-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NHO2vMmPPY8Nr8ooKGR+XsQaWqPC/9IVImgw3m0Vo0UP0iUGFTKbXYw0ZhH3P5Hg Cahv/TY7twdLlrGMn7TGSw== 0001013596-96-000021.txt : 19960725 0001013596-96-000021.hdr.sgml : 19960725 ACCESSION NUMBER: 0001013596-96-000021 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960430 FILED AS OF DATE: 19960724 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOLUTIONS INC CENTRAL INDEX KEY: 0000926844 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841273503 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10KSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-24512 FILM NUMBER: 96598228 BUSINESS ADDRESS: STREET 1: 6 VENTURE STE 207 CITY: IRVING STATE: CA ZIP: 92718 BUSINESS PHONE: 5187627527 MAIL ADDRESS: STREET 1: C/O BRYAN A GIANESIN STREET 2: 6 VENTURE SUITE 207 CITY: IRVINE STATE: CA ZIP: 92718 10KSB 1 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) 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. 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 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 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. 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. 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 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 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 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 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 Solutions, Incorporated (A Development Stage Company) Balance Sheet
April NOTES 30, 1996 _____ ________ 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 The Accompanying Notes Are An Integral Part Of These Financial Statements.
Solutions, Incorporated (A Development Stage Company) Statement Of Operations
August 18, 1988 (Inception) Through April April April NOTES 30, 1996 30, 1995 30, 1996 _____ ________ ________ ________ 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 *Takes In Account Stock Split In August 1994 The Accompanying Notes Are An Integral Part Of These Financial Statements.
Solutions, Incorporated (A Development Stage Company) Statement Of Cash Flows
August 18, 1988 (Inception) Through April April April NOTES 30, 1996 30, 1995 30, 1996 _____ ________ ________ ________ 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 The Accompanying Notes Are An Integral Part Of These Financial Statements.
Solutions, Incorporated (A Development Stage Company) Statement Of Shareholders' Equity
Capital Paid Deficit In Excess Of Accumulated Number Of Par Value Of During The Common Common Common Development Notes Shares Stock Stock Stage Total _____ ______ ______ ______ ______ _____ 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 * Takes In Account Stock Split In August 1994 The Accompanying Notes Are An Integral Part Of These Financial Statements.
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. 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. 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 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. SUMMARY COMPENSATION TABLE
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 ($) ($) ($) ($) (#) ($) ($) __________ ____ ______ _____ ______ ________ _______ _______ ______ Randel C. Sherwood, President & (1)(2) Director 1996 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0 (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.
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 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.
Name and Amount and Address of Nature of Title of Beneficial Beneficial Percent of Class Owner Ownership Class ________ _____________________ __________ __________ 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)
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: 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. 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 EX-27 2
5 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. YEAR APR-30-1996 APR-30-1996 0 0 0 0 0 0 0 0 0 0 0 0 0 50 (50) 0 0 0 0 0 1782 0 0 0 0 0 0 0 0 (1782) 0 0
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