<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------------------
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-23587
CHAPMAN HOLDINGS, INC.
(Name of small business issuer in its charter)
MARYLAND 52-206977
- -------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation)
401 EAST PRATT STREET, 28TH FLOOR, BALTIMORE, MARYLAND 21202
------------------------------------------------------------
(Address of Principal Executive Office)
Issuer's telephone number, including area code: (410) 625-9656
- --------------------------------------------------------------------------------
Former Name, Former Address and Former Fiscal Year, if changed Since Last
Report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days;
Yes [X] No [ ]
Securities registered under Section 12(b) of the Exchange Act: None Securities
registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.001 per share
----------------------------------------
(Title of Class)
As of May 12, 2000, 3,953,622 shares of the issuer's common stock, par value
$0.001 per share, were outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X}
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I ..................................................................... 1
ITEM 1 FINANCIAL STATEMENTS ........................................ 1
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS ......................... 9
PART II .................................................................... 17
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ......... 17
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K ............................ 17
</TABLE>
2
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
The consolidated financial statements for the three months ended March
31, 2000 have not been audited but, in the opinion of management, contain all
adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the financial position and results of operations of the Company
as of such date and for such periods. The unaudited consolidated financial
statements should be read in conjunction with the Consolidated Financial
Statements of the Company and the Notes thereto appearing in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 1999. The results
of operations for the three months ended March 31, 2000 are not necessarily
indicative of the results of operations that may be expected for the year ending
December 31, 2000 or any future periods.
3
<PAGE>
CHAPMAN HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2000, AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
----------- -----------
(UNAUDITED) (RESTATED)
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 958,000 $ 1,035,000
Cash deposits with clearing organization 2,697,000 2,674,000
Investments, available for sale 239,000 239,000
Securities owned of affiliate, at market value 2,034,000 2,084,000
Receivables from brokers and dealers 374,000 584,000
Receivables from affiliates 463,000 333,000
Income taxes receivable -- 296,000
Advances to officer/employee 713,000 688,000
Office equipment, net 86,000 93,000
Prepaids and other assets 299,000 406,000
Intangible assets 92,000 103,000
----------- -----------
Total assets $ 7,955,000 $ 8,535,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accrued expenses $ 436,000 $ 494,000
Margin loan payable 1,632,000 1,750,000
Accrued compensation 397,000 379,000
Deferred rent 24,000 34,000
----------- -----------
Total liabilities 2,489,000 2,657,000
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value, 20,000,000 shares
authorized,2,953,622 shares issued and outstanding 3,000 3,000
Additional paid-in capital 7,903,000 7,903,000
Accumulated deficit (1,486,000) (1,025,000)
Proprietary stock of Company held by subsidiary,
at cost, 124,000 and 126,000 shares, respectively (807,000) (842,000)
Cumulative realized loss on trading proprietary
stock of Company held by subsidiary (147,000) (161,000)
----------- -----------
Total stockholders' equity 5,466,000 5,878,000
----------- -----------
Total liabilities and stockholders' equity $ 7,955,000 $ 8,535,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
4
<PAGE>
CHAPMAN HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------
2000 1999
----------- -----------
(UNAUDITED)
<S> <C> <C>
REVENUE:
Commissions $ 935,000 $ 1,163,000
Underwriting and management fees 212,000 112,000
Interest and dividends 62,000 95,000
Trading, net gains primarily affiliate stock 137,000 202,000
----------- -----------
Total revenue 1,346,000 1,572,000
----------- -----------
EXPENSE:
Compensation and benefits 920,000 761,000
Floor brokerage and clearing fees 181,000 186,000
Communications 87,000 64,000
Occupancy, equipment rental, and depreciation 150,000 171,000
Travel and business development 28,000 79,000
Professional fees 104,000 231,000
Advertising, promotion and publicity 126,000 75,000
Other operating expense 211,000 189,000
----------- -----------
Total expense 1,807,000 1,756,000
----------- -----------
Loss before income tax benefit (461,000) (184,000)
INCOME TAX BENEFIT -- (61,000)
----------- -----------
Net loss $ (461,000) $ (123,000)
=========== ===========
BASIC AND DILUTIVE EARNINGS PER SHARE DATA:
Net loss $ (.16) $ (.04)
=========== ===========
Weighted average shares outstanding 2,954,000 2,954,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
5
<PAGE>
CHAPMAN HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------
2000 1999
----------- -----------
(Restated)
UNAUDITED
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (461,000) $ (123,000)
Adjustments to reconcile net income to net cash
(used in) operating activities:
Depreciation/amortization expense 18,000 13,000
