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Gundaker/Jordan American Holdings Inc · 10KSB · For 12/31/02

Filed On 7/9/03, 1:02pm ET   ·   Accession Number 1234034-3-5   ·   SEC File 0-18974

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  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

 7/09/03  Gundaker/Jordan American Hol..Inc 10KSB      12/31/02    2:84K                                    Membrado & Monte..LLP/FA

Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Jahi10K                                               34±   149K 
 2: EX-99.1     Miscellaneous Exhibit                                  1      5K 


10KSB   —   Jahi10K
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
4Item 1. Business
6Item 2. Properties
"Item 3. Legal Proceedings
"Item 4. Submission of Matters to A Vote of Security Holders
"Item 5. Market for Common Equity and Related Stockholder Matters
"Item 6. Management's Discussion and Analysis
7Item 7. Financial Statements
"Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
8Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
9Item 10. Executive Compensation
"A.J. Elko
10Item 11. Security Ownership of Certain Beneficial Owners and Management
11Item 12. Certain Relationships and Related Transactions
"Item 13. Exhibits and Reports on Form 8-K
12Item 14. Controls and Procedures
15Liabilities
"Net loss from continuing operations
"Net loss
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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB (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, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER: 0-18974 JORDAN AMERICAN HOLDINGS, INC. (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER) FLORIDA 65-0142815 (State or other Jurisdiction (I.R.S. Employer of Incorporation) Identification No.) 2155 RESORT DRIVE, SUITE 108 STEAMBOAT SPRINGS, CO 80487 (Address of Principal Executive Offices) (Zip Code) (970) 879-1189 (Issuer's telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Common Stock, $.001 par value (Title of Class) 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of 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. [ ] The company's revenues for its most recent fiscal year were $356,449. The aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to a closing price of $0.03, as of April 30, 2003 was $163,201. State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of April 30, 2003, 14,217,266 shares of common stock were outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE No annual reports to security holders, proxy or information statements, or prospectuses filed pursuant to Rule 424(b) or (c) have been incorporated by reference in this report.
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INDEX PART 1 PAGE ---- Item 1. Description of Business 1 Item 2. Description of Properties 4 Item 3. Legal Proceedings 4 Item 4. Submission of Matters to a Vote of Security Holders 5 PART II Item 5. Market for Common Equity and Related Stockholder Matters 5 Item 6. Management's Discussion and Analysis 6 Item 7. Financial Statements 7 Item 8. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 7 PART III Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act 8 Item 10. Executive Compensation 9 Item 11. Security Ownership of Certain Beneficial Owners and Management 9 Item 12. Certain Relationships and Related Transactions 12 Item 13. Exhibits and Reports on Form 8-K 12 Item 14. Controls and Procedures.
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PART I SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Form 10-KSB contains forward-looking statements that involve risks and uncertainties, including the fact that our auditors have determined that there is uncertainty as to our ability to continue as a going concern, we will require additional capital in order to meet our cash needs during 2003, we have recently experienced significant changes at the senior management and Board of Directors levels, and other risks identified below under "Management's Discussion and Analysis or Plan of Operation - Safe Harbor for Forward Looking Statements".  ITEM 1. BUSINESS GENERAL Jordan American Holdings, Inc., was incorporated under the laws of Florida in 1989. We are a financial services company which offers clients investment advisory and brokerage services. We manage investment portfolios for individuals, trusts, corporate pension plans, other corporate accounts, and foundations through our wholly owned subsidiary, Equity Assets Management, Inc. ("EAM"). In addition, we operate a registered broker-dealer through another wholly owned subsidiary, IMPACT Financial Network, Inc. ("IFNI"). IFNI is a member of the National Association of Securities Dealers, Inc. ("NASD") and the Securities Investor Protection Corporation ("SIPC"). RECENT DEVELOPMENTS CHANGES IN OUR BOARD OF DIRECTORS AND MANAGEMENT During the fourth quarter of 2002, we experienced significant changes in the composition of our Board of Directors and senior management. Mr. A.J. Elko, our former Chief Executive Officer and President, and Mr. Charles Clark, our former Chief Investment Officer, resigned from their positions as officers and members of our Board of Directors. In addition, Mr. Gerald Bowyer Mr. Clare Gilchrist and Mr. Richard Williams each resigned from their positions as members of the Board of Directors during the fourth quarter. In November of 2002, the Board of Directors of the Company appointed Mr. Herald Stout to fill one of the vacancies on the Board of Directors. Mr. Stout previously served as a Director of the Company from December 31, 1999 until May 21, 2001. In addition, the Board appointed Mr. W. Neal Jordan as the Company's Chief Executive Officer, President, Chief Investment Officer, Chief Financial Officer, and Secretary. As a result, Messrs. Jordan and Stout are currently the only members of our Board of Directors and Mr. Jordan is currently our sole officer. DISCONTINUANCE OF CERTAIN BUSINESS SEGMENTS In the fourth quarter of 2002, we discontinued the operations of IMPACT Tax and Business Services, Inc., a wholly owned subsidiary ("ITABS"). ITABS provided tax preparation and tax planning services to individuals and small businesses. The Company originally purchased the assets of ITABS from Mr. A.J. Elko in November 2000. By November 2002, all of the personnel necessary for the operation of ITABS had resigned from the Company, necessitating our termination of the business. In addition, in an effort to reduce expenses and focus on our core businesses, we have also discontinued operating our mutual fund administrative and transfer agent services and have liquidated the Impact Total Return Portfolio mutual fund and returned the proceeds to the shareholders thereof. INVESTMENT ADVISORY SERVICES We conduct our investment advisory business under the name Equity Assets Management. Equity Assets Management is an investment advisory firm that specializes in the management of accounts containing equity securities of United States public companies, the majority of which are held by semi-affluent individual clients who are billed on an incentive fee basis. A semi-affluent investor generally has a total net worth greater than $1 million and less than $10 million. EAM manages investment portfolios for individuals, trusts, corporate pension plans, other corporate accounts, and foundations. Incentive based advisory fees on assets under management for semi-affluent investors provide the largest portion of our revenues. However, such revenues began declining in 2001 in a trend that is expected to continue through 2003. The assets of these and other clients have been declining primarily due to investment performance results achieved within the individual accounts. The investment objective of the individually held portfolios is significant capital appreciation or growth. EAM is compensated for its management of these accounts through two primary methods. EAM receives a fixed advisory fee based on the value of assets under management or an incentive based advisory fee based upon the account's annual performance results, or a combination of the two. At December 31, 2002, EAM managed 171 individual accounts with assets under management of approximately $8 million, down from 180 individual accounts and $19 million at the prior year-end. Approximately 30% of the assets under management in these accounts pay the fixed percentage of assets fee of approximately 1.9% annually. Approximately 70% of the assets under management in these accounts are billed on an incentive fee basis, whereby the Company normally receives 20% of the net realized and unrealized gains, including dividends and interest, in the account following each year of management. Exceptional investment results in the incentive fee based accounts may cause substantial revenues for the Company while poor results in the same accounts may yield little or no revenues for the Company. Additionally, because incentive fee based contracts are billed on an annual basis for each respective client, there may be a delay in billing revenue for as long as eleven months from the time when actual account performance results were achieved. Thus, positive results in these accounts may or may not benefit the revenues of the Company for nearly one year after such results were achieved, depending on the billing cycle of respective clients and the results of investments held in the portfolio during the interim period prior to the calculation of the billing. BROKER/DEALER The Company also operates a registered broker-dealer, IMPACT Financial Network, Inc. ("IFNI"), which is a wholly owned-subsidiary of the Company and a member of the National Association of Securities Dealers, Inc. ("NASD") and the Securities Investor Protection Corporation ("SIPC"). Over 90% of EAM's individually managed accounts maintain brokerage accounts with IFNI for assets placed under EAM's management. IFNI is compensated for securities transactions on behalf of the Company's managed accounts by receipt of commissions for orders executed through Pershing & Co., a division of Donaldson, Lufkin, & Jenrette, a securities corporation. Pershing & Co., a member of SIPC, acts as clearing firm and custodian and processes all confirmations and monthly statements for EAM clients who choose to hold their accounts with IFNI. Clients may decide to custody their accounts at another brokerage institution of their own choosing. Management believes that IFNI will continue to be a source of revenue for the Company primarily through the commissions earned on securities transactions. Total assets under management and corporate earnings may substantially increase or decrease due to stock market conditions; investment results as influenced by EAM's investment advisory decisions; expense and related effectiveness of marketing efforts; and competition from other investment advisory companies and mutual funds. Other indirect influences, such as interest rate changes by the Federal Reserve Board, economic conditions such as high inflation and/or recession, international events, acts of terrorism, and other factors may also affect assets under management and corporate earnings.
