THIS DOCUMENT IS A COPY OF THE FORM 10K FILED ON APRIL 1, 1999
               PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    FORM 10-K

(Mark One)
     [X]                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                           OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 1998

                                       OR

     [ ]                 TRANSITION REPORT PURSUANT TO SECTION 13 OR
                         15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                          Commission File Number 0-631

                              ROSE'S HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)


           Delaware                                              56-2043000
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                           Identification No.)





                        150 East 52nd Street, 21st Floor
                               New York, New York
                                      10022
              (Address and zip code of principal executive offices)
                                  212-813-1500
              (Registrant's telephone number, including area code)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 [X] No [ ]

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12, 13, or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
                                 Yes [X] No [ ]

     As of December 31, 1998, of the 5,003,865 shares  of common stock delivered
to First  Union  National  Bank of North  Carolina  ("FUNB"),  as Escrow  Agent,
pursuant  to  the   Modified   and  Restated   First   Amended   Joint  Plan  of
Reorganization,  693,673  shares have been returned to the Company and canceled,
and  4,310,192  shares are  outstanding.  As of February 26, 1999,  all disputed
Class 3 claims have been resolved and all shares held in escrow have reverted to
the Company and retired.  Indicate the number of shares  outstanding  of each of
the registrant's classes of common stock, as of the latest practicable date.

          CLASS                                OUTSTANDING AT MARCH 29, 1999
Common Stock, par value $.001                        4,229,224 Shares



<PAGE>

                     ROSE'S HOLDINGS, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

                                                                      PAGE NO.
                                     PART I

Item 1.   Business.........................................................   1

Item 2.   Properties.......................................................   3

Item 3.   Legal Proceedings................................................   3

Item 4.   Submission of Matters to a Vote of Security Holders..............   3

                                     PART II

Item 5.   Market for Registrant's Common Equity
           and Related Security Holder Matters.............................   4

Item 6.   Selected Financial Data..........................................   5

Item 7.   Management's Discussion and Analysis of Financial Condition
           and Results of Operations.......................................   6

Item 7A   Quantitative and Qualitative Disclosures About Market Risk.......   8

Item 8.   Financial Statements and Supplementary Data......................   8

Item 9.   Changes In and disagreements With Accountants
           on Accounting and Financial Disclosure..........................   8

                                    PART III

Item 10        Directors and Executive Officers of the Registrant..........   9

Item 11        Executive Compensation......................................   9

Item 12        Security Ownership of Certain Beneficial Owners
                and Management.............................................   9

Item 13        Certain Relationships and Related Transactions..............   9

                                     PART IV

Item 14        Exhibits, Financial Statement Schedules,
                and Report on Form 8-K.....................................  10

Signatures     ............................................................  11


<PAGE>
PART I

Item 1. Business

OVERVIEW

     Rose's  Holdings,   Inc.  (the  "Company"),   is  a  Delaware  corporation,
incorporated  in 1997 to act as a holding  company for Rose's  Stores,  Inc., an
operator of general  merchandise  discount  stores founded in 1927 in Henderson,
North Carolina ("Stores").

     On  September 5, 1993,  Stores filed a voluntary  petition for Relief under
Chapter 11, Title 11 of the United States  Bankruptcy  Code in the United States
Bankruptcy  Court for the Eastern  District of North  Carolina (the  "Bankruptcy
Court"). Stores Modified and Restated First Amended Joint Plan of Reorganization
(the "Plan") was approved by Order of the Bankruptcy Court on April 24, 1995. On
April 28, 1995, the Plan became effective. Details of the bankruptcy proceedings
are discussed in Note 3 to the Company's Financial Statements included elsewhere
herein.

     In August 1997, Stores was reorganized into a holding company structure and
became a  wholly-owned  subsidiary  of the  Company.  On December  2, 1997,  the
Company consummated the sale to Variety Wholesalers,  Inc. ("Variety") of all of
the  outstanding  capital  stock of  Stores  (the  "Sale")  pursuant  to a Stock
Purchase  Agreement,  dated as of October  24,  1997,  between  the  Company and
Variety (the "Stock Purchase  Agreement").  The Sale constituted the disposition
by the  Company  of  substantially  all of its assets  and was  approved  by the
holders of a majority  of the  outstanding  shares of Common  Stock at a special
meeting of the  stockholders  of the  Company  on  December  2, 1997.  The total
purchase  price for the Sale was  $19,200,000,  including  $1,920,000  which was
placed in escrow. The proceeds of the Sale, net of certain transaction, closing,
and  other  costs,  were  $15,331,000   (including  the  escrow).   For  further
information with respect to the Sale, the Stock Purchase Agreement,  and related
matters,  reference is made to the Company's  definitive proxy statement,  dated
November 10, 1997, as filed with the Securities and Exchange Commission.

     On August  31,  1998,  the  Company,  through  Rose's  International,  Inc.
("International"), a newly formed, wholly-owned Delaware subsidiary, consummated
the acquisition of 90% of the outstanding common stock of WebBank Corporation, a
Utah industrial  loan  corporation  ("WebBank"),  pursuant to an assignment (the
"Assignment")  from  Praxis  Investment  Advisers,  a Nevada  limited  liability
company  ("PIA"),  of a stock  purchase  agreement,  dated January 20, 1998 (the
"Purchase  Agreement"),  between PIA and Block Financial Corporation  ("Block"),
relating to the purchase by PIA of all of the issued and  outstanding  shares of
common  stock of WebBank.  Pursuant to the  Assignment,  the Company  paid Block
$4,783,000  for the shares of WebBank's  common stock to be purchased from Block
pursuant to the Purchase  Agreements.  In addition the Company paid  $288,000 in
acquisition costs, for a total purchase price of $5,071,000.

     Also on August 31, 1998,  the Company  formed Praxis  Investment  Advisers,
Inc., a Delaware  corporation  ("Praxis") which together with  International and
Andrew Winokur, the holder of the 10% of Praxis not owned by the Company ("AW"),
has entered into a management agreement (the "Management Agreement") under which
Praxis has agreed to provide certain management services to AW and International
in  connection  with the  ownership  and  operation of WebBank.  The  Management
Agreement provides that Praxis may make recommendations to and consult with, the
management  and board of directors of WebBank with respect to the  deployment of
WebBank's  capital,  the development of its business  lines,  its acquisition of
assets and its distributions to its stockholders. 
<PAGE>
 DESCRIPTION OF BUSINESS

     The  subsidiaries  of the Company  described  above  operate in the banking
environment.   Following  is  a  description  of  their  recent  activities  and
structure.  WebBank engages in commercial finance transactions,  U.S. Government
credit enhancement and consumer specialty financing.  WebBank is an FDIC insured
Utah industrial loan corporation which, although a state chartered  institution,
possesses some characteristics of a national bank.

WebBank has three innovative approaches to its market:

1.   Strategic  Alliances--Many specialty finance, consumer and mortgage lending
     companies  operate  inefficiently  across state lines due to state specific
     regulatory  requirements.   Through  a  strategic  alliance  with  WebBank,
     financial  product  originators  can provide their  products  uniformly and
     efficiently through WebBank's national charter.  WebBank has the ability to
     help  companies  originate  their asset classes with  financial  provisions
     allowable  under Utah law.  WebBank  will be paid a fee and provide  normal
     processing  protections  to  ensure  full  compliance  with its  regulatory
     requirements.  Currently WebBank has one program established and operating,
     and has just reached agreement on a second national alliance.

2.   Portfolio  Development-- WebBank is currently utilizing a relationship with
     a national bank that provides  wholesale  certificates of deposit to obtain
     FDIC insured funds at a highly  competitive  rate.  These funds in turn are
     deployed in commercial credit enhancement programs  administered by several
     agencies  of the U.S.  government.  The loan  program  is an example of the
     synergy between the Company's subsidiaries emphasizing product and sourcing
     relationship  development  (from  Praxis) and  underwriting,  execution and
     regulatory  compliance  (from  WebBank).  The  emphasis  inherent  in  this
     function is to identify  product  (originated by others) and to selectively
     identify loans where opportunity-pricing benefits can be obtained.

3.   U.S. Government Credit  Enhancement--The  business  development programs of
     the  federal  government  provide  significant  opportunity  for lenders to
     provide  financing to higher risk  creditors  through the use of government
     guarantees.  Such loans can then be pooled and  converted  into  marketable
     securities.  Currently,  both U.S.  Department of Agriculture  programs and
     those  administered  by the U.S.  Small Business  Administration  are being
     actively pursued.

