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 (Date of earliest event reported) May 24,
2001
Trading Solutions.com, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 333857-87 88- 0425691
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
200 Camino Aguajito, Suite 200, Monterey, California 93940
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (831)375-6209.
_______________________________________________________________________
(Former name or former address, if changed since last report.)
ITEM 1. Changes in Control of Registrant.
See Item 5; and Item 7, Exhibits.
ITEM 2. Acquisition or Disposition of Assets.
See Item 5; and Item 7, Exhibits.
ITEM 3. Bankruptcy or Receivership.
None.
ITEM 4. Changes in Registrant's Certifying Accountant.
None.
ITEM 5. Other Events.
On May 24, 2001, the Company signed a Letter of Intent with
Springland Beverages, Inc. ("Springland") pursuant to which
the Company my acquire 100% of the outstanding common stock
of Springland in exchange of "restricted securities" (common
stock) of the Company. A copy of the Letter of Intent is
attached hereto and incorporated herein by reference. See
Item 7.
No assurance can be given that the reorganization outlined
in the Letter of Intent will be completed as contemplated.
ITEM 6. Resignations of Registrant's Director's
None.
ITEM 7. Financial Statements and Exhibits.
2:
The Company's Press Release as published on May 25, 2001 and
Letter of Intent signed as of May 24, 2001 regarding proposed
reorganization
ITEM 8. Change in Fiscal Year.
None.
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.
TRADING SOLUTIONS.COM, INC.
By: /s/ Natalie Shahvaran
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Natalie Shahvaran
President and CEO
Date: May 25, 2001
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Trading Solutions.Com, Inc. Enters Into A Letter Of Intent To Acquire Springland Beverages, Inc. Monterey, CA, May 25, 2001 -- Trading Solutions.com, Inc., (OTC-BB: TSLU), an educational company providing a combination of computer and online trading classes, today announced that it has signed a letter of intent to acquire 100% of the stock of Springland Beverages, Inc. in exchange for newly issued stock of Trading Solutions.com, Inc. The proposed transaction, structured to qualify as a tax-free reorganization, is subject to completion of a definitive agreement and will require appropriate approvals. A closing date is anticipated by June 8, 2001. About Springland Beverages, Inc.: Springland Beverages, Inc. who's objective is to become a major supplier of natural spring water and water related beverages has its headquarters in Canada. Its immediate objective is to acquire an existing related beverage company, and to develop the business to full production capacity and to do industry related acquisitions. About Trading Solutions.com, Inc. Trading Solutions.com, Inc., (OTC-BB: TSLU), provides a combination of computer and online trading classes. The Monterey-based company is an online trading educator. For more information, visit the company's web site at www.tradingsolutionsinc.com . SOURCE: Trading Solutions.com, Inc. ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO BE COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY TE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (THE "1995 ACT"). SHAREHOLDERS AND PROSPECTIVE SHAREHOLDERS SHOULD UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER ANY FORWARD-LOOKING STATEMENT CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED, ANY ONE OF THOSE FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN. THESE FORWARD- LOOKING STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATION, INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS AND THE FUTURE ECONOMIC PERFORMANCE OF THE COMPANY. ASSUMPTIONS RELATING TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMY, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND THE TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE, THERE CAN BE NO ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL EXPERIENCE AND BUSINESS DEVELOPMENTS, THE IMPACT OF WHICH MAY CAUSE THE COMPANY TO ALTER ITS MARKETING, CAPITAL EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN AFFECT THE COMPANY'S RESULTS OF OPERATIONS IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE FORWARD-LOOKING STATEMENT INCLUDED HEREIN, THE INCLUSION OF ANY SUCH STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVE OR PLANS OF THE COMPANY WILL BE ACHIEVED.
TRADING SOLUTIONS.COM, INC.
200 CAMINO AGUAJITO, SUITE 200
MONTEREY, CA 93940
PHONE 619-688-9308 FAX 619-688-9308
May 7, 2001
Mr. Ralph Moyal, President & CEO
Springland Beverages, Inc.
2 Rodeo Court
Toronto, Ontario
Canada, M2M 4M3
Tel: (416) 512-2356
Fax: (416) 223-7431
RE: Proposed Exchange of shares of Trading Solutions.com, Inc.
