<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 AMENDMENT NO. 2

                                       TO


                                   FORM 10-KSB

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                   For the fiscal year ended December 31, 1999

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934




                           ENTERPRISES SOLUTIONS, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its Charter)


           Nevada                                         88-0232148
------------------------------------                 -------------------
(State or other jurisdiction of                       (I.R.S. Employer
Incorporation or organization)                       Identification No.)



140 Wood Road, Suite 200, Braintree, Massachusetts           02184
--------------------------------------------------        ----------
    (Address of principal executive offices)              (Zip Code)


                     Issuer's telephone number: 781-356-4387




         Securities registered under Section 12(b) of the Exchange Act:

                                      NONE

         Securities registered under Section 12(g) of the Exchange Act:

                     COMMON STOCK, PAR VALUE $.001 PER SHARE

                                (Title of Class)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 ____

<PAGE>

         Check if there is no 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. [X]

The issuer had no revenues for the fiscal year ended December 31, 1999.

As of July 3, 2000, there were 4,724,282 shares of Common Stock outstanding. The
Common Stock has not traded on the OTC Bulletin Board since March 30, 2000.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None.


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                           FORWARD LOOKING STATEMENTS

This document includes forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934. These statements are based on the
Company's current expectations as to future events. In the light of the
uncertainties in the potential markets for the Company's planned products, the
forward-looking events and circumstances discussed in this document might not
occur and actual results could differ materially from those anticipated or
implied in the forward-looking statements.


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL

         Enterprises Solutions, Inc., a Nevada corporation (the "Company"), was
incorporated on September 16, 1987 under the name of Sedgewicke Business
Alliance, Inc. On December 21, 1994, the Company changed its name to American
Casinos International, Inc. ("ACII") and from that time focused its operations
on the gaming industry. In particular, ACII operated a casino in Venezuela. In
mid-1997, the Venezuelan government effectively shut down all casinos pending
relicensing under a much changed and restrictive law. Although the new law had
not yet been interpreted or clearly defined as to how it would ultimately be
implemented, ACII's casino could not reopen as it had previously operated.

         In August, 1998, the Company capitalized $779,897 in shareholder loans
and accrued payroll expenses. The shareholders to whom the loan and payroll were
owed sold their shares to new investors and were allowed to keep the gaming
equipment in Venezuela as compensation for any and all liabilities associated
with the discontinued gaming operations. The Company also terminated a certain
licensing agreement and the rights to offer Internet bingo and casino games,
which the Company no longer considered part of its corporate business focus.

         On September 1, 1999, the Company changed its name to Enterprises
Solutions, Inc. and, after being introduced to the merits of an engineering plan
to provide security products and a bondable (insurable) architecture for the
Internet, began to focus its endeavors on developing a suite of products and
solutions for Internet security.

Recent Developments

Securities and Exchange Commission Proceedings

         Suspension in Trading of Common Stock. On March 30, 2000, the
Securities and Exchange Commission ("Commission") announced the temporary
suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934
(the "Exchange Act"), of trading of the Common Stock of the Company at 9:30 a.m.
on March 30, 2000 and terminating at 11:59 p.m. on April 12, 2000. The
Commission announced that it temporarily suspended trading in the securities of
the Company because of questions concerning the accuracy and completeness of
assertions made by the Company in its filings with the Commission, in its recent
press releases, and on its Internet website, including questions about the
identity of persons in control of the operations and management of the Company.
The Commission cautioned broker-dealers, shareholders, and prospective
purchasers that they should carefully consider the foregoing information along
with all other currently available information and any information subsequently
issued by the Company. Further, the Commisssion advised that brokers and dealers
should be alert to the fact that, pursuant to Rule 15c2-11 under the Exchange
Act, at the termination of the trading suspension, no quotation may be entered
unless and until they have strictly complied with all of the provisions of the
rule. If any broker or dealer has any questions as to whether or not he has
complied with the rule, he should not enter any quotation but immediately


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contact the staff of the Commission in Washington, D.C. If any broker or dealer
is uncertain as to what is required by Rule 15c2-11, he should refrain from
entering quotations relating to Enterprises Solutions, Inc. securities until
such time as he has familiarized himself with the rule and is certain that all
of its provisions have been met. If any broker or dealer enters any quotation
that is in violation of the rule, the Commission stated that it would consider
the need for prompt enforcement action.

         Court Filing for Temporary Restraining Order and Other Relief. On April
6, 2000, the Commission filed in the U.S. District Court for the Southern
District of New York (1) a motion for Temporary Restraining Order, Order to Show
Cause and Orders Granting Other Relief against the Company and Herbert S.
Cannon, Defendants; (2) a Verified Complaint against the Company, Herbert S.
Cannon and John A. Solomon, Defendants, and Rowen House Ltd. and Montville Ltd.,
Relief Defendants; and (3) and an Ex Parte Application For Order Freezing
Assets, Order To Show Cause Re Preliminary Injunction and Other Relief against
the Company, Herbert S. Cannon, Rowen House, Ltd. and Montville, Ltd.

         The Commission's application for Temporary Restraining Order requests a
Court order (i) freezing certain assets of relief defendants, Rowen House, Ltd
and Montville, Ltd., (ii) requiring these relief defendants to show cause why
preliminary injunctive relief should not be entered, and (iii) enjoining all
defendants and relief defendants from destroying evidence. As to the
Commission's application to freeze assets of the relief defendants, it requested
an immediate freeze, with specified provisos, on (i) all monies held in any
account name maintained at the brokerage firm of Wall Street Equities, in the
name of, for the benefit of, or over which account authority is held by relief
defendants Rowen House, Ltd. and Montville, Ltd., to the extent such funds
represent the proceeds from the sale of shares of stock of the Company, and (ii)
any shares of the Company's Stock contained in such account. The Commission also
applied for expedited discovery for an order that all defendants and relief
defendants, and specified persons associated with them, be restrained and
enjoined from destroying, mutilating, concealing, altering, or disposing of, in
any manner, an document (as defined in the Commission's application). The Court
granted the Commission's application for the above Temporary Restraining Order
on April 6, 2000.

         The Commission's Verified Complaint alleged securities fraud in
violation of the Exchange Act Section 10(b) and Rule 10b-5 promulgated
thereunder and requested relief enjoining the Company, Herbert S. Cannon and
John A. Solomon from violating the Exchange Act, the aforementioned Section
10(b) and Rule 10b-5; ordering Herbert S. Cannon to account for and disgorge,
with interest, all profits he has realized from any sales of the Company's
Common Stock, including sales through brokerage firms over which he had any
direct or indirect control, including those of relief defendants, Rowen House,
Ltd. and Montville, Ltd.; imposing a constructive trust upon any and all
proceeds from the Company's Common Stock sales being held in the brokerage
accounts of relief defendants Rowen House, Ltd. and Montville, Ltd.; and
ordering Herbert S. Cannon and John A. Solomon to pay appropriate civil
penalties.


