UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

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

For the Fiscal Year Ended December 31, 1998.     Commission File No. 0-28720.

                            SALES ONLINE DIRECT INC.
              (Exact name of small business issuer in its charter)

         Delaware                                       73-1479833
(State or Other Jurisdiction               (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

                4 Brussels Street, Worcester, Massachusetts 01610
                (Address of principal executive office)(Zip Code)

         Issuer's Telephone Number, Including Area Code: (508) 753-0945

                      Securities Resolution Advisors, Inc.
                                  (Former Name)

          (Securities registered pursuant to Section 12(b) of the Act)

                         Common Stock, $0.001 Par Value
                              (Title of each class)


Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.
                                    Yes                       No    X

Check if there is no  disclosure of  delinquent  filers  pursuant to Item 405 of
Regulation  S-B is not  contained  on  this  Form,  and no  disclosure  will  be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

State Issuer's revenues for its most recent fiscal year:     NONE.

As of April 30, 1999, the Registrant had  outstanding  46,411,140  shares of its
Common  Stock,  par value of $0.001,  its only class of voting  securities.  The
aggregate  market value of the shares of common stock of the registrant  held by
non-affiliates  on April 30, 1999 was  approximately  $59,112,209 based upon the
average over the counter  sales price of $6.234 per share on such date (See Item
5).

         This Form 10-KSB/A is being filed to amend Part II Item 7 of the annual
report on Form 10-KSB of the  Registrant  for the fiscal year ended December 31,
1998,  which was filed with the Securities and Exchange  Commission on April 15,
1999 ("Form 10-KSB"),  to include the necessary  financial  statements.



<PAGE>



                                     PART II

Item 7.  Financial Statements.

         The Consolidated  Financial Statements of the Company and Subsidiaries,
together with the reports thereon of Stephen P. Higgins,  C.P.A.  dated April 2,
1999 (for the year ended December 31, 1998) are set forth on the pages following
the signatures page.


                                    PART III


Item 13. Exhibits List and Reports on Form 8-K.

          (a)     Exhibits.

         Exhibit           Description of Exhibits
           No.             -----------------------
         ------
           27              Financial Data Schedule


          (b)     Reports on Form 8-K.

                  No reports on Form 8-K were filed  during the last  quarter of
the period covered by this report.





<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 annual report to be
signed on its behalf by the undersigned hereunto duly authorized.


                                   SALES ONLINE DIRECT INC.




Date:  May 26, 1999                By:  /s/  Gregory Rotman
                                        ---------------------------------------
                                             Gregory Rotman, President



         In accordance with the Exchange Act, this annual report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated:



Date:  May 26, 1999                 /s/  Gregory Rotman
                                   --------------------------------------------
                                         Gregory Rotman, President and Director



Date:  May 26, 1999                 /s/ Richard Rotman
                                   --------------------------------------------
                                     Richard Rotman, Vice President, Treasurer,
                                     and Principal Financial Officer, Secretary
                                     and Director



Date:  May 26, 1999                /s/   Marc Stengel
                                   --------------------------------------------
                                     Marc Stengel, Vice President and Director



Date:  May 26, 1999                /s/   Hannah Kramer
                                   --------------------------------------------
                                     Hannah Kramer, Vice President and Director



C77876.634


<PAGE>



                              FINANCIAL STATEMENTS
                                December 31, 1998



<PAGE>




                      Securities Resolution Advisors, Inc.
                                and Subsidiaries
                        Consolidated Financial Statements
                                December 31, 1998






<PAGE>



                      Securities Resolution Advisors, Inc.
                                and Subsidiaries
                                Table of Contents
                                December 31, 1998


                                                                 PAGE


Auditors Report                                                  1


Consolidated Balance Sheet                                       2


Consolidated Statements of
   Operations                                                    3


Consolidated Statement of
Stockholders Equity                                              4


Consolidated Statements of Cash Flows                            5-6


Notes to Consolidated Financial Statements                       7-15



<PAGE>



                            Stephen P. Higgins, C.P.A
                               67 Dumbarton Drive
                           Huntington, New York 11743
                                 (516) 271-0381
                               FAX (516) 271-0385