("Acquiror") for all of the outstanding shares of Springland Beverages,
Inc. ("Acquiree")
Dear Mr. Moyal:
This letter will confirm the recent discussions we have had with you
relative to the proposed exchange of shares of the common stock of
Trading Solutions.com, Inc. ("Acquiror") for all of the issued and
outstanding common stock of Springland Beverages, Inc. (Acquiree). The
objective of our discussions has been the execution and consummation,
as soon as feasible, of a formal agreement between Acquiror and
Acquiree (the "Exchange Agreement") which, among other things, would
provide for the various matters set forth below.
1. Acquiror will acquire all of the issued and outstanding common
stock of Acquiree from the shareholders of Acquiree in exchange for
15,542,500 shares of the $ 0.001 par value common stock of Acquiror
("Common Stock") which will be delivered upon the closing of this
transaction (the "Closing" or "Closing Date"). Prior to closing
Acquiree will have 602,772 outstanding warrants. Acquiror will issue
602,772 warrants that mirror the terms of Acquiree's warrants which
will be delivered upon the closing of this transaction. You will need
to provide us with the names and addresses of the shareholders as soon
as possible. This transaction is intended to qualify as a tax-free
reorganization under Section 368 of the Internal Revenue Code such that
the shares of Acquiror received by the shareholders of Acquiree will be
received on a tax-free basis. The shares to be issued to Acquiree will
be "restricted securities" as defined in Rule 144 under the Securities
Act of 1933, and an appropriate legend will be placed on the
certificates representing such shares, and stop transfer orders placed
against them.
2. The Acquiree is in the process of completing an acquisition of a
multi-million dollar operating beverage company. The shares issued to
the Acquiree shall be placed in an escrow account until this
acquisition is completed. If the said acquisition is not completed the
shares issued to Acquiree shall remain in escrow until the acquisition
of a similar multi-million dollar operating beverage company is
completed.
3. At closing, Acquiror will have 2,861,000 shares of Acquiror Common
Stock outstanding. After the closing of this transaction, there will be
18,403,500 total shares and 602,772 warrants outstanding. The new
ownership will be:
ACQUIREE SHAREHOLDERS
Ralph Moyal 15,000,000 shares
Ralph's Associates 542,500 shares
ACQUIROR SHAREHOLDERS
Natalie & Bob 2,460,000 shares
Other shareholders 401,000 shares
Total Shares: 18,403,500
Warrants: 602,772
4. Simultaneously with the closing, the authorized common shares
shall be 50,000,000 shares.
5. The current officers and directors of Acquiror will submit their
resignation as officers and directors effective on the Closing Date.
6. On the Closing Date, Acquiror will have the assets and no
liabilities as set forth in its 12/31/00 interim Financial Statements,
except for up to $15,000 in legal expenses for the preparation of the
Exchange Agreement contemplated herein.
7. Other terms of the Exchange Agreement will include:
a. Acquiror shall be in good standing in its state of domicile and
shall not be in violation of any Federal or State securities or other
laws governing it.
b. Acquiror will be current in all of its filing requirements as to
all tax, securities or other reports required under laws to which it is
subject, and shall deliver copies of these reports to Acquiree along
with copies of its past and current audited financial statements.
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c. Acquiror shall, at closing, be able to make customary
representations, including but not limited to, representations and
warranties that it has no liabilities and that it is not a party to any
litigation.
d. The Acquiree Shareholders acknowledge that the shares of Acquiror,
which they are receiving, may not be resold to the public except upon
registration or upon compliance with the terms of Rule 144 and shall
contain the appropriate restrictive legend.
e. There shall be no change in the current outstanding capital
structure of Acquiror including outstanding shares, options, warrants
or related matters, except referred to herein.
f. Acquiree shall be in good standing in its state of domicile and
shall be duly qualified to do business as a foreign corporation in
those jurisdictions, which require such qualification. Acquiree shall
be free from any material pending or threatened litigation, claims, or
contingent liabilities.
g. Acquiree shall be current and in good standing with respect to all
material contracts to which it is a party.
h. The proposed transaction shall not violate any contract, agreement
or arrangement to which Acquiree is a party.
i. Acquiree shall designate all persons to be elected to the Board of
Directors of Acquiror at closing subject to the Acquiror shareholders'
approval, and any or all designates from the Acquiree shall not be
unduly withheld or rejected from the Board of Directors. The name of
Acquiror will be changed to Springland Beverages, Inc. or another
suitable name.
j. No officer, director or controlling shareholder of Acquiree shall
have a criminal record, bankruptcy, SEC censure, disbarment, loss of
his/her professional license or be under investigation for any of the
above.
k. Acquiree and Acquiror have engaged and will continue to engage
legal counsels through the closing of this transaction.
