-----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, KWTI6ASN1O5QmrNmbnQC0Btl8XtJQ9kuvWbCjmk3Eavr7lVsTZvTRIlMr7SWrc1M HHJXK9oUt88FJ8G/UXF9UA== 0001014100-99-000102.txt : 19990624 0001014100-99-000102.hdr.sgml : 19990624 ACCESSION NUMBER: 0001014100-99-000102 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990526 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: 10KSB/A SEC ACT: SEC FILE NUMBER: 000-28720 FILM NUMBER: 99635409 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 10KSB/A 1 FORM 10KSB/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1998. Commission File No. 0-28720. SALES ONLINE DIRECT INC. (Exact name of small business issuer in its charter) Delaware 73-1479833 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation or Organization) 4 Brussels Street, Worcester, Massachusetts 01610 (Address of principal executive office)(Zip Code) Issuer's Telephone Number, Including Area Code: (508) 753-0945 Securities Resolution Advisors, Inc. (Former Name) (Securities registered pursuant to Section 12(b) of the Act) Common Stock, $0.001 Par Value (Title of each class) Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No X Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained on this Form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X] State Issuer's revenues for its most recent fiscal year: NONE. As of April 30, 1999, the Registrant had outstanding 46,411,140 shares of its Common Stock, par value of $0.001, its only class of voting securities. The aggregate market value of the shares of common stock of the registrant held by non-affiliates on April 30, 1999 was approximately $59,112,209 based upon the average over the counter sales price of $6.234 per share on such date (See Item 5). This Form 10-KSB/A is being filed to amend Part II Item 7 of the annual report on Form 10-KSB of the Registrant for the fiscal year ended December 31, 1998, which was filed with the Securities and Exchange Commission on April 15, 1999 ("Form 10-KSB"), to include the necessary financial statements. PART II Item 7. Financial Statements. The Consolidated Financial Statements of the Company and Subsidiaries, together with the reports thereon of Stephen P. Higgins, C.P.A. dated April 2, 1999 (for the year ended December 31, 1998) are set forth on the pages following the signatures page. PART III Item 13. Exhibits List and Reports on Form 8-K. (a) Exhibits. Exhibit Description of Exhibits No. ----------------------- ------ 27 Financial Data Schedule (b) Reports on Form 8-K. No reports on Form 8-K were filed during the last quarter of the period covered by this report. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. SALES ONLINE DIRECT INC. Date: May 26, 1999 By: /s/ Gregory Rotman --------------------------------------- Gregory Rotman, President In accordance with the Exchange Act, this annual report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Date: May 26, 1999 /s/ Gregory Rotman -------------------------------------------- Gregory Rotman, President and Director Date: May 26, 1999 /s/ Richard Rotman -------------------------------------------- Richard Rotman, Vice President, Treasurer, and Principal Financial Officer, Secretary and Director Date: May 26, 1999 /s/ Marc Stengel -------------------------------------------- Marc Stengel, Vice President and Director Date: May 26, 1999 /s/ Hannah Kramer -------------------------------------------- Hannah Kramer, Vice President and Director C77876.634 FINANCIAL STATEMENTS December 31, 1998 Securities Resolution Advisors, Inc. and Subsidiaries Consolidated Financial Statements December 31, 1998 Securities Resolution Advisors, Inc. and Subsidiaries Table of Contents December 31, 1998 PAGE Auditors Report 1 Consolidated Balance Sheet 2 Consolidated Statements of Operations 3 Consolidated Statement of Stockholders Equity 4 Consolidated Statements of Cash Flows 5-6 Notes to Consolidated Financial Statements 7-15 Stephen P. Higgins, C.P.A 67 Dumbarton Drive Huntington, New York 11743 (516) 271-0381 FAX (516) 271-0385 Board of Directors Securities Resolution Advisors, Inc. and Subsidiaries We have audited the accompanying consolidated balance sheet of Securities Resolution Advisors, Inc. and subsidiaries as of December 31, 1998 the consolidated statements of operations, stockholders' equity and cash flows for the years ended December 31, 1998 and 1997. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated 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 consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Securities Resolution Advisors, Inc. and subsidiaries at December 31, 1998 and the consolidated results of its operations and cash flows for the years ended December 31, 1998 and 1997 in conformity with generally accepted accounting principles. /s/ Stephen P. Higgins, C.P.A. Huntington, New York April 2, 1999 Securities Resolution Advisors, Inc. and Subsidiaries Balance Sheet December 31, 1998 CURRENT ASSETS Cash & Cash Equivalents $ 505 Marketable Equity Securities, less allowance for unrealized losses of $11,134 3,548 ------------ TOTAL CURRENT ASSETS $ 4,053 Equity Securities Available for Sale 25,000 Investment in net assets of discontinued operations 687,590 TOTAL ASSETS $ 716,643 ============ LIABILITIES & STOCKHOLDER'S EQUITY CURRENT LIABILITIES Due to Shareholder $ 23,697 --------- TOTAL LIABILITIES $ 23,697 STOCKHOLDER'S EQUITY Common Stock, $.01 par value. Authorized 25,000,000 shares; issued and outstanding 17,042,228 shares $ 170,422 Paid-in Capital 1,395,201 Retained Earnings (Deficit) ( 872,677) ----------- TOTAL STOCKHOLDER'S EQUITY $ 692,946 ---------- TOTAL LIABILITIES & STOCKHOLDER'S EQUITY $ 716,643 =========== See accompanying notes to consolidated financial statements - 2 - Securities Resolution Advisors, Inc. and Subsidiaries Statements of Operation for the years ended December 31, 1998 and 1997
1998 1997 ---- ---- Revenue $ - $ - Direct costs - - Gross profit - $ - Other expense (income) Selling, general and administrative expense 24 - Permanent decline in market value of investment 665,000 - Unrealized loss (gain) on marketable equity securities ( 1,412) - Interest income ( 4) - -------------- ------------------ Earnings (loss) before income taxes and discontinued operations ( 663,608) - Income tax expense (benefit) - - --------------- ------------------ Earnings (loss) from discontinued operations ( 323,537) 32,421 -------------- ------------------ Net earnings (loss) $( 987,145) $ 32,421 ================ ================== Basic and diluted earning (loss) per share: Continuing Operations $( 0.045 $ - Discontinued Operations ( 0.022) 0.002 -------------- ------------------ $( 0.067) $ 0.002 ================ ================== Weighted Average Shares Outstanding 14,737,787 14,525,000 See accompanying notes to consolidated financial statements
- 3 - Securities Resolution Advisors, Inc. and Subsidiaries Statement of changes in stockholders' equity for the years ended December 31, 1998 and 1997
Common Stock Additional Stock Paid-in Retained Subscript. Stockholders' Shares Par Value Capital Earnings Receivable Equity Balance January 1, 1997 200 $ 2 $ 122,045 $ 122,047 Common Stock Issued 3,999,800 39,998 ( 39,998) Common Stock Sold 680,000 6,800 673,200 680,000 Common Stock Converted: (4,680,000) (46,800) ( 46,800) 9,753,000 9,753 ( 15,804) ( 6,051) Net Income 32,421 32,421 ---------- ---------- ---------- ---------- -------- ----------- Balance December 31, 1997 9,753,000 $ 9,753 $ 657,396 $ 114,468 $ 781,617 Recapitalization (1,753,000) 70,247 ( 187,848) ( 117,601) ----------- ---------- ----------- --------- -------- ------------ 8,000,000 $ 80,000 469,548 114,468 664,016 Acquisition of Rose International Ltd. 6,525,000 65,250 1,401,714 (798,000) 668,964 Sale of common shares for cash 1,505,400 15,054 299,096 314,150 Acquire 1,000,000 shares of Accord Group, Inc for stock 1,000,000 10,000 22,961 32,961 Share Correction 11,828 118 ( 118) Stock subscription default ( 798,000) 798,000 Net Earnings(Loss) ( 987,145) ( 987,145) ---------- ---------- ----------- ---------- -------- ----------- Balance Dec. 31, 1998 17,042,228 $ 170,422 $ 1,395,201 $( 872,677) $ - $ 692,946 ========== ========== ============ =========== ========= =========== See accompanying notes to consolidated financial statements. - 4 -
