<PAGE> 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
<PAGE> 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
<PAGE> 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.
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 4
THE ACCORD GROUP, INC., ET AL
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1997
<TABLE>
<S> <C> <C>
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
========
</TABLE>
The Notes are an integral part of the Financial Statements.
-2-
<PAGE> 5
THE ACCORD GROUP, INC., ET AL
CONSOLIDATED STATEMENT OF
INCOME (LOSS) AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<S> <C>
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
========
</TABLE>
The Notes are an integral part of the Financial Statements.
-3-
<PAGE> 6
THE ACCORD GROUP, INC. ET AL
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS, EQUITY
FOR THE YEAR ENDED
DECEMBER 31, 1997
<TABLE>
Additional
Number Par Common Paid In Retained Stockholders'
of Shares Value Stock Capital Earnings Equity
<S> <C> <C> <C> <C> <C> <C>
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
========== ==== ======== ======== ======== ========
</TABLE>
See Notes are an integral part of the Financial Statements.
-4-
<PAGE> 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:
<TABLE>
<S> <S> <S>
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
=========
</TABLE>
The Notes are an integral part of
the Financial Statements.
-5-
<PAGE> 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-
<PAGE> 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:
<TABLE>
<S> <C>
Computer and Office Equipment and
Office Furniture $124,124
Less: Accumulated Depreciation &
Amortization 26,079
--------
Net Fixed Assets $ 98,045
========
</TABLE>
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:
<TABLE>
<S> <C>
December 31, 1998 $26,400
1999 3,600
-------
TOTAL $30,000
=======
</TABLE>
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-
<PAGE> 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-
<PAGE> 1
SECURITIES RESOLUTION ADVISORS, INC.
(FORMERLY ROSE INTERNATIONAL LTD.)
PRO FORMA COMBINED BALANCE SHEET
EXHIBIT (2-A)
MARCH 31, 1998
<TABLE>
<CAPTION>
Pro Forma
Pro Forma Balance
Rose Accord Adjustments Sheet
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
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
============ ============ ============ ============
</TABLE>
(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.
<PAGE> 1
SECURITIES RESOLUTION ADVISORS, INC.
(FORMERLY ROSE INTERNATIONAL LTD.)
PRO FORMA COMBINED STATEMENT OF OPERATIONS
EXHIBIT (2-B)
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Pro Forma
Pro Forma Statement of
Rose Accord Adjustments Operations
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
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)
============ ============
</TABLE>
(A) Eliminate current income taxes
<PAGE> 1
SECURITIES RESOLUTION ADVISORS, INC.
(FORMERLY ROSE INTERNATIONAL LTD.)
PRO FORMA COMBINED STATEMENT OF OPERATIONS
EXHIBIT (2-C)
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Pro Forma
Pro Forma Statement of
Rose Accord Adjustments Operations
------------ ------------ ------------ ------------
<S> <C> <C> <C>
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)
============ ============
</TABLE>
(A) Eliminate current income taxes
<PAGE> 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
