SHOCHET HOLDING CORP, SB-2/A, 2000-03-09

SHOCHET HOLDING CORP
SB-2/A, 2000-03-09
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 9, 2000

REGISTRATION STATEMENT NO. 333-92307
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
FORM SB-2

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SHOCHET HOLDING CORP.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

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DELAWARE 6211 59-2651232
STATE OR JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION NUMBER) IDENTIFICATION NO.)
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2351 EAST HALLANDALE BEACH BOULEVARD ROGER N. GLADSTONE, CHIEF EXECUTIVE OFFICER
HALLANDALE, FLORIDA 33998 AND CHAIRMAN OF THE BOARD OF DIRECTORS
(954) 454-0304 SHOCHET HOLDING CORP.
(ADDRESS AND TELEPHONE NUMBER OF 2351 EAST HALLANDALE BEACH BOULEVARD
PRINCIPAL EXECUTIVE OFFICES) HALLANDALE, FLORIDA 33998
(954) 454-0304
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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Copies to:

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JOEL D. MAYERSOHN, ESQ. DAVID ALAN MILLER, ESQ.
ANDREW LOCKWOOD, ESQ. PETER M. ZIEMBA, ESQ.
ATLAS PEARLMAN, P.A. GRAUBARD MOLLEN & MILLER
350 EAST LAS OLAS BOULEVARD, SUITE 1700 600 THIRD AVENUE
FORT LAUDERDALE, FL 33301 NEW YORK, NY 10016
TELEPHONE: (954) 763-1200 TELEPHONE: (212) 818-8800
FACSIMILE NO. (954) 766-7800 FACSIMILE (212) 818-8881
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis under Rule 415 under the Securities Act of 1933,
as amended, check the following box: / /

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, please
check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. / /

If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /

If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /
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THE REGISTRANT WILL AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING UNDER SECTION 8(a), MAY DETERMINE.
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Information in this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted or would be unlawful prior to
registration or qualification under the securities laws of any state.

SUBJECT TO COMPLETION DATED MARCH 9, 2000

PRELIMINARY PROSPECTUS

[LOGO]

SHOCHET HOLDING CORP.

1,000,000 SHARES OF COMMON STOCK

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All 1,000,000 shares of our common stock are being sold by Shochet Holding
Corp. We also have given the underwriters of this offering an option to purchase
an additional 150,000 shares of our common stock to cover over-allotments.

No public market exists for our common stock. We have applied for quotation
of our common stock on the Nasdaq SmallCap Market under the symbol "SHOC and on
the Boston Stock Exchange under the symbol "SHO."

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 7 OF THIS PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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PER SHARE TOTAL
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Public offering price........................................................... $ $
Underwriting discounts and commissions.......................................... $ $
----- -----
Proceeds to Shochet Holding Corp................................................ $ $
----- -----
----- -----
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We anticipate that the initial price per share will be between $7.00 and
$9.00. For purposes of this prospectus, we assume an initial price per share of
$8.00.

The underwriters are offering our shares of common stock on a firm
commitment basis subject to various conditions and may reject all or part of any
order.

GAINES, BERLAND INC. SHOCHET SECURITIES, INC.

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, 2000

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[ARTWORK OMITTED]

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TABLE OF CONTENTS

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PAGE
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Summary.................................................................................................... 4
Risk Factors............................................................................................... 7
Use of Proceeds............................................................................................ 15
Dividend Policy............................................................................................ 15
Dilution................................................................................................... 16
Capitalization............................................................................................. 17
Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 18
Business................................................................................................... 23
Management................................................................................................. 31
Principal Stockholders..................................................................................... 37
Certain Transactions....................................................................................... 38
Description of Securities.................................................................................. 39
Shares Eligible for Future Sale............................................................................ 39
Underwriting............................................................................................... 40
Legal Matters.............................................................................................. 42
Experts.................................................................................................... 42
Where You Can Find Additional Information.................................................................. 42
Index to Financial Statements.............................................................................. F-1
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Shochet Holding Corp., referred to in this prospectus as Shochet Holding,
we or us, operates a full service, discount brokerage business through its
wholly-owned subsidiary, Shochet Securities, Inc., which we refer to as Shochet
Securities. We were incorporated in Delaware in July 1999. Our executive offices
are located at 2351 East Hallandale Beach Boulevard, Hallandale, Florida. Our
telephone number is (954) 454-0304. In this prospectus we refer to our
publicly traded parent company, Research Partners International, Inc., as
Research Partners. We refer to our sister companies, GKN Securities Corp., as
GKN Securities, EarlyBirdCapital, Inc., as EarlyBirdCapital and Research
Partners International AG as Research Partners AG. We refer to prospective
investors as you or the investor(s).

Unless otherwise indicated, all information in this prospectus assumes that
the underwriters will not exercise their option to purchase up to 150,000 shares
of common stock to cover over-allotments and that all shares underlying options
issued or issuable under our 1999 Performance Equity Plan are not exercised. All
information in this prospectus also gives effect to our November 1999 corporate
reorganization as a holding company, which resulted in the issuance of 1,200,000
shares of our common stock to Research Partners.

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SUMMARY

You should read the entire prospectus carefully, paying particular
attention to the section entitled Risk Factors.

GENERALLY ABOUT US

We provide our customers a broad range of financial services through our
subsidiary, Shochet Securities, including full service, discount brokerage
services. We assign each of our customers a registered representative to
supervise his or her account. In January 2000, we commenced offering online
brokerage services through our website, www.shochet.com. Shochet Securities
operates five branch offices, all of which are in Florida. Our revenues have
been derived primarily from commissions from brokerage services. We expect to
retain all earnings generated by our operations for the development and growth
of our business, and do not anticipate paying any cash dividends to our
stockholders in the foreseeable future.

We provide brokerage services in equity and fixed income securities,
options, annuities and mutual funds. We charge our clients commissions that are
generally less than those charged by other full service firms for similar
services, and pay our brokers a percentage of that commission. We employ
approximately 50 brokers, who manage an aggregate of more than $870 million in
assets in approximately 13,000 client accounts.

Our online services and products presently include:

o online order entry for equity securities;

o charting;

o access to portfolios.

o real-time posting of positions; and

o real-time and delayed quotes;

Our online services and products will include:

o online order entry for options, mutual funds and fixed income
securities;

o company and industry research; and

o access to initial public offerings and private financings distributed
through our sister company.

STRENGTHS

We believe that our competitive advantage over other online brokerage firms
lies with the following factors:

o Each online customer is assigned an experienced broker to assist
him or her. Unlike most other online brokers, which assign computer
technicians or a general help desk to answer customers' questions, we
assign one of our experienced brokers to service each account on an
as-needed basis.

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o We have established ourselves in southern Florida as a quality
brokerage. Unlike newer, less established online brokerages, we have
operated for more than 18 years with an established customer base.

STRATEGY

Our goal is to establish ourselves as a premier full service, discount
Internet brokerage firm and to expand our presence in Florida. Our strategy
includes the following elements:

o Leverage our existing operations and experienced management team to
build our online brokerage business.

o Open cost-effective mini-offices and branch offices.

o Broaden exposure of the Shochet brand name.

THE OFFERING

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Securities offered........................ 1,000,000 shares of common stock.
Common stock outstanding prior to the
offering............................... 1,200,000 shares
Common stock to be outstanding after the
offering............................... 2,200,000 shares
Use of proceeds........................... We intend to use the net proceeds of this offering as follows:
o Advertising and promotion
o Repayment of debt owed Research Partners
o Branch office expansion, hiring of personnel
o Technology improvements
o Working capital and general corporate purposes
Proposed Nasdaq SmallCap Market Symbol.... SHOC

Proposed Boston Stock Exchange Symbol..... SHO
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SUMMARY FINANCIAL DATA

The information below should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations and the
accompanying financial statements and notes included in another section of this
prospectus. The As adjusted column reflects the sale of 1,000,000 shares of
common stock in this offering at an assumed initial offering price of $8.00 per
share, after deducting the underwriting discounts and commissions and estimated
offering expenses payable by us, and the application of these proceeds,
including the repayment of $1,000,000 of debt.

SUMMARY FINANCIAL INFORMATION

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YEAR ENDED NINE MONTHS ENDED
JANUARY 31 OCTOBER 31
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1999 1998 1999 1998
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(UNAUDITED)
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Statement of Operations Data:
Revenues:
Commissions, floor brokerage and
clearing charges.................... $7,127,000 $5,934,000 $5,342,000 $5,157,000
Interest............................... 601,000 584,000 601,000 434,000
Total revenues............................ 7,753,000 6,607,000 6,002,000 5,609,000
Expenses:
Employee compensation and related
expenses............................... 4,224,000 3,461,000 3,278,000 3,105,000
Total expenses............................... 7,653,000 6,485,000 6,151,000 5,622,000
Income (loss) from continuing operations..... 75,000 52,000 (149,000) 7,000
Loss from discontinued operations............ (402,000) -- (495,000) (271,000)
Net (loss) income............................ $ (327,000) $ 52,000 $ (644,000) $ (264,000)
Basic and diluted gain (loss) earnings per
common share:
--from continuing operations........... $ 0.06 $ 0.04 $ (0.13) $ 0.01
--from net (loss) income............... $ (0.27) $ 0.04 $ (0.54) $ (0.22)
Weighted average common shares
outstanding--basic and diluted......... 1,200,000 1,200,000 1,200,000 1,200,000
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JANUARY 31, 1999 OCTOBER 31, 1999
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(UNAUDITED)
AS ADJUSTED
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Balance Sheet Data:
Cash and cash equivalents................................... $ 868,000 $ 813,000 $ 6,493,000
Receivables from brokers and dealers........................ 298,000 179,000 179,000
Goodwill, net............................................... 1,637,000 1,582,000 1,582,000
Total assets................................................ 3,915,000 3,863,000 9,543,000
Total liabilities (excluding Subordinated debt)............. 659,000 751,000 751,000
Subordinated debt........................................... 1,000,000 1,500,000 500,000
Total stockholders' equity.................................. $2,256,000 $ 1,612,000 $ 8,292,000
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RISK FACTORS

You should consider carefully the following risks before you decide to
invest in our common stock. Our business, financial condition or results of
operation could be materially adversely affected by any of these risks. Any of
these risks could cause the trading price of our common stock to decline, and
you could lose all or part of your investment.

RISKS RELATING TO OUR BUSINESS

WE HAVE LITTLE HISTORY OPERATING OUR ONLINE BUSINESS UPON WHICH YOU CAN EVALUATE
OUR PERFORMANCE.

We began operating our online systems after a brief testing period. It is
uncertain whether our online business will be able to perform the way we have
anticipated. You should consider our prospects based on the risks, expenses and
difficulties frequently encountered in the operation of a new business in a
rapidly evolving industry characterized by intense competition.

WE MAY NOT BE ABLE TO OFFSET OUR ACCUMULATED DEFICIT AND WE HAVE EXPERIENCED
LOSSES.

We had an accumulated deficit of $658,000 as of October 31, 1999. We may
not realize sufficient net income in the future to offset our accumulated
deficit. We lost money in fiscal 1999 and expect to lose money in fiscal 2000
and may not become profitable.

FAILURE OF OUR SYSTEMS COULD HARM OUR ABILITY TO EXECUTE TRANSACTIONS OR PROCESS
ORDERS WHICH MAY RESULT IN LOSSES FOR OUR CLIENTS AND HARM OUR BUSINESS.

Our success depends on our ability to provide efficient and uninterrupted
high-quality services. Our systems and operations are vulnerable to damage or
interruption from events beyond our control, such as system failures by our
clearing broker, our telephone company and other third party providers. System
failures or service interruptions also could be caused by a breakdown of our own
internal systems, which, for example, could be caused by high levels of client
use. Any significant failure of our systems could create transaction delays for
our customers because we may not be able to process the resulting volume of
telephone orders. Systems failures or service interruptions could result in:

o client inability to satisfy margin obligations;

o substantial losses for our clients;

o loss of client accounts;

o decreased commission revenues; or

o harm to our reputation.

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OUR INABILITY TO OBTAIN ACCURATE INFORMATION, INCLUDING REAL-TIME QUOTES, TRADE
INFORMATION FROM OUR TRANSACTION EXECUTION SYSTEM AND OTHER FINANCIAL
INFORMATION, COULD CAUSE SERVICE INTERRUPTIONS AND CLIENT ATTRITION AND COULD
SUBJECT US TO CLAIMS BY CLIENTS OR THIRD PARTIES.

We rely upon information suppliers to provide accurate data on a real-time
basis. Failure by an information supplier to supply necessary information could
cause service interruptions, harm to our reputation and loss of clients. In
addition, we could be sued by clients if they download and rely upon inaccurate
information from our transaction execution system. We also may be subject to
claims for negligence or copyright or trademark infringement based on the nature
and content of information downloaded by clients from our systems and
subsequently distributed to others. We do not maintain insurance to cover most
of these types of liabilities. Any liability imposed on us or costs incurred in
defending claims not covered by or in excess of our insurance coverage could
materially adversely affect our business, financial condition and operating
results.

BECAUSE WE ARE INVOLVED IN THE SAME BUSINESS AS RESEARCH PARTNERS, CONFLICTS OF
INTEREST AND COMPETITION BETWEEN US MAY ARISE AND COULD RESULT IN A LOSS OF
REVENUES OR BUSINESS OPPORTUNITIES FOR US.

Research Partners is engaged in the full service brokerage and investment
banking business through its broker-dealer subsidiaries, EarlyBirdCapital, GKN
Securities and Research Partners AG, as well as our company. These subsidiaries
may compete for the same clients and business opportunities.

In addition, four of our seven directors are also directors of Research
Partners. There may be circumstances where Research Partners or these directors
take action which could favor one subsidiary over another. Research Partners and
our overlapping directors are not required to resolve any conflict in our favor.
Such decisions may relate to potential acquisitions of businesses, competition,
issuance or disposition of securities, election of new or additional directors
and other matters. Our certificate of incorporation allows overlapping
directors, officers and employees to offer a corporate opportunity to us or to
Research Partners' other subsidiaries and eliminates the liability of these
persons in circumstances which may arise from these conflicts. See
"Business--Relationship with Research Partners" and "--Intercompany services
agreement" and "Certain Transactions" for a more detailed description of our
relationship with Research Partners.

