-----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, Ohp8oM03Vu4lGXru9WYC8PVhWS9qvaD2Po/Y7s1lYnmvfrXJ4o3sOmPFewA/ms2K gqyi2rnucYJ1xnRNMBKqBw== 0001013596-96-000031.txt : 19960830 0001013596-96-000031.hdr.sgml : 19960830 ACCESSION NUMBER: 0001013596-96-000031 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960731 FILED AS OF DATE: 19960829 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: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-24512 FILM NUMBER: 96623738 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 10QSB 1 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. 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 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 SOLUTIONS, INCORPORATED (A Development Stage Company) Unaudited Balance Sheet
Unaudited Audited July 31 April 30 1996 1996 _________ ___________ 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
4 SOLUTIONS, INCORPORATED (A Development Stage Company) Unaudited Statement of Operations
For the For the August 18, 1988 Three Months Three Months (Inception) Ended Ended Thru July 31, July 31, July 31, 1996 1995 1996 ____________ ____________ _____________ 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
5 SOLUTIONS, INCORPORATED (A Development Stage Company) Unaudited Cash Flow Statement
For the For the August 18, 1988 Three Months Three Months (Inception) Ended Ended Thru July 31, July 31, July 31, 1996 1995 1996 ____________ ____________ ______________ 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
6 SOLUTIONS INCORPORATED (A Development Stage) Unaudited Statement of Shareholders' Equity
Deficit Accumulated Number of Additional During the Shares Common Paid In Development Common Stock Stock Capital Stage Total ____________ ______ __________ ___________ _______ 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
7 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 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 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 EX-27 2
5 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. 3-MOS APR-30-1996 JUL-31-1996 0 0 0 0 0 0 0 0 0 0 0 0 0 50 (50) 0 0 0 0 0 1,782 0 0 0 0 0 0 0 0 (1,782) 0 0
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