<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the six months ended June 30, 2000
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from __________ to __________
Commission File Number 0-26857
THE ROSE GROUP CORPORATION OF NEVADA
------------------------------------
(Exact Name of Registrant as Specified in Charter)
NEVADA 59-3575972
------ ----------
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
1748 Independence Boulevard, Building A, Sarasota, Florida
----------------------------------------------------------
(Address of Principal Executive Offices)
(941) 359-1795
--------------
(Registrant's Telephone Number, Including Area Code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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.
/X/ Yes / / No
There were 9,710,441 shares of the Registrant's $.001 par value common stock
outstanding as of August 17, 2000.
Transitional Small Business Format (check one) Yes / / No /X/
<PAGE>
The Rose Group Corporation
of Nevada and Subsidiaries
CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements 1
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
The Rose Group Corporation
of Nevada and Subsidiaries
(A Development Stage Enterprise)
Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2000 and 1999 (Unaudited)
CONTENTS
Consolidated Financial Statements:
Consolidated Balance Sheet 1
Consolidated Statements of Operations 2
Consolidated Statements of Changes in Stockholders' Deficit 3-5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
<PAGE>
The Rose Group Corporation
of Nevada and Subsidiaries
(A Development Stage Enterprise)
Consolidated Balance Sheet
June 30, 2000 (Unaudited)
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Current assets:
Cash $ 9,887
Cash held in escrow 6,747
Accounts receivable 4,781
Inventory 199,798
Prepaid expenses 665,287
Other current assets 32,500
-----------
Total current assets 919,000
Equipment, net of accumulated depreciation 102,218
Website costs, net of accumulated amortization 254,873
Other assets 13,279
-----------
$ 1,289,370
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable, trade, including related party of $42,500 $ 970,241
Accrued expenses 38,028
Notes payable and current portion of long-term debt 324,641
Current portion of capital lease obligation 17,247
-----------
Total current liabilities 1,350,157
-----------
Long-term liabilities:
Note payable, stockholder 350,000
Capital lease obligation 32,166
Accounts payable 35,764
-----------
Total long-term liabilities 417,930
-----------
Stockholders' deficit:
Preferred stock; $.001 par value; 2,000,000 shares authorized;
no shares issued and outstanding
Common stock; $.001 par value; 50,000,000 shares authorized;
9,710,441 shares issued and outstanding 9,710
Additional paid-in capital 3,315,462
Common stock subscription receivable (25,000)
Common stock subscription payable 15,000
Accumulated deficit during development stage (3,793,889)
-----------
Total stockholders' deficit (478,717)
-----------
$ 1,289,370
===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS. 1
<PAGE>
The Rose Group Corporation
of Nevada and Subsidiaries
(A Development Stage Enterprise)
Consolidated Statements of Operations (Unaudited)
<TABLE>
<CAPTION>
March 13,
Three Months Ended Six Months Ended 1997 (Date of
June 30, June 30, Inception) to
---------------------------- ---------------------------- June 30,
2000 1999 2000 1999 2000
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenues:
Sales $ 31,505 $ 109,518 $ 77,794 $ 260,700 $ 1,129,467
E-commerce sales, net 15,745 20,185 20,185
----------- ----------- ----------- ----------- -----------
Total revenues 47,250 109,518 97,979 260,700 1,149,652
Cost of sales 3,337 73,076 20,757 159,378 593,035
----------- ----------- ----------- ----------- -----------
Gross profit 43,913 36,442 77,222 101,322 556,617
----------- ----------- ----------- ----------- -----------
Operating expenses:
General and administrative
expenses 969,132 123,042 2,083,528 326,796 4,001,004
Interest expenses 13,876 8,356 26,663 13,950 97,006
Depreciation and
amortization 9,859 1,500 17,450 3,150 44,490
Catalogue and website
expense 244,037