RESEARCH PARTNERS WILL BE ABLE TO CONTROL STOCKHOLDER MATTERS, WHICH MAY LIMIT
THE ABILITY OF MINORITY STOCKHOLDERS TO IMPACT OUR AFFAIRS.

Research Partners will be able to control the outcome of all matters
submitted to a vote of the holders of common stock, including the election of
directors, amendments to our certificate of incorporation and approval of
significant corporate transactions. Upon the conclusion of this offering,
Research Partners will own 55% of our outstanding common stock. This
concentration of stockholder voting power could also delay, deter or prevent a
change in control that might benefit other stockholders.

FUTURE SALES OF SHARES BY RESEARCH PARTNERS COULD ADVERSELY AFFECT THE MARKET
PRICE OF OUR COMMON STOCK.

After completion of this offering, there will be 2,200,000 shares of our
common stock outstanding, of which 1,200,000 shares, or 55%, will be held by
Research Partners.

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Research Partners will be able to sell these shares in the public market from
time to time, subject to limits on the timing, amount and method of these sales
imposed by securities laws, and subject to its agreement that it will not sell
any of its shares without the prior consent of Gaines, Berland Inc. until
24 months after the date of this prospectus.

If Research Partners were to sell a large number of shares following this
offering, the market price of our common stock could decline significantly which
could impair our ability to raise additional capital through the sale of our
equity securities. You should be aware that the possibility of these sales may,
in the future, have a depressive effect on the price of the common stock in any
market which may adversely affect the ability of any investor to market his
shares. Our affiliate may sell its shares during a favorable movement in the
market price of common stock which may have a depressive effect on its price per
share. The perception in the public markets that these sales by Research
Partners might occur could also adversely affect the market price of our common
stock.

WE OPERATE IN A HIGHLY REGULATED INDUSTRY AND COMPLIANCE FAILURES COULD
ADVERSELY AFFECT OUR BUSINESS.

The securities industry in the United States is subject to extensive
regulation. Failure to comply with applicable laws or regulations could subject
us or our employees to disciplinary or other regulatory or legal actions. We
could also become subject to civil lawsuits in the future based on
noncompliance.

In August 1997, while serving in managerial capacities for GKN Securities,
another subsidiary of Research Partners, Roger Gladstone, our chief executive
officer, and David Greenberg, our president and chief operating officer, agreed
to a settlement with NASDR resolving its investigation concerning alleged
excessive markups on warrants of seven companies GKN Securities underwrote and
for which it was a market maker during the period from December 1993 through
April 1996. Mr. Gladstone and Mr. Greenberg entered into the settlement without
admitting or denying NASDR's allegations. Mr. Gladstone consented to a fine of
$50,000 and a suspension from association with any NASD member firm for
30 days, and Mr. Greenberg consented to a $15,000 fine and a ten-day suspension
from any supervisory position with any member of the NASD. We cannot assure you
that NASDR will not, in the future, undertake additional investigations of us or
any of our personnel, including management.

In August 1999 Shochet Securities was found jointly and severally liable
with respect to an arbitration claim by a former customer against Shochet
Securities, a current employee and a former employee regarding unauthorized
execution of transactions in the former customer's account and improper
disbursements from the account during the period from June 1995 through November
1996. The former customer was awarded approximately $211,000 in compensatory and
punitive damages, interest and costs. In November 1999, Shochet Securities
agreed to pay $200,000 to settle the former customer's claim for attorney's
fees. Research Partners paid an aggregate of $411,000 on behalf of Shochet
Securities. Research Partners believes it has a claim against the former owners
of Shochet Securities for indemnification of the amounts it has paid since it
believes that most of the activity upon which the former customer's complaint
was based occurred prior to Research Partners' acquisition of Shochet
Securities. If Research Partners collects under this

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indemnification, it would reduce the amount Shochet Securities would be required
to reimburse Research Partners.

In January 2000, the Division of Securities and Investor Protection of the
Department of Banking of the State of Florida notified us that, based on the
circumstances described in the preceding paragraph, it believed that Shochet
Securities, the current employee and a former member of our management, had
violated provisions of the Florida Securities and Investor Protection Act.
Although the Division of Securities and Investor Protection proposed a
settlement to us at the same time as we were informed of its interest in this
matter, we intend to explore our options to defend or otherwise resolve this
matter. There can be no assurance that this matter will be resolved in a manner
favorable to us. See "Business--Legal Proceedings" and "--Government Regulation"
for a more detailed description of the legal and regulatory environment in which
we operate.

OUR OPERATIONS WOULD BE INTERRUPTED IF THE SERVICES OF OUR CLEARING BROKER ARE
TERMINATED.

We are dependent on the operational capacity and the ability of our
clearing broker, Schroder & Co., for the orderly processing of transactions. Our
clearing agreement may be terminated by either party, upon 60 days' written
notice. Under this agreement, Schroder processes all securities transactions for
our account and the accounts of our clients. Schroder also provides billing
services, extends credit and provides for control and receipt, custody and
delivery of securities. Termination or material interruptions of services
provided by Schroder would have a material adverse effect on our operations. See
"Business--Clearing Arrangements" for a more detailed description of our
relationship with Schroder.

OUR CLEARING FIRM EXTENDS CREDIT TO OUR CLIENTS AND WE ARE LIABLE IF OUR CLIENTS
DO NOT PAY.

We permit our clients to purchase securities on a margin basis or sell
securities short, which means that our clearing firm extends credit to the
client secured by cash and securities in the clients' account. During periods of
volatile markets the value of the collateral held by Schroder could fall below
the amount borrowed by the client. If margin requirements are not sufficient to
cover losses and Schroder sells or buys securities at prevailing market prices,
it may incur losses to satisfy client obligations. We have agreed to indemnify
Schroder for losses it incurs while extending credit to our clients. As of
November 30, 1999, we had approximately $38 million in credit extended to our
clients through Schroder. See "Business--Clearing Arrangements" for a more
detailed description of our relationship with Schroder.

INEFFECTIVE RISK MANAGEMENT METHODS COULD HARM OUR BUSINESS.

Our policies and procedures to identify, monitor and manage our risks may
not be fully effective. Some of our methods to manage risk are based on
historical market behavior and cannot necessarily accurately predict future risk
exposure, which could be greater than the historical measures and correlations
indicate. See "Business--Risk Management" for a more detailed description of our
risk management methods.

EMPLOYEE MISCONDUCT IS DIFFICULT TO DETECT AND COULD HARM OUR BUSINESS.

We run the risk that employee misconduct could occur, including binding us
to transactions that exceed authorized limits or present unacceptable risks, or
hiding unauthorized or unsuccessful activities. This type of misconduct could
result in unknown and undamaged losses. Employee misconduct could also involve
the improper use of confidential information, which could result in regulatory
sanctions and harm to our

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reputation. We may not be able to detect, deter or prevent any of these types of
employee misconduct.

LOSSES DUE TO CUSTOMER FRAUD COULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS.

We are exposed to potential losses resulting from fraud and other
misconduct by customers, such as fraudulent Internet trading (including access
to legitimate customer accounts, or the use of a false identity to open an
account) or the use of forged or counterfeit checks for payment. These types of
fraud may be difficult to prevent or detect. We may not be able to recover the
losses caused by these activities. Any of these losses could have a material
adverse effect on our business, financial condition and operating results.

FAILURE TO COMPLY WITH NET CAPITAL REQUIREMENTS COULD RESULT IN TERMINATION OF
OUR BUSINESS.

Securities broker-dealers are subject to stringent rules with respect to
the maintenance of specific levels of net capital. Net capital is the net worth
(assets minus liabilities) less deductions for some types of assets. If we fail
to maintain required net capital levels, we may be subject to suspension or
revocation of our license, which could ultimately lead to our liquidation. If
the net capital rules are changed or expanded, or if we incur an unusually large
charge against net capital, we might be required to limit or discontinue those
portions of our business that require the intensive use of capital. Our ability
to withdraw capital is restricted, which could limit our ability to pay
dividends, repay debt and redeem or purchase shares of our outstanding stock, if
necessary. A large operating loss or charge against net capital could adversely
affect our ability to expand or even maintain our present levels of business.
See "Business--Government Regulation--Net Capital Requirements" for a more
detailed description of net capital requirements to which we are subject.

THE LOSS OF ROGER GLADSTONE OR DAVID GREENBERG COULD ADVERSELY AFFECT OUR
BUSINESS.

Our continued success will depend to a large extent on the efforts and
abilities of Roger Gladstone, our chief executive officer and chairman of the
board and David Greenberg, our president, chief operating officer and director.
Each of these executives has an employment agreement which expires one year from
the date of this prospectus, and neither of them is obligated to remain employed
by us after the expiration of his agreement. We have no key man insurance on
either of Gladstone or Mr. Greenberg. The loss of either of these executives
could have a material adverse effect on our business.

MARKET DOWNTURNS COULD HARM OUR BUSINESS.

Any long-term stock market decline could result in reduced trading volume
and, consequently, reduced commission revenues. This would cause our business,
financial condition and operating results to be adversely affected because our
overhead expenses remain relatively fixed.

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RISKS RELATING TO THE ONLINE BROKERAGE INDUSTRY

THE EVOLVING NATURE OF THE ONLINE BROKERAGE INDUSTRY MAKES DEMAND FOR OUR
SERVICES UNCERTAIN.

Demand for online brokerage services is uncertain due to its relatively
short history, rapid technological changes, evolving industry standards,
frequent new service and product announcements, introductions and enhancements.
Customers of traditional full commission brokerage firms or discount brokers may
be slow to convert to Internet brokerage services for a variety of reasons,
including security and privacy concerns. If the market for online brokerage
services does not develop as we expect, our business, financial condition and
operating results could be materially adversely affected.

IF THE INTERNET DOES NOT BECOME A VIABLE COMMERCIAL MARKETPLACE, OUR EFFORTS TO
EXPAND INTO THE ONLINE BROKERAGE BUSINESS COULD BE HINDERED.

The use of the Internet could be adversely affected by delays in the
development or adoption of new standards and protocols to handle increased
levels of activity or by increased governmental regulation. Critical issues
concerning the commercial use of the Internet, including security, reliability,
cost, ease of use, accessibility and quality of service remain unresolved. These
issues may hinder the growth of Internet use or the attractiveness of commerce
and communications on the Internet and, therefore impede our ability to grow.

RAPID TECHNOLOGICAL CHANGE COULD CAUSE OUR ONLINE BROKERAGE SYSTEM TO BECOME
LESS ATTRACTIVE TO POTENTIAL AND CURRENT CLIENTS.

Online stock trading is characterized by:

o rapidly changing technology;

o changing client requirements;

o frequent introduction of new services and transaction execution
systems; and

o enhancements and evolving industry standards in computer hardware,
operating systems, database technology and information delivery
systems.

Our inability to respond to any of these changes may cause our online
brokerage systems to become less attractive, compared to those of our
competitors, to potential and current clients. Our business, financial condition
and operating results may be adversely affected if we are unable to anticipate
or respond quickly to any of these or similar developments.

NEW LAWS REGARDING THE INTERNET MAY BE PASSED, WHICH COULD HINDER OUR ABILITY
TO DELIVER OUR ONLINE SERVICES, WHICH COULD ADVERSELY AFFECT OUR BUSINESS.

The legal and regulatory environment that pertains to the Internet is
uncertain and is changing rapidly. New laws and regulations, including
securities laws and regulations, could be difficult to comply with and could
increase our costs of doing business and prevent us from delivering our products
and services over the Internet, which could adversely affect our customer base
and our revenue. In addition to new regulations being

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<PAGE>
adopted, existing laws may be applied to the Internet. New and existing laws may
cover issues that include:

o sales and other taxes;

o access charges;

o user privacy;

o characteristics and quality of products and services; and

o other claims based on the nature and content of Internet materials.

INTENSE COMPETITION FROM EXISTING AND NEW ENTITIES MAY ADVERSELY AFFECT OUR
REVENUES AND PROFITABILITY.

The securities industry in general, and particularly the online brokerage
service segment of the industry, are rapidly evolving, intensely competitive and
have few barriers to entry. We expect competition to intensify in the future.
Many of our competitors have significantly greater financial, technical,
marketing and other resources and offer a wider range of services and financial
products and have greater name recognition and a larger client base. Some of our
competitors operate branch offices and online brokerage businesses. These
competitors may be able to adapt more quickly to new or changing opportunities,
technologies and client requirements and may be able to undertake more extensive
promotional activities, offer more attractive terms to clients and adopt more
aggressive pricing policies. We may not be able to compete effectively with
current or future competitors. See "Business--Competition" for a more detailed
description of the competitive environment in which we operate.

OUR EXPOSURE TO POTENTIAL SECURITIES LITIGATION COULD ADVERSELY AFFECT OUR
BUSINESS.

Many aspects of the securities brokerage business, including online trading
services, involve substantial risks of liability in connection with the
distribution of securities and claims by dissatisfied customers for fraud,
unauthorized trading, churning, mismanagement and breach of fiduciary duty.
There has been an increasing incidence of litigation involving the securities
brokerage industry, including class action and other suits that generally seek
substantial damages, including in some cases punitive damages. From time to
time, we are involved in lawsuits and arbitrations. This type of litigation
could have a material adverse effect on our business, financial condition and
operating results. See "Business--Legal Proceedings" for a more detailed
description of our involvement in an arbitration proceeding.

RISKS RELATING TO THIS OFFERING

WE WILL USE 15% OF THE PROCEEDS OF THIS OFFERING TO REPAY DEBT TO RESEARCH
PARTNERS AND HAVE BROAD DISCRETION REGARDING THE APPLICATION OF ALL OF THE
PROCEEDS.

We have allocated approximately $1,000,000, or 15%, of the estimated net
proceeds of this offering to repay debt owed to Research Partners and will not
have these funds for future operations. You may not agree with our application
of any of the proceeds, over which we will have broad discretion. See "Use of
Proceeds" for a more detailed description of how we intend to use the proceeds
of this offering.

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<PAGE>
THERE HAS BEEN NO PRIOR MARKET FOR OUR COMMON STOCK AND THE MARKET PRICE OF THE
SHARES MAY FLUCTUATE.

