SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
[ ] Transitional Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended April 30, 1996
Commission File No. 0-23512
SOLUTIONS, INCORPORATED
(Name of small business issuer in its charter)
Nevada 84-1273503
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number
6 Venture
Suite 207
Irvine, California 92718
(714) 453-9262
(Address, including zip code and telephone number, including area
code, of registrant's executive offices)
Securities registered under Section 12(b) of the Exchange Act:
none
Securities registered under to Section 12(g) of the Exchange Act:
Common Stock
(Title of class)
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 preceding 12 months (or for such shorter period that the
Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure
will 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-KSB or any amendment to this
Form 10-KSB.
Issuer's revenues for its most recent fiscal year: $ -0-
(Continued on Following Page)
<PAGE>
State the aggregate market value of the voting stock held by non-
affiliates, computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such stock, as of
a specified date within the past 60 days: As of July 16, 1996: $0.
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of
July 23, 1996, there were 50,000 shares of the Company's common
stock issued and outstanding.
Documents Incorporated by Reference: Form 8-K dated April 30, 1996.
This Form 10-KSB consists of 23 pages.
There are no Exhibits to this Report.
<PAGE>
TABLE OF CONTENTS
FORM 10-KSB ANNUAL REPORT
SOLUTIONS INCORPORATED
PAGE
Facing Page
Index
PART I
Item 1. Description of Business..................... 4
Item 2. Description of Property..................... 6
Item 3. Legal Proceedings........................... 6
Item 4. Submission of Matters to a Vote of
Security Holders........................ 6
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters......... 6
Item 6. Management's Discussion and Analysis of
Financial Condition and Results of
Operations.............................. 7
Item 7 Financial Statements........................ 8
Item 8. Changes in and Disagreements on Accounting
and Financial Disclosure............... 18
PART III
Item 9. Directors, Executive Officers, Promoters
and Control Persons, Compliance with
Section 16(a) of the Exchange Act....... 18
Item 10. Executive Compensation....................... 19
Item 11. Security Ownership of Certain Beneficial
Owners and Management................... 20
Item 12. Certain Relationships and Related
Transactions............................ 21
PART IV
Item 13. Exhibits and Reports of Form 8-K............ 21
SIGNATURES............................................. 23
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Solutions, Incorporated (the "Company") was incorporated on
August 18, 1988 under the laws of the State of Nevada, to engage in
any lawful corporate undertaking, including but not limited to
selected mergers and acquisitions. The Company has been in the
developmental stage since inception and has undertaken no business
operations to date. Other than issuing shares to its original
shareholders, the Company has never commenced any operational
activities. As such, the Company can be defined as a "shell"
company, who's sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity. The
Board of Directors of the Company has elected to commence
implementation of the Company's principal business purpose,
described below.
The proposed business activities of the Company classify it as
a "blank check" company. Many states have enacted statutes, rules
and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not
intend to undertake any efforts to cause a market to develop in the
Company's securities until such time as the Company has
successfully implemented its business plan described herein.
Relevant thereto, each shareholder of the Company has executed and
delivered a "lock-up" letter agreement, affirming that they shall
not sell their respective shares of the Company's common stock
until such time as the Company has successfully consummated a
merger or acquisition and the Company is no longer classified as a
"blank check" company. In order to provide further assurances that
no trading will occur in the Company's securities until a merger or
acquisition has been consummated, each shareholder has agreed to
place their respective stock certificate with the Company's legal
counsel, who will not release these respective certificates until
such time as legal counsel has confirmed that a merger or
acquisition has been successfully consummated. However, while
management believes that the procedures established to preclude any
sale of the Company's securities prior to closing of a merger or
acquisition will be sufficient, there can be no assurances that the
procedures established relevant herein will unequivocally limit any
shareholder's ability to sell their respective securities before
such closing.