Securities Resolution Advisors, Inc. and Subsidiaries Statement of cash flows for the years ended December 31, 1998 and 1997 1998 1997 ---- ---- Cash flows from operating activities: Net earnings (loss) from continuing operations $( 663,608) $ - Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Permanent decline in market value of investment 665,000 - Changes in assets and liabilities: Marketable equity securities ( 1,412) - Receivables 5,250 - Accounts payable and accrued liabilities ( 5,760) - ---------------- -------------- Net cash provided by (used in) operating activities ( 530) - ---------------- -------------- Cash flows provided by (used in) investing activities Contribution to capital of subsidiaries ( 314,150) - Acquisition of Rose International Ltd. 1,035 - ----------------- -------------- Net cash provided by (used in) investing activities ( 313,115) - ---------------- -------------- Cash flows provided by (used in) financing activities Sale of common stock 314,150 - ----------------- -------------- Net cash provided by (used in) financing activities 314,150 - ----------------- -------------- Net increase (decrease) in cash and cash equivalents 505 - Cash and cash equivalents beginning - - ----------------- -------------- Cash and cash equivalents ending $ 505 $ - ================= ============== See accompanying notes to consolidated financial statements. - 5 - Securities Resolution Advisors, Inc. and Subsidiaries Statement of cash flows continued for the years ended December 31, 1998 and 1997 1998 1997 ---- ---- Supplemental Disclosures of Cash Flow Information from Continuing Operations Interest Paid None None ========= ======== Income taxes paid None None ========= ======== Supplemental Schedule of Noncash Investing and Financing Activities The acquisition of the Accord Group, Inc. was accounted for as a reverse acquisition utilizing the purchase method of accounting. The assets of Rose International Ltd. were recorded at their fair value as follows: Marketable equity securities $ 2,136 Accounts Receivable 5,250 Marketable equity securities held for investment 690,000 Liabilities assumed ( 29,457) Minority shareholders (668,964) --------- Cash received in acquisition $ 1,035 ========= See accompanying notes to consolidated financial statements. - 6 - Securities Resolution Advisors, Inc. and Subsidiaries Notes to Consolidated Financial Statements December 31, 1998 Note 1 - Organization and Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of Security Resolution Advisors, Inc, formally known as Rose International Ltd., and its 100% owned subsidiary Security Resolution Advisors, Inc. a New York Corporation, (collectively referred to as the "Company"). As discussed in notes 5 and 6, the subsidiary of the Company was sold after December 31, 1998, accordingly, the net assets of the subsidiary are included in investment in net assets of discontinued operations. Organization On August 1, 1995, Struthers Industries, Inc.(Struthers), a publicly-traded company, sold 100% of the issued and outstanding shares of Rose Color, Inc. (Color) to Global Ecosystems, Inc. (Global). Global subsequently changed its name to Rose International, Inc. and merged into and with Rose International Ltd (Rose), a publicly-traded company, in a transaction accounted for as a reverse acquisition. As a result of the above transactions, Color was a wholly-owned subsidiary of Rose, with Struthers being the majority owner of Rose. During August 1996, Struthers sold 100% of its interest in Rose to M&M Group. Effective September 30, 1997, the Company entered into an Agreement and Plan of Reorganization by and among Chiralt Corp., Rose, Color, SPS Alfachem, Inc. (SPS) and Struthers which resulted in the transfer to Chiralt Corp. the Company's ownership of Color and SPS in exchange for 3,000,000 shares of the common stock of International Imaging, Inc. (Imaging), a publicly-traded Delaware corporation (Commission file Number 000-26182). Simultaneously with the Agreement and Plan of reorganization, M&M Group transferred its interest in Rose to Erose Capital Corporation who is the beneficial owner of approximately 70% of the outstanding common shares of Imaging. As a result of this transaction, Color, Chiralt Corp. and SPS are wholly-owned subsidiaries of Imaging. Subsequent to the transaction, Imaging changed its name to NexTech Enterprises International, Inc. On June 6, 1998 the Company acquired 82% of the issued and outstanding common shares of The Accord Group, Inc., et al, (Accord), a publicly-traded company, for 8,000,000 shares of the Company's common stock and subsequently acquired another 10% of the issued and outstanding shares of The Accord Group, Inc. for 1,000,000 shares of the Company's common stock. The transactions have been accounted for as a reverse acquisition. - 7 - Securities Resolution