There has been no market for our common stock prior to this offering. The
price of our common stock after the offering may fluctuate widely and may trade
at prices significantly below its initial public offering price. We cannot
guarantee that a trading market for our common stock will develop or, if a
market does develop, the depth of the trading market for the common stock or the
prices at which the common stock will trade.

WE COULD HINDER OR PREVENT A CHANGE IN CONTROL BY ISSUING PREFERRED STOCK.

Our certificate of incorporation authorizes the issuance of "blank check"
preferred stock by our board of directors. If issued, the preferred stock could
adversely affect the voting power or other rights of our stockholders or be
used, to discourage, delay or prevent a change in control, which could have the
effect of discouraging bids for us and prevent stockholders from receiving
maximum value for their shares. Although we have no present intention to issue
any shares of preferred stock, we cannot assure you that we will not do so in
the future.

INVESTORS IN THIS OFFERING WILL INCUR SUBSTANTIAL IMMEDIATE DILUTION.

The public offering price of our common stock is substantially higher than
the net tangible book value per share of our common stock immediately after this
offering. Therefore, if you purchase our common stock in this offering, you will
incur immediate dilution of approximately $4.97 per share or 62% per share from
the price you will pay in the offering. See "Dilution" for a more detailed
description of the dilution you will incur if you purchase our common stock
in this offering.

FORWARD-LOOKING STATEMENTS

Some of the statements contained in this prospectus are forward-looking and
may involve a number of risks and uncertainties. Those statements are subject to
known and unknown risks, uncertainties and other factors that could cause our
actual results to differ materially from those contemplated by the statements.
We caution you that these forward-looking statements are only predictions. We
cannot assure you that the future results predicted, whether expressed or
implied, will be achieved. The forward-looking statements are based on current
expectations, and we are not obligated to update this information.

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<PAGE>
USE OF PROCEEDS

We estimate that we will receive proceeds from the sale of our common stock
in this offering of approximately $6,680,000, or approximately $7,736,000 if the
underwriters exercise their over-allotment option in full, after deducting
underwriting discounts and commissions and other expenses payable by us
estimated at $1,320,000, or approximately $1,464,000 if the underwriters
exercise their over-allotment option in full. We intend to use the proceeds
approximately as follows:

<TABLE>
<CAPTION>
PERCENT OF
APPLICATION AMOUNT NET PROCEEDS
- ------------------------------------------------------------------------ ---------- ------------
<S> <C> <C>
Advertising and promotion............................................... $3,000,000 45%
Repayment of debt owed Research Partners................................ 1,000,000 15
Branch office expansion, hiring of personnel............................ 700,000 10
Technology improvements................................................. 700,000 10
Working capital and general corporate purposes.......................... 1,280,000 20
---------- ------
Total................................................................ $6,680,000 100%
---------- ------
---------- ------
</TABLE>

We intend to focus our advertising and promotional efforts on radio,
television and newspaper campaigns. In addition, we plan to sponsor seminars and
educational programs on topics such as estate planning and tax savings
workshops. We will advertise our business on our website and will seek ventures
with other synergistic businesses with a presence on the Internet to provide
links to our site. We estimate that we will need to hire at least four
additional personnel to accomplish the above.

Technological upgrades will include additional software and programming for
our website and additional leasing and purchasing of hardware, which may include
servers, workstations, networking equipment and telecommunications equipment.

Proceeds not immediately required for the purposes described above will be
invested principally in United States government securities, short-term
certificates of deposit, money market funds or other short-term interest-bearing
investments. We will use a portion of the proceeds from this offering to retire
$1,000,000 of the $1,500,000 of subordinated debt owed by us to Research
Partners, all of which was provided to us by Research Partners to satisfy our
net capital requirements. The note being repaid was issued when Research
Partners purchased Shochet Securities; it bears an annual interest rate of 12%
and must be repaid by May 31, 2000. The remaining $500,000 was issued in August
1999; it bears an annual interest rate of 8% and must be repaid by August 31,
2001. Based upon our current business plan, we believe that the funds generated
by this offering will be sufficient to fund our capital requirements for at
least 24 months from the date of this prospectus. Any funds realized from the
underwriters' exercise of their over-allotment option will be used for working
capital.

DIVIDEND POLICY

We expect to retain all earnings generated by our operations for the
development and growth of our business, and do not anticipate paying any cash
dividends to our stockholders in the foreseeable future. The payment of future
dividends on the common stock and the rate of such dividends, if any, will be
determined by our board of directors in light of our earnings, financial
condition, capital requirements and other factors. Our ability to pay dividends
in the future may also be restricted by Shochet Securities' obligations to
comply with the net capital requirements imposed on broker-dealers by the SEC
and the NASD.

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<PAGE>
DILUTION

At October 31, 1999, after giving effect to our reorganization into a
holding company structure in November 1999, we had a pro forma net tangible book
value of ($22,000) or ($0.02) per share of common stock. Net tangible book value
is equal to total tangible assets minus total liabilities. Our net tangible book
value per share is calculated by dividing our net tangible book value by
1,200,000, the total number of shares of common stock outstanding.

At October 31, 1999, after giving pro forma effect to the sale of 1,000,000
shares of common stock in this offering at an assumed initial public offering
price of $8.00 per share and the receipt by us of the net proceeds from this
offering, our pro forma net tangible book value at October 31, 1999 would have
been approximately $6.7 million, or approximately $3.03 per share of common
stock. The dilution is $4.97 per share, or approximately 62%, less than the
price you are paying per share in this offering. The following table illustrates
this dilution:

<TABLE>
<S> <C>
Assumed public offering price per share............................................. $8.00
-----
Net tangible book value per share of common stock as of
October 31, 1999........................................................... (0.02)
Increase per share attributable to sale of common stock in
this offering.............................................................. 3.05
-----
Pro forma net tangible book value per share of common stock
after this offering.............................................................. 3.03
-----
Dilution per share of common stock to investors in this offering.................... $4.97
-----
-----
</TABLE>

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<PAGE>
CAPITALIZATION

The following table sets forth our capitalization. The Actual column shows
our capitalization as of October 31, 1999 after giving effect to our
reorganization into a holding company structure in November 1999. The Pro forma
column shows our capitalization on October 31, 1999, on a pro forma basis
adjusted to reflect our reorganization, the issuance of 1,000,000 shares of
common stock in this offering at an assumed public offering price of $8.00 per
share and the repayment of $1,000,000 of debt.

<TABLE>
<CAPTION>
OCTOBER 31, 1999
-----------------------
ACTUAL PRO FORMA
---------- ----------
<S> <C> <C>
Long term borrowings:
Subordinated debt............................................................. $1,500,000 $ 500,000
---------- ----------
Stockholders' equity:
Preferred stock, $.0001 par value; 1,000,000 shares authorized; no shares
outstanding................................................................. -- --
Common stock, $.0001 par value; 15,000,000 shares authorized; 1,200,000 shares
issued and outstanding (actual); 2,200,000 shares issued and outstanding
(pro forma)................................................................. -- --
Additional paid-in capital.................................................... 2,270,000 8,950,000
Accumulated deficit........................................................... (658,000) (658,000)
---------- ----------
Total stockholders' equity................................................. 1,612,000 8,292,000
---------- ----------
Total capitalization....................................................... $3,112,000 $8,792,000
---------- ----------
---------- ----------
</TABLE>

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<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following analysis of the consolidated results of operations and
financial condition of us and Shochet Securities should be read in conjunction
with our consolidated financial statements included elsewhere in this
prospectus.

BUSINESS ENVIRONMENT

Our primary business activity, full service discount brokerage, is subject
to general economic and market conditions and the volatility of trading markets.
The nine-month period ended October 31, 1999 was characterized by favorable
market conditions, which represented a recovery from the negative effects caused
by volatile market conditions which characterized most of fiscal 1999.

Our focus is to develop our presence as an Internet brokerage firm and
continue to develop our physical presence as a premier discount broker in
Florida. This focus led us to discontinue the on-site day trading segment of our
business in July 1999 which had proven unprofitable. The results of operations
of the on-site day trading has been separately disclosed in the statement of
operations as discontinued operations.

The results of operations for the nine-month period ended October 31, 1999
are not necessarily indicative of the expected results for the entire fiscal
year.

RESULTS OF OPERATIONS

NINE MONTHS ENDED OCTOBER 31, 1999 VS. SIX MONTHS ENDED OCTOBER 31, 1998

Net loss for the nine months ended October 31, 1999 was $644,000, as
compared to $264,000 for the nine months ended October 31, 1998. Loss from
continuing operations for the nine months ended October 31, 1999 was $149,000,
as compared to income of $7,000 for the same period in fiscal 1999. Basic and
diluted loss per share of common stock was $0.54 for the first nine months of
fiscal 2000, compared to $0.22 for the comparable period of fiscal 1999. Basic
and diluted loss from continuing operations per common share was $0.13 for the
nine-month period in fiscal 2000, as compared to earnings of $0.01 per common
share for the same period in fiscal 1999.

REVENUES

Total revenues increased by 7% to $6,002,000 for the first nine months of
fiscal 2000, as a result of increases in all revenue categories.

Commission revenues increased by 4%, or $185,000, in the first nine months
of fiscal 2000. This was due to a 33% increase in trade volume, partially offset
by a 22% decrease in average commissions per ticket.

Interest revenues increased 38%, or $167,000, in fiscal 2000 as a result of
increased interest on customer balances held at our clearing firm.

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<PAGE>

Other revenues increased 228%, or $41,000 primarily due to the collection
of inactive account fees in fiscal 2000 and increased order flow income in
fiscal 2000 as compared with fiscal 1999.

EXPENSES

Total expenses for the first nine months in fiscal 2000 were $6,151,000, a
9% increase from $5,622,000 for the same period in fiscal 1999. The increase is
attributable to increases in all expense categories, except for a decrease in
business development expenses.

Compensation and benefits expense increased 6% or $173,000. The majority of
these expenses are variable because commissions to brokers are paid as a
percentage of commission revenues generated. The increase is consistent with the
increase in commission revenue for the same period.

Brokerage, clearing and exchange fees increased 8%, or $63,000. This
increase is consistent with our increase in trade volume.

Occupancy and equipment expense increased 5%, or $29,000, primarily due to
costs associated with technological improvements in other branches.

Communications expenses remained consistent between fiscal 1999 and fiscal
2000.

Management fee expense of $171,000 was consistent with the same period in
the prior year. We pay GKN Securities a management fee for services rendered to
us in connection with its provision of accounting, legal, compliance and
executive management services.

Business development expenses decreased by 22%, or $19,000, due to
decreased promotional activities in continuing business lines.

Professional fees increased 26%, or $18,000, primarily due to consulting
services in connection with technological and structural improvements throughout
several branch offices.

Other expenses increased 76%, or $267,000 primarily due to a reserve for
contingencies recorded in the third quarter of fiscal 2000 related to an
arbitration claim by a former customer against Shochet Securities.

INCOME TAXES

For the nine months ended October 31, 1999, we incurred no income tax
expenses, due to our net operating loss for the year to date. Additionally, we
have recognized a valuation reserve for the recognition of future deferred tax
benefits of $206,000 for the nine months ended October 31, 1999. The tax benefit
recognized for the nine months ended October 31, 1998 resulted primarily from
the loss from discontinued operations, partially offset by the gain from
continuing operations.

DISCONTINUED OPERATIONS

On July 31, 1999, management discontinued the operations of the on-site day
trading segment of our business. Losses from the discontinuation of this segment
were estimated and recorded at this date and are included in loss from
discontinued operations for the nine

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<PAGE>

months ended October 31, 1999 of $495,000, which compares with losses of
$271,000 for the nine months ended October 31, 1998. All equipment and contracts
utilized by this segment are being renegotiated to be used by other branches of
our company, so that management does not expect the costs of disposal to
generate additional losses.

YEAR ENDED JANUARY 31, 1999 VS. YEAR ENDED JANUARY 31, 1998

Net loss for the year ended January 31, 1999 was $327,000 as compared with
a net gain of $52,000 for the year ended January 31, 1998. Income from
continuing operations for the year ended January 31, 1999 was $75,000 as
compared to $52,000 for the same period in fiscal 1998. Basic and diluted loss
per share of common stock was $0.27 for fiscal 1999 as compared to a gain of
$0.04 per share for fiscal 1998. Basic and diluted earnings from continuing
operations per common share was $0.06 for fiscal 1999 as compared to $0.04 per
common share for fiscal 1998.

REVENUES

Total revenues increased by 17% to $7,753,000 for fiscal 1999 as a result
of increases in commission and interest revenue, partially offset by a decrease
in other revenues.

Commission revenues increased by 20%, or $1,193,000, in fiscal 1999 over
the prior year. This was due to increased trade volume, partially offset by a
decrease in average commissions per ticket as a result of the competitive impact
of online brokers.

Interest revenues increased 3%, or $17,000, in fiscal 1999 as a result of
increased interest on customer balances held at our clearing firm.

Other revenues decreased 72%, or $64,000, primarily due to lower trading
gains and reduced order flow in fiscal 1999 as compared to fiscal 1998.

EXPENSES

Total expenses for fiscal 1999 were $7,653,000, an 18% increase from fiscal
1998. The increase is attributable to increases in all expense categories as
discussed in detail below, with the exception of a decrease in business
development expenses.

Compensation and benefits expense increased 22%, or $763,000. The majority
of these expenses are variable because commissions to brokers are paid as a
percentage of commission revenues generated. The increase is consistent with the
increase in commission revenue for the same period.

Brokerage, clearing and exchange fees increased 5%, or $57,000. This
increase is consistent with our increase in trade volume.

Occupancy and equipment expense increased 20% or $120,000 primarily due to
the opening of a new branch office in Delray Beach.

Communications expenses increased 23%, or $124,000. This increase is
consistent with our increase in trade volume.

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<PAGE>

Management fee expense incurred in connection with accounting, legal,
compliance and executive management services provided by GKN Securities of
$228,000 was comparable with the same period in the prior year.

Business development expenses decreased by 2%, or $2,000, due to decreased
promotional activities in continuing business lines.

Professional fees increased 38%, or $26,000, primarily due to the opening
of a new branch office in Delray Beach and additional use of computer system
consultants.

Other expenses increased 19%, or $80,000, primarily due to the opening of a
new branch office in Delray Beach and the costs of maintaining the other
branches.

