Gundaker/Jordan American Holdings Inc – ‘10KSB’ for 12/31/03

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Gundaker/Jordan American Holdings 12-31-03 10-Ksb     34±   145K 
 2: EX-3        Exhibit 3.1                                            1      6K 
 3: EX-31       Certification per Sarbanes-Oxley Act (Section 302)     2±     9K 
 4: EX-32       Certification per Sarbanes-Oxley Act (Section 906)     1      6K 

10KSB   —   Gundaker/Jordan American Holdings 12-31-03 10-Ksb
Document Table of Contents

 U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 10-KSB

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

 For the fiscal year ended December 31, 2003

Commission File Number 0-18974

     Gundaker/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 or organization)               Identification Number)

2458 Old Dorsett Road, Suite 118                                    
Maryland Heights, MO                              63043 
--------------------                              ----- 
(Address of principal executive offices)                  (Zip Code)        

Issuer's telephone number, including area code:  (660) 775-2589                 

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)

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

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

The Company's revenues for fiscal year 2003 were $84,322.  The aggregate        
market value of the voting and non-voting common equity held by non-affiliates  
of the Company is $0 as of December 31, 2003, multiplied by 14,217,266 shares   
of common stock.                                                                

As of December 31, 2003, the Company had a total of 14,217,266 shares of        
common stock outstanding.                                                       
--------------                                                                  
*Affiliates for the purpose of this item refer to the officers, directors,      
and/or persons or firms owning 5% or more of the Company's common stock, both   
of record and beneficially.                                                     

   DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated by reference:                          

 INDEX

PART 1                                                                PAGE      

Item 1.  Description of Business                                        2       
Item 2.  Description of Property                                        6       
Item 3.  Legal Proceedings                                              6       
Item 4.  Submission of Matters to a Vote of Security Holders            6       

PART II                                                                         

Item 5.  Market for Common Equity and Related Stockholder Matters       6       
Item 6.  Management's Discussion and Analysis or Plan of Operations     8       
Item 7.  Financial Statements                                          12       
Item 8.  Changes In and Disagreements with Accountants on Accounting            
  and Financial Disclosure                                      12
Item 8A. Controls and Procedures                                       12       
Item 8B. Other Information                                             13       

PART III                                                                        

Item 9.  Directors, Executive Officers, Promoters and Control                   
  Persons; Compliance with Section 16(a) of the Exchange Act    13
Item 10. Executive Compensation                                        14       
Item 11. Security Ownership of Certain Beneficial Owners and                    
  Management                                                    16
Item 12. Certain Relationships and Related Transactions                16       
Item 13. Exhibits and Reports on Form 8-K                              17       

2   

PART I  

ITEM 1.  DESCRIPTION OF BUSINESS                                                

General                                                                         
-------                                                                         

Gundaker/Jordan American Holdings, Inc. ("We" or the "Company"), a    
Florida corporation incorporated in 1989.  In 2003, we changed our name from    
Jordan American Holdings, Inc.  We are a financial service company which        
provides client investment advisory and related securities brokerage services.  
We manage investment portfolios for individuals, trust, corporate pension       
plans, other corporate accounts, and foundations through our wholly owned       
subsidiary, Equity Assets Management, Inc. ("EAM").  In addition, we operate    
IMPACT Financial Network, Inc. ("IFNI"), a securities broker-dealer registered  
with the National Association of Securities Dealers, Inc., through which we     
receive commission revenues.                                                    

Developments during the fiscal year 2003 within EAM and IFNI are      
described in the section below entitled "Operations."                           

 W. Neal Jordan was reinstated as the Chairman of the Board of Directors
of the Company, as President and as Chief Executive Officer and Chief           
Investment Officer on November 2, 2002.  He had been removed in 2001.           

During the fiscal year ended December 31, 2003, the Company was not   
involved in any bankruptcy, receivership or similar proceedings or any other    
material reclassifications, mergers or consolidations, and the Company did not  
acquire or dispose of any material amount of assets during such year.           

Operations                                                                      
----------                                                                      

Investment Advisory Services                                                    

  We conduct our investment advisory business through EAM.  EAM is a state
registered investment adviser with registration in the States of California,    
Florida, Missouri, New York, Texas, and Virginia.  In 2004, EAM sought to       
remove its registration in the State of Colorado.  The State of Colorado        
brought an administrative action against EAM, alleging that it had failed to    
comply with certain registration requirements imposed by Colorado.  EAM         
settled this proceeding by agreeing that it and Mr. W. Neal Jordan, would not   
be registered in the State of Colorado as an investment adviser or investment   
adviser representative for a period of seven years.                             

  EAM is an investment advisory firm that specializes in the management of
client accounts predominantly containing U.S. equity securities.  Our target    
market includes high net worth individuals, trusts, corporate pension plans     
and other corporate accounts, foundations and institutional investors.          

   The objective of the individually held portfolio is capital appreciation.
EAM is compensated for its management of these accounts through two primary     
methods.  EAM either receives a fixed advisory fee based on the value of        
assets under its management or an incentive-based advisory fee based upon the   
annual performance of the individual account.                                   

  Incentive-based advisory fees on assets under management for our clients
provide the largest portion of our revenues.  Such revenues began declining in  
2001 in a trend that has continued to date.  Our assets under management have   
also declined in recent years.  At December 31, 2003, EAM managed 128           
individual accounts with assets under management of approximately $4.6          
million, down from 171 individual accounts and $7.6 million at 2002 year end.   

3   

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 EAM receives 20% of the net realized and           
unrealized gains, including dividends and interest, in the account following    
each year of management.                                                        

Incentive based advisory fees on assets under management for semi-    
affluent investors provide the largest portion of the Company's revenues, but   
have been declining since 2000. We believe that this trend may continue         
through 2004 and beyond.  A semi-affluent investor generally has a total net    
worth greater than $1 million and less than $10 million.  For the year ended    
December 31, 2003 no single client provided more than 5% of the Company's       
consolidated revenues. Accordingly, the loss of any single client would not     
have a material adverse effect on the Company's total investment management     
business.                                                                       

Additionally, because incentive-based fee 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, performance in these accounts may or   
may not benefit the revenues of the Company for nearly one year after such      
performance 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.                     