Execution of Letter of Intent
Effective April 25, 1996, the Company entered into a non-
binding letter of intent with Suarro Communications, Inc.,
("Suarro"), a privately held Texas corporation, whereby the Company
has agreed in principle to acquire all of the issued and
outstanding shares of Suarro, in exchange for issuance by the
Company of previously unissued "restricted" common stock. The
<PAGE>
relevant terms of the proposed transaction require the Company to
(i) undertake a "forward split" of its common stock, whereby 20
shares of common stock will be issued in exchange for one share of
common stock; (ii) issue to the Suarro shareholders up to 5,200,000
"restricted" common shares (post split), representing approximately
84% of the Company's then outstanding common stock, in exchange for
all of the issued and outstanding shares of Suarro; and (iii)
increase the authorized shares of the Company's common stock to
20,000,000.
Suarro is a development stage company with proprietary
products for the computer internet. These "on-line" products
include, but are not limited to, a product entitled "Annual Report
On-Line". Suarro intends to attempt to take advantage of the
recently enacted telecommunications bill to provide a host of
telecommunication services to its clients.
Suarro has not commenced generating revenues from operations.
However, management believes that the proposed business plan of
Suarro, together with the experience of Suarro's management,
provides the Company's shareholders with significant up side
potential to establish liquidity in the Company's securities, as
well as to become involved with an entity who's potential for
curing a variety of major medical problems facing society is
significant.
The proposed transaction between the Company and Suarro is
subject to satisfaction of certain conditions, including completion
of due diligence activities, execution of a plan of reorganization
and the approval of the transaction by all of the Company and
Suarro shareholders, among other matters. If the proposed
transaction with Suarro is consummated, the present officers and
directors of the Company are expected to resign their respective
positions with the Company, to be replaced by the present
management of Suarro. A copy of the letter of intent between the
Company and Suarro is attached as an exhibit to the Form 8-K filed
by the Company with the SEC on June 5, 1996, and is incorporated
herein as if set forth.
Relevant thereto, on July 12, 1996, the Company filed a
Preliminary Proxy with the Securities and Exchange Commission
wherein management of the Company will seek to obtain the approval
of the proposed Suarro transaction described herein from the
Company's shareholders. As of the date of this report, a
definitive date for such shareholder meeting has not been set.
Further, despite the execution of this letter of intent, there can
be no assurances that the proposed transaction with Suarro will be
consummated.
<PAGE>
Employees
During the fiscal year ended April 30, 1996, the Company had
two nonsalaried employees, its President and its Secretary. See
Item 9, Directors, Executive Officers, Promoters and Control
Persons.
ITEM 2. DESCRIPTION OF PROPERTY
Facilities. The Company operates from offices located at 6
Venture, Suite 207, Irvine, CA 92718. This space is provided to
the Company on a rent free basis by Bryan A. Gianesin, legal
counsel to the Company and it is anticipated that this arrangement
will remain until such time as the Company successfully consummates
a merger or acquisition. See "Financial Statements." The Company
reimburses its legal counsel for any out-of-pocket costs incurred
by him on behalf of the Company, such as long distance telephone
toll charges, office supplies and small, miscellaneous expenses,
provided that sufficient funds for the same are available. As of
the date of this report, the Company has no funds available to
reimburse any person for expenses. However, the Company's attorney
has agreed to continue to advance any necessary costs until the
Company successfully consummates a merger or acquisition.
Other Property. The Company owns no other property.
ITEM 3. LEGAL PROCEEDINGS
There are no material legal proceedings which are pending or
have been threatened against the Company of which management is
aware.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no meetings of shareholders during the fiscal year
ended April 30, 1996. The Company's Board of Directors expects
that a meeting of the Company's shareholders will take place within
30 days after the SEC approves the Company's Proxy Statement
already on file with the Commission.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
(a) Market Information. There is presently no trading market
for the common or preferred equity of the Company.
(b) Holders. There are ten (10) holders of the Company's
Common Stock.
<PAGE>
As of the date of this report all 50,000 shares of the
Company's Common Stock are eligible for sale under Rule 144
promulgated under the Securities Act of 1933, as amended, subject
to certain limitations included in said Rule. In general, under
Rule 144, a person (or persons whose shares are aggregated), who
has satisfied a two year holding period, under certain
circumstances, may sell within any three-month period a number of
shares which does not exceed the greater of one percent of the then
outstanding Common Stock or the average weekly trading volume
during the four calendar weeks prior to such sale. Rule 144 also
permits, under certain circumstances, the sale of shares without
any quantity limitation by a person who has satisfied a three-year
holding period and who is not, and has not been for the preceding
three months, an affiliate of the Company.
