U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 2054
AMENDMENT NO. 1
TO
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12 (g) OF THE SECURITIES EXCHANGE ACT OF 1934
1 SOLUTION CORPORATION
----------------------
(Name of Small Business Issuer in Its Charter
DELAWARE 95-4737484
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14724 VENTURA BOULEVARD, SUITE 2, SHERMAN OAKS, CA 91403
------------------------------------------------------------------
(Address of Principal Executive Office (ZipCode)
(818) 971-5100
--------------
Telephone Number
Securities to be registered under Section 12(b)
of the Exchange Act:
None
Securities to be registered under Section 12(g)
of the Exchange Act:
COMMON STOCK, $0.001 PAR VALUE
------------------------------
(Title of class)
<PAGE>
PART I
Page
Item 1. Description of Business............................................1
Item 2. Management's Discussion and Analysis or Plan of Operation..........3
Item 3. Description of Property............................................3
Item 4. Security Ownership of Certain Beneficial Owners and Management.....3
Item 5. Executive Officers, Promoters and Control Persons..................4
Item 6. Executive Compensation.............................................5
Item 7. Certain Relationships and Related Transactions.....................5
Item 8. Description of Securities..........................................5
PART II
Item 1. Market Price of and Dividends on the Registrants Common
Equity and Other Shareholder Matters.............................6
Item 2. Legal Proceedings..................................................6
Item 3. Changes in and Disagreements with Accountants......................7
Item 4. Recent Sales of Unregistered Securities............................7
Item 5. Indemnification of Directors and Officers..........................7
PART F/S
Financial Statements..........................................................8
PART III
Item 1. Index to Exhibits..................................................9
Item 2. Description of Exhibits............................................9
Signatures...................................................................10
i
<PAGE>
PART I
Item 1. Description of Business.
COMPANY DIRECTION
1 SOLUTION will be a full service marketing consulting company formed to
take advantage of the business opportunity created by the surge in new internet
initiatives changing the face of the economy. The speed with which web
initiatives have upset traditional business models is staggering. This event has
created the need for Fortune 1000 companies to rethink their marketing
strategies in an attempt to keep a stranglehold on their specific markets. It
has also opened the door for more new web initiatives to follow their
predecessors in an attempt to stake their claim in cyberspace. Effective
execution of marketing and communications strategies is crucial to the success
of both sides. 1 SOLUTION will be uniquely equipped to straddle both sides of
this continuum offering marketing services on a single discipline and/or full
spectrum basis dependent on client needs. New web companies are looking for a
full suite of services while the Fortune 1000 is looking more for single
discipline solutions that can be easily integrated into existing
infrastructures.
1 SOLUTION will offer incentive, media, cause, sports, event, relationship
and sponsorship marketing capabilities through strategic partnerships and will
not limit itself through representation as an advertising agency. The company
will operate more akin to a Carlson Marketing Group than a McCann Erickson.
Placing incentive/performance marketing disciplines at the core of the company
holds more promise, more profitability in the long term.
OPERATING PHILOSOPHY
The 1 SOLUTION operating philosophy is based on the premise that the speed
with which a company moves in today's marketplace to develop and execute an
effective marketing strategy will ultimately determine its viability.
OPERATING MODEL
1 SOLUTION will exercise its internal brain trust to develop marketing
strategies for its client base and at the outset will outsource execution to
strategic partners who boast leadership positions in their respective
disciplines. The company will develop in-house execution commensurate with
development of its account base.
1 SOLUTION's competitive advantage is a combined 37 years of strategic
marketing services planning and negotiating skills. 1 SOLUTION's unique
perspective will come from operating on the service provider side (the likes of
CBS, Chancellor Media, Univision and MCIPG) versus the client side... a
perspective that provides a true cost/opportunity evaluation. 1 SOLUTION's
revenue stream will be commission/fee based and will depend largely on the
company's ability to deliver marketing value against client objectives.
