SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A 4
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: January 15, 1997
(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 14 pages.
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
(1) Suarro Communications, Inc.
Restated Audited Financial Statements for the
Fiscal Year Ended April 30, 1996, and for the
interim period May 1, 1996 through August 16,
1996
(b) Pro Forma Financial Statements.
(1) Restated Pro Forma Combined Balance Sheet dated
August 16, 1996 and Notes thereto (unaudited)
(2) Restated Pro Forma Combined Statements of
Operations for the interim period from May 1,
1996 to August 16, 1996 and Notes thereto
(unaudited)
(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
2
<PAGE>
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
<PAGE>
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.
4
<PAGE>
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.
January 10, 1997
5
<PAGE>
<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) 0 0
________ ________
Total assets $ 113 1,870
Liabilities 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 paid-in capital (discount) (2,048) (2,048)
Deficit accumulated during the development stage (4,039) (2,282)
________ ________
Total stockholders' equity 113 1,870
________ ________
Total liabilities and stockholders' equity $ 113 1,870
<FN>
See accompanying notes to financial statements.
</TABLE>
6
<PAGE>
<TABLE>
SUARRO COMMUNICATIONS, INC.
(A Development Stage Company)
Statements of Operations
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>
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>
7
<PAGE>
<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
Additional Accumulated
Paid-in during the Total
Preferred Common Capital Development Stockholders'
Stock Stock (Discount) 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 2,232 0 2,282
Stock split, 20 to 1 0 950 (950) 0 0
Issuance of 5,200,000
shares of
common stock 0 5,200 (3,330) 0 1,870
Net loss 0 0 0 (4,039) (4,039)
________ ________ __________ ___________ ____________
Balance,
August 16, 1996 $ 0 6,200 (2,048) (4,039) 113
<FN>
See accompanying notes to financial statements.
</TABLE>
8
<PAGE>
<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 0 3,652 3,652
_________ _________ _________
Net increase (decrease) in cash (1,757) 1,870 113
_________ _________ _________
Cash, beginning of period 1,870 0 0
_________ _________ _________
Cash, end of period $ 113 1,870 113
Supplemental disclosures:
Noncash investing and financing activities (note 2)
<FN>
See accompanying notes to financial statements.
</TABLE>
9
<PAGE>
SUARRO COMMUNICATIONS, INC.
(A Development Stage 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 $149,982
were paid by two individuals or their wholly-owned company.
In addition, the shareholders valued their personal time in
producing the technology at $328,000. Upon incorporation, the
Company originally recorded as an asset $349,382 of these
costs as proprietary telecommunication and Internet costs.
The remaining $128,600 ($8,600 in paid expenses and $120,000
of the shareholders' personal time) of the total cost was not
recorded as an asset because this amount was originally
considered to be the only amount incurred as research and
development costs. The $349,382 was originally capitalized
because management concluded that technological feasibility
had been established after incurring the research and
10
<PAGE>
SUARRO COMMUNICATIONS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 16, 1996
development expenses. Management's subsequent evaluation of
the development process changed its original conclusion as to
the date that technological feasibility had been established;
therefore, all costs incurred prior to incorporation
($477,982) were expensed as research and development expenses.
Accordingly, the financial statements were restated to reflect
the following changes:
<TABLE>
<CAPTION>
As Previously
reported (Decrease) As restated
_________ ________ _________
<S> <C> <C> <C>
August 16, 1996:
Proprietary tele-
communication and
Internet costs $ 349,382 (349,382) 0
Additional paid-
in capital
(discount) $ 347,334 (349,382) (2,048)
</TABLE>
(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.
11
<PAGE>
Pro Forma Combined Balance Sheet
The following pro forma combined balance sheet presents, under the "pooling
of interest" method of accounting, the balance sheet of Solutions, Incorporated
as of August 16, 1996, combined with the balance sheet of Suarro Communications,
Inc, as of August 16, 1996.
<TABLE>
SUARRO COMMUNICATIONS, INC.
(A Development Stage Company)
PRO FORMA COMBINED BALANCE SHEET
August 16, 1996
<CAPTION>
Suarro
Solutions, Communications Adjustments
Incorporated Inc, (a) (b) Pro Forma
____________ ____________ ____________ __________
<S> <C> <C> <C> <C>
Cash $ 0 113 113
Proprietary tele-
communications and
Internet costs 0 0 0
____________ ____________ ____________ __________
Total Assets $ 0 113 0 113
Liabilities 0 0 0 0
____________ ____________ ____________ __________
Total Liabilities 0 0 0 0
____________ ____________ ____________ __________
Stockholders' equity:
Preferred stock 0 0 0
Common stock 50 1,870 4,280 6,200
Additional paid-
in capital 2,232 0 (4,280) (2,048)
Deficit accumulated
during the development
stage (2,282) (1,757) (4,039)
____________ ____________ ____________ __________
Total stockholders
equity 0 113 0 113
____________ ____________ ____________ __________
Total liabilities and
stockholders equity $ 0 113 0 113
____________________
<FN>
Notes to Pro Forma Combined Financial Statements
(a) Solutions, Incorporated amended its articles of Incorporation in May 1996 to
increase its authorized stock to 20,000,000 shares. Solutions, Incorporated had
a twenty to one stock split resulting in an increase of its outstanding shares
from 50,000 to 1,000,000.
(b) Solutions, Incorporated issued 5,200,000 shares of common stock in exchange
for the 300,000 outstanding shares of Suarro Communications, Inc. The
transaction was accounted for using the "pooling of interest" method of
accounting.
</TABLE>
12
<PAGE>
Pro Forma Combined Statements of Operations
The following pro forma combined statements of operations presents, under
the "pooling of interest" method of accounting, the statement of operations of
Solutions, Incorporated for the period from May 1, 1996 to August 16, 1996,
combined with the statement of operations of Suarro Communications, Inc. for the
period from March 16, 1996 to August 16, 1996.
<TABLE>
SOLUTIONS, INCORPORATED.
(A Development Stage Company)
PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM MAY 1, 1996 TO AUGUST 16, 1996
<CAPTION>
Suarro
Solutions, Communications Adjustments
Incorporated Inc, (a) (b) Pro Forma
____________ ____________ ____________ __________
<S> <C> <C> <C> <C>
Sales and Revenue $ 0 0 0
Costs and expenses 0 0 0
Cost of Sales 0 0 0
Selling, general and
administrative 0 1,757 1,757
Research and
development 0 0 0
Other expenses 0 0 0
------------ ------------ ------------ ----------
Net loss before
income taxes 0 0 0 (1,757)
Income taxes 0 0 0 0
____________ ____________ ____________ __________
Net Loss $ 0 0 0 (1,757)
Net loss per
common share $ 0(a) (0.0003) - (0.0003)
____________________
<FN>
Notes to Pro Forma Combined Financial Statements
(a) Based on Solutions, Incorporated average shares outstanding of 1,000,000 and
issuance of 5,200,000 shares to acquire Suarro Communications, Inc.
</TABLE>
13
<PAGE>
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: January 15, 1997
14