 Incentive-based fees fluctuate depending on performance of the accounts
being managed.  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, expenses and the  
related effectiveness of marketing efforts, and competition from other          
investment advisory companies and mutual funds.  Other indirect influences,     
such as interest rate charges 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     
EAM's earnings.  The 1999 high-tech and .com boom, followed by the high-tech    
bust and market decline of 2000 to 2002 impacted most investment portfolios     
nationwide.  We believe that the negative impact on the equities market during  
that period should benefit successful stock management companies as investors   
become aware of the need for professionalism in stock market-related            
investment programs.                                                            

Securities Brokerage Service                                                    

  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").                        

Approximately 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.                                                                   

4   

The Industry                                                                    
------------                                                                    

  Revenues in the investment advisory business are determined primarily by
fees based on the value of assets under management and on investment results.   
Therefore, the principal determinants of growth in the industry are the growth  
of individual assets under management and achieving positive investment         
performance 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 reputation and stability of a firm's         
workforce, especially of portfolio managers; (4) an effective marketing and     
business plan; 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.                           

EAM has gone through an extended period of time wherein it has been   
essentially dormant.  From 2002 through 2005, EAM has not sought additional     
clients and has not actively managed the portfolios of its customers.  In       
order to remain competitive, EAM must distinguish its services and performance  
from those of its competitors.                                                  

Regulation                                                                      
----------                                                                      

   EAM is registered with and subject to regulation by the State of Missouri
under that State's Investment Advisers Act and, where applicable, under the     
state advisory laws of California, Florida, New York, Texas and Virginia. EAM   
is also subject to regulation by the SEC under the Investment Advisers 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 and the various states in which EAM and IFNI are registered   
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  

5   

connection with the distribution of securities and investment advisor           
activities.  The Company does not currently have errors and omissions           
insurance policies insuring against these risks.                                

  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 March 1, 2005, the Company employed 2 full-time personnel, 1 of whom
are executive officers of the Company. As of March 1, 2003 the Company          
employed 2 full time personnel, 1 of whom were executive officers.  Those       
numbers in 2004 were 2 and 1 respectively.  The Company utilizes the services   
of independent contractors to assist the employees in the operation of the      
Company's business.                                                             

ITEM 2.  DESCRIPTION OF PROPERTY                                                

The Company currently maintains its headquarters at 2458 Old Dorsett  
Road, Suite 118, Maryland Heights, Missouri 63043. The Company no longer has    
any satellite offices.  Currently, the Company uses this space free of rent.    
The space is owned by Gordon Gundaker.  During 2003, the Company paid $19,483   
in rent to unrelated entities.                                                  

ITEM 3.  LEGAL PROCEEDINGS                                                      

Wallace Neal Jordan, Gundaker/Jordan American Holdings and the                  
shareholders of Gundaker/Jordan American Holdings have filed a legal action     
against Charles Clark, A.J. Elko and other parties to be named for damages      
incurred as a result of the attempted takeover of the Company by those          
parties.  Proceedings are ongoing.                                              

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                     

On September 15, 2003, the shareholders voted to change the Company's           
name from Jordan American Holdings to Gundaker/Jordan American Holdings and     
approved increase in authorized shares from 20,000,000 to 20,000,000,000 to     
allow for splits/sale of new shares.                                            

PART II       

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                

(a) Market Information                                                          
-----------------------                                                         

  The Company's common stock currently trades on the OTC Pink Sheets under
the symbol "JAHIW.PK." In May 2003, the Company's symbol was changed from       
JAHI.OB, when the Company was removed from the Bulletin Board and placed in     
the Pink Sheets.  The following are the high and low sales prices for our       
stock for the four-year period ended December 31, 2003. Such prices may         
represent high and low bid quotations or prices between dealers in securities   

6   

and do not include retail markup, markdown, or commissions and may not          
necessarily 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               

Year Ended December 31, 2003         High             Low                       
------------------------------------------------------------                    

First Quarter                 $0.00             $0.00                 
Second Quarter                $0.00             $0.00                 
Third Quarter                 $0.00             $0.00                 
Fourth Quarter                $0.00             $0.00                 

   On December 31, 2003, the closing price of the Company's common stock was
$0.00.  As of December 31, 2003, approximately 820,000 shares of its common     
stock were held in accounts of EAM clients, which represented approximately     
5.8% of the Company's outstanding shares of common stock as of December 31,     
2003.  Wallace Neal Jordan owned approximately 30% of the Company's             
outstanding shares of common stock at December 31, 2003.                        

(b) Shareholders                                                                
----------------                                                                

At December 31, 2003, there were 14,217,266 outstanding shares of the 
Company's common stock and 870 shareholders of record.                          

(c)  Dividends                                                                  
--------------                                                                  

Common                                                                          

 The Company has not paid or declared cash dividends on its common stock
since inception and does not anticipate paying dividends in the foreseeable     
future. At December 31, 2003, the Company's policy was to retain all earnings   
for application in its business. Payment of future cash dividends is at the     
discretion of the Board of Directors and will depend upon earnings, financial   
requirements of the Company and other such factors as the Board of Directors    
may deem relevant.                                                              

Recent Sales of Unregistered Securities                                         
------------------------------------------                                      

There were no sales of securities in the year ended December 31, 2003 
without registration under the Securities Act of 1933, as amended.              

7   

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:                                                        

                                                                [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.      398,750               $ 0.83               1,533,750         
------------------------------------------------------------------------------------
Equity compensation                                                                 
plans not approved                                                                  
by security holders.   231,500               $ 0.83                  N/A            
------------------------------------------------------------------------------------
   Totals               630,250                  --                                 
------------------------------------------------------------------------------------

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 an uncertainty as to     
our ability to continue as a going concern, we will require additional capital  
in order to meet our cash needs during 2005, 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.                                

Gundaker/Jordan American Holdings is the surviving company of what was
originally the public company named the Christian Purchasing Network.  When     
Wallace Neal Jordan merged his private companies into that public entity, the   
name of the public company was changed to Jordan American Holdings, and         
operations continued under that name until the name was changed to Gundaker/    
Jordan American Holdings in 2003.                                               

The profitable operations within the public company have historically 
been the investment advisory firm and the broker-dealer -- Equity Assets        
Management, and Impact Financial Network.  All attempts to diversify the        
Company's operations were unprofitable.                                         

8   

In the year 2001, after years of attempts at diversification, Wallace 
Neal Jordan, as CEO, made the decision to halt the diversification efforts,     
stop the negative cash flow associated with those failed attempts to broaden    
the financial base of operations of the Company and focus on increasing the     
benefits to be derived from the business of portfolio management.  The          
personnel associated with the unprofitable operations needed to be terminated,  
all unproductive facilities needed to be closed, and the Company needed to be   
downsized to the point of maximized profitability.  That process was to begin   
on May 22, 2001. A new board of directors was to be installed, and the new      
business plan initiated at the annual meeting held on that date.                