1
<PAGE>
STRATEGIC PARTNERSHIPS
Incentive Marketing
- -------------------
MCI Performance Group - MCIPG is a highly respected player in the $20
billion business incentive marketing arena. 1 SOLUTION will access MCIPG's
Travel Planning and Management, Communications and Creative Services,
Administration, Merchandise and Innovations Divisions to engineer quality
programs for its clientele. The scope and range of marketing solutions is far
reaching, some of the most popular areas of activity are; Sales Incentives,
Honor and Recognition Programs, Productivity and Behavior Modification, Idea
Generation, Safety and Service and Product Knowledge Training. MCIPG's client
roster includes American Airlines, Frito Lay, Lucent Technologies and Toyota
Motor Sales.
Media Marketing
- ---------------
1 SOLUTION will have the ability to plan and execute traditional media
marketing campaigns across multiple platforms including Television, Radio,
Outdoor and Transit. This will be easily accomplished through the advent of
media organizations such as CBS Plus, Infinity Promotions Group, Chancellor
Marketing Group and the combined marketing expertise of the company's
principles. 1 SOLUTION also fully understands the need for On-Line Marketing
capabilities and is in the process of evaluating strategic partnerships in this
arena.
Cause Marketing
- ---------------
Entertainment Industry Foundation - Founded in 1942, EIF is the
entertainment industry's philanthropic development and execution arm. EIF has
raised and distributed more than $140 million for charitable organizations. The
foundation's umbrella Initiatives Program focuses on Education, Health and
Environment. 1 SOLUTION will access for its client base EIF's cause marketing
capabilities including establishment of funding criteria for programs as well as
access to 501C3 status and celebrity talent. EIF has operated cause marketing
campaigns for Lexus, American Express, Excite@Home, and Wine.com to name a few.
Sports/Event Marketing
- ----------------------
1 SOLUTION will have the ability to work directly with major sports leagues
and/or individual athletes. 1 SOLUTION will prefer to work with multiple firms
in this discipline as no one organization offers the level of capabilities
necessary to serve broad and diverse client needs.
2
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
RESULTS OF OPERATIONS
The following discussion and analysis below should be read in
conjunction with the financial statements, including the notes thereto,
appearing elsewhere in this Registration Statement. For the period since
inception (July 21, 1998) through December 31, 1999, during the Company's
development stage, the Company has no cash and has generated a net loss of
($1,095).
FINANCIAL CONDITION AND LIQUIDITY
The Company has limited liquidity and has an ongoing need to finance
its activities. To date, the Company currently has funded these cash
requirements by offering and selling its Common Stock, and has issued 375,000
shares of Common Stock for net proceeds of $1,000.00. The Company expects to
fund its immediate needs through private placements of its securities and may
seek a suitable business combination.
PLAN OF OPERATION
The Company has registered a dot.com name and has determined it can begin
conducting its business with limited financing that it has arranged.
Item 3. Description of Property.
The Company's executive and administrative offices are located at 14724
Ventura Boulevard, Suite 2, Sherman Oaks, CA 91403. The Company pays no rent for
use of the office and does not believe that it will require any additional
office space in the foreseeable future in order to carry out its plan of
operations described herein.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth as of December 31, 1999 certain
information relating to the ownership of the common stock.
Name and Address of Amount and Nature of Percent of
Beneficial Owner (1) Beneficial Ownership (2) Class (2)
- -------------------- ------------------------ ----------
Appletree Investment Company, Ltd 375,000(3) 100.00%
PageOne Business Productions, LLC 37,500 10.00%
George Todt 37,500(4) 10.00%
Besty Rowbottom 37,500(4) 10.00%
James Walters 37,500(4) 10.00%
All officers and directors as a group 37,500(4) 10.00%
(3 persons)
3
<PAGE>
- ------------------------
(1) Unless otherwise indicated, the address of each beneficial owner is in the
care of 1 Solution Corporation, 14724 Ventura Boulevard, Suite 2, Sherman
Oaks, CA 91403.