Board of Directors
Securities Resolution Advisors, Inc. and Subsidiaries


We have  audited  the  accompanying  consolidated  balance  sheet of  Securities
Resolution  Advisors,  Inc.  and  subsidiaries  as  of  December  31,  1998  the
consolidated  statements of operations,  stockholders' equity and cash flows for
the years  ended  December  31,  1998 and  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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  consolidated  financial  statements  are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting  principles used and significant
estimates made by management,  as well as evaluating the overall presentation of
the financial statements.  We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Securities  Resolution Advisors,  Inc. and subsidiaries at December 31, 1998 and
the  consolidated  results of its  operations and cash flows for the years ended
December 31, 1998 and 1997 in  conformity  with  generally  accepted  accounting
principles.


/s/ Stephen P. Higgins, C.P.A.
Huntington, New York
April 2, 1999




<PAGE>




              Securities Resolution Advisors, Inc. and Subsidiaries
                                  Balance Sheet
                                December 31, 1998

CURRENT ASSETS

         Cash & Cash Equivalents                                  $        505
         Marketable Equity Securities, less
         allowance for unrealized losses
         of $11,134                                                      3,548
                                                                  ------------

                  TOTAL CURRENT ASSETS                            $      4,053

         Equity Securities Available for Sale                           25,000
         Investment in net assets of
           discontinued operations                                     687,590

                    TOTAL ASSETS                                  $    716,643
                                                                  ============

                       LIABILITIES & STOCKHOLDER'S EQUITY

CURRENT LIABILITIES

         Due to Shareholder                                        $    23,697
                                                                     ---------

                           TOTAL LIABILITIES                       $    23,697

STOCKHOLDER'S EQUITY

         Common Stock, $.01 par value.
         Authorized 25,000,000 shares; issued
         and outstanding 17,042,228 shares                         $   170,422
         Paid-in Capital                                             1,395,201
         Retained Earnings (Deficit)                                (  872,677)
                                                                    -----------

                  TOTAL STOCKHOLDER'S EQUITY                       $   692,946
                                                                    ----------

                  TOTAL LIABILITIES & STOCKHOLDER'S
                                            EQUITY                 $   716,643
                                                                   ===========

See accompanying notes to consolidated financial statements


                                      - 2 -

<PAGE>




              Securities Resolution Advisors, Inc. and Subsidiaries
                             Statements of Operation
                 for the years ended December 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                          1998                      1997
                                                           ----                      ----

<S>                                               <C>                       <C>
Revenue                                           $             -           $                -

Direct costs                                                    -                            -

         Gross profit                                           -           $                -

Other expense (income)

 Selling, general and administrative
  expense                                                      24                            -
 Permanent decline in market value
  of investment                                           665,000                            -
 Unrealized loss (gain) on marketable
  equity securities                               (         1,412)                           -
 Interest income                                  (             4)                           -
                                                   --------------           ------------------

Earnings (loss) before income taxes
 and discontinued operations                      (       663,608)                           -

Income tax expense (benefit)                                    -                            -
                                                  ---------------           ------------------

Earnings (loss) from discontinued
 operations                                       (       323,537)                      32,421
                                                   --------------           ------------------

Net earnings (loss)                               $(      987,145)          $           32,421
                                                  ================          ==================

Basic and diluted earning (loss) per share:

         Continuing Operations                    $(        0.045           $                -
         Discontinued Operations                  (         0.022)                       0.002
                                                   --------------           ------------------
                                                  $(        0.067)          $            0.002
                                                  ================          ==================
Weighted Average Shares
 Outstanding                                           14,737,787                   14,525,000

See accompanying notes to consolidated financial statements

</TABLE>



                                      - 3 -

<PAGE>



              Securities Resolution Advisors, Inc. and Subsidiaries
                  Statement of changes in stockholders' equity
                               for the years ended
                           December 31, 1998 and 1997

<TABLE>
<CAPTION>

                                        Common Stock          Additional                       Stock
                                                                Paid-in           Retained Subscript.                Stockholders'
                                        Shares  Par Value       Capital           Earnings   Receivable              Equity

<S>             <C>                        <C>  <C>                               <C>                                <C>
Balance January 1, 1997                    200  $       2                         $  122,045                         $   122,047