Unrealized gain on securities owned (33,000) (185,000)
Effect from changes in assets and liabilities-
Deposits with clearing organization (23,000) (30,000)
Receivables from brokers and dealers 197,000 (37,000)
Receivables from affiliates (130,000) 283,000
Income tax receivable 296,000 (4,000)
Prepaids and other assets 120,000 22,000
Accounts payable and accrued expenses (58,000) 22,000
Accrued compensation 18,000 (1,000)
Deferred rent (10,000) (3,000)
Income taxes payable -- 1,000
----------- -----------
Net cash used in operating activities (66,000) (42,000)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of office equipment -- (69,000)
Purchase of investments -- (35,000)
Proceeds from sale of investments -- 4,000
Advances to officer/employee (25,000) (13,000)
----------- -----------
Net cash used in investing activities (25,000) (113,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from sales of treasury stock 14,000 (80,000)
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (77,000) (235,000)
CASH AND CASH EQUIVALENTS, beginning of year 1,035,000 3,090,000
----------- -----------
CASH AND CASH EQUIVALENTS, end of year $ 958,000 $ 2,855,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
6
<PAGE>
CHAPMAN HOLDINGS, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
Chapman Holdings, Inc. provides securities brokerage and investment banking
services. The accompanying unaudited consolidated financial statements
include the accounts of Chapman Holdings, Inc. (CHI) and its wholly owned
subsidiary, the Chapman Co. (collectively, the Company). All significant
intercompany accounts and transactions have been eliminated in
consolidation. The accompanying consolidated financial statements are
presented on the accrual basis of accounting in accordance with generally
accepted accounting principles. The preparation of financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities as of
the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.
INTERIM FINANCIAL STATEMENTS
The consolidated financial statements for the three months ended March 31,
2000 and 1999, are unaudited, but in the opinion of management, such
financial statements have been presented on the same basis as the audited
consolidated financial statements and include all adjustments, consisting
only of normal recurring adjustments necessary for a fair presentation of
the financial position and results of operations, for the periods.
As permitted under the applicable rules and regulations of the Securities
and Exchange Commission, these financial statements do not include all
disclosures normally included with audited consolidated financial
statements, and accordingly, should be read in conjunction with the
consolidated financial statements and notes thereto as of December 31, 1999,
included in the Company's Form 10-KSB filed. The results of operations
presented in the accompanying consolidated financial statements are not
necessarily representative of operations for an entire year and because of
the nature of the Company's operations can be materially different between
periods.
SECURITIES OWNED
Securities owned consist of trading proprietary stock, which is carried at
market on the balance sheet. Any unrealized gain (loss) on trading of
proprietary stock is included in earnings on the income statement. The
proprietary stock as of March 31, 2000, is stock of Chapman Capital
Management Holdings, Inc. (CCMH), a company whose majority stockholder is
also the majority stockholder of the Company. The Chapman Co. is the market
maker for CCMH and, thus, holds this stock in inventory. As of March 31,
2000, The Chapman Co. held 131,000 shares of common stock of CCMH. The
Company recorded an unrealized gain of approximately $33,000 and $185,000
related to the CCMH stock held for the three months ended March 31, 2000 and
1999, respectively.
7
<PAGE>
TREASURY STOCK
The Chapman Co. is also the market maker for CHI. However, as CHI is the
parent of The Chapman Co., all purchases and sales of the CHI's stock by the
Chapman Co. have been accounted for as treasury stock transactions in the
accompanying consolidated financial statements. As of March 31, 2000 and
December 31, 1999, the Chapman Co. held 124,000 and 126,000 shares of the
CHI's stock in inventory, respectively.
2. RELATED PARTY TRANSACTIONS
Included in receivables from affiliates as of March 31, 2000, is $344,000
due from eChapman.com. This amount represents expenses paid on eChapman's
behalf. The realizability of this receivable may be significantly affected
if the eChapman.com transaction is not completed.
3. SUBSEQUENT EVENT
On April 20, 2000, the stockholders of the Company approved the merger of
the Company into a wholly owned subsidiary of eChapman.com. The merger will
not be effective until the completion of an initial public stock offering of
common stock of eChapman.com.
8
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Note Regarding Forward-Looking Information
Certain statements under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and elsewhere in this
Report constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company, or industry
results, to be materially different from any future results, performance, or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, general economic and business conditions in the
Company's market area, inflation, fluctuations in interest rates, changes in
government regulations, competition and the ability of the Company to implement
its business strategy and other risks discussed in the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1999, and in this and other
reports filed by the Company.
