-----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, B25ZrZAwmbLlL50aKvfXOzszZZ6irAf2nSTd09ywlWK02a+hIIBSUFE1pmUHXJwR dsgHnVA+XPhqQzN4G1O6BQ== 0000950123-99-001618.txt : 19990226 0000950123-99-001618.hdr.sgml : 19990226 ACCESSION NUMBER: 0000950123-99-001618 CONFORMED SUBMISSION TYPE: DEFR14C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990225 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: DEFR14C SEC ACT: SEC FILE NUMBER: 000-28720 FILM NUMBER: 99550094 BUSINESS ADDRESS: STREET 1: 80 SEAVIEW BLVD STREET 2: SUITE 220 CITY: PORT WASHINGTON STATE: NY ZIP: 11050 BUSINESS PHONE: 5166254040 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 DEFR14C 1 REVISED INFORMATION STATEMENT 1 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of [X] Definitive Information Statement the Commission Only (as permitted by Rule 14c-5(d)(2))
SECURITIES RESOLUTION ADVISORS, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) N/A - -------------------------------------------------------------------------------- (Name of Person(s) Filing Information Statement, if other than Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ 2 SECURITIES RESOLUTION ADVISORS, INC. 80 Seaview Blvd. Port Washington, NY 11050 Information Statement Pursuant to Section 14C of the Securities Exchange Act of 1934 ------------------------- This information statement is being mailed on or about February 19, 1999 to the holders of record at the close of business on February 16, 1999 of the shares of common stock, par value $0.001 per share (the "Shares"), of Securities Resolution Advisors, Inc. a Delaware corporation (the "Company"). You are receiving this information statement in connection with a proposed amendment (the "Proposed Amendment") to the Certificate of Incorporation of the Company (the "Certificate of Incorporation") that would change the name of the Company. Although the Board of Directors had previously voted to change the Company's name to Internet Auction, Inc., upon completion of its acquisition, it decided to change the name to Sales Online Direct, Inc. to better reflect the nature of the business. The name change will become effective March 11, 1999. 1. Approval of Proposed Amendment. Under Delaware corporation law, the Proposed Amendment must be approved in writing by the holders of at least a majority of the voting stock of the Company. Richard V. Singer II and J. Zhanna Davidov, Robert Bertsch, Richard Clark and Universal Funding, Inc., the holders of 59.40% of the Company's Shares, has consented in writing to the Proposed Amendment. The Proposed Amendment, therefore, has been approved by the stockholders of the Company, and, effective March 11, 1999, the name of the Company will be changed to Internet Auction, Inc.. Because the Proposed Amendment already has been approved, you are not required to take any action at this time; however, at your option, you may submit a written consent to the Proposed Amendment to Securities Resolution Advisors, Inc., 80 Seaview Blvd., Port Washington, NY 11050. This information statement is your notice that the name change has been approved; you will receive no further notice when the change becomes effective. 2. Share Certificates. Following the name change, the Share certificates you now hold will continue to be valid. In the future, new Share certificates will contain a legend noting the change in name or will be issued bearing the new name, but this in no way will affect the validity of your current Share certificates. 3. Outstanding Voting Securities. At the close of business on February 16, 1999, there were 17,042,228 Shares outstanding. The Shares constitute the only voting securities of the Company. Each holder of the Shares is entitled to cast one vote for each Share held at any meeting of shareholders. (a) Security Ownership of Certain Beneficial Owners. Name and Address of Amount and Nature of Percent Title of Class Beneficial Owner Beneficial Ownership of Class - -------------- -------------------- -------------------- -------- Common Stock Richard V. Singer II 6,500,000 38.14% 80 Seaview Blvd. Port Washington, NY 11050 3 Common Stock J. Zhanna Davidov 1,000,000 5.87% 80 Seaview Blvd. Port Washington, NY 11050 Common Stock Robert Bertsch 500,000 2.93% 80 Seaview Blvd. Port Washington, NY 11050 Common Stock Richard Clark 422,000 2.48% 1165 E. 24th Place Tulsa, OK 74114 Common Stock Universal Funding, Inc. 1,700,000 9.98% c/o G. David Gordon 7633 East 63rd Place, Ste. 210 Tulsa, OK 74133 4. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. 5. (a) No director or officer of the Company or nominee for election as a director of the Company or associate of any director or officer of the Company has a substantial interest in the Proposed Amendment. (b) No director of the Company has informed the Company in writing that such director intends to oppose the adoption of the Proposed Amendment. 6. No security holder entitled to vote at a meeting or by written consent has submitted to the Company any proposal. /s/ Richard Singer Richard Singer, President -----END PRIVACY-ENHANCED MESSAGE-----