<PAGE>
 
                                                            EXHIBIT 99.1


                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



  To the Board of Directors
  Visual Software, Inc.
  Woodland Hills, California

  We have audited the consolidated balance sheets of Visual Software and
  subsidiaries as of June 30, 1994 and 1995, and the related consolidated
  statements of operations, changes in stockholders' equity (deficiency) and
  cash flows for the years then ended.  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
  audits.  We did not audit the financial statements of Visual Software Exports
  Limited ("VSEL"), a wholly owned foreign subsidiary, and its wholly owned
  subsidiary, Visual Software U.K. Sales Limited ("VS U.K.").  The separate
  statements of VSEL reflect total assets of $155,827 and $927,913 as of June 30
  1994 and 1995, respectively, and total revenues of $124,917 from September
  1993 (Inception) to June 30, 1994, and $387,347 for the year ended June 30,
  1995.  The separate statements of VS U.K. reflect total assets of $222,880 as
  of June 30, 1995, and total revenues of $237,030 from October 1994 (inception)
  to June 30, 1995.  Those statements were audited by other auditors whose
  reports have been furnished to us, and our opinion, insofar as it relates to
  the amounts included for VSEL and its subsidiary, VS U.K., is based solely on
  the reports of the other auditors.

  We conducted our audits in accordance with generally accepted auditing
  standards.  Those standards require that we plan and perform the audits 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 financial statement presentation.  We believe
  that our audits and the report of the other auditors provide a reasonable
  basis for our opinion.

  In our opinion, based on our audits and the reports of other auditors, the
  consolidated financial statements referred to above present fairly, in all
  material respects, the consolidated financial position of Visual Software and
  subsidiaries as of June 30, 1994 and 1995, and the consolidated results of
  their operations, changes in stockholders' equity (deficiency) and their cash
  flows for the years then ended in conformity with generally accepted
  accounting principles.

  The consolidated financial statements have been prepared assuming that the
  Company will continue as a going concern.  As shown in the consolidated
  financial statements and as described in Note 2, the Company incurred a net
  loss of $952,169 and $1,083,843 for the years ended June 30, 1994 and 1995,
  respectively, had an accumulated deficit of $2,615,007 and $3,698,850, and a
  negative working capital of $1,201,052 and $697,063 as of June 30, 1994 and
  1995, respectively.  Subsequent to year end, the Company signed an agreement
  to merge with a publicly traded company in a business combination to be
  accounted for as a pooling of interests.  Unless this merger is consummated,
  the conditions referred to above raise substantial doubt about the Company's
  ability to continue as a going concern.  The consolidated financial statements
  do not include any adjustments that might result from the outcome of this
  uncertainty.


                                 /s/  ROTH BOOKSTEIN & ZASLOW


  Los Angeles, California
     March 18, 1996