Common Stock Issued                3,999,800       39,998                           ( 39,998)

Common Stock Sold                    680,000        6,800          673,200                                               680,000

Common Stock Converted:           (4,680,000)     (46,800)                                                           (    46,800)
                                   9,753,000        9,753       (   15,804)                                          (     6,051)
Net Income                                                                            32,421                              32,421
                                  ----------    ----------       ----------        ----------    --------             -----------

Balance December 31, 1997          9,753,000    $   9,753        $ 657,396         $ 114,468                         $   781,617

Recapitalization                  (1,753,000)      70,247       (  187,848)                                          (   117,601)
                                  -----------  ----------       -----------         ---------    --------            ------------
                                   8,000,000    $  80,000          469,548           114,468                             664,016

Acquisition of Rose
International Ltd.                 6,525,000       65,250        1,401,714                       (798,000)               668,964

Sale of common shares
for cash                           1,505,400       15,054          299,096                                               314,150

Acquire 1,000,000 shares
of Accord Group, Inc for
stock                              1,000,000       10,000           22,961                                                32,961

Share Correction                      11,828          118       (      118)

Stock subscription
 default                                                        (  798,000)                       798,000

Net Earnings(Loss)                                                                 ( 987,145)                        (   987,145)
                                  ----------    ----------       -----------       ----------    --------             -----------

Balance Dec. 31, 1998             17,042,228    $ 170,422       $ 1,395,201       $( 872,677)   $       -            $   692,946
                                  ==========   ==========       ============      ===========   =========            ===========

See accompanying notes to consolidated financial statements.

                                      - 4 -

</TABLE>


<PAGE>




              Securities Resolution Advisors, Inc. and Subsidiaries
                             Statement of cash flows
                 for the years ended December 31, 1998 and 1997

                                                  1998                  1997
                                                  ----                  ----
Cash flows from operating activities:

Net earnings (loss) from
continuing operations                    $(        663,608)    $            -

Adjustments to reconcile net
earnings (loss) to net cash provided
by operating activities:

Permanent decline in market value
of investment                                      665,000                  -

Changes in assets and liabilities:

 Marketable equity securities            (           1,412)                 -
 Receivables                                         5,250                  -
 Accounts payable and accrued
 liabilities                             (           5,760)                 -
                                          ----------------     --------------

Net cash provided by (used in)
operating activities                     (             530)                 -
                                          ----------------     --------------

Cash flows provided by (used in)
investing activities

 Contribution to capital of
 subsidiaries                            (         314,150)                 -
 Acquisition of Rose
 International Ltd.                                  1,035                  -
                                         -----------------     --------------

Net cash provided by (used in)
investing activities                     (         313,115)                 -
                                          ----------------     --------------

Cash flows provided by (used in)
financing activities

 Sale of common stock                              314,150                  -
                                         -----------------     --------------

Net cash provided by (used in)
financing activities                               314,150                  -
                                         -----------------     --------------

Net increase (decrease) in cash
and cash equivalents                                   505                  -

Cash and cash equivalents beginning                      -                  -
                                         -----------------     --------------

Cash and cash equivalents ending         $             505     $            -
                                         =================     ==============


See accompanying notes to consolidated financial statements.



                                      - 5 -

<PAGE>



              Securities Resolution Advisors, Inc. and Subsidiaries
                        Statement of cash flows continued
                 for the years ended December 31, 1998 and 1997

                                                          1998            1997
                                                          ----            ----

Supplemental Disclosures of
Cash Flow Information from
Continuing Operations

Interest Paid                                             None           None
                                                     =========         ========
Income taxes paid                                         None           None
                                                     =========         ========

Supplemental Schedule of Noncash
Investing and Financing Activities

The acquisition of the Accord Group, Inc.
was accounted for as a reverse acquisition
utilizing the purchase method of accounting.
The assets of Rose International Ltd.
were recorded at their fair value as
follows:

 Marketable equity securities                    $   2,136
 Accounts Receivable                                 5,250
 Marketable equity securities
  held for investment                              690,000
 Liabilities assumed                              ( 29,457)
 Minority shareholders                            (668,964)
                                                  ---------
 Cash received in acquisition                    $   1,035
                                                  =========














See accompanying notes to consolidated financial statements.