                                       4
<PAGE>

         The Commission's Ex Parte Aplication for Order Freezing Assets, Order
To Show Cause Re Preliminary Injunction and Other Relief supports its
application for an ex parte order (i) freezing certain assets of the relief
defendants Rowen House, Ltd. and Montville, Ltd., (ii) requiring these relief
defendants to show cause why preliminary injunctive relief should not be
entered, (iii) requiring these relief defendants to each provide certain asset
identifying information, and (iv) enjoining all defendants and relief defendants
from destroying evidence.

         On April 12, 2000, the Commission and the Company reached an agreement
concerning the Temporary Restraining Order. The Commission agreed not to ask the
Court to extend the prohibitions placed on the Company on April 6, 2000. In
return, the Company has agreed that it will not destroy any document as that
term is defined in the April 6, 2000 Temporary Restraining Order. The agreement
reached with the Company applies also to the relief sought against John A.
Solomon, the Company's President and CEO.

         Since the April 6, 2000 hearing, additional hearings were held by the
Court on April 14, 2000 and April 24, 2000, for the purpose of continuing the
temporary restraining order imposed against the relief defendants, Rowen House,
Ltd. and Montville, Ltd. Pursuant to the agreement reached with the Commission,
however, Enterprises Solutions, Inc. and John A. Solomon were not affected by
those hearings or the restraining order issued against the relief defendants.
The order entered by the Court on May 1, 2000 imposes a preliminary injunction
only against relief defendants, Rowen House, Ltd. and Montville, Ltd.

         The Company and John A. Solomon have filed answers to the Commission's
verified complaint. Both the Company and Mr. Solomon deny the Commission's
allegations. Defendant Herbert Cannon has filed a motion to dismiss and a
memorandum in which he denies the Commission's allegations. The Court granted
Mr. Cannon's motion to dismiss with leave for the Commission to refile. The
parties are pursuing discovery at this time, and expect that a trial could be
scheduled by September 2000.

         The Company is working actively to attempt to settle the above
proceedings with the Commission.

Termination of Teaming Agreement with Gemini Computers, Incorporated

         On April 10, 2000, Gemini Computers, Incorporated ("Gemini") advised
the Company that, given the above-described actions by the Commission, it was
terminating the Teaming Agreement in effect between the parties effective
immediately and it had no intent to move forward with any transaction involving
the acquisition of Gemini by the Company.

Offshore Financing

         On April 2, 2000, the Company executed a Deed Poll under the laws of
Switzerland in favor of the holders of notes issued pursuant thereto (the "Deed
Poll"). Upon application of Waltrag A.G., in exchange for a purchase price of
$5,000,000, the Company issued to Waltrag A.G., the initial holder, $5,000,000
principal amount of its Convertible Notes pursuant to the Deed Poll (the
"Notes", such term to include the additional note issued as described below). As
set forth in the Deed Poll, each Note is in registered form and in the minimum
denomination of $250,000 each, bearing a coupon interest rate of 10% nominal
interest per annum, payable monthly in arrears, and maturing April 2, 2001. The
Notes are convertible at the option of the holder into Common Stock of the
Company, on or before April 2, 2001, at a conversion price of 90% of the 22 day
moving average price of the Company's Common Stock, backdated from the time of
the conversion request. The Company received payment of the $5,000,000 purchase
price for the above Notes on April 4, 2000.

         In connection with the issuance of the Notes, as a commission without
payment of additional consideration, Waltrag A.G. was also issued an additional
Note in the principal amount of $250,000, the terms of which Note are the same
as those of the $5,000,000 principal amount of Notes referred to above, and
warrants to purchase 50,000 shares of Common Stock of the Company on or before
April 2, 2003, exercisable at a price equal to 120% of the conversion price of
the Notes calculated as of April 2, 2000.

         Under the Deed Poll, the holder(s) of the Notes and Warrants have
piggyback registration rights for the underlying shares of Common Stock with
respect to any registration statement under the Securities Act of 1933 filed by
the Company at any time. The Company has no right to redeem any of the Notes
prior to their maturity date of April 2, 2001. The holder of Notes may, within
28 days of first becoming entitled to voting shares of the Company such that any
further aquisition of voting shares by the holder, require the Company within a
21 day period to redeem the outstanding Notes. The holder of the Notes has the
express right to demand the redemption of its Notes.


                                       5
<PAGE>

         The Company is not restricted in future financings by the provisions of
the Deed Poll.

         The Deed Poll provides for a minimum subscription price by an applicant
of $100,000. Each holder of notes issued pursuant to the Deed Poll has the
benefit of, and is entitled to enforce the Deed Poll, whether or not such holder
is or is not a party to the Deed Poll. The Company agreed to establish and
maintain in New York, N.Y., a Register of the holders of notes issued pursuant
to the Deed Poll, and to determine amounts, if any, of withholding tax
applicable to any payment in respect to a note.

Description of Business

         The Company's business is in the developmental stage. The Company has
one product under development that it is currently offering, its ESIGuard, a
secure virtual private network ("VPN") guard, which would provide a node to node
domain separating, gateway router. The defining characteristics of this premier
guard would be its ability to provide strong domain separation of communication
channels based upon an independently evaluated, high assurance multi-level
secure ("MLS") security kernel.

The Company's objective is to address what it perceives to be a lack of security
in the Internet applications by developing and providing high assurance security
computer networks and related products and services. Based upon its research,
the Company believes that none of the computer systems and software currently
being used for Internet transactions is adequately secure to business levels of
assurance. Based on independent, trusted third party assessment of the security
properties of its technology, the Company anticipates that its products will
afford the high assurance security levels necessary to support liability bonding
by business insurance carriers, and therefore provide the basis for growth in
electronic commerce over the Internet, particularly in Business-to-Business
(B2B) transactions, and enable Internet E-Commerce to reach critical mass.

The Company's management believes that the demand for trusted network systems
and products has grown significantly in recent years due to the dramatic
increase in the use of the Internet for electronic business transactions, and
its demonstrated vulnerability to attacks, evident by increasing incidents of
break-ins. Further, the Company management believes that, while the current
arsenal of security products may provide adequate defenses against specific
known vulnerabilities, improving the basic integrity of the network platforms
(workstations and servers) provides a more comprehensive and effective approach
to network security against all forms of attacks. To this end, the Company's
product line will concentrate on establishing high assurance platforms, or
enhancing of existing platforms, specifically workstations, such that high
levels of assurance in the security of the networking foundations can be
established, and the integrity of the composed networks sustained. By
establishing secure network foundations with verifiable security properties, the
Company believes that it can enable liability management for eBusiness over the
Internet.

         The Company sees three potential market segments which it expects will
be interested in purchasing its trusted network products and related services:
infrastructure providers, corporate consumers and governments. The three main


                                       6
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product areas which the Company plans to offer to these segments are: (1)
bondable hardware/software products that provide enhancements that extend the
basic platform architecture for a secure network infrastructure; (2) layered
software applications and network services built upon secure server platforms;
and (3) support for consulting and integrator services which provide hosted
services offered to customers.

