TRADING SOLUTIONS COM INC
10KSB, 2000-07-14
INVESTMENT ADVICE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D C. 20549

                                    FORM 10K

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 For the fiscal year ended March 31, 2000

[    ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE  ACT  OF  1934  For  the  transition   period  from  _________  to
     ____________

     Commission File No. 333-85787

                           Trading Solutions.com, Inc.
                           ---------------------------
             (Exact name of Registrant as specified in its charter)

         Nevada                                               88-0425691
         ------                                               ----------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification Number)

200 Camino Aguajito, #200, Monterey, CA                            93940
---------------------------------------                            -----
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code: (831) 375-6209

Securities registered pursuant to Section 12(b) of the Act:

                                      None

Securities registered pursuant to Section 12 (g) of the Act:

                         Common Stock, $0.001 par value


Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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. [X] Yes [ ] No

lndicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (Statute 229.405 of this chapter) is not contained herein, and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

As of March,  2000,  there is no aggregate market value of the voting stock held
by non-affiliates of the registrant.


                                        1

<PAGE>

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

            Class                                   Outstanding as of March 2000
            -----                                   ----------------------------
$0.001 PAR VALUE CLASS A COMMON STOCK                      2,760,000  Shares


                                     PART I

ITEM 1. Business.

     The Company is a development stage company, which is establishing an online
trading school along with several  trading  schools in  California.  The Company
will also sell  services and products  through a to be developed  online  store.
Students  and  shoppers  will be able to purchase  services  through the company
website www.tradingsolutionsinc.com.  Our website is currently under development
and is expected to be  operational  by the end of 2000.  No services or revenues
have been provided or received.

     The Company was  incorporation  on May 14,  1999.  In  December  1999,  the
Company changed its fiscal year end to March 31.

     Since  inception,  the Company  has been  engaged in  developing  corporate
structure,  planning  operations,  capital raising  activities,  and negotiating
agreements with prospective  business  affiliates.  The Company has no operating
revenue to date.

     The Company is currently working on two projects:

1.   Trading Solutions.com, Inc. trading school is designed to provide education
     for people interested in online investing.  The Company offers training for
     beginners as well as experienced traders.  Courses consist of a combination
     of theory sessions  linked closely with a practical hands on approach.  The
     Company provides online training, individual training, small group sessions
     and seminars on various trading and computer related subjects.

2.   The Company intends to establish or acquire an e-commerce business and link
     it with the online  trading  school.  The Company  will offer  products for
     investors,  including books, magazines,  newspapers, online newsletters and
     trading software packages.

     The Company's  marketing  strategy is directed  towards new and experienced
traders.  Management will work to establish a local market niche for each one of
its trading  schools by  advertising in local  newspapers and radio.  Management
will work to increase  the  public's  awareness  of the  Company's  name and its
services.  Special  events will be  sponsored  from which name  affiliation  and
public familiarity with the services and products offered can be achieved.


                                        2

<PAGE>

     The Company will optimize  advertising dollars spent on radio by purchasing
air time from those radio stations whose  demographics most closely resemble the
Company's  clientele.  Management  will be responsible  for  contacting  account
executives  from various local stations and requesting  proposals and statistics
regarding their stations' listeners and advertising packages.

     The Company  intends to  advertise  on the  Internet  through its web page,
which will be updated regularly.  The Company will also maintain  advertisements
in the local  newspapers.  The Company  will also produce  color  catalogs to be
printed and distributed throughout the year.

     The Company  intends to affiliate  with  professional  traders to teach the
online classes and seminars.  Currently, the information most in demand includes
online  trading,  electronic  trading,  day trading  strategies and the software
applied in trading.

ITEM 2. Properties

     The Company's  sales and  administrative  offices are located at 200 Camino
Aguajito, Suite 200, Monterey,  California 93940. Offices are provided on a rent
free basis by Monterey Ventures, Inc. It has no other physical facilities.

ITEM 3. Legal Proceedings.

         None.

ITEM 4. Submission of Matters to a Vote of Security Holders.

         None.