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THE INDUSTRY Revenues in the investment advisory business are determined primarily by fees based on the value of assets under management and on investment performance results. Therefore, the principal determinants of growth in the industry are the growth of individual assets under management and achieving positive investment results. In management's judgment, the major factors which influence growth in the industry are: (1) changes in the market value of securities; (2) net cash flow into or out of existing accounts; (3) gains of new or losses of existing accounts; and (4) the general stock market condition. COMPETITION EAM competes to manage investment portfolios for individuals, trusts, corporate pension plans, other corporate accounts, and foundations. Management believes that the most important factors affecting competition in the investment advisory business are: (1) the abilities and reputations of investment advisors; (2) the differences in the investment results achieved by investment advisory firms; (3) the stability of a firm's workforce, especially of portfolio managers; (4) marketing capabilities; and (5) quality of client services. EAM has many competitors, including other investment advisors, investment companies, broker-dealers and financial planners in addition to investment alternatives offered by insurance companies, banks, credit unions, securities dealers and other financial institutions. Many of these institutions possess large sales forces and significant financial resources, are able to engage in more extensive marketing and advertising than EAM and may offer accounts insured by the Federal Deposit Insurance Corporation. REGULATION EAM is registered with and subject to regulation by the SEC under the Investment Advisers Act of 1940 and, where applicable, under state advisory laws. EAM is also subject to regulation by the SEC under the Investment Company Act of 1940. IFNI is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934 (the "Exchange Act") and, where applicable, under state securities laws, and is regulated by the SEC, state securities administrators and the NASD. By law, investment advisors and broker-dealers are fiduciaries and are required to serve their clients' interests with undivided loyalty. There is a potential conflict of interest because of the affiliation between EAM and IFNI. While EAM believes that its existing relationships are in compliance with applicable laws and regulations, because of this potential conflict of interest, the SEC may closely examine these relationships. Many aspects of the financial services industry involve substantial liability risks, including exposure under federal and state securities laws in connection with the distribution of securities and investment advisor activities. Although the Company currently maintains errors and omission insurance policies insuring against this risk, such insurance does not necessarily protect the Company against loss in all events. There can be no assurance that any changes to existing laws, regulations or rulings promulgated by government entities having jurisdiction over the Company's investment advisory, broker-dealer, investment company and commodities trading business will not have an adverse effect upon the business of the Company. EMPLOYEES At April 30, 2003, the Company employed two full-time personnel, including Mr. W. Neal Jordan. The Company utilizes the services of independent contractors to assist the employees in the operation of the Company's business.
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 ITEM 2. PROPERTIES We have moved our headquarters to 2155 Resort Drive, Suite 108, Steamboat Springs, Colorado. Consistent with our plan to reduce the Company's expenses, we have closed our office in Pittsburgh, Pennsylvania and are currently seeking to terminate our leases and subleases in Lexington, Kentucky and Boston, Massachusetts.  ITEM 3. LEGAL PROCEEDINGS In July 2002, Mr. San Fillippos filed a lawsuit against the Company in the Superior Court of New Jersey, Monmouth County, Docket No. MON-L-3030-02. Plaintiff has alleged that the company owes him damages, as a result of, among other things, misfeasance, malfeasance, breach of fiduciary duties and breach of securities statutes in connection with the Company's handling of Plaintiff's account. The Plaintiff obtained a default judgment against the Company for the failure of the Company to respond to and/or answer the Complaint. The Company has submitted a Motion to Vacate the Default and to Compel Arbitration which it subsequently withdrew, and the parties have agreed to mediate the dispute. The Company believes that the allegations are wholly without merit and currently expects to vigorously defend its position. If however, the matter is decided adversely to the Company, such a result could have a material adverse effect on the Company. In connection with a late 1997 examination of the Company, the SEC raised certain issues regarding possible violations of the federal securities laws in connection with the private placement of debentures of Boston Restaurant Associates, Inc. Management of the Company does not expect the resolution of this matter to have any material adverse effect on the Company's financial condition, results of operations or business. Other than the foregoing, the Company is not a party to any material litigation, and management has no knowledge of any threatened material litigation against the Company.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of our security holders during the fourth quarter of the year ended December 31, 2002. PART II  ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Company's common stock currently trades on the OTC Bulletin Board under the symbol "JAHI." The following are the high and low bid prices for JAHI for the two-year period ended December 31, 2002. Such prices reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. YEAR ENDED DECEMBER 31, 2001 HIGH LOW -------------------------------- ---- --- First Quarter $0.18 $0.05 Second Quarter $0.10 $0.05 Third Quarter $0.15 $0.05 Fourth Quarter $0.11 $0.05 YEAR ENDED DECEMBER 31, 2002 HIGH LOW -------------------------------- ---- --- First Quarter $0.055 $0.03 Second Quarter $0.05 $0.03 Third Quarter $0.03 $0.01 Fourth Quarter $0.02 $0.006  Shareholders As of April 30, 2003, there were 244 holders of record of our common stock, with any shares held by persons or companies in street or nominee name counted only under such street or nominee name. DIVIDENDS We have not paid or declared cash dividends on our common stock since inception and do not anticipate paying dividends in the foreseeable future. Moreover, pursuant to the Certificate of Designations governing our preferred stock, we are not permitted to pay dividends on our common stock until all accrued and unpaid dividends on the preferred stock have been paid or declared and set aside for payment. As of December 31, 2002, we were in arrears with respect to the payment of dividends on the outstanding preferred stock in the amount of $157,500.  ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS  SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS Certain statements provided by us in this report are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. The most significant of such factors include, but are not limited to, the following: our auditors have determined that there is uncertainty as to our ability to continue as a going concern, we will require additional capital in order to meet our cash needs during 2003, we have recently experienced significant changes at the senior management and Board of Directors levels, the performance of financial markets, the investment performance of our managed accounts, general economic conditions, competitive conditions and government regulations, including changes in tax rates. We caution readers to carefully consider such factors. Further, such forward-looking statements speak only as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. RESULTS OF OPERATIONS Net loss for 2002 was $487,299 or $0.03 per common share and share equivalent compared to a net loss of $1,493,496 or $0.13 per common share and share equivalent for 2001. The decrease in our net loss was primarily caused by our reduction in selling general administrative expenses as discussed below. Revenue from investment advisory fees for 2002 totaled $159,938 compared to $247,562 for 2001, a decrease of 35%. Realized losses on trading equity securities for 2002 were $63,843 compared to realized losses on trading equity securities of $250,914 for 2001. Commission revenue decreased for 2002 to $239,940, as compared to $351,138 for 2001, a decrease of approximately 32%. This decrease was primarily due to a decrease in the volume of securities transactions for client accounts by the Company based on its investment strategy, market conditions and other factors. Selling, general, and administrative ("SG&A") expenses of $939,722 were incurred during 2002, compared to SG&A expenses of $1,917,912 for 2001, a decrease of approximately 51%. The decrease in SG&A expenses stems primarily from a reduction in salaries due to our decrease in employees ($304,893), a reduction in professional fees, largely as a result of reduced litigation expenses ($356,714) and a reduction in overall general and administrative expenses ($96,760). Total other income was $165,389 for 2002, compared to $171,460 for 2001.