   Instead of the anticipated result on May 22, 2001, Mr. Jordan was removed
from his positions by a vote of two-to-one (the two being parties intended to   
be terminated by the aborted annual meeting).  His positions within the         
Company were assumed by others.  Mr. Jordan spent the next 17 months in a       
legal battle to regain control of the Company, and within that 17 month period  
of Mr. Jordan's absence, the Company and its business were almost destroyed.    

On November 2, 2002, the Board of Directors of the Company voted Mr.  
Jordan back into the Company and placed the operations back into his hands.     
From November 2, 2002 to date, efforts within the Company have been directed    
toward identifying individuals who can contribute positively to the             
anticipated future success of the Company.  One employee has been hired and     
trained, and other potential employees have been identified and are under       
consideration.  Having the right people within a company is a prerequisite to   
greatness in any business.  In the money management business, the more          
prominent and visible the involved parties, the better the image and            
perception surrounding the company.  We believe that the Company is in an       
excellent business, with the potential for the future to far exceed the         
positive result of the past.  Our association with Gordon Gundaker, a           
successful realtor in St. Louis, Missouri, is a positive first step in that     
direction, and Mr. Gundaker is a substantial investor in the Company's stock.   

Since November of 2002, the time of Mr. Jordan's reinstatement into   
positions of control, any required financing of the business of the Company     
has been provided either from assets within the Company or by Mr. Jordan from   
his personal assets.                                                            

Results of Operations                                                           
---------------------                                                           

COMPARISON OF FISCAL YEAR ENDED DECEMBER 31, 2003 WITH FISCAL YEAR ENDED        
DECEMBER 31, 2002                                                               

Net loss for 2003 was $314,211 or $.02 per common share and share     
equivalent compared to a net loss of $487,299 or $.03 per common share and      
share equivalent for 2002.                                                      

Total revenues decreased by $335,970, or 80%, from $420,292 in 2002 to
$84,322 in 2003, as a result of decreased activity in the management of         
accounts.  Investment advisory fees declined 84%, commission income declined    
76%, and other income decreased 100% from 2002 to 2003.                         

  Operating expenses decreased $571,589, from $939,722 in 2002 to $368,133
in 2003, a decrease of 61%, as activities of the company were reduced in late   
2002.  Salaries declined 86%, commission expense 95%, communications 81%,       
taxes and licenses 73%, clearing costs 67%, occupancy 79%, depreciation 80%     
and other general and administrative expenses decreased 35%.  These declines    
were offset by an increase in professional fees of $127,104, or 367% from 2002  
to 2003.  Included in professional fees in 2003 was a legal settlement with a   
customer totaling $75,000, as well as legal fees related to this settlement.    

9   

  Total other income (loss) was $56,746 for 2003, compared to $101,546 for
2002.  The decrease in other income can be primarily attributed to loss on      
disposal of fixed assets, and a reduction in interest income resulting from     
the sale of a portion of the company's debenture holdings.                      

Liquidity and Capital Resources                                                 
-------------------------------                                                 

At December 31, 2003, the Company had cash and cash equivalents of    
$18,886 versus $36,570 at December 31, 2002.  This decrease is primarily due    
to the Company's working capital expenditures.                                  

Marketable securities were valued at $350,000 at December 31, 2003, as
compared to $500,000 at December 31, 2002, a decrease of approximately 30%.     
During 2003, the Company sold $150,000 of its investments in Boston Restaurant  
debentures and used the proceeds to satisfy legal fees.                         

Net investment advisory fees receivable were $984.00 at December 31,  
2003, as compared to $3,513 at December 31, 2002, a decrease of approximately   
73%. This decrease can be primarily attributed to lessened business             
activities.                                                                     

   Accounts payable and accrued expenses were $222,645 at December 31, 2003,
as compared to $184,211 at December 31, 2002, a increase of approximately 21%.  
The increase in accounts payable and accrued expenses can be primarily          
attributed to the accrual of a remaining lease obligation for premises vacated  
by the Company - $20,000, the remaining obligation on a lease of a company      
auto - $13,000, and increased unpaid legal and accounting fees - $22,000, as    
offset by a reduction in vendor payables attributable to reduced business       
activities in 2003.  Accruals are based upon actual expenses incurred as well   
as unbilled expenses.                                                           

Deposits, which represent amounts received for the unconsummated sale 
of the assets of the investment advisory business, are accruing interest at 8%  
per year.  The increase in deposits of $25,000 is made up of $10,000 in         
accrued interest and an additional $15,000 received in 2003 by the Company      
for stock, for which shares have not yet been issued.                           

At December 31, 2003, the Company had $18,886 in cash and marketable  
securities.                                                                     

Analysis of Cash Flows                                                          
----------------------                                                          

Cash used in operating activities increased to $188,597 in 2003 from  
$168,448 in 2002.  A decrease in net loss was offset by changes in operating    
assets and liabilities during 2003.                                             

Cash provided (used) in investing activities increased to $145,913 in 
2003 compared to $(16,039) cash used by investing activities in 2002. The       
increase is primarily the result of sale for $150,000 of an investment in       
2003.                                                                           

Cash provided by financing activities decreased to $25,000 in 2003    
compared to $131,333 cash provided by financing activities in 2002.  In 2002    
the Company received $125,000 for the purchase of the assets of the investment  
advisory business.  The sale was never consummated, and the purchase deposit    
was converted to an interest bearing obligation in 2002.  In 2003, the Company  
received cash for the purchase of shares which have not yet been issued.        

10  

COMPARISON OF FISCAL YEAR ENDED DECEMBER 31, 2002 WITH FISCAL YEAR ENDED        
DECEMBER 31, 2001                                                               

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 income 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 is 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.

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 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 or       
financial statements for the year ended December 31, 2002.                      

11  

Recent Accounting Pronouncements                                                
--------------------------------                                                

The following information is as of December 31, 2003.                 

In January 2003, the Financial Accounting Standards Board issued      
Interpretation No. 46, "Consolidation of Variable Interest Entities," ("FIN     
46").  The interpretation provides guidance for determining when a primary      
beneficiary should consolidate a variable interest entity, or equivalent        
structure, that functions to support the activities of the primary              
beneficiary.  The adoption of this statement did not materially effect the      
financial statements.                                                           

  In March 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities".  SFAS 149 is effective for   
contracts entered into or modified after June 30, 2003.  This statement amends  
and clarifies financial accounting and reporting for derivative instruments,    
including certain derivative instruments embedded in other contracts            
(collectively referred to as derivatives) and for hedging activities under      
SFAS 133, "Accounting for Derivative Instruments and Hedging Activities".       
SFAS 149 did not materially effect the financial statements.                    