                                     PART II

ITEM 5. Market for Registrant's Common Equity and Related Stockholders Matters.

         None


ITEM 6. Management's  Discussion and Analysis of Financial Condition and Results
     of Operation.

     During the year, the Company's financial condition has minimal changes as a
result of operations.

     At present,  the  Company's  major sources of liquidity and cash consist of
accounts  receivable which is an internal source. The company has received funds
from the sale of equity in the company and has received no  operating  revenues.
If no revenues are received or no additional funds are

                                                         3

<PAGE>

received  from the sale of  securities  or loans the company will not be able to
continue with its business plan.

     There is no research and development underway.

     The Company has not been affected by unusual  events or  transactions  that
would have any impact on reported  income or  operations.  The increase in sales
was a result of its marketing efforts.

     Currently, the Company knows of no events that will cause a material change
in cost and revenues.

     The Company plans to increase its market share by soliciting  retailers and
is considering development of an Internet website.

     The Company is still in its development  stage and has not felt the effects
of inflation.

ITEM 7. Financial Statements and Supplementary Data.




                       TRADING SOLUTIONS.COM, INCORPORATED
                          (A Development Stage Company)

                              Financial Statements
                                      With
                          Independent Auditor's Report

                                   Prepared by

                               HAWKINS ACCOUNTING
                           CERTIFIED PUBLIC ACCOUNTANT
                               SALINAS, CALIFORNIA


<PAGE>

                       TRADING SOLUTIONS.COM, INCORPORATED
                          (A Development Stage Company)

                          Index to Financial Statements


<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>                                                                                       <C>
Independent Auditor's Report                                                               2
Balance Sheet                                                                              3
Statement of Operations, From date of
         Inception to March 31, 2000                                                       4
Statement of Shareholder's Equity                                                          5
Statement of Cash Flows, From date of
         Inception to March 31, 2000                                                       6
Notes to Financial Statements                                                              7
</TABLE>


<PAGE>

To the Board of Directors and Shareholders
Trading Solutions.Com, Incorporated
Monterey, California

                          Independent Auditor's Report

I have  audited  the balance  sheet of Trading  Solutions.Com,  Incorporated  (a
development  stage  company) as of March 31, 2000 and the related  statements of
operations,  stockholders'  equity and cash flows from the date of  inception to
year end, March 31, 2000. These financial  statements are the  responsibility of
the Companys  management.  My  responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining on a test basis,  evidence supporting
the  amounts  and  assessing  the  accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement presentation. I believe that my audit provides reasonable basis for my
opinion.

In my opinion,  the  financial  statements  referred  to in the first  paragraph
present  fairly,  in all material  respects,  the financial  position of Trading
Solutions.Com,  Incorporated, as of March 31, 2000 and the results of operations
and its cash flows and the cumulative  results of operations and cumulative cash
flows for the  period  from date of  inception  to year end,  March 31,  2000 in
conformity with generally accepted accounting principals.

The accumulated deficit during the development stage for the period from date of
inception to year-end March 31, 2000 is $128,864.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a  going  concern.  As  discussed  Note  7 to  the  financial
statements,  the Company has incurred net losses form operations and has not yet
commenced full operation,  which raises  substantial  doubt about its ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustment that might result from the outcome of this uncertainty.



/s/ Hawkins Accounting
----------------------
July 6, 2000

<PAGE>


                       TRADING SOLUTIONS.COM, INCORPORATED
                          (A Development Stage Company)
                                  BALANCE SHEET
                                 March 31, 2000

<TABLE>
<CAPTION>
ASSETS
<S>                                                                                   <C>
Current assets
     Cash in bank                                                                     $       4,691
     Other receivable                                                                           176
          Total current assets                                                                4,867
Furniture and equipment
     Equipment                                                                                 2,206
     Furniture                                                                                   600
                                                                                               2,806
     Accumulated depreciation                                                                   (176)
                                                                                               2,630
               Total assets                                                           $        7,497
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
     Accounts payable                                                                 $        1,371
          Total current liabilities                                                            1,371
               Total liabilities                                                               1,371
Stockholders' equity
     Common stock, 20,000,000 shares authorized at
          a par value of .01. 2,760,000 outstanding                                           27,600
     Paid in capital                                                                         107,390
     Deficit incurred during development stage                                              (128,864)
               Total stockholder's equity                                                      6,126
               Total liabilities and stockholder's equity                             $        7,497