     Praxis, based in St. Helena, California,  provides research and development
in creating financial products,  followed by implementing  practical realization
of those products. Following is a description of two current programs of Praxis:

1.   Assignable  Annuity  Purchase  and  Securitization--Praxis  will  set up an
     investment  vehicle that will buy  obligations  of highly  rated  insurance
     companies  where the  assignment  process is perfect and  irrevocable,  and
     these are the most senior  obligations of the Company.  In most cases other
     senior obligations yield substantially  higher than similar obligations and
     so once critical mass is achieved these will be securitized.

2.   Film Financing --Praxis will provide financing to the film industry, backed
     by major well-rated  insurance  companies which will provide insurance that
     the film is finished and certain minimum revenue streams are achieved.
<PAGE>
Item 2. Properties

     As of March 31, 1998, the Company entered into a sub-lease for office space
with Gateway  Industries,  Inc. The rent is approximately  $2,700 a month.  This
lease runs through March 31, 2001, but may be terminated by either party with 90
days notice.  Warren  Lichtenstein,  the Company's  President,  Chief  Executive
Officer,  and Chief Accounting  Officer,  is the Chief Executive Officer and the
principal stockholder for Gateway Industries, Inc.

Item 3. Legal Proceedings

     The registrant is not a party to any material legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders

     The  following  matters were  submitted to a vote at the annual  meeting of
stockholders of the Company,  held on November 4, 1998 and continued on November
11, 1998:

1.   Proposal to amend the Company 's Restated  Certificate of  Incorporation to
     (i) changed the par value of the Company 's capital stock from no par value
     to $.001 par value per share and (ii) deleted therefrom certain unnecessary
     provisions relating to the bankruptcy of the Corporation's former operating
     subsidiary; (FOR: 5,315,750; AGAINST: 17,617; ABSTAINED: 18,394)

2.   Proposal to amend the Company 's Restated  Certificate of  Incorporation to
     effect a reverse  stock  split  followed  by a forward  stock  split of the
     Company 's common stock; (FOR: 6,568,355; AGAINST: 28,757; ABSTAINED:
     27,262)

3.   Proposal to amend the Company 's Restated  Certificate of  Incorporation to
     (i)  eliminate  the  Corporation's  staggered  Board of Directors  and (ii)
     reduce the required number of Board members; (FOR: 5,961,157; AGAINST:
     112,668; ABSTAINED: 7,355)

4.   Proposal to approve the performance  bonus award to the president and chief
     executive  officer of a  subsidiary  of the  Company to qualify  such award
     under  Section  162(m) of the Internal  Revenue  Code of 1986,  as amended;
     (FOR: 5,145,773; AGAINST: 185,110; ABSTAINED: 24,878)

5.   Proposal to approve  the merger of the  Company 's New Equity  Compensation
     Plan  with the Long  Term  Stock  Incentive  Plan,  together  with  certain
     amendments to the Long Term Stock Incentive Plan; (FOR: 5,192,265; AGAINST:
     137,926; ABSTAINED: 25,570)

6.   Ratified the appointment of KPMG LLP, independent accountants, to audit the
     books  and  accounts  of the  Company.  (FOR:  6,614,080;  AGAINST:  5,374;
     ABSTAINED: 4,920)
<PAGE>
PART II

Item 5. Market for Registrant's Common Stock and Related Security Holder Matters

The  Common Stock was listed on the Nasdaq  National  Market  System until March
     11, 1998,  at which time the Common Stock was delisted  because the Company
     had no commercial operations.  Since such date, the Common Stock has traded
     on the NASD OTC Bulletin Board (symbol "RSES"). The Company had 610 holders
     of record of Common Stock on March 18, 1999.  The Company paid no dividends
     on its  Common  Stock in 1998 or 1997.  High and low  prices of the  Common
     Stock, as reported on the NASDAQ OTC Bulletin Board, are shown in the table
     below:
<TABLE>
<CAPTION>

                        Eleven Months Ended                  Fiscal Year Ended
                          January 31, 1998                    Decmber 31, 1998

                        High          Low                    High          Low
<S>                    <C>          <C>                     <C>          <C>  
1st Quarter            3  1/8       3  7/64                 3  3/4       3  5/8
2nd Quarter            3  5/8       3  5/8                  2 13/16      2 13/16
3rd Quarter            4  3/16      4                       3  9/16      3  5/16
4th Quarter            6            5 27/32                 3  3/16      3  1/32
</TABLE>

<PAGE>
Item 6.  Selected  Consolidated  Financial  Data 
                (Amounts in thousands except per share amounts.
            Not covered by Report of Independent Public Accountants)
<TABLE>
<CAPTION>

                                                                Eleven Months
                                                              Ended December 31,      Fiscal Years
                                                                    1998           1997(a)     1996 
<S>                                                              <C>            <C>         <C> 
Revenue:
      Total Revenue ..........................................   $   --         $   --      $   --
Costs and Expenses:
      Total costs and expenses ...............................      1,450            347        --
Other Income .................................................        676            418        --
Earnings (Loss) from
      continuing operations ..................................       (774)            71        --
Discontinued Operations:
      Earnings (loss) from
        operation of discontinued
        business .............................................       --           (3,163)        380
      Loss from disposal of
        discontinued operation ...............................       --          (22,446)       --
      Earnings (loss) from
        discontinued operation ...............................       --          (25,609)        380
Net earnings (loss) before
      minority interest ......................................       (774)       (25,538)        380
Loss attributable to
      minority interests .....................................         59           --          --
Net earnings (loss) ..........................................   $   (715)      $ (25,538)  $    380


Net earnings (loss) per common
        share-basic and diluted ..............................      (0.17)         (5.91)        .09
Cash dividends ...............................................       --             --          --
Total assets .................................................     15,980         15,408     160,332










<FN>
--------------
(a) On December 2, 1997, the Company sold all of the outstanding stock of Rose's
 Stores,  Inc.  ("Stores") its sole operating  entity.  The operating results of
 Stores prior to the  consummation  of the sale are shown as earnings or loss of
 discontinued  business.  The loss  resulting from the sale is show as loss from
 disposal of discontinued operation.
</FN>
</TABLE>


<PAGE>


Item 7. Management's Discussion and Analysis of Financial Condition
        and Results of Operations

OVERVIEW

     Rose's Holdings,  Inc. (the "Company") was incorporated in August 1997 as a
holding company. In December 1997, the Company divested itself of Rose's Stores,
Inc.,  then its only  operating  subsidiary,  and in August  1998,  the  Company
consummated a transaction in which it acquired a 90% interest in WebBank, a Utah
industrial loan corporation, and Praxis.

     WebBank and Praxis  operate in the banking  environment.  WebBank  provides
commercial and consumer specialty finance transactions utilizing U.S. Government
credit  enhancement.  The  benefits of  WebBank's  special  charter  allow it to
"export"  Utah's  regulatory  environment  (interest  rates,  late charges,  and
prepayment fees, etc.) to forty-eight other states.

RESULTS OF OPERATIONS

     Revenue--The  Company  reported  gross  revenue for the eleven months ended
December 31, 1998, of $676,000, as a result of interest income on an outstanding
loan receivable, securities available-for-sale, and cash and cash equivalents.
 
     Costs and Expenses--Selling,  general and administrative  expenses ("SG&A")
for the  consolidated  Company  totaled  $1,450,000  for the eleven months ended
December 31, 1998 and  consisted  primarily of salary and  benefits,  facilities
rentals and  professional  fees.  There are no comparable prior year figures for
SG&A as the discontinued operation was being liquidated and the new subsidiaries
were not yet acquired or formed.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's cash and cash equivalents  totaled $8,681,000 at December 31,
1998. The Company's  management  believes that the Company's  current cash flows
are adequate to meet its liquidity needs.

     As of August 31, 1998 the Company  purchased 90% of WebBank for  $5,071,000
and formed Praxis with 90% ownership for $428,000  including a total of $288,000
for  acquisition  costs.  With  $8,681,000 cash available the Company is seeking
additional  acquisitions and/or merger transactions in which to employ its cash.
No firm commitments have been realized and no letters of intent have been signed
at this time.  There can be no assurance that the Company will be able to locate
or purchase a business, or that such business, if located and purchased, will be
profitable.  In order to finance an acquisition,  the Company may be required to
incur or assume indebtedness or issue securities.