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain    
Financial Instruments with Characteristics of Both Liabilities and Equity".     
SFAS 150 is effective for financial instruments entered into or modified after  
May 31, 2003, and otherwise is effective at the beginning of the first interim  
period beginning after June 15, 2003.  This statement establishes new           
standards for how an issuer classifies and measures certain financial           
instruments with characteristics of both liabilities and equity.  SFAS 150      
requires that an issuer classify a financial instrument that is within the      
scope of this statement as a liability because the financial instrument         
embodies an obligation of the issuer.  This statement applies to certain forms  
of mandatorily redeemable financial instruments including certain types of      
preferred stock, written put options and forward contracts.  SFAS 150 did not   
materially effect the financial statements.                                     

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. The report to the financial       
statements does contain a statement regarding doubt as to the Company's         
ability to continue as a going concern.  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                                                                  

ITEM 8A.  CONTROLS AND PROCEDURES                                               

Evaluation of Disclosure Controls and Procedures                                
---------------------------------------------------                             

We maintain disclosure controls and procedures that are designed to   
ensure that information required to be disclosed in our Exchange Act reports    
is recorded, processed, summarized and reported within the time periods         
specified in the Securities and Exchange Commission's rules and forms, and      
that such information is accumulated and communicated to management, including  
the chief executive officer and chief financial officer, as appropriate, to     
allow timely decisions regarding required disclosure. Management necessarily    

12    

applied its judgment in assessing the costs and benefits of such controls and   
procedures, which, by their nature, can provide only reasonable assurance       
regarding management's control objectives.                                      

With the participation of management, our chief executive officer and 
interim chief financial officer evaluated the effectiveness of the design and   
operation of our disclosure controls and procedures at the conclusion of the    
period ended December 31, 2003. Based upon this evaluation, the chief           
executive officer and chief financial officer concluded that our disclosure     
controls and procedures were effective in ensuring that material information    
required to be disclosed is included in the reports that it files with the      
Securities and Exchange Commission.                                             

Changes in Internal Controls                                                    
-----------------------------                                                   

There were no significant changes in our internal controls or, to the 
knowledge of our management, in other factors that could significantly affect   
internal controls subsequent to the date of most recent evaluation of our       
disclosure controls and procedures utilized to compile information included in  
this filing.                                                                    

 Within the twenty-four (24) months prior to the date of our most recent
Financial Statements and through the date of this report, we have had no        
disagreements with our accountants on accounting or financial disclosure.       

ITEM 8B.  OTHER INFORMATION.                                                    

None.                                                                 

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 December 31, 
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

 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, 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.                                      

13    

This person has remained in his positions from November 2002 until the
current date, June 24, 2005.                                                    

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.                                               

INDEMNIFICATION                                                       

Our Articles of Incorporation and the Bylaws provide that we may      
indemnify our officers and directors for costs and expenses incurred in         
connection with the defense of actions, suits, or proceedings where the         
officer or director acted in good faith and in a manner he reasonably believed  
to be in our best interest and is a party to such actions by reason of his      
status as an officer or director.                                               

 Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and             
controlling persons pursuant to the foregoing provisions or otherwise, we have  
been advised that in the opinion of the Securities and Exchange Commission      
such indemnification is against public policy as expressed in the Act and is,   
therefore, unenforceable.                                                       

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.                                                                          

ITEM 10.  EXECUTIVE COMPENSATION                                                

The following table sets forth the total compensation paid to the     
Company's chief executive officers during the years 2003 and 2002.  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 and in 2003 and 2004.                                

14  

                                                                [Download Table]


                                    SUMMARY COMPENSATION TABLE                      

                                                                          LONG TERM 
                                     ANNUAL  COMPENSATION               COMPENSATION
                            ----------------------------------------     SECURITIES 
                                                      OTHER ANNUAL       UNDERLYING 
NAME AND            YEAR     SALARY      BONUS       COMPENSATION (1)    OPTIONS (#)
PRINCIPAL                                                                           
POSITION                                                                            
------------        -----    ---------  --------     -----------------   -----------
                                                                                    
W. Neal Jordan(2)  2004       -0-          -0-              -0-              -0-    
                   2003       -0-          -0-              -0-              -0-    
                   2002       -0-          -0-              -0-              -0-    

A.J. Elko(3)       2002    $ 106,041       -0-              -0-              -0-    

______________________                                                              

(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    
2000-2004 did not exceed the lesser of $50,000 or 10% of their total  annual  salary
and  bonus.                                                                         

(2) Chairman of the Board, President, Chief Executive Officer, Chief Financial      
Officer, Chief Investment Officer and Secretary                                     

(3) Former Director, President, Chief Executive Officer, Chief Operating Officer and
Secretary                                                                           

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 they 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 2003.                                      

  The following table sets forth certain information concerning the fiscal
year-end value of the unexercised stock options held by Mr. Jordan.             

15  

                                                                [Download Table]


               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR                 
                      AND FISCAL YEAR-END OPTION/SAR VALUES                        

                  NUMBER OF SECURITIES UNDERLYING      VALUE OF UNEXERCISED IN THE 
                     UNEXERCISED OPTIONS AT 2003       MONEY OPTIONS AT 2003 FISCAL
                          FISCAL YEAR END                      YEAR END (1)        
    NAME           EXERCISABLE       UNEXERCISABLE     EXERCISABLE    UNEXERCISABLE
--------------     -----------       -------------     -----------    -------------
                                                                                   
W. Neal Jordan       334,095              -0-             -0-              -0-     


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT        

The following table sets forth, as of December 31, 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 Gundaker/Jordan American  Holdings, Inc., 2458 Old Dorsett   
Road, Suite 118, Maryland Heights, Missouri 63043.                              

NAME AND ADDRESS OF            AMOUNT AND NATURE OF         PERCENT             
BENEFICIAL OWNER               BENEFICIAL OWNERSHIP         OF CLASS            
--------------------           --------------------         --------            

W.  Neal Jordan                    8,534,751 (1)              60.0%             

Gordon A. Gundaker, Jr.                                                         
Revocable Trust                   3,850,000 (2)              27.1%            

All directors and officers                                                      
as a group (2 persons)            8,614,501                  60.7%            
____________________                                                            

(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. Gundaker    
with respect to which Mr. Jordan has an irrevocable proxy. The Preferred Stock  
is non-voting.                                                                  

(2) Does not include 571,428 shares issuable upon conversion of 2,000,000       
shares of the 2000 Preferred Stock held by the Trust.                           