INCOME TAXES

For the year ended January 31, 1999, we recognized a total tax benefit of
$107,000, primarily resulting from the loss from discontinued operations,
partially offset by the gain from continuing operations and recognition of a
valuation reserve for the recognition of future deferred tax benefits of
$10,000. This compares to a $70,000 expense in the prior year as a result of the
gain from operations.

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

The average number of common shares outstanding used in the computation of
basic and diluted loss per common share was 1,200,000 for each of the fiscal
periods presented.

LIQUIDITY AND CAPITAL RESOURCES

Approximately 33% of our assets at October 31, 1999 were highly liquid,
consisting primarily of cash and cash equivalents, securities inventories and
receivables from other broker-dealers, all of which fluctuate depending upon the
levels of customer business and trading activity. Receivables from
broker-dealers, which are primarily from our clearing broker, turn over rapidly.
As a securities dealer, we may carry significant levels of securities
inventories to meet customer needs. Our inventory of securities is readily
marketable; however, holding large blocks of the same security may limit
liquidity and prevent realization of full market value for the securities. The
total assets or the individual components of total assets may vary significantly
from period to period because of changes relating to customer demand and
economic and market conditions.

Our brokerage subsidiary, Shochet Securities, is subject to the net capital
rules of the NASD and the SEC. Therefore, we and Shochet Securities are subject
to restrictions on the use of capital and related liquidity. In August 1999,
Research Partners contributed $500,000 of additional regulatory capital in the
form of subordinated debt. Shochet Securities' net capital position as of
October 31, 1999, was $496,000, which was $396,000 in excess of its net capital
requirements.

In February 2000, Research Partners loaned $1,500,000 to Shochet Holding in
the form of a demand promissory note bearing an interest rate of 8% per annum.
Shochet Holding, in turn, contributed $500,000 as additional paid-in capital of
Shochet Securities. In March 2000, Shochet Holding lent the remaining $1,000,000
to Shochet Securities as a temporary subordinated loan, as defined by the NASD.
Both of these transactions were effected in order to support the net capital
position of Shochet Securities in its role as an underwriter of the initial
public offering of Shochet Holding. Upon the successful conclusion of the
initial public offering and the approval of the NASD, Shochet Securities will
repay to Shochet Holding $1,000,000 and Shochet Holding will repay to Research
Partners $1,500,000.

We continually review our overall capital and funding needs to ensure that
our capital base can support the estimated needs of our business. Our review
takes into account business needs as well as regulatory capital requirements of
our subsidiary. Based upon these reviews, we believe that the funds generated by
this offering will be sufficent to fund

21
<PAGE>

our capital requirements for at least 24 months from the date of this
prospectus. We will use a portion of the proceeds from this offering to repay
$1,000,000 of subordinated debt owed Research Partners. We will also use a
portion of these proceeds to fund our expansion into the online brokerage
business.

OTHER MATTERS

YEAR 2000 COMPUTER ISSUE

We initiated a firm-wide program to address the Year 2000 computer issue in
order to prepare our computer systems and applications to accurately process
dates after December 31, 1999. This program consisted of a series of steps to
identify all critical and non-critical systems, determine Year 2000 compliance
through inquiries and testing and to change non-compliant systems. In addition,
we contacted all of our vendors regarding this issue, and received assurances
from all of them that they did not anticipate any Year 2000 problems. Our
program was substantially in place as of December 1, 1999, and, to our
knowledge, has prevented any problems associated with the Year 2000 computer
issue. Our entire program cost less than $200,000. We do not foresee the
occurrence of any Year 2000 problems in the future.

LEGAL PROCEEDINGS

In the ordinary course of business, we and our principals are, and may
become a party to, legal or regulatory proceedings or arbitrations.

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<PAGE>
BUSINESS

INTRODUCTION

We provide a range of financial services through our wholly-owned operating
subsidiary, Shochet Securities, including full service discount brokerage and
online brokerage services. We provide our clients traditional brokerage services
in equities and fixed income securities options, annuities and mutual funds.
Shochet Securities operates five branch offices, all of which are in Florida:
Hallandale, Miami Beach, South Miami, Tamarac and Delray Beach. Our revenues
have been derived primarily from commissions from brokerage services.

We incorporated in Delaware in July 1999, and we acquired all of the
outstanding shares of Shochet Securities from Research Partners in November 1999
in exchange for 1,200,000 newly-issued shares of our common stock. Research
Partners had acquired all of the oustanding common stock of Shochet Securities
in November 1995. Shochet Securities is our operating broker-dealer subsidiary
and was incorporated in Florida in February 1980, and is a member of the NASD.
Research Partners was incorporated in Delaware in 1987 and has been publicly
traded since 1996. Research Partners is currently our sole stockholder and upon
the completion of this offering, it will own 55% of our outstanding common
stock.

STRATEGY

We intend to establish ourselves as a premier Internet brokerage firm and
continue to develop our presence as a discount broker in Florida. We believe
that our advantage over other online brokers lies with our securities brokerage
industry experience embodied by our employees. Our strategy includes the
following elements:

o Leverage our existing operations capabilities and experienced
management team to build our online brokerage business. We believe
that our account representatives and our longevity in the brokerage
industry have contributed to our reputation as a quality brokerage
firm. Our expertise derives from over 18 years of operation and will
provide the backbone of our online brokerage services business.

o Emphasize the role of the broker in our online service offerings.
Each of our online customers is assigned a broker to service his or
her account. The customer will decide how active a role the broker
plays in the customer's investment decisions. The customer may trade
online without assistance or may call upon the broker for investment
advice and execute trades through the broker. Our online services
complement the services provided by our brokers and appeal to those
clients who may feel that their needs are not met by large
online-only brokerage firms.

o Open branch offices and mini-offices. We intend to open new branch
offices to expand our presence into areas of Florida where currently
we are not represented. We plan to increase our visibility further by
opening mini-offices: smaller satellite office located in highly
trafficked areas, each within a short drive of a branch office,
staffed by two to four brokers.

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<PAGE>
INDUSTRY OVERVIEW

The securities brokerage industry has recently undergone a period of
significant change, led by electronic and online commerce. Internet and online
services have created new methods of conducting business for organizations and
individuals that have traditionally conducted business in person, through the
mail or over the telephone. Consumers have shown a growing desire to transact
various types of business electronically, such as bill payment and trading
securities. Online commerce has enabled individuals to execute these
transactions faster, less expensively and more conveniently than could be
conducted previously.

Prior to the 1975 passage of a law that deregulated brokerage commissions,
an individual investor could access the financial markets only through a
full-commission broker. The deregulation of brokerage commissions led to the
emergence of the discount brokerage firms, which gave rise to the electronic
brokerage firms. Electronic brokerage services permit investors to reduce
further brokerage costs and expand clients' access to information. As investors
obtain more access to investment information, we believe they will desire
greater control over their financial decisions and seek alternative ways to
invest more conveniently and cost-effectively. We believe that this trend has
created a growing opportunity to provide online trading services that are easy
to use, cost-effective and secure.

In recent years, there has been substantial growth in the ownership of
equity and fixed income securities worldwide. According to the Investment
Company Institute, total financial assets of U.S. households were $14.0 trillion
at the end of 1995, and are expected to grow to over $22.5 trillion by the year
2000. These assets are invested in, among other things, more than 8,500 publicly
traded companies in the United States, including more than 2,900 companies that
have completed initial public offerings in the last five years, and thousands
more internationally. The growth in financial assets has resulted from a number
of factors, including an increase in the number of mutual funds and increased
cash flows into those mutual funds, households allocating more of their assets
to equity investments, sustained high returns in the equity markets over a
number of years, and lower trading costs as a result of regulatory changes and
improved technologies.

The online brokerage services segment of the brokerage industry has
undergone rapid growth and is expected to continue to grow significantly. Piper
Jaffray estimates that at June 30, 1999, there were 9.7 million online accounts,
compared to 3.7 million in 1997 and 7.3 million in 1998. Piper Jaffray also
reported a daily average of 547,500 online trades during the three months ended
June 30, 1999. Earlier this year, CS First Boston estimated that online trades
account for almost one in every six stock market trades. Forrester Research
predicts that by 2003, 9.7 million households in the United States will hold
greater than $3 trillion in 20.4 million accounts, compared to $415 billion in
1998, an increase of more than 700%.

TRADITIONAL PRODUCT LINES

EQUITIES

We offer access to all United States equities and to equities in most
foreign markets. We do not make markets in equity securities and do not maintain
any inventory positions of equities for customers to purchase, except that we
take principal positions on a case-by-case basis only to facilitate customer
transactions. Equity executions are automatically

24
<PAGE>
routed to a third party market maker, wholesale trader or an electronic clearing
network to achieve the best execution for our customers.

FIXED INCOME

We maintain a trading desk to locate, buy and sell fixed income securities,
such as municipal bonds, corporate bonds, government securities, notes and other
fixed income products. We maintain inventories in fixed income securities on a
case-by-case basis only to facilitate customer transactions.

RESEARCH SERVICES

We provide our customers with research conducted by several sources
including Ryan, Beck & Co. Southeast Research Group, EarlyBirdCapital and our
clearing firm, Schroder. We make this research available in our branches,
enclose it in customer statements and provide it on our website.

MUTUAL FUNDS

We sell and market mutual funds to our customers from numerous mutual fund
providers. Our customers have access to over 4,000 mutual funds through
Schroder.

INSURANCE PRODUCTS

Our insurance division markets a range of fixed and variable annuities,
universal life insurance, term life insurance, long term health care insurance
and other insurance products. We expect to increase our marketing efforts of
these and related products.

OTHER PRODUCTS AND SERVICES

We offer additional investment products, such as retirement accounts, check
writing, cash management accounts, debit cards and other products.

ONLINE BROKERAGE SERVICES

Our online brokerage services enable customers to:

o enter orders to sell or buy equities;

o review the securities positions in their portfolios with real-time
posting of positions;

o determine their buying power and margin balances (if applicable);

o obtain real-time and delayed stock quotes.

Our website offers earnings reports, stock performance, charting and
screening capabilities, company news and other research.

INVESTMENT BANKING

We intend to expand our full-service operations to include investment
banking. We have recently received approval to co-manage or participate as a
selling group member in public offerings. Our customers will have the ability to
participate in corporate finance transactions, including initial public
offerings and private placements of other companies, distributed through our
sister company, EarlyBirdCapital. This product line will provide an additional
source of revenue for us.

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<PAGE>
MARKETING AND ADVERTISING

Historically, our marketing efforts have been limited to advertisements in
local news publications and local radio. We intend to build brand awareness,
attract new customers and sell our existing customers additional products and
services by marketing our online brokerage services through advertisements
appearing in various online sites, in a broader variety of newspapers and
magazines, on the radio and through inserts appearing in monthly customer
statements. To date, these efforts have been limited. In addition, we plan to
sponsor seminars and educational programs on topics such as estate planning and
tax savings workshops.

CLEARING ARRANGEMENTS

We do not hold any funds or securities of our clients nor do we directly
execute and process either our own or our clients' securities transactions. We
currently carry our customer accounts and clear our customer orders through
Schroder. Each account carried by Schroder is covered by the Securities
Investors Protection Corporation, or SIPC, which provides each client insurance
for an aggregate of $500,000 in assets, which includes a maximum of $100,000 in
cash or cash equivalents. Each account carries an additional $99.5 million in
coverage, which coverage is provided by an outside insurance company.

Our agreement with Schroder provides that it process all securities
transactions for our account and the accounts of our clients for a fee. Services
include billing and credit control and receipt, custody and delivery of
securities, for which we pay a per ticket charge. We have agreed to indemnify
and hold Schroder harmless from certain liabilities or claims, including claims
arising from the transactions of its clients, which could be material in amount.
Our clearing agreement may be terminated by either party upon 60 days' written
notice. We depend on the operational capacity and the ability of Schroder for
the orderly processing of transactions.

Clients' securities transactions are effected on either a cash or margin
basis. In connection with margin transactions, credit is extended to a client,
collateralized by securities and cash in the client's account, for a portion of
the purchase price. The client is charged for margin financing at interest rates
based on the brokers' call rate plus an additional amount. The brokers' call
rate is the prevailing interest rate charged by banks on secured loans to
broker-dealers.

Margin lending is subject to the margin rules of the board of governors of
the Federal Reserve system. Margin lending subjects us to the risk of a market
decline that would reduce the value of our collateral below the clients'
indebtedness before the collateral can be sold. In conformance to industry
standards, during a market downturn we require each client to deposit additional
securities or cash in the margin account to ensure that the amount of the loan
does not exceed a set percentage (on a sliding scale from 50% to 65%, generally)
of the market value of securities in the account. Margin interest we derive is
shared on a sliding scale basis with Schroder.

ACCOUNT SECURITY

We use proprietary and industry standard security measures to protect our
clients' assets. Online clients will be assigned individual account numbers,
user identification and passwords that must be input each time they log on to
the system. In accordance with

26
<PAGE>
standard industry practices, telephone orders require authentication through
personal identification numbers, passwords or other personal information. In
addition, our trade processing system compares our accounts database with the
clearing firm's account information on a daily basis to detect any
discrepancies.

We rely on encryption and authentication technology, including public key
cryptography technology licensed from other parties, to provide the security and
authentication necessary to effect the secure exchange of information.

Firewalls and other software limit not only system access to the authorized
users, but also the authorized users to specifically approved applications. This
filter-software prevents unauthorized access to critical areas of our system
such as account information.

We have implemented policies relating to the transfer or withdrawal of
funds by clients to prevent unauthorized withdrawals. Checks will be issued only
in the account holder's name and wire transactions will be sent only to a bank
account in the account holder's name.

CLIENT SUPPORT

Our client service organization handles product and service inquiries and
addresses all brokerage and technical questions. Live client support is
available 10 hours a day from 8:00 a.m. to 6:00 p.m. EST Monday through Friday.
We intend to employ 10-12 client service associates, who will be available to
accept and execute client orders, research past trades, discuss account
information, and provide detailed technical support to those customers not
requiring the attention of our full service brokers. A separate technical team
will assist clients with technical issues.

RISK MANAGEMENT

Our risk management is implemented through a risk management principal, our
legal and compliance departments and an operations group comprised of our
personnel and Research Partners' supervisory personnel.