CERTAIN FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

     THE FOLLOWING IMPORTANT FACTORS,  AMONG OTHERS,  COULD CAUSE ACTUAL RESULTS
TO DIFFER MATERIALLY FROM THOSE INDICATED BY FORWARD-LOOKING  STATEMENTS MADE IN
THIS ANNUAL  REPORT ON FORM 10-K AND  PRESENTED  ELSEWHERE  BY  MANAGEMENT.  ALL
FORWARD-LOOKING  STATEMENTS  INCLUDED IN THIS DOCUMENT ARE BASED ON  INFORMATION
AVAILABLE  TO THE  COMPANY  ON THE  DATE  HEREOF,  AND THE  COMPANY  ASSUMES  NO
OBLIGATION  TO  UPDATE  ANY  SUCH  FORWARD-LOOKING   STATEMENTS.   A  NUMBER  OF
UNCERTAINTIES  EXIST THAT COULD AFFECT THE COMPANY'S FUTURE  OPERATING  RESULTS,
INCLUDING, WITHOUT LIMITATION,  GENERAL ECONOMIC CONDITIONS, CHANGES IN INTEREST
RATES, THE COMPANY'S ABILITY TO ATTRACT  DEPOSITS,  AND THE COMPANY'S ABILITY TO
CONTROL COSTS.  BECAUSE OF THESE AND OTHER FACTORS,  PAST FINANCIAL  PERFORMANCE
SHOULD NOT BE  CONSIDERED AN  INDICATION  OF FUTURE  PERFORMANCE.  THE COMPANY'S
FUTURE  OPERATING  RESULTS  MAY VARY  SIGNIFICANTLY.  INVESTORS  SHOULD  NOT USE
HISTORICAL  TRENDS TO  ANTICIPATE  FUTURE  RESULTS  AND SHOULD BE AWARE THAT THE
TRADING PRICE OF THE COMPANY'S COMMON STOCK MAY BE SUBJECT TO WIDE  FLUCTUATIONS
IN RESPONSE TO  QUARTERLY  VARIATIONS  IN OPERATING  RESULTS AND OTHER  FACTORS,
INCLUDING THOSE DISCUSSED ABOVE.

YEAR 2000 ISSUE

     The Year 2000 Issue is the result of  computer  programs  using a two-digit
format,  as opposed to four digits,  to indicate the year.  Any of the Company's
computer programs or other information systems that have time-sensitive software
or embedded  microcontrollers  may  recognize a date using "00" as the year 1900
rather  than  the  year  2000.   This  could  result  in  a  system  failure  or
miscalculations  causing  disruptions  of  operations.  During fiscal 1998,  the
Company  completed  an initial  review of its  information  and  non-information
technology  systems.  This review  included its  existing  and planned  computer
software and hardware. The Company has made an initial  determination,  based on
its initial review, that the costs and/or consequences  associated with the Year
2000  issue  are  not  expected  to  have a  material  effect  on its  business,
operations or future financial  condition.  A second, more in-depth analysis was
also conducted,  and included the testing of information systems. Based on these
reviews,  the Company presently  believes that the Year 2000 Issue will not pose
significant operational problems for its computer and other information systems.

     If required,  the Company will utilize both internal and external resources
to  reprogram,  or  replace,  and test the  software  and  systems for Year 2000
modifications.  If such  modifications,  conversions and/or replacements are not
made,  are  not  completed  timely,  or if  any of the  Company's  suppliers  or
customers do not successfully deal with the Year 2000 Issue, the Year 2000 Issue
could  have a  material  impact on the  operations  of the  Company  and/or  its
subsidiaries. The severity of these possible problems would depend on the nature
of the  problem  and  how  quickly  it  could  be  corrected  or an  alternative
implemented, which is unknown at this time.

     While management has not yet  specifically  determined the costs associated
with its Year 2000  readiness  efforts,  monitoring  and  managing the Year 2000
Issue will result in additional direct and indirect costs to the Company. Direct
costs include  potential  charges by  third-party  software  vendors for product
enhancements,  costs  involved  in  testing  software  products  for  Year  2000
compliance and any resulting costs for developing and  implementing  contingency
plans for critical software products which are not enhanced. Indirect costs will
principally  consist of the time  devoted by existing  employees  in  monitoring
software vendor progress,  testing enhanced  software  products and implementing
any necessary contingency plans. Such costs have not been material to date. Both
direct and indirect  costs of addressing  the Year 2000 Issue will be charged to
earnings as incurred.

     After evaluating its internal  compliance efforts as well as the compliance
of third  parties as  described  above,  the Company has  developed  appropriate
contingency plans to address situations in which various systems of the Company,
or of third  parties  with which the Company  does  business,  are not year 2000
compliant. Some risks of the Year 2000 Issue, however, are beyond the control of
the Company and its suppliers and customers.  For example,  no  preparations  or
contingency  plan will protect the Company from a downturn in economic  activity
caused by the possible ripple effect throughout the entire economy caused by the
Year 2000 Issue.

NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 133, Accounting for Derivative  Instruments
and Hedging Activities,  which becomes effective on January 1, 2000 for calendar
year companies such as the Company.  The new standard will significantly  change
the  accounting  treatment of end-user  derivative  contracts.  Depending on the
underlying  risk  management  strategy,  these  accounting  changes could affect
reported earnings, assets,  liabilities,  and stockholders' equity. As a result,
the Company will have to reconsider its risk  management  strategies,  since the
new  standard  will not reflect the results of many of those  strategies  in the
same  manner as current  accounting  practice.  The Company is in the process of
evaluating the potential impact of the new accounting standard.

<PAGE>


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

     The  Company   maintains  an  investment   portfolio  and  participates  in
commercial loans. Both of these activities are subject to specific policies that
are  focused on  preserving  principal,  maintaining  proper  liquidity  to meet
operating needs, and maximizing yields.

     The Company's  operations may be subject to a variety of market risks,  the
most material of which is the risk of changing  interest rates.  Most generally,
interest rate risk is the volatility in financial  performance  attributable  to
changes in market interest rates,  which may result in either fluctuation of net
interest income or changes to the economic value of the equity of the Company.

     After a review of its investments  and commercial  loans as of December 31,
1998, the Company has determined that its current exposure to interest rate risk
would not result in a significant impact to the financial  statements taken as a
whole.

Item 8.   Financial Statements and Supplementary data

     See the Company's  Consolidated  Financial  Statements  contained elsewhere
herein.

Item 9.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure

     None.


<PAGE>



PART III

Item 10.  Directors and Executive Officers

     The  information  required by this item will be included under the captions
"ELECTION OF DIRECTORS"  and  "EXECUTIVE  OFFICERS" of the Company's  definitive
proxy statement to be filed with the Securities and Exchange  Commission  within
120 days after the end of the  Company's  fiscal year covered by this report and
is incorporated herein by reference.

Item 11.  Executive Compensation

     The  information  required by this item will be included  under the caption
"Executive Compensation" in the Company's definitive proxy statement to be filed
with the Securities and Exchange Commission within 120 days after the end of the
Company's  fiscal  year  covered by this  report and is  incorporated  herein by
reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The  information  required by this item will be included under the captions
"Principal  Stockholders" and "Beneficial Ownership of Directors and Management"
in the Company's  definitive proxy statement to be filed with the Securities and
Exchange  Commission  within 120 days after the end of the Company's fiscal year
covered by this report and is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions

     The information required by this Item is will be included under the caption
`Certain  Relationships  and Related  Transactions' in the Company's  definitive
proxy statement to be filed with the Securities and Exchange  Commission  within
120 days after the end of the Company's fiscal year covered by this report.


<PAGE>


PART IV

Item 14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)      Financial Statements

     See index to consolidated  financial statements  immediately  following the
exhibit index.

(b) Reports on Form 8-K filed during the fourth quarter of the period covered by
this report:

(i)           Report on Form 8-K dated August 31, 1998, filed November 16, 1998,
              containing  pro  forma  financial   information  relating  to  the
              Company's  acquisition  of 90% of the equity  interest  in WebBank
              Corporation, originally reported in the Company's Quarterly Report
              on Form 10-Q for the quarterly period ended August 1, 1998.

(c)      Exhibits

      See exhibit index immediately following the signature page.




<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 report to be signed on
its behalf by the undersigned, thereunto duly authorized.



                 ROSE'S HOLDINGS, INC.


                 By: /s/ Warren G. Lichtenstein_________________
                       Warren G. Lichtenstein
                       President, Chief Executive Officer
                       and Chief Accounting Officer

                 By: /s/ Jack L. Howard_______________________
                       Jack L. Howard
                       Vice President and Chief Financial Officer




Date: March 31, 1999


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

/s/ Jack L. Howard_______________________
Jack L. Howard, Director


/s/ Warren G. Lichtenstein_________________
Warren G. Lichtenstein, Director


/s/ Earle C. May_________________________
Earle C. May, Director


--------------------------------------
Joseph L. Mullen, Director


/s/ Harold Smith_________________________
Harold Smith, Director



<PAGE>



                                  EXHIBIT INDEX


10.1 Purchase Agreement  incorporated by reference to exhibit 1 of the Company's
     current report on form 10-Q for the period ended August 1, 1998.