(c) Dividends.
(1) The Company has not paid any dividends on its Common
Stock. The Company does not foresee that the Company will have the
ability to pay a dividend on its Common Stock in the fiscal year
ended April 30, 1996.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company intends to seek to acquire assets or shares of an
entity actively engaged in business, in exchange for its
securities. Relevant thereto, effective April 25, 1996, the
Company entered into a non-binding letter of intent with Suarro
Communications, Inc., a Texas corporation, wherein the Company and
Suarro have agreed, in principal and subject to the fulfillment of
certain conditions, to acquire all of the issued and outstanding
shares of Suarro in exchange for issuance of the Company's common
stock. See Item 1, "Description of Business" above, for a more
detailed description of the proposed transaction with Suarro and
matters related thereto.
The Company has no full time employees. The Company's
President and Secretary have agreed to allocate a portion of their
time to the activities of the Company, without compensation. These
officers anticipate that the business plan of the Company can be
implemented by their devoting approximately 20 hours per month to
the business affairs of the Company and, consequently, conflicts of
interest may arise with respect to the limited time commitment by
such officers. See "Directors, Executive Officers, Promotors and
Control Persons; Compliance With Section 16(a) of the Exchange Act
- - Resumes."
Because the Company presently has nominal overhead and no
other material financial obligations, management of the Company
believes that the Company's short term cash requirements can be
satisfied by management injecting whatever nominal amounts of cash
<PAGE>
into the Company to cover these incidental expenses. There are no
assurances whatsoever that any additional cash will be made
available to the Company through any means.
ITEM 7. FINANCIAL STATEMENTS
<PAGE>
SOLUTIONS, INCORPORATED
FINANCIAL STATEMENTS
with
Independent Auditors' Report
For the Fiscal Year Ended April 30, 1996
and For the Period August 18, 1988 (Inception)
through April 30, 1996
<PAGE>
SOLUTIONS, INCORPORATED
TABLE OF CONTENTS
Page
Independent Auditors' Report 3
Financial Statements
Balance Sheet 4
Statement of Operations 5
Statement of Cash Flows 6
Statement of Shareholder's Equity 7
Notes to the Financial Statements 8
<PAGE>
Kish, Leake & Associates, P.C.
Certified Public Accountants
7901 East Belleview Avenue, Suite 220
Englewood, Colorado 80111
(303) 779-5006
Independent Auditor's Report
We have audited the accompanying balance sheet of Solution,
Incorporated, (a Developmental Stage Company), as of April 30,
1996, and the related statements of income, shareholders' equity,
and cash flows for the fiscal years ended April 30, 1996 and 1995,
and period August 18, 1988 (Inception) through April 30, 1996.
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 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
Solutions, Incorporated at April 30, 1996 and the results of its
operations and its cash flows for the fiscal years ended April 30,
1996 and 1995 and the period August 18, 1988 (Inception) through
April 30, 1996 in conformity with generally accepted accounting
principles.
Kish, Leake & Associates, P.C.
Kish, Leake & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
June 1, 1996
<PAGE>
<TABLE>
Solutions, Incorporated
(A Development Stage Company)
Balance Sheet
<CAPTION>
April
NOTES 30, 1996
_____ ________
<S> <C> <C>
ASSETS $ 0
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES $ 0
SHAREHOLDERS' EQUITY 1,2
Common Stock, Par Value
$.001 Per Share; Authorized
1,000,000 Shares; Issued
And Outstanding 50,000 Shares 50
Capital Paid In Excess Of
Par Value Of Common Stock 2,232
Deficit Accumulated During
The Development Stage (2,282)
TOTAL SHAREHOLDERS' EQUITY 0
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 0
<FN>
The Accompanying Notes Are An Integral Part Of These
Financial Statements.