                                      - 6 -

<PAGE>



              Securities Resolution Advisors, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1998

Note 1 - Organization and Summary of Significant Accounting Policies

         Principles of Consolidation

         The consolidated  financial statements include the accounts of Security
         Resolution  Advisors,  Inc, formally known as Rose International  Ltd.,
         and its 100% owned subsidiary Security Resolution Advisors,  Inc. a New
         York  Corporation,  (collectively  referred  to as the  "Company").  As
         discussed  in notes 5 and 6, the  subsidiary  of the  Company  was sold
         after December 31, 1998, accordingly,  the net assets of the subsidiary
         are included in investment in net assets of discontinued operations.

         Organization

         On  August  1,   1995,   Struthers   Industries,   Inc.(Struthers),   a
         publicly-traded company, sold 100% of the issued and outstanding shares
         of Rose Color, Inc. (Color) to Global Ecosystems, Inc. (Global). Global
         subsequently  changed its name to Rose  International,  Inc. and merged
         into and with Rose International Ltd (Rose), a publicly-traded company,
         in a transaction accounted for as a reverse acquisition. As a result of
         the above  transactions,  Color was a wholly-owned  subsidiary of Rose,
         with Struthers  being the majority  owner of Rose.  During August 1996,
         Struthers sold 100% of its interest in Rose to M&M Group.

         Effective September 30, 1997, the Company entered into an Agreement and
         Plan of  Reorganization  by and among Chiralt Corp.,  Rose,  Color, SPS
         Alfachem,  Inc.  (SPS) and Struthers  which resulted in the transfer to
         Chiralt Corp. the Company's  ownership of Color and SPS in exchange for
         3,000,000  shares of the common stock of  International  Imaging,  Inc.
         (Imaging),  a  publicly-traded  Delaware  corporation  (Commission file
         Number  000-26182).  Simultaneously  with  the  Agreement  and  Plan of
         reorganization,  M&M Group  transferred  its  interest in Rose to Erose
         Capital Corporation who is the beneficial owner of approximately 70% of
         the  outstanding  common  shares  of  Imaging.  As  a  result  of  this
         transaction, Color, Chiralt Corp. and SPS are wholly-owned subsidiaries
         of Imaging. Subsequent to the transaction,  Imaging changed its name to
         NexTech Enterprises International, Inc.

         On June 6, 1998 the Company  acquired 82% of the issued and outstanding
         common  shares  of  The  Accord  Group,   Inc.,  et  al,  (Accord),   a
         publicly-traded  company,  for 8,000,000 shares of the Company's common
         stock  and  subsequently   acquired  another  10%  of  the  issued  and
         outstanding  shares of The Accord Group,  Inc. for 1,000,000  shares of
         the Company's common stock. The transactions have been accounted for as
         a reverse acquisition.




                                      - 7 -

<PAGE>



              Securities Resolution Advisors, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1998

Note 1 - Organization and Summary of Significant Accounting Policies -
Continued

         Organization continued

         Effective  December  15,  1998  management   exchanged  its  92%  owned
         subsidiary,  Accord for 100% of Securities Resolution Advisors, Inc., a
         New York corporation.

         Nature of Business

         At December 31, 1998, the Company does not have any revenue  generating
         operations.  The  Company,  prior to  entering  into a  formal  plan of
         disposal of its subsidiaries,  was engaged in services to the investing
         community  who had lost  money  due to the  advice,  lack of  fiduciary
         responsibility,  fraud or numerous other reasons. The services included
         advising on the  appropriate  coarse of action in regard to arbitration
         as well as settlement with brokers and brokerage firms.

         Cash Equivalents

         The Company considers all liquid  investments with original  maturities
         of three  months or less to be cash  equivalents.  At December 31, 1998
         cash equivalents consist of money market accounts.