(2) Unless otherwise indicated, 1 Solution believes that all persons named in
the table have sole voting and investment power with respect to all shares
of common stock beneficially owned by them. A person is deemed to be the
beneficial owner of securities which may be acquired by such person within
60 days from the date of this registration statement upon the exercise of
options, warrants or convertible securities. Each beneficial owner's
percentage of ownership is determined by assuming all options, warrants or
convertible securities that are held by such person (but not held by any
other person) and which are exercisable or convertible within 60 days of
this registration statement have been exercised or converted. Percent of
Class (third column above) assumes a base of 375,000 shares of common stock
outstanding as of December 31, 1999.
(3) Consists of 337,500 shares held of record by Appletree Investment Company,
Ltd., an Isle of Man corporation, and 37,500 shares held of record by
PageOne Business Productions, LLC, a Delaware limited liability company, of
which Appletree is a managing member.
(4) Consists solely of 37,500 shares of common stock held by PageOne Business
Productions, LLC, a Delaware limited liability company, of which Messrs.
Todt and Walters and Appletree Investment Company, Ltd. are managing
members and Ms. Rowbottom is Vice President.
Item 5. Directors, Executive Officers, Promoters and Control persons.
The following table sets forth certain information with respect to the
directors and executive officers of 1 Solution.
Name Age(1) Position
- ---- ------ --------
George Todt........................ 46 Director
James Walters...................... 47 President, Vice President
and Treasurer
Betsy Rowbottom.................... 28 Secretary
- ------------
(1) The ages of Messrs. Todt and Walters and Ms. Rowbottom are listed as of
December 31, 1999.
Our director and executive officers devote such time and attention to the
affairs of 1 Solution as they believe reasonable and necessary. Set forth below
is a description of the background of our director and executive officers.
4
<PAGE>
George A. Todt was the President from inception until November 30, 1999. He
has been the sole director since the inception of 1 Solution. Since 1996, Mr.
Todt has been a managing member of PageOne Business Productions, LLC, a Delaware
limited liability company. From 1990 to 1995, Mr. Todt was the chief executive
officer of REPCO, Inc., a worldwide designer and builder of environmental
facilities.
James Walters has been the President since November 30, 1999, and
Vice-President and the Treasurer of 1 Solution since its inception. For more
than 20 years, Mr. Walters has been engaged as a certified public accountant
with the Los Angeles, California-based firm of Kellogg & Andelson.
Besty Rowbottom became Secretary of 1 Solution in June 1999. She has been
employed by PageOne since 1997 and has served as its Vice President since March
1999. From 1994 to 1997, Ms. Rowbottom served as a talent agent at HSI
Productions, a Chicago, Illinois-based video production company.
Our board of directors currently consists of one member, who serves in such
capacity for a one-year term or until his successor has been elected and
qualified, subject to earlier resignation, removal or death. The number of
directors constituting the board of directors may be increased or decreased (but
not below the minimum number required by applicable law) from time to time by
resolution of the board of directors. Our officers serve at the discretion of
the board of directors, subject to any effective contractual arrangements.
Item 6. Executive Compensation.
Consistent with our present policy, no director or executive officer of 1
Solution receives compensation for services rendered to the company. However,
these persons are entitled to be reimbursed for expenses incurred by them in
pursuit of our business objectives.
Item 7. Certain Relationships and Related Transactions.
Not Applicable.
Item 8. Description of Securities.
Common Stock
- ------------
1 Solution is authorized to issue 100,000,000 shares of common stock, par
value $0.001 per share. Holders of common stock are entitled to one vote for
each share held of record on all matters on which the holders of common stock
are entitled to vote. There are no redemption or sinking fund provisions
applicable to the common stock. The outstanding shares of common stock are, and
the common stock issuable pursuant to this prospectus will be, when issued,
fully paid and nonassessable.
