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
October 12, 2001
Date of Report
August 16, 2001
(Date of Earliest Event Reported)
TRADING SOLUTIONS.COM, INC.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 333-85787 | 88-0425691 |
| (State or other Jurisdiction) | (Commission File No.) | (IRS Employer I.D. No.) |
2 Rodeo Court, Toronto, Ontario Canada M2M 4M3
(Address of Principal Executive Offices)
416-512-2356
Registrant's Telephone Number
(Former Name or Former Address if changed Since Last Report)
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Please note - these statements are in Canadian dollars.
Interim Financial Statements as of June 30, 2001 (unaudited)
Notice to Reader
Interim Balance Sheet
Interim Statement of Deficit
Interim Statement of Loss
Notes to Interim Financial Statements
(b) Pro Forma Financial Information.
Selected Unaudited Pro Forma Financial Data
Unaudited Pro Forma Condensed Consolidated Balance Sheet
Unaudited Pro Forma Condensed Consolidated Statement of Operations
(c) Exhibits.
None
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 12, 2001 TRADING SOLUTIONS.COM, INC.
By:/s/ Ralph Moyal
Ralph Moyal, President
GOLDBAND & GOLDBERG, LLP
15 Coldwater Road, Toronto, Ontario, M3B 1Y8
NOTICE TO READER
We have compiled the interim balance sheet of Springland Beverages Inc. as at June 30, 2001 and the interim statements of loss and deficit for the period October 1, 2000 to June 30, 2001 from information provided by management. We have not audited, reviewed or otherwise attempted to verify the accuracy or completeness of such information. Readers are cautioned that these statements may not be appropriate for their purpose.
/s/ Goldband & Goldberg, LLP
TORONTO, September 4, 2001 CHARTERED ACCOUNTANTS
SPRINGLAND BEVERAGES INC.
INTERIM BALANCE SHEET
JUNE 30, 2001
(Unaudited - See Notice to Reader)
| ASSETS | June 30, 2001 | September, 30 2000 |
| (9 months) | (12 months) | |
| Current | ||
| Bank | $3,360 | $6,430 |
| Deposit on land | 100,000 | 75,000 |
| Prepaid and sundry assets | 2,499 | 1,946 |
| _________ | ________ | |
| 105,859 | 83,376 | |
| Other (Note 1) | 27,807 | 24,406 |
| _________ | _________ | |
| $133,666 | $107,782 | |
| LIABILITIES | ||
| Current | ||
| Accounts payable and accrued liabilities | $17,017 | $8,820 |
| Advances from director | 48,828 | 16,525 |
| ________ | ________ | |
| 65,845 | 25,345 | |
| SHAREHOLDERS' EQUITY | ||
| Capital Stock (Note 2) | 108,501 | 110,001 |
| Deficit | (40,680) | (27,564) |
| ____________ | __________ | |
| 67,821 | 82,437 | |
| _____________ | _________ | |
| $133,666 | $107,782 |
SPRINGLAND BEVERAGES INC.
INTERIM STATEMENT OF DEFICIT
FOR THE PERIOD OCTOBER 1, 2000 TO JUNE 30, 2001
(Unaudited - See Notice to Reader)
| June 30, 2001 | September 30, 2000 | |
| (9 months) | (12 months) | |
| Deficit, beginning of period | $27,564 | $5,684 |
| Net loss | 13,116 | 21,880 |
| Deficit, end of period | $40,680 | $27,564 |
SPRINGLAND BEVERAGES INC.
INTERIM STATEMENT OF LOSS
FOR THE PERIOD OCTOBER 1, 2000 TO JUNE 30, 2001
(Unaudited - See Notice to Reader)
| June 30, 2001 | September 30, 2000 | |
| (9 months) | (12 months) | |
| REVENUE | $ - | $ - |
| EXPENSES | ||
| Advertising and promotion | 733 | 2,229 |
| Amortization | 844 | 634 |
| Office and general | 1,959 | 2,402 |
| Professional fees | 4,546 | 10,069 |
| Rent | 2,250 | 3,000 |
| Telephone | 1,124 | 1,784 |
| Travel | 1,660 | 1,762 |
| _____________ | ___________ | |
| 13,116 | 21,880 | |
| _____________ | ___________ | |
| NET LOSS | $(13,116) | $(21,880) |
SPRINGLAND BEVERAGES INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
JUNE 30, 2001
1. OTHER
| Cost | Accumulated Amortization | June 30, 2001 Net | September 30, 2000 Net | |
| Trademark | $13,232 | $758 | $12,474 | $8,460 |
| Deferred legal costs | 16,355 | 1022 | 15,333 | 15,946 |
| ________ | _______ | _______ | ________ | |
| $29,587 | $1,780 | $27,807 | $24,406 |
2. CAPITAL STOCK
Authorized
Unlimited Common shares
Unlimited Preference shares
Issued
15,542,500 Common shares for consideration of $108,501
Trading Solutions.Com, Inc.