10.2 Subscription  and  Stockholders  Agreement  incorporated  by  reference  to
     exhibit 2 of the Company's current report on form 10-Q for the period ended
     August 1, 1998

10.3 Assignment,  Transfer and Delegation Agreement incorporated by reference to
     exhibit 3 of the Company's Current Report on Form 10-Q for the period ended
     August 1, 1998

10.4 Employment  Agreement  incorporated  by  reference  to  exhibit  4  of  the
     Company's Current Report on Form 10-Q for the period ended August 1, 1998

10.5 Management  Agreement  incorporated  by  reference  to  exhibit  1  of  the
     Company's Current Report on Form 10-Q for the period ended August 1, 1998

23.1 Consent of Deloitte & Touche, LLP,  Independent  Auditors.  incorporated by
     reference to exhibit of the  Company's  Current  Report on Form 8-K for the
     period ended August 1, 1998

23.2 Consent of KPMG, LLP, Independent Auditors

27   Financial Data Schedule


<PAGE>






                     ROSE'S HOLDINGS, INC. AND SUBSIDIARIES


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


MANAGEMENT'S REPORT ON FINANCIAL STATEMENTS................................ F-1

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS, KPMG LLP......................... F-2

Consolidated Balance Sheets - December 31, 1998 and January 31, 1998....... F-3

Consolidated Statements of Operations for the eleven months ended
December 31, 1998 and for the years ended January 31, 1998
and January 25, 1997....................................................... F-4

Consolidated Statements of Stockholders' Equity for the eleven months
ended December 31, 1998 and for the years ended January 31, 1998 and
January 25, 1997........................................................... F-5

Consolidated Statements of Cash Flows for the eleven months ended
December 31, 1998 and for the years ended January 31, 1998 and
January 25, 1997........................................................... F-6

Notes to Consolidated Financial Statements................................. F-8




<PAGE>


                                      
                     ROSE'S HOLDINGS, INC. AND SUBSIDIARIES

            MANAGEMENT'S REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

December 31, 1998

     The  consolidated  financial  statements on the  following  pages have been
prepared  by  management  in  conformity  with  generally  accepted   accounting
principles.  Management is responsible  for the  reliability and fairness of the
financial statements and other financial information included herein.

     To  meet  its  responsibilities  with  respect  to  financial  information,
management maintains and enforces internal accounting  policies,  procedures and
controls  which are  designed to provide  reasonable  assurance  that assets are
safeguarded  and  that  transactions  are  properly  recorded  and  executed  in
accordance  with  management's  authorization.   Management  believes  that  the
Company's  accounting controls provide reasonable,  but not absolute,  assurance
that  errors  or  irregularities  which  could  be  material  to  the  financial
statements are prevented or would be detected  within a timely period by Company
personnel in the normal  course of  performing  their  assigned  functions.  The
concept of  reasonable  assurance is based on the  recognition  that the cost of
controls should not exceed the expected benefits.

     The responsibility of our independent auditors,  KPMG LLP, is limited to an
expression  of their  opinion  on the  fairness  of the  consolidated  financial
statements  presented.  Their opinion is based on  procedures,  described in the
second  paragraph  of their  report,  which  include  evaluation  and testing of
controls and  procedures  sufficient to provide  reasonable  assurance  that the
financial  statements  neither are materially  misleading  nor contain  material
errors.

     The Audit  Committee  of the Board of  Directors  meets  periodically  with
management and independent  auditors to discuss  auditing and financial  matters
and to assure that each is carrying out its  responsibilities.  The  independent
auditors have full and free access to the Audit Committee and meet with it, with
and without management being present,  to discuss the results of their audit and
their opinions on the quality of financial reporting.

By: /s/ Warren G. Lichtenstein_________________
      Warren G. Lichtenstein
      President, Chief Executive Officer
      and Chief Accounting Officer

By: /s/ Jack L. Howard_______________________
      Jack L. Howard
      Vice President and Chief Financial Officer




<PAGE>


                     ROSE'S HOLDINGS, INC. AND SUBSIDIARIES


                          INDEPENDENT AUDITORS' REPORT




The Board of Directors and Shareholders
Rose's Holdings, Inc.:


     We have  audited the  accompanying  consolidated  balance  sheets of Rose's
Holdings, Inc. and its subsidiaries as of December 31, 1998 and January 31, 1998
and the related consolidated statements of operations, stockholders' equity, and
cash flows for the eleven  months  ended  December  31, 1998 and the years ended
January 31, 1998 and January 25, 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
audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the 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 provide a reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present  fairly,  in all material  respects,  the  financial  position of Rose's
Holdings,  Inc. as of December  31, 1998 and January 31, 1998 and the results of
its  operations and its cash flows for the eleven months ended December 31, 1998
and the years ended  January 31,  1998 and January 25, 1997 in  conformity  with
generally accepted accounting principles.


                                                              /s/KPMG LLP 
Salt Lake City, Utah
February 12, 1999




<PAGE>
<TABLE>


                     ROSE'S HOLDINGS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                    (Amounts in thousands except share data)

<CAPTION>

                                                                    December 31,                 January 31,
                                                                        1998                        1998
                                                                        ----                        ----
<S>                                                                  <C>                        <C>
Assets
  Cash and cash equivalents                                          $    8,681                 $   13,465
  Cash restricted in escrow                                               2,018                      1,920
  Investment securities available for sale (note 5)                       2,081                          -
  Prepaid expense                                                            33                          -
  Commercial loans                                                        1,081                          -
  Accrued interest receivable                                                41                          -
  Property and equipment, net (note 6)                                      116                          -
  Other assets                                                              196                         23
  Goodwill, net of accumulated
      amortization of $41                                                 1,733                          -
                                                                      ---------                  ---------

                                                                     $   15,980                 $   15,408
                                                                      =========                  =========

Liabilities
  Demand deposits                                                    $      105                 $        -
  Accounts payable and accrued expenses                                     326                          6
  Income taxes payable to subsidiary's former parent                        309                          -
                                                                      ---------                  ---------
       Total liabilities before minority interests                          740                          6

  Minority interests                                                        553                          -

Stockholders' Equity
  Preferred stock, 10,000,000 shares authorized, zero issued                  -                          -
  Common stock, 50,000,000 shares authorized;
     $.001 par value, 4,310,192 shares issued and outstanding at
     December 31, 1998; no par value, 4,320,032 shares issued
     and outstanding at January 31, 1998                                      4                     35,000
  Paid-in capital                                                        36,155                      1,159
  Accumulated deficit                                                   (21,472)                   (20,757)
                                                                      ---------                  ---------
       Total stockholders' equity                                        14,687                     15,402
                                                                      ---------                  ---------
  Commitments and contingencies (note 11)
                                                                     $   15,980                 $   15,408
                                                                      =========                  =========



See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>


                     ROSE'S HOLDINGS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (Amounts in thousands except share data)

<CAPTION>

                                                    Eleven months
                                                        ended           Year ended          Year ended
                                                    December 31,        January 31,         January 25,
                                                        1998               1998                1997
                                                        ----               ----                ----
<S>                                               <C>                <C>                 <C>
Interest and fees on loans                        $       30         $         -         $         -
Interest on cash equivalents                             631                 418                   -
Interest on investment securities
  available for sale                                      15                   -                   -
                                                   ---------          ----------          ----------
     Total interest income                               676                 418                   -
Selling, general and administrative                    1,450                 347                   -
                                                   ---------          ----------          ----------
          Operating income (loss)                       (774)                 71                   -
Earnings (loss) from operation
  of discontinued business                                 -              (3,163)                380
Loss from disposal of
  discontinued business                                    -             (22,446)                  -
                                                  ----------          ----------          ----------
          Earnings (loss) before
            minority interest                           (774)            (25,538)                380
Loss attributable to
  minority interests                                      59                   -                   -
                                                  ----------           ---------           ---------
          Net earnings (loss)                    $      (715)         $  (25,538)         $      380
                                                  ==========           =========           =========

Basic and diluted
  earnings (loss) per share                      $     (0.17)         $    (5.91)         $     0.09
Weighted average number of common shares
  and common share equivalents:
  Basic and diluted                                4,315,966           4,320,032           4,320,032




See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>

<TABLE>

                     ROSE'S HOLDINGS, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

              Eleven Months Ended December 31, 1998 and Years Ended
                      January 31,1998 and January 25, 1997
                    (Amounts in thousands except share data)
                                              
<CAPTION>



                                                                                         Retained
                                                                                         earnings           Total
                                                      Common stock       Paid-in       (accumulated      stockholders'
                                          Shares         Amount          capital         (deficit)         equity
<S>                                     <C>             <C>              <C>              <C>             <C>
Balance at January 27, 1996             4,320,032       $ 35,000         $  1,159         $  4,401        $ 40,560

Net earnings                                                                                   380             380
                                        ---------       --------         --------         --------        --------
                                                -              -                -

Balance at January 25, 1997             4,320,032         35,000            1,159            4,781          40,940