         The Company has commenced initial planning and development of a network
security architecture, which it plans to market under the Bondable Network
Architecture (BNA) product designation. The Company intends that this planned
family of trusted network server appliances and secure client workstations based
on its technology, would transparently integrate into the existing Internet
environment without modification either to the basic user applications or the
prevailing workstation environment. The Company's planned product line would
support bondable networks satisfying a wide range of E-Commerce business needs,
while preserving current investments in Internet technologies. In addition, the
Company believes that the demand for its products would give rise to a demand
for security related consulting, support and training services.

The Bondable Network Architecture would integrate a scalable number of high
assurance network components connected through existing media (both private and
public networks, such as the Internet) by reliably authenticated, trusted
sessions to compose secure virtual networks isolating the business processes.
The principle components of the BNA include the secure E-Commerce Workstations
and trusted eBusiness Servers.

The planned family of high assurance network servers, of which the ESIGuard is
the first, would host trusted network services which are required to support the
trusted architecture, as well as enterprise-specific value-laden applications.
In addition to the trusted ESIGuard, the Company plans to produce an high
assurance Certificate Authority (CA) server, a secure Web environment in the
form of a Web Server, and trusted, pervasive Directory Services (DS).

         The Company's planned family of trusted workstation products are based
on an additional hardware/software component that would enhance the existing
platform operating system to extend the architecture ensuring the integrity of
the critical security services supported across the Bondable Network
Architecture. Assuming the availability of adequate financing, the Company
estimates time to market of six months for the first of its planned client
components.






                                       7
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Research and Development Expenditures

         The Company has made no expenditures the past fiscal year on research
and development.

Government Regulation

         The Company plans to acquire technologies for use in developing its
products which would enable them to leverage the prior evaluations and evidences
of the technology based on international security criteria. In order to maintain
these government ratings, the Company will have to continuously update its
products with evaluations and ratings. As an example, the Company will be
required to maintain am ITSEC evaluation level of E4 or above assurance level
for marketing in Germany. In addition, the Company will have to establish an
adequate technical basis for providing digital signatures per statues in several
US states.

         In order to import/export any of its high assurance products or any
equipment containing encryption technology, the Company will have to comply with
the relevant regulations then in effect which are promulgated by the various
world governments and US Department of State and/or Commerce.

Industry and Market for the Company's Products and Services

The Need for Business Level Assurances of Protection

         The Company's management believes that as more and more businesses come
to rely on the Internet as a means of communicating and conducting transactions
with suppliers, customers and business partners, the need for secure, trusted
network products will become critical. The market analysis in the 1998 Ernst and
Young Special Report on Technology in Banking and Financial Services presents
technology spending trends on a global basis. The report focuses on E-Commerce,
and the survey findings indicate that global commerce has, in general,
recognized the importance of the direct e-commerce channel and exposes the need
for critical infrastructure - the, as yet, unsolved problems posed by today's
technologies. Of the 100 institutions surveyed in 26 countries most plan to
allocate significant resources to develop the information infrastructure
required to exploit e-commerce. Management believes that this indicates that the
Internet has come of age as a viable

         According to the Gartner Group, "...through the year 2008, enterprises
will continue to evolve into extended enterprises, where business processes
encompass their partners, alliances and suppliers as well as their customers."
In these so-called "value networks" (Ernst & Young), enterprises will use
Internet-derived technology to extend their business processes.

         The Company believes that businesses will continue to extend their
internal business processes to their external business partners, essentially
redefining process boundaries to include the Internet, web server and browsers.
This extranet technology will encompass all major businesses. But as stated by


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Forrester, "...the explosive growth of the Internet raises new dimensions of
risk, in the form of [attacks]...that exploit a system's communication
capabilities." The Company believes that this is equally true of extranets.

         The Company believes that an "open" Internet means an "exposed"
Internet, where the user is not protected. The Gartner Group has also stated
that "As businesses expose their internal process to customers and suppliers,
today's security is being rendered ineffective. Firewalls have reached their
limit - taxed by the growing onslaught of invasive applications and aggressively
outbound users." As one analyst has suggested, "What do you do when there are no
perimeters? If you succeed in making your Web site easier to use, then everybody
is an insider."

         Gartner further states "A new model is needed to save companies from
security's crippling complexity and to enable increased openness." To do this,
Gartner suggests that enterprises "...must adopt tools that add identity and
policy to the extranet while delegating control across the business." The
Company believes this to mean that the business community must establish
liability, accountability and interoperability uniformly across the entire
E-Commerce networking environment which is just as reliable as in the
pen-and-paper based business world. Further, the Company believes that the BNA
will enable these capabilities.

Market Analysis

         The market trends in the Ernst and Young 1998 Special Report on
Technology indicate significant changes from previous years, with the area of
greatest change being Information Technology (IT) project spending. Projections
contained in the report indicate that such spending will be more than twice its
historical levels over the coming two to three years. This increase has been
largely driven by mandatory initiatives, such as the Year 2000 computer problem
and European Union Mandates. In 2001, these mandatory requirements are
anticipated to decline dramatically. The Company believes, however, as
apparently do the analysts, that these budgets will not be cut but rather
reallocated to other areas even over budgetary constraints. Management further
believes that, due to competitive demands, there will be a surge of new
e-commerce budget monies after 2001 resulting from these reallocations.

         The Ernst & Young survey also indicated that stated growth in
e-commerce spending is far out-stripping that of spending for new technologies
as a whole. Respondents indicated that in 1998 they allocated twice as much of
their technology budgets for e-commerce as they allocated in 1997. New
technology budgets are projected to double from 1992 to 2001. Respondents also
indicated that by 2001, they plan to expend 14% of their new technology budgets
on e-commerce, alone. From this survey, the Company believes, as do the
analysts, that during the next five years, there will be allocations of the new
technology budgets for developing the information infrastructure for supporting
e-commerce which will take precedence over technology upgrades.

         Respondents expect to see discretionary funding return to historical
levels (around 31%) by the Year 2000. Additionally, revenue growth through
e-commerce activities, viz., more content provider services, network service
providers, and direct sales channels, continues to be the primary focus of IT
discretionary spending and is projected to remain so for the next three to five
years.


                                       9
<PAGE>

         In view of the survey findings, there are three aspects to the
Company's products and marketing potential to be considered.

         First, according to the survey, sharp increases in IT funding,
primarily attributable to mandatory projects such as Y2K compliance, with no
corresponding reductions after the Year 2000, coupled with increases in
discretionary funding projected for the Year 2000 and after, suggest that key
project activities, such as security ("the number one concern" according to
Gartner Group) and building of the information infrastructure are projected to
receive a major share of the IT budget.

         Secondly, based on the survey predictions of the IT budgets dedicated
for e-commerce and the expressed interests in public key cryptography and
digital certificate systems, the Company believes that a trusted PKI security
service would be positioned to compete for a significant share of this funding.

         Finally, increases in discretionary funding and in discretionary
project budgets will likely address security apart from e-commerce, focusing
strictly on corporate security requirements.