----------- ----------- ----------- ----------- -----------
992,867 132,898 2,127,641 343,896 4,386,537
----------- ----------- ----------- ----------- -----------
Net loss from operations (948,954) (96,456) (2,050,419) (242,574) (3,829,920)
Other income 2,589 29,554 47,316
----------- ----------- ----------- ----------- -----------
Net loss $ (946,365) $ (96,456) $(2,020,865) $ (242,574) $(3,782,604)
=========== =========== =========== =========== ===========
Loss per common share $ (.10) $ (.02) $ (.23) $ (.06) $ (.74)
=========== =========== =========== =========== ===========
Weighted average shares
outstanding 9,502,255 4,431,791 8,781,106 4,127,696 4,760,581
=========== =========== =========== =========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS. 2
<PAGE>
The Rose Group Corporation
of Nevada and Subsidiaries
(A Development Stage Enterprise)
Consolidated Statements of Changes in Stockholders' Deficit
Six Months Ended June 30, 2000 (Unaudited) and
Period March 13, 1997 (Date of Inception) to June 30, 2000 (Unaudited)
<TABLE>
<CAPTION>
Accumulated Common Common
Common Stock Additional Deficit During Stock Stock
---------------------- Paid-In Development Subscription Subscription
Shares Amount Capital Stage Receivable Payable Total
--------- ----------- ----------- -------------- --------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Stock issued for cash
(March 1997) 100 $ 1,000 $ 1,000
Net loss for the period $ (24,468) (24,468)
--------- ------ ---------- ---------- ---------- ---------- ----------
Balance, December 31, 1997 100 1,000 (24,468) (23,468)
Acquisition of company
(March 1998) 5,463,670 5,464 $ 412,093 (404,414) $ (14,500) (1,357)
Recapitalization of company
(March 1998) (100) (1,000) (412,093) 393,129 14,500 (5,464)
Net loss for the year (278,747) (278,747)
--------- ------ ---------- ---------- ---------- ---------- ----------
Balance, December 31, 1998 5,463,670 5,464 (314,500) (309,036)
Sale of stock for cash, net of
offering cost of $51,750
(March 1999) 300,000 300 97,950 98,250
Stock options issued in
connection with loan
(March 1999) 5,400 5,400
Stock issued for services
rendered (March 1999) 250,000 250 124,750 125,000
Contribution of services
(March 1999) 103,000 103,000
Contribution of offering costs
(March 1999) 30,000 30,000
Sale of stock for cash, net of
offering costs of $17,350
(June 1999) 100,000 100 32,650 32,750
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS. 3
<PAGE>
The Rose Group Corporation
of Nevada and Subsidiaries
(A Development Stage Enterprise)
Consolidated Statements of Changes in Stockholders' Deficit (continued)
Six Months Ended June 30, 2000 (Unaudited) and
Period March 13, 1997 (Date of Inception) to June 30, 2000 (Unaudited)
<TABLE>
<CAPTION>
Accumulated Common Common
Common Stock Additional Deficit During Stock Stock
---------------------- Paid-In Development Subscription Subscription
Shares Amount Capital Stage Receivable Payable Total
--------- ----------- ----------- -------------- --------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Stock issued in connection
with accounts payable
(June 1999) 75,000 75 37,425 37,500
Contribution of offering costs
(June 1999) 10,000 10,000
Sale of stock for cash, net of
offering costs of $58,840
(September 1999) 967,000 967 424,660 (12,500) 413,127
Stock issued for services
(September 1999) 50,000 50 24,950 25,000
Collection of stock
subscription
(December 1999) 12,500 12,500
Sale of stock for cash, net
of offering costs of
$29,550 (December 1999) 640,000 640 289,811 290,451
Net loss for the year ended
December 31, 1999 (1,458,524) (1,458,524)
--------- ------ --------- ---------- --------- --------- ----------
Balance, December 31, 1999 7,845,670 7,846 1,180,596 (1,773,024) (584,582)
Stock, options and warrants
issued for services rendered
(March 2000) (unaudited) 86,867 86,867
Stock issued for services
(March 2000) (unaudited) 500,000 500 249,500 250,000
Issuance of common stock,
net of $278,389 of offering
costs (June 2000)
(unaudited) 1,237,057 1,237 1,575,959 1,577,196
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS. 4
<PAGE>
The Rose Group Corporation
of Nevada and Subsidiaries