RISK MANAGEMENT

Our in-house risk management principal monitors and maintains firm and
customer margin credit and securities concentrations and monitors our adherence
to securities and lending regulations.

LEGAL AND COMPLIANCE

Aided by Research Partners's legal and compliance departments, we maintain
a comprehensive compliance program, which monitors and implements policies to
ensure our adherence to securities laws, regulations and rules, rules imposed by
the self-regulatory organizations, lending rules and other similar rules and
regulations to which we are subject. Our own compliance department will continue
to operate in conjunction with Research Partners' compliance department for the
foreseeable future.

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<PAGE>
OPERATIONS

Our operations department plays a key role in the day-to-day function and
control of our business. Its duties include ensuring that all checks have been
properly deposited into customer accounts, that all disbursements have been
distributed accurately and that all customer account applications are processed
correctly, among others.

RELATIONSHIP WITH RESEARCH PARTNERS

Four of our seven directors serve simultaneously as officers or directors
of Research Partners or its other subsidiaries. Service as a director or officer
of both us and Research Partners or its subsidiaries could create conflicts of
interest if these directors and officers are faced with decisions that could
have materially different implications for us and for Research Partners. If and
when a conflict of interest arises, our directors intend to take all actions
necessary to comply with their fiduciary duties to our stockholders under
Delaware law. Our charter provides for the limitation of liability of our
officers, directors and employees who serve in similar capacities for Research
Partners in situations where there may be a breach of fiduciary duty caused by
conflicts of interest between us and Research Partners.

We have entered into an intercompany services agreement with Research
Partners and its subsidiaries. Its material terms are summarized below. This
agreement was not negotiated on an arms'-length basis, but we believe its terms
are no less favorable to us than those that could have been obtained from an
unaffiliated third party. Our by-laws also provide that we will not enter into
new material agreements with Research Partners unless those agreements are
approved by a majority of our directors who are not affiliated with Research
Partners. This provision can be amended only by a majority of non-affiliate
directors.

INTERCOMPANY SERVICES AGREEMENT

The intercompany services agreement permits us to obtain services as needed
from Research Partners and its affiliates on a cost reimbursement basis. The
services we anticipate receiving under the agreement include accounting and
bookkeeping, financial planning and financial reporting, internal audit, legal,
computer management, records management, payroll management, purchasing
assistance, regulatory compliance, marketing, human resources management and
compliance, tax reporting and tax filing, office services and office space. We
may change the scope of services or obtain them from another party at our
discretion. Services provided by Research Partners will be performed by
personnel of Research Partners or one of the subsidiaries, who will be held to a
standard of care equal to that of their work for their employer. Either Research
Partners or we may cancel the agreement upon 60 days' notice. Additionally,
either party may cancel the agreement in the event of breach by the other party
which has not been cured, or by liquidation, bankruptcy or insolvency of the
other party. We, in turn, will provide services to Research Partners when
requested, also on a cost reimbursement basis. The terms of this agreement may
not be changed unless a majority of our non-affiliate directors consent. Unless
terminated earlier, the agreement will be effective until the earlier of the
date Research Partners owns less than 50% of our outstanding capital stock or
three years from the date of this prospectus.

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<PAGE>

COMPETITION

We encounter intense competition in all aspects of the securities business
and compete directly with other securities firms, a significant portion of which
have greater capital and other resources. Our competition includes traditional
full service and discount brokerage firms that also utilize the Internet to
transact retail brokerage business, including Merrill Lynch & Co., Charles
Schwab, TD Waterhouse Securities, Morgan Stanley Dean Witter & Co, Quick and
Reilly and Prudential Securities. Additionally, we face competition from
Internet-based firms such as Datek Securities Corp., Ameritrade and E*Trade,
Inc. Other sources of competition, such as commercial banks, mutual funds, and
insurance companies, have entered our market. We believe that the principal
factors affecting competition in the securities industry are the quality and
abilities of professional personnel and the quality, range and relative prices
of services and products offered. While we do not expect to provide the lowest
commissions available, we expect to compete on the basis of quality customer
service and availability of professional advice and service.

A wide range of prices, services and products exist among firms that are
primarily Internet-based brokerage operations. Many firms, such as Datek,
Ameritrade and E*Trade feature listed commission prices lower than ours. Unlike
us, however, these firms do not assign a permanent full service broker ready to
assist the client when needed.

Other firms such as Muriel Siebert, Quick & Reilly and Merrill Lynch Direct
feature branch office networks similar to ours and, like us, assign brokers to
their customers' online accounts. However, when an Internet client of these
firms trades with his or her assigned broker, the customer is charged the same
listed commission as a non-Internet client. When one of our online clients uses
his or her assigned broker, on the other hand, the client is charged a
commission discounted from commissions charged to our non-Internet clients.

GOVERNMENT REGULATION

The securities industry in the United States is subject to extensive and
frequently changing federal and state laws and substantial regulation by the SEC
and various state agencies and regulatory organizations, such as the NASD.
Shochet Securities is registered as a broker-dealer with the SEC and is a member
firm of the NASD. Much of the regulation of broker-dealers has been delegated to
self-regulatory organizations, principally NASD Regulation, Inc., known as
NASDR, which has been designated by the SEC as the primary regulator of Shochet
Securities. NASDR adopts rules that govern members of the NASD and conducts
periodic examinations of member firms' operations. Securities firms are also
subject to regulation by state securities administrators in those states in
which they conduct business. Shochet Securities is registered as a broker-dealer
in 38 states and the District of Columbia.

Broker-dealers are subject to regulations which cover all aspects of the
securities business, including sales methods and supervision, trading practices
among broker-dealers, use and safekeeping of customers' funds and securities,
capital structure of securities firms, record keeping and the conduct of
directors, officers and employees. Additional legislation, changes in rules
promulgated by the SEC and self-regulatory organizations or changes in the
interpretation or enforcement of existing laws and rules may directly affect the
mode of

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<PAGE>
operation and profitability of broker-dealers. The SEC, self-regulatory
organizations and state securities commissions may conduct administrative
proceedings that can result in censure, fine, the issuance of cease-and-desist
orders or the suspension or expulsion of a broker-dealer, its officers or
employees. The principal purpose of regulation and discipline of broker-dealers
is the protection of customers and the integrity of the securities markets.

We are subject to federal and state securities laws which govern the offer
and sale of securities and the operation of the securities markets and
broker-dealers. When enacted, these securities laws did not contemplate the
conduct of a securities business through the Internet. Although the SEC has
provided guidance on various issues related to the offer and sale of securities
and the conduct of a securities business through the Internet, the application
of the laws to the conduct of a securities business through the Internet
continues to evolve.

NET CAPITAL REQUIREMENTS

The SEC, NASD and other self-regulatory agencies have stringent rules
requiring the maintenance of specific levels of net capital by securities
brokers, including the SEC's uniform net capital rule. As of December 31, 1999
Shochet Securities was required to maintain minimum net capital of $100,000 and
had total net capital of approximately $208,000, which was $108,000 in excess of
the required amount.

If we fail to maintain the required net capital, we may be subject to
suspension or revocation of registration by the SEC and suspension or expulsion
by the NASD and other regulatory bodies, which ultimately could require our
liquidation. In addition, a change in the net capital rules, the imposition of
new rules, a specific operating loss, or any unusually large charge against net
capital could limit our operations that require the intensive use of capital and
could limit our ability to expand our business. The net capital rules also could
restrict our ability to withdraw capital, which could limit our ability to pay
dividends, repay debt and repurchase shares of our outstanding stock.

TRADEMARK

We have applied for registration in the United States of the trademark
"ShochetOnline!" which appears on our website. We own no other trademarks,
patents or registered copyrights.

EMPLOYEES

As of January 1, 2000, we employed 73 people, 40 of which are registered
representatives, 25 of which are support staff, and 8 of which are management
personnel who are also registered. We believe our relations with our employees
are generally good and we have no collective bargaining agreements with any
labor unions.

PROPERTIES

<TABLE>
<CAPTION>
APPROXIMATE APPROXIMATE
SQUARE ANNUAL
LOCATION FOOTAGE LEASE EXPIRATION LEASE PAYMENTS
- -------------------------------------------------- ----------- ---------------- --------------
<S> <C> <C> <C>
Hallandale (principal office)..................... 5,000 February 2006 $129,000
Boca Raton........................................ 1,500 October 2004 $ 60,000
Miami Beach....................................... 3,000 April 2003 $ 71,000
South Miami....................................... 3,155 November 2003 $ 76,000
Tamarac........................................... 2,516 June 2001 $ 45,000
Delray Beach...................................... 2,400 November 2002 $ 36,000
</TABLE>

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<PAGE>

We have not yet commenced active operations in our Boca Raton office. We
intend to open this office during the second quarter of calendar 2000.

LEGAL PROCEEDINGS

In the ordinary course of business, we and our principals are, and may
become a party to, legal or regulatory proceedings or arbitrations. Except as
described below, no pending legal proceeding is expected to have a material
adverse effect on our financial condition or results of operations.

In January 2000, the Division of Securities and Investor Protection of
the Department of Banking of the State of Florida notified us that, based on the
circumstances described in the paragraph above, it believed that Shochet
Securities, the current employee and a former member of our management, had
violated provisions of the Florida Securities and Investor Protection Act.
Although the Division of Securities and Investor Protection proposed a
settlement to us at the same time as we were informed of its interest in this
matter, we intend to explore our options to defend or otherwise resolve this
matter. There can be no assurance that this matter will be resolved in a manner
favorable to us. The proposed settlement would have no material adverse effect
on our financial condition or results of operations, although adverse publicity
associated with acceptance of the proposed settlement might materially hurt our
business.

MANAGEMENT

Our directors and executive officers are as follows:

<TABLE>
<CAPTION>
NAME POSITION
- -------------------------------------------------- --------------------------------------------------
<S> <C>
Roger N. Gladstone................................ Chairman of the Board and Chief Executive Officer
David F. Greenberg................................ President, Chief Operating Officer and Director
Howard B. Landers................................. Executive Vice President-Online Products and
Director
Richard Y. Roberts................................ Director
James I. Krantz................................... Director
John P. Margaritis................................ Director
John P. Reynolds.................................. Director
</TABLE>

Roger N. Gladstone, 45 years old, has been our chairman and chief executive
officer since November 1999, and an executive officer and director of Shochet
Securities since it became a subsidiary of Research Partners in November 1995.
Mr. Gladstone has served as

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<PAGE>

vice chairman of the board of Research Partners since June 1999 and as a
director of that company since January 1987. From 1987 to June 1999, he served
as president of Research Partners. He also serves as a director of GKN
Securities, GKN Realty Corp. and GKN Property Management, subsidiaries of
Research Partners. He is also a member of the Young Presidents Organization and
an honorary member of the board of directors of the Sid Jacobson Community
Center in Roslyn, New York. Mr. Gladstone is a director of No Small Affair
South, a charitable foundation which provides positive experiences for
disadvantaged children. From 1984 through 1986, Mr. Gladstone was engaged
primarily in the acquisition, management, syndication and operation of real
estate projects. From 1980 through 1984, Mr. Gladstone was engaged in the
private practice of law in New York. Mr. Gladstone received his B.A. from
Stanford University, his M.B.A. from New York University and his J.D. from the
Benjamin N. Cardozo School of Law, Yeshiva University. Mr. Gladstone is a member
in good standing of both the New York and Florida Bar Associations.

David F. Greenberg, 52 years old, has served as our president, chief
operating officer and director since November 1999, and as chief operating
officer and director of Shochet Securities since it became a subsidiary of
Research Partners in November 1995. He has served as president of Shochet
Securities since June 1999. Mr. Greenberg was employed by GKN Securities from
1991 to July 1999, initially as director of Compliance then as branch manager of
GKN Securities' New York office. In January 1996, he became senior vice
president and director of Operations and Risk Management, in which capacity he
served until January 2000. From 1985 to 1986, Mr. Greenberg served as president
and chief executive officer of First New York Discount Corp., a broker-dealer,
which he founded. From 1978 to 1985, Mr. Greenberg served in several capacities,
including as director of Compliance and Branch Liaison Manager and General
Securities and Options Principal for US Clearing Corp. Mr. Greenberg also serves
as a member of Securities Industry Association-Discount Brokerage Committee Year
2000.

Howard B. Landers, 43 years old, became our executive vice president-online
products in November 1999 and has served as an executive officer of Shochet
Securities since February 1998. From October 1994 through January 1998,
Mr. Landers provided compliance, operations, trading and marketing consulting
services to NASD member firms through Coral Capital Group, Inc., a firm of which
Mr. Landers was a principal. From 1990 to October 1994, Mr. Landers held various
executive and supervisory positions with VereinWest Capital Markets, First
Banquehouse Investment Group, and The Partners Financial Group, all of which are
broker dealers. From 1979 to 1989, Mr. Landers was employed by Merrill Lynch &
Co., Inc. in various capacities, including supervisory positions in the areas of
operations, compliance, trading and as a registered representative.

Richard Y. Roberts, 48 years old, has served as our director since November
1999 and as a director of Research Partners since December 1997. Mr. Roberts
became affiliated with Thelen Reid & Priest LLP in January 1997, as counsel,
where he participates in its Business and Finance, Infrastructure and Government
and Utility and Energy Practice Groups. From August 1995 to December 1996,
Mr. Roberts served as General Counsel to Princeton Venture Research, Inc., a
venture capital securities consulting firm. From October 1990 to July 1995,
Mr. Roberts served as a Commissioner of the Securities and

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<PAGE>
Exchange Commission. Prior to his tenure with the Securities and Exchange
Commission, Mr. Roberts served as the administrative assistant and the
legislative director for then-Congressman and later Senator Richard Shelby.
Mr. Roberts is a member of the Legal Advisory Board of the NASD, the Advisory
Board of Securities Regulation & Law Reports, the Editorial Board of the
Municipal Finance Journal, and the National Board of Policy Advisors of the
Institute of Law and Economic Policy. He is a graduate of Auburn University
where he received his B.S. in Electrical Engineering. He received his J.D. from
the University of Alabama School of Law and his Master of Laws from the George
Washington University Law Center. Mr. Roberts is a member of the Alabama Bar and
the District of Columbia Bar.

