-----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, UJNq7S0rDEJrHD+DXurKmCNqP0S/I9vKvH54wmh+rWozBILBk9xBlmC0H+UFnnjd 2PjA2zirRg8fZkws09Q+bA== 0001014100-99-000076.txt : 19990430 0001014100-99-000076.hdr.sgml : 19990430 ACCESSION NUMBER: 0001014100-99-000076 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990215 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990429 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 SEC ACT: SEC FILE NUMBER: 000-28720 FILM NUMBER: 99604758 BUSINESS ADDRESS: STREET 1: 4 BRUSSELS STREET STREET 2: SUITE 220 CITY: WORCESTER STATE: MA ZIP: 01610 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) February 15, 1999 SALES ONLINE DIRECT INC. (Exact name of Registrant as specified in charter) Delaware 0-28720 73-1479833 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification Number) 4 Brussels Street Worcester, Massachusetts 01610 (508) 753-0945 (Address, including zip code and telephone number, including area code, of Registrant's principal executive offices) Not Applicable (Former name or former address of Registrant, if changed since last report) INFORMATION TO BE INCLUDED IN THE REPORT Item 4. Changes in Registrant's Certifying Accountant. On February 15, 1999, the Board of Directors of Sales OnLine Direct Inc., f/k/a Securities Resolution Advisors, Inc. (the "Company"), approved the appointment of Stephen P. Higgins, C.P.A. as the Company's independent certified public accountants to provide accounting and auditing services for the Company for the year ended December 31, 1998 and also approved the dismissal of Guest & Company ("Guest") as the Company's independent auditors. Guest's report on the annual financial statements of the Company for the prior fiscal years ending December 31, 1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. In addition, during the years ended December 31, 1997 and 1996 and for the subsequent interim period preceding the dismissal of Guest, there were no disagreements between the Company and Guest on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Guest, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the annual financial statements of the Company. As previously reported, on February 25, 1999, the Company purchased all of the outstanding common stock of Internet Auction, Inc., a Massachusetts corporation ("Internet Auction"). As a result of the transaction, Internet Auction became a wholly owned subsidiary of the Company and the management of Internet Auction became the current management of the Company. The current management of the Company is in the process of selecting an independent auditor to audit the books of the Company for the current fiscal year. Item 7 Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits The following exhibits are filed herewith: Exhibit No. 16 Letter of Guest & Company - 1 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SALES ONLINE DIRECT INC. Date: April 28, 1999 By: /s/ Marc Stengel -------------------------------------- Marc Stengel, Vice President C77497.634 - 2 - EXHIBIT INDEX Exhibit Number Description of Exhibits Page - ------ ----------------------- ---- 16 Letter of Guest & Company 4 - 3 - EX-16 2 CHANGE OF CERTIFYING ACCOUNTANT Exhibit 16 ---------- Guest & Company April 29, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 RE: Sales Online Direct, Inc. (formerly Rose International, Ltd.) File Ref. No. 0-28720 Dear Sirs: We were previously the principal accountant for Sales Online Direct, Inc. and subsidiaries (formerly Rose International, Ltd.) and, under the date of January 12, 1998, except for note 9 as to which the date is June 2, 1998, we reported on the consolidated financial statements of Sales Online Direct, Inc. and subsidiaries (formerly Rose International, Ltd.) and as of and for the years ended December 31, 1997 and 1996. Our appointment as principal accountant was terminated. We have read Sales Online Direct, Inc's (formerly Rose International, Ltd.) statements included under Item 4 of its Form 8-K dated April 28, 1999 and we agree with the comments in the second paragraph therein. We have no basis for agreeing or disagreeing with the first and third paragraphs of Item 4(a). Very truly yours, GUEST & COMPANY, P.C. /s/ Patrick J. Guest Patrick J. Guest - 4 - -----END PRIVACY-ENHANCED MESSAGE-----