U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-QSB
Quarterly Report Under
the Securities Exchange Act of 1934
For Quarter Ended: July 31, 1996
Commission File Number: 0-24590
SUARRO COMMUNICATIONS, INC.
(f/k/a SOLUTIONS, INCORPORATED)
(Exact name of small business issuer as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
84-1273503
(IRS Employer Identification No.)
1635 N.E. Loop 410, Suite 900
San Antonio, Texas
(Address of principal executive offices)
78209
(Zip Code)
(210) 929-1800
(Issuer's Telephone Number)
SOLUTIONS, INCORPORATED
6 Venture, Suite 207
Irvine, California 92718
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days: Yes
__X__ No ____.
The number of shares of the registrant's only class of common stock issued and
outstanding, as of July 31, 1996 was 50,000 shares.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements for the three month period ended July
31, 1996, are attached hereto.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Financial
Statements and notes thereto included herein.
The Company generated no revenues during the three month period ending July
30, 1996. Management of the Company anticipates that the Company will not
generate any significant revenues until the Company accomplishes its business
objective of merging with a nonaffiliated entity or acquiring assets from the
same.
The Company's securities are currently not liquid. There are no market
makers in the Company's securities and it is not anticipated that any market
will develop in the Company's securities until such time as the Company
successfully implements its business plan of engaging in a business opportunity,
either by merger or acquisition of assets. The Company presently has no liquid
financial resources to offer such a candidate and must rely upon an exchange of
its stock to complete such a merger or acquisition.
Because the Company is not required to pay rent or salaries to any of its
officers or directors, management believes that the Company has sufficient funds
to continue operations through the foreseeable future.
Subsequent Event
On August 16, 1996, the Company consummated a share exchange transaction
with Suarro Communications, Inc. ("Suarro"), a privately held Texas corporation,
wherein it exchanged 5,200,000 shares of its authorized common stock in exchange
for all of the issued and outstanding stock of Suarro. As a result of the
consummation of this share exchange, the Company undertook a forward spit 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 5,200,000 shares of the
Company's stock issued to the shareholders of Suarro represented approximately
84% of the Company's then outstanding common stock and, as a result thereof, the
officers and directors of the Company resigned and management of the Company was
vested in a new Board of Directors consisting of principals of Suarro and new
offices were appointed. Suarro is a development stage company with proprietary
"on-line" products for the computer internet and intends to enter the
telecommunications industry and provide a variety of telecommunications services
to its clients. Although Suarro has not generated revenues to date from its
operations, present management believes that it will be able to implement its
business plan and provide the Company's shareholders with the potential to
establish liquidity in the Company's securities.
2
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - NONE
ITEM 2. CHANGES IN SECURITIES - NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - NONE.
ITEM 5. OTHER INFORMATION - NONE.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -
(a) Exhibits
EX-27 Financial Data Schedule
(b) Reports on Form 8-K
The Registrant filed a Form 8-K on June 5, 1996, reporting the
execution of a letter of intent on April 25, 1996, with Suarro Communications,
Inc. ("Suarro"), a privately held Texas corporation, and its subsidiaries,
whereby the Registrant agreed in principle to acquire all of the issued and
outstanding shares of Suarro in exchange for issuance by the Registrant of
5,200,000 previously unissued "restricted" common stock. A copy of the letter
of intent with Suarro was annexed to the Form 8-K as an Exhibit.
3
<PAGE>
<TABLE>
SOLUTIONS, INCORPORATED
(A Development Stage Company)
Unaudited
Balance Sheet
<CAPTION>
Unaudited Audited
July 31 April 30
1996 1996
_________ ___________
<S> <C> <C>
ASSETS
Current Assets - Cash $ 0 $ 0
_________ ___________
TOTAL ASSETS $ 0 $ 0
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities $ 0 $ 0
SHAREHOLDERS' EQUITY
Common Stock, No Par Value;
1,000,000 Shares Authorized,
50,000 Issued and Outstanding at
April 30, 1996, and July 31, 1996,
respectively $ 50 $ 50
Capital Paid In Excess of Par 2,232 2,232
Deficit Accumulated During
the Development Stage (2,282) (2,282)
_________ ___________
Total Shareholders' Equity $ (0) $ (0)
_________ ___________
TOTAL LIABILITIES
AND SHAREHOLDERS' EQUITY $ 0 $ 0
</TABLE>
4
<PAGE>
<TABLE>
SOLUTIONS, INCORPORATED
(A Development Stage Company)
Unaudited
Statement of Operations
<CAPTION>
For the For the August 18, 1988
Three Months Three Months (Inception)
Ended Ended Thru
July 31, July 31, July 31,
1996 1995 1996
____________ ____________ _____________
<S> <C> <C> <C>
Income $ 0 $ 0 $ 0
Expenses 1,782 0 2,282