</TABLE>
<PAGE>
<TABLE>
Solutions, Incorporated
(A Development Stage Company)
Statement Of Operations
<CAPTION>
August
18, 1988
(Inception)
Through
April April April
NOTES 30, 1996 30, 1995 30, 1996
_____ ________ ________ ________
<S> <C> <C> <C> <C>
Revenue $ 0 $ 0 $ 0
Expenses 1,782 0 $ 2,282
Net (Loss) ($1,782) $ 0 ($ 2,282)
Net (Loss) Per
Common Share 1 ($ 0.04) $ 0.00 ($ 0.05)
Common Shares
Outstanding * 2 50,000 50,000 50,000
<FN>
*Takes In Account Stock Split In August 1994
The Accompanying Notes Are An Integral Part Of These
Financial Statements.
</TABLE>
<PAGE>
<TABLE>
Solutions, Incorporated
(A Development Stage Company)
Statement Of Cash Flows
<CAPTION>
August
18, 1988
(Inception)
Through
April April April
NOTES 30, 1996 30, 1995 30, 1996
_____ ________ ________ ________
<S> <C> <C> <C> <C>
Net (Loss) Accumulated
During The Development Stage ($ 1,782) $ 0 ($ 2,282)
Services Provided in Exchange
For Stock 0 0 500
Expenses Paid By Shareholder
For the Company 1,782 0 1,782
Cash Flows From Operations 0 0 0
Cash Flows From Investing 0 0 0
Cash Flows From Financing 0 0 0
Net Increase In Cash 0 0 0
Cash At Beginning Of Period 0 0 0
Cash At End Of Period $ 0 $ 0 $ 0
Summary Of Non-Cash Investing And Financing Activities:
$ 500
<FN>
The Accompanying Notes Are An Integral Part Of These
Financial Statements.
</TABLE>
<PAGE>
<TABLE>
Solutions, Incorporated
(A Development Stage Company)
Statement Of Shareholders' Equity
<CAPTION>
Capital Paid Deficit
In Excess Of Accumulated
Number Of Par Value Of During The
Common Common Common Development
Notes Shares Stock Stock Stage Total
_____ ______ ______ ______ ______ _____
<S> <C> <C> <C> <C> <C> <C>
Balance At August 18, 1988 0 0 0 0 0
Issuance Of Common Stock: 1,2
August 18, 1988 -
Services At $.01 Per Share * 50,000 $ 50 $ 450 $ 500
Net (Loss) (500) (500)
______ ______ ______ ______ _____
Balance At April 30, 1988,
1989, 1990, 1991,
1992, 1993 & 1994 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
<FN>
* Takes In Account Stock Split In August 1994
The Accompanying Notes Are An Integral Part Of These Financial Statements.
</TABLE>
<PAGE>
Solutions, Incorporated
(A Development Stage Company)
Notes to Financial Statements
For The Years Ended April 30, 1996 and 1995
Note 1 - Organization and Summary of Significant Accounting Policies
Organization:
On August 18, 1988, Solutions, Incorporated (the Company) was
incorporated under the laws of Nevada, to engage in selected mergers
and acquisitions.
Developmental Stage:
The Company is currently in the developmental stage and has no
significant operations to date.
Statement of cash flows:
For the purposes of the statement of cash flows, the company considers
demand deposits and highly liquid-debt instruments purchased with a
maturity of three months or less to be cash equivalents.
Cash paid for interest in fiscal year ended April 30, 1996 and 1995 was
$-0-. Cash paid for income taxes in fiscal year ended April 30, 1996
and 1995 was -0-.
Net (Loss) Per Common Share:
The net loss per common share is computed by dividing the net loss for
the period by the number of shares outstanding at April 30, 1996 and
April 30, 1995.
Note 2 - Capital Stock and Capital in Excess of Par Value
Common stock:
The Company initially authorized 1,000,000 shares of $.001 par value
common stock.
On August 18, 1988, the Company issued 500,000 shares of common stock
for services valued at $.001 per share. In August of 1994 the
shareholders of the Company adopted a 1 for 10 reverse stock split.
No dividends have been declared through April 30, 1996.