Net loss                                                                                   (25,538)        (25,538)
                                        ---------       --------         --------         --------        --------
                                                -              -                -

Balance at January 31, 1998             4,320,032         35,000            1,159         (20,757)          15,402

Net loss                                        -              -                -            (715)            (715)

Shares retired                             (9,840)             -                -                -               -

Assignment of par value to common
   stock                                        -        (34,996)          34,996                -               -
                                        ---------       --------         --------         --------        -------- 
                                                         

Balance at December 31, 1998            4,310,192       $      4         $ 36,155         $(21,472)       $ 14,687
                                        =========       ========         ========         ========        ========




See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>


                     ROSE'S HOLDINGS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOW
                             (Amounts in thousands)

<CAPTION>

                                                           Eleven
                                                        months ended       Year ended       Year ended
                                                        December 31,       January 31,      January 25,
                                                            1998              1998             1997
                                                            ----              ----             ----
<S>                                                    <C>                <C>             <C>
Cash flows from operating activities:
Operating income (loss) after minority interest        $      (715)       $       71       $        -
Adjustments to reconcile operating income (loss)
    after minority interest to net cash provided by
    (used in) operating activities:
  Minority interest                                            (59)                -                -
  Depreciation and amortization                                 20                 -                -
  Amortization of loan premiums                                  9                 -                -
  Amortization of goodwill                                      41                 -                -
  Amortization of premiums for available-for-sale securities    24                 -                -
  Net change attributable to discontinued business               -           (45,445)           5,521
Net change in assets and liabilities:
    Prepaid expense                                            (33)                -                -
    Accrued interest receivable                                (20)                -                -
    Other assets                                              (145)                -                -
    Accounts payable and accrued expenses                      312                 -                -
                                                        ----------        ----------       ----------

Net cash provided by (used in) operating activities           (566)          (45,374)           5,521

Cash flows from investing activities:
  Purchase of subsidiary                                    (2,946)                -                -
  Purchase of available-for-sale securities                 (1,649)                -                -
  Purchase of loans                                         (2,376)                -                -
  Sales of loans                                             2,157                 -                -
  Proceeds from principal payments received on loans            28                 -                -
  Purchase of property and equipment                           (47)                -                -
  Minority interest                                            612                 -                -
  Net change attributable to discontinued business               -            11,127           (3,608)
Funds transferred to escrow                                    (98)                -                -
                                                        -----------      -----------       ----------

Net cash  provided by (used in) investing activities        (4,319)           11,127           (3,608)

Cash flows from financing activities:
  Net change attributable to discontinued business     $         -        $   46,471       $   (1,265)
  Net increase in deposits                                     101                 -                -
                                                       -----------        ----------       ----------

Net cash provided by (used in)
  financing activities                                         101            46,471           (1,265)

Net increase (decrease) in cash and cash equivalents        (4,784)           12,224              648
Cash and cash equivalents at beginning of period            13,465             1,241              593
                                                       -----------        ----------       ----------
Cash and cash equivalents at end of period             $     8,681        $   13,465       $    1,241
                                                       ===========        ==========       ==========


                                                                                          (continued)
See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>


                     ROSE'S HOLDINGS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)
<CAPTION>

                                                           Eleven
                                                        months ended       Year ended       Year ended
                                                        December 31,       January 31,      January 25,
                                                            1998              1998             1997
                                                            ----              ----             ----
<S>                                                   <C>                <C>              <C>
Supplemental disclosure of additional non-cash
  activities:
  Retirement of net book value of assets in
    reserve for store closings                        $          -       $        30      $         -
  Capital lease additions                                        -               887               67
  Conversion of loan receivable to investment
      securities available for sale                            216                 -                -
</TABLE>

During 1998 the Company acquired 90 percent of the outstanding  stock of WebBank
Corporation  (note  4).  The  following  is a  summary  of the  effect  of  this
transaction in the Company's consolidated balance sheet:

  Assets acquired:

    Investment securities available for sale                 $     (240)
    Commercial loans                                             (1,115)
    Accrued interest receivable                                     (21)
    Property and equipment                                          (89)
    Other assets                                                    (28)
    Goodwill                                                     (1,774)

  Liabilities assumed:

    Demand deposits                                                   4
    Accounts payable and accrued expenses                             8
    Income taxes payable to subsidiary's former parent              309
                                                             ----------

    Net cash used                                            $   (2,946)
                                                             ==========

See accompanying notes to consolidated financial statements.


<PAGE>


                     ROSE'S HOLDINGS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS:
              Eleven Months Ended December 31, 1998 and Years Ended
                      January 31, 1998 and January 25, 1997
                    (Amounts in thousands except share data)
                                              

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization--The   consolidated  financial  statements  include  the  financial
statements of Rose's Holdings,  Inc. and its subsidiaries Rose's  International,
Inc.  (International),  WebBank  Corporation  (WebBank)  and  Praxis  Investment
Advisors, Inc. (Praxis),  collectively referred to as the Company.  WebBank is a
Utah-chartered  industrial  loan  corporation,  and is subject to  comprehensive
regulation,  examination,  and  supervision  by the  Federal  Deposit  Insurance
Corporation (FDIC), and the State of Utah Department of Financial  Institutions.
WebBank  provides   commercial  and  consumer  specialty  finance   transactions
utilizing US Government  credit  enhancement.  Praxis  operates  primarily as an
investment  advisor by providing  research and development of financial products
and assistance in  implementing  those products.  All  significant  intercompany
balances have been eliminated in consolidation.

Basis of Presentation--The  preparation of consolidated  financial statements in
conformity with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the consolidated  financial  statements and the reported amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

Cash  Equivalents--The  Company  considers all highly liquid  investments with a
maturity of three  months or less when  purchased  to be cash  equivalents.  The
Company  also  considers  investments  in  mutual  funds  where  the  underlying
investment is highly liquid to be cash equivalents.  Cash equivalents are stated
at cost, which approximates market.

Earnings Per  Share--Basic  earnings  (loss) per common share is  calculated  by
dividing net earnings  (loss) by the  weighted-average  number of common  shares
outstanding  for the  period.  Diluted  net  earnings  (loss) per  common  share
reflects the maximum  dilutive  effect of common stock issuable upon exercise of
stock options and stock  warrants.  Diluted net earnings (loss) per common share
is not shown in the  accompanying  consolidated  statements  of  operations,  as
common equivalent shares from stock options would have an anti-dilutive  effect,
or results would not be materially different from basic earnings per share.

     For the eleven  months ended  December 31, 1998 and the year ended  January
31, 1998 there were antidilutive common stock equivalents of 503,534 and 48,939,
respectively.  Accordingly,  these common stock equivalents were not included in
the computation of diluted  earnings  (loss) per share for the years  presented,
but may be dilutive to future basic and diluted earnings per share.

Investment   Securities--The   Company   classifies  its  securities  as  either
available-for-sale  securities or held-to-maturity securities.  Held-to-maturity
securities are those  securities which the Company has the ability and intent to
hold until maturity.  All other securities not included in held-to-maturity  are
classified as available-for-sale.

Available-for-sale  securities  are  recorded at fair value with net  unrealized
gains or losses (net of taxes)  excluded  from income and reported as a separate
component of stockholders' equity.  Held-to-maturity  securities are recorded at
amortized  cost,  adjusted  for the  amortization  or  accretion  of premiums or
discounts. Transfers of securities between categories are recorded at fair value
at the date of transfer.  Unrealized  holding  gains or losses  associated  with
transfers of securities from held-to-maturity to available-for-sale are recorded
as a separate component of stockholders' equity. The unrealized holding gains or
losses included in the separate component of stockholders' equity for securities
transferred  from  available-for-sale  to  held-to-maturity  are  maintained and
amortized into earnings over the remaining life of the security as an adjustment
to yield in a manner consistent with the amortization or accretion of premium or
discount on the associated security.

     A decline in the market value of any available-for-sale or held-to-maturity
security  below cost that is deemed other than  temporary is charged to earnings
resulting in the  establishment of a new cost for the security.  Interest income
is recognized when earned.  Realized gains and losses for securities  classified
as  available-for-sale  or  held-to-maturity  are  included in earnings  and are
derived  using the  specific-identification  method of  determining  the cost of
securities sold.

Loans--Loans receivable held by the Company are reported at the principal amount
outstanding,  net  of  premiums  and  discounts.   Premiums  and  discounts  are
accreted/amortized  over the life of the related  loan under the  interest-yield
method. Interest income is accrued daily as earned.

Allowance for Loan Losses--The  allowance for loan losses is established through
a  provision  for loan  losses  charged to Company  operations.  Loan losses are
charged against the allowance when management  believes that the  collectibility
of the loan principal is unlikely.  Recoveries on loans  previously  charged off
are credited to the allowance.