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        

  At December 31, 2002, Mr. Jordan owed the Company $23,825 pursuant to an
unsecured demand note accruing interest at the rate of 10% per annum.  This     
amount increased to $29,998 at December 31, 2003, primarily due to accrued      
interest.                                                                       

16  

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                                      

(a)  Exhibits:  See Exhibit Index.                                    

(b)  Reports on Form 8-K:  None                                       

17    

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  (4)                 

10.1      Employment Agreement between the Company and                          
Wallace Neal Jordan (3)                                     

10.2      Non-Competition Agreement between the Company                         
and Wallace Neal Jordan (3)                                 

21        Subsidiaries of the Company (4)                                       

31        Certification of Chief Executive Officer Pursuant to Section 302      
of the Sarbanes-Oxley Act of 2002 (1)                       

32        Certification of Chief Financial Officer Pursuant to 18 U.S.C.        
Section 1350 (1)                                            

____________________________                                                    

(1)  Filed herewith.                                                            

(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.                   

(3)  Incorporated herein from certain exhibits to the Company's Current Report  
on Form 8-K dated August 15, 1991.                                      

(4)  Incorporated herein from certain exhibits to the Company's Report on       
Form 10-K for the fiscal year ended December 31, 2001.                

18  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                         

The Board of Directors and Stockholders                                         
Gundaker/Jordan American Holdings, Inc.                                         
and Subsidiaries                                                                

We have audited the consolidated balance sheets of Gundaker/Jordan American     
Holdings, Inc. as of December 31, 2003, and the related consolidated            
statements of operations, changes in stockholders' equity, and cash flows for   
the year 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 audit. The financial statements of            
Gundaker/Jordan American Holdings, Inc. as of December 31, 2002 were audited by 
other auditors whose report dated April 8, 2003 expressed an unqualified        
opinion on those statements.                                                    

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

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the consolidated financial position of Gundaker/Jordan   
American Holdings, Inc. as of December 31, 2003, and the consolidated results   
of its operations and its cash flows for the year then ended in conformity      
with accounting principles generally accepted in the United States of America.  

The accompanying financial statements have been prepared assuming that the      
Company will continue as a going concern. As discussed in Note 13 to the        
financial statements, the Company's operating losses raise substantial doubt    
about its ability to continue as a going concern.  The financial statements do  
not include any adjustments that might result from the outcome of this          
uncertainty.                                                                    

/s/ Richey May & Co., LLP                                                       

Richey May & Co., LLP                                                           
Englewood, Colorado                                                             

June 24, 2005                                                                   

F-1 

   Gundaker/Jordan American Holdings, Inc.
and Subsidiaries
 CONSOLIDATED BALANCE SHEETS
    December 31, 2003 and 2002

                                              2003          2002
                                              -----------    -----------
ASSETS                                                        

ASSETS                                                                          
Cash and cash equivalents                        $    18,886    $    36,570     
Investment advisory fees and commissions                                        
receivable, net of allowance for doubtful                                     
accounts of $0 and $38,156                              984          3,513    
Deposit with clearing broker                          24,602         27,721     
Interest receivable                                   31,759           -        
Other receivables, net of allowance for                                         
doubtful accounts of $0 and $68,403                   2,283          8,780    
Other assets                                           1,030          4,127     
Property, equipment and leasehold improvements,                                 
at cost; net of accumulated amortization and                                  
depreciation of $27,125 and $241,025                 14,457         61,011    
Receivable from stockholder                           29,998         23,825     
Investment, convertible debenture                    350,000        500,000     
Net assets held for disposal                            -            62,724     
                                            -----------    -----------
TOTAL ASSETS                                     $   473,999    $   728,271     
                                            ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY                            

LIABILITIES                                                                     
Accounts payable and accrued expenses            $   222,645    $   184,211     
Deposits                                             156,333        131,333     
Deferred investment advisory fees                      1,034          4,529     
                                            -----------    -----------
Total liabilities                               380,012        320,073
                                            -----------    -----------

COMMITMENTS AND CONTINGENCIES                                                   

STOCKHOLDERS' EQUITY                                                            
Variable rate, cumulative, convertible, non-                                    
voting preferred stock, $0.01 par value,                                      
$1.00 liquidation value; 5,000,000 shares                                     
authorized, 2,000,000 shares issued and                                       
outstanding                                          20,000         20,000    
Common stock, $0.001 par value; 20,000,000,000                                  
shares authorized, 14,217,266 shares issued                                   
and outstanding                                      14,217         14,217    
Additional paid-in capital                         4,463,657      4,463,657     
Accumulated deficit                               (4,403,887)    (4,089,676)    
                                            -----------    -----------
Total stockholders' equity                       93,987        408,198
                                            -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $   473,999    $   728,271     
                                            ===========    ===========

The accompanying notes are an integral part of the financial statements.        

F-2 

   Gundaker/Jordan American Holdings, Inc.
and Subsidiaries
   CONSOLIDATED STATEMENTS OF OPERATIONS
       For the years ending December 31, 2003 and 2002

                                              2003          2002
                                            -----------    -----------
REVENUE                                                                         
Investment advisory fees                         $    25,734    $   159,938     
Commission income                                     58,588        239,940     
Business services and other                             -            20,414     
                                            -----------    -----------
Total revenue                                    84,322        420,292
                                            -----------    -----------
OPERATING EXPENSES                                                              
Salaries and related expenses                         55,214        382,134     
Commission expense                                     6,352        123,093     
Professional fees                                    161,747         34,643     
Communications and data processing                     9,168         47,480     
Licenses, registrations and franchise taxes            9,929         37,281     
Clearing costs                                        21,071         63,324     
General and administrative                            77,874        120,713     
Depreciation and amortization                          7,464         37,533     
Occupancy and equipment                               19,314         93,521     
                                            -----------    -----------
Total operating expenses                        368,133        939,722
                                            -----------    -----------
 Operating loss                                 (283,811)      (519,430)
                                            -----------    -----------
OTHER INCOME (EXPENSE)                                                          
Gain on trading securities                              -                48     
Interest and dividends                                64,012         72,550     
Loss on disposal of fixed assets                     (32,074)          -      
Other, net                                            24,808         28,948     
                                            -----------    -----------
Total other income                               56,746        101,546
                                            -----------    -----------
 Loss from continuing operations                (227,065)      (417,884)

LOSS FROM DISCONTINUED OPERATIONS                    (87,146)       (69,415)    
                                            -----------    -----------
NET LOSS                                         $  (314,211)   $  (487,299)    
                                            ===========    ===========
BASIC AND DILUTED NET LOSS PER COMMON SHARE                                     
Net loss from continuing operations              $      (.02)   $      (.03)    
                                            ===========    ===========
Net loss from discontinued operations            $      (.01)   $      -        
                                            ===========    ===========
Net loss                                         $      (.03)   $      (.03)    
                                            ===========    ===========
Basic and diluted weighted-average number                                       
of common shares outstanding                     14,217,266     14,217,266    
                                            ===========    ===========

The accompanying notes are an integral part of the financial statements.        