<PAGE>
Solutions, Incorporated
(A Development Stage Company)
Notes to Financial Statements
For The Years Ended April 30, 1996 and 1995
Note 3 - Related Party Events
The Company maintains its principal offices in space provided by its
legal council on a rent free basis. The office is located at 6 Venture
- - Suite 207, Irvine, California 92718.
Note 4 - Income Taxes
At April 30, 1996, the Company has net operating loss carryforwards
available for financial statement and Federal income tax purposes of
approximately $2,300 which, if not used, will expire in varying amounts
during the years 2003 and 2011.
The Company follows Financial Accounting Standards Board Statement No.
109, Accounting for Income Taxes (SFAS #109), which requires, among
other things, an asset and liability approach to calculating deferred
income taxes. As of April 30, 1996, the Company has a deferred tax
asset of $460 primarily for its net operating loss carryforward which
has been fully reserved through a valuation allowance. The change in
the valuation allowance for 1996 is $360.
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
None
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Directors are elected for one-year terms or until the next annual
meeting of shareholders and until their successors are duly elected and
qualified. Officers continue in office at the pleasure of the Board
of Directors.
The Directors and Officers of the Company as of the date of this
report are as follows:
Name Age Position
Randel C. Sherwood 46 President, Director
Suzanne Johnson 46 Secretary, Director
Kenneth L. Kisner 58 Director
All Directors of the Company will hold office until the next
annual meeting of the shareholders and until successors have been
elected and qualified. Officers of the Company are elected by the
Board of Directors and hold office until their death or until they
resign or are removed from office.
There are no family relationships among the officers and
directors. There is no arrangement or understanding between the
Company (or any of its directors or officers) and any other person
pursuant to which such person was or is to be selected as a director
or officer.
(b) Resumes:
Randel C. Sherwood, President and a director. Mr. Sherwood has
held his positions with the Company since April 1989. Also, at the
present time and since July 1993, Mr. Sherwood has been engaged in
start up operations of Provider's Financial Services, Yorba Linda,
California, a sole proprietorship engaged in the medical receivable
business. From December 1991 through July 1993, Mr. Sherwood was
Special Projects Manager of the Park Helena Corporation, a privately
held California corporation where he was engaged in medical accounts
receivable financing and corporate development. From May 1987 through
December 1991, Mr. Sherwood was President of Southport SDG, Inc., a
privately held California corporation engaged in real estate
development. Mr. Sherwood is presently enrolled and expects to receive
a Masters of Business Administration from the University of Phoenix in
<PAGE>
June 1996. He received a Bachelor of Science degree in Business
Administration from Brigham Young University in 1975. He shall devote
only such time as necessary to the business of the Company.
Suzanne R. Johnson, Secretary and a director. Ms. Johnson has
held her positions with the Company since April 1989. Because of
health reasons, Ms. Johnson has not been engaged in any full time
employment for the last eight years. She has performed part time
accounting services on a contract basis during this period of time.
Prior, Ms. Johnson was a licensed accountant, employed by an accounting
firm, as well as a controller for a privately held company. Her
various responsibilities in these two positions included financial
audits, compilations, payroll and tax preparation. Ms. Johnson shall
devote only such time as necessary to the business of the Company.
Kenneth L. Kisner, director. Mr. Kisner has held his position
with the Company sine April, 1989. In addition, since August 1989, Mr.
Kisner has been employed by Mountain Home Realty, Prescott, Arizona,
as a sales agent and real estate broker. He also presently is engaged
in the promotion of asset investments and international trading
programs on an independent basis. From August 1987 through August
1989, Mr. Kisner was employed be Prill Financial, Inc., Prescott, AZ,
where his responsibilities included the purchasing and resale of first
and second Arizona Trust Deeds and contracts of sale. Mr. Kisner
received a Bachelor of Science degree from the University of Southern
California in 1959. He devotes only such time as necessary to the
business of the Company.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers, directors and person who own more than 10% of the
Company's Common Stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. All of the
aforesaid persons are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to
the Company, the Company believes that the Form 5 annual reports of the
Company's officers, directors and holders of 10% or more of the
outstanding shares of the Company, which are required to be filed
within 45 days after the end of the Company's fiscal year, were not
timely filed, but have been filed prior to the filing of this Form 10-
KSB. These reports reflected no changes in the securities holdings of
any person.
