-----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, BysnBq2V9JSGpXfvCKbordkwSDj+fmKr+3xA2KZpIZvnsZLse1zVRoiL2R7mxJ8U 1KLikj07Skq2ucYu4ishTQ== 0001014100-00-000021.txt : 20000331 0001014100-00-000021.hdr.sgml : 20000331 ACCESSION NUMBER: 0001014100-00-000021 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALES ONLINE DIRECT 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: NT 10-K SEC ACT: SEC FILE NUMBER: 000-28720 FILM NUMBER: 588386 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: SECURITIES RESOLUTION ADVISORS INC DATE OF NAME CHANGE: 19980814 FORMER COMPANY: FORMER CONFORMED NAME: ROSE INTERNATIONAL LTD DATE OF NAME CHANGE: 19960627 NT 10-K 1 NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 0-28720 NOTIFICATION OF LATE FILING (Check One) [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR For Period Ended: December 31, 1999 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For the Transition Period Ended:__________________________ Read attached instruction sheet before preparing form. Please print or type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A Part I. REGISTRANT INFORMATION Full name of registrant: Sales Online Direct, Inc. Former name if applicable N/A 4 Brussels Street Address of principal executive office (Street and number) Worcester, Massachusetts 01610 City, State and Zip Code Part II. RULE 12b-25 (b) and (c) If the subject report could not be filed without unreasonable effort or expenses and the registrant seeks relief pursuant to Rule 12b-25, the following should be completed. (Check appropriate box). [X] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [X] (b) The subject annual report, semi-annual report, transition report on Form 10-K, 20- F, 11-K or Form -SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and [X] (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. Part III. NARRATIVE State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion could not be filed within the prescribed time period. (Attached extra sheets if needed.) Sales Online Direct, Inc. (the "Company") is unable to meet its filing requirement of Form 10-KSB for the year ended December 31, 1999, without unreasonable effort or expense. The Company has been informed by its independent auditors that additional time is necessary to complete the audit, the results of which will form the basis for the Company's Form 10-KSB and the financial disclosures contained therein. Additional time is required for the auditor to obtain from the Company and analyze additional information and financial data that are necessary to confirm and support the Company's financial statements and related financial disclosures as of and for the year ended December 31, 1999. Part IV. OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification: Gregory Rotman 508 753-0945 (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report (s) been filed? If the answer is no, identify report(s). [X] Yes [ ] No (3) Is it anticipated that any significant change in results of operation from the corresponding period for the last year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [ ] No If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if applicable, state the reason why a reasonable estimate of the results cannot be made. (See attached explanation). SALES ONLINE DIRECT, INC. has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: March 30, 2000 By: /s/ Gregory Rotman --------------------------- Gregory Rotman President Sales Online Direct, Inc. Commission File Number: 0-28720 Form 12b-25 (Notification of Late Filing) Form 10-KSB for the year ended December 31, 1999. Explanation to Part IV, Item 3 In the fiscal year 1999, Securities Resolution Advisors, Inc.("SRAD") entered into an Agreement and Plan of Reorganization whereby SRAD acquired all of the outstanding shares of common stock of Internet Auction, Inc. ("IA") in exchange for the issuance the of 37,368,912 shares, representing approximately 80% of SRAD's issued and outstanding common stock. The principal business of SRAD became the business of IA. In addition, the IA shareholders were appointed to SRAD's Board of Directors and became officers of SRAD. SRAD subsequently changes its name to Sales OnLine Direct, Inc. For accounting purposes, the transaction described above was treated, in substance, as a capital transaction rather than a business combination. It was considered an issuance of common stock by IA for the net assets of SRAD, accompanied by a recapitalization. In the fiscal year ended December 31, 1999, the Company expects to report a net loss of approximately, $2,200,000 or ($0.05) cents per share. - 2 - Exhibit 99.1 AUDITOR'S LETTER Wolf & Company, P.C. One International Place Boston, MA 02110 Securities and Exchange Commission 450 Fifth Street, N.S. Washington, D.C. 20549 Gentlemen: The letter is written in response to the requirement of Rule 12b-25(c) under the Securities and Exchange Act of 1934 and in satisfaction of item (c) of Part II of Form 12b-25. We are the independent auditor of Sales OnLine Direct, Inc. (the "Registrant"). The Registrant has stated in Part III of its filing on Form 12b-25 that it is unable to timely file, without unreasonable effort or expense, its Annual Report Form 10-KSB for the year ended December 31, 1999 because our Firm has not yet completed our audit of the financial statements of the Registrant for the year ended December 31, 1999 and is therefore unable to furnish the required opinion of such financial statements. We hereby advise you that we have read the statements made by the Registrant in Part III of its filing on Form 12b-25 and agree with the statements made therein. We are unable to complete our audit of the Registrant's financial statements and furnish the required opinion for a timely filing as we are still in the process of obtaining and analyzing evidential matter pertaining to the Registrant's equity transactions during the fiscal year ending December 31, 1999. Therefore, we have not yet had sufficient time to complete the auditing procedures which we consider necessary in these circumstances. Very truly yours, /s/ Wolf & Company, P.C. March 30, 2000 -----END PRIVACY-ENHANCED MESSAGE-----