Net (Loss) Accumulated
During The Development
Stage $ (1,782) $ 0 $ (2,282)
Net (Loss) Per Share $ ($0.04) $ ($0.00) $ ($0.05)
Common Shares
Outstanding 50,000 50,000 50,000
</TABLE>
5
<PAGE>
<TABLE>
SOLUTIONS, INCORPORATED
(A Development Stage Company)
Unaudited
Cash Flow Statement
<CAPTION>
For the For the August 18, 1988
Three Months Three Months (Inception)
Ended Ended Thru
July 31, July 31, July 31,
1996 1995 1996
____________ ____________ ______________
<S> <C> <C> <C>
Cash Flows From
Operating Activities:
Net Profit (Loss)
Accumulated During The
Development Stage $ (1,782) $ 0 $ (2,282)
Services Provided in
Exchange for Stock 0 0 500
Expenses Paid by
Shareholder 1,782 0 1,782
____________ ____________ _____________
Net Cash Flows
From Operations 0 0 0
Cash Flows From
Investing Activities 0 0 0
____________ ____________ _____________
Net Cash Provided
by Investing Activities 0 0 0
Cash Flows From
Financing Activities:
Issuance of Common Stock 0 0 0
____________ ____________ _____________
Net Cash Provided
by Financing Activities 0 0 0
____________ ____________ _____________
Net Increase (Decrease) in Cash 0 0 0
Cash At Beginning of Period 0 0 0
____________ ____________ _____________
Cash At End of Period $ 0 $ 0 $ 0
Supplementary Disclosure of
Cash Flow Information:
Noncash Financing Activities:
Common Stock Issued
For Services $ 0 $ 0 $ 500
</TABLE>
6
<PAGE>
<TABLE>
SOLUTIONS INCORPORATED
(A Development Stage)
Unaudited
Statement of Shareholders' Equity
<CAPTION>
Deficit
Accumulated
Number of Additional During the
Shares Common Paid In Development
Common Stock Stock Capital Stage Total
____________ ______ __________ ___________ _______
<S> <C> <C> <C> <C> <C>
Balance at
August 18, 1988 0 $ 0 $ 0 $ 0 $ 0
Issuance of Common Stock:
June 21, 1990 - For
Services At $.001
Per Share 50,000 $ 50 450 0 500
Net (Loss) (500) (500)
____________ ______ __________ ___________ _______
Balance at
April 30, 1988, 1989
1990, 1991, 1992,
1993, 1994 & 1995 50,000 50 450 (500) 0
April 30, 1996
Activity 1,782 1,782
Net (Loss)
April 30, 1996 (1,782) (1,782)
____________ _______ __________ ___________ _______
Balance at
April 30, 1996 50,000 50 2,232 (2,282) 0
Net (Loss)
July 31, 1996 0 0
____________ _______ __________ ___________ _______
Balance at
July 31, 1996 50,000 50 2,232 $ (2,282) $ 0
</TABLE>
7
<PAGE>
SOLUTIONS, INCORPORATED
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments necessary for a fair statement of (a) the results of
operations for the three month periods ended July 31, 1996 and 1995, and for
the periods from inception at August 18, 1988 to July 31, 1996, (b) financial
position at July 31, 1996 and April 30, 1996, and (c) the cash flows for the
three months ended July 31, 1996 and 1995 and for the period from inception,
August 18, 1988 (inception) to July 31, 1996 have been made.
NOTE 2.
The results for the three month period ended July 31, 1996 are not necessarily
indicative of the results for the entire fiscal year ended April 30, 1997.
NOTE 3.
In August 1994, the company undertook a reverse split of its issued and
outstanding common stock, whereby one share of common stock was issued in
exchange for 10 shares of common stock. A majority of the shareholders of the
Company ratified this action.
NOTE 4.
Subsequent to the three month period ended July, 31, 1996, and effective August
16, 1996, the Company consummated a Share Exchange Agreement with Suarro
Communications, Inc. ("Suarro"), a privately held Texas corporation, wherein it
issued 5,200,000 shares of its common stock (representing approximately 84% of
its issued and outstanding common stock) to the shareholders of Suarro in
exchange for all of the issued and outstanding shares of Suarro. As a result
of the Share Exchange Agreement, the Company's Board of Directors and officers
resigned and Michael McAuliffe and Kenneth L. Kisner were appointed as directors
and President and Secretary, respectively, of the Company; the Company
implemented a forward split of its issued and outstanding common stock as of
August 16, 1996, whereby 20 shares of common stock were issued in exchange for
1 share of common stock; and the Company amended its Articles of Incorporation
to change its name to "Suarro Communications, Inc." and to increase its
authorized capitalization to 20,000,000 common shares, $.001 par value per
share, and authorized 1,000,000 shares of no par value preferred stock. A
majority of the shareholders of the Company ratified these actions.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SUARRO COMMUNICATIONS, INC.
(Registrant)
Dated: August 29, 1996
By: s/Michael D. McAuliffe
Michael D. McAuliffe
President
9
<PAGE>
SUARRO COMMUNICATIONS, INC.
Exhibit Index to Quarterly Report on Form 10-QSB
For the Quarter Ended July 31, 1996
EXHIBITS Page No.
EX-27 Financial Data Schedule . . . . . . . . . . . . . . . . . . . . .11
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS CONTAINED IN THE FORM 10-QSB FOR THE QUARTER
ENDED JULY 31, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-END> JUL-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 50
<OTHER-SE> (50)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,782
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,782)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
