Gundaker/Jordan American Holdings Inc – ‘10KSB’ for 12/31/02

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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

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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

				Referenced-On Page
This ‘10KSB’ Filing		Date		First		Last			Other Filings
		12/31/11		15
		1/8/11		15
		6/5/10		15
		12/31/06		15
Filed on:		7/9/03
		6/19/03		10
		6/16/03		13		14
		4/30/03		1		6
		4/8/03		15
For Period End:		12/31/02		1		16			DEF 14A,  NT 10-K,  PRE 14A
		4/15/02		12					10KSB
		12/31/01		6		16			10KSB,  NT 10-K
		6/4/01		8
		6/1/01		8
		5/31/01		15
		5/21/01		4		8
		12/31/00		15					10KSB40
		11/30/00		15
		12/31/99		4		8			10KSB40
		6/4/97		8
		8/1/95		8
		3/1/93		16
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