F-3 

 Gundaker/Jordan American Holdings, Inc.
and Subsidiaries
   CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the years ending December 31, 2003 and 2002 

                                                        [Enlarge/Download Table]


                      Preferred Stock      Common Stock                                  Total    
                     $0.01 Par Value     $0.001 Par Value    Additional               Stockholders
                    ---------  -------  ----------  -------   Paid-In    Accumulated    Equity    
                     Shares    Amount    Shares     Amount    Capital      Deficit     (Deficit)  
                    ---------  -------  ----------  -------  ----------  -----------  ------------
                                                                                                  
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 

Net loss                 -        -           -        -           -        (314,211)    (314,211)
                    ---------  -------  ----------  -------  ----------  -----------    --------- 

BALANCES, December                                                                                
 31, 2003           2,000,000  $20,000  14,217,266  $14,217  $4,463,657  $(4,403,887)   $  93,987 
                    =========  =======  ==========  =======  ==========  ===========    ========= 


The accompanying notes are an integral part of the financial statements.        

F-4 

Gundaker/Jordan American Holdings, Inc.   
and Subsidiaries    
CONSOLIDATED STATEMENTS OF CASH FLOWS 
 For the years ending December 31, 2003 and 2002

                                            2003          2002
                                            -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES                                            
Net loss                                         $  (314,211)   $  (487,299)    
Adjustments to reconcile net loss to net cash                                   
used in operating activities:                                                 
Depreciation and amortization                       7,464         37,533  
Loss on disposal of assets                         32,074         37,953  
Loss on assets held, discontinued operations       62,724           -     
Decrease (increase) in-                                                         
Deposit with clearing broker                        3,119         (2,721) 
Interest receivable                               (31,759)          -     
Other receivables                                   6,497         40,029  
Investment advisory fees receivable                 2,529         12,881  
Trading marketable securities                        -            49,298  
Other assets                                        3,097         77,629  
Receivable from officer/stockholder                (6,173)          -     
Increase (decrease) in-                                                         
Accounts payable and accrued expenses              38,434        151,637  
Deferred investment advisory fees                  (3,495)        (8,720) 
                                            -----------    -----------
Net cash used in continuing operations              (199,700)       (91,780)    
Net cash provided (used) by discontinued                                        
operations                                           11,103        (76,668)   
                                            -----------    -----------
 Net cash used in operating activities          (188,597)      (168,448)
                                            -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES                                            
Decrease (increase) in receivable from officer          -            (1,515)    
Proceeds from sale of investment, convertible                                   
debenture                                           150,000           -       
Capital expenditures                                  (4,087)       (14,524)    
                                            -----------    -----------
Net cash provided (used) by investing                                 
  activities                                     145,913        (16,039)
                                            -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES                                            
Increase in deposit liabilities                       25,000        131,333     
                                            -----------    -----------
Net cash provided by financing activities        25,000        131,333
                                            -----------    -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS            (17,684)       (53,154)    

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR          36,570         89,724     
                                            -----------    -----------
CASH AND CASH EQUIVALENTS, END OF YEAR           $    18,886    $    36,570     
                                            ===========    ===========

The accompanying notes are an integral part of the financial statements.        

F-5 

Gundaker/Jordan American Holdings, Inc. 
and Subsidiaries      
NOTES TO FINANCIAL STATEMENTS     

1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                 
ORGANIZATION                                                                    
Gundaker/Jordan American Holdings, Inc. and Subsidiaries ("JAHI") ("the         
Company") was incorporated in Florida in May 1989 under the name Jordan         
American Holdings, Inc. and subsequently changed its name to Gundaker/Jordan    
American Holdings, Inc.  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 mainly 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").  EAM's customer investment             
transactions are primarily brokered through IFNI, a registered broker-dealer    
in securities acting as a non-clearing introducing broker.  In addition, the    
Company owned 100% of IMPACT Administrative Services, Inc. ("IASI") until       
January 2003 and IMPACT Tax and Business Services, Inc. ("ITABS") until         
December 2002, at which times these businesses were disposed (see Notes 2, 5,   
and 9).  IASI provided operational and administrative support to Impact         
Management Investment Trust.  ITABS, 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 in consolidation.                                               

SIGNIFICANT ACCOUNTING POLICIES                                                 

USE OF ESTIMATES                                                                
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.                                                    

DEPOSIT WITH CLEARING BROKER                                                    
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.                                                             

PROPERTY AND EQUIPMENT                                                          
Property and equipment is recorded at cost and depreciated using the            
straight-line method, over estimated useful lives of three to seven years.      
Leasehold improvements are amortized over the lease term. Software is           
amortized using the straight-line method over three years.                      

F-6 

Gundaker/Jordan American Holdings, Inc. 
and Subsidiaries      
NOTES TO FINANCIAL STATEMENTS     

1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)     

LONG-LIVED ASSETS                                                               
Potential impairment of long-lived assets is reviewed whenever events or        
changes in circumstances indicate the carrying amount of the assets may not be  
recoverable.  Impairment is recognized when the estimated future net cash       
flows (undiscounted and without interest charges) from the asset are less than  
the carrying amount of the asset.                                               

REVENUE RECOGNITION                                                             
Commission income is recognized on a settlement date basis, which does not      
differ materially from the trade date basis of accounting. Interest income is   
accrued and credited to income based on the principal amount outstanding.       