ITEM 10. EXECUTIVE COMPENSATION.
Remuneration
The following table reflects all forms of compensation for
services to the Company for the year ended April 30, 1996 of the chief
executive officer of the Company.
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
____________________________
Annual Compensation Awards Payouts
_____________________ ____________________ _______
Securities
Other Under- All
Name Annual Restricted lying Other
and Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Award(s) SARs Payouts sation
Position Year ($) ($) ($) ($) (#) ($) ($)
__________ ____ ______ _____ ______ ________ _______ _______ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Randel C.
Sherwood,
President & (1)(2)
Director 1996 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
<FN>
(1) Mr. Sherwood did not receive any salary during the fiscal year ended April
30, 1996 from the Company.
(2) It is not anticipated that any executive officer of the Company will
receive compensation exceeding $100,000 during 1996, except in the event
the Company successfully consummates a business combination.
</TABLE>
The Company maintains a policy whereby the directors of the Company may be
compensated for out of pocket expenses incurred by each of them in the
performance of their relevant duties. The Company did not reimburse any
director for such expenses during the fiscal year ended April 30, 1996.
In addition to the cash compensation set forth above, the Company
reimburses each executive officer for expenses incurred on behalf of the Company
on an out-of-pocket basis. The Company cannot determine, without undue expense,
the exact amount of such expense reimbursement. However, the Company believes
that such reimbursements did not exceed, in the aggregate, $1,000 during fiscal
year 1996.
There are no bonus or incentive plans in effect, nor are there any
understandings in place concerning additional compensation to the Company's
officers. As part of the proposals to be included in the Company's special
meeting of shareholders, the adoption of a Stock Option Plan is being presented
to shareholders for approval.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) and (b) Security Ownership of Certain Beneficial Owners and Management.
The table below lists the beneficial ownership of the Company's voting
securities by each person known by the Company to be the beneficial owner of
<PAGE>
more than 5% of such securities, as well as by all directors and officers of the
issuer. Unless otherwise indicated, the shareholders listed possess sole voting
and investment power with respect to the shares shown.
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of
Title of Beneficial Beneficial Percent of
Class Owner Ownership Class
________ _____________________ __________ __________
<S> <S> <C> <C>
Common Randel C. Sherwood 12,500 25%
6110 Jacaranda Ln.
Yorba Linda, CA 92687
Common Suzanne Johnson 10,000 20%
Rural Route #1
2790 Brook Road
Plainfield, VT. 05667
Common Kenneth L. Kisner 10,000 20%
508 S. Montezuma
Prescott, AZ 86301
Common All Officers and 32,500 65%
Directors as a
Group (3 persons)
</TABLE>
The balance of the Company's outstanding Common Shares are held by 7
persons.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There were no related party transactions which occurred during the past two
years and which are required to be disclosed pursuant to the requirements
included under Item 404 of Regulation SB.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
The following Exhibits were filed with the Securities and Exchange
Commission in the Exhibits to Form 10-SB, filed on October 4, 1994, and are
incorporated by reference herein:
3.1 Certificate and Articles of Incorporation
3.2 Bylaws
The following Exhibits were filed with the Securities and Exchange
Commission in the Exhibits to Form 8-K, filed on June 5, 1996 and are
incorporated by reference herein:
<PAGE>
2.0 Letter of Intent between the Company and Suarro Communications, Inc.
(b) Reports on Form 8-K
On June 5, 1996, the Company filed a report on Form 8-K with the SEC,
advising that it had executed letters of intent with Suarro, which report
provided the general terms of agreement between the Company and the aforesaid
entity.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on July 23, 1996.
SOLUTIONS, INCORPORATED
(Registrant)
By:/s/ Randel C. Sherwood
Randel C. Sherwood, President
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities
indicated on July 23, 1996.
/s/ Randel C. Sherwood
Randel C. Sherwood, Director
/s/ Suzanne R. Johnson
Suzanne R. Johnson, Director
/s/ Kenneth L. Kisner
Kenneth L. Kisner, Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED APRIL 30, 1996, AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-END> APR-30-1996
<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> 1782
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1782)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