The Company believes analysts reports such as this Ernst & Young report, clearly
identify network security as a top concern of corporate IT departments. As such,
it believes that a comprehensive high assurance network architecture such as its
BNA will create a greater potential to capture the niche security market share
more rapidly when competing with the less comprehensive add-on security products
currently available. For example, it would not be necessary for a customer to
purchase a firewall virus protection and a certificate management system
separately when using a comprehensive high assurance network product such as the
Bonded Network Architecture. The Company believes that high assurance network
products should compete aggressively in the area over the next three to five
years. The Company also believes that as a potential basis for a new financial
services industry, i.e., network bonding and insuring of transactions, its
products would have a significant competitive advantage because of their
enabling of liability management for B2B transactions.

Competition

         The market in which the Company plans to compete is that of bondable,
business-to-business network platforms and services. The Company is not aware
that any of the major network operating system providers currently is basing its
product offerings on high assurance technology.

         The Company believes, however, that the development of its products and
related markets could accelerate the industry for high assurance products. This
would increase competition with the Company's planned products and services and
encourage other companies to enter the market. Many of these other companies may
be far larger and have greater resources than the Company, and could thus
achieve a competitive advantage over the Company in product development and
marketing in the long term.


                                       10
<PAGE>

Employees

         The Company currently has six employees, consisting of four engineers,
one salesperson and one office administrator. The Company plans to hire
additional employees, particularly engineers, to assist in the development of
its products.

ITEM 2.  PROPERTIES

         The Company's executive headquarters is located Southeast of Boston at
140 Wood Road, Suite 200, Braintree, Massachusetts 02184. The office is leased
at a rate of $1,680 per month, initially for a 60-day term commencing May 1,
2000, and renewable on a month-to-month basis thereafter. The Company's Security
Systems Solutions (S3) engineering and product development division and is
located at 50 Ragsdale Drive, Suite 150, Monterey, California 93940. The Company
has entered into a lease for this facility which has a three year term
commencing on September 15, 1999 and expiring on September 14, 2002. The lease
provides for a base rent of $5,919 per month. Pursuant to the lease, the Company
is also responsible for 21.37% of (1) the operating expenses (estimated at
$2,320 per month for the first year and including real property and any public
authority taxes), (2) the services and utilities and (3) the Landlord's
performance of Tenant Company's Covenants (if applicable). The building is a
two-story office building of approximately 4,735 square feet. The Company
believes that the premises are adequately insured.

         The Company's SSS division also has leased a corporate condominium
located at 24525 Outlook Drive, #26, Carmel, California, 93923. The lease is for
a period of one year commencing on September 8, 1999 and expiring on August 31,
2000 at a monthly rent of $2,250.


ITEM 3.  LEGAL PROCEEDINGS

         See "Item 1. Description of Business" for a description of pending
proceedings with the Securities and Exchange Commission.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS

None.


                                       11
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                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
         MATTERS

         The Company's securities trade on the OTC Bulletin Board and in the
over-the-counter market "pink sheets". The Company's trading symbol is "EPSO".
Over-the-counter market quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commissions and may not represent actual transactions. The
following sets forth the range of high and low bid information for the quarterly
periods indicated as reported by the National Quotation Bureau:

                       High      Low                               High     Low
                       ----      ---                               ----     ---
1997:  1st Quarter   .21875     .0625      1998:     1st Quarter   .50      .25
       2nd Quarter   .21875     .03                  2nd Quarter   2.25     .125
       3rd Quarter   .05        .03                  3rd Quarter   5        2
       4th Quarter   .5625      .04                  4th Quarter   6.50     4.50

1999:  1st Quarter   11.25      6          2000:     1st Quarter   21.50    1.50
       2nd Quarter   15.125     11
       3rd Quarter   14         13.50
       4th Quarter   6          1

         The foregoing bid information has been adjusted for the stock dividend
which occurred in June 1999.

Holders

         As of July 3, 2000, the number of holders of record of shares of
common stock, excluding the number of beneficial owners whose securities are
held in street name, was approximately 78.


                                       12
<PAGE>

Dividend Policy

         The Company does not anticipate paying any cash dividends on its common
stock in the foreseeable future because it intends to retain its earnings to
finance the expansion of its business. Thereafter, declaration of dividends will
be determined by the Board of Directors in light of conditions then existing,
including without limitation the Company's financial condition, capital
requirements and business condition.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

Comparison of the Year Ended December 31, 1999 and 1998

         Revenues decreased $328 (100%) to $0 in fiscal 1999 as compared to $328
in fiscal 1998. The decrease resulted from the fact that the Company
discontinued its prior operations and has not yet generated any revenues from
its planned Internet security business.

         Selling, general and administrative expenses increased $1,379,968 to
$1,503,535 in fiscal 1999 from $125,567 in fiscal 1998. The net loss for fiscal
1999 increased $1,378,296 to $1,503,535 from a net loss in 1998 of $125,239 due
to the foregoing.

Liquidity and Capital Resources

         The Company's working capital at April 4, 2000 was $5,000,000. The
Company's primary sources of working capital have been from the offshore
financing from Waltrag, A.G. referenced in Item 1, Recent Developments.

         Currently, the Company's primary cash requirements include the ongoing
cost of the development of its new business plan and the costs of maintaining
its administrative expenses.

ITEM 7.  FINANCIAL STATEMENTS

Financial statements of the Company meeting the requirements of Regulation S-B
are filed on the succeeding pages as listed below:


                                       13











<PAGE>


                           ENTERPRISES SOLUTIONS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                       CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


















                                       14

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                           ENTERPRISES SOLUTIONS, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                               TABLE OF CONTENTS


                                                                        PAGE NO.
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INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORT                           16

CONSOLIDATED FINANCIAL STATEMENTS

    Balance Sheets                                                         17

    Statements of Operations                                               18

    Statements of Shareholders' (Deficit)                                  19

    Statements of Cash Flows                                               20

    Notes to the Consolidated Financial Statements                      21-24





                                       15
<PAGE>

                INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORT

To the Shareholders of
  Enterprises Solutions, Inc.

We have audited the accompanying consolidated balance sheets of Enterprises
Solutions, Inc., (A Development Stage Company) as of December 31, 1999 and 1998,
and the related consolidated statements of operations, shareholders' (deficit)
and cash flows for each of the two years in the period ended December 31, 1999.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Enterprises Solutions, Inc. as of December 31, 1999 and 1998, and the
consolidated results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that
Enterprises Solutions, Inc. will continue as a going concern. As discussed in
Note 3 to the financial statements, the Company has suffered recurring losses
from operations and, at December 31, 1999, had a working capital deficiency of
$471,179 and a shareholders' deficit of $471,179 that raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


April 9, 2000                                         /s/ Van Buren & Hauke, LLC
                                                      --------------------------
                                                      Van Buren & Hauke, LLC





                                       16
<PAGE>


                           ENTERPRISES SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998


<TABLE>
<CAPTION>
                                                                                        December 31,
                                                                                ---------------------------
                                                                                   1999             1998
                                                                                ----------       ----------
<S>                                                                                 <C>             <C>
                                     Assets

Current assets

Cash                                                                            $   31,581       $   38,974
                                                                                ----------       ----------
Total current assets                                                                31,581           38,974
Loans and advances                                                                      --          125,000
                                                                                ----------       ----------
Total assets                                                                    $   31,581       $  163,974
                                                                                ==========       ==========
                     Liabilities and Shareholders' (Deficit)