</TABLE>


    The accompanying notes are an integral part of these financial statements
                                        3


<PAGE>

                       TRADING SOLUTIONS.COM, INCORPORATED
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
               From date of inception to year ended March 31, 2000

<TABLE>
<CAPTION>
                                                                                 Deficit
                                                                                 Accumulated During
                                                                                 Development
                                                                                 Stage
                                                                                 -----
<S>                                                         <C>                  <C>
Income                                                      $    1,920           $     1,920
Expenses
      Accounting fees                                            6,000                 6,000
      Advertising                                                4,580                 4,580
      Bank charges                                                 104                   104
      Compensation expense                                      34,000                34,000
      Consulting fees                                           41,107                41,107
      Depreciation                                                 176                   176
      Education                                                  1,995                 1,995
      Management fees                                            5,000                 5,000
      Miscellaneous                                              7,884                 7,884
      Office supplies                                            4,534                 4,534
      Postage                                                       89                    89
      Promotions                                                   514                   514
      Taxes and licenses                                         1,765                 1,765
      Legal fees                                                12,606                12,606
      Organizational costs                                         896                   896
      Rent                                                       3,166                 3,166
      Telephone                                                  2,602                 2,602
      Travel                                                     3,752                 3,752
           Total expenses                                      130,770               130,770
                Loss from operations                          (128,850)             (128,850)
Other (expenses)
      Interest                                                     (14)                  (14)
           Total other expenses                                    (14)                  (14)
Net Loss                                                      (128,864)             (128,864)
Loss per common
      share                                                 $    (0.05)          $     (0.05)
</TABLE>

    The accompanying notes are an integral part of these financial statements
                                        4

<PAGE>

                       TRADING SOLUTIONS.COM, INCORPORATED
                          (A Development Stage Company)
                            STATEMENT OF OPERATIONS
               From date of inception to year ended March 31, 2000

<TABLE>
<CAPTION>
<S>                                                     <C>                     <C>
Weighted average of                                     2,587,302               2,587,302
 shares outstanding

</TABLE>

   The accompanying notes are an integral part of these financial statements
                                        4


<PAGE>

                       TRADING SOLUTIONS.COM, INCORPORATED
                          (A Development Stage Company)
                     STATEMENT OF CASH FLOWS-INDIRECT METHOD
                From date of inception to year end March 31, 2000

<TABLE>
<CAPTION>
                                                                                                    Deficit
                                                                                                    Accumulated
                                                                                                    During
                                                                                                    Development
                                                                                                    Stage
                                                                                                    -----
<S>                                                                          <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)                                                            $                            (128,864)$ (128,864)
Adjustment to reconcile net income to net cash
      provided by operating activities
      Depreciation                                                                        176                   176
      Compensation expense                                                             34,000                34,000
      Increase in other receivables                                                     (176)                 (176)
      Increase in accounts payable                                                      1,371                 1,371
NET CASH PROVIDED BY OPERATING ACTIVITIES                                            (93,493)              (93,493)
INVESTING ACTIVITIES
      Purchase of furniture and equipment                                               2,806                 2,806
NET CASH USED IN INVESTING ACTIVITIES                                                   2,806                 2,806
FINANCING ACTIVITIES
      Sale of common stock                                                            100,990               100,990
      Short term borrowing                                                              3,000                 3,000
      Payment of short term borrowing                                                 (3,000)               (3,000)
NET CASH REALIZED FROM FINANCING ACTIVITIES                                           100,990               100,990
INCREASE IN CASH AND CASH EQUIVALENTS                                                   4,691                 4,691
Cash and cash equivalents at the beginning of the year                                      0                     0
CASH AND CASH EQUIVALENTS                                                      $        4,691               $ 4,691
      Supplemental disclosure of financiang activities
           Interest paid during the period from date of
           inception to March 31, 2000                                         $           14                  $ 14

