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
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
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.