Current liabilities

Accounts payable and accrued expenses                                           $  246,510       $       --
Demand loans                                                                       256,250               --
                                                                                ----------       ----------
Total current liabilities                                                          502,760               --
                                                                                ----------       ----------
Commitments and contingencies

Shareholders' (deficit)
Preferred stock; $0.001 par value; 5,000,000 shares authorized;
  148,500 and 100,000 shares issued and outstanding at
  December 31, 1999 and 1998, respectively                                             148              100

Common stock; $0.001 par value; 25,000,000 shares authorized;
  4,309,954 and 3,443,340 shares issued and outstanding at
  December 31, 1999 and 1998, respectively                                           4,310            3,444

Additional paid-in capital                                                       2,786,646        1,969,178
(Less) subscription receivable                                                          --          (50,000)
Retained (deficit)                                                              (1,633,509)      (1,633,509)
(Deficit) accumulated during the development stage                              (1,628,774)        (125,239)
                                                                                ----------       ----------
Total shareholders' (deficit) equity                                              (471,179)         163,974
                                                                                ----------       ----------
Total liabilities and shareholders' (deficit)                                   $   31,581       $  163,974
                                                                                ==========       ==========
</TABLE>

                            See accompanying notes.

                                       17

<PAGE>


                           ENTERPRISES SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

                                                              Years Ended
                                                              December 31,
                                                    ----------------------------
                                                        1999              1998
                                                    -----------       ----------
Revenues                                            $        --       $      328
                                                    -----------       ----------
Costs and expenses

  Bad debt expense, net                                 727,617               --
  Salaries, wages and taxes                             122,355               --
  Professional/consultants fees                         387,739           16,821
  Rent                                                   46,664               --
  Insurance                                              31,144               --
  Telephone                                              10,374               --
  Office expenses                                        30,450            5,024
  Relocation expenses                                    48,474
  Stock transfer and related expenses                    11,049            3,722
  Abandonment of licensing agreement                         --          100,000
  Travel and promotion                                   87,669               --
                                                    -----------       ----------
Total costs and expenses                              1,503,535          125,567
                                                    -----------       ----------
Net (loss)                                          $(1,503,535)      $(125,239)
                                                    ===========       ==========

Net (loss) per common share                         $     (0.40)      $   (0.10)
                                                    ===========       ==========

Weighted average common shares                        3,714,010        1,278,071
                                                    ===========       ==========


                            See accompanying notes.

                                       18
<PAGE>

April 9, 2000


                           ENTERPRISES SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
               CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT)


<TABLE>
<CAPTION>
                                            Common Stock            Preferred Stock       Additional                       Total
                                      -----------------------------------------------      Paid-In        Retained     Shareholders'
                                         Shares      Amount       Shares       Amount      Capital        (Deficit)      (Deficit)
                                      ----------------------------------------------------------------------------------------------
<S>                                        <C>          <C>         <C>         <C>          <C>             <C>             <C>
Balance, January 1, 1998                317,340      $  318            --      $ --      $  859,772      $(1,633,509)    $ (773,419)

1998 Activity:
  Preferred shares issued                    --          --       100,000       100          99,900               --        100,000

  Common shares issued                2,084,000       2,084            --        --         243,916               --        246,000

  Common shares issued
    in stock split                    1,042,000       1,042            --        --          (1,042)              --             --

  Capitalize shareholder
    loans and accrued
    payables                                 --          --            --        --         786,397               --        786,397


  (Less) underwriting
    expenses                                 --          --            --        --         (19,765)              --        (19,765)

  (Less) subscription
    receivable                               --          --            --        --         (50,000)              --        (50,000)

  Net (loss)                                 --          --            --        --              --         (125,239)      (125,239)
                                      ----------------------------------------------------------------------------------------------
Balance, December 31, 1998            3,443,340       3,444       100,000       100       1,919,178       (1,758,748)       163,974

1999 Activity:
  Preferred shares issued                    --          --        48,500        48          48,452               --         48,500

  Common shares issued                  326,000         326           --         --         802,174               --        802,500

  Common shares issued
    in stock split                       90,603          90            --        --             (90)              --             --

  Common shares issued
    in cashless warrant
    exercise                            450,011         450            --        --            (450)              --             --

  Subscription receivable-
    paid                                     --          --            --        --          50,000               --         50,000

  (Less) underwriting
    expenses                                 --          --            --        --         (32,618)              --        (32,618)

  Net (loss)                                 --          --            --        --              --       (1,503,535)    (1,503,535)
                                      ----------------------------------------------------------------------------------------------
Balance, December 31, 1999            4,309,954     $ 4,310       148,500     $ 148     $ 2,786,646     $ (3,262,283)    $ (471,179)
                                      ==============================================================================================

</TABLE>

                            See accompanying notes.

                                       19
<PAGE>


                           ENTERPRISES SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


                                                              Years Ended
                                                              December 31,
                                                     ---------------------------
                                                        1999              1998
                                                     ----------      -----------
Cash flows from operating activities
  Net (loss)                                        $(1,503,535)     $ (125,239)
Adjustments to reconcile net (loss)
  to net cash (used) by operating
  activities

  Bad debts                                            739,422               --
  Operating assets and liabilities
    Accounts payable and accrued expenses              246,510
                                                    ----------      -----------
Net cash (used) by operating activities               (517,603)        (125,239)
                                                    ----------      -----------
Cash flows from investing activities
  Loans and advances                                  (614,242)        (125,000)
                                                    ----------      -----------
Net cash (used) by investing activities               (614,242)        (125,000)
                                                    ----------      -----------
Cash flows from financing activities
  Demand loan proceeds                                 349,250           11,500
  Loan repayments                                      (93,000)              --
  Proceeds from issuance of shares
    of common stock                                    802,500          246,000
  Proceeds from issuance of shares
    of preferred stock                                  48,500          100,000
  Subscription receivable                               50,000          (50,000)
  Underwriting expenses                                (32,618)         (19,765)
                                                    ----------      -----------
Net cash provided by financing
  activities                                         1,124,632          287,735
                                                    ----------      -----------
Net (decrease) increase in cash                         (7,213)          37,496

Cash at beginning of year                               38,794            1,478
                                                    ----------      -----------
Cash at end of year                                 $   31,581      $    38,974
                                                    ==========      ===========
Schedule of Non-Cash Financing
  Transactions:

Additional paid-in capital upon
  conversion of debt                                $       --      $   786,397
                                                    ==========      ===========


                            See accompanying notes.

                                       20


<PAGE>


                           ENTERPRISES SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998


1. GENERAL


   Enterprises Solutions, Inc. (ESI) (Company), a Nevada Corporation, together
   with its wholly-owned subsidiary, plans to provide both government and
   commercial enterprises with high assurance security technology.

   The Company is in the development stage and currently has no revenue of a
   continuing nature. It is management's plans to develop and provide high
   assurance security computer networks and related products and services.

   The accompanying financial statements include the consolidated accounts of
   ESI and its wholly-owned subsidiary (a non-operating company with no assets
   or liabilities.) All material intercompany balances and transactions have
   been eliminated.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Method of Accounting

   Assets, liabilities, revenues and expenses are recognized on the accrual
   method of accounting for financial statement presentation and for federal
   income tax purposes.

