has become a reporting
company;
8
(5) a foreign company which may wish an initial entry into the United
States securities market;
(6) a special situation company, such as a company seeking to satisfy
redemption requirements under a
qualified Employee Stock Option Plan; and
(7) a company seeking one or more of the other benefits believed to
attach to a reporting company.
Management is actively engaged in seeking a qualified private company
as a candidate for a business combination. The Company is authorized to
enter into a definitive agreement with a wide variety of private
businesses without limitation as to their industry or revenues. It is
not possible at this time to predict with which private company, if
any, the Company will enter into a definitive agreement or what will be
the industry, operating history, revenues, future prospects or other
characteristics of that company.
As of the date hereof, management has not made any final decision
concerning or entered into any agreements for a business combination.
When any such agreement is reached or other material fact occurs, the
Company will file notice of such agreement or fact with the Securities
and Exchange Commission on Form 8-K. Persons reading this Form 10-QSB
are advised to see if the Company has subsequently filed a Form 8-K.
The current shareholder of the Company has agreed to not sell or
otherwise transfer any of its common stock of the Company except in
connection with a business combination.
The Company does not intend to trade its securities in the secondary
market until completion of a business combination. It is anticipated
that following such occurrence, the company will take the steps
required to cause its common stock to be admitted to quotation on the
NASD OTC Bulletin Board or, if it then meets the financial and other
requirements thereof, on the Nasdaq SmallCap Market, National Market
System or regional or national exchange.
9
Item 3. 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 September 30, 2003,
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.
10
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
Exhibit 31 Certification pursuant to 18 U.S.C. Section 1350
Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32 Certification pursuant to 18 U.S.C. Section 1350
Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
None.
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: December 29, 2003 By: /s/ Diane Golightly
--------------------------
Diane Golightly, President and
Principal Accounting Officer
11
Exhibit 31
TULVINE SYSTEMS, INC. FORM 10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 2003
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Diane Golightly, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Tulvine Systems,
Inc. (the registrant);
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the registrant and have;
a) designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to me by others within those entities, particularly during the
period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report my conclusions about
the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation;
and
c) disclosed in this report any change in the registrant's internal
controls over financial reporting that occurred during the
registrant's current fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process,summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
/s/ Diane Golightly
-------------------
Diane Golightly
President and Acting CEO
(and equivalent of CFO)
December 29, 2003
12
Exhibit 32
TULVINE SYSTEMS, INC. FORM 10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 2003
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Diane Golightly, certify that
1. I am the President and Acting chief executive officer of Tulvine Systems,
Inc.
2. Attached to this certification is Form 10-QSB for the quarter ended
September 30, 2003, a periodic report (the "periodic report") filed by the
issuer with the Securities Exchange Commission pursuant to Section 13(a) or
15(d) of the Securities and Exchange Act of 1934 (the "Exchange Act"),
which contains financial statements.
3. I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that
o The periodic report containing the financial statements fully
complies with the requirements of Section 13(a) or 15(d) of
the Exchange Act, and
o The information in the periodic report fairly presents, in all
material respects, the financial condition and results of
operations of the issuer for the periods presented.
December 29, 2003 /s/ Diane Golightly
--------------------------
Diane Golightly
President and Acting CEO
(and equivalent of CFO)
A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by Tulvine Systems, Inc. and
furnished to the Securities and Exchange Commission or its staff upon request.
This certification will not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, or otherwise subject to the liability of that
section. This certification will not be deemed to be incorporated by reference
into any filing under the Securities Act of 1933 or the Securities Exchange Act
of 1934 even if the document with which it is submitted to the Securities and
Exchange Commission is so incorporated by reference.
13