Selected Unaudited Pro Forma Financial Data
Our unaudited pro forma condensed consolidated balance sheet as of June 30, 2001 gives the effect to the purchase of Springland Beverages, Inc. (Springland) as if it had occurred on that date. Springland was acquired on August 18, 2001 pursuant to an exchange agreement. Under the exchange agreement, the Company exchanged 15,542,500 shares of common stock in exchange for all the issued and outstanding shares of Springland, making it a wholly owned subsidiary of the Company. Our unaudited pro forma condensed consolidated statement of operations for the three months ended June 30, 2001 gives the effect to the acquisition by Trading Solutions.Com, Inc. of Springland as if it occurred on April 1, 2001. The column headed "Springland" in the Unaudited Proforma Condensed Consolidated Statement of Operations gives the effect to the revenues and expenses of the acquisition period they were not included in our historical financial statements. The acquisition of Springland is being accounted for using the purchase method of accounting.
The following unaudited pro forma financial data have been included as required by the rules of the SEC and are provided for comparative purposes only. The unaudited pro forma financial data presented are based upon the historical financial statements of Trading Solutions.Com, Inc. and the historical statement of operations of Springland and should be read in conjunction with such financial statements and related notes thereto included in this report.
The pro forma financial data are based upon assumptions and include adjustments as explained in the notes to the unaudited pro forma condensed consolidated financial statements, and the actual recording of the transactions could differ. The unaudited pro forma financial data are not necessarily indicative of the financial results that would have occurred had the acquisition of Springland been effective on and as of the date indicated and should not be viewed as indicative of operations in future periods.
TRADING SOLUTIONS.COM, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of June 30, 2001
| Trading Solutions.Com | Springland | Pro Forma Adjustments | Pro Forma Consolidated |
| Current Assets | |||||
| Cash and cash equivalents | $ 41 | $ 2,214 | $0 | $ 2,255 | |
| Other Receivables | 1,695 | 0 | 0 | 1,695 | |
| Deposit on Land Option | 0 | 65,900 | (9,179) | (a) | 56,721 |
| Prepaid Expenses | 0 | 1,647 | (1,647) | (a) | 0 |
| Total Current Assets | 1,736 | 69,761 | (10,826) | 60,671 |
| Furniture and
Equipment
Equipment Furniture |
2,606 1,273 |
0 0 |
0 0 |
2,606 1,273 |
| 3,879 | 0 | 0 | 3,879 |
| Less: Accumulated Depreciation | 1,204 | 0 | 0 | 1,204 |
| Net Furniture and Equipment | 2,675 | 0 | 0 | 2,675 |
| Other Assets
Trademark and Deferred Costs |
0 |
18,325 |
(18,325) |
(a) |
0 |
| Total Other Assets | 0 | 18,325 | (18,325) | 0 |
| Total Assets | $ 4,411 | $ 88,086 | $ (29,151) | $ 63,346 |
| Current Liabilities | |||||
| Accounts Payable | $ 4,500 | $ 11,214 | $ 0 | $ 15,714 | |
| Advances From Director | 0 | 32,178 | 0 | 32,178 | |
| State Corporate Tax Liability | 800 | 0 | 0 | 800 |
| Total Current Liabilities | 5,300 | 43,392 | 0 | 48,692 |
| Total Liabilities | 5,300 | 43,392 | 0 | 48,692 |
| Stockholders' Equity | |||||
| Common Stock, 20,000,000 shares Authorized at a par value of .001, 2,861,000 outstanding | 28,610 | 0 | 15,543 | (a) | 44,153 |
| Common Stock Unlimited Shares Authorized, 15,542,500 outstanding | 0 | 71,502 | (71,502) | (b) | 0 |
| Paid In Capital | 207,380 | 0 | 0 | (a) | 207,380 |
| Deficit Incurred During Development Stage | (236,879) | (26,808) | 26,808 | (b) | (236,879) |
| Total Stockholders' Equity | (889) | 44,694 | (29,151) | 14,654 |
| Total Liabilities and Stockholders' Equity | $ 4,411 | $ 88,086 | $ (29,151) | $ 63,346 |
See accompanying notes to unaudited pro forma condensed consolidated financial data.
TRADING SOLUTIONS.COM, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended June 30, 2001
| Trading Solutions.Com | Springland | Pro Forma Adjustments | Pro Forma Consolidated |
| Income | $ 8,000 | $ 0 | $ 0 | $ 8,000 |
| Operating Expenses | 5,437 | 2,418 | 0 | 7,855 |
| Income (Loss) From Operations | 2,563 | (2,418) | 0 | 145 |
| Other Income (Expense) | 0 | 0 | 0 | 0 |
| Net Income (Loss) | $ 2,563 | $ (2,418) | $ 0 | $ 145 |
| Net Income (Loss) per common share | $ .01 | $ .00 |
| Weighted Average of Common Shares Outstanding | 2,861,000 | 18,403,500 |
See accompanying notes to unaudited pro forma condensed consolidated financial data.
TRADING SOLUTIONS.COM, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA
The unaudited pro forma financial data has been prepared to give effect to the acquisition by Trading Solutions.Com, Inc. of Springland Beverages, Inc. The column headed "Springland" in the Unaudited Proforma Condensed Consolidated Statement of Operations gives the effect to the revenues and expenses of the acquisition period they were not included in our historical financial statements. The unaudited pro forma condensed consolidated statements are not necessarily indicative of the results of our future operations.
(a) To record acquisition of Springland via issuance of stock.
(b) Reflects elimination of the historical equity of Springland in applying the purchase price.