   Use of Estimates

   The preparation of financial statements in conformity with generally accepted
   accounting principles requires management to make estimates and assumptions
   that affect the reported amounts of assets and liabilities and disclosure of
   contingent assets and liabilities at the date of the financial statements and
   the reported amounts of revenues and expenses during the reporting period.
   Actual results could differ from those estimates.

   Income Taxes

   At December 31, 1999, the Company has net operating loss carry forwards of
   approximately $1,7 million available to offset future taxable income which if
   unused, expire through 2019. Therefore, a provision for income taxes has not
   been provided.

   Net Loss Per Common Share

   Net loss per common share has been computed by dividing the net loss by the
   weighted average number of common shares outstanding during the period.

3. GOING CONCERN

   Currently, the Company has neither substantial revenues of a continuing
   nature nor sufficient working capital to sustain its limited operations.
   Management is planning to raise equity to pursue its intended plan of


                                       21
<PAGE>


                           ENTERPRISES SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998


   operations. No assurance can be had that the Company will be successful in
   raising additional funds or that any funding will be sufficient. The Company
   has limited resources and has depended on outside financings. These
   conditions raise substantial doubt about the Company's ability to continue as
   a going concern. The consolidated financial statements do not include any
   adjustments that might result from the outcome of this uncertainty.

4. LOANS AND ADVANCES

   The Company advanced $105,000 at December 31, 1999 to a company to develop an
   Internet credit and clearing operation. At December 31, 1999 the advance was
   considered worthless and was written off.

5. DEMAND LOANS

   In 1999, the Company borrowed $349,250 from shareholders and others at no
   interest, payable on demand, repaying $93,000 during 1999.

6. SHAREHOLDERS' (DEFICIT)

   In 1999 and 1998 the Company issued 866,614 and 3,126,000 common shares,
   respectively, in private placements, raising $1,048,500 in total.

   In connection with certain of these offerings, the Company also issued,
   during 1998, warrants to purchase 1,200,000 shares common stock at $2.50 per
   share. In connection with the stock split declared in June 1999 these
   warrants were adjusted. The new warrants are to purchase 1,800,000 shares of
   common stock at $1.67 per share. The warrants expire in June 2003 and as of
   December 31, 1999 none of the warrants had been exercised. During 1999
   warrants were issued, in connection with certain common stock issuances, to
   purchase 1,225,000 shares of common stock at $2.50 per common share, the
   warrants had an expiration date of September 6, 2000. These warrants provided
   the investors with a cashless exercise option where a reduced number of
   common shares could be purchased with no additional cash payment. All of
   these warrants were exercised, during 1999. In accordance with the cashless
   exercise option, 811,680 shares of common stock were issued with no
   additional proceeds being received by the Company.

   The Company also issued to certain common shareholders 48,500 and 100,000
   shares of preferred stock at $1.00 per share in 1999 and 1998, respectively.

   In June 1998, the Company capitalized $786,397 of shareholders loan and
   accrued payrolls as part of a transaction in which the shareholders to whom
   these amounts were owed sold their entire interest in the company to new
   shareholders. The Company's involvement in the exchange was to capitalize the
   shareholders loans and accrued payrolls.


                                       22
<PAGE>


                           ENTERPRISES SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998


   In March 1999, the Company amended its certificate of incorporation to change
   its name from American Casinos International, Inc. (ACII), to alter the
   authorized number of common shares to 25,000,000 shares, par value $.001, and
   to authorize 5,000,000 preferred shares, par value $.001, with the Board of
   Directors authorized to determine, among others, the series, etc. These
   changes were made retroactively in these consolidated financial statements.

   In June 1999, the Company declared a 50% common stock split which totaled
   1,238,383 shares. This adjustment was reported in these consolidated
   financial statements as if it had occurred in December 1997.

   The Company's preferred stock is 8% cumulative and redeemable at the
   Company's option at 100%. In 1999 and 1998, the Company issued 48,500 shares
   and 100,000 shares, respectively, at $1.00 per share.

7. STOCK OPTION PLAN

   The Company grants stock options for a fixed number of shares to members of
   the Board of Directors with an exercise price equal to the fair market value
   of the shares at the date of grant. The options are to expire two years after
   the resignation of a Director who has served in that capacity at least one
   year, unless otherwise modified by an action of a majority of the Board of
   Directors. These options are for a term of three years. As of December 31,
   1999 and 1998 no options had been issued or exercised.

8. COMMITMENTS AND CONTINGENCIES

   The Company leases facilities and equipment in both Florida and California.
   The term of these agreements varies from a month-to-month basis to a
   five-year term. The facilities in Florida are leased on a month-to-month
   basis, with a monthly rental cost of $150. The facilities in California are
   leased for a 36-month term, expiring in September 2002, with a monthly rental
   cost of $5,919. The Company is responsible for annual operating expenses,
   services and utilities.

   The minimum lease payments for all of the above facilities and equipment are
   as follows:

                        Calendar Year       Amount
                        -------------       ------
                             2000          $93,486
                             2001           87,286
                             2002           45,891
                             2003            4,468
                             2004            4,130


                                       23
<PAGE>


                           ENTERPRISES SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998


9. SUBSEQUENT EVENT

   On April 4, 2000, the Company received $5,000,000 from a financing
   arrangement in Switzerland whereby the Company issued convertible notes with
   interest at 10% per annum, due April 2, 2001. The notes are convertible at
   the option of the holder into common stock of the Company, on or before April
   2, 2001, at a defined conversion price. In connection with the financing, the
   agent received a note in the amount of $250,000, the terms of which are the
   same as those of the $5,000,000 principal amount of convertible notes. The
   agent was also issued warrants to purchase 50,000 common shares on or before
   April 2, 2003, at a price equal to 120% of the conversion price of the
   convertible notes calculated as of April 2, 2000. The holder of the notes and
   warrants have piggyback registration rights for the underlying shares of
   common stock.

                                       24

<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURES

None.


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS,
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT


The Officers and Directors of the Company are as follows:

Name                           Age       Title
----                           ---       -----
John A. Solomon                50        President and C.E.O*

Gary S. Baker                  52        Executive Vice President-Engineering

Alfred T. Saker                52        Treasurer and Secretary*

Charles E. Bobbish             51        Director

* Indicates Directors

         John A. Solomon has served as the Company's President and Chief
Executive Officer since October, 1999. Mr. Solomon also is a member of the
Company's Board of Directors. Prior to his appointment to his positions with the
Company, from 1979 to 1995, Mr. Solomon was the President and Chief Executive
Officer of Computer Engineering Associates, Inc. ("CEA"), a systems integration
and security technology company. In November, 1995 CEA filed a petition for
voluntary bankruptcy which resulted from cash flow problems CEA encountered
related to several bonded construction projects CEA performed. Because Mr.
Solomon personally indemnified the bonding companies who insured CEA's
construction projects, Mr. Solomon was forced to file for personal bankruptcy in
February, 1997. Mr. Solomon was discharged from his personal bankruptcy in May,
1999.