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LIQUIDITY AND CAPITAL RESOURCES The Company did not hold any marketable securities as of December 31, 2002, as compared to marketable securities valued at $49,298 at December 31, 2001. During 2002 we sold the securities owned at December 31, 2001 in order to meet our operating expenses. Net investment advisory fees receivable were $3,513 at December 31, 2002, as compared to $16,394 at December 31, 2001, a decrease of approximately 79%. This decrease can be primarily attributed to significantly lower incentive-based billings in 2002 as compared to 2001. Accounts payable and accrued expenses were $184,211 at December 31, 2002, as compared to $32,574 at December 31, 2001, an increase of approximately 466%. The increase in accounts payable and accrued expenses can be primarily attributed to our lack of available working capital to pay bills as they become they due. Accruals are based upon actual expenses incurred as well as unbilled expenses. Net cash used in continuing operating activities for fiscal year 2002 was $91,780 compared to net cash used in continuing operations of $1,034,991 for the same period in 2001. This change was due primarily to the decrease in the Company's net loss from the prior year. Net cash provided by financing activities for fiscal year 2002 was $131,333 compared to net cash provided by financing activities of $34,500 in 2001. This financing activity in 2002 related to the deposit received from Schneider Capital in connection with our attempted sale of the Impact Total Return Portfolio mutual fund. Our negotiations with Schneider Capital have ceased and, therefore, we have recorded this deposit as a liability in our financial statements for the year ended December 31, 2002. At December 31, 2002, the Company had $36,570 in cash and no marketable securities. Negative stock market trends have impaired the Company's ability to gather new assets into the individually managed accounts. Negative investment performance within the individually managed accounts has impaired the Company's ability to earn performance-based revenues. Management is currently considering the sale of the Boston Restaurant Debenture and is seeking additional capital through the sale of equity to meet the cash requirements needed to sustain current operations. We do not currently have adequate funds available to fund our operations over the next twelve months. If the Company cannot raise additional capital or sell the Boston Restaurant Debenture in the near future, the Company will need to cease operations in its present form. No assurances can be given that management's efforts will be successful.  ITEM 7. FINANCIAL STATEMENTS Financial statements contained in this report reflect no change from the preceding year in any accounting principles or practices or in the method of application of those principles or practices. Information with respect to this item is contained in the consolidated financial statements beginning on page F-1 of this report. Such information is incorporated herein by reference.  ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None
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PART III  ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT. Our directors and executive officer and their ages as of April 2003 are as follows: NAME AGE POSITION ---- --- -------- W. Neal Jordan 63 Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Chief Investment Officer, Secretary and Director Herald Stout (1) 42 Director ________________________ (1) On November, 2002, a majority of the Directors then remaining in office elected Mr. Stout as a Director of the Company. The appointment filled an existing vacancy on the Board of Directors. W. NEAL JORDAN has been a Director of the Company since April 1993; and served as the Chairman of the Board of the Company from August 1, 1995 through June 1, 2001; as Chief Executive Officer of the Company from July 1999 through June 1, 2001, and from August 1995 until October 1997; and as Chief Investment Officer of the Company from October 1997 through June 1, 2001. In November 2002, the Mr. Jordan was appointed as the Company's Chief Executive Officer, President, Chief Investment Officer, Chief Financial Officer, and Secretary. Mr. Jordan was President of New EAM from its formation in November 2000 through June 4, 2001. He had served as the President, Chief Executive Officer and Portfolio Manager of Equity Assets Management, Inc., a Florida corporation ("Old EAM"), from Old EAM's inception in 1972 until its merger into the Company in 1995. He was President of IFNI, which he founded in 1986, through June 4, 2001. HERALD STOUT served as a Director of the Company between December 31, 1999 and May 21, 2001 and has was reappointed as a director in November 2002. Mr. Stout was an Investment Advisor Representative with the Company and a Registered Representative of IMPACT Financial Network, Inc from June 4, 1997 to December 31, 1999. During that time, he traded options and securities perceived to have a strategic advantage based on volatility. Mr. Stout is a principal of Vantage Capital Corporation, for which he has managed real estate investments for more than the last five years. Mr. Stout received his Bachelor of Science Degree in Finance from the College of Business at Virginia Tech in 1983. AUDIT COMMITTEE FINANCIAL EXPERT We do not currently have an audit committee or an audit committee financial expert due to our recent change in the Board Members and management. We intend to appoint an audit committee in the near future. CODE OF ETHICS We have not yet prepared written code of ethics and employment standards for the Company. We have not prepared such a code due to our recent change in the Board Members and management. COMPLIANCE WITH SECTION 16(A) Section 16(a) of the Exchange Act requires the Company's directors and executive officers, and persons who own more than ten percent of a registered class of the Company's equity securities, to file with the Commission initial reports of ownership and reports of changes in ownership of the Company's Common Stock and other equity securities of the Company. Officers, directors and greater than ten percent shareholders are required by the Commission's regulations to furnish the Company with copies of all Section 16(a) forms they filed. Mr. Stout has not yet filed a Form 3 disclosing his
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 ITEM 10. EXECUTIVE COMPENSATION The following table sets forth the total compensation paid to the Company's former chief executive officer during the last three completed fiscal years and to the Company's current chief executive officer. A.J. Elko served as the Company's chief executive officer until his resignation in September 2002 and W. Neal Jordan has served as the Company's Chief Executive Officer, President, Chief Investment Officer, Chief Financial Officer, and Secretary since November 2002. Mr. Jordan was the Company's sole executive officer at the end of 2002. SUMMARY COMPENSATION TABLE [Enlarge/Download Table] LONG TERM ANNUAL COMPENSATION COMPENSATION ----------------------------------------- SECURITIES OTHER ANNUAL UNDERLYING NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1) OPTIONS (#) ------------------------------------------- ------------ ----------- -------- ----------------- ----------- W. Neal Jordan, Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Chief Investment Officer and Secretary. . . 2002 -0- -0- -0- -0- 2001 $ 167,500 -0- -0- 12,500 2000 $ 182,500 $108,950 -0- 12.500  A.J. Elko Former Director, President, Chief Executive Officer, Chief Operating Officer and Secretary . . . . . . . . . . . . . . . 2002 $ 106,041 -0- -0- -0- 2001 $ 120,000 -0- -0- 13,750 2000 $ 112,500 -0- $ 4,000 12,500 ______________________ (1) The table does not include amounts for personal benefits extended to executive officers by the Company, such as, but not limited to, health or life insurance. The Company believes that the incremental cost of those annual benefits during 2000-2002 did not exceed the lesser of $50,000 or 10% of their total annual salary and bonus. EMPLOYMENT AGREEMENT Mr. Jordan does not currently have an employment agreement with the Company. DIRECTOR COMPENSATION The Company does not pay its Directors any cash compensation for attending Board meetings, although it does reimburse them for any out-of-pocket expenses the incur in connection with their duties. In addition, pursuant to the Company's 1991 Stock Option Plan, as amended (the "Plan"), mandatory grants of options to purchase the following number of shares of the Company's Common Stock are to be awarded to Directors on an annual basis: 12,500 shares for serving as a Director; 1,250 shares for serving on one or more committees, and 1,250 for serving as Chairman of one or more committees. Under the Plan, all options granted to Directors (i) have a maximum term of ten years from date of grant, (ii) have a minimum exercise price of 100% of the fair market value of the Company's common stock on the date of grant and (iii) vest immediately upon the date of grant. Information Concerning Stock Options No options were granted in fiscal 2002.