Forward-looking statements are intended to apply only at the time they
are made. Moreover, whether or not stated in connection with a forward-looking
statement, the Company undertakes no obligation to correct or update a
forward-looking statement should the Company later become aware that it is not
likely to be achieved. If the Company were to update or correct a
forward-looking statement, investors and others should not conclude that the
Company will make additional updates or corrections thereafter.
The following discussion should be read in conjunction with the
financial statements contained in Item 1 of Part I of this Form 10-QSB.
9
<PAGE>
RESULTS OF OPERATIONS
The following table reflects items in the Statements of Operation
as dollar amounts and as percentages of total revenue.
Chapman Holdings Inc. and Subsidiaries
Consolidated Statement of Operations
<TABLE>
<CAPTION>
Three Months Ended March 31,
(Unaudited)
----------------------------------------------------
2000 1999
----------------------------------------------------
(Restated)
Percentage of Percentage of
Amount Total Revenue Amount Total Revenue
---------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Revenues
Commissioned $ 935,000 69.4% $1,163,000 74.0%
Underwriting and Management fees 212,000 15.8% 112,000 7.1%
Interest and dividends 62,000 4.6% 95,000 6.0%
Gain (loss) on trading 137,000 10.2% 202,000 12.8%
---------- ------------- ---------- -------------
Total revenue 1,346,000 100.0% 1,572,000 100.00%
---------- ------------- ---------- -------------
Expenses
Compensation and benefits 920,000 68.3% 761,000 48.4%
Brokerage and clearing 181,000 13.4% 186,000 11.8%
Communications 87,000 6.5% 64,000 4.1%
Occupancy and equipment 150,000 11.1% 171,000 10.9%
Professional fees 104,000 7.7% 231,000 14.7%
Travel and business development 28,000 2.1% 79,000 5.0%
Advertising expenses 126,000 9.4% 75,000 4.8%
Other operating expenses 211,000 15.7% 189,000 12.0%
---------- ------------- ---------- -------------
Total expenses 1,807,000 134.2% 1,756,000 111.7%
---------- ------------- ---------- -------------
Net loss before tax expense (benefit) (461,000) (34.2%) (184,000) (11.7%)
Income tax benefit - 0.0% (61,000) (3.9%)
---------- ------------- ---------- -------------
Net loss $(461,000) (34.2%) $(123,000) (7.8%)
---------- ------------- ---------- -------------
---------- ------------- ---------- -------------
</TABLE>
Total revenue decreased by $226,000, or 14.4%, to $1,346,000 for the
three months ended March 31, 2000 from $1,572,000 for the prior comparable
period. Revenue was lower due to a decrease in municipal designations partially
offset by an increase in retail and institutional commissions and an increase in
syndicate underwritings.
Commission revenue decreased by $228,000, or 19.6%, to $935,000 for the three
months ended March 31, 2000 from $1,163,000 for the prior comparable period.
The decrease was primarily due to a decline in revenues from municipal
participations that decreased $401,000, or 83.8%, to $78,000 for the three
months ended March 31, 2000 from $479,000 for the prior comparable period.
The Company participated in 7 municipal participations during the three
months ended March 31, 2000 compared to 11 municipal participations in the
prior comparable period. This decline in municipal participations can be
attributed to an increase in interest rates from an average of 5.1% for the
quarter ending March 31, 1999 to an average of 6.5% for the quarter ending
March 31, 2000. Commission revenue from the sale of retail equities increased
$51,000, or 21.6%, to $287,000 for the three months ended March 31, 2000 from
$236,000 for the prior comparable period. Commission revenue on sale of
institutional securities increased $103,000, or 27.7%, to $475,000 for the
three months ended March 31, 2000 from $372,000 for the prior comparable
period.
Underwriting and management fee revenue increased $100,000, or 89.3%, to
$212,000 for the three months ended March 31, 2000 from $112,000 for the prior
comparable period. Underwriting revenue increased by $117,000, or 351.1%, for
the three months ended March 31, 2000. Management fee revenue decreased by
$17,000, or 26.7% for the three months ended March 31, 2000.
Interest and dividends decreased by $33,000, or 34.7%, to $62,000 for the three
months ended March 31, 2000 from $95,000 for the prior comparable period. This
decrease in interest and dividend revenue resulted from lower cash balances and
corresponding lower interest and dividend earnings in connection with the
Company's ongoing business expansion strategy.