         Gary S. Baker has served as Vice President and Director of Engineering
and Executive Vice President-Engineering of the Company since August 1999. He
was a Senior Engineer at Stratus Computer from 1993 to 1996, a Senior Engineer
and Manager at Novell Computer from 1996 to 1998 and Director of Engineering at
Sistex from 1998 to 1999. He also serves as a director of the Company's Secure
Systems Solutions Division.






                                       25
<PAGE>

         Alfred T. Saker is the Treasurer and Secretary of the Company and was
elected a Director on June 29, 2000, to fill the vacancy in the Board created by
the resignation of Nina L. Cannon. Mr. Saker received a B.A. in Arts and
Sciences in 1971, and a M.S. in accounting in 1978, from Kent State University.
From 1996 to 1998, Mr. Saker was Finance Manager for International Shipholding
Corporation, a marine transportation company. From 1993 to 1996, he was
Treasurer for American Heavy Lift Shipping Company and, prior thereto, he held
various positions with BP Oil Company, his last position, from 1990 to 1993,
being Manager, Services and Control (Controller).

         Charles E. Bobbish was elected a Director of the Company on July 6,
2000, to fill the vacancy resulting from the resignation of Wayne G. Kight. From
April, 1991, to April,  1995, Mr. Bobbish was a Senior Vice President of Mosaic
Data Systems, Inc., Bedford, Massachusetts, with responsibility for planning and
coordinating information systems implementation and integration. In 1995, Mr
Bobbish had a consulting business involving proposal and business development,
which was, in early 1996, incorporated into Qualserv, Inc., Burlington,
Massachusetts, a proposal writing and business development company, of which he
has served as President from that time to the present. In his present position,
Mr. Bobbish advises executives of large information technology companies on
market positioning and provides inputs to business strategies, directions and
proposals.


Promoter and Former Control Person


         In recent years, Herbert S. Cannon acted as a general business
consultant to management pursuant to a consulting agreements dated July 1, 1998,
and January 7, 2000. As a consultant, Mr. Cannon performed a significant
management role for the Company primarily with respect to raising capital for
the Company and in interviewing and selecting management candidates, including
Wayne B. Kight, the former CEO and President, and John A. Solomon, the current
CEO and President. Mr. Cannon's consulting agreement entitled him to the payment
of $3,000 per month in 1999 and under both agreements he was entitled to a total
award of 300,000 shares of common stock in exchange for his services. Since
January 1, 1999, the Company has paid Mr. Cannon approximately $111,257 in
consulting fees, expense reimbursements and other compensation (including a
$16,500 reimbursement for a loan made by Mr. Cannon on behalf of the Company to
Infotex Holdings, Ltd.). The Company may have made other payments to entities
controlled by Herbert S. Cannon. Mr. Cannon may be deemed a "promoter" and/or a
"controlling person" of the Company, as those terms are defined under the
Securities Act of 1933 and the Securities Exchange Act of 1934. John A. Solomon,
the Company's Chief Executive Officer, upon authorization of the Board of
Directors, terminated Mr. Cannon's consulting arrangement effective March 20,
2000.


         Mr. Cannon also acted as a general business consultant to Infotex
Holdings, Ltd., which the Company agreed to acquire in March 1999. In July 1999,
the Company cancelled its agreement to acquire Infotex. In the months preceding
October, 1999, certain unauthorized press releases concerning the Company were
issued. Mr. Cannon appears to have played a role in the drafting and
dissemination of these press releases. These press releases contained, among
other things, revenue projections and statements about contracts purportedly
awarded to the Company. The Company did not authorize the press releases, and
did not realize the projections nor was it awarded the contracts referred to
therein.


         In addition, in a lawsuit described elsewhere (see "Legal
Proceedings"), the Securities and Exchange Commission has alleged, among other
things, that Mr. Cannon, through several offshore entities, including one listed
under the heading "Security Ownership of Certain Beneficial Owners and
Management", is a beneficial owner of more than 5% of the Company's outstanding
common stock. That issue is being litigated in court between the Commission and
Mr. Cannon. In August, 1987, the Securities and Exchange Commission issued an
order barring Mr. Cannon from the securities industry. In 1988 and again in
1993, in separate civil cases brought by the Commission, federal courts entered
final judgments enjoining Mr. Cannon from violating certain provisions of the
federal securities laws.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         The Company believes that during the fiscal year ended December 31,
1999, all Section 16(a) filing requirements applicable to its officers,
directors and greater than 10% beneficial owners were satisfied.

ITEM 10. EXECUTIVE COMPENSATION

         During the fiscal year ended December 31, 1999, no salaries in excess
of $100,000 per year have been paid to any executive officer or director of the
Company.

LONG-TERM INCENTIVE PLAN AWARDS

The Company has no Long-term Incentive Plan Awards currently in effect.


                                       26
<PAGE>


STOCK AND OPTION COMPENSATION OF OFFICERS AND DIRECTORS

         The Company has authorized the issuance to John A. Solomon of 75,000
shares of Common Stock (and a balance owing of 150,000 shares) at a nominal
price pursuant to Mr. Solomon's Employment Agreement with the Company. At the
Board of Directors meeting held on March 20, 2000, the Board authorized the
issuance to Mr. Solomon of options to purchase 100,000 shares of Common Stock at
a price of $6.25 per share.

         Mr. Wayne B. Kight, a former Director and Executive Vice President of
the Company, purchased 10,000 shares at $.05 per share (adjusted to 15,000
shares by reason of the stock split in June 1999) in June, 1998. At the Board of
Directors meeting held on July 30, 1998, the Board authorized the issuance to
Mr. Kight of options to purchase 22,500 shares of Common Stock at a price of
$.67 per share and options to purchase 15,000 shares of Common Stock at $5.67
per share (adjusted for the June 1999 stock split). At the Board of Directors
meeting held on September 1, 1999, the Board authorized the issuance to Mr.
Kight of options to purchase 10,000 shares of Common Stock at an exercise price
of $7.50 per share. The Company has authorized the issuance to Mr. Kight of
40,000 shares of Common Stock (and a balance owing of 80,000 shares) at a
nominal price pursuant to Mr. Kight's Employment Agreement with the Company. At
the Board of Directors meeting held on March 20, 2000, the Board authorized the
issuance to Mr. Kight of options to purchase 25,000 shares of Common Stock at a
price of $6.25 per share.

         At the Board of Directors meeting held on September 1, 1999, the Board
authorized the issuance to Nina L. Cannon, a former Director of the Company, of
options to purchase 10,000 shares of Common Stock at an exercise price of $7.50
per share. At the Board of Directors meeting held on March 20, 2000, the Board
authorized the issuance to Ms. Cannon of options to purchase 25,000 shares of
Common Stock at a price of $6.25 per share.

         All options referred to above issued to John A. Solomon, Wayne B. Kight
and Nina L. Cannon expire three years from their respective dates of issuance.