     The  allowance is an amount that  management  believes  will be adequate to
absorb  possible loan losses based on  evaluations of  collectibility  and prior
loss experience. The evaluation takes into consideration such factors as changes
in the nature and volume of the portfolio,  overall portfolio quality,  specific
problem loans, and current and anticipated  economic  conditions that may affect
the  borrowers'  ability  to  pay.  Management  also  obtains  appraisals  where
considered necessary.

     At December 31, 1998,  management has determined that no allowance for loan
losses is necessary.  While  management uses available  information to recognize
losses on loans,  changing economic conditions and the economic prospects of the
borrowers  might  necessitate  future  additions to the allowance.  In addition,
various regulatory  agencies,  as an integral part of their examination process,
periodically  review the Company's  allowance for loan losses. Such agencies may
require the  Company to  recognize  additions  to the  allowance  based on their
judgments about information available to them at the time of their examination.

     Accrual of interest is discontinued on a loan when the loan is 90 days past
due or  when  management  believes,  after  considering  economic  and  business
conditions and collection  efforts,  that the borrower's  financial condition is
such that  collection  of interest is doubtful.  Interest  income on  nonaccrual
loans is credited to income only to the extent  interest  payments are received.
Loans are restored to accrual of interest when delinquent  payments are received
in full.  Additionally,  the Company uses the cost recovery accounting method to
recognize interest income on impaired loans.

Property  and  Equipment--Property  and  equipment  are  stated at cost,  net of
accumulated   depreciation  and  amortization.   Depreciation  of  property  and
equipment is computed by the  straight-line  method over estimated  useful lives
from one to five years.  Leasehold  improvements are amortized over the terms of
the related leases or the estimated useful lives of the improvements,  whichever
is shorter.  Useful lives of leasehold  improvements  are between three and five
years.


Income  Taxes--Deferred  tax assets and deferred tax  liabilities are recognized
for  the  future  tax  consequences  attributable  to  differences  between  the
financial  statement  carrying  amounts of existing  assets and  liabilities and
their  respective  tax bases and  operating  loss and tax credit  carryforwards.
Deferred tax assets and deferred tax  liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and deferred tax  liabilities  of a change in tax rates is  recognized in
income in the period that includes the enactment date.


Loans Held for Sale--The  Company  originates  loans to customers under a United
States Department of Agriculture (USDA) program that generally provides for USDA
guarantees  of 75 percent  to 90  percent of each loan.  Loans held for sale are
carried at the lower of cost or  estimated  market value in the  aggregate.  The
Company plans to sell the guaranteed  portion of each loan to a third-party  and
retain the unguaranteed portion in its own portfolio.  The Company will allocate
basis of the loans sold and the retained portions based upon their relative fair
market value.

Stock Based  Compensation--The  Company applies the intrinsic value-based method
of accounting  prescribed by Accounting  Principles  Board (APB) Opinion No. 25,
Accounting  for Stock  Issued to  Employees,  and  related  interpretations,  in
accounting for its stock option plans.  As such,  compensation  expense would be
recorded on the date of grant only if the current market price of the underlying
stock exceeded the exercise price.

Goodwill--The acquisition of WebBank was accounted for under purchase accounting
resulting  in  goodwill  of  $1,774  which is  being  amortized  over 15  years.
Management   estimates  the  recoverability  of  unamortized  goodwill  and  its
remaining useful life based on WebBank's undiscounted future pre-tax income.

New Accounting Pronouncements-- In June 1998, the Financial Accounting Standards
Board  issued  Statement  of  Financial  Accounting  Standards  (SFAS) No.  133,
Accounting  for Derivative  Instruments  and Hedging  Activities,  which becomes
effective on January 1, 2000 for calendar year companies.  The new standard will
significantly change the accounting treatment of end-user derivative  contracts.
Depending on the underlying risk management  strategy,  these accounting changes
could affect reported earnings, assets,  liabilities,  and stockholders' equity.
As a result, the Company will have to reconsider its risk management strategies,
since the new standard will not reflect the results of many of those  strategies
in the same manner as current accounting practice. The Company is in the process
of evaluating the potential impact of the new accounting standard.


2.  DISCONTINUED OPERATIONS

     On August 7, 1997, pursuant to an agreement and plan of merger among Rose's
Stores,  Inc.  (Stores)  and two newly  created,  wholly-owned  subsidiaries  of
Stores, Stores became a wholly-owned subsidiary the Company. As a result of such
merger,  each share of common stock,  no par value  (Stores  Common  Stock),  of
Stores was converted  into common stock,  no par value  (Common  Stock),  of the
Company and each warrant, option, or other right entitling the holder thereof to
purchase or receive  shares of Stores Common Stock was converted into a warrant,
option,  or other  right (as the case may be)  entitling  the holder  thereof to
purchase  or receive  shares of Common  Stock on  identical  terms.  The powers,
rights and other  provisions  of the Common Stock were  identical to the powers,
rights and other  provisions  of the Stores Common Stock.  The  transaction  was
accounted  for as a  combination  of entities  under common  control in a manner
similar  to a pooling of  interests.  Certain  prior  period  amounts  have been
restated to reflect the effects of discontinued operations.

     On  December  2,  1997,  the  Company   consummated  the  sale  to  Variety
Wholesalers,  Inc.  (Variety)  of all the  outstanding  capital  stock of Stores
pursuant to a stock purchase  agreement,  dated as of October 24, 1997,  between
the Company and Variety (the Sale).  The Sale constituted the disposition by the
Company of substantially  all of its assets and was approved by the holders of a
majority of the  outstanding  shares of common stock of the Company at a special
meeting of the  stockholders  of the  Company  on  December  2, 1997.  The total
purchase  price for the Sale was  $19,200,  including  $1,920 that was placed in
escrow.  The proceeds of the Sale,  net of certain  transactions,  closing,  and
other costs, were $15,331  (including the $1,920 in escrow).  The loss resulting
from the Sale was $22,446.


3.  REORGANIZATION AND EMERGENCE FROM CHAPTER 11

     The Company  filed a petition for  reorganization  under  Chapter 11 of the
United  States  Bankruptcy  Code  (Chapter  11) on September 5, 1993 (the Filing
Date).  The  Company's  Modified  and  Restated  First  Amended  Joint  Plan  of
Reorganization  (the  Plan) was  consummated  on April 28,  1995 (the  Effective
Date).

     The Plan provided for,  among other things,  the cash payment of $26,423 to
the  Company's   pre-petition  secured  lenders  and  amounts  owing  under  the
debtor-in-possession  revolving credit agreement and various  administrative and
tax claims due at the Effective  Date, and the  distribution  of common stock of
reorganized Rose's to be issued pursuant to the Plan to creditors. Additionally,
stockholders of record as of the Effective Date received their pro-rata share of
warrants  and the shares of stock,  stock  options,  and stock  warrants  of the
Company's  Predecessor were canceled. In addition,  RSI Trading,  Inc., a wholly
owned  subsidiary  of the  Company,  was  merged  into  the  Company  under  the
provisions  of the Plan.  Also,  a new board of  directors  was  elected for the
Successor.  Upon  consummation  of the Plan,  the Company  obtained  $125,000 of
post-emergence financing.

     Under  Chapter  11, the  Company  elected to assume or reject  real  estate
leases, employment contracts, and unexpired executory pre-petition contracts.


4.  ACQUISITION AND FORMATION OF SUBSIDIARIES

     On August 31, 1998,  International,  a newly formed,  wholly-owned Delaware
subsidiary  of the Company,  consummated  the  acquisition  of 90 percent of the
outstanding  common  stock  (Bank  Common  Stock)  of  WebBank,  pursuant  to an
assignment (the Assignment) from Praxis  Investment  Advisers,  a Nevada limited
liability company (PIA), of a stock purchase  agreement,  dated January 20, 1998
(the Purchase Agreement),  between PIA and Block Financial  Corporation (Block),
relating to the purchase by PIA of all of the issued and  outstanding  shares of
Bank Common Stock. Pursuant to the Assignment, the Company paid Block $4,783 for
the  shares  of Bank  Common  Stock to be  purchased  by Block  pursuant  to the
Purchase Agreement. In addition, the Company paid $288 in acquisition costs, for
a total  purchase  price of $5,071.  The  acquisition  was  accounted  for under
purchase accounting, resulting in goodwill of $1,744. On August 31, 1998, Praxis
was  formed by a cash  contribution  from the  Company  of $428 for a 90 percent
ownership of newly issued stock.