         Marketable Equity Securities

         Marketable equity  securities are comprised of trading  securities held
         for short-term  investment purposes and equity securities available for
         sale.  These  securities  are stated at fair value,  with the change in
         fair  value  during  the  period   included  in  earnings  for  trading
         securities  and as a  component  of  stockholders'  equity  for  equity
         securities  available for sale.  Realized gains or losses on marketable
         securities  are  calculated  base on the first-in  first-out  method of
         accounting.  When it is  determined  the market value of available  for
         sale  securities  have  permanently  declined,  the  cost  basis of the
         individual security is written down to fair value as a new cost basis

         Fixed Assets

         Fixed  Assets are  stated at cost and  depreciated  over the  estimated
         useful life utilizing the straight line method. Renewal and betterments
         are  capitalized  to the related  asset,  repairs and  maintenance  are
         charged to expense as incurred.




                                      - 8 -

<PAGE>



              Securities Resolution Advisors, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1998

Note 1 - Organization and Summary of Significant Accounting Policies -
Continued

         Income Taxes

         Deferred  income taxes are recognized for income and expense items that
         are reported for financial  reporting  purposes in different years than
         for income tax purposes.

         Revenue and Expense Recognition

         Services  revenue is recognized when a non refundable  retainer deposit
         is  taken  and  when a  binding  settlement  is  reached.  Expense  are
         recognized as incurred.

         Use of Estimates

         The  process of  preparing  financial  statements  in  conformity  with
         generally accepted accounting  principles requires the use of estimates
         and  assumptions  regarding  certain  types  of  assets,   liabilities,
         revenues and expenses.  Such  estimates  primarily  relate to unsettled
         transactions  and  events as of the date of the  financial  statements.
         Accordingly,  upon settlement, actual results may differ from estimated
         amounts.

         Fair Value Determination

         Financial  instruments other than marketable equity securities  consist
         of cash, accounts payable and amounts due to shareholder.  The carrying
         amount of these financial  instruments  approximates  fair value due to
         their  short-term  nature or the current  rates which the Company could
         borrow funds with similar remaining maturities.

         Net Earnings per Share

         Net earnings per share amounts are computed using the weighted  average
         number of shares  outstanding  during the period.  Diluted earnings per
         share  is  presented  if  the  assumed   conversion   of  common  stock
         equivalents results in material dilution







                                      - 9 -

<PAGE>



              Securities Resolution Advisors, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1998

Note 1 - Organization and Summary of Significant Accounting Policies -
Continued

Note 2 - Marketable Equity Securities

         An allowance for unrealized  losses is established  for the amount that
         the  aggregate  cost of  marketable  equity  securities  exceeds  their
         aggregate  market value.  At the balance sheet date,  the allowance for
         unrealized losses is $11,134. Results of operations for the year ending
         December 31, 1998 include an unrealized gain of $1,412.

         Securities  available  for sale at  December  31,  1998  consist of the
         common stock of NexTech Enterprises International,  Inc. This stock was
         obtained  on  September  30,  1997  for  the   Company's   wholly-owned
         subsidiaries  Color  and SPS.  The stock is  restricted  and may not be
         traded until  October 1, 1999.  Fair value of the stock is estimated at
         $3,000,000  at  September  30,  1997,  and $690,000 at June 2, 1998 and
         $25,000 at December 31,  1998.  The Company  determined  the decline in
         market value at December 31, 1998 to be  permanent,  accordingly a loss
         in the amount of $ 665,000 was recognized  during the fourth quarter of
         1998.

Note 3 - Capital Stock

         Stock subscriptions  receivable were created through the sale of common
         stock  pursuant  to  Regulation  D. The  common  stock  was sold in two
         offerings of 1,000,000  shares each at a price of $1.00 per share.  The
         entire  2,000,000  shares were subscribed for under the offerings.  The
         Form D was filed with the U.S.  Securities  and Exchange  Commission on
         August 7, 1995 and August 26, 1996.  As of December 31, 1998,  $202,000
         was collected from the offerings and one offering for 1,000,000  shares
         was  cancelled.  The stock  subscription   receivable  in the amount of
         $798,000 was  determined  to be  uncollectible and was written off as a
         reduction of paid in capital in December 1998

         On August 7, 1995 the directors of Rose  International Ltd. adopted the
         Incentive  Stock Option Plan (the Plan) under which options to purchase
         shares of Rose  International  Ltd.'s  common  stock are granted to key
         employees by the  Compensation  committee  which was established by the
         directors to administer the Plan. The option prices,  determined by the
         Compensation Committee, shall not be less than the fair market value of
         the common  stock at the date of grant.  The  purpose of the Plan is to
         provide key employee of the Company with an  opportunity  to acquire or
         increase their  proprietary  interest in the success of the Company and
         to encourage them to remain in the employ of the Company. The number of
         shares of common  stock  which may be granted  under the Plan shall not
         exceed  1,000,000  and no option shall be granted  under the Plan after
         August 7, 2005. The plan was discontinued during 1998.