EMPLOYMENT CONTRACTS

         The Company has entered into an employment agreement with John A.
Solomon, the term of which is for three years from September 15, 1999. The
agreement provides for Mr. Solomon's employment as the President and Chief
Executive Officer of the Company at an annual salary of $200,000, which would be
increased to $500,000 once the Company receives funding in the amount of
$10,000,000 (the "Funding Event"). In the fiscal year ended December 31, 1999,
Mr. Solomon did not draw any salary from the Company. The agreement provides for
bonuses as determined by the Board of Directors at the sole discretion of the
Board, but not less than 7% of the Net Before Tax corporate profits in each year
of employment. Under the agreement, Mr. Solomon is entitled to borrow up to
$750,000 from the Company on a secured basis, all loans being repayable within
10 years of the first loan being taken out, and with the Company's stock as
collateral in value at least equal to 125% of the loan amount, the amount of
stock to be held as collateral to be adjusted monthly based on the price for the
stock in the market. On June 2, 2000, Mr. Solomon borrowed $650,000 under this
provision. This loan bears interest at the rate of 7% per annum, is due ten
years from the drawdown date, with interest only payable monthly until maturity.
The loan is secured by the pledge of all shares of common stock of the Company
and options to purchase common stock held by Mr. Solomon. The agreement provides
for the issuance of 225,000 shares of common stock of the Company to Mr. Solomon
in three installments of 75,000 shares each at the end of each year of
employment completion; the right to the first installment vested as of execution
of the employment agreement and is to have been issued by December 31, 1999. If
the Funding Event condition is satisfied, Mr. Solomon is entitled under the
agreement to be issued an additional 275,000 shares of common stock at the time
of the resulting increase in his salary.

         The Company has also entered into employment agreements with Michael F.
Thompson, Wayne B. Kight and Gary S. Baker. The agreements have a term of three
years commencing on August 1, 1999 for Mr. Baker, September 20, 1999 for Mr.
Thompson, and October 6, 1999 for Mr. Kight. The agreements provide for a base
salary of $85,000 for Michael F. Thompson, $120,000 for Wayne B. Kight and
$120,000 for Gary S. Baker. The agreement with Mr. Baker stipulates that Mr.
Baker is entitled to purchase 100,000 shares of common stock at a nominal price
in three equal installments, commencing on August 1, 2000, and on the next two
anniversaries of that date. Mr. Kight's agreement provides for the issuance of
40,000 shares of common stock upon execution of the agreement effective October
6, 1999, and of an additional 80,000 shares of common stock in two equal
installments at the end of each of the next two calendar years of service.



                                       27
<PAGE>



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth, as of July 3, 2000, information
concerning the beneficial ownership of the Common Stock of the Company by (i)
each person who is known by the Company to own beneficially more than 5% of the
Company's Common Stock, (ii) each director of the Company, and (iii) all
directors and executive officers of the Company as a group. See "Item 10.
Executive Compensation -- Stock and Option Compensation of Officers and
Directors" for information as to stock and options authorized to be issued to
directors and officers.


                                                                        Approx.
              Name and Address of           Amount and Nature            % of
               Beneficial Owner               Of Ownership               Class
              -------------------           -----------------           -------
John A. Solomon(1)                             75,000(2)                 1.587%

Alfred T. Saker(3)                                --                      --

Charles E. Bobbish(4)                             --                      --

Rowan House Limited                           244,168                    5.168%
 1 Corral Road, Suite 2A
 EuroLife Building, Gibraltar


All directors and officers as a group          75,000                    1.587%




(1) The address for Mr. Solomon is c/o the Company at 140 Wood Road, Braintree,
    Massachusetts 02184.

(2) To be issued under Mr. Solomon's employment agreement.

(3) The address for Mr. Saker is 904 Penny Street S.E., North Canton, Ohio
    44720.

(4) The address for Mr. Bobbish is 82 Drake Road, Burlington, Massachusetts
    01803.



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Omega Funding, Inc., a corporation 100% owned by Nina L. Cannon, a
former director of the Company, made loans to the Company aggregating $94,500 in
1999, and an additional loan of $23,000 on February 24, 2000. In December, 1999,
Nina L. Cannon also made a personal loan to the Company in the amount of
$22,000, which was repaid in January, 2000. In 1999, Omega Funding was also
assigned an additional loan made to the Company by a third party in the amount
of $10,000. All of the loans held by Omega Funding, Inc., aggregating $127,500,
were repaid on June 29, 2000, with interest in the amount of $5,243.

         Dr. Roger Raymond Schell, a former officer of the Company, is a
shareholder in Gemini Computers, Inc. with which the Company had a teaming
agreement.

         See "Security Ownership of Certain Beneficial Owners and Management"
and "Executive Compensation" above.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(A)      EXHIBITS


         NONE












                                       28
<PAGE>

The Company incorporates the following Exhibits by reference to the filings set
forth below:



<TABLE>
<CAPTION>
EXHIBIT NO.            DESCRIPTION                                               FILED AS EXHIBIT
-----------            -----------                                               ----------------
<S>                    <C>                                                       <C>
3.1                    Articles of Incorporation.                                3.1 to Form 10-SB dated November 17, 1999

3.2                    By-Laws                                                   3.2 to Form 10-SB dated November 17, 1999

3.3                    Amended and Restated By-Laws                              3.3 to Amendment No. 1 to Form 10-KSB dated
                                                                                 May 15, 2000

4.1                    Specimen Common Stock Certificate                         4.1 to Amendment No. 1 to Form
                                                                                 10-SB dated January 3, 2000

4.2                    Deed Poll dated April 2, 2000                             4.1 to Form 8-K dated April 7, 2000

10.1                   Lease for SSS Division's Corporate Condominium            10.1 to Form 10-SB dated November 17, 1999

10.2                   Lease for SSS Division's Office Space                     10.2 to Form 10-SB dated November 17, 1999

10.3                   Employment Agreement by and between the Company           10.3 to Amendment No. 1 to Form 10-KSB
                       and John A. Solomon                                       dated May 15, 2000

10.4                   Employment Agreement by and between                       10.6 to Form 10-SB dated November 17, 1999
                       the Company and Gary L. Baker

10.5                   Employment Agreement by and between                       10.5 to Form 10-KSB dated April 12, 2000
                       the Company and Michael F. Thompson

10.6                   Employment Agreement by and between                       10.6 to Form 10-KSB dated April 12, 2000
                       the Company and Wayne B. Kight

10.7                   License Agreement dated May 1, 2000 for the               10.7 to Amendment No. 1 to Form 10-KSB
                       Company's executive offices                              dated May 15, 2000


21                     Subsidiaries of Registrant                                21 to Form 10-KSB dated April 12, 2000

</TABLE>


(B)      REPORTS ON FORM 8-K:

         The Company filed a Form 8-K on April 10, 2000.


                                       29
<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf the undersigned, thereto duly
authorized.

Dated: July 6, 2000


                                       Enterprises Solutions, Inc.


                                       By: /s/ John A. Solomon
                                           -------------------------------------
                                           John A. Solomon,
                                           President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on July 6, 2000.

       SIGNATURE                                                 CAPACITY
       ---------                                                 --------



/s/ Alfred T. Saker                                              Director
----------------------
Alfred T. Saker

                                                                 Director
----------------------
Charles E. Bobbish







                                       30