</TABLE>

    The accompanying notes are an integral part of these financial statements
                                        6

<PAGE>

                       TRADING SOLUTIONS.COM, INCORPORATED
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDER'S EQUITY
                From date of inception to year end March 31, 2000


<TABLE>
<CAPTION>
                                                                                     Deficit
                                                                                   Accumulated
                                                                   Paid              During
                                 Common Stock                       in             Development
                              Shares              Amount        Capital              Stage                       Total
                              ------              ------        -------              -----                       -----
<S>                           <C>                 <C>           <C>                  <C>                         <C>
Founders stock                2,495,000           24,950          (22,455)                                         2,495
Options                          85,000              850           41,645                                         42,495
May 18, 1999                     14,000              140            6,860                                          7,000
May 21, 1999                      2,000               20              980                                          1,000
May 24, 1999                      3,000               30            1,470                                          1,500
May 27, 1999                      2,000               20              980                                          1,000
June 2, 1999                     10,000              100            4,900                                          5,000
June 3, 1999                      2,000               20              980                                          1,000
June 4, 1999                      4,000               40            1,960                                          2,000
June 7, 1999                      2,000               20              980                                          1,000
June 13, 1999                     2,000               20              980                                          1,000
June 16, 1999                     3,000               30            1,470                                          1,500
June 17, 1999                    10,000              100            4,900                                          5,000
June 22, 1999                     2,000               20              980                                          1,000
June 25, 1999                     1,000               10              490                                            500
June 27, 1999                     6,000               60            2,940                                          3,000
June 29, 1999                    12,000              120            5,880                                          6,000
June 30, 1999                     2,000               20              980                                          1,000
July 1, 1999                     15,000              150            7,350                                          7,500
July 2, 1999                     14,000              140            6,860                                          7,000
July 5, 1999                      3,000               30            1,470                                          1,500
July 8, 1999                      6,000               60            2,940                                          3,000
July 12, 1999                     2,000               20              980                                          1,000
July 14, 1999                     3,000               30            1,470                                          1,500
November 23, 1999                 2,000               20              980                                          1,000
November 29, 1999                 2,000               20              980                                          1,000
December 3, 1999                 20,000              200            9,800                                         10,000
December 9, 1999                  2,000               20              980                                          1,000
December 13, 1999                10,000              100            4,900                                          5,000
December 20, 1999                20,000              200            9,800                                         10,000
December 21, 1999                 4,000               40            1,960                                          2,000
Net loss per period                                                                  (128,864)                  (128,864)
Total                         2,760,000         $ 27,600        $ 107,390            (128,864)                  $  6,126

</TABLE>

    The accompanying notes are an integral part of these financial statements
                                        5


<PAGE>

                       Trading Solutions,Com, Incorporated
                          Notes to Financial Statements
                                March 31, 2000

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Nature of the business - Trading Solutions.Com,  Inc (the "Company) is
          designed  to  provide  education  for  people  interested  in on  line
          investing.  The Company also intends to establish a corporate  trading
          account and manage money.  The Company further intends to establish or
          acquire an ecommerce business to link with the trading school.

          Development  Stage  Company  -  The  Company  is a  development  stage
          company, as defined in the Financial Accounting Standards Board No. 7.
          The Company is devoting  substantially  all of its present  efforts in
          securing  and  establishing  a  new  business,  and  although  planned
          operations  have commenced,  an immaterial  amount of revenue has been
          realized.

          Pervasiveness  of estimates - The preparation of financial  statements
          in conformity with generally accepted  accounting  principles requires
          management to make estimates and assumptions  that affect the reported
          amounts of assets, 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 these estimates.

          Cash and  cash  equivalents  - For  financial  statement  presentation
          purposes,  the Company  considers  all short term  investments  with a
          maturity date of three months or less to be cash equivalents.

