SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: October 28, 1996
(Amending Report Dated August 28, 1996)
SUARRO COMMUNICATIONS, INC.
(f/k/a/ SOLUTIONS, INCORPORATED)
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
0-23512 84-1273503
(Commission File No.) (IRS Employer
Identification No.)
1635 N.E. Loop 410
Suite 900
San Antonio, Texas 78209
(Address of principal
executive offices)
Registrant's telephone number, including area code: (210) 805-0599
Page 1 of 12 pages.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
(1) Suarro Communications, Inc.
Audited Financial Statements for the Fiscal
Year Ended April 30, 1996, and for the interim
period May 1, 1996 through October 16, 1996
(c) Exhibits.
All exhibits applicable were previously filed with the
Form 8-K dated August 28, 1996, and Amendment No. 1
thereto dated September 6, 1996
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R. E. Bassie & Co.
Certified Public Accountants
Suarro Communications, Inc.
(A Development Stage Company)
Financial Statements
August 16, 1996 and April 30, 1996
(With Independent Auditors'
Report Thereon)
3
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SUARRO COMMUNICATIONS, INC.
(A Development Stage Company)
Index
Independent Auditors' Report
Financial Statements:
Balance Sheets - August 16, 1996 and April 30, 1996
Statement of Operations - For the Period from May 1, 1996 to
August 16, 1996 and For the year ended April 30, 1996,
and for the period from August 18, 1988 (date of
inception) to August 16, 1996
Statement of Stockholders' Equity - For the Period from
August 18, 1988 (date of inception) to August 16, 1996
Statements of Cash Flows - For the Period from May 1, 1996
to August 16, 1996 and For the year ended April 30, 1996,
and for the period from August 18, 1988 (date of
inception) to August 16, 1996
Notes to Financial Statements
All schedules have been omitted because they are not applicable,
not required, or because the information is included in the
financial statements or notes thereto.
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R. E. Bassie & Co.
Certified Public Accountants
7100 Regency Square Blvd., Suite 135
Houston, Texas 77036-3208
Tel: (713) 266-0691 Fax: (713) 266-0692
Independent Auditors' Report
The Board of Directors
Suarro Communications, Inc.:
We have audited the financial statements of Suarro Communications,
Inc. (a Development Stage Company) as listed in the accompanying
index. 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. The financial
statements of Suarro Communications, Inc. as of April 30, 1996 and
for the preceding periods were audited by other auditors whose
report dated June 1, 1996 expressed an unqualified opinion on these
statements.
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 presents
fairly, in all material respects, the financial position of Suarro
Communications, Inc. as of August 16, 1996, and the results of its
operations and its cash flows for the period from May 1, 1996 to
August 16, 1996, 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 5 to the financial statements, the Company is a newly
organized development stage corporation with limited capital.
Successful development and marketing of the Company's products and
the procurement of additional financing is necessary for the
Company to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome
of this uncertainty.
October 24, 1996
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<TABLE>
SUARRO COMMUNICATIONS, INC.
(A Development Stage Company)
Balance Sheets
August 16, 1996 and April 30, 1996
<CAPTION>
August 16, April 30,
Assets 1996 1996
__________ _________
<S> <C> <C>
Cash $ 113 $ 1,870
Proprietary telecommunication and
Internet costs (note 2) 349,382 349,382
Total assets $349,495 351,252
Liability and Stockholders Equity
Liabilities 0 0
_________ _________
Total liabilities 0 0
_________ _________
Stockholders' equity (notes 2 and 3):
Preferred stock, no par value,
Authorized 1,000,000 shares;
issued and outstanding, 0 shares 0 0
Common stock, $.001 par value.
Authorized 20,000,000 shares;
issued and outstanding, 6,200,000
shares 6,200 6,200
Additional 347,334 347,334
Deficit accumulated during the (4,039) (2,282)
Total stockholders' equity 349,495 351,252
Total liabilities and
stockholders' equity $349,495 $351,252
<FN>
See accompanying notes to financial statements.
</TABLE>
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<TABLE>
SUARRO COMMUNICATIONS, INC.
(A Development Stage Company)
Statements of Operations
For the period from May 1, 1996 to August 1996,
and the Year ended April 30, 1996, and the Period
from August 18, 1988 (Date of Inception)
to August 16, 1996
<CAPTION>
August 18,
May 1 1988
1996 to Year Ended (Inception) to
August 16, April 30, August 16,
1996 1996 1996
__________ __________ _________
<S> <C> <C> <C>
Revenue $ 0 0 0
Expenses 1,757 1,782 4,039
Net loss $ (1,757) (1,782) (4,039)
<FN>
See accompanying notes to financial statements.
</TABLE>
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<TABLE>
SUARRO COMMUNICATIONS, INC.
