SECURITIES RESOLUTION ADVISORS INC
DEF 14C, 1999-02-18
PREPACKAGED SOFTWARE
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<PAGE>   1
 
                            SCHEDULE 14C INFORMATION
 
      INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES
                    EXCHANGE ACT OF 1934 (AMENDMENT NO.   )
 
Filed by the Registrant [X]
 
Filed by a Party other than the Registrant [ ]
 
Check the appropriate box:
 
<TABLE>
<S>                                          <C>
[ ]  Preliminary Information Statement       [ ] Confidential, for Use of 
[X]  Definitive Information Statement            the Commission Only (as
                                                 permitted by Rule 14c-5(d)(2))
    
</TABLE>
 
                     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:
 
        ------------------------------------------------------------------------
<PAGE>   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
to Internet Auction, Inc., 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.

<TABLE>
<CAPTION>
                       NAME AND ADDRESS OF           AMOUNT AND NATURE OF          PERCENT
TITLE OF CLASS         BENEFICIAL OWNER              BENEFICIAL OWNERSHIP          OF CLASS
- --------------         ----------------              --------------------          --------
<S>                    <C>                           <C>                           <C>
Common Stock           Richard V. Singer II                 6,500,000              38.14%
                       80 Seaview Blvd.
                       Port Washington, NY  11050
</TABLE>
<PAGE>   3
<TABLE>
<S>                    <C>                           <C>                           <C>
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
</TABLE>

               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





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