5
<PAGE>
Preferred Stock
- ---------------
1 Solution is authorized to issue 8,000,000 shares of "blank check"
preferred stock, par value $0.001 per share, in one or more series from time to
time with such designations, rights and preferences as may be determined from
time to time by the Board of Directors, including, but not limited to (i) the
designation of such series; (ii) the dividend rate of such series, the
conditions and dates upon which such dividends shall be payable, the relation
which such dividends shall bear to the dividends payable on any other class or
classes or series of 1 Solution's capital stock and whether such dividends shall
be cumulative or non-cumulative; (iii) whether the shares of such series shall
be subject to redemption for cash, property or rights, including securities of
any other corporation, by 1 Solution or upon the happening of a specified event
and, if made subject to any such redemption, the times or events, prices, rates,
adjustments and other terms and conditions of such redemptions; (iv) the terms
and amount of any sinking fund provided for the purchase or redemption of the
shares of such series (v) whether or not the shares of such series shall be
convertible into, or exchangeable for, at the option of either the holder or 1
Solution or upon the happening of a specified event, shares of any other class
or classes or of any other series of the same class of 1 Solution's capital
stock and, if provision be made for the conversion or exchange, the times or
events, prices, rates, adjustments and other terms and conditions of such
conversions or exchanges; (vi) the restrictions, if any, on the issue or reissue
of any additional preferred stock; (vii) the rights of the holders of the shares
of such series upon the voluntary or involuntary liquidation, dissolution or
winding up of 1 Solution; and (viii) the provisions as to voting, optional
and/or other special rights and preferences, if any, including, without
limitation, the right to elect one or more directors. Accordingly, the Board of
Directors is empowered, without stockholder approval, to issue preferred stock
with dividend, liquidation, conversion, voting or other rights which adversely
affect the voting power or other rights of the holders of the common stock. In
the event of issuance, the preferred stock could be utilized, under certain
circumstances, as a way of discouraging, delaying or preventing an acquisition
or change in control of 1 Solution. 1 Solution does not currently intend to
issue any shares of its preferred stock.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common
Equity and Other Shareholder Matters.
There is currently no market for 1 Solution's securities. 1 Solution has
never paid cash dividends on its common stock. Payment of future dividends will
be within the discretion of 1 Solution's Board of Directors and will depend on,
among other factors, retained earnings, capital requirements and the operating
and financial condition of 1 Solution.
Item 2. Legal Proceedings.
1 Solution is not currently a party to any pending legal proceedings.
6
<PAGE>
Item 3. Changes in and Disagreements with Accountants.
Not Applicable.
Item 4. Recent Sales of Unregistered Securities.
In March 1999, 1 Solution issued 900,000 shares of common stock to
Appletree and 100,000 shares of common stock to Page One. The purchase price for
these shares was $0.001 per share. The shares were sold pursuant to a 504
Private Placement Offering. There was no underwriter or placement agent involved
in the offer or sale of these securities and there was no public solicitation or
advertisement by 1 Solution in connection with the offer or sale of these
securities. The foregoing issuances of common stock were exempt from
registration under the Securities Act of 1933, as amended, pursuant to Section
4(2) thereof.
Item 5. Indemnification of Directors and Officers.
1 Solution's Restated Certificate of Incorporation limits the liability of
its directors to 1 Solution or 1 Solution's stockholders for monetary damages
arising from a breach of fiduciary duty owned to 1 Solution or 1 Solution's
stockholders to the fullest extent permitted by the Delaware General Corporation
Law.
1 Solution's Restated Certificate of Incorporation and its Bylaws provide
for the indemnification by 1 Solution of each person (including the heirs,
executors, administrators, or estate of such person) who is or was a director or
officer of 1 Solution to the fullest extent permitted or authorized by law,
including attorneys' fees. Section 145 of the Delaware General Corporation Law
provides in relevant part that a corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful.
7
<PAGE>
In addition, Section 145 provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper. Delaware law further provides that nothing
in the above-described provisions shall be deemed exclusive of any other rights
to indemnification or advancement of expenses to which any person may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of 1 Solution
pursuant to the above statutory provisions or otherwise, 1 Solution has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
PART F/S
The following financial statements of 1 Solution Corporation, a development
stage company, are contained on Pages F-1 through F-8:
REPORT OF INDEPENDENT AUDITOR WEINBERG & COMPANY, P.A., CERTIFIED
PUBLIC ACCOUNTANTS, DATED APRIL 6, 2000.