James I. Krantz, 44 years old, has served as our director since November
1999 and as a director of Research Partners since September 1990. Since 1977,
Mr. Krantz has served as a Property, Casualty and Life Insurance Broker and has
been engaged in real estate management and investment. From 1993 to September
1997, Mr. Krantz served as vice president, and since 1997, president and chief
executive officer, of York International Agency, Inc., a full service insurance
agency. Mr. Krantz received his B.A. from Syracuse University and holds a
Chartered Property Casualty Underwriter designation.

John P. Margaritis, 50 years old, has served as one of our directors since
February 2000 and was president and chief executive officer of Research Partners
since December 1999 and as a director of Research Partners since August 1996. He
is also a director of GKN Securities and Early Bird Capital Inc., subsidiaries
of Research Partners. From September 1998 to December 1999, Mr. Margaritis
served as president and chief executive officer of The Hawthorn Group New York,
an international public relations firm. From June 1997 until September 1998, Mr.
Margaritis served as chief executive officer of Margaritis & Associates, a
public relations consulting firm. Mr. Margaritis was the president and chief
executive officer of Ogilvy Adams & Rinehart (currently known as Ogilvy Public
Relations Worldwide), a public relations firm, from January 1994 through
February 1997, and was the president and chief operating officer from January
1992 to January 1994. From July 1988 until January 1992, Mr. Margaritis was
chairman and chief executive officer of Ogilvy & Mathers Public Relations. Mr.
Margaritis is a director and member of the executive committee of the Arthur
Ashe Institution for Urban Health and Research! America, a non-profit
organization to promote government support of medical research, and a member of
the President's Advisory Counsel for the Museum of Television and Radio. Mr.
Margaritis is also a trustee of Washington and Jefferson College. Mr. Margaritis
received his B.A. from Washington and Jefferson College and received his M.A.
from the New School for Social Research.

John P. Reynolds, 55 years old, has served as one of our directors since
February 2000. Mr. Reynolds currently serves as senior manager of technology
operations at Econotek Communications, LLC, a competitive local exchange
carrier, which position he has held since April 1999. From December 1995 to
April 1999. Mr. Reynolds owned an information technology consulting firm. From
1988 to November 1995, Mr. Reynolds served as director, of facilities and
information technology and was limited partner of Mabon Nugent, a fixed income
trading firm. From 1982 to October 1995, Mr. Reynolds served as senior national
account manager in the brokerage-securities industry with AT&T. Mr. Reynolds has
served as chairman of the Security Industry Association's Telecommunications and
Information Management Committee and has served as a member

33
<PAGE>

of that organization and the Wall Street Telecommunications Committee since
1989. Mr. Reynolds received his B.B.A. from Manhattan College and has completed
coursework at the Massachusetts Institute of Technology.

Each director will hold office until the next meeting of stockholders or
until his successor is duly appointed and qualified. Roger Gladstone is the
brother-in-law of David M. Nussbaum, a director of Research Partners and
director and executive officer of EarlyBirdCapital, and brother of Robert H.
Gladstone, an executive officer and director of GKN Securities.

The board of directors has established an audit committee, consisting of
Roger Gladstone, Richard Roberts and James Krantz. The audit committee will
review the scope of accounting audits, policies and recommend to whom reports
should be submitted, review with the independent auditors their final report,
review with internal and independent auditors overall accounting and financial
controls, and be available to the independent auditors during the year for
consultation purposes. In addition, this committee will review any related party
transaction on an ongoing basis for potential conflicts of interest.

The board of directors also established a compensation committee,
consisting of Roger Gladstone, David Greenberg, Richard Roberts and James
Krantz. The compensation committee will review and make recommendations to the
board regarding salaries, compensation and benefits of executive officers and
key employees.

NASDR MATTER

In August 1997, GKN Securities and certain of its executive officers,
senior managers or former and present brokers, including Roger Gladstone and
David Greenberg, reached settlements with the NASDR resolving an NASDR
investigation concerning alleged excessive markups on warrants for seven
companies underwritten by GKN Securities and for which it made a market during
the period from December 1993 through April 1996. The settlement was entered
into without admitting or denying the NASDR's allegations. Under the settlement,
GKN Securities consented to sanctions including censure, the payment of
restitution, interest and fines of $1,723,000 and engaged an independent
consultant to review GKN Securities' policies, practices and procedures relating
to the fair pricing and commissions charged to customers and to related
supervisory and compliance policies and structure and agreed to implement the
recommendations of the independent consultant. Roger Gladstone consented to
censure, a $50,000 fine and a suspension from association in any capacity with
any member of the NASD for 30 days. David Greenberg consented to a $15,000 fine
and to a suspension from any supervisory position with any member of the NASD
for ten days.

LIMITATION ON DIRECTORS' LIABILITIES

Our certificate of incorporation limits, to the maximum extent permitted
under Delaware law, the personal liability of directors and officers for
monetary damages for breach of their fiduciary duties as directors and officers,
except in certain circumstances involving certain wrongful acts, such as a
breach of the director's duty of loyalty or acts of omission which involve
intentional misconduct or a knowing violation of law.

Delaware Law permits us to indemnify officers, directors or employees
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement in connection with legal proceedings if the officer, director or
employee acted in good faith

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<PAGE>
and in a manner he reasonably believed to be in or not opposed to our best
interest, and, with respect to any criminal act or proceeding, he had no
reasonable cause to believe his conduct was unlawful. Indemnification is not
permitted as to any matter as to which the person is adjudged to be liable
unless, and only to the extent that, the court in which such action or suit was
brought upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper. Individuals
who successfully defend this type of action are entitled to indemnification
against expenses reasonably incurred in connection therewith.

Our by-laws require us to indemnify our directors and officers against, to
the fullest extent permitted by law, liabilities which they may incur under the
circumstances described in the preceding paragraph.

We plan to maintain standard policies of insurance under which coverage is
provided to our directors and officers against loss arising from claims made by
reason of breach of duty or other wrongful act and to us with respect to
payments which may be made by us to these officers and directors according to
the above indemnification provision or otherwise as a matter of law.

In addition, we plan to enter into indemnification agreements with our
directors and executive officers. Under these agreements, we will indemnify each
director and officer to the fullest extent permitted by law for any acts
performed, or for failures to act, on our behalf or on behalf of another person
or entity for which that director or officer is performing services at our
request. We will not indemnify a director or officer for any breach of loyalty
to us or our stockholders, or if the director or officer does not act in good
faith or for acts involving intentional misconduct, or for acts of omissions
described in the laws of Delaware, or for any transaction for which the director
or officer derives an improper benefit. We will indemnify for expenses related
to indemnifiable events, and will pay for these expenses in advance. Our
obligation to indemnify and to provide advances for expenses are subject to the
approval of a review process with a reviewer to be determined by our board. The
rights of directors and officers will not exclude any rights to indemnification
otherwise available under law or under our certificate of incorporation.

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<PAGE>
EXECUTIVE COMPENSATION

None of our current officers, including Roger Gladstone, who has served as
our chief executive officer since November 1999, received in excess of $100,000
compensation from us during any of the past three fiscal years. L. Donald
Yarkin, who served as our chief executive officer until November 1999, received
a salary of $157,441 in fiscal 1999, $132,526 in fiscal 1998 and $144,793 in
fiscal 1997. During the past three fiscal years, Mr. Yarkin received options to
purchase an aggregate of 13,000 shares of Research Partners' common stock,
10,000 of which have an exercise price of $6.00, the remainder of which have an
exercise price of $3.69. These options vest over a period from March 11, 2000 to
June 24, 2000 and expire between March 12, 2007 and June 29, 2009.

EMPLOYMENT AGREEMENTS

We have entered into employment agreements with each of Roger Gladstone,
David Greenberg and Howard Landers. The term of each agreement commences on the
effective date of this prospectus and expires on the one-year anniversary date
of this prospectus, and will be subject to automatic renewals of one-year terms
unless 30 days' prior written notice of termination is given by either party.
Each agreement provides for the granting of options to purchase 36,000 shares of
common stock at the per-share offering price of this initial public offering.
The options will vest in equal annual installments over a three-year period
commencing on the one-year anniversary date of this prospectus. Each of Mr.
Gladstone's and Mr. Landers' agreement provides for an annual base salary of
$120,000. Mr. Greenberg's agreement provides for an annual base salary of
$150,000. All three agreements provide for a bonus as may be awarded by our
board of directors, in its discretion. Each of the agreements gives the
executive the right to terminate his employment in the event of a change in
control of our company, in which case the executive will be entitled to
immediate vesting of his options and continued payment of his salary and
benefits through the expiration of the then current term of his employment
agreement. Mr. Gladstone and Mr. Greenberg will also be entitled to a minimum
bonus of $120,000 and $150,000, respectively, in the event of termination by
them because of a change in control. Each of Mr. Gladstones' and Mr. Greenberg's
agreement also contains a prohibition on competing with us for one year after
termination of employment for any reason. Mr. Gladstone's agreement provides
that he devote substantially all of his business time to us; each of Mr.
Greenberg's and Mr. Landers' agreements provides for full-time services.

1999 PERFORMANCE EQUITY PLAN

In November 1999, the board of directors adopted, and in December 1999, the
sole stockholder approved, our 1999 Performance Equity Plan. This plan
authorizes the granting of awards of up to 350,000 shares of common stock to our
key employees, officers, directors and consultants. Awards consist of stock
options (both nonqualified options and options intended to qualify as incentive
stock options under Section 422 of the Internal Revenue Code of 1986),
restricted stock awards, deferred stock awards, stock appreciation rights and
other stock-based awards, as described in the plan. As of the date of this
prospectus, 108,000 incentive stock options are outstanding under the plan, all
of which were issued under the employment agreements described above. No options
have vested.

The plan is administered by our board of directors which determines the
persons to whom awards will be granted, the number of awards to be granted and
the specific terms of each grant, including their vesting schedule, subject to
the provisions of the plan.

In connection with incentive stock options, the exercise price of each
option may not be less than 100% of the fair market value of the common stock on
the date of grant (or 110% of the fair market value of the case of a grantee
holding more than 10% of our outstanding stock).

36
<PAGE>
The aggregate fair market value of shares for which incentive stock options are
exercisable for the first time by an employee during any calendar year may not
exceed $100,000. Nonqualified stock options granted under the plan may be
granted at a price determined by the board of directors, not to be less than the
fair market value of the common stock on the date of grant.

PRINCIPAL STOCKHOLDERS

The following table sets forth the beneficial ownership of our common stock
by all stockholders that hold 5% or more of the outstanding shares of our common
stock, each director and executive officer. Each stockholder named has sole
voting and investment power with respect to his or its shares. This table does
not include options not exercisable within 60 days of the date of this
prospectus. As of the date of this prospectus, there were 1,200,000 shares of
common stock issued and outstanding.

<TABLE>
<CAPTION>
PERCENTAGE
-------------------
NAME AND ADDRESS OR NUMBER OF SHARES BEFORE AFTER
IDENTITY OF GROUP BENEFICIALLY OWNED OFFERING OFFERING
- ---------------------------------------------------------------------- ------------------ -------- --------
<S> <C> <C> <C>

Research Partners International, Inc. ................................ 1,200,000 100% 55%
One State Street Plaza
New York, New York 10004
Roger N. Gladstone ................................................... -0- -0- -0-
433 Plaza Real, Suite 245
Boca Raton, Florida 33434
David F. Greenberg ................................................... -0- -0- -0-
2351 East Hallandale Beach Blvd.
Hallandale, Florida 33998
Howard B. Landers .................................................... -0- -0- -0-
2351 East Hallandale Beach Blvd.
Hallandale, Florida 33998
Richard Y. Roberts ................................................... -0- -0- -0-
Thelen Reid & Priest LLP
701 Pennsylvania Avenue, N.W.
Washington, DC 20004-2608
James I. Krantz ...................................................... -0- -0- -0-
One Executive Boulevard
Yonkers, New York 10701
John P. Margaritis ................................................... -0- -0- -0-
One State Street Plaza
New York New York 10004............................................
John P. Reynolds ..................................................... -0- -0- -0-
352 Seventh Avenue
New York New York 10001............................................
All officers and directors as a group ................................ -0- -0- -0-
(7 persons)
</TABLE>

Roger N. Gladstone, our chief executive officer, holds 1,188,275, or
approximately 13.7%, of the outstanding common stock of Research Partners, our
parent.

37
<PAGE>
CERTAIN TRANSACTIONS

We, Shochet Securities, Research Partners and affiliates of Research
Partners engage in a variety of transactions between and among each other in the
ordinary course of our businesses. We have not retained an independent third
party to evaluate transactions with Research Partners and its affiliates and, to
date, there has been no independent committee of the board of directors to
evaluate these transactions. The terms and conditions of these transactions,
including fees or other amounts paid by us connection with these transactions,
were agreed upon by all parties. We believe that the terms of each affiliated
transaction were no less favorable then those that could have been obtained on
an arms-length basis from an unaffiliated party.

All future material transactions with any of our officers, directors or 5%
stockholders will be made or entered into on terms no less favorable to any
party than those that can be obtained from unaffiliated third parties. Any
future affiliated transactions must be approved by our independent directors,
who do not have an interest in the transaction and who have access, at our
expense, to their own legal counsel.

In 1996, in connection with the purchase of Shochet Securities by Research
Partners, Shochet Securities entered into a subordinated loan agreement for
$1,000,000 with Research Partners. The loan bears an annual interest rate of 12%
and total interest paid was $137,000 for the fiscal year ended January 31, 1999
and $145,000 for the year ended January 31, 1998. All payments under the note
are due in May 2000. We intend to use a portion of the proceeds of this offering
to repay this loan.

In August 1999, Research Partners loaned $500,000 to Shochet Securities in
the form of a subordinated note. The note bears an annual interest rate of eight
percent and its term is for two years, expiring August 31, 2001. In February
2000, Research Partners loaned $1,500,000 to Shochet Holding in the form of a
demand promissory note bearing an interest rate of 8% per annum. Shochet
Holding, in turn, contributed $500,000 as additional paid-in capital of Shochet
Securities. In March 2000, Shochet Holding lent the remaining $1,000,000 to
Shochet Securities as a temporary subordinated loan, as defined by the NASD.
Both of these transactions were effected in order to support the net capital
position of Shochet Securities in its role as an underwriter of the initial
public offering of Shochet Holding. Upon the successful conclusion of the
initial public offering and the approval of the NASD, Shochet Securities will
repay to Shochet Holding $1,000,000 and Shochet Holding will repay to Research
Partners $1,500,000.