The gain on trading was $137,000 for three months ended March 31, 2000 compared
to a gain of $202,000 for the prior comparable period. The Company's decrease is
attributable to a slight decrease in market value of its market making
securities inventory.
Total expenses increased by $51,000, or 2.9% to $1,807,000 for the three months
ended March 31, 2000 from $1,756,000 for the prior comparable period. The slight
increase in overall expense is mainly attributable to increased staffing offset
by a decrease in professional fees.
Compensation and benefits increased by $159,000, or 20.9%, to $920,000 for
the three months ended March 31, 2000 from $761,000 for the prior comparable
period. Compensation expense includes sales commissions paid to brokers and
varies in relation to changes in commission revenue.
11
<PAGE>
The increase in compensation is mainly due to the addition of three employees
and an increase in commission expense due to a change in commission structure
on institutional sales compared to the three months ended March 31, 1999.
Communication expense increased by $23,000, or 35.9%, to $87,000 for the three
months ended March 31, 2000 from $64,000 for the prior comparable period. This
increase is attributable to increased staffing throughout the year as a result
of the Company's overall business expansion efforts.
Occupancy and equipment decreased by $21,000, or 12.3%, to $150,000 for the
three months ended March 31, 2000 from $171,000 for the prior comparable
period. The decrease is primarily the result of renegotiating existing office
leases upon renewal.
Professional fees decreased by $127,000, or 55.0%, to $104,000 for the three
months ended March 31, 2000 from $231,000 for the prior comparable period. The
decrease in professional fees is the result of the expiration of contractual
arrangements and the decline in the use of consultants for special projects.
Travel and business development decreased by $51,000, or 64.6%, to $28,000 for
the three months ended March 31, 2000 from $79,000 for the prior comparable
period. The decrease is due primarily to a decrease in travel during the
period.
Advertising expense increased by $51,000, or 68.0%, to $126,000 for the three
months ended March 31, 2000 from $75,000 for the prior comparable period.
This increase is attributable to the Company's efforts to increase public
awareness of the Chapman brand name and the DEM (Domestic Emerging Market)
strategy.
Other operating expenses increased by $22,000, or 11.6%, to $211,000 for the
three months ended March 31, 2000 from $189,000 for the prior comparable
period. The increase in other operating expense is primarily due to increases
in postage, repairs and maintenance, printing costs, seminars, conferences
and dues and subscriptions offset by decreases in interest expense and other
taxes which account for 95.5% of the total variance.
Income tax benefit decreased by $61,000 for the three months ended March 31,
2000 from a tax benefit of $61,000 for the prior comparable period. The decrease
in the income tax benefit is due to a valuation reserve established on December
31, 1999.
Net loss increased by $338,000 to $461,000 for the three months ended March 31,
2000 from $123,000 for the prior comparable period. This change was a result of
the items discussed above.
LIQUIDITY AND CAPITAL RESOURCES
Chapman Holdings' assets are reasonably liquid with a substantial
majority consisting of cash and cash equivalents, investment securities, and
receivables from other broker-dealers and Chapman Holdings' clear agent, all
of which fluctuate depending upon the levels of customer business and trading
activity. Receivables from broker-dealers and Chapman Holdings' clearing
agent turn over rapidly. Both Chapman Holdings' total assets as well as the
individual components as a percentage of total assets may vary significantly
from period to period because of changes relating to customer demand,
economic and market conditions, and proprietary trading strategies. Chapman
Holdings' total assets of December 31, 1999 and March 31, 2000 were
$8,535,000 and $7,955,000, respectively.
The Chapman Co., Chapman Holdings' wholly-owned broker-dealer
subsidiary, is subject to the net capital rules of the NASD. As such, The
Chapman Co. is subject to certain restrictions on the use of capital and its
related liquidity. The net capital position of The Chapman Co. as of December
31, 1999 and March 31, 2000 was $1,528,000 and 1,835,000, respectively which
was $1,278,000 and $1,585,000, respectively in excess of its minimum NASD net
capital requirement.
Chapman Holdings' cash and cash equivalents were $1,035,00 and $958,000
as of December 31, 1999 and March 31, 2000, respectively.
Historically, Chapman Holdings has financed its operations through the
sale of equity securities and cash flow from operations. At March 31, 2000,
Champman Holdings had margin debt of approximately $1,632,000 to finance the
purchase of securities owned which is primarily the stock of Chapman Holdings
and Chapman Capital Management Holdings, Inc. Chapman Holdings' overall
capital and funding needs are continually reviewed to ensure that its capital
base can support the estimated needs of its business. These reviews take into
account business needs as well as Chapman Holdings' regulatory capital
requirements. Chapman Holdings believes that its capital structure is
adequate for current operations.