(A Development Stage Enterprise)
Consolidated Statements of Changes in Stockholders' Deficit (continued)
Six Months Ended June 30, 2000 (Unaudited) and
Period March 13, 1997 (Date of Inception) to June 30, 2000 (Unaudited)
<TABLE>
<CAPTION>
Accumulated Common Common
Common Stock Additional Deficit During Stock Stock
---------------------- Paid-In Development Subscription Subscription
Shares Amount Capital Stage Receivable Payable Total
--------- ----------- ----------- -------------- --------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Sale of stock for cash and
subscription receivable
(June 2000) (unaudited) 29,894 29 49,971 (25,000) 25,000
Stock warrants issued for
offering costs (June 2000)
(unaudited) 25,937 25,937
Stock issued for offering costs
(June 2000) (unaudited) 97,820 98 146,632 146,730
Common stock subscriptions
payable (June 2000)
(unaudited) $ 15,000 15,000
Net loss for the six months
ended June 30, 2000
(unaudited) (2,020,865) (2,020,865)
--------- ------ --------- ---------- --------- --------- ----------
Balance, June 30, 2000
(unaudited) 9,710,441 $ 9,710 $ 3,315,462 $(3,793,889) $(25,000) $ 15,000 $ (478,717)
========= ======== =========== =========== ======== ======== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS. 5
<PAGE>
THE ROSE GROUP CORPORATION
of Nevada and Subsidiaries
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
March 13,
Six Months Ended 1997 (Date of
June 30, Inception) to
------------------------------ June 30,
2000 1999 2000
------------- ----------- --------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $(2,020,865) $ (242,574) $(3,782,604)
----------- ----------- -----------
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 17,450 3,150 44,490
Amortization of loan costs 5,400
Contribution of services 103,000
Stock, options and warrants issued for services 336,867 153,000 486,867
(Increase) decrease in:
Accounts receivable 33,662 (21,103) (4,781)
Inventory (57,699) (7,515) (199,798)
Prepaid assets (80,957) (91,957)
Catalogue and web site costs (3,742)
Other assets (35,652) (20,758) (45,779)
Increase (decrease) in accounts payable
and other accrued expenses 2,619 (43,359) 380,128
----------- ----------- -----------
Total adjustments 216,290 59,673 677,570
----------- ----------- -----------
Net cash used by operating activities (1,804,575) (182,901) (3,105,034)
----------- ----------- -----------
INVESTING ACTIVITIES
Acquisition of equipment (25,747) (18,042) (85,508)
Increase in website costs (126,798) (126,798)
Acquisition of Vascular International of Nevada, Inc., net (6,821)
----------- ----------- -----------
Net cash used by investing activities (152,545) (18,042) (219,127)
----------- ----------- -----------
FINANCING ACTIVITIES
Net (payments) borrowings on line of credit (322) 21,762 (29,641)
Proceeds from notes payable 165,000 100,000 569,766
Payments on notes payable (180,142) (40,678) (215,484)
Decrease in advances to stockholder 81,608
Proceeds from note payable, stockholder 350,000
Payments on offering costs (105,722) (41,866) (223,212)
Proceeds from issuance of common stock 2,008,742 200,100 2,894,406
Payments under capital lease obligation (5,950) (11,787)
----------- ----------- -----------
Net cash provided by financing activities 1,963,214 239,318 3,334,048
----------- ----------- -----------
NET INCREASE IN CASH 6,094 38,375 9,887
CASH AT BEGINNING OF PERIOD 3,793 1,008
----------- ----------- -----------
CASH AT END OF PERIOD $ 9,887 $ 39,383 $ 9,887
=========== =========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS. 6
<PAGE>
The Rose Group Corporation
of Nevada and Subsidiaries
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2000 and 1999 (Unaudited)
1. FINANCIAL STATEMENTS
In the opinion of management, all adjustments consisting only of normal
recurring adjustments necessary for a fair statement of (a) the results of
operations for the three and six months ended June 30, 2000 and 1999 and the
period March 13, 1997 to June 30, 2000, (b) the financial position at June
30, 2000, and (c) cash flows for the six-month periods ended June 30, 2000
and 1999 and the period March 13, 1997 to June 30, 2000, have been made.