          Property and  equipment - Property and equipment are recorded at cost.
          Maintenance  and repairs are expensed as incurred;  major renewals and
          betterments are  capitalized.  When items of property or equipment are
          sold or retired,  the related costs and accumulated  depreciation  are
          removed from the accounts and any gain or loss is included in income.

          Depreciation  is provided  using the  straight-line  method,  over the
          useful lives of the assets.

          Income  taxes - Income  taxes  are  provided  for the tax  effects  of
          transactions reported in the financial statements and consist of taxes
          currently due plus deferred  taxes  related  primarily to  differences
          between  the  recorded  book  basis and the tax  basis of  assets  and
          liabilities  for financial and income tax reporting.  The deferred tax
          assets and liabilities represent the future tax return consequences of
          those differences, which will either be taxable or deductible when the
          assets and liabilities are

                                       7


<PAGE>

                       Trading Solutions.Com, Incorporated
                          Notes to Financial Statements
                                 March 31, 2000

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con't)

     Income taxes (con't)

     recovered or settled.  Deferred  taxes are also  recognized  for  operating
     losses that are available to offset future taxable income.

     Stock options  -Stock that is issued for services  rendered are recorded at
     the fair  value  of the  stock in the  year  that  the  stock is given  and
     recorded as an expense in the same year.

NOTE 2: BACKGROUND

     The Company was  incorporated  under the laws of the State of Nevada on May
     14,1999. The principal activities of the Company, from the beginning of the
     development stage, have been organizational matters and the sale of stock.

NOTE 3: EQUIPMENT AND FURNITURE

     The  following  is a summary of fixed  asset  classifications,  accumulated
     depreciation and depreciable lives for the Company at December 31, 1999.

<TABLE>
<CAPTION>
                                        Useful life
                                        Years                   Amount
                                        -----                   ------
<S>                                      <C>                    <C>
Computer equipment                       5                      $ 2,206
Office furniture                        10                          600
Total                                                             2,806
Accumulated depreciation                                            132
Net equipment and furniture                                       2,674

</TABLE>

     Depreciation  expense for the period from date of inception to December 31,
     1999 was $ 132.

NOTE 4: COMMON STOCK

     Founders stock - At incorporation  the Company issued stock to the founders
     of the corporation.  These shares totaled  2,495,000 shares and were issued
     for  consideration  of $.001 per  share.  Proceeds  from  these  sales were
     $2,495.

                                       8


<PAGE>

                       Trading Solutions.Com, Incorporated
                          Notes to Financial Statements
                                 March 31, 2000

NOTE 4: COMMON STOCK (con't)

     Stock options - At the organizational  meeting of the board of directors it
     was  voted on to issue  stock  options  of the  Company's  common  stock to
     certain  officers of the  corporation,  a key employee of a non  affiliated
     company and the non affiliated  company.  These options are to be exercised
     at $.10 a share and have an  expiration  date of December 31,  2002.  These
     options are callable at $.02 per share by the Company with a 30 day notice.
     A total of 85,000  shares  were voted on for the  options  of which  85,000
     shares of the options were exercised at September 30, 1999.  Total proceeds
     from these sales were $8,500. The fair market value at the date the options
     were  granted was $.50 a share.  Therefore,  the Company has  recognized  $
     34,000 in compensation expense for the period.

     Public  stock  offering - During the period  ended  December  31,  1999 the
     Company sold solely to accredited and/or sophisticated investors its common
     stock.  Each  share had a par value of $.O1 a share and was  offered to the
     investors at $.50 a share.  The stock was sold during  various times during
     the period  from date of  inception  to December  31, 1999 to 37  different
     investors buying a total of 182,000 shares of common stock. Total proceeds,
     from the offering, as of the period ended December 31, 1999 were $91,000.

NOTE 5: INCOME TAXES

     The benefit for income taxes from  operations  consisted  of the  following
     components: current tax benefit of $18,150 resulting from a net loss before
     income  taxes,  and a deferred  tax  expense of  $18,150  resulting  from a
     valuation  allowance recorded against the deferred tax asset resulting from
     net operating losses. Net operating loss carryforward will expire in 2014.