YEAR 2000 SYSTEM COSTS
The Year 2000 issue affects the ability of computer systems to correctly
process dates after December 31, 1999. The Company has completed the
inventory and assessment phases of its Year 2000 project plan through an
evaluation of its internal and third party software, as well as its primary
service providers' computer systems, to determine their ability to accurately
process after December 31, 1999. The Company has completed the testing of its
critical internal application systems.
Although we suffered no significant Year 2000 problems at the start of
2000 or thorugh March 31, 2000, and while we believe that we are taking
prudent and necessary action to maintain Year 2000 readiness, we can give no
assurance that the Year 2000 issue will not result in future information or
communications systems interruptions. Any interruptions could be expected to
have a material adverse effect on our business, financial condition, results of
operations and business prospects and may subject us to liability to our
clients. We are currently building upon our existing contingency plan.
12
<PAGE>
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held a special meeting of shareholders on April 20,
2000. The Company's stockholders voted at the special meeting to approve the
merger of the Company into a subsidiary of eChapman.com, Inc., as indicated
below. The following chart indicates the number of abstentions, the number of
shares voting in favor of the matter presented at the special meeting and the
number of shares voting against the matter presented at the special meeting.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Shares Voting in Favor Shares Voting Against
Abstentions of Proposal Proposal
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock 0 2,083,768 0
- --------------------------------------------------------------------------------
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits required by Item 601 of Regulation S-B:
Exhibit 10.1 $17,322 Promissory Note to the Chapman Co. from
Nathan A. Chapman,Jr. dated March 31, 2000.
Exhibit 27: Financial Data Schedule
B. Reports on Form 8-K
On March 31, 2000, the Company filed a Form 8-K to revise its previously
released earnings and announce certain changes in its accounting practices.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CHAPMAN HOLDINGS, INC.
By: /s/ NATHAN A. CHAPMAN, JR.
---------------------------------------------------
Nathan A. Chapman, Jr.
President, Chairman of the Board and Director
/s/ DEMETRIS B. BROWN
---------------------------------------------------
Demetris B. Brown
Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
Date: May 12, 2000
14
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
<S> <C>
10.1 $17,322 Promissory Note to the Chapman Co. from
Nathan A. Chapman Jr. dated March 31, 2000.
27 Financial Data Schedule
</TABLE>
15
<PAGE>
Exhibit 10.1
PROMISSORY NOTE
$17,322.00 BALTIMORE, MARYLAND
as of March 31, 2000
WITHIN THREE YEARS, the undersigned promises to pay to the order of The
Chapman Co., Seventeen thousand three hundred twenty-two dollars
($17,322.00), at its offices in Baltimore, Maryland, together with interest
thereon from the date hereof until paid at the rate of 6.45% per annum.
-----------------------------
Nathan A. Chapman, Jr.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
financial statements of the Company for the fiscal year ended December 31,
1999 and for the three months ended March 31, 1999 and 2000, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1999 MAR-31-2000 MAR-31-1999
<PERIOD-START> JAN-01-1999 JAN-01-2000 JAN-01-1999
<PERIOD-END> DEC-31-1999 MAR-31-2000 MAR-31-1999
<CASH> 1,035,000 958,000 0
<SECURITIES> 2,323,000 2,273,000 0
<RECEIVABLES> 1,213,000 837,000 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 8,339,000 7,747,000 0
<PP&E> 93,000 86,000 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 8,535,000 7,955,000 0
<CURRENT-LIABILITIES> 2,657,000 2,489,000 0
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 3,000 3,000 0
<OTHER-SE> 5,875,000 5,463,000 0
<TOTAL-LIABILITY-AND-EQUITY> 8,535,000 7,955,000 0
<SALES> 0 1,147,000 1,275,000
<TOTAL-REVENUES> 0 1,346,000 1,572,000
<CGS> 0 0 0
<TOTAL-COSTS> 0 1,807,000 1,756,000
<OTHER-EXPENSES> 0 0 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 30,000 43,000
<INCOME-PRETAX> 0 (461,000) (184,000)
<INCOME-TAX> 0 0 (61,000)
<INCOME-CONTINUING> 0 (461,000) (123,000)
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 0 (461,000) (123,000)
<EPS-BASIC> 0 (0.16) (0.04)
<EPS-DILUTED> 0 (0.16) (0.04)
</TABLE>