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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES The following table sets forth certain information concerning the fiscal year-end value of the unexercised stock options held by Messrs. Jordan and Elko. No options were exercised by such officers in 2002. [Enlarge/Download Table] NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN THE UNEXERCISED OPTIONS AT 2002 MONEY OPTIONS AT 2002 FISCAL FISCAL YEAR END YEAR END (1) NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ------------- ------------------------------- ----------------------------- ----------- ------------- W. Neal Jordan 334,095 -0- -0- -0- A.J. Elko. . . 56,250 -0- -0- -0- (1) Based upon the market value of the underlying securities at December 31, 2002 of $0.01, minus the exercise price of "in-the-money" options.  ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of June 19, 2003, certain information regarding the Company's common stock owned of record or beneficially by (i) each person who owns beneficially more than 5% of the Company's outstanding Common Stock; (ii) each of the Company's directors and its sole executive officer; and (iii) all directors and executive officers as a group. Unless otherwise indicated, the address of each beneficial holder named below is c/o Jordan American Holdings, Inc. 2155 Resort Drive, Suite 108, Steamboat Springs, CO 80487. NAME AND ADDRESS OF AMOUNT AND NATURE OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS ----------------- --------------------- ------------------ W. Neal Jordan 8,534,751 (1) 60.0% Herald Stout 79,750 (2) * Gordon A. Gundaker, Jr. Revocable Trust 3,850,000 (3) 27.1% ---------------- -------- All directors and officers as a group (2 persons) 8,614,501 60.7% _______________________________________________ * Less than 1%. (1) Includes: (i) 334,095 shares issuable upon the exercise of the IPO Underwriter' warrants and stock purchase warrants included therein owned by Mr. Jordan and (ii) 3,850,000 shares of common stock held by the Gordon A. Gundaker, Jr., Revocable Trust (the "Trust"), which has granted Mr. Jordan an option to purchase 50% of such shares and an irrevocable proxy to vote such shares. Excludes (i) 550,600 shares held in certain irrevocable trusts established for Mr. Jordan's children and (ii) 571,428 shares issuable upon conversion of 2,000,000 shares of the Company's 2000 Variable Rate Convertible Cumulative Preferred Stock (the "2000 Preferred Stock") held by Mr. Gundacker with respect to which Mr. Jordan has an irrevocable proxy. The Preferred Stock is non-voting. (2) Includes 16,250 shares issuable upon exercise of options granted to Mr. Stout, 4,000 shares owned by his father's individual retirement account ("IRA") and 4,500 shares owned by his mother's IRA. Mr. Stout disclaims any beneficial interest in the shares owned by those IRAs. (3) Does not include 571,428 shares issuable upon conversion of 2,000,000 shares of the 2000 Preferred Stock held by the Trust.
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SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS. The table set forth below presents the securities authorized for issuance with respect to compensation plans under which equity securities are authorized for issuance: [Enlarge/Download Table] Equity Compensation Plan Information ----------------------------------------------------------------------------------- Number of securities to be issued upon Weighted average exercise of exercise price of Number of securities outstanding options, outstanding options, remaining available Plan Category warrants and rights warrants and rights for future issuance --------------------- -------------------- --------------------- -------------------- Equity compensation plans approved by security holders. . . 466,250 $ 0.76 1,533,750 --------------------- -------------------- --------------------- -------------------- Equity compensation plans not approved by security holders. . . 237,200 $ 0.98 N/A --------------------- -------------------- --------------------- -------------------- Totals . . . . . . 703,450 $ 0.83 -- --------------------- -------------------- --------------------- --------------------  ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None.  ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: See Exhibit Index. (b) Reports on Form 8-K: None
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EXHIBIT INDEX EXHIBIT DESCRIPTION 3.1 Articles of Incorporation, as amended (1) 3.2 Bylaws, as amended (2) 4.1 Specimen Certificate of Common Stock (2) 4.2 Specimen Warrant Certificate (2) 4.3 Form of Warrant Agreement, as amended (2) 4.4 Form of IPO Underwriter's Warrant (2) 4.5 Specimen Certificate of 2000 Variable Rate Convertible Cumulative Preferred Stock (1) 21 Subsidiaries of the Company (1) 99.1 Certification of C.E.O. and C.F.O. Pursuant * to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ____________________________ * Filed herewith (1) Incorporated herein from certain exhibits to the Company's Form 10-KSB for the period ended December 31, 2001 as filed with the SEC on April 15, 2002. (2) Incorporated herein from certain exhibits to the Company's Registration Statement on Form S-1, File No. 33-31324, as declared effective by the Securities and Exchange Commission on June 5, 1990. Incorporated herein from certain exhibits to the Company's Current Report on Form 8-K dated August 15, 1991.  ITEM 14. CONTROLS AND PROCEDURES. Within 90 days before the filing of this report, Mr. Jordan carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, Mr. Jordan concluded that our disclosure controls and procedures are effective in causing material information to be collected, communicated and analyzed by management of the Company on a timely basis and to ensure that the quality and timeliness of our public disclosures comply with SEC disclosure obligations. There were no significant changes in our internal controls or in other factors that could significantly affect these controls after the date of our most recent evaluation.
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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. JORDAN AMERICAN HOLDINGS, INC. Dated June 16, 2003 By: /s/ W. Neal Jordan -------------------- W. Neal Jordan, Chief Executive Officer, President, Chief Investment Officer, Chief Financial Officer, and Secretary. 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 date indicated. Dated June 16, 2003 By: /s/ W. Neal Jordan -------------------- W. Neal Jordan, Chief Executive Officer, President, Chief Investment Officer, Chief Financial Officer, and Secretary. Dated June 16, 2003 /s/ Herald Stout -------------------- Herald Stout, Director
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CERTIFICATIONS I, W. Neal Jordan, certify that: 1. I have reviewed this annual report on Form 10-KSB of Jordan American Holdings, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: June 16, 2003 By: /s/ W. Neal Jordan -------------------- W. Neal Jordan, Chief Executive Officer, President, Chief Investment Officer, Chief Financial Officer, and Secretary.
