SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 6, 2006
Systems Evolution, Inc.
(Exact name of registrant as specified in its charter)
Idaho | 000-31090 | 82-0291029 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of Incorporation) | Identification Number) | |||
10777 Westheimer Road, Suite 810 | ||||
Houston, Texas 77042 | ||||
| (Address of principal executive offices) | ||||
(713) 979-1600 | ||||
| (Registrant’s Telephone Number) |
______________________________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
[Missing Graphic Reference]
Section 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Not applicable
Item 1.02 Termination of a Material Definitive Agreement.
Not applicable.
Item 1.03 Bankruptcy or Receivership.
Not applicable.
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
Not applicable.
Item 2.02 Results of Operations and Financial Condition.
Not applicable.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Not applicable.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
Not applicable.
Item 2.05 Costs Associated with Exit or Disposal Activities.
Not applicable.
Item 2.06 Material Impairments.
Not applicable.
Section 3 - Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard: Transfer of Listing.
Not applicable.
Item 3.02 Unregistered Sales of Equity Securities.
Not applicable.
Item 3.03 Material Modification to Rights of Security Holders.
Not applicable.
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountant.
Not applicable.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
Not applicable.
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
Not applicable.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Not applicable.
Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year.
Not applicable.
Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
Not applicable.
Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
Not applicable.
Section 5.6 - Change in Shell Company Status
Not applicable.
Section 6 - Asset-Backed Securities
Item 6.01 ABS Informational and Computational Material.
Not applicable.
Item 6.02 Change of Servicer or Trustee.
Not applicable.
Item 6.03 Change in Credit Enhancement of Other External Support.
Not applicable.
Item 6.04 Failure to Make a Required Distribution.
Not applicable.
Item 6.05 Securities Act Updating Disclosure.
Not applicable.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
Not applicable.
Section 8 - Other Events
Item 8.01 Other Events.
On February 6, 2006, we requested approval from the Commission to withdraw our Registration Statement filed on January 5, 2005, File Number: 333-121842, and our Registration Statement filed on January 10, 2005, File Number: 333-121921.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
| (c) | Exhibits. |
Number | Description | |
| 99.1 | Withdrawal request for Registration Statement on Form SB-2 filed on January 5, 2005, File Number: 333-121842 (filed with the Commission on February 6, 2006). | |
| 99.2 | Withdrawal request for Registration Statement on Form SB-2 filed on January 10, 2005, File Number: 333-121921 (filed with the Commission on February 6, 2006). |
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, hereunto duly authorized.
SYSTEMS EVOLUTION, INC.
/s/ Robert C. Rhodes
______________________________________________
By: Robert C. Rhodes
Its: Chief Executive Officer