     In connection with the purchase of Bank Common Stock, International entered
into a subscription and stockholders agreement, dated as of August 31, 1998 (the
Stockholders Agreement) with Andrew Winokur (AW), the owner of the 10 percent of
the  outstanding  shares of Bank Common Stock not  purchased  by  International.
Pursuant  to the  Stockholders  Agreement,  International  agreed to purchase 90
percent,  and AW agreed to  purchase  10 percent,  of the common  stock  (Praxis
Common Stock) of Praxis.  The  Stockholders  Agreement also provides for certain
restrictions on the disposition by AW of his Bank Common Stock and Praxis Common
Stock and certain  rights and  obligations of  International  and the Company to
purchase the shares of Bank Common Stock and Praxis Common Stock owned by AW.

     International,  AW and Praxis have entered into a management agreement (the
Management   Agreement)  under  which  Praxis  has  agreed  to  provide  certain
management services to AW and International in connection with the ownership and
operation of WebBank.  The  Management  Agreement  provides that Praxis may make
recommendations  to and consult  with the  management  and Board of Directors of
WebBank with respect to the deployment of WebBank's capital,  the development of
the  WebBank's  business  lines,  the  acquisition  of  assets by  WebBank,  and
distributions to WebBank's stockholders.

     Praxis  and  AW  have  also  entered  into  an  employment  agreement  (the
Employment  Agreement),  providing for the employment of AW by Praxis. Under the
Employment  Agreement,  AW agrees  to serve as  president  and  chief  executive
officer  of Praxis for a term of five years  (which may be  extended  for one or
more years with the written  agreement  of the  parties).  Under the  Employment
Agreement,  AW is granted the  authority to  formulate  the  recommendations  to
WebBank on behalf of Praxis pursuant to the Management Agreement.


<PAGE>
5.  INVESTMENT SECURITIES

     Investment  securities  available for sale as of December 31, 1998, at cost
which approximates market, are summarized as follows:

     Collateralized mortgage-backed securities                     $      1,649
     Interest-only strips                                                   432
                                                                      =========
                                                                    $     2,081
                                                                      =========

All  investment  securities  mature  between  one  and  twenty  years.  Expected
maturities will differ from contractual  maturities  because  borrowers have the
right to call or prepay obligations with or without prepayment penalties.



6.  PROPERTY AND EQUIPMENT

         Property and equipment at December 31, 1998, are summarized as follows:



          Leasehold improvements                            $         43
          Furniture and equipment                                     93
                                                               ---------

                                                                     136
          Less accumulated depreciation and amortization              20
                                                               =========

                                                            $        116
                                                               =========


7.  STOCKHOLDERS' EQUITY

     On November 4, 1998, at the annual meeting of  stockholders of the Company,
the stockholders  approved a one-for-two  reverse split of its common stock (the
Reverse  Split).  Pursuant to the  Reverse  Split,  which  became  effective  on
November 20, 1998 (the Effective Date), every two shares of common stock held by
stockholders  owning  of  record  500 or more  shares  of  common  stock  on the
Effective  Date were  converted  into one share of common stock,  and all shares
held by  stockholders  owning of record fewer than 500 shares of common stock on
the Effective  Date were  converted  into the right to receive a cash payment in
the amount of  $2.0375  per share.  The net effect of the  Reverse  Split was to
reduce the number of shares of common stock outstanding as of the Effective Date
from  8,620,383  shares to 4,310,192  shares.  All  references  to the number of
common  shares and per common share  amounts  have been  restated to reflect the
Reverse Split.

8. STOCK OPTIONS (all shares in thousands)

     The  Company's  New Equity  Compensation  Plan was adopted on February  14,
1995,  and was designed for the benefit of the  executives  and key employees of
the  Company  by  allowing  the  grant  of  a  variety  of  different  types  of
equity-based  compensation to eligible  participants.  The Plan provided for the
granting of a maximum of 350 shares of stock.  The price of the options  granted
was not less than 100 percent of the fair market value of the shares on the date
of grant. The options vested  immediately with the Sale of Stores. At that time,
all options were canceled 60 days later.

     On April 24, 1997,  the Company  adopted a Long Term Stock  Incentive  Plan
which  provides for the granting to employees and directors of, and  consultants
to, the Company of certain stock-based  incentives and other equity interests in
the Company.  A maximum of 250 shares may be issued under the Plan.  The options
are fully vested and exercisable when issued and expire five years from the date
of issuance.

     The Board of Directors of the Company, at its meeting on September 2, 1998,
approved the merger of the New Equity Compensation Plan into the Long Term Stock
Incentive Plan and certain  amendments to the Long Term Stock Incentive Plan. At
the annual meeting held November 4, 1998, the  shareholders  approved the merger
and  certain  amendments  to the new plan.  Approved  were the grants of certain
stock-based incentives and other equity interests to employees,  directors,  and
consultants.  A maximum of 1,000 shares may be issued under the new merged plan.
The options are fully vested and  exercisable  when issued and expire five years
from the date of issuance. The following table summarizes stock option activity:

<PAGE>
<TABLE>
<CAPTION>
                                   December 31, 1998               January 31, 1998             January 25, 1997
                            -----------------------------   ----------------------------  --------------------------
                                               Weighted-                     Weighted-                    Weighted-
                                                average                       average                      average
                                  Number       exercise          Number       exercise        Number      exercise
                                of shares       price          of shares       price        of shares      price
                                                                                             
                            -----------------------------   ----------------------------  --------------------------
<S>                             <C>              <C>            <C>             <C>         <C>             <C>
Options outstanding at
  beginning of year                      49      $  3.40              159       $  7.78                     $  8.62
                                                                                                   194

Plus options granted                    455                                                             
                                                    3.75               59          3.41             28         3.70

Less options exercised/
  expired/canceled                       -             -             (169)                               
                                ----------                     ----------                   ----------
                                                                     7.46           (63)          8.62    
Options outstanding at
  end of year                          504       $  3.71               49       $  3.40           159       $  7.78
                                ==========                     ==========                   ==========
                                                                                                                     
Weighted-average fair
  value of options granted
  during the year                                $  1.73                       $   1.46                     $  1.40

</TABLE>

     The following table summarizes  information about stock options outstanding
and exercisable at December 31, 1998:
<TABLE>
<CAPTION>

                                  Options outstanding and     Weighted-average
                Range of             exercisable at               remaining        Weighted-average
            exercise prices         December 31, 1998         contractual life      exercise price
            ---------------         -----------------         ----------------      --------------
             <S>                           <C>                   <C>                  <C>
             $ 2.88 - 4.68                 504                   4.39 years           $   3.71
                                                                                         
</TABLE>

     The Company  accounts for these plans under APB Opinion No. 25, under which
no compensation cost has been recognized.  Had compensation cost for these plans
been  determined  consistent  with SFAS No. 123, the Company's net loss and loss
per share would have been changed to the following pro forma amounts:
<TABLE>
<CAPTION>

                                                  Eleven months
                                                      ended          Year ended      Year ended
                                                   December 31,      January 31,     January 25,
                                                       1998             1998            1997
                                                       ----             ----            ----
     <S>                           <C>                <C>             <C>              <C>
        Net earnings (loss)        As reported        $ (715)         $(25,538)        $ 308
                                   Pro forma          (1,503)          (25,609)          308
        Basic and diluted
          earnings (loss) per
          share                    As reported          (.17)            (5.91)          .09                         
                                   Pro forma            (.34)            (5.92)          .09
                                                                                    
</TABLE>
                                                                 

     The fair value of each option  grant is  estimated on the date of the grant
using the Black-Scholes option pricing model with the following weighted average
assumptions  for the eleven  months ended  December 31, 1998 and the years ended
January 31, 1998 and January 25, 1997:  risk-free interest rates of 4.7 percent,
5.4  percent,  and 5.4  percent,  respectively;  expected  dividend  yields of 0
percent for all years;  expected  lives of 5 years for all years;  and  expected
volatility of 46 percent, 39 percent, and 28 percent, respectively.


9.  EMPLOYEE BENEFIT PLAN AND INCENTIVE PROGRAM

     WebBank has a 401(k) profit  sharing plan  covering  employees who meet age
and service requirements. Plan participants are fully vested after five years of
service.  WebBank matches  employee  contributions up to five percent of covered
compensation   at  two   hundred   percent  of  the   employee's   contribution.
Contributions  to the plan  amounted to  approximately  $8 for the eleven months
ended December 31, 1998.

10.  INCOME TAXES

     The Company reported no income tax expense or benefit for the eleven months
ended  December 31, 1998.  The  difference  between the expected tax benefit and
actual tax benefit is primarily  attributable to the effect of the net operating
losses,  offset by an increase in the  Company's  valuation  allowance.  The tax
effects of  temporary  differences  since the  Effective  Date that give rise to
significant portions of the deferred tax assets and liabilities were as follows:
<TABLE>
<CAPTION>

                                                         December 31,       January 31,
                                                             1998              1998
<S>                                                       <C>                <C>        
          Deferred tax assets:
             Net operating loss carryforward              $  12,647          $  13,743
             Deferred income                                     19                  -  
             Accrued bonuses                                     14                  -    
                                                          ---------          ---------
                Total deferred tax assets                    12,680             13,743
                 Less valuation allowance                   (12,680)           (13,743)                            
                                                          ---------          ---------
          Net deferred tax assets                         $       -          $       -                                            
                                                          =========          =========        
</TABLE>

                                                         
                                               
     The net  changes in the total  valuation  allowance  for the eleven  months
ended December 31, 1998 and the year ended January 31, 1998,  were a decrease of
$1,063 and an increase of $7,927, respectively.

