SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
<PAGE>
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
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<PAGE>
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
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Marc Stengel, Vice President
C77497.634
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibits Page
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16 Letter of Guest & Company 4
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Exhibit 16
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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
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