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JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES TABLE OF CONTENTS ================= Page Independent Auditors' Report F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Changes in Stockholders' Equity F-5 Consolidated Statements of Cash Flows F-6 - F-7 Notes to Consolidated Financial Statements F-8- F-17 INDEPENDENT AUDITORS' REPORT To the Board of Directors Jordan American Holdings, Inc. and Subsidiaries We have audited the accompanying consolidated balance sheets of Jordan American Holdings, Inc. and Subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits 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 Jordan American Holdings, Inc. and Subsidiaries as of December 31, 2002 and 2001, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 9 to the consolidated financial statements, the Company has suffered recurring losses from operations that raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are also discussed in Note 9. /s/ SPICER, JEFFRIES & CO. Denver, Colorado April 8, 2003 JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ============================= [Enlarge/Download Table] December 31, -------------- ASSETS 2002 2001 ----------------------------------------------------------------- -------------- ------------ (As Restated) ASSETS: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . $ 36 570 $ 89 724 Marketable securities . . . . . . . . . . . . . . . . . . . . . - 49 298 Investment advisory fees and commissions receivable, net of allowance for doubtful accounts of $38,156 and $37,113 . . . 3 513 16 394 Deposit with clearing broker. . . . . . . . . . . . . . . . . . 27 721 25 000 Other receivables, net of allowance for doubtful accounts of $68,403 and $127,177 . . . . . . . . . . . . . . 8 780 48 809 Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . 4 127 81 756 Intangible assets, net of accumulated amortization of $0 and $1,686 (Note 5). . . . . . . . . . . . . . . . . . - 8 428 Property, equipment and leasehold improvements, at cost net of accumulated amortization and depreciation of $241,025 and $211,848 . . . . . . . . . . . . . . . . . . 61 011 113 545 Receivable from officer (Note 5). . . . . . . . . . . . . . . . 23 825 22 310 Notes receivable (Note 3) . . . . . . . . . . . . . . . . . . . 500 000 500 000 Net assets held for disposal (Note 9) . . . . . . . . . . . . . 62 724 (13 944) -------------- ------------ TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . $ 728 271 $ 941 320 ============== ============ LIABILITIES AND STOCKHOLDERS' EQUITY -----------------------------------------------------------------  LIABILITIES: Accounts payable and accrued expenses . . . . . . . . . . . . . $ 184 211 $ 32 574 Deposit (Note 2). . . . . . . . . . . . . . . . . . . . . . . . 131 333 - Deferred investment advisory fees . . . . . . . . . . . . . . . 4 529 13 249 -------------- ------------ Total Liabilities . . . . . . . . . . . . . . . . 320 073 45 823 -------------- ------------ COMMITMENTS AND CONTINGENCIES (Notes 8 and 10) STOCKHOLDERS' EQUITY (Note 4): Variable rate, cumulative, convertible, non-voting preferred stock, $0.01 par value, $1.00 liquidation value, authorized 5,000,000 shares; issued and outstanding 2,000,000 . . . . . 20 000 20 000 Common stock, $0.001 par value, authorized 20,000,000 shares; issued and outstanding 14,217,266 shares . . . . . . 14 217 14 217 Additional paid-in capital. . . . . . . . . . . . . . . . . . . 4 463 657 4 463 657 Deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4 089 676) (3 602 377) -------------- ------------ Total Stockholders' Equity . . . . . . . . . . . . 408 198 895 497 -------------- ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . . . . $ 728 271 $ 941 320 ----------------------------------------------------------------- ============== ============ The accompanying notes are an integral part of these statements. JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS ===================================== [Enlarge/Download Table] Year Ended December 31, ------------------------- 2002 2001 ------------------------- ------------ REVENUE:. . . . . . . . . . . . . . . . . . . . . . (As Restated) Investment advisory fees. . . . . . . . . . . . . $ 159 938 $ 247 562 Commission income . . . . . . . . . . . . . . . . 239 940 351 138 Business services and other . . . . . . . . . . . 20 414 14 419 Realized loss on trading securities . . . . . . . (63 843) (250 914) ------------------------- ------------ Total revenue. . . . . . . . . . . . 356 449 362 205 ------------------------- ------------ OPERATING EXPENSES: Salaries and related expenses . . . . . . . . . . 382 134 687 027 Commission expense. . . . . . . . . . . . . . . . 123 093 140 700 General and administrative. . . . . . . . . . . . 84 807 181 567 Professional fees . . . . . . . . . . . . . . . . 34 643 391 357 Communications and data processing. . . . . . . . 47 480 85 020 Licenses, registrations and franchise taxes . . . 37 281 45 085 Insurance . . . . . . . . . . . . . . . . . . . . 20 118 51 630 Travel and entertainment. . . . . . . . . . . . . 7 483 59 058 Marketing . . . . . . . . . . . . . . . . . . . . 8 305 60 769 Clearing costs. . . . . . . . . . . . . . . . . . 63 324 94 264 Depreciation and amortization . . . . . . . . . . 37 533 44 902 Occupancy and equipment . . . . . . . . . . . . . 93 521 76 533 ------------------------- ------------ Total operating expenses . . . . . . 939 722 1 917 912 ------------------------- ------------ Operating loss . . . . . . . . . . . (583 273) (1 555 707) ------------------------- ------------ OTHER INCOME: Change in unrealized gain on trading securities . 63 891 69 958 Interest and dividends. . . . . . . . . . . . . . 72 550 78 373 Other, net. . . . . . . . . . . . . . . . . . . . 28 948 23 129 ------------------------- ------------ Total other income . . . . . . . . . 165 389 171 460 ------------------------- ------------  Net loss from continuing operations. (417 884) (1 384 247) DISCONTINUED OPERATIONS (Note 9): Loss from operations of discontinued subsidiary . (69 415) (109 249) ------------------------- ------------ NET LOSS BEFORE INCOME TAXES. . . . . . . . . . . . (487 299) (1 493 496) Provision for state income taxes (Note 6) . . . . - - ------------------------- ------------  NET LOSS. . . . . . . . . . . . . . . . . . . . . . $ (487 299) $(1 493 496) ========================= ============ BASIC AND DILUTED NET LOSS PER COMMON SHARE: Net loss from continuing operations . . . . . . . $ (.03) $ (.12) ========================= ============ Net loss from discontinued operations . . . . . . $ ( *) $ (.01) ========================= ============ Net loss. . . . . . . . . . . . . . . . . . . . . $ (.03) $ (.13) ========================= ============ Basic and diluted weighted-average number of common shares outstanding . . . . . . . . . . . . 14 217 266 11 737 737 ========================= ============ * Less than $0.01 per share --------------------------------------------------- The accompanying notes are an integral part of these statements. JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY ========================================================== [Enlarge/Download Table] Preferred Stock Common Stock Additional Total $ 0.01 Par Value $ 0.001 Par Value Paid-in Stockholders' ------------------- -------------------- ------- ------------- Shares Amount Shares Amount Capital Deficit Equity ----------- --------- ---------- ------- ----------- ------------ ------------ BALANCES, December 31, 2000 . . 3 500 000 $ 35 000 10 421 266 $10 421 $4 417 953 $(2 108 881) $ 2 354 493 Conversion of preferred stock (1 500 000) (15 000) 3 100 000 3 100 11 900 - - Exercise of stock options . . - - 696 000 696 86 304 - 87 000 Dividends on preferred stock. - - - - (52 500) - (52 500)  Net loss. . . . . . . . . . . - - - - - (1 493 496) (1 493 496) ----------- --------- ---------- ------- ----------- ------------ ------------ BALANCES, December 31, 2001 . . 2 000 000 20 000 14 217 266 14 217 4 463 657 (3 602 377) 895 497  Net loss. . . . . . . . . . . - - - - - (487 299) (487 299) ----------- --------- ---------- ------- ----------- ------------ ------------ BALANCES, December 31, 2002 . . 2 000 000 $ 20 000 14 217 266 $14 217 $4 463 657 $(4 089 676) $ 408 198 ------------------------------- =========== ========= ========== ======= =========== ============ ============ JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS ===================================== INCREASE (DECREASE) IN CASH [Enlarge/Download Table] Year Ended December 31, ------------------------ 2002 2001 -------------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: . . . . . . . . . . . . . . (As Restated) Net loss from continuing operations Adjustments to reconcile net loss to net cash used in operating activities: . . . . . . . . . . . . $ (487 299) $(1 493 496) Depreciation and amortization Loss on disposal of assets Unrealized loss on note receivable . . . . . . . . . . . . . 37 533 44 903 Increase in receivable from clearing broker. . . . . . . . . 37 953 - Decrease in other receivables. . . . . . . . . . . . . . . . - 150 000 Decrease in investment advisory fees receivable. . . . . . . (2 721) - Decrease in trading marketable securities. . . . . . . . . . 40 029 19 478 (Increase) decrease in other assets . . . . . . . . . . . . . 12 881 178 859 Increase (decrease) in accounts payable and accrued expenses 49 298 279 311 Decrease in deferred investment advisory fees. . . . . . . . 