Fixed 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.                                           

STATEMENTS OF CASH FLOWS                                                        
For cash flow purposes, the Company considers cash and temporary investments    
with original maturities of three months or less, to be cash and cash           
equivalents.                                                                    

INCOME TAXES                                                                    
Income taxes are provided for the tax effects of transactions reported in the   
financial statements and consist of taxes currently due plus deferred taxes     
related primarily to differences between the basis of certain assets and        
liabilities for financial and tax reporting. The deferred taxes represent the   
future tax return consequences of those differences, which will either be       
taxable or deductible when the assets and liabilities are recovered or          
settled. Deferred tax assets are limited to amounts considered to be            
realizable in future periods.                                                   

EARNINGS PER SHARE                                                              
Basic earnings per share is determined using net income divided by the          
weighted average shares outstanding during the period.  Diluted earnings per    
share is computed by dividing net income by the weighted average shares         
outstanding, assuming all dilutive potential common shares were issued.         
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 in arrears of $60,000 and         
$52,500 for the years ending December 31, 2003 and 2002, respectively.          

STOCK OPTIONS                                                                   
The Company accounts for stock options under the recognition and measurement    
principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees",   
and related interpretations.  The effect on net income or earnings per share    
if the Company had applied the fair value recognition provisions of FASB        
Statement No. 123, "Accounting for Stock-Based Compensation", to stock-based    
employee compensation has not been presented as no options were granted and     
therefore there is no effect for the years ended December 31, 2003 and 2002.    

F-7 

Gundaker/Jordan American Holdings, Inc. 
and Subsidiaries      
NOTES TO FINANCIAL STATEMENTS (CONTINUED) 

1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)     
RECLASSIFICATIONS                                                               
Certain reclassifications have been made to prior year balances to conform to   
the current year financial statement presentation.                              

RECENT ACCOUNTING PRONOUNCEMENTS                                                
In January 2003, the Financial Accounting Standards Board issued                
Interpretation No. 46, "Consolidation of Variable Interest Entities," ("FIN     
46").  The interpretation provides guidance for determining when a primary      
beneficiary should consolidate a variable interest entity, or equivalent        
structure, that functions to support the activities of the primary              
beneficiary.  The adoption of this statement did not materially effect the      
financial statements.                                                           

In March 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on     
Derivative Instruments and Hedging Activities".  SFAS 149 is effective for      
contracts entered into or modified after June 30, 2003.  This statement amends  
and clarifies financial accounting and reporting for derivative instruments,    
including certain derivative instruments embedded in other contracts            
(collectively referred to as derivatives) and for hedging activities under      
SFAS 133, "Accounting for Derivative Instruments and Hedging Activities".       
SFAS 149 did not materially effect the financial statements.                    

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial    
Instruments with Characteristics of Both Liabilities and Equity".  SFAS 150 is  
effective for financial instruments entered into or modified after May 31,      
2003, and otherwise is effective at the beginning of the first interim period   
beginning after June 15, 2003.  This statement establishes new standards for    
how an issuer classifies and measures certain financial instruments with        
characteristics of both liabilities and equity.  SFAS 150 requires that an      
issuer classify a financial instrument that is within the scope of this         
statement as a liability because the financial instrument embodies an           
obligation of the issuer.  This statement applies to certain forms of           
mandatorily redeemable financial instruments including certain types of         
preferred stock, written put options and forward contracts.  SFAS 150 did not   
materially effect the financial statements.                                     

2.   DEPOSIT LIABILITIES                                                        
The Company formed Impact Management Investment Trust ("the Trust"), which was  
registered under the Investment Company Act of 1940 as a diversified, open-end  
management investment company (mutual fund).  EAM was the investment advisor    
of the Trust and IFNI was the primary distributor of the Trust.  In 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 the Trust.  The Company subsequently liquidated the  
Trust in 2002.  The deposit liability is due on demand and bears interest at    
8% per annum.  The outstanding balance includes accrued interest of $16,333     
and $6,333 at December 31, 2003 and 2002, respectively.                         

At December 31, 2003, JAHI held a $15,000 deposit from an individual for an     
anticipated future stock subscription by the Company.                           

F-8 

Gundaker/Jordan American Holdings, Inc. 
and Subsidiaries      
NOTES TO FINANCIAL STATEMENTS (CONTINUED) 

3.   INVESTMENT, CONVERTIBLE DEBENTURE                                          
The Company owns a 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, has a conversion price of    
$1.25 per share and bears interest at a rate of 14% per annum.  During the      
year ended December 31, 2003, the Company sold $150,000 of the debenture.  At   
December 31, 2003 and 2002, the Company's investment in the debenture was       
$350,000 and $500,000, respectively.                                            

In connection with the purchase of the debenture, the Company also acquired,    
at no cost, warrants to subscribe for the purchase from BRAI of 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 that the BRAI warrants have  
no value at December 31, 2003 and 2002.  This determination was made            
considering primarily the current value of the underlying common stock and the  
current illiquidity of the warrants.                                            

The cost carrying value of the convertible debenture 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.                                                               

4.   STOCKHOLDERS' EQUITY                                                       
At December 31, 2003, 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 1993.  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.                                                                  

F-9 

Gundaker/Jordan American Holdings, Inc. 
and Subsidiaries      
NOTES TO FINANCIAL STATEMENTS (CONTINUED) 

4.   STOCKHOLDERS' EQUITY (CONTINUED)                                           
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    
2001 and 2002 was to be 5.25%.  At December 31, 2003 and 2002, cumulative       
dividends in arrears totaled $217,500 and $157,500, respectively.               

5.   RELATED-PARTY TRANSACTIONS                                                 
The receivable from the officer/stockholder is unsecured, bears interest at     
10% per annum, and is due on demand. The outstanding balance amounted to        
$29,998 and $23,825 at December 31, 2003 and 2002, 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.  The Company issued 100,500 stock options valued at $20,100 as part    
of the purchase price.  The subsidiary that purchased these assets was          
discontinued during 2002 (see Note 9).                                          

6.   INCOME TAXES                                                               
As of December 31, 2003 and 2002, the Company had approximately $4,132,000 and  
$3,818,000, respectively, of net operating loss carryforwards, expiring         
through the year 2023.  A large portion of the net operating loss               
carryforwards were incurred prior to the 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 the         
Internal Revenue Code. As of December 31, 2003 and 2002, the Company also had   
net capital loss carryforwards of approximately $597,000 and $603,000,          
respectively, which expire through 2007.                                        

F-10

Gundaker/Jordan American Holdings, Inc. 
and Subsidiaries      
NOTES TO FINANCIAL STATEMENTS (CONTINUED) 

6.   INCOME TAXES (CONTINUED)                                                   
The estimated deferred tax asset related to the net operating loss and capital  
loss carryforwards amounted to approximately $1,762,000 and $1,647,000 at       
December 31, 2003 and 2002, respectively.                                       

Based upon the Company's current operating losses and the uncertainty as to     
future taxable income and the realization of the deferred tax assets, a full    
valuation allowance has been provided for the Company's net deferred tax        
assets as of December 31, 2003 and 2002.                                        

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.                      