8. Acquiree agrees to cooperate in providing and explaining
information with respect to the transaction contemplated herein. The
information to be provided shall be sufficient to allow Acquiror to
apprise its shareholders of the business of Acquiree in compliance with
the requirements of the Federal Securities laws, as applicable.
9. Prior to closing, Acquiree shall provide current year-end audited
financial statements for its last three fiscal years or since inception
(or two years or since inception if the company is deemed a Small
Business Issuer),
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which have been prepared in accordance with generally accepted
accounting principles ("GAAP") and in compliance with Regulation S-X
as promulgated by the Securities and Exchange Commission. Acquiree
shall also provide interim GAAP financial statements as required.
10. As a condition to the Closing, Acquiror will obtain its
shareholders' approval for the transaction.
11. Acquiror shall submit to Acquiree, in advance of release, any
proposed press release for its reasonable prior approval.
12. Acquiree will take the necessary steps following closing to
maintain a bulletin board and S&P listings.
13. The parties hereto hereby agree to conduct their business in
accordance with the ordinary, usual and normal course of business
heretofore conducted by them. Thus, there may be no material adverse
changes in the business of any of the companies from the date hereof
through the closing of this transaction.
14. Acquiror hereby represents that it only has one type of
authorized capital stock, which is its $0.001 par value voting
common stock. There are presently 20,000,000 shares of common
stock authorized of which 2,861,000 shares are presently issued
and outstanding. There are no, and at the closing there will be
no outstanding: warrants, options, convertible securities or
similar rights relative to capital stock except those referred to
herein.
15. Acquiror has not engaged any brokers or finders with respect to
this transaction, and if Acquiree has or intends to use any broker or
finder, Acquiree agrees to notify Acquiror in writing and Acquiree
agrees to be responsible for any fees or other expenses of such broker
or finder.
16. All parties hereto agree to take whatever reasonable steps are
required to facilitate the consummation of the transaction contemplated
herein, including providing of information regarding the corporate
parties hereto.
17. Upon the signing of this Letter of Intent, Acquiror and Acquiree
will provide to each other full access to their books and records and
will furnish financial and operating data and such other information
with respect to their business and assets as may reasonably be
requested from time to time. If the proposed transaction is not
consummated, all parties shall keep confidential any information
(unless ascertainable from public findings or published information)
obtained concerning the other's operations, assets and business.
18. The Acquiree shall be satisfied with the results of all due
diligence, searches and investigations with respect to the Acquiror.
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19. Robert A. Strahl and Natalie Shahvaran have consented to a lock up
(leakage) agreement the terms of which will be finalized simultaneously
with the Exchange Agreement.
20. Upon the execution by you and return to us of this Letter of
Intent, counsel for Acquiror will prepare an Exchange Agreement and the
counsel for Acquiree will review the Exchange Agreement, which shall
contain provisions in accord with this letter together with such
further appropriate terms and conditions as legal counsel and the
parties may mutually determine. The Exchange Agreement shall be subject
to the approval of the respective shareholders and boards of directors
of Acquiror and Acquiree.
21. It is understood that the terms set forth in this letter may not
constitute all of the major terms which will be included in the
Exchange Agreement, that this letter is non-binding, and that the terms
set forth herein are subject to further discussion and negotiation.
This Letter of Intent will be null and void, if the proposed
transaction has not been closed by June 8, 2001 or extended by both
parties in writing.
If the foregoing accurately reflects our discussions, please execute
and return the undersigned one copy of this letter.
ACCEPTED AND AGREED TO MAY 24, 2001
TRADING SOLUTIONS.COM, INC. SPRINGLAND BEVERAGES, INC.
By:/s/ Natalie Shahvaran By:/s/ Ralph Moyal
Natalie Shahvaran, President & CEO Ralph Moyal, President & CEO
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