James Krantz, one of our directors, provides to us commercial property and
umbrella insurance through York Insurance Agency, a company of which he is a
principal. Our aggregate payments to York for each of the past two fiscal years
were $24,816 and $19,416, respectively.

In the year ended January 31, 1999, we paid to GKN Securities a management
fee of an aggregate of $283,000 for management services rendered to us, which
included $55,000 paid for services to discontinued operations no longer
rendered. These services included accounting, legal, compliance and executive
management services. In fiscal 1998, this amount was $228,000. We have paid an
aggregate of $201,000 for the nine months ended October 31, 1999, which included
$30,000 paid for services to discontinued operations no longer rendered.

We have entered into an intercompany services agreement with Research
Partners under which Research Partners provides us with services on an as-needed
basis on a cost reimbursement basis. These services include: accounting and
bookkeeping; financial planning; financial reporting; internal audit; legal;
computer management; records management; payroll management; purchasing
assistance; regulatory compliance; marketing; human resources management and
compliance; tax reporting and filing; office services and use of office space.

38
<PAGE>

DESCRIPTION OF SECURITIES

COMMON STOCK

Our certificate of incorporation authorizes us to issue up to 15,000,000
shares of common stock, par value $.0001 per share, 1,200,000 shares are issued
and outstanding as of the date of this prospectus. Upon completion of this
offering, there will be 2,200,000 shares of common stock issued and outstanding.

Holders of common stock are entitled to receive dividends as may be
declared by our board of directors from funds legally available for these
dividends. Upon liquidation, holders of shares of common stock are entitled to a
pro rata share in any distribution available to holders of common stock. The
holders of common stock have one vote per share on each matter to be voted on by
stockholders, but are not entitled to vote cumulatively. Holders of common stock
have no preemptive rights. All of the outstanding shares of common stock are,
and all of the shares of common stock to be issued in connection with this
offering will be, validly issued, fully paid and non-assessable.

PREFERRED STOCK

Our certificate of incorporation authorizes our board of directors, without
stockholder approval, to issue up to 1,000,000 shares of preferred stock, par
value $.0001 per share, to establish one or more series of preferred stock and
to determine, with respect to each of these series, their preferences, voting
rights and other terms. The issuance of shares of preferred stock with voting or
conversion rights may adversely affect the voting power of holders of our common
stock. Any future issuance of shares of preferred stock will be approved by a
majority of our independent directors who do not have an interest in the
transaction and who have access, at our expense, to their own legal counsel.
Upon completion of this offering, no shares of preferred stock will be
outstanding, and our board has no present intention to issue any additional
shares.

TRANSFER AGENT

The transfer agent and registrar for common stock is Continental Stock
Transfer & Trust Company, New York, New York.

SHARES ELIGIBLE FOR FUTURE SALE

Immediately after the completion of this offering, we will have 2,200,000
shares of common stock outstanding. All 1,000,000 shares sold in the offering
will be freely tradeable without restriction under the Securities Act of 1933.
The remaining 1,200,000 shares will be restricted securities as defined in
Rule 144 under the Securities Act and are currently subject to the restrictions
of Rule 144. All of the restricted shares are currently eligible for sale under
Rule 144. Research Partners has entered into a written agreement not to sell or
otherwise dispose of our shares of common stock beneficially held by it for
24 months after the date of this prospectus without the prior written approval
of Gaines, Berland, one of the underwriters.

Under Rule 144, a person (or persons whose shares are aggregated) who has
beneficially owned restricted securities for at least one year, including the
holding period of any prior owner except an affiliate, would be generally
entitled to sell within any three month period a number of shares that does not
exceed the greater of (i) 1% of the number of then outstanding shares of the
common stock or (ii) the average weekly trading volume of the common stock in
the public market during the four calendar weeks preceding the sale. Sales under
Rule 144 are

39
<PAGE>
also subject to manner of sale provisions, notice requirements and the
availability of current public information about the company. Any person (or
persons whose shares are aggregated) who is not deemed to have been an affiliate
of the company at any time during the three months preceding a sale, and who has
beneficially owned shares for at least two years (including any period of
ownership of preceding nonaffiliated holders), would be entitled to sell shares
under Rule 144(k) without regard to the volume limitations, manner-of-sale
provisions, public information requirements or notice requirements.

UNDERWRITING

Gaines, Berland and Shochet Securities, as underwriters, have agreed, in
accordance with the underwriting agreement, to purchase from us on a firm
commitment basis a total of 1,000,000 shares of common stock for resale to the
public in connection with our initial public offering, as follows:

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
- ---------------------------------------------------------- ----------------
<S> <C>
Gaines, Berland Inc....................................... 500,000
Shochet Securities, Inc................................... 500,000
----------
Total.................................................. 1,000,000
----------
----------
</TABLE>

The obligations of the underwriters under the underwriting agreement are
subject to approval of legal matters by counsel, the SEC's declaring the
registration statement effective, market conditions being suitable, no material
adverse information regarding us or being discovered by the underwriters and our
not breaching any of our representations or warranties under the underwriting
agreement. The underwriters are obligated to purchase all of the shares offered
by this prospectus (other than the shares covered by the over-allotment option,
described below) if any are purchased. Below is a summary of the key terms of
the underwriting agreement. For more details, you should read the entire
underwriting agreement, a copy of which we have filed as an exhibit to the
registration statement, of which this prospectus forms part.

The underwriters propose to offer the shares to the public at the public
offering price set forth on the cover page of this prospectus and to certain
dealers at that price less a concession not in excess of $ per share. The
underwriters may allow, and the dealers may reallow, a concession not in excess
of $ per share to other dealers. The offering price, concession and
reallowance may be changed by the underwriters after completion of the offering.

We have agreed to sell to the underwriters the shares of common stock being
underwritten at a discount equal to ten percent of the offering price, and to
pay to the underwriters an expense allowance on a non-accountable basis equal to
two percent of the gross proceeds derived from the sale of the shares
underwritten (including the sale of any shares subject to the underwriters'
over-allotment option), $50,000 of which has been paid to date. We have also
agreed to pay all expenses in connection with qualifying the shares offered by
this prospectus for sale under the laws of any states as the underwriters may
designate and registering this offering with the NASD including fees and
expenses of counsel retained for these purposes by the underwriters.
Additionally, we have agreed to indemnify the underwriters against liabilities,
including liabilities under the Securities Act.

We have granted to the underwriters an option, exercisable during the
45-day period after the date of this prospectus, to purchase from us at the
offering price, less underwriting

40
<PAGE>

discounts and the non-accountable expenses allowance, up to an aggregate of
150,000 additional shares for the sole purpose of covering over-allotments, if
any.

In connection with this offering, we have agreed to sell to the
underwriters for an aggregate of $100 the underwriters' purchase option,
consisting of the right to purchase up to an aggregate of 100,000 shares. The
underwriters' purchase option will be exercisable at any time beginning one year
after the date of this prospectus at a price of $ per share (123% of the
initial public offering price of $ per share) and may not be sold,
transferred, assigned or hypothecated for a period of one year from the date of
this prospectus except to officers of the underwriters and members of the
selling group and/or their officers. The shares issuable upon exercise of the
underwriters' purchase option are the same as the shares being sold to the
public in this offering. The underwriters' purchase option grants piggyback and
demand rights for periods of five and seven years, respectively, from the date
of this prospectus with respect to the registration under the Securities Act of
the securities issuable upon exercise of the underwriters' purchase option.

The underwriting agreement provides that for a period of three years from
the date of this prospectus Gaines, Berland shall have the right to send a
representative reasonably acceptable to us to observe each board of directors
meeting.

In connection with this offering, the underwriters may over-allot, or
engage in syndicate covering transactions, stabilizing transactions and penalty
bids. Over-allotment involves syndicate sales of common stock in excess of the
number of shares to be purchased by the underwriters in this offering, which
creates a syndicate short position. Syndicate covering transactions involve
purchases of common stock in the open market after the distribution has been
completed in order to cover syndicate short positions. Stabilizing transactions
consist of certain bids or purchase of common stock made for the purpose of
preventing or retarding a decline in the market price of the common stock while
this offering is in progress. Penalty bids permit the underwriters to reclaim a
selling concession from a syndicate member when the representative, in covering
syndicate short positions, repurchases shares originally sold by that syndicate
member. These activities may cause the price of our common stock to be higher
than the price that otherwise would exist in the open market in the absence of
this transaction. These transactions may be effected on the Nasdaq SmallCap
Market, in the over-the-counter market or otherwise and, if commenced, may be
discontinued at any time.

The underwriters will not sell any of our securities to any accounts over
which they exercise discretionary authority without the prior written consent of
the customer holding the account.

One of the underwriters, Shochet Securities, is our wholly-owned
subsidiary. A possible selected dealer in this offering, GKN Securities, is also
affiliated with us since Research Partners, the owner of all of our outstanding
stock prior to this offering, is the owner of all of the outstanding stock of
GKN Securities.

The rules of the National Association of Securities Dealers require that
when its members, such as Shochet Securities and possibly, GKN Securities,
participate in the public distribution of securities of a "parent," such as
Shochet Holding, or an "affiliate," such as GKN Securities, the public offering
price can be no higher than that recommended by a qualified independent
underwriter. Gaines, Berland will serve in this capacity, and will recommend an
initial public offering price in compliance with NASD rules. As part of its role
as qualified independent underwriter, Gaines, Berland has participated in the
preparation of this registration statement and prospectus and

41
<PAGE>

has performed its necessary due diligence. Gaines, Berland has agreed to
undertake all legal responsibilities and liabilities of an underwriter under the
Securities Act.

There has been no public market for our common stock prior to this
offering. The initial public offering price for our shares was determined
through negotiations between us and Gaines, Berland. The factors considered in
determining the initial price to the public include:

o the history of and the prospects for the brokerage industry;

o our past and present operations;

o our historical results of operations;

o our prospects on future earnings;

o market valuations of other companies engaged in activities similar to
ours;

o our management; and

o the general condition of the securities market at the time of this
offering.

LEGAL MATTERS

Atlas Pearlman, P.A., Fort Lauderdale, Florida, will opine as to the
validity of the common stock offered by this prospectus and legal matters for
us. Graubard Mollen & Miller, New York, New York, has served as counsel to the
underwriters in connection with this offering. Graubard Mollen & Miller
represents Research Partners, the sole stockholder of our company, one of the
co-underwriters, in other matters.

EXPERTS

The financial statements of Shochet Holding Corp. as of January 31, 1999,
and for each of the years in the two-year period ended January 31, 1999, have
been included in the registration statement in reliance upon the report of
KPMG LLP, independent certified public accountants, appearing in the
registration statement, and upon the authority of this firm as experts in
accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We intend to furnish our stockholders annual reports, which will include
financial statements audited by independent accountants, and all other periodic
reports as we may determine to furnish or as may be required by law, including
Sections 13(a) and 15(d) of the Exchange Act.

We have filed with the SEC a registration statement on Form SB-2 under the
Securities Act with respect to the securities offered by this prospectus. This
prospectus does not contain all the information set forth in the registration
statement and the accompanying exhibits, as permitted by the rules and
regulations of the SEC. For further information, please see the registration
statement and accompanying exhibits. Statements contained in this prospectus
regarding any contract or other document which has been filed as an exhibit to
the registration statement are qualified in their entirety by reference to these
exhibits for a complete statement of their terms and conditions. The
registration statement and the accompanying exhibits may be inspected without
charge at the offices of the SEC and copies may be obtained from the SEC's
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549 or at of its
regional offices located at 7 World Trade Center, 13th Floor, New York, New York
10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, upon
payment of the fees prescribed by the SEC. Electronic reports and other
information filed through the Electronic Data Gathering, Analysis, and Retrieval
System, known as EDGAR, are publicly available on the SEC's website,
http://www.sec.gov.

42
<PAGE>
SHOCHET HOLDING CORP. AND SUBSIDIARY
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Independent Auditors' Report............................................................................... F-2
Consolidated Statements of Financial Condition as of January 31, 1999 and October 31, 1999 (Unaudited)..... F-3
Consolidated Statements of Operations for the years ended January 31, 1999 and 1998 and the nine months
ended October 31, 1999 and 1998 (Unaudited)............................................................. F-4
Consolidated Statements of Changes in Stockholder's Equity for the years ended January 31, 1999 and 1998
and the nine months ended October 31, 1999 (Unaudited).................................................. F-5
Consolidated Statements of Cash Flows for the years ended January 31, 1999 and 1998 and for the nine months
ended October 31, 1999 and 1998 (Unaudited)............................................................. F-6
Notes to Consolidated Financial Statements................................................................. F-7
</TABLE>

F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors of Shochet Holding Corp.:

We have audited the accompanying consolidated statement of financial condition
of Shochet Holding Corp. and subsidiary (the "Company") as of January 31, 1999,
and the related consolidated statements of operations, changes in stockholder's
equity, and cash flows for each of the years in the two-year period ended
January 31, 1999. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
January 31, 1999, and the results of its operations and its cash flows for each
of the years in the two-year period ended January 31, 1999, in conformity with
generally accepted accounting principles.