BALANCE SHEET AS OF DECEMBER 31, 1999
STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999 AND FOR
THE PERIOD FROM JULY 21, 1998 (INCEPTION) TO DECEMBER 31, 1999
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY FOR THE PERIOD FROM
JULY 21, 1998 (INCEPTION) TO DECEMBER 31, 1999
STATEMENTS OF CASH FLOW FOR THE YEAR ENDED DECEMBER 31, 1999 AND FOR
THE PERIOD FROM JULY 21, 1998 (INCEPTION) TO DECEMBER 31, 1999
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999.
8
<PAGE>
AUDITOR'S REPORT
To the Board of Directors of:
1 Solution Corporation
We have audited the accompanying balance sheet of 1 Solution Corporation (a
development stage company) as of December 31, 1999 and the related statements of
operations, changes in stockholders' deficiency and cash flows for the year then
ended and for the period from July 21, 1998 (inception) to December 31, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we 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 disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of 1 Solution Corporation (a
development stage company) as of December 31, 1999, and the results of its
operations and its cash flows for the year then ended and for the period from
July 21, 1998 (inception) to December 31, 1999, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company is a development stage company without
operations and has an operating loss of $1,095 and a working capital deficiency
of $95. These factors raise substantial doubt about its ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
April 6, 2000
F-1
<PAGE>
1 SOLUTION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
TOTAL ASSETS $ -
=======
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES
Loan payable to principal stockholder $ 95
-------
TOTAL LIABILITIES 95
-------
STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value, 8,000,000 shares
authorized, none issued and outstanding -
Common stock, $0.001 par value, 100,000,000 shares
authorized, 375,000 issued and outstanding 375
Additional paid-in capital 625
Accumulated deficit during development stage (1,095)
-------
TOTAL STOCKHOLDERS' DEFICIENCY (95)
-------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ -
=======
See accompanying notes to financial statements
F-2
<PAGE>
1 SOLUTION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Year July 21, 1998
Ended December (Inception) to
31, 1999 December 31, 1999
-------------- ------------------
REVENUES $ - $ -
-------- ------------
EXPENSES
Accounting fees 500 500
Bank charges 95 95
Legal fees 500 500
-------- ------------
NET LOSS $ (1,095) $ (1,095)
======== ============
Net loss per share - basic and diluted $ (0.004) $ (0.006)
======== ============
Weighted average number of shares
outstanding during the period -
basic and diluted 275,342 189,981
======== ============
See accompanying notes to financial statements
F-3
<PAGE>
1 SOLUTION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM JULY 21, 1998 (INCEPTION) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During
--------------------- Paid-In Development
Shares Amount Capital Stage Total
--------- --------- ----------- ------------ --------
<S> <C> <C> <C> <C> <C>
Common stock issued for cash 375,000 $ 375 $ 625 $ - $ 1,000
Net loss for the year ended December 31,
1999 - - - (1,095) (1,095)
------- ------- --------- ------------- --------
Balance, December 31, 1999 375,000 $ 375 $ 625 $ (1,095) $ (95)
======= ======= ========= ============= ========
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE>
1 SOLUTION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
July 21,
For the Year 1998
Ended (Inception)
December To December
31, 1999 31, 1999
---------- -----------
Cash flows from operating activities
Net loss $(1,095) $(1,095)
Adjustments to reconcile net loss to net
cash used in operating act - -
------- -------
Net cash used in operating activities (1,095) (1,095)
------- -------
Cash flows from financing activities
Proceeds from issuance of common stock 1,000 1,000
Loan proceeds from principal stockholder 95 95
------- -------
Net cash provided by financing activities 1,095 1,095
------- -------
NET INCREASE IN CASH - -
CASH AND CASH EQUIVALENTS - BEGINNING - -
------- -------
CASH AND CASH EQUIVALENTS - ENDING
$ - $ -
======= =======
See accompanying notes to financial statements
F-5
<PAGE>
1 SOLUTION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ------- ------------------------------------------
(A) Organization and Description of Business
1 Solution Corporation (a development stage company) (the "Company")
was incorporated in the State of Delaware on July 21, 1998 to serve as
a vehicle to engage in an internet-based business. At December 31,
1999, the Company had not yet commenced any revenue-generating
business operations, and all activity to date relates to the Company's
formation, proposed fund raising and business plan development.
The Company's ability to commence revenue-generating operations is
contingent upon its ability to implement its business plan and raise
the additional capital it will require through the issuance of equity
securities, debt securities, bank borrowings or a combination thereof.
(B) Use of Estimates
In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ from
those estimates.
(C) Cash and Cash Equivalents
For purposes of the cash flow statements, the Company considers all
highly liquid investments with original maturities of three months or
less at time of purchase to be cash equivalents.
(D) Income Taxes
The Company accounts for income taxes under the Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 109.
"Accounting for Income Taxes" ("Statement No.109"). Under Statement
No. 109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109, the effect
on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
There were no current or deferred income tax expenses or benefits due
to the Company not having any material operations for the year ended
December 31, 1999.
F-6
<PAGE>
1 SOLUTION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
- ------- ------------------------------------------
(E) Loss Per Share
Net loss per common share for the year ended December 31, 1999 and for
the period from July 21, 1998 (inception) to December 31, 1999 is
computed based upon the weighted average common shares outstanding as
defined by Financial Accounting Standards No. 128 "Earnings Per
Share". There were no common stock equivalents outstanding at December
31, 1999.
NOTE 2 LOAN PAYABLE TO PRINCIPAL STOCKHOLDER
The loan payable to principal stockholder is a non-interest-bearing
loan payable to PageOne Business Productions, LLC. The amount is due
and payable on demand.
NOTE 3 STOCKHOLDERS' DEFICIENCY
The Company was originally authorized to issue 2,000 shares of common
stock at $.01 per share par value. The Company issued 900 and 100
shares to AppleTree Investment Company, Ltd. and PageOne Business
Productions, LLC, respectively.
Management subsequently filed an amendment to the articles of
incorporation with the State of Delaware, which increased the number
of authorized common shares to 100,000,000, effected a 375 to 1 split
of the 1,000 previously issued common shares and created 8,000,000
authorized shares of preferred stock, of which the issuance, rights
and other terms are to be determined by the Company's Board of
Directors. In addition, the par value of the common stock was changed
to $0.001 per share and the par value of the new preferred stock was
set at $0.001 per share.
The financial statements at December 31, 1999 give retroactive effect
to common stock split, new authorized share amounts, and par values
enumerated in the amended certificate of incorporation. As of December
31, 1999, no preferred shares have been issued.
F-7
<PAGE>
1 SOLUTION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 4 GOING CONCERN
As reflected in the accompanying financial statements, the Company had
a net loss of $1,095, a working capital deficiency of $95 and has not
generated any revenues since it has not yet implemented its business
plan. The ability of the Company to continue as a going concern is
dependent on the Company's ability to raise additional capital and
implement its business plan. The financial statements do not include
any adjustments that might be necessary if the Company is unable to
continue as a going concern.
The Company intends to implement its business plan and is seeking
funding through the private placement of its equity or debt securities
or may seek a combination with another company already engaged in its
proposed business. Management believes that actions presently being
taken provide the opportunity for the Company to continue as a going
concern.
F-8
<PAGE>
PART III
Item 1. Index to Exhibits
The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name
- ---------- ------------
3.1 Restated Certificate of Incorporation of the Registrant.*
3.2 By-Laws of the Registrant.*
27 Financial Data Schedule (incorporated herein by reference to
Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1999).
Item 2. Description of Exhibits
See Item 1 above.
9
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
1 SOLUTION CORPORATION
(Registrant)
/s/ James Walters
Amendment No. 1 ------------------------
Date: April 26, 2000 By: James Walters
President
10