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 five years      
from the date of the 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, 2001    915,732  287,200  1,202,932   $0.13 - 2.00     $ 0.72     
Granted                             -        -          -            -             -       
Forfeited and expired           (499,482) (50,000)  (549,482)   0.13 - 1.56        -       
                                --------  -------  ---------   ------------     ------     
Balances at December 31, 2002    416,250  237,200    653,450    0.13 - 2.00       1.92     
Granted                             -        -          -            -             -       
Forfeited and expired            (17,500)  (5,700)   (23,200)   0.75 - 1.94        -       
                                --------  -------  ---------   ------------     ------     
Balances at December 31, 2003    398,750  231,500    630,250   $0.13 - 2.00     $ 0.83     
                                ========  =======  =========   ============     ======     

F-11

Gundaker/Jordan American Holdings, Inc. 
and Subsidiaries      
NOTES TO FINANCIAL STATEMENTS (CONTINUED) 

7.   STOCK OPTIONS (CONTINUED)                                                  

                                                        [Enlarge/Download Table]

                               Long-term                                       Weighted    
                               Incentive   Other    Exercise                    Average    
                                 Plan     Options    Total     Price Range   Exercise Price
                               ---------  -------  ---------  -------------  --------------
                                                                                           
Number of options exercisable                                                              
 at December 31, 2002            416,250  237,200    653,450   $0.13 - 2.00      $1.92     
                                 =======  =======    =======   ============      =====     
Number of options exercisable                                                              
 at December 31, 2003            398,750  231,500    630,250   $0.13 - 2.00      $0.83     
                                 =======  =======    =======   ============      =====     

At December 31, 2003 and 2002, 1,533,750 share options were available for       
future grant under the Plan.  The following table summarizes additional         
information regarding all stock options and warrants outstanding at December    
31, 2003:                                                                       

                                                                [Download Table]

                    *          Weighted-                   *                 
                  Number        Average    Weighted      Number      Weighted
              Outstanding at  Remaining    Average   Exercisable at   Average
  Exercise    December 31,    Contractual  Exercise   December 31,   Exercise
  Prices          2003           Life       Price        2003          Price 
------------  --------------  -----------  --------  --------------  --------
                                                                             
$0.13 - 0.38     320,500       4.6 years    $ 0.23      320,500       $ 0.24 
 0.50 - 1.00   1,328,500       5.5 years      0.57    1,328,500         0.57 
 1.02 - 1.50     141,750       2.1 years      1.23      141,750         1.23 
 1.56 - 2.58      97,545       2.9 years      2.19       97,545         2.19 
               ---------                              ---------              
               1,888,295                              1,888,295              
               =========                              =========              

*  Includes 1,258,045 stock options and warrants discussed in Notes 4 and 5.    

8.   LEASE EXPENSE                                                              
The Company leases office space from unrelated entities under month-to-month    
agreements.  Total rent expense for the years ended December 31, 2003 and 2002  
was approximately $19,483 and $64,435 (net of sublease rentals of $7,200),      
respectively.                                                                   

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.  In addition, during the year ended December 31, 2003, the     
Company discontinued the operation of its subsidiary, IASI.  IASI had no        
operations during 2003 and at the beginning of 2003, had liabilities in excess  
of its assets of $900.  During 2003, the Company wrote off the assets held for  
disposal in ITABS of approximately $63,000 and incurred approximately $24,000   
of other costs in disposing of the subsidiaries.                                

F-12

Gundaker/Jordan American Holdings, Inc. 
and Subsidiaries      
NOTES TO FINANCIAL STATEMENTS (CONTINUED) 

9.   DISCONTINUED OPERATIONS (CONTINUED)                                        
Net assets and results of operations of IASI and ITABS are as follows:          

                                  2003          2002
                                   --------      ---------
Assets                                   $   -         $  76,333      
Liabilities                                  -           (13,609)     
                                   --------      ---------
Net assets held for disposal          $   -         $  62,724   
                                   ========      =========
Revenue                                  $   -         $  92,366      
Expenses                                  (87,146)      (161,781)     
                                   --------      ---------
Net loss from discontinued                                      
operations                          $(87,146)     $ (69,415)
                                   ========      =========

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 looses 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 has assets on deposit with its clearing broker which are subject    
to credit risk.  In the event of the broker's insolvency, recovery of Company   
assets on deposit may be limited to account insurance or other protection       
afforded such deposits.                                                         

11.  FAIR VALUE OF FINANCIAL INSTRUMENTS                                        
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.                                                                    

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.                                            

F-13

Gundaker/Jordan American Holdings, Inc. 
and Subsidiaries      
NOTES TO FINANCIAL STATEMENTS (CONTINUED) 

12.  REGULATORY REQUIREMENTS (CONTINUED)                                        
At December 31, 2003, IFNI had net capital and net capital requirements of      
$12,924 and $5,000, respectively.  The Company's net capital ratio (aggregate   
indebtedness to net capital) was 1.26 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, 2003, net assets of $5,000 are not        
available for any purpose other than meeting IFNI's net capital requirements.   

13.  GOING CONCERN                                                              
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.                                                         

F-14

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.                           

                         GUNDAKER/JORDAN AMERICAN HOLDINGS, INC.
(Registrant)  

Dated: June 24, 2005             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 24, 2005             By:  /s/  W.  Neal Jordan                      
                            ------------------------------------------
 W. Neal Jordan,
                     Chief Executive Officer, President,
                           Chief Investment Officer, Chief Financial
        Officer, and Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10KSB’ Filing		Date		Other Filings
		12/31/11
		1/8/11
		6/5/10
		12/31/06
Filed on:		6/29/05		10KSB,  10QSB
		6/24/05
		3/1/05
For Period End:		12/31/03
		9/15/03
		6/30/03		10QSB
		6/15/03
		5/31/03
		4/8/03
		3/1/03
		12/31/02		10KSB,  DEF 14A,  NT 10-K,  PRE 14A
		11/2/02
		12/31/01		10KSB,  NT 10-K
		6/4/01
		6/1/01
		5/22/01		DEF 14A,  PRE 14A
		12/31/00		10KSB40
		11/30/00
		8/1/95
		3/1/93
				List all Filings