     The  valuation  allowance  will  be  evaluated  at the  end of  each  year,
     considering  positive and negative evidence about whether the asset will be
     realized.  At that time, the allowance will either be increased or reduced;
     reduction  would result in the  complete  elimination  of the  allowance if
     positive evidence  indicates that the value of the deferred tax asset is no
     longer required.

NOTE 6: RELATED PARTY TRANSACTIONS

The Company  entered into an agreement with one of its  shareholders  to provide
assistance to the Company in the formation of its corporate structure and to use
their  contacts in assisting  with the  development  of a public  market for the
Company's  common stock.  The agreement  calls for the  shareholder to be paid a
total of $22,000 of which $5,000 was paid for

                                       9

<PAGE>

                       Trading Solutions.Com, Incorporated
                          Notes to Financial Statements
                                 March 31, 2000

NOTE 6: RELATED PARTY TRANSACTIONS (con't)

     the period  ended  December  31,  1999.  The Company is to further  provide
     support services such as office space and telephone  services for which the
     Company  will be billed  separately.  Total cash paid for these  additional
     services as of December 31, 1999 was $1,615.

     The Company  also entered into an  agreement  with another  shareholder  to
     provide consulting  services to the Company.  This agreement totals $30,000
     of which $11,300 was paid as of December 31, 1999.

     There is an agreement with one of the founders to provide support  services
     to the Company.  This  agreement has a maximum of $8,000.  The total amount
     paid as of December 31, 1999 was $8,000.

NOTE 7: GOING CONCERN

     From the date of inception  to December  31,  1999,  the Company has yet to
     commence  receiving  a material  amount of revenue  and has net losses from
     operating  activities  which raise  substantial  doubt about its ability to
     continue as a going concern.

     Management  will work to establish a local market niche for each one of its
     trading  schools by  advertising  in local  newspapers  and radio.  This is
     intended to create public awareness of the Company's name and its services.

     Management  also intends to affiliate  with  professional  traders to teach
     online  classes and  seminars in real-time  broadcasting.  The Company also
     intends to continually invest in its web site  infrastructure as needed for
     upgrades,  incorporation  of new  features and keeping up with the changing
     internet technology.  The Company will establish an on line store that will
     offer literature such as books, newspapers and newsletters that will target
     online investors.

     In order to attract and retain  quality  instructors  the Company  plans to
     grant each  participating  instructor the  opportunity to be promoted on an
     exclusive basis by the Company's web site.

     The Company's  ability to continue as a going  concern is dependent  upon a
     successful public offering and ultimately achieving profitable operations.

                                       10



<PAGE>

                       Trading Solutions.Com, Incorporated
                          Notes to Financial Statements
                                 March 31, 2000

NOTE 7: GOING CONCERN (con't)

     There is no assurance that the Company will be successful in its efforts to
     raise additional proceeds or achieve profitable  operations.  The financial
     statements  do not  include  any  adjustments  that might  result  from the
     outcome of this uncertainty.

NOTE 8: MATERIAL ADJUSTMENTS

     Management  represents that all material  adjustments have been made to the
     financial statements.

                                       11

<PAGE>


ITEM 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
     Financial Disclosure.

         None.

                                    PART III

ITEM 9. Directors and Executive Officers of the Registrant.

     The  following  information  sets  forth  the  names  of the  officers  and
directors  of  the  Company,  their  present  positions  with  the  Company  and
biographical information.

Natalie Shahvaran (Age 23). President,  Chief Executive Officer, Chief Operating
Officer,  Director.  Ms.  Shahvaran  graduated from Heald Business  College with
honors and received her Associate's  Degree in Computer Business  Administration
in 1999. Ms.  Shahvaran worked as a computer  consultant for Monterey  Ventures,
Inc.  from 1998 to 1999.  Monterey  Ventures is a venture  capital and financing
company for small  companies.  Ms.  Shahvaran was employed by Heald College as a
college algebra/business math tutor from January 1997 to December 1998.