Certain minor reclassifcations have been made in the March 31, 2000 financial
statements to conform to the classifications used in the June 30, 2000
financial statements.
The unaudited consolidated financial statements and notes are presented as
permitted by Form 10-QSB. Accordingly, certain information and note disclosures
normally included in consolidated financial statements prepared in accordance
with generally accepted accounting principles have been omitted. The
accompanying consolidated financial statements and notes should be read in
conjunction with the audited consolidated financial statements and notes of the
Company for the fiscal year ended December 31, 1999. The results of operations
for the six-month period ended June 30, 2000 are not necessarily indicative of
those to be expected for the entire year.
2. GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. However, the Company has sustained
a substantial loss for the six months ended June 30, 2000, has negative working
capital of $431,157, and stockholders' deficit of $478,717 at June 30, 2000.
These factors raise substantial doubt about the Company's ability to continue as
a going concern. These consolidated financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that might be necessary
in the event the Company cannot continue in existence.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS "ANTICIPATED,"
"BELIEVE," "EXPECT," "PLAN," "INTEND," "SEEK," "ESTIMATE," "PROJECT," "WILL,"
"COULD," "MAY," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE
OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH
STATEMENTS REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND
FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT
LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN,
POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND
COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET
PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH
ARE BEYOND THE COMPANY'S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR
UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT,
ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED,
BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE
FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY
STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.
The following discussion and analysis should be read in conjunction with the
Company's consolidated financial statements (and related notes thereto) included
elsewhere herein.
RESULTS OF OPERATIONS - THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999
REVENUES
Revenues for the six-month period ended June 30, 2000 were $97,979 as compared
to $260,700 for the period ended June 30, 1999, a decrease of $162,721, or 62
percent. This decrease is primarily the result of a major customer discontinuing
sales of a product purchased from the Company.
Revenues for the three-month period ended June 30, 2000 were $47,250 as compared
to $109,518 for the period ended June 30, 1999, a decrease of $62,268, or 57
percent. This decrease is primarily the result of a major customer discontinuing
sales of a product purchased from the Company.
COST OF REVENUES
Cost of revenues for the six-month period ended June 30, 2000 was $20,757 (or 21
percent of revenues) compared to $159,378 (or 61 percent of revenues) for the
period ended June 30, 1999. The decrease in cost of revenues is principally due
to a decrease in revenues, resulting from a major customer discontinuing sales
of a product purchased from the Company.
8
<PAGE>
Cost of revenues for the three-month period ended June 30, 2000 was $3,337 (or 7
percent of revenues) compared to $73,076 (or 67 percent of revenues) for the
period ended June 30, 1999. The decrease in cost of revenues is principally due
to a decrease in revenues resulting from a major customer discontinuing sales of
a product purchased from the Company.
As a result of the change in the product sales mix, the Company realized an
increase in gross profit percentage in 2000 as compared to 1999, with a gross
profit percentage of 79 percent for the six-month period ended June 30, 2000
versus 39 percent during the same period in 1999.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses amounted to $2,083,528 for the six months
ended June 30, 2000 as compared to $326,796 in 1999. The increase of $1,756,732
for the period is primarily due to expenses incurred in connection with
developing the e-commerce infrastructure.
General and administrative expenses amounted to $969,132 for the three months
ended June 30, 2000 as compared to $123,042 in 1999. The increase of $846,090
for the period is primarily due to expenses incurred in connection with
developing the e-commerce infrastructure.
INTEREST EXPENSE
Interest expense for the six-month period ended June 30, 2000 was $26,663 as
compared to $13,950 for the same period in 1999. The increase is the result of
the building of e-commerce management, facilities, infrastructure, and equipment
acquisition.
Interest expense for the three-month period ended June 30, 2000 was $13,876 as
compared to $8,356 for the same period in 1999. The increase is the result of
the building of e-commerce management, facilities, infrastructure, and equipment
acquisition.
