-----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, Bx6WNZVQrM0Y21qDShI87lG1rV2ujPlcasvnBZB4xR5mSTRN2QoVKN/8Yme3STA4 Z3MzwWZ4Fg2j0IczHHoMlg== 0000950134-02-001937.txt : 20020415 0000950134-02-001937.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950134-02-001937 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020228 ITEM INFORMATION: Other events FILED AS OF DATE: 20020308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLUS SOLUTIONS INC CENTRAL INDEX KEY: 0001081418 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RADIO TV & CONSUMER ELECTRONICS STORES [5731] IRS NUMBER: 880412455 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28331 FILM NUMBER: 02570777 BUSINESS ADDRESS: STREET 1: 14677 MIDWAY ROAD STREET 2: SUITE 206 CITY: ADDISON STATE: TX ZIP: 75001 BUSINESS PHONE: 9726870090 MAIL ADDRESS: STREET 1: 14677 MIDWAY ROAD STREET 2: SUITE 206 CITY: ADDISON STATE: TX ZIP: 75001 FORMER COMPANY: FORMER CONFORMED NAME: SOUND DESIGNS INC DATE OF NAME CHANGE: 19991130 8-K 1 d94849e8-k.txt FORM 8-K UNITED STATES 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): MARCH 7, 2002 (FEBRUARY 8, 2002) PLUS SOLUTIONS, INC. (Name of Registrant) NEVADA 000-28331 88-0412455 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification Number) 14677 MIDWAY ROAD, SUITE 206, ADDISON, TEXAS, U.S.A. (Address of principal executive officers) 75001 (Zip Code) 972-687-0090 (Registrant's telephone number, including area code) 6436 LABURNUM STREET, VANCOUVER, BRITISH COLUMBIA, CANADA V6M 3S9 (Former address of principal executive offices) ITEM 5. OTHER ITEMS. On February 8, 2002, Plus Solutions, Inc. (the "Company") rescinded its September 5, 2001 agreement to acquire Applied Technology Solution Integrators, Inc. ("ATSI") based on the inability of ATSI to deliver audited financial statements and the inaccuracy of certain ATSI's representations and warranties in the agreement (the "Rescission"). The Rescission, which was approved by a majority of the previous stockholders of ATSI, was accomplished by a rescission of the merger between ATSI and a wholly-owned subsidiary of the Company. Pursuant to the terms of a Rescission Agreement between the Company and ATSI dated February 8, 2002, the Company cancelled all shares of the Company's Series B Preferred Stock previously issued to the stockholders of ATSI. The Company returned all certificates and records regarding ATSI common stock to ATSI. Paul Harkins resigned as an officer and director of the Company. In addition, the Company retained the rights to certain contracts, as well as its core asset, the ExpressOrder software program. Max L. Golden has been elected President of the Company by the Company's board of directors. The Company will continue in its current line of business to provide financial products and services to banks, mortgage brokers, appraisal firms, real estate professionals, and credit unions. As a result of the Rescission, the beneficial ownership of our common stock and our management are substantially as disclosed in our annual report on Form 10-KSB filed December 1, 2002. Michael Elam continues to serve as our Vice President and Chief Technology Officer. All shares of our Series B Preferred Stock have been cancelled. 2 SIGNATURE 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. Date: March 7, 2002 PLUS SOLUTIONS, INC. By: /s/ MAX GOLDEN ------------------------------------------ Vice President and Chief Financial Officer 3 -----END PRIVACY-ENHANCED MESSAGE-----