Advisors, Inc. and Subsidiaries Notes to Consolidated Financial Statements December 31, 1998 Note 1 - Organization and Summary of Significant Accounting Policies - Continued Organization continued Effective December 15, 1998 management exchanged its 92% owned subsidiary, Accord for 100% of Securities Resolution Advisors, Inc., a New York corporation. Nature of Business At December 31, 1998, the Company does not have any revenue generating operations. The Company, prior to entering into a formal plan of disposal of its subsidiaries, was engaged in services to the investing community who had lost money due to the advice, lack of fiduciary responsibility, fraud or numerous other reasons. The services included advising on the appropriate coarse of action in regard to arbitration as well as settlement with brokers and brokerage firms. Cash Equivalents The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 1998 cash equivalents consist of money market accounts. Marketable Equity Securities Marketable equity securities are comprised of trading securities held for short-term investment purposes and equity securities available for sale. These securities are stated at fair value, with the change in fair value during the period included in earnings for trading securities and as a component of stockholders' equity for equity securities available for sale. Realized gains or losses on marketable securities are calculated base on the first-in first-out method of accounting. When it is determined the market value of available for sale securities have permanently declined, the cost basis of the individual security is written down to fair value as a new cost basis Fixed Assets Fixed Assets are stated at cost and depreciated over the estimated useful life utilizing the straight line method. Renewal and betterments are capitalized to the related asset, repairs and maintenance are charged to expense as incurred. - 8 - Securities Resolution Advisors, Inc. and Subsidiaries Notes to Consolidated Financial Statements December 31, 1998 Note 1 - Organization and Summary of Significant Accounting Policies - Continued Income Taxes Deferred income taxes are recognized for income and expense items that are reported for financial reporting purposes in different years than for income tax purposes. Revenue and Expense Recognition Services revenue is recognized when a non refundable retainer deposit is taken and when a binding settlement is reached. Expense are recognized as incurred. Use of Estimates The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts. Fair Value Determination Financial instruments other than marketable equity securities consist of cash, accounts payable and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due to their short-term nature or the current rates which the Company could borrow funds with similar remaining maturities. Net Earnings per Share Net earnings per share amounts are computed using the weighted average number of shares outstanding during the period. Diluted earnings per share is presented if the assumed conversion of common stock equivalents results in material dilution - 9 - Securities Resolution Advisors, Inc. and Subsidiaries Notes to Consolidated Financial Statements December 31, 1998 Note 1 - Organization and Summary of Significant Accounting Policies - Continued Note 2 - Marketable Equity Securities An allowance for unrealized losses is established for the amount that the aggregate cost of marketable equity securities exceeds their aggregate market value. At the balance sheet date, the allowance for unrealized losses is $11,134. Results of operations for the year ending December 31, 1998 include an unrealized gain of $1,412. Securities available for sale at December 31, 1998 consist of the common stock of NexTech Enterprises International, Inc. This stock was obtained on September 30, 1997 for the Company's wholly-owned subsidiaries Color and SPS. The stock is restricted and may not be traded until October 1, 1999. Fair value of the stock is estimated at $3,000,000 at September 30, 1997, and $690,000 at June 2, 1998 and $25,000 at December 31, 1998. The Company determined the decline in market value at December 31, 1998 to be permanent, accordingly a loss in the amount of $ 665,000 was recognized during the fourth quarter of 1998. Note 3 - Capital Stock Stock subscriptions receivable were created through the sale of