                                     - 10 -

<PAGE>



              Securities Resolution Advisors, Inc. and Subsidiaries
                   Notes to Consolidated financial Statements
                                December 31, 1998

Note 3 - Capital Stock - Continued

         The  following is a summary of  transactions  related to all options to
         purchase  common  stock  issued  under the Plan for the two years ended
         December 31, 1998:

                                                              Weighted
                                                              Average
                                    Number                    Exercise
                                    of Shares                 Price

         Outstanding at
         December 31, 1996          450,000                     1.00
           Granted                       -
           Exercised                     -
           Cancelled                     -                      1.00
                                    -------

         Outstanding at
         December 31, 1997          450,000                     1.00
           Granted                       -
           Exercised                     -
           Cancelled                450,000                     1.00
                                    -------

         Outstanding at
         December 31, 1998                0                     1.00
                                    =======

         The above  options  were  granted  with an  exercise  price equal to or
         greater than the common stock's fair market value at the date of grant.

         On August 10, 1995, the directors of Rose  International  Ltd.  adopted
         the 1995-1996  Nonstatutory  Stock Option Plan (the Nonstatutory  Plan)
         under which  options to purchase  shares of Rose  International  Ltd.'s
         common  stock are  granted  to key  employees  and  consultants  by the
         compensation  committee  which  was  established  by the  directors  to
         administer the Nonstatutory Plan. The option prices,  determined by the
         Compensation  Committee,  shall require  board of director  approval if
         they are less the 85% of the fair market  value of the common  stock at
         the date of grant. The purpose of the Nonstatutory Plan is to encourage
         key employees and





                                     - 11 -

<PAGE>



              Securities Resolution Advisors, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1998

Note 3 - Capital Stock - Continued

         consultants  of the  Company to promote  the  Company's  business.  The
         number  of  shares  of common  stock  which  may be  granted  under the
         Nonstatutory  Plan  shall not  exceed  500,000  and no option  shall be
         granted under the  Nonstatutory  Plan after December 31, 1996. The plan
         was discontinued during 1998.

         The  following is a summary of  transactions  related to all options to
         purchase  common stock issued under the  Nonstatutory  Plan for the two
         years ended December 31, 1998:

                                                               Weighted
                                                               Average
                                     Number                    Exercise
                                     of Shares                 Price

         Outstanding at
         December 31, 1996           355,000                     2.11
           Granted                        -
           Exercised                      -
           Cancelled                      -
                                     -------

         Outstanding at
         December 31, 1997           355,000                     2.11
           Granted                        -
           Exercised                      -
           Cancelled                 355,000
                                     -------
         Outstanding at
         December 31, 1998                 0
                                     =======

         The above  options  were  granted  with an  exercise  price equal to or
         greater than the common stock's fair market value at the date of grant.

Note 4 - Income Taxes

         Income  tax  expense  from  continuing   operations   consists  of  the
following:

                                            Current      Deferred      Total
                  1998:
                           Federal               -             -          -
                           State                 -             -          -
                                            ------       -------       -----





                                     - 12 -

<PAGE>



              Securities Resolution Advisors, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1998

Note 4 - Income Taxes - Continued

The  deferred  income tax  assets at  December  31,  1998 are  comprised  of the
following:

                                        Current                   Non-current
                                        -------                   -----------

         Marketable Securities          $ 4,000                   $        -
         Net operating loss                   -                      197,000
         Investments                          -                    4,016,000
         Capital loss                         -                        7,000
                                         ------                    ---------
                                          4,000                    4,224,000
         Valuation Allowance              4,000                    4,224,000
                                         ------                    ---------
                                        $     -                   $        -
                                         ======                    =========

Actual income tax expense  applicable to earnings  (loss) before income taxes is
reconciled with the "normally  expected"  federal income tax for the years ended
December 31, 1998 and 1997 as follows:

                                                  1998              1997
                                                  ----              ----

         Expected tax (benefit)             $(336,000)           $  13,000
         State income tax (benefit)
         net of Federal benefit              ( 59,000)               2,000
         Minority interest                   ( 10,000)
         Valuation allowance adjustment       405,000
         Other                                      -             (  9,800)
                                             --------             ---------
                                            $       -            $   5,200
         Discontinued Operations                    -             (  5,200)
                                             --------             ---------
                                            $       -            $       -
                                             ========             =========

Note 5 - Discontinued Operations

Effective  December  31,  1998  the  Company   discontinued  the  operations  of
Securities Resolution Advisors, Inc., a New York corporation.

The following  summarizes the assets and  liabilities  of Securities  Resolution
Advisors, Inc., a New York corporation, at December 31, 1998:

                           Assets

         Cash & Cash Equivalents               $  173,831
         Accounts Receivable                      490,040
                                                ---------

                  Total Current Assets            663,871

         Fixed Assets, net                         81,271



                                     - 13 -

<PAGE>



              Securities Resolution Advisors, Inc. and Subsidiaries
                   Notes to Consolidated financial Statements
                                December 31, 1998

Note 5 - Discontinued Operations - Continued

         Organization Costs, net                          7,216

         Security Deposits                               11,181

                  Total Assets                       $  763,539
                                                     ==========

                           Liabilities and Shareholders Equity

         Current Liabilities                         $   16,355
         Minority Interests                               2,037
                                                     ----------

                  Total Liabilities                      18,392

         Shareholders Equity                            745,147

                  Total Liabilities and
                  Shareholders Equity                $  763,539
                                                     ==========

         The following  summarizes  the results of operations for the year ended
         December 31, 1998 for Securities Resolution Advisors, Inc., a New York
         corporation:

                  Revenues                                $  443,585
                  Direct Costs                               375,558
                                                           ---------
                           Gross Profit                       68,027

                  Costs and Expenses                         418,647

                   Net Income (Loss) before
                   Income Taxes                           $( 350,620)

                  Income tax expense                               0

                           Net Income (Loss)              $( 350,620)
                                                          ===========

         The 1998 financial  statements have been restated for the effect of the
         discontinued  operations.  Direct  costs and other  costs and  expenses
         include $ 314,000 in bonuses  declared  and paid during the three month
         period ended  December  31,  1998.  The  discontinued  operations  were
         marginally  profitable  between the balance  sheet date and the date of
         disposition.



                                     - 14 -

<PAGE>


              Securities Resolution Advisors, Inc. and Subsidiaries
                   Notes to Consolidated financial Statements
                                December 31, 1998

Note 6 - Subsequent Event

On  January  31,  1999 the  Company  entered  into an  agreement  with  Internet
Auctions,  Inc.,  (Internet),   whereby  the  Company  agreed  to  increase  its
authorized  shares to  100,000,000  and to purchase  40,000  shares of Internet,
which  represents  100% of its issued and  outstanding  shares,  for  37,368,912
shares of the issued and outstanding shares of the Company. Simultaneously,  the
Company entered into a second agreement  whereby the Company agreed to sell 100%
of its interest in its wholly- owned subsidiary, Securities Resolution Advisors,
Inc., a New York  corporation,  for 8,000,000 shares of the Company's issued and
outstanding stock. The 8,000,000 shares were then to be retired.

The sale of Securities Resolution Advisors, Inc, a New York corporation,
closed on February 24, 1999, and the related shares were retired.  On February
25, 1999 the transaction with Internet was completed.

Note 7 - Fourth Quarter Transactions

During the quarter  ended  December 31, 1998,  the Company made two  significant
adjustments.

                  1. The company determined its stock subscription receivable in
                     the  amount of $ 798,000  was  worthless.  This  amount was
                     recorded as a reduction in paid-in capital.

                  2.  The  Company   determined   its   investment   in  NexTech
                      Enterprises International, Inc. had  suffered  a permanent
                      decline   in   market   value.   Accordingly  the  Company
                      recognized  a  loss  of $665,000 during the forth quarter.



                                     - 15 -