77 629 (36 918) 151 637 (163 352) Net cash used in continuing operations. . . . . . . . . (8 720) (13 776) -------------- ------------ Net cash provided by (used in) discontinued operations Net cash used in operating activities. . . . . . (91 780) (1 034 991) (76 668) 103 909 -------------- ------------ (168 448) (931 082) -------------- ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Decrease (increase) in receivable from officer Capital expenditures, net (1 515) 39 387 Net cash used in investing activities. . . . . . . (14 524) (72 162) -------------- ------------ (16 039) (32 775) -------------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from note payable plus accrued interest Exercise of stock options Dividends on preferred stock. . . . . . . . . . . . . . . . . . 131 333 - - 87 000 Net cash provided by financing activities . . . . . - (52 500) -------------- ------------ 131 333 34 500 -------------- ------------ JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS ===================================== INCREASE (DECREASE) IN CASH (Continued) [Download Table] Year Ended December 31, ----------------------- 2002 2001 --------- ----------- (As Restated) NET DECREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, beginning of year. . . . (53 154) (929 357) CASH AND CASH EQUIVALENTS, end of year. . . . . . . 89 724 1 019 081 --------- ----------- $ 36 570 $ 89 724 ========= =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Interest paid $ - $ 1 755 ========= =========== SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Conversion of preferred stock into common stock $ 15 000 $ 15 000 ========= =========== JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ============================================== NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization ------------ Jordan American Holdings, Inc. and Subsidiaries (JAHI/the Company) was incorporated in Florida in May 1989. JAHI has conducted its investment advisory business under the name of Equity Assets Management. In 2001, JAHI announced the formation of a wholly owned subsidiary named Equity Assets Management, Inc. (EAM) and moved its investment advisory business into that entity. EAM provides investment advisory and portfolio management services to individual investors, pooled accounts and its mutual fund (which was dissolved in 2002) with its customers located substantially in the United States. EAM is registered as an investment advisor under the Investment Advisor Act of 1940. The Company also owns 100% of the issued and outstanding common stock of IMPACT Financial Network, Inc. (IFNI), IMPACT Administrative Services, Inc. (IASI) and IMPACT Tax and Business Services, Inc. (ITABS). IASI provided operational and administrative support to Impact Management Investment Trust, and is currently dormant (see Note 2). EAM's customer investment transactions are primarily brokered through IFNI, a registered broker-dealer in securities acting as a non-clearing introducing broker. ITABS, created in September 2000, provided tax preparation and tax planning services to individuals and small businesses (see Note 5). The accompanying consolidated financial statements include the accounts of JAHI and its subsidiaries; all significant intercompany transactions have been eliminated during consolidation. Significant Accounting Policies --------------------------------- Investment advisory fees received in advance are deferred and amortized into income over the period in which services are performed. Investment advisory fees based on a percentage of the annual increase in the market value of a customer's portfolio (including interest and dividends) are recognized at the contract anniversary date. Fees due to sales representatives are recognized when such fees are earned. Commission income is recognized on a settlement date basis, which does not differ materially from the trade date basis of accounting. For purposes of the statements of cash flows, the Company considers money market funds at brokers with maturities of three months or less to be cash equivalents. Property, equipment and leasehold improvements are carried at cost. Depreciation and amortization is computed using straight-line and accelerated methods over the estimated useful lives of the related assets ranging from three to seven years. Intangible assets were amortized on a straight-line basis over a period of fifteen years. JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ========================================== (Continued) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Significant Accounting Policies (continued) --------------------------------- The Company reviews its long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed using undiscounted net cash flows estimated to be generated by the asset. Marketable securities consist principally of corporate stocks. These securities are carried at market value, as determined by nationally recognized securities exchanges. Restricted securities are valued based on the judgment of the Company's management reflecting various factors as to the amount that the Company might reasonably expect to receive upon disposition to a willing purchaser. Consideration is given to factors such as earnings history, financial condition, recent sales prices of the issuer's securities and the proportion of securities owned. The cost of marketable securities was $0 and $114,104 at December 31, 2002 and 2001, respectively. The Company has entered into an agreement with a clearing broker that requires a minimum restricted cash balance of $25,000. Due to the restricted nature of the cash deposit, it is not considered a cash equivalent for financial reporting purposes. The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". Under the asset and liability method of Statement 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Earnings per share requires presentation of both basic earnings per common share and diluted earnings per common share. Common stock equivalents are not included in the weighted average calculation since their effect would be anti-dilutive. Net loss per common share has been adjusted to reflect preferred stock dividends paid or in arrears of $157,500 and $105,000 for the years ending December 31, 2002 and 2001 (see Note 4). The Company accounts for stock options under SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure", which requires the use of the fair value based method of accounting for stock-based employee compensation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount 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, and such differences may be material to the consolidated financial statements. JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ========================================== (Continued) NOTE 2 - IMPACT MANAGEMENT INVESTMENT TRUST The Company formed Impact Management Investment Trust (the Trust), which is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company (mutual fund). The Trust includes two series (the Portfolio). EAM was the investment advisor of the Trust and IFNI was the primary distributor of the Trust. At December 31, 2002 and 2001, the market value of the Company's investment in the Portfolio was $0 and $1,608, respectively, which is included in marketable securities in the accompanying consolidated balance sheets. As investment advisor of the Portfolio, EAM received an annual investment advisory fee equal to 1.25% of the Portfolio's average daily net assets. Of this amount, 60 basis points were paid to the sub advisor of the Trust. During 2002, the Company entered into a transaction to sell the Trust to the Trust's sub advisor, Schneider Capital Management, Inc. ("Schneider"), and received a deposit on the sale of $125,000. The negotiations ceased and Schneider decided against purchasing IMIT. Therefore, the Company has recorded this deposit as a liability in its financial statements for the year ended December 31, 2002. This amount is due on demand and bears interest at 7%. The balance includes accrued interest of $6,333. NOTE 3 - NOTES RECEIVABLE The Company owns a $500,000 variable rate convertible subordinated debenture from Boston Restaurant Associates, Inc. (BRAI). The principal balance of the debenture is due and payable on December 31, 2011. The debenture has a conversion price of $1.25 per share and bears interest at a rate of 14%. In connection with the purchase of the debenture, the Company also acquired, at no cost, warrants to subscribe for the purchase from BRAI up to 500,000 fully paid and nonassessable shares of BRAI's common stock. The purchase rights represented by the warrants are exercisable by the Company, in whole or in part, at any time through December 31, 2006, at an exercise price of $3.00 per share. The Company's management has estimated the value of the BRAI warrants to be $-0- at December 31, 2002 and 2001. This determination was made considering primarily the current value of the underlying common stock and the current illiquidity of the warrants. In March 2000, the Company issued an unsecured Convertible Subordinated Bridge Note Receivable for $150,000. The note bears interest at 10% and matures on May 31, 2001. The Company is entitled to receive a 4% equity interest in this entity if and when it completes a public offering of its securities. The note is convertible into Series A Convertible Preferred Stock. The Company has estimated the value of this investment to be $-0- at December 31, 2002 and 2001. The carrying value of the above