SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: 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 7 pages.
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Item 1(a). Change in Control of Registrant.
Effective August 16, 1996 pursuant to a definitive agreement
and the affirmative vote of its shareholders Solutions,
Incorporated (the "Company") agreed to acquire all of the issued
and outstanding securities of Suarro Communications, Inc.
("Suarro") in exchange for issuance of 5,200,000 "restricted"
common shares of the Company to the former shareholders of Suarro.
Pursuant to the terms of the agreement the Company's officers
and directors, Randel C. Sherwood, Suzanne R. Johnson and Kenneth
L. Kisner resigned their respective positions in the Company.
Messrs. Michael McAuliffe and Christian Zenner were appointed to
the Company's Board of Directors and President and Secretary of the
Company, respectively..
The percentage of voting securities of the Registrant now
beneficially owned directly or indirectly by the entity who
acquired control, and the identity of the persons who acquired
control are incorporated by reference to the Company's Definitive
Proxy Statement as filed with the Securities and Exchange
Commission on or about August 16, 1996.
Item 2. Acquisition or Disposition of Assets.
Effective August 16 1996 the Company acquired all of the
issued and outstanding securities of Suarro, consisting of 300,000
shares of common stock. The nature and amount of consideration
given in connection with the agreement was the issuance of
5,200,000 shares of "restricted" common stock of the Company to the
selling shareholders. The consideration given and received was
determined by arms-length negotiations between the principals of
the Company and Suarro.
A complete description of the business of Suarro is included
in the Company's Definitive Proxy Statement previously filed with
the Commission on August 16, 1996 which is incorporated herein as
if set forth.
Item 4. Changes in Registrant's Certifying Accountant.
On August 16, 1996, Kish, Leake & Associates, P.C., the
Registrant's independent accountant for the Registrant's two most
recent fiscal years, resigned. The Registrant's financial
statements for the last two years prepared by Kish, Leake &
Associates, P.C., contained no adverse opinion or disclaimer of
opinion, or was qualified as to uncertainty, audit scope, or
accounting principles.
Also on August 16, 1996, the Registrant engaged the accounting
firm of R. E. Bassie & Co. as the independent public accountants to
audit the Registrant's fiscal year ended May 31, 1996, as well as
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future financial statements, to replace the firm of Kish, Leake &
Associates, P.C., which was the principal independent public
accountant as reported in the Registrant's Form 10-SB as filed with
the Securities & Exchange Commission. This change in independent
accountants was approved by the Board of Directors of the
Registrant.
There were no disagreements within the last two fiscal years
and subsequent periods with Kish, Leake & Associates, P.C., on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope of procedure, which disagreement(s),
if not resolved to the satisfaction of Kish, Leake & Associates,
P.C., would have caused that firm to make reference in connection
with its reports to the subject matter of the disagreement(s) or
any reportable events.
The Registrant has requested that Kish, Leake & Associates,
P.C., furnish it with a letter addressed to the Commission stating
whether it agrees with the above statements. A copy of such
letter, dated June 5, 1995, is filed as Exhibit 16 to this Form 8-
K.
Item 5. Other Events.
As part of the terms of the transaction with Suarro, the
Company (i) undertook a forward split of its issued and outstanding
common stock, whereby twenty (20) shares of common stock were
issued in exchange for each share of common stock previously issued
and outstanding; and (ii) pursuant to the affirmative vote of its
shareholders, the Company amended its Articles of Incorporation,
wherein it amended its name, changing its name to Suarro
Communications, Inc. and further, amended its authorized capital to
increase the number of shares of common stock authorized for
issuance from 1,000,000 common shares, par value $0.001 per share,
to 20,000,000 common shares, par value $0.001 per share.
Additionally, 1,000,000 shares of preferred stock, no par value per
share, were also authorized.
Item 6. Resignation of Registrant's Directors.
Messrs. Sherwood and Kisner and Ms. Johnson resigned as
officers and/or directors of the Company, all of whom constituted
the complete Board of Directors of the Company. They were replaced
by Messrs. McAuliffe and Zenner. Relevant thereto, there was no
disagreement between the resigning directors and the Company
concerning any matter relating to the Company's operations,
policies or practices.
Item 7(a). Financial Statements.
The audited financial statements of Suarro have been included
in the Company's Definitive Proxy Statement previously filed with
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the Securities and Exchange Commission on or about August 16, 1996
and are hereby incorporated by reference thereto as if set forth
herein. Additionally, the Registrant hereby undertakes to file
with the Commission an amendment to this Form 8-K wherein the
Registrant shall provide the audited financial statements of Suarro
Corporation for the period from March 15, 1996, the date of
Suarro's latest audited financial statements, through August 16,
1996 to the Commission within sixty (60) days from the date of this
Form 8-K.
Item 7(b). Pro Forma Financial Statements.
The Company's Pro Forma Combined Financial Statements for the
period ended April 30, 1996 were previously filed with the
Commission on or about August 16, 1996 and are hereby incorporated
by reference thereto as if set forth herein. The Registrant hereby
undertakes to file with the Commission an amendment to this Form 8-
K wherein the Registrant shall provide its pro forma combined
financial statements for the period ended August 16, 1996 within
sixty (60) days after the filing of this Form 8-K.
Item 7(c). Exhibits.
Number Exhibit
The following exhibit was included in the Company's Definitive
Proxy Statement filed with the Commission on or about August 16,
1996 and is hereby incorporated by reference thereto:
2.0 Share Exchange Agreement between the Company and
Suarro Corporation.
The following exhibit is included herein:
16. Letter from Kish, Leake & Associates, P.C.,
acknowledging that it is in agreement with the
contents of this report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934 the registrant has duly caused this 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: August 27, 1996
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SUARRO COMMUNICATIONS, INC.
EXHIBIT 16 TO FORM 8-K
RESIGNATION LETTER OF
CERTIFIED PUBLIC ACCOUNTANT
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KISH, LEAKE & ASSOCIATES, P.C.
Certified Public Accountants
J.D. Kish, C.P.A., M.B.A. 7901 E. Belleview Ave., Suite 220
James D. Leake, C.P.A., M.T. Englewood, Colorado 80111
____________________________ Telephone (303) 779-5006
Arleen R. Brogan, C.P.A. Facsimile (303) 779-5724
August 16, 1996
Board of Directors
Suarro Communications, Inc. (F/k/a Solutions, Incorporated)
6 Venture - Suite 207
Irvine, CA 92718
We would like to inform you that as of August 16, 1996, we resign as
the auditors of Suarro Communications, Inc. (F/k/a Solutions, Incorporated) and
that there are no disagreements regarding the application of accounting
principles or financial statement presentation matters with you in connection
with our examination of the April 30, 1996 financial statements.
Sincerely,
Kish, Leake & Associates, P.C.
Kish, Leake & Associates, P.C.