     At December  31,  1998,  the Company had certain net  operating  loss carry
forwards of approximately $37,000 which are scheduled to expire during the years
ending 2010 through 2018. The Company has treated net operating  losses incurred
prior to the Effective Date in accordance with Section 382(l)(5) of the Internal
Revenue  Code.  As a result,  there is  approximately  $27,000 in net  operating
losses  incurred  prior  to the  Effective  Date  as well  as  $10,000  incurred
subsequent  to the Effective  Date  available as  carryovers.  All net operating
losses may be subject to certain limitations on utilization.

11.      DISCLOSURES ABOUT THE FAIR VALUES OF FINANCIAL INSTRUMENTS

     The carrying  value for  short-term  financial  instruments  that mature or
reprice  frequently  at market rates  approximates  fair value.  Such  financial
instruments  include:  cash and cash  equivalents,  cash  restricted  in escrow,
accrued  interest  receivable,  demand  deposits,  accounts  payable and accrued
expenses, and income taxes payable to subsidiary's former parent. The difference
between the fair market value and the carrying  value for  commercial  loans and
investment  securities  available for sale is not considered  significant to the
financial statements.

12.  COMMITMENTS AND CONTINGENCIES

     The Company  leases  office space under  operating  lease  agreements.  The
schedule of future minimum lease payments under  noncancelable  operating leases
as of December 31, 1998, are summarized as follows:

                                                  
              1999                               $       76
              2000                                       80
              2001                                       77
                                                 ==========
                                                 $      233
                                                 ==========


     Rental expense for noncancelable operating leases amounted to approximately
$28 for the eleven months ended December 31, 1998. On March 31, 1998 the Company
entered  into a sub-lease  for office  space with  Gateway  Industries,  Inc., a
related  party in which the Company's  President is the  principal  stockholder.
Rent under the lease is  approximately  $2.7 per month, and may be terminated by
either party.

     WebBank is a party to financial instruments with off-balance sheet risk. In
the normal course of business,  these financial  instruments include commitments
to  extend  credit  in the  form of  loans.  At  December  31,  1998,  WebBank's
undisbursed commercial loan commitments totaled approximately $4,600.

     As a result  of the  Sale on  December  2,  1997 to  Variety  of all of the
outstanding capital stock of the Company's wholly owned subsidiary and then sole
operating  entity,  Stores,  the Company was  relieved of  liability  for claims
against  Stores  except to the  extent of its  indemnification  obligation  with
respect  to  certain  claims,  as set  forth in the  Stock  Purchase  Agreement.
Pursuant to the Stock Purchase  Agreement,  ten percent ($1,920) of the purchase
price for the sale of stock to  Variety  was  placed in escrow  for  payment  of
indemnified losses to Variety. On February 26, 1999 all contingencies associated
with aggregate  cumulative  indemnifiable  losses claimed against escrowed funds
were  satisfactorily  resolved  in  favor of the  Company  and  escrowed  funds,
including accumulated interest, were released to the Company.

13.  REGULATORY REQUIREMENTS

     WebBank is subject to various regulatory capital requirements  administered
by the federal banking  agencies.  Failure to meet minimum capital  requirements
can initiate  certain  actions by regulators  that, if undertaken,  could have a
direct material effect on WebBank's financial statements. Under capital adequacy
guidelines and the regulatory  framework for prompt corrective  action,  WebBank
must meet specific  capital  guidelines that involved  quantitative  measures of
WebBank's assets, liabilities, and certain off-balance sheet items as calculated
under   regulatory   accounting   practices.   WebBank's   capital  amounts  and
classification are also subject to qualitative judgments by the regulators about
components, risk weightings, and other factors.

     Quantitative  measures established by regulation to ensure capital adequacy
require  WebBank  to  maintain  minimum  amounts  and ratios of Total and Tier I
capital (as defined in the  regulations) to  risk-weighted  assets (as defined),
and of Tier I capital (as  defined) to average  quarterly  assets (as  defined).
Management  believes,  as of December 31, 1998,  that WebBank  meets all capital
adequacy requirements to which it is subject.

     As of  December  31,  1998,  the  most  recent  notification  from the FDIC
categorized WebBank as "well capitalized" under the regulatory framework.  To be
categorized as "well capitalized" WebBank must maintain certain Total and Tier I
capital to risk-weighted  assets and Tier I capital to average  quarterly assets
ratios.  There  are  no  conditions  or  events  since  that  notification  that
management believes have changed WebBank's category.

Capital amounts and ratios are summarized as follows:
<TABLE>
<CAPTION>

                                                                    Well capitalized           Minimum capital
                                              Actual                  requirement                requirement
                                     ------------------------   ------------------------    -----------------------
                                       Amount         Ratio        Amount       Ratio          Amount       Ratio
                                     -----------   ----------   -----------   ----------    ----------    ---------
         <S>                        <C>            <C>           <C>            <C>          <C>            <C>
         As of
           December 31, 1998:

            Total Capital (Tier 1
              + Tier 2) to risk
              weighted assets       $    3,455      126.65%      $      272     10.00%       $     218       8.00%

            Tier I Capital to
              risk weighted assets
                                         3,455      126.65%             164      6.00%             109       4.00%

            Tier I capital to
              average assets
              (Leverage Ratio)           3,455       80.01%             216      5.00%             173       4.00%

</TABLE>

14.  SUBSEQUENT EVENTS

     The Company  applied to the Internal  Revenue  Service to change its fiscal
year end to a calendar year end,  resulting in an eleven-month  reporting period
this year.  The  Internal  Revenue  Service  granted  approval of the  Company's
request in February 1999.

     In January of 1999 the Depository Trust Company made a final  determination
of 80,968 shares to be treated as representing positions of holders of less than
250 shares (on a post-split  basis).  Accordingly,  the Company  deposited in an
escrow  account  with First Union  National  Bank $331 for the purpose of paying
cash to holders of less than 250 shares.

     On  January  29,  1999,  WebBank  entered  into a  Certificates  of Deposit
Brokerage  Agreement  with LaSalle  National Bank  (LaSalle),  a national  bank.
WebBank   proposes  to  offer   Certificates  of  Deposits  (CD),   representing
transferable  individual  time  deposit  accounts  which are insured by the Bank
Insurance Fund administered by the FDIC, from time to time through LaSalle. Each
CD  offered  and sold  shall  be in the  principal  or face  amount  of $1.  The
agreement may be  terminated  by either  WebBank or LaSalle on two business days
prior  written  notice.  On February 17, 1999,  WebBank sold $2,000 in CD's with
maturity dates ranging from six months to one year.

15.  YEAR 2000 ISSUE

     Many information technology and process control systems used in the current
business  environment were designed to use only two digits in the date field and
thus may not function  properly in the Year 2000 and after. This could result in
system  failures  or  in   miscalculations   causing  disruption  of  operations
including,  but not limited to, an ability to process transactions,  to send and
receive  electronic  data,  or to  engage in  routing  business  activities  and
operations.

     The Company  intends to make the  necessary  modifications  to mitigate the
risk of disruption to its  operations.  The costs of this project and its timely
completion  are  dependent  upon  numerous   assumptions  about  future  events,
including availability of certain resources,  third party remediation plans, and
other  factors,  many  of  which  are  beyond  the  Company's  control.  If such
modifications are not completed timely, or if any of the Company's customers and
suppliers do not successfully deal with the Year 2000 issue, the Year 2000 issue
could have a material adverse impact on the operations of the Company.


<PAGE>


Exhibit 23.2








               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



The Board of Directors and Stockholders
Rose's Holdings, Inc.:


     We consent to  incorporation  by reference in  Registration  Statement  No.
333-38851 on Form S-8 of Rose's Holdings,  Inc. of our report dated February 12,
1999, relating to the balance sheets of Rose's Holdings, Inc. as of December 31,
1998  and  January  31,  1998,   and  the  related   statements  of  operations,
stockholder's  equity,  and cash flows, for the eleven months ended December 31,
1998 and the years ended  January 31, 1998 and January 25,  1997,  which  report
appears in this Form 10-K of Rose's Holdings, Inc.


                                                              /s/KPMG LLP
Salt Lake City, Utah
March 31, 1999