notes receivable approximates the fair market value as estimated by management, after considering such factors as current interest rates, liquidity, conversion terms and the credit worthiness of the borrowers. JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ========================================== (Continued) NOTE 4 - STOCKHOLDERS' EQUITY At December 31, 2001, the Company has stock warrants outstanding entitling the warrant holder to acquire 1,113,000 shares of common stock at $.50 per share expiring June 5, 2010. The Company also has outstanding underwriter warrants related to the initial public offering entitling the Company's former president to purchase 44,545 units at a price of $2.58 per unit expiring through January 8, 2011. Each unit contains five shares of common stock and five stock warrants; two warrants entitle the holder to purchase one share of common stock for $.60 per share. JAHI has authorized 5,000,000 shares of $0.01 par value preferred stock. The Board of Directors is authorized to issue preferred stock in one or more series, to determine the rights thereto, and to fix the number of shares on any series of preferred stock and the designation of any such series. The Company issued 3,000,000 shares of 8% cumulative, convertible, non-voting preferred stock and one share of common stock to a customer of EAM in a private placement offering. In connection with this offering, 750,000 shares of common stock were given to the Company to distribute to the preferred shareholder by three officers of the Company for no additional consideration. On December 31, 2000, the Company entered into a preferred stock exchange agreement (the "Agreement") with its sole preferred shareholder (the "Shareholder"). The Shareholder was the owner of 3,000,000 shares of the Company's 8% Convertible Redeemable Cumulative Preferred Stock (the "Outstanding Preferred Stock"). The Company was in arrears with respect to the payment of dividends on the Outstanding Preferred Stock, which arrearages totaled $600,000 as of December 31, 2000 (the "Dividend Arrearage"). The Agreement provided that the Company declare and pay a cash dividend of $100,000 on the Outstanding Preferred Stock and exchange 3,500,000 shares of a new 2000 Convertible Preferred Stock (the "New Preferred Stock") for the 3,000,000 shares of the Outstanding Preferred Stock and cancellation of the $500,000 balance of the Dividend Arrearages. The New Preferred Stock has a dividend rate of 3% for each of the calendar years 2001 through 2003, 4% for calendar year 2004, 5% for calendar year 2005, 6% for calendar year 2006, 7% for calendar year 2007, and 8% for calendar year 2008 and thereafter. The New Preferred Stock is convertible at the option of the holder into fully paid and non-assessable shares of common stock at the rate of one share of common stock for each $3.50 in face amount of the New Preferred Stock. Unpaid and accrued dividends shall be credited to the conversion price. In August 2001, the Company issued 3,100,000 shares of common stock in exchange for 1,500,000 shares of the New Preferred Stock. In addition, the preferred stock agreement was modified to provide that the dividend rate for the remainder of 2001 and for 2002 is 5.25%. During the year ended December 31, 2001, the Company declared and paid a cash dividend of $52,500. At December 31, 2002, dividends in arrears totaled $157,500. In August 2001, the Company's former president exercised options to purchase 696,000 shares of common stock at $.125 per share, for proceeds of $87,000. JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ========================================== (Continued) NOTE 5 - RELATED PARTY TRANSACTIONS The Company has a loan to an officer bearing interest at a rate of 10% per annum in the amount of $23,825 and $22,310, including accrued interest, at December 31, 2002 and 2001, respectively. On November 30, 2000, the Company purchased certain assets of a tax preparation and tax planning services company from an officer and shareholder of JAHI valued at $105,100 as determined by the Board of Directors of the Company. This subsidiary that purchased these assets was discontinued during 2002 (see Note 9). The purchase included a client database in the amount of $71,025 and goodwill of $13,478, which are included on the accompanying balance sheets as intangible assets. The Company issued 100,500 stock options valued at $20,100 as part of the purchase price. In connection with the purchase, the Company owed the officer $26,166 at December 31, 2000. During the year ended December 31, 2001, the Company repaid the amount owed. NOTE 6 - INCOME TAXES As of December 31, 2002 and 2001, the Company had approximately $3,817,800 and $3,274,700, respectively in pretax U.S. net operating loss carryforwards, expiring through the year 2022. A large portion of such net operating loss carryforwards were incurred prior to the August 15, 1991 reverse acquisition of JAHI and its subsidiaries, and as such, management of the Company anticipates restrictions on the use of these carryforwards due to provisions of Section 382 of the U.S. Internal Revenue Code. The deferred tax assets that result from such operating loss carryforwards of approximately $1,298,000 and $1,113,400 at December 31, 2002 and 2001, respectively, have been fully reserved for in the accompanying consolidated financial statements. During the years ended December 31, 2002 and 2001, the valuation allowance established against the net operating loss carryforwards increased $184,600 and $433,400, respectively. As of December 31, 2002 and 2001, the Company also had U.S. net capital loss carryforwards of approximately $860,100 and $796,000, respectively, which expire through 2006. The deferred tax assets of approximately $292,400 in 2002 and $271,000 in 2001 that result from the capital loss carryforwards have been fully reserved for in the accompanying consolidated financial statements. During the years ended December 31, 2002 and 2001, the valuation allowance established against the capital loss carryforwards increased by $21,400 and $251,000, respectively. NOTE 7 - STOCK OPTIONS During August 1991, the Board of Directors of JAHI approved the Long-Term Incentive Plan (the "Plan"), a stock option plan. The aggregate number of shares of common stock that may be granted by the Company will not exceed a maximum of 2,000,000 shares during the period of the Plan.
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JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ============================================== (Continued) NOTE 7 - STOCK OPTIONS (continued) The option price per share shall be at least the fair market value (as determined by the Finance/Compensation Committee or, in lieu thereof, the Board of Directors) of the common stock on the date the stock option is granted. If at any time a stock option is granted, an employee owns more than 10% of the total combined voting power of all classes of stock of the Company or any of its subsidiaries, then the terms of the stock option shall specify that the option price shall be at least 110% of the fair market value of the stock subject to the option, and shall be exercisable for up to 5 years from the date of grant. In addition, the Plan provides for the mandatory grant of options to directors on a yearly basis commencing March 1, 1993. If for any reason a change in control of the Company occurs, or under the sole discretion of the Finance/Compensation Committee or, in lieu thereof, the Board of Directors, all shares subject to the stock option shall immediately become earned and exercisable. The Board of Directors may discontinue the Plan at any time, and may amend it from time to time. Certain amendments require stockholders' approval. The Company has also issued certain stock options outside of the Plan. Information with respect to all options is as follows: [Enlarge/Download Table] Long-Term Weighted Incentive Other Exercise Average Plan Options Total Price Range Exercise Price ---------- ---------- --------- --------------- --------------- Balances at December 31, 2000 1 644 232 287 200 1 931 432 $ 0.13 - 2.00 $ 0.55 Granted. . . . . . . . . 70 000 - 70 000 0.13 - 0.13 0.13 Exercised. . . . . . . . (696 000) - (696 000) 0.13 - 0.13 Forfeited. . . . . . . . (102 500) - (102 500) 1.12 - 1.38 0.13 ---------- ---------- ---------- -------------- ---------- Balances at December 31, 2001 915 732 287 200 1 202 932 0.13 - 2.00 0.72 Granted. . . . . . . . . - - - - - Forfeited and expired. . (449 482) (50 000) (499 482) 0.13 - 1.56 - ---------- ---------- ---------- --------------- ---------- Balances at December 31, 2002 466 250 237 200 703 450 $ 0.13 - 2.00 $ 1.92 ========== =========== ========== ============== ========== Number of options exercisable at December 31, 2001 . . . . 789 732 287 200 1 056 932 $ 0.13 - 2.00 $ 0.83 ========== ========== ========== ============== =========== Number of options exercisable at December 31, 2002 . . . . 466 250 237 200 703 450 $ 0.13 - 2.00 $ 0.83 ========== ========== ========== ============== =========== At December 31, 2002 and 2001 respectively, 1,533,750 and 1,084,268 share options were available for future grant under the Plan. JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ============================================== (Continued) NOTE 7 - STOCK OPTIONS (continued) The following table summarizes additional information regarding all stock options outstanding at December 31, 2002: [Enlarge/Download Table] Number Weighted-Average Weighted Number Weighted Exercise Outstanding at Remaining Average Exercisable at Average Prices December 31, 2002 Contractual Life Exercise Price December 31, 2002 Exercise Price -------------- ----------------- ----------------- -------------- ----------------- -------------- 0.13 - 0.38 320 500 5.6 years $ 0.23 320 500 $ 0.24 0.57 - 1.00 1 384 200 6.5 years 0.57 1 384 200 0.57 1.02 - 1.50 146 750 3.1 years 1.23 146 750 3.86 1.56 - 2.58. 