(A Development Stage Company)
Statement of Stockholders' Equity
For the Period from August 18, 1988 (Date of Inception) to August 16, 1996
<CAPTION>
Deficit
Accumulated
Additional during the Total
Preferred Common Paid-in Development Stockholders'
Stock Stock Capital Stage Equity
_________ _________ _________ ___________ ____________
<S> <C> <C> <C> <C> <C>
Balance, August 18, 1988 $ 0 0 $ 0 $ 0 $ 0
Issuance of 50,000 shares
of common stock 0 50 450 0 500
Stock split, 20 to 1 0 950 (450) 0 500
Issuance of 5,200,000 shares
of common stock 0 5,200 347,334 0 352,534
Net loss 0 0 0 (4,039) 0
Balance, August 26, 1996 $ 0 6,200 347,334 (4,039) 349,495
<FN>
See accompanying notes to financial statements.
</TABLE>
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<TABLE>
SUARRO COMMUNICATIONS, INC.
(A Development Stage Company)
Statements of Cash Flows
For the period from May 1, 1996 to August 16, 1996, and
the Year ended April 30, 1996, and the Period from August 18, 1988
(Date of Inception) to August 16, 1996
<CAPTION>
August 18,
May 1, 1988
1996 to Year Ended (Inception) to
August 16, April 30, August 16,
1996 1996 1996
__________ _________ __________
<S> <C> <C> <C>
Cash Flows from operating activities:
Deficit accumulated during the
development stage $ (1,757) (1,782) (4,039)
Service provided in exchange
for stock 0 0 500
Net cash provided by operating
activities (1,757) (1,782) (3,539)
Cash flows from investing activities 0 0 0
Cash flows from financing activities 1,870 1,782 3,652
Net increase in cash 113 0 113
Cash, beginning of period 0 0 0
Cash, end of period $ 113 0 113
Supplemental disclosures:
Noncash investing and
financing activities 0 0 0
<FN>
See accompanying notes to financial statements.
</TABLE>
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SUARRO COMMUNICATIONS, INC.
(A Development State Company)
Notes to Financial Statements
August 16, 1996
(1) Organization
Suarro Communications, Inc. (the Company), a Nevada corporation,
was incorporated on August 18, 1988. The Company was formed as a
consolidation vehicle for the purpose of delivering cost effective
national on-line business services and products through the
Internet.
The Company acquired proprietary telecommunication products
developed for the Internet from the two common stock shareholders.
The Company is in the process of initiating the marketing of its
first product, Annual Reports On-Line, as well as other Internet
related products. To date there have been no sales orders.
(2) Merger
Effective August 16, 1996, the Company acquired all of the
outstanding common stock of Suarro Communications, Inc. by issuing
5,200,000 shares of its authorized common stock. As a result of
the consummation of this share exchange, the Company undertook a
forward split of its common stock whereby 20 shares of common stock
was issued in exchange for 1 share of common stock, increased its
authorized capitalization to 20,000,000 shares of common stock and
authorized 1,000,000 shares of preferred stock, and changed its
name to Suarro Communications, Inc.
The merger was accounted for by the "pooling of interests" method
of accounting.
(3) Proprietary Telecommunication and Internet Costs
The costs of developing the proprietary telecommunication and
Internet products were incurred prior to incorporation of the
Company. Material and contract services totaling $141,382 were
paid by two individuals or their wholly-owned company. In
addition, the shareholders valued their personal time in producing
the technology at $208,000. Upon incorporation, the Company
recorded as an asset, $349,382 of purchased proprietary
telecommunication and Internet costs acquired from the two
individuals by issuing 300,000 shares of common stock.
The cost of proprietary telecommunication and Internet costs will
be amortized on a straight-line basis over the estimated economic
lives of the respective products.
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(4) Development Stage Operations
The Company is currently in the developmental stage and has no
significant operations to date.
(5) Going Concern
The Company is a newly organized development stage corporation that
has not commenced operations as of August 16, 1996. This factor,
together with its limited capital, among others, indicate that the
Company may be unable to continue its operations without successful
development and marketing of the Company's products and the
procurement of additional financing.
The accompanying financial statements have been prepared on the
assumption that the Company will continue in business, which
contemplates the realization of assets through continuing
operations. No adjustments have been made to reflect potentially
lower realizable value of assets should the Company be unable to
continue its operations, as the outcome of the above matter is not
currently determinable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934 the registrant has duly caused this amended report to
be signed on its behalf by the undersigned hereunto duly
authorized.
SUARRO COMMUNICATIONS, INC.
f/k/a SOLUTIONS, INCORPORATED
By: /s/ Michael McAuliffe
Michael McAuliffe,
President
Dated: October 28, 1996
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