SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 0-28720
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q [ ] Form N-SAR
For Period Ended: March 31, 2001
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:__________________________
Read attached instruction sheet before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A
Part I. REGISTRANT INFORMATION
Full name of registrant: Sales Online Direct Inc.
Former name if applicable: Securities Resolution Advisors, Inc.
4 Brussels Street
Address of principal executive office (Street and number)
Worcester, Massachusetts 01610
City, State and Zip Code
Part II. RULE 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable
effort or expenses and the registrant seeks relief pursuant to Rule 12b-25, the
following should be completed. (Check appropriate box).
[X] (a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, 20-F, 11-K or Form N-
SAR, or portion thereof will be filed on or before
the 15th calendar day following the prescribed due
date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
Part III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K,
20-F, 10-Q, N-SAR or the transition report portion could not be
filed within the prescribed time period. (Attached extra sheets
if needed.)
Sales Online Direct, Inc. (the "Registrant") is currently in discussions
with the holder of its 8% convertible note regarding the terms of the financing
and the penalties associated with that convertible debt. The outcome of these
discussions may impact the Registrant's financial statements for the quarter
ended March 31, 2001, and therefore the financial statements will not be ready
by May 15, 2001, the date on which the Registrant's Form 10-QSB is due to be
filed. The Registrant's management is working diligently to conclude such
discussion as soon as possible to avoid any further delays in filing of the Form
10-QSB.
Part IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification:
Gregory Rotman 791 821-0199
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report (s) been filed? If the
answer is no, identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results
of operation from the corresponding period for the last year will be reflected
by the earnings statements to be included in the subject report or portion
thereof? [X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if applicable, state the reason why a
reasonable estimate of the results cannot be made.
SALES ONLINE DIRECT INC. has caused this notification to be signed on its behalf
by the undersigned thereunto duly authorized.
Date: May 15, 2001 By:/s/ Gregory Rotman
---------------------------------------
Gregory Rotman
President
Sales Online Direct Inc
Commission File Number: 0-28720
Form 12b-25 (Notification of Late Filing) Form 10-Q for the quarter ended March
31, 2001
Explanation to Part IV, Item 3
It is anticipated that there will be significant changes in the
Registrant's results of operations for the quarter ended March 31, 2001 from the
quarter ended March 31, 2001. As disclosed in the Registrant's Annual Report on
Form 10-KSB for the year ended December 31, 2000, approximately $1,900,000 of
intrinsic value of the beneficial conversion feature of the Registrant's
convertible debt will be charged to interest expense for the quarter ended March
31, 2001. Based on this charge to interest expense, unless it is successful in
restructuring the financing with the holder of the convertible note, the
Registrant anticipates a net loss of approximately $3,200,000, compared to a
loss of $1,500,000 for the quarter ended March 31, 2000. The Registrant is in
discussions regarding the restructuring of its convertible debt financing and
the significant penalties associated with it. Until the terms of such
renegotiation are agreed upon, the Registrant is unable to determine at this
time the amount of such change to earnings or explanations thereof. If the
Registrant is successful in renegotiating the convertible debt, the Registrant
anticipates that it will incur a loss of approximately $1,200,000.