common stock pursuant to Regulation D. The common stock was sold in two offerings of 1,000,000 shares each at a price of $1.00 per share. The entire 2,000,000 shares were subscribed for under the offerings. The Form D was filed with the U.S. Securities and Exchange Commission on August 7, 1995 and August 26, 1996. As of December 31, 1998, $202,000 was collected from the offerings and one offering for 1,000,000 shares was cancelled. The stock subscription receivable in the amount of $798,000 was determined to be uncollectible and was written off as a reduction of paid in capital in December 1998 On August 7, 1995 the directors of Rose International Ltd. adopted the Incentive Stock Option Plan (the Plan) under which options to purchase shares of Rose International Ltd.'s common stock are granted to key employees by the Compensation committee which was established by the directors to administer the Plan. The option prices, determined by the Compensation Committee, shall not be less than the fair market value of the common stock at the date of grant. The purpose of the Plan is to provide key employee of the Company with an opportunity to acquire or increase their proprietary interest in the success of the Company and to encourage them to remain in the employ of the Company. The number of shares of common stock which may be granted under the Plan shall not exceed 1,000,000 and no option shall be granted under the Plan after August 7, 2005. The plan was discontinued during 1998. - 10 - Securities Resolution Advisors, Inc. and Subsidiaries Notes to Consolidated financial Statements December 31, 1998 Note 3 - Capital Stock - Continued The following is a summary of transactions related to all options to purchase common stock issued under the Plan for the two years ended December 31, 1998: Weighted Average Number Exercise of Shares Price Outstanding at December 31, 1996 450,000 1.00 Granted - Exercised - Cancelled - 1.00 ------- Outstanding at December 31, 1997 450,000 1.00 Granted - Exercised - Cancelled 450,000 1.00 ------- Outstanding at December 31, 1998 0 1.00 ======= The above options were granted with an exercise price equal to or greater than the common stock's fair market value at the date of grant. On August 10, 1995, the directors of Rose International Ltd. adopted the 1995-1996 Nonstatutory Stock Option Plan (the Nonstatutory Plan) under which options to purchase shares of Rose International Ltd.'s common stock are granted to key employees and consultants by the compensation committee which was established by the directors to administer the Nonstatutory Plan. The option prices, determined by the Compensation Committee, shall require board of director approval if they are less the 85% of the fair market value of the common stock at the date of grant. The purpose of the Nonstatutory Plan is to encourage key employees and - 11 - Securities Resolution Advisors, Inc. and Subsidiaries Notes to Consolidated Financial Statements December 31, 1998 Note 3 - Capital Stock - Continued consultants of the Company to promote the Company's business. The number of shares of common stock which may be granted under the Nonstatutory Plan shall not exceed 500,000 and no option shall be granted under the Nonstatutory Plan after December 31, 1996. The plan was discontinued during 1998. The following is a summary of transactions related to all options to purchase common stock issued under the Nonstatutory Plan for the two years ended December 31, 1998: Weighted Average Number Exercise of Shares Price Outstanding at December 31, 1996 355,000 2.11 Granted - Exercised - Cancelled - ------- Outstanding at December 31, 1997 355,000 2.11 Granted - Exercised - Cancelled 355,000 ------- Outstanding at December 31, 1998 0 ======= The above options were granted with an exercise price equal to or greater than the common stock's fair market value at the date of grant. Note 4 - Income Taxes Income tax expense from continuing operations consists of the following: Current Deferred Total 1998: Federal - - - State - - - ------ ------- ----- - 12 - Securities Resolution Advisors, Inc. and Subsidiaries Notes to Consolidated Financial Statements December 31, 1998 Note 4 - Income Taxes - Continued The deferred income tax assets at December 31, 1998 are comprised of the following: Current Non-current ------- ----------- Marketable Securities $ 4,000 $ - Net operating loss - 197,000 Investments - 4,016,000 Capital loss - 7,000 ------ --------- 4,000 4,224,000 Valuation Allowance 4,000 4,224,000 ------ --------- $ - $ - ====== ========= Actual income tax expense applicable to earnings (loss) before income taxes is reconciled with the "normally expected" federal income tax for the years ended December 31, 1998 and 1997 as follows: 1998 1997 ---- ---- Expected tax (benefit) $(336,000) $ 13,000 State income tax (benefit) net of Federal benefit ( 59,000) 2,000 Minority interest ( 10,000) Valuation allowance adjustment 405,000 Other - ( 9,800) -------- --------- $ - $ 5,200 Discontinued Operations - ( 5,200) -------- --------- $ - $ - ======== ========= Note 5 - Discontinued Operations Effective December 31, 1998 the Company discontinued the operations of Securities Resolution Advisors, Inc., a New York corporation. The following summarizes the assets and liabilities of Securities Resolution Advisors, Inc., a New York corporation, at December 31, 1998: Assets Cash & Cash Equivalents $ 173,831 Accounts Receivable 490,040 --------- Total Current Assets 663,871 Fixed Assets, net 81,271 - 13 - Securities Resolution Advisors, Inc. and Subsidiaries Notes to Consolidated financial Statements December 31, 1998 Note 5 - Discontinued Operations - Continued Organization Costs, net 7,216 Security Deposits 11,181 Total Assets $ 763,539 ========== Liabilities and Shareholders Equity Current Liabilities $ 16,355 Minority Interests 2,037 ---------- Total Liabilities 18,392 Shareholders Equity 745,147 Total Liabilities and Shareholders Equity $ 763,539 ========== The following summarizes the results of operations for the year ended December 31, 1998 for Securities Resolution Advisors, Inc., a New York corporation: Revenues $ 443,585 Direct Costs 375,558 --------- Gross Profit 68,027 Costs and Expenses 418,647 Net Income (Loss) before Income Taxes $( 350,620) Income tax expense 0 Net Income (Loss) $( 350,620) =========== The 1998 financial statements have been restated for the effect of the discontinued operations. Direct costs and other costs and expenses include $ 314,000 in bonuses declared and paid during the three month period ended December 31, 1998. The discontinued operations were marginally profitable between the balance sheet date and the date of disposition. - 14 - Securities Resolution Advisors, Inc. and Subsidiaries Notes to Consolidated financial Statements December 31, 1998 Note 6 - Subsequent Event On January 31, 1999 the Company entered into an agreement with Internet Auctions, Inc., (Internet), whereby the Company agreed to increase its authorized shares to 100,000,000 and to purchase 40,000 shares of Internet, which represents 100% of its issued and outstanding shares, for 37,368,912 shares of the issued and outstanding shares of the Company. Simultaneously, the Company entered into a second agreement whereby the Company agreed to sell 100% of its interest in its wholly- owned subsidiary, Securities Resolution Advisors, Inc., a New York corporation, for 8,000,000 shares of the Company's issued and outstanding stock. The 8,000,000 shares were then to be retired. The sale of Securities Resolution Advisors, Inc, a New York corporation, closed on February 24, 1999, and the related shares were retired. On February 25, 1999 the transaction with Internet was completed. Note 7 - Fourth Quarter Transactions During the quarter ended December 31, 1998, the Company made two significant adjustments. 1. The company determined its stock subscription receivable in the amount of $ 798,000 was worthless. This amount was recorded as a reduction in paid-in capital. 2. The Company determined its investment in NexTech Enterprises International, Inc. had suffered a permanent decline in market value. Accordingly the Company recognized a loss of $665,000 during the forth quarter. - 15 - EX-27 2 FDS --
5 This Schedule contains summary financial information extracted from (a) Financial Statements as of December 31, 1998 and for the year then ended and is qualified in its entirety by reference to such (b) Form 10-KSB for the year ended December 31, 1998. 0001017655 SALES ONLINE DIRECT INC 12-MOS DEC-31-1998 JAN-1-1998 DEC-31-1998 505 3,548 0 0 0 4,053 0 0 716,643 23,697 0 0 0 170,422 522,524 716,643 0 0 0 0 24 665,000 0 (663,608) 0 (663,608) (323,537) 0 0 (987,145) (0.07) (0.07)
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