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.
<PAGE>
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.
<PAGE>
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
<PAGE>
FINANCIAL STATEMENTS
December 31, 1998
<PAGE>
Securities Resolution Advisors, Inc.
and Subsidiaries
Consolidated Financial Statements
December 31, 1998
<PAGE>
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
<PAGE>
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
<PAGE>
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 -
<PAGE>
Securities Resolution Advisors, Inc. and Subsidiaries
Statements of Operation
for the years ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
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
</TABLE>
- 3 -
<PAGE>
Securities Resolution Advisors, Inc. and Subsidiaries
Statement of changes in stockholders' equity
for the years ended
December 31, 1998 and 1997
<TABLE>
<CAPTION>
Common Stock Additional Stock
Paid-in Retained Subscript. Stockholders'
Shares Par Value Capital Earnings Receivable Equity
<S> <C> <C> <C> <C> <C>
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 -
</TABLE>
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
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.
</LEGEND>
<CIK> 0001017655
<NAME> SALES ONLINE DIRECT INC
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-1-1998
<PERIOD-END> DEC-31-1998
<CASH> 505
<SECURITIES> 3,548
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,053
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 716,643
<CURRENT-LIABILITIES> 23,697
<BONDS> 0
0
0
<COMMON> 170,422
<OTHER-SE> 522,524
<TOTAL-LIABILITY-AND-EQUITY> 716,643
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 24
<LOSS-PROVISION> 665,000
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (663,608)
<INCOME-TAX> 0
<INCOME-CONTINUING> (663,608)
<DISCONTINUED> (323,537)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (987,145)
<EPS-BASIC> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