Michael A. Strahl (Age 40).  Secretary,  Director.  Mr.  Strahl  graduated  from
Western State College and received his BA in Business  Administration/Finance in
19__. He was the Vice President and Director of Themiis Corporation,  a merchant
bank  specializing in  environmental  management from June 1997 to July 1999. He
was Vice President and Chief Operating Officer of Environmental

                                        4

<PAGE>

Enzymes,  Inc., an enzyme manufacturing company from February 1999 to July 1999.
He is  currently on the board of  directors  of Internet  Finance.com,  Inc. and
Monterey  Technologies,  Inc.  Michael A.  Strahl has also been a part owner and
board member since March 1994 of the Environmental  Business  Network,  Inc., an
environmental  solutions oriented company. He was President of Environmental and
Energy Group, Inc. (EEG), consultant to the oil and gas industry from April 1992
to  August  1993.  Before  joining  the  environmental  industry,  he was a NASD
Principal  with Corporate  Securities  Group from April 1998 to January 1999 and
was a branch manager for Oxford Financials from February 1990 to May 1990.

Susan Turner (Age 44). Chief Financial Officer, Treasurer,  Director. Ms. Turner
attended  the  University  of  Michigan  School of Business  Administration  and
received her BA in Business  Administration  in April 1975. She graduated with a
major  in  Accounting.  Ms.  Turner  passed  the CPA exam in  November  1975 and
obtained a Michigan CPA license April 1978, a Georgia license September 1980 and
a California  license  December 1985. Ms. Turner is currently a Certified Public
Accountant.  Ms. Turner started her  professional  career over 20 years ago with
Peat, Marwick,  Mitchell, a national CPA firm from September 1975 to April 1977.
She was also  audit  manager  for the  Commercial  Loan  Department  of  General
Electric Credit Corporation in Palo Alto,  California from November 1978 to July
1981. Ms. Turner  previously  managed the tax department of McGilloweay & Elstob
in California  from December 1984 to September 1987, and has been the proprietor
of her own CPA firm since  1987.  Ms.  Turner  handles the  Company's  financial
matters,  including financial statement preparation,  tax returns, budgeting and
forecasting.


ITEM 10. Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth, as of March 31, 2000, information regarding
the  beneficial  ownership  of shares by each person known by the Company to own
five percent or more of the outstanding  shares, by each of the directors and by
the officers and directors as a group.

<TABLE>
<CAPTION>
                           Name and address                            Amount of                          Percent
Title of class             of beneficial owner                         beneficial ownership               of class
--------------             -------------------                         --------------------               --------
<S>                        <C>                                         <C>                                <C>
Common Stock               Natalie Shahvaran                           1,250,000                          44%
                           P.O. Box 22851
                           Carmel, CA 93922

Common Stock               Internet Finance.com, Inc.                  1,210,000                          43%
                           200 Camino Aguajito, #200
                           Monterey, CA 93940

Common Stock               Monterey Ventures, Inc.                        50,000                          1.8%
                           200 Camino Aguajito, #200
                           Monterey, CA 93940

Common Stock               Michael A. Strahl                              20,000                          0.7%
                           814 Bel Air Way
                           Salinas, CA 93901

Common Stock               Susan F. Turner                                20,000                          0.7%
                           P.O. Box 3687
                           Carmel, CA 93921

Common Stock               Directors and Officers                      1,290,000                          45%
                           As a group (3 persons)

</TABLE>

*    Robert  Strahl,  father of Michael  Strahl,  officer  and  director  of the
     Company is the  beneficial  owner of the shares of common  stock  issued to
     Internet Finance.com, Inc.

ITEM 11. Certain Relationships and Related Transactions.

         None.

                                     PART IV

ITEM 12. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

         There are no exhibits or reports on Form 8-K to be filed.


                                   SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

                                                     TRADING SOLUTIONS.COM, INC.


Date: 7/14/00                                       By: /s/ Natalie Shahvaran
-------------                                       -------------------------
                                                    Natalie Shahvaran, President





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