110 045 3.9 years 2.19 110 045 1.87 ----------------- ----------------- 1 961 495 1 961 495 . ================= ================== * Includes 1,258,045 stock options and warrants discussed in Notes 4 and 5. Had the Company measured compensation cost based on the fair value of the options at the grant date for 2002 and 2001 consistent with the method prescribed by SFAS 123, the Company's net income (loss) and earnings per common share would have been reduced to the pro forma amounts indicated below: [Download Table] 2002 2001 ------------ ------------ Net income (loss) . . . . . As reported $ - $(1 493 496) Pro forma - (1 502 146) Basic and diluted earnings. As reported - (.14) (loss) per common share. . Pro forma - (.14) --------------------------- ----------- ------------ ------------ The fair value of each option grant was estimated at the date of the grant using the Black-Scholes option pricing model with the following assumptions for 2001: risk-free interest rate of 4.3%; no dividend yield; expected life of 10 years; and volatility of 118%. During the initial phase-in period of applying SFAS 123 for pro forma disclosure purposes, the results may not be representative of the effects on reported net income (loss) for future years because options vest over several years and additional grants generally are made each year. JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ============================================== (Continued) NOTE 8 - COMMITMENTS The Company leases office space from unrelated entities under month-to-month agreements and non-cancelable operating leases expiring through 2003. Future minimum lease payments under the leases as of December 31, 2002 are approximately as follows: [Download Table] Year Amount ------ --------- 2003 $40 100 ========= Total rent expense for the years ended December 31, 2002 and 2001 was approximately $64,435 (net of sublease rentals of $7,200) and $71,718, respectively. NOTE 9 - DISCONTINUED OPERATIONS During the year ended December 31, 2002, an officer and shareholder of the Company who was in charge of ITABS discontinued his employment with the Company. The Company originally purchased ITABS from this individual in November 2000 for $105,100 in cash and stock options of the Company (see Note 5). When this officer left the Company, the Company ceased its activities in this subsidiary. Net assets and results of operations of ITABS are as follows: [Download Table] 2002 2001 ---- ---- Assets. . . . . . . . . . . . . . . . . . $ 87 923 $ 99 562 Liabilities . . . . . . . . . . . . . . . (13 609) (113 506) ---------- ---------- Net assets held for disposal. . . . . $ 74 314 $ (13 944) ========== ========== Revenue . . . . . . . . . . . . . . . . . $ 92 366 $ 64 351 Expenses. . . . . . . . . . . . . . . . . (161 781) (173 600) ---------- ---------- Net loss from discontinued operations $ (69 415) $(109 249) ----------------------------------------- ========== ========== F-20 JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ============================================== (Continued) NOTE 10 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONTINGENCIES In the normal course of business, the Company's client activities ("clients") through its clearing broker involve the execution, settlement, and financing of various client securities transactions. These activities may expose the Company to off-balance sheet risk. In the event the client fails to satisfy its obligations, the Company may be required to purchase or sell financial instruments at prevailing market prices in order to fulfill the client's obligations. The Company's revenues are primarily derived from a percentage of the assets under management and performance fees based on the appreciation of those assets. Assets under management are impacted by both the extent to which the Company attracts new, or loses existing clients and the appreciation or depreciation of the U.S. and international equity and fixed income markets. A downturn in general economic conditions could cause investors to cease using the services of the Company. The Company's financial instruments, including cash and cash equivalents, receivables, other assets, payables and other liabilities, are carried at amounts that approximate fair value due to the short-term nature of those instruments. The Company has a substantial portion of its assets on deposit with banks and brokers. Assets deposited with banks and brokers are subject to credit risk. In the event of a bank's or broker's insolvency, recovery of Company assets on deposit may be limited to account insurance or other protection afforded such deposits. The Securities and Exchange Commission ("SEC") has completed an inspection of the Company's investment advisory and broker-dealer operations. As a result of the inspection, certain issues arose regarding possible violations. Management of the Company does not expect the resolution of this matter to have a material adverse effect on the Company's operations. The Company is involved in litigation arising in the normal course of business that is in the preliminary stages. In this matter, damages of approximately $200,000 are sought. Management, after review and discussion with counsel, believes the Company has meritorious defenses and intends to vigorously defend itself in this matter, but it is not feasible to predict or determine the final outcome at the present time. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses from operations that raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are to raise capital through the issuance of common stock and/or selling certain subsidiaries or assets of the Company. The accompanying consolidated financial statements do not include any adjustments relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should the Company discontinue operations. JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ============================================== (Continued) NOTE 11 - RECENT ACCOUNTING PRONOUNCEMENTS In April 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." Such standard requires any gain or loss on extinguishments of debt to be presented as a component of continuing operations (unless specific criteria are met) whereas SFAS No. 4 required that such gains and losses be classified as an extraordinary item in determining net income. Upon adoption of SFAS No. 145, the Company will reclassify any extraordinary gains and losses on the extinguishments of debt recorded in prior periods to continuing operations. The adoption of SFAS 145 did not have a material effect on the Company's financial position or results of operations. In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." Such standard requires costs associated with exit or disposal activities (including restructurings) to be recognized when the costs are incurred, rather than at a date of commitment to an exit or disposal plan. SFAS No. 146 nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." Under SFAS No. 146, a liability related to an exit or disposal activity is not recognized until such liability has actually been incurred whereas under EITF Issue No. 94-3 a liability was recognized at the time of a commitment to an exit or disposal plan. The provisions of this standard are effective for exit or disposal activities initiated after December 31, 2002. The adoption of SFAS 146 did not have a material effect on the Company's financial position or results of operations. On December 31, 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure." This standard amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. This standard also requires prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The adoption of SFAS 148 did not have a material effect on the Company's financial position or results of operations. NOTE 12 - REGULATORY REQUIREMENTS IFNI is a registered broker-dealer in securities with the Securities and Exchange Commission and, accordingly, is subject to Rule 15c3-1 of the Securities Exchange Act of 1934, as amended ("the net capital rule"). Pursuant to the net capital rule, IFNI is required to maintain a minimum net capital, as defined under such rule. At December 31, 2002, IFNI had net capital and net capital requirements of $9,946 and $5,000, respectively. The Company's net capital ratio (aggregate indebtedness to net capital) was 1.78 to 1. According to Rule 15c3-1, the Company's net capital ratio shall not exceed 15 to 1. Therefore, on a consolidated basis as of December 31, 2002, net assets of $5,000 are not available for any purpose other than meeting IFNI's net capital requirements.

Dates Referenced Herein   and   Documents Incorporated By Reference

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3/1/9316
8/1/958
6/4/978
12/31/994810KSB40
11/30/0015
12/31/001510KSB40
5/21/0148
5/31/0115
6/1/018
6/4/018
12/31/0161610KSB, NT 10-K
4/15/021210KSB
For The Period Ended12/31/02116DEF 14A, NT 10-K, PRE 14A
4/8/0315
4/30/0316
6/16/031314
6/19/0310
Filed On / Filed As Of7/9/03
12/31/0615
6/5/1015
1/8/1115
12/31/1115
 
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