LOSS BEFORE INCOME TAXES
The preceding factors combined to show an increase in net loss totaling
$1,778,291 for the six-month period ended June 30, 2000 as compared to the
six-month period ended June 30, 1999. There was a net loss of $2,020,865 for the
six-month period ended June 30, 2000 as compared to a net loss of $242,574 for
the comparable period in 1999.
The preceding factors combined to show an increase in net loss totaling $849,909
for the three-month period ended June 30, 2000 as compared to the three-month
period ended June 30, 1999. There was a net loss of $946,365 for the three-month
period ended June 30, 2000 as compared to a net loss of $96,456 for the
comparable period in 1999.
LIQUIDITY OF CAPITAL RESOURCES
The Company had working deficit of $431,157 at June 30, 2000, which represented
a decrease in the deficit of $36,832 from the working capital deficit of
$467,989 at June 30, 1999. The decrease in the deficit is mainly due to an
increase in cash provided by financing activities and the addition of a prepaid
expense resulting from the Company's obligations under the Yahoo! agreement.
9
<PAGE>
OPERATING ACTIVITIES
For the six months ended June 30, 2000, net cash used by operating activities
amounted to $1,804,575, an increase from net cash used by operating activities
of $1,621,674 for the comparable period in 1999. This increase in cash used is
primarily a result of the building of e-commerce management, facilities,
infrastructure, and equipment acquisition.
INVESTMENT ACTIVITIES
For the six months ended June 30, 2000, net cash used by investing activities
amounted to $152,545 as compared to net cash used by investment activities of
$18,042 for the comparable period in 1999. The increase in cash used is due to
the expenditures for the Company's website enhancement costs.
FINANCING ACTIVITIES
The Company's financing activities include payments on borrowings, offering
costs, and capital leases. Net cash of $1,963,214 was provided by financing
activities for the six months ended June 30, 2000 as compared to net cash
provided by financing activities of $239,318 for the six months ended June 30,
1999. Proceeds from the Company's Regulation D offering and from notes payable
were the principal sources of cash in the current period.
CAPITAL RESOURCES
At June 30, 2000, the Company does not have any material commitments for capital
expenditures other than for those expenditures incurred in the ordinary course
of business.
The Company believes that its current operations and cash balances will not be
sufficient to satisfy its currently anticipated cash requirements for the next
12 months. Additional capital will be required in excess of the Company's
liquidity, requiring it to raise additional capital through an equity offering,
secured or unsecured debt financing. The availability of additional capital
resources will depend on prevailing market conditions, interest rates, and the
existing financial position and results of operations of the Company.
10
<PAGE>
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
During the six-month period ended June 30, 2000, the Company issued 597,820
shares of common stock for services rendered by individuals. The stock was
valued at its then fair market value of $.50 per share. These shares are not
registered under the Securities Act of 1933, and have been offered under an
exemption for offerings not involving a public offering.
Item 5. Other Information
For personal reasons, Mr. Spencer Halper resigned his position as Director of
the Company effective July 25, 2000.
On April 4, 2000, the Company entered into an exclusive distribution agreement
(the "Agreement") with Brio AB ("Brio"), a Swedish corporation, to distribute
certain baby products manufactured by Brio, including prams, strollers,
high-chairs, and other baby carriage products and accessories (the "Brio
Products"). Under the terms of the Agreement, the Company shall be Brio's
exclusive distributor of the Brio Products for a period of three years in the
United States and shall be entitled to use the Brio brand name and trademark
within the United States on the Brio Products. The Agreement is renewable for an
additional one-year term and is terminable by either party upon 30 days notice;
however, Brio shall have the right to terminate the Agreement within 60 days
during the first 12 months of the Agreement if the Company is unable to purchase
an aggregate net invoice value of $1,000,000 of Brio Products from Brio.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
10.1 Exclusive Distribution Agreement by and between The Rose Group
Corporation of Nevada and Brio AB dated April 4, 2000.
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereto duly authorized:
THE ROSE GROUP CORPORATION
OF NEVADA
Dated: August 21, 2000 By: /s/ Sheldon R. Rose
--------------------- --------------------
Sheldon R. Rose, President, Chief
Executive Officer, and Chief
Financial Officer
12
