Fleeger Matthew – ‘SC 13D’ on 3/3/04 re: Medsolutions Inc

On:  Wednesday, 3/3/04, at 4:41pm ET   ·   Accession #:  1010549-4-150   ·   File #:  5-79390

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              5     22K 

SC 13D
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SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, DC 20549

----------------

SCHEDULE 13D  
(Rule 13d-101)  

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT 
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 
RULE 13d-2(a) 

(Amendment No. __________ )(1)

MedSolutions, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

 Common Stock, par value $.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

58504N108 
--------------------------------------------------------------------------------
(CUSIP Number)

Matthew H. Fleeger
c/o MedSolutions, Inc.
 12750 Merit Drive
Park Central VIII, Suite 770
 Dallas, Texas 75251
(972) 931-2374
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person 
Authorized to Receive Notices and Communications) 

September 10, 2001
--------------------------------------------------------------------------------
 (Date of Event which Requires Filing of This Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box [_].                                                              

          Note:  Schedules filed in paper format shall include a signed original
     and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.                          

(Continued on following pages)
 (Page 1 of 5 Pages)

----------                                                                      
(1)  The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
would alter disclosures provided in a prior cover page.               

     The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).                                                                         

SC 13D
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CUSIP No. 58504N108                     13D                    Page 2 of 5 Pages

________________________________________________________________________________
1    NAME OF REPORTING PERSONS                                                  
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)           

Matthew H. Fleeger                                                    
________________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                          
                                                          (a)  [_]
                                                          (b)  [_]

________________________________________________________________________________
3    SEC USE ONLY                                                               

________________________________________________________________________________
4    SOURCE OF FUNDS*                                                           

PF, OO                                                                
________________________________________________________________________________
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]  

________________________________________________________________________________
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

U.S.A.                                                                
________________________________________________________________________________
7    SOLE VOTING POWER                            

NUMBER OF                                                                   
                1,280,079 (includes the right to acquire 632,985 shares)
   SHARES      _________________________________________________________________
8    SHARED VOTING POWER                          
BENEFICIALLY                                                                    

OWNED BY          0                                                         
               _________________________________________________________________
EACH       9    SOLE DISPOSITIVE POWER                                  

REPORTING                                                                   
                1,280,079 (includes the right to acquire 632,985 shares)
   PERSON      _________________________________________________________________
10   SHARED DISPOSITIVE POWER                     
WITH                                                                    

0                                       
________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

1,280,079 (includes the right to acquire 632,985 shares)              
________________________________________________________________________________
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     

                                                               [_]

________________________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

7.4%                                                                  
________________________________________________________________________________
14   TYPE OF REPORTING PERSON*                                                  

IN                                                                    
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT! 

SC 13D
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CUSIP No. 58504N108                     13D                    Page 3 of 5 Pages

________________________________________________________________________________
Item 1.  Security and Issuer.                                                   

         The securities covered by this Schedule 13D are shares of common stock,
$.001 par value (the "Common Stock"), of MedSolutions, Inc., a Texas corporation
(the "Company").  The Company's principal executive offices are located at 12750
Merit Drive, Park Central VIII, Suite 770, Dallas, Texas 75251.                 

________________________________________________________________________________
Item 2.  Identity and Background.                                               

(a) This  statement  on Schedule  13D is being filed by Matthew H.  Fleeger,  an
individual ("Mr. Fleeger");                                                     

(b) The business address of Mr. Fleeger is 12750 Merit Drive, Park Central VIII,
Suite 770, Dallas, Texas 75251;                                                 

(c) Mr. Fleeger is the President and Chief Executive  Officer and also serves as
a director of the Company,  which is located at 12750 Merit Drive,  Park Central
VIII, Suite 770, Dallas, Texas 75251;                                           

(d) Mr.  Fleeger has not,  during the past five  years,  been  convicted  in any
criminal proceeding (excluding traffic violations and similar misdemeanors);    

(e) Mr.  Fleeger has not,  during the past five  years,  been a party to a civil
proceeding of a judicial or administrative  body of competent  jurisdiction that
resulted  in  enjoining  future  violations  of,  or  prohibiting  or  mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws;                                                      

(f) Mr. Fleeger is a U.S. citizen.                                              
________________________________________________________________________________
Item 3.  Source and Amount of Funds or Other Consideration.                     

         The  Company's  registration  statement on Form 10 became  effective on
September 10, 2001,  giving rise to Mr. Fleeger's  reporting  obligations  under
Section 13(d) of the Securities  Exchange Act of 1934, as amended. As of January
1, 2004,  Mr.  Fleeger  owned  647,094  shares of Common Stock and the rights to
currently acquire 632,985 shares of Common Stock  (collectively,  the "Shares").
Of the 1,280,079  Shares  beneficially  owned by Mr. Fleeger:  440,844 shares of
Common  Stock were  acquired by Mr.  Fleeger from his  personal  funds;  200,000
shares of Common  Stock were  awarded to Mr.  Fleeger  as bonuses  for  services
rendered to the Company;  6,250 shares of Common Stock were issued in return for
Mr. Fleeger personally  guaranteeing a letter of credit on the Company's behalf;
and the rights to currently  acquire 632,985 shares of Common Stock were awarded
to Mr.  Fleeger by the Company in return for accrued salary and advances made to
the issuer by Mr. Fleeger.                                                      
________________________________________________________________________________
Item 4.  Purpose of Transaction.                                                

         Mr. Fleeger  acquired the Shares for investment  purposes.  Mr. Fleeger
currently serves as president, chief executive officer, and as a director of the
Company.  Mr.  Fleeger and the  remainder  of the  Company's  board of directors
presently  plan to fill the vacancy  created by the  resignation  of Dr.  Donald
McAfee from the Company's  board of directors.  The Company's board of directors
also  considers from time to time  acquisition  candidates to further expand the
Company's  business.  Other than as set forth in the  preceding  sentences,  Mr.
Fleeger does not have any plans or proposals which relate to or would result in:

(a) The acquisition by any person of additional securities of the issuer, or the
disposition of securities of the issuer;                                        

(b) An extraordinary corporate transaction,  such as a merger, reorganization or
liquidation, involving the issuer or any of its subsidiaries;                   

(c) A sale or  transfer  of a material  amount of assets of the issuer or any of
its subsidiaries;                                                               

(d) Any change in the present  board of directors or  management  of the issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;                                       

(e) Any material change in the present  capitalization or dividend policy of the
issuer;                                                                         

(f) Any other material  change in the issuer's  business or corporate  structure
including  but  not  limited  to,  if  the  issuer  is a  registered  closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the Investment  Company Act
of 1940;                                                                        

(g) Changes in the issuer's charter, bylaws or instruments corresponding thereto
or other  actions which may impede the  acquisition  of control of the issuer by
any person;                                                                     

(h) Causing a class of  securities  of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;               

(i) A class of equity securities of the issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act; or                     

(j) Any action similar to any of those enumerated above, except in the course of
his duties as an officer and director of the Company.                           

SC 13D
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CUSIP No. 58504N108                     13D                    Page 4 of 5 Pages

________________________________________________________________________________
Item 5.  Interest in Securities of the Issuer.                                  

(a) As of the date hereof, Mr. Fleeger beneficially owns 1,280,079 shares of the
Company's Common Stock. The 1,280,079 shares  beneficially  owned by Mr. Fleeger
represent  7.4% of the  17,265,488  shares of Common  Stock that the Company had
outstanding  as of November 15, 2003, as reported in its Form 10-QSB as filed on
November 25, 2003;                                                              

(b) Number of shares as to which Mr. Fleeger has:                               
sole power to vote or direct the vote:                     1,280,079    
shared power to vote or direct the vote:                           0    
sole power to dispose or direct the disposition:           1,280,079    
shared power to dispose or direct the disposition:                 0    

(c) Mr.  Fleeger  acquired  75,000 shares of Common Stock in the form of a bonus
from the Company on January 1, 2004;                                            

(d) Not applicable;                                                             

(e) Not applicable.                                                             
________________________________________________________________________________
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect  
to Securities of the Issuer.                                  

         Mr.  Fleeger  has  no  contracts,   arrangements,   understandings   or
relationships  (legal  or  otherwise)  with  any  person  with  respect  to  any
securities  of the  Company,  finder's  fees,  joint  ventures,  loan or  option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the  giving  or  withholding  of  proxies,  or a pledge  or  contingency  the
occurrence of which would give another  person  voting or investment  power over
the securities of the Company.                                                  
________________________________________________________________________________
Item 7.  Material to be Filed as Exhibits.                                      

None                                                                            
________________________________________________________________________________

SC 13D
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SIGNATURE 

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.                                                                        

Date: March 3, 2004                             /s/ Matthew H. Fleeger          
                                               ---------------------------------
                                               Matthew H. Fleeger, President and
                                     Chief Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		3/3/04		5					8-K
		1/1/04		3		4			4
		11/25/03		4					10QSB
		11/15/03		4
		9/10/01		1		3
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