/s/ KPMG LLP

New York, New York
December 6, 1999

F-2
<PAGE>

SHOCHET HOLDING CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
(UNAUDITED)
JANUARY 31, OCTOBER 31,
1999 1999
----------- --------------
<S> <C> <C>
ASSETS
Cash and cash equivalents........................................................ $ 868,000 $ 813,000
Receivable from brokers and dealers.............................................. 298,000 179,000
Securities owned, at market value................................................ 119,000 283,000
Office furniture, equipment and leasehold improvements, net...................... 646,000 710,000
Goodwill, net.................................................................... 1,637,000 1,582,000
Income taxes receivable.......................................................... 106,000 15,000
Other assets..................................................................... 241,000 281,000
----------- ----------
Total assets..................................................................... $ 3,915,000 $3,863,000
----------- ----------
----------- ----------
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Securities sold, not yet purchased, at market value........................... $ 4,000 $ 8,000
Commissions payable........................................................... 276,000 173,000
Payable to related parties.................................................... 77,000 63,000
Accrued expenses and other liabilities........................................ 302,000 507,000
----------- ----------
659,000 751,000
Liability subordinated to the claims of general creditors..................... 1,000,000 1,500,000
----------- ----------
Total liabilities............................................................. 1,659,000 2,251,000
----------- ----------
Stockholder's equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares
issued...................................................................... -- --
Common stock, $0.0001 par value; 15,000,000 shares authorized; 1,200,000
shares issued and outstanding............................................... -- --
Additional paid-in capital.................................................... 2,270,000 2,270,000
Accumulated deficit........................................................... (14,000) (658,000)
----------- ----------
Total stockholder's equity.................................................... 2,256,000 1,612,000
----------- ----------
Total liabilities and stockholder's equity....................................... $ 3,915,000 $3,863,000
----------- ----------
----------- ----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE>

SHOCHET HOLDING CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED JANUARY 31, OCTOBER 31,
----------------------- -----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues:
Commissions.................................. $7,127,000 $5,934,000 $5,342,000 $5,157,000
Interest..................................... 601,000 584,000 601,000 434,000
Other........................................ 25,000 89,000 59,000 18,000
---------- ---------- ---------- ----------
Total revenues.................................. 7,753,000 6,607,000 6,002,000 5,609,000
---------- ---------- ---------- ----------
Expenses:
Compensation and benefits.................... 4,224,000 3,461,000 3,278,000 3,105,000
Brokerage, clearing and exchange fees........ 1,129,000 1,072,000 887,000 824,000
Occupancy and equipment...................... 716,000 596,000 565,000 536,000
Communications............................... 660,000 536,000 475,000 477,000
Management fee............................... 228,000 228,000 171,000 171,000
Business development......................... 107,000 109,000 69,000 88,000
Professional fees............................ 95,000 69,000 86,000 68,000
Other........................................ 494,000 414,000 620,000 353,000
---------- ---------- ---------- ----------
Total expenses.................................. 7,653,000 6,485,000 6,151,000 5,622,000
---------- ---------- ---------- ----------
Income (loss) before income taxes............... 100,000 122,000 (149,000) (13,000)
Income tax (provision) benefit.................. (25,000) (70,000) -- 20,000
---------- ---------- ---------- ----------
Income (loss) from continuing operations........ 75,000 52,000 (149,000) 7,000

Discontinued operations:
Loss from operations of the discontinued
On-site Day Trading segment, net of income
tax benefit of $132,000, $0, $0 and
$82,000, respectively..................... (402,000) -- (495,000) (271,000)
---------- ---------- ---------- ----------
Net (loss) income............................... $ (327,000) $ 52,000 $ (644,000) $ (264,000)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Weighted average common shares
outstanding--basic and diluted............... 1,200,000 1,200,000 1,200,000 1,200,000
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Basic and diluted earnings per common share
from:
Income (loss) from continuing operations..... $ 0.06 $ 0.04 $ (0.13) $ 0.01
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Loss from discontinued operations............ $ (0.33) $ -- $ (0.41) $ (0.23)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Net (loss) income............................ $ (0.27) $ 0.04 $ (0.54) $ (0.22)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE>

SHOCHET HOLDING CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
------------------- PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
--------- ------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Balance at
January 31, 1997.................. 1,200,000 $ -- $1,390,000 $ 261,000 $1,651,000
Capital contribution................. -- -- 250,000 -- 250,000
Net income........................... -- -- -- 52,000 52,000
--------- ------- ---------- ----------- ----------
Balance at
January 31, 1998.................. 1,200,000 -- 1,640,000 313,000 1,953,000
Capital contribution................. -- -- 630,000 -- 630,000
Net loss............................. -- -- -- (327,000) (327,000)
--------- ------- ---------- ----------- ----------
Balance at January 31, 1999.......... 1,200,000 -- 2,270,000 (14,000) 2,256,000
Net loss (unaudited)................. -- -- -- (644,000) (644,000)
--------- ------- ---------- ----------- ----------
Balance at October 31, 1999
(unaudited)....................... 1,200,000 $ -- $2,270,000 $ (658,000) $1,612,000
--------- ------- ---------- ----------- ----------
--------- ------- ---------- ----------- ----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>

SHOCHET HOLDING CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED JANUARY 31, OCTOBER 31,
------------------------ -----------------------
1999 1998 1999 1998
---------- ---------- --------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Operating activities:
Net (loss) income..................................... $ (327,000) $ 52,000 $(644,000) $ (264,000)
Adjustments to reconcile net (loss) income to net cash
(used in) provided by operating activities:
Depreciation and amortization...................... 212,000 172,000 193,000 151,000
Deferred taxes..................................... 2,000 8,000 -- (7,000)
---------- ---------- --------- ----------
(113,000) 232,000 (451,000) (120,000)
Decrease (increase) in operating assets:
Receivable from brokers and dealers................ (298,000) 30,000 119,000 (445,000)
Securities owned, at market value.................. 78,000 144,000 (164,000) 41,000
Income taxes receivable............................ (106,000) -- 91,000 (95,000)
Other assets....................................... 12,000 (16,000) (77,000) 48,000
Increase (decrease) in operating liabilities:
Securities sold, not yet purchased................. 4,000 -- 4,000 19,000
Commissions payable................................ 116,000 (64,000) (103,000) 58,000
Payable to brokers and dealers..................... (40,000) 40,000 -- (40,000)
Payable to related parties......................... 47,000 (244,000) (14,000) 209,000
Income taxes payable............................... (64,000) 42,000 -- (64,000)
Accrued expenses and other liabilities............. 127,000 (25,000) 205,000 122,000
---------- ---------- --------- ----------
Net cash (used in) provided by operating activities..... (237,000) 139,000 (390,000) (267,000)
---------- ---------- --------- ----------
Investing activities:
Purchase of office furniture, equipment and leasehold
improvements....................................... (414,000) (40,000) (165,000) (372,000)
Goodwill resulting from acquisition................... (158,000) -- -- (158,000)
---------- ---------- --------- ----------
Net cash used in investing activities................... (572,000) (40,000) (165,000) (530,000)
---------- ---------- --------- ----------
Financing activities:
Issuance of subordinated loan......................... -- -- 500,000 --
Capital contribution.................................. 630,000 250,000 -- 380,000
---------- ---------- --------- ----------
Net cash provided by financing activities............... 630,000 250,000 500,000 380,000
---------- ---------- --------- ----------
Net (decrease) increase in cash and cash equivalents.... (179,000) 349,000 (55,000) (417,000)
Cash and cash equivalents at beginning of period........ 1,047,000 698,000 868,000 1,047,000
---------- ---------- --------- ----------
Cash and cash equivalents at end of period.............. $ 868,000 $1,047,000 $ 813,000 $ 630,000
---------- ---------- --------- ----------
---------- ---------- --------- ----------
Cash paid for:
Interest........................................... $ 100,000 $ 266,000 $ 100,000 $ 80,000
---------- ---------- --------- ----------
---------- ---------- --------- ----------
Income taxes....................................... $ -- $ 8,000 $ -- $ --
---------- ---------- --------- ----------
---------- ---------- --------- ----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE>

SHOCHET HOLDING CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED WITH RESPECT TO INFORMATION FOR THE NINE-MONTH PERIODS
ENDED OCTOBER 31, 1998 AND 1999)

1. BASIS OF PRESENTATION

The consolidated financial statements include the activities of Shochet
Holding Corp. and its subsidiary (the "Company"). The Company, a wholly owned
subsidiary of Research Partners International, Inc. ("Research Partners"), is
primarily engaged in providing discount securities brokerage and trading
services for individuals through the Company's wholly owned subsidiary, Shochet
Securities, Inc. ("Shochet Securities"), a broker-dealer registered with the
Securities and Exchange Commission (the "SEC") and a member firm of the National
Association of Securities Dealers, Inc. (the "NASD").

In June 1999, the Company entered into a letter of intent with Gaines,
Berland Inc. for the public sale of the Company's common stock. On November 30,
1999, in a corporate reorganization, the Company acquired all of the outstanding
common stock of Shochet Securities from Research Partners in exchange for
1,200,000 shares of the Company's common stock. The acquisition was accounted
for in a manner similar to a pooling of interests since both the Company and
Shochet Securities were under common control. Accordingly, the financial
statements of the Company include the combined financial condition, results of
operations and cash flows of the Company and Shochet Securities. All significant
intercompany accounts and transactions are eliminated in consolidation. Where
appropriate, prior year amounts have been reclassified to conform to the current
presentation.

The financial statements conform with generally accepted accounting
principles ("GAAP"). The preparation of financial statements in conformity with
GAAP requires the Company to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures 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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Fair value of financial instruments

Substantially all of the Company's financial assets and liabilities are
carried at market or fair values or at amounts which approximate current fair
value due to their short-term nature.

F-7
<PAGE>

SHOCHET HOLDING CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED WITH RESPECT TO INFORMATION FOR THE NINE-MONTH PERIODS
ENDED OCTOBER 31, 1998 AND 1999)--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Cash and cash equivalents

Cash equivalents are highly liquid securities with maturities of three
months or less when purchased.

Receivable from brokers and dealers

Receivable from brokers and dealers consists primarily of amounts due from
the Company's clearing organization, which provides clearing and depository
services for brokerage transactions on a fully disclosed basis.

Securities

Securities transactions and the related revenues and expenses, including
commission revenues and expenses, are recorded on a trade-date basis. Securities
owned and securities sold, not yet purchased, consist primarily of equities and
are stated at quoted market values. Unrealized gains and losses are included in
other revenues.

Depreciation and amortization

Office furniture, equipment and leasehold improvements are stated at cost,
net of accumulated depreciation and amortization of $185,000 at January 31,
1999, and $288,000 at October 31, 1999. Office furniture and equipment are
depreciated using either an accelerated method or a straight-line method, where
applicable, over their estimated useful lives. Leasehold improvements are
amortized over the lesser of the life of the lease or estimated useful life of
the improvement.

Goodwill

Goodwill primarily represents the excess of the purchase price paid by
Research Partners over the Company's net assets acquired at November, 1995. The
increase in goodwill during the year ended January 31, 1999 represents the
purchase price paid by the Company for the business of Litwin Securities Inc.
The goodwill is being amortized over 25 years on a straight line basis.
Accumulated amortization was $217,000 at January 31, 1999 and $273,000 at
October 31, 1999. Management reviews goodwill for impairment whenever events or
changes in circumstances indicate that the carrying amount of the asset may not
be recoverable.

F-8
<PAGE>

SHOCHET HOLDING CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED WITH RESPECT TO INFORMATION FOR THE NINE-MONTH PERIODS
ENDED OCTOBER 31, 1998 AND 1999)--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Computer software costs

The Company capitalizes the cost of any computer software developed or
obtained for internal use. These costs are amortized over the estimated useful
life of the software on a straight line basis in accordance with AICPA Statement
of Position 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use".

Stock-based compensation

The Company uses the intrinsic value method to account for stock-based
employee compensation plans. Under this method, compensation cost is recognized
for stock option awards only if the quoted market price (or estimated fair
market value of the stock prior to the stock becoming publicly traded) is
greater than the amount the employee must pay to acquire the stock. Pro forma
disclosures required by SFAS No. 123, Accounting for Stock-Based Compensation
("SFAS 123"), based on the fair value-based method are presented in note 8.

Income Taxes

Deferred income taxes are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts and
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using the enacted tax rates. The effect on
deferred taxes of a change in tax rates is recognized in income in the period
that includes the enactment date.

3. RELATED PARTY TRANSACTIONS

(a) Payable to related parties consists of amounts due to Research Partners
and other wholly owned subsidiaries of Research Partners.

(b) In connection with the purchase of the Company by Research Partners,
the Company entered into a subordinated loan agreement, which qualifies
for net capital purposes, for $1,000,000 with Research Partners in
April 1996. The rate of interest on the loan is 12%. The total interest
expense included in other expenses resulting from an effective rate of
interest on the loan of 13.7% was $137,000 and $145,000 for the years
ended January 31, 1999 and 1998, respectively, and $103,000 for each of
the nine month periods ended October 31,1999 and 1998. In August 1999,
the Company entered into an additional subordinated loan agreement,
which qualifies for net capital purposes, with Research Partners for
$500,000. The rate of interest on the loan is 8%. The total interest
expense

F-9
<PAGE>

SHOCHET HOLDING CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED WITH RESPECT TO INFORMATION FOR THE NINE-MONTH PERIODS
ENDED OCTOBER 31, 1998 AND 1999)--(CONTINUED)

3. RELATED PARTY TRANSACTIONS--(CONTINUED)

included in other expenses was $7,000 for the nine months ended October
31, 1999.

(c) The Company paid a management fee of $283,000 and $228,000 to GKN
Securities Corp., a wholly owned subsidiary of Research Partners, for
the years ended January 31, 1999 and 1998, respectively, and $201,000
and $211,000 for the nine months ended October 31, 1999 and 1998,
respectively. Of these amounts $55,000 was paid to GKN Securities Corp.
by the discontinued On-site Day Trading segment for the year ended
January 31, 1999 and $30,000 and $40,000 for the nine months ended
October 31, 1999 and 1998, respectively. (see Note 11).

(d) Professional fees includes fees for research services provided totaling
$24,000 and $22,000 for the years ended January 31, 1999 and 1998,
respectively, and $13,000 and $20,000 for the nine months ended
October 31, 1999 and 1998, respectively, and were paid by the Company
to Southeast Research Partners, Inc., formerly a wholly-owned
subsidiary of Research Partners.

4. OFFICE FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Office furniture, equipment and leasehold improvements, net consist of the
following:

<TABLE>
<CAPTION>
JANUARY
31, OCTOBER 31,
1999 1999
---------- -----------
<S> <C> <C>
Office furniture.................................................................... $ 178,000 $ 178,000
Equipment........................................................................... 118,000 250,000
Computer software................................................................... -- 33,000
Leasehold improvements.............................................................. 535,000 537,000
---------- ---------
831,000 998,000
Accumulated depreciation and amortization........................................... (185,000) (288,000)
---------- ---------
$ 646,000 $ 710,000
---------- ---------
---------- ---------
</TABLE>

5. COMMITMENTS AND CONTINGENCIