-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JzcHTJOss7x8uV9b92dosjOTflmkSTIIhsKZ+M2mmMc2YpQla0QYVJLYK/bTJAbS lgjFVO0IkduYkYMqFgIP8w== 0000950123-98-007663.txt : 19980817 0000950123-98-007663.hdr.sgml : 19980817 ACCESSION NUMBER: 0000950123-98-007663 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19980605 ITEM INFORMATION: FILED AS OF DATE: 19980814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SECURITIES RESOLUTION ADVISORS INC CENTRAL INDEX KEY: 0001017655 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 731479833 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-28720 FILM NUMBER: 98690758 BUSINESS ADDRESS: STREET 1: 80 SEAVIEW BLVD STREET 2: SUITE 220 CITY: PORT WASHINGTON STATE: NY ZIP: 11050 BUSINESS PHONE: 516-625-4040 MAIL ADDRESS: STREET 1: 7633 EAST 63RD PL STREET 2: SUITE 220 CITY: TULSA STATE: OK ZIP: 74133 FORMER COMPANY: FORMER CONFORMED NAME: ROSE INTERNATIONAL LTD DATE OF NAME CHANGE: 19960627 8-K/A 1 FORM 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): JUNE 5, 1998 SECURITIES RESOLUTION ADVISORS, INC. (Exact name of registrant as specified in its charter) ROSE INTERNATIONAL LTD. (Former name of registrant) DELAWARE 0-28720 73-1479833 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 80 SEAVIEW BLVD., PORT WASHINGTON, NY 11050 (Address of principal executive office) 7633 EAST 63RD PLACE, SUITE 220, TULSA, OKLAHOMA 74133 (Former address of principal executive office) Registrant's telephone number, including area code (516) 625-4040 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED The audited financial statement of the acquired business, The Accord Group, Inc. together with the audit report of Stephen P. Higgins, C.P.A. is attached hereto as Exhibit 1. (b) PRO FORMA FINANCIAL INFORMATION Effective June 1, 1998, the Company acquired 82.01% of the outstanding common stock of The Accord Group, Inc. in exchange for 8,000,000 shares of the common stock of the Company. The transaction will be accounted for as a reverse acquisition with The Accord Group, Inc. being accounted for as the historical entity. The pro forma exhibits include a combining balance sheet as of March 31, 1998 which reflects the effect of the stock issued in the acquisition and the recording of the fair value adjustment to Rose International Ltd. to give effect to purchase accounting. In addition two combining pro forma statements of operations are included which present income (loss) from continuing operations for the three months ended March 31, 1998 and the year ended December 31, 1997. (c) EXHIBITS (1) Audited financial statement of The Accord Group, Inc. as of December 31, 1997 and for the year then ended (2) (a) Pro forma combined balance sheet as of March 31, 1998 (b) Pro forma combined income statement for the year ended December 31, 1997 (c) Pro forma combined income statement for the three months ended March 31, 1998 (3) Consent of Stephen P. Higgins, C.P.A. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SECURITIES RESOLUTION ADVISORS, INC. By: /s/ Richard Singer, II Richard Singer, II, President and Principal Accounting Officer Date: August 13, 1998 3 EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION ------- ----------- (1) Audited financial statement of The Accord Group, Inc. as of December 31, 1997 and for the year then ended (2) (a) Pro forma combined balance sheet as of March 31, 1998 (b) Pro forma combined income statement for the year ended December 31, 1997 (c) Pro forma combined income statement for the three months ended March 31, 1998 (3) Consent of Stephen P. Higgins, C.P.A. EX-99.1 2 AUDITED FINANCIAL STATEMENT OF THE ACCORD GROUP 1 STEPHEN P. HIGGINS, C.P.A. 67 DUMBARTON DRIVE HUNTINGTON, NEW YORK 11743 (516) 271-0381 FAX (516) 271-0385 THE ACCORD GROUP, INC., ET AL FINANCIAL STATEMENTS DECEMBER 31, 1997 EXHIBIT 1 2 STEPHEN P. HIGGINS, C.P.A. 67 DUMBARTON DRIVE HUNTINGTON, NEW YORK 11743 (516) 271-0381 FAX (516) 271-0385 THE ACCORD GROUP, INC., ET AL TABLE OF CONTENTS DECEMBER 31, 1997 PAGE ---- AUDITORS REPORT 1 CONSOLIDATED BALANCE SHEET 2 CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS 3 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY 4 CONSOLIDATED STATEMENT OF CASH FLOWS 5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 6-8 3 Stephen P. Higgins, C.P.A. 67 Dumbarton Drive Huntington, New York 11743 (516) 271-0381 Fax (516) 271-0385 Mr. Richard Singer, President The Accord Group, Inc., et al 80 Seaview Boulevard Port Washington, New York 11050 We have audited the balance sheet of The Accord Group, Inc., et al as of December 31, 1997 and the related consolidated statements of income, retained earnings, changes in stockholders equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and schedules are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and schedules. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Accord Group, Inc., et al at December 31, 1997 and the results of its operations and cash flows for the year then ended in conformity with generally accepted accounting principles. /s/ Stephen P. Higgins, C.P.A. Huntington, New York April 10, 1998 4 THE ACCORD GROUP, INC., ET AL CONSOLIDATED BALANCE SHEET DECEMBER 31, 1997 CURRENT ASSETS Cash & Cash Equivalents $226,300 Receivables 512,662 -------- TOTAL CURRENT ASSETS $738,962 Fixed Assets At Cost, Net of Accumulated Depreciation & Amortization 98,045 Organization Costs, net 9,252 OTHER ASSETS Security Deposits $ 11,181 -------- TOTAL OTHER ASSETS 11,181 -------- TOTAL ASSETS $857,440 ======== LIABILITIES & SHAREHOLDER'S EQUITY CURRENT LIABILITIES Accounts Payable & Accrued Expenses $18,586 Taxes Payable 5,200 ------- TOTAL CURRENT LIABILITIES $ 23,786 Due to Shareholder 50,000 Minority Interests 2,037 -------- TOTAL LIABILITIES $ 75,823 SHAREHOLDER'S EQUITY Common Stock, $.001 Par Value 20,000,000 Shares Authorized, 9,753,375 Issued and Outstanding $ 9,753 Paid in Capital 657,396 Retained Earnings 114,468 -------- TOTAL SHAREHOLDER'S EQUITY $781,617 -------- TOTAL LIABILITIES & SHAREHOLDER'S EQUITY $857,440 ========
The Notes are an integral part of the Financial Statements. -2- 5 THE ACCORD GROUP, INC., ET AL CONSOLIDATED STATEMENT OF INCOME (LOSS) AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1997 REVENUE $530,959 DIRECT COSTS 145,000 -------- GROSS PROFIT $385,959 SELLING, GENERAL & ADMINISTRATIVE EXPENSES 324,518 -------- INCOME FROM OPERATIONS $ 61,441 OTHER (INCOME) AND EXPENSE INTEREST EXPENSE 4,000 DEPRECIATION & AMORTIZATION 19,820 -------- TOTAL OTHER (INCOME) AND EXPENSE $ 23,820 -------- INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 37,621 PROVISION FOR INCOME TAXES 5,200 -------- NET INCOME (LOSS) $ 32,421 RETAINED EARNINGS -- BEGINNING 82,047 -------- RETAINED EARNINGS -- DECEMBER 31, 1997 $114,468 ======== NET INCOME PER SHARE $ 0.003 ========
The Notes are an integral part of the Financial Statements. -3- 6 THE ACCORD GROUP, INC. ET AL CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS, EQUITY FOR THE YEAR ENDED DECEMBER 31, 1997 Additional Number Par Common Paid In Retained Stockholders' of Shares Value Stock Capital Earnings Equity Balance January 1, 1997 200 .01 $ 2 $ $122,045 $122,047 Common Stock Issued 3,999,800 .01 39,998 (39,998) Common Stock Sold 680,000 .01 6,800 673,200 680,000 Common Stock Converted: (4,680,000) .01 (46,800) (46,800) 9,753,000 .001 9,753 (15,804) (6,051) Net Income 32,421 32,421 ---------- ---- -------- -------- -------- -------- Balance December 31, 1997 9,753,000 .001 $ 9,753 $657,396 $114,468 $781,617 ========== ==== ======== ======== ======== ========
See Notes are an integral part of the Financial Statements. -4- 7 THE ACCORD GROUP, INC., ET AL CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1997 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 32,421 Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: Depreciation and Amortization $ 19,820 Change in Assets and Liabilities: Accounts Receivable (428,662) Taxes Payable 5,200 Accounts Payable and Accrued Expenses 15,721 --------- Total Adjustments $(387,921) --------- Net Cash Used By Operating Activities $(355,500) CASH FLOWS FROM INVESTING ACTIVITIES: Capital Expenditures $ (45,000) Purchase of Common Stock (61,000) Issuance of Common Stock 680,000 --------- Net Cash Provided By Investing Activities 574,000 --------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 218,500 CASH AND CASH EQUIVALENTS--BEGINNING OF YEAR 7,800 CASH AND CASH EQUIVALENTS--END OF YEAR $ 226,300 =========
The Notes are an integral part of the Financial Statements. -5- 8 THE ACCORD GROUP, INC., ET AL NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1997 Note 1 - Summary of Significant Accounting Policies Organization The Accord Group Inc. ("Accord") purchased 80% of the outstanding shares of Kurel Products, Inc. ("Kurel") on December 19, 1997. Simultaneously with the purchase the shareholder approved a reverse merger and name change which increased capital to 20,000,000 shares of $.001 par value common stock. Principles of Consolidation The consolidated financial statements include the accounts of The Accord Group, Inc. ("Accord") and all of its majority-owned subsidiaries, after elimination of all significant intercompany transactions and accounts. Consolidated subsidiaries include Securities Resolution Advisors, Inc. ("SRA"), a wholly-owned subsidiary; and Kurel, an eighty percent owned subsidiary. Minority interest, reported in these consolidated financial statements, represents the twenty percent of common stock of Kurel owned by minority shareholders. Business Operations Accord, through SRA, services the investing community who have lost money due to the advice, lack of fiduciary responsibility, fraud and numerous other reasons. SRA advises it customers as to an appropriate coarse of action in regard to arbitration as well as settlement with brokers as well as brokerage firms. If an action is warranted, SRA will prepare all necessary documentation in order to file an arbitration with the appropriate regulatory agency. All services are rendered on a contingency basis. Basis of Accounting Accord maintains its books on the accrual basis of accounting for financial statement and income tax preparation. Depreciation & Amortization Depreciation & Amortization are calculated using the straight-line method over the estimated useful life or remaining lease term for leasehold improvements. Renewals and betterments are capitalized to the related asset. Repairs & Maintenance are charged to expense as incurred. -6- 9 THE ACCORD GROUP, INC., ET AL NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1997 Cash and Cash Equivalents For purposes of the statement of cash flows, Accord considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. Organization Costs Organization costs are being amortized over five years using the straight-line method. Note 2 - Fixed Assets Fixed Assets at December 31, 1997 are comprised of: Computer and Office Equipment and Office Furniture $124,124 Less: Accumulated Depreciation & Amortization 26,079 -------- Net Fixed Assets $ 98,045 ========
Note 3 - Commitments Accord rents office space located in Port Washington, New York under a non-cancelable operating lease expiring in March 1999. Future minimum lease payments for each of the next 2 years and in aggregate are as follows: December 31, 1998 $26,400 1999 3,600 ------- TOTAL $30,000 =======
Note 4 - Concentrated Credit Risks Accord is principally engaged in arbitration settlement. Consequently, Accord's ability to collect the amounts due from customers may be affected by economic fluctuations. -7- 10 THE ACCORD GROUP, INC., ET AL NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1997 Note 5 - Related Party Transactions During the year ended December 31, 1996 a shareholder advanced monies totalling $50,000 in the form of unsecured demand notes to fund operations. These loans bear interest at 8% per annum. -8- EX-99.2.A 3 PRO FORMA COMBINED BALANCE SHEET 1 SECURITIES RESOLUTION ADVISORS, INC. (FORMERLY ROSE INTERNATIONAL LTD.) PRO FORMA COMBINED BALANCE SHEET EXHIBIT (2-A) MARCH 31, 1998
Pro Forma Pro Forma Balance Rose Accord Adjustments Sheet ------------ ------------ ------------ ------------ ASSETS Cash $ 1,033 $ 193,829 $ 194,862 Marketable equity securities 2,878 2,878 Accounts receivable 3,250 506,430 509,680 ------------ ------------ ------------ ------------ Current assets 7,161 700,259 707,420 Office furniture and equipment, net 95,118 95,118 Marketable equity securities 3,000,000 A (2,310,000) 690,000 held for investment Organization costs, net 5,761 8,743 14,504 Deposits 11,181 11,181 ------------ ------------ ------------ ------------ $ 3,012,922 $ 815,301 $ (2,310,000) $ 1,518,223 ============ ============ ============ ============ LIABILITIES Accounts payable and accrued $ 27,770 $ 28,718 $ 56,488 expenses Taxes payable 439 439 ------------ ------------ ------------ ------------ Current liabilities 27,770 29,157 56,927 Minority interest 2,037 2,037 ------------ ------------ ------------ ------------ Total liabilities 27,770 31,194 58,964 STOCKHOLDERS' EQUITY Common stock 65,222 9,753 A 70,247 145,222 Additional paid in capital 11,005,075 657,396 A (9,667,392) 1,995,079 Retained earnings (deficit) (7,287,145) 116,958 A 7,287,145 116,958 ------------ ------------ ------------ ------------ 3,783,152 784,107 (2,310,000) 2,257,259 Less subscriptions receivable (798,000) (798,000) ------------ ------------ ------------ ------------ Total stockholders' equity 2,985,152 784,107 (2,310,000) 1,459,259 ------------ ------------ ------------ ------------ $ 3,012,922 $ 815,301 $ (2,310,000) $ 1,518,223 ============ ============ ============ ============
(A) Records the adjustment to fair value of the assets of Rose International Ltd to account for the reverse acquisition by The Accord Group, Inc. and the related 8,000,000 common shares issued by Rose International Ltd. EX-99.2.B 4 PRO FORMA COMBINED INCOME STATEMENT 1 SECURITIES RESOLUTION ADVISORS, INC. (FORMERLY ROSE INTERNATIONAL LTD.) PRO FORMA COMBINED STATEMENT OF OPERATIONS EXHIBIT (2-B) YEAR ENDED DECEMBER 31, 1997
Pro Forma Pro Forma Statement of Rose Accord Adjustments Operations ------------ ------------ ------------ ------------ Revenues $ -- $ 530,959 $ 530,959 Direct costs 145,000 145,000 ------------ ------------ ------------ ------------ Gross profit 385,959 385,959 Selling general and administrative expense 102,162 344,338 446,500 ------------ ------------ ------------ ------------ Operating income (102,162) 41,621 (60,541) Other income (expense): Interest income 1,236 1,236 Realized gain (loss) on sale of marketable (15,062) (15,062) equity securities Unrealized loss on marketable equity securities (801) (801) Interest expense (4,000) (4,000) ------------ ------------ ------------ ------------ (14,627) (4,000) (18,627) ------------ ------------ ------------ ------------ Income (loss) before income taxes (116,789) 37,621 (79,168) Income taxes 3,000 5,200 A (5,200) 3,000 ------------ ------------ ------------ ------------ Income (loss) from continuing operations (119,789) 32,421 5,200 (82,168) ============ ============ ============ ============ Weighted average common shares 6,525,000 8,000,000 14,525,000 ============ ============ ============ Earnings (loss) per common share: ------------ ------------ Continuing operations $ (0.018) $ (0.006) ============ ============
(A) Eliminate current income taxes EX-99.2.C 5 PRO FORMA COMBINED INCOME STATEMENT 1 SECURITIES RESOLUTION ADVISORS, INC. (FORMERLY ROSE INTERNATIONAL LTD.) PRO FORMA COMBINED STATEMENT OF OPERATIONS EXHIBIT (2-C) YEAR ENDED DECEMBER 31, 1997
Pro Forma Pro Forma Statement of Rose Accord Adjustments Operations ------------ ------------ ------------ ------------ Revenues $ -- $ 112,638 $ 112,638 Direct costs 33,792 33,792 ------------ ------------ ------------ ------------ Gross profit 78,846 78,846 Selling general and administrative expense 2,716 75,917 78,633 ------------ ------------ ------------ ------------ Operating income (2,716) 2,929 213 Other income (expense): Interest income 48 48 Realized gain (loss) on sale of assets (4,560) (4,560) Unrealized loss on marketable equity securities (2,053) (2,053) Interest expense ------------ ------------ ------------ ------------ (6,565) (6,565) ------------ ------------ ------------ ------------ Income (loss) before income taxes (9,281) 2,929 (6,352) Income taxes 439 A (439) ------------ ------------ ------------ ------------ Net income (loss) (9,281) 2,490 439 (6,352) ============ ============ ============ ============ Weighted average common shares 6,525,000 8,000,000 14,525,000 ============ ============ ============ ------------ ------------ Earnings (loss) per common share $ (0.001) $ (0.000) ============ ============
(A) Eliminate current income taxes EX-99.3 6 CONSENT OF STEPHEN P. HIGGINS 1 STEPHEN P. HIGGINS, C.P.A. 67 DUMBARTON DRIVE HUNTINGTON, NEW YORK 11743 (516) 271-0381 FAX (516) 271-0385 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this current report of Securities Resolution Advisors Inc. and subsidiary on Form 8K/A of our report dated April 10, 1998 for the year ended December 31, 1997. /s/ Stephen P. Higgins, CPA Huntington, New York August 12, 1998 Cc: Richard Singer Securities Resolution Advisors EXHIBIT 3 -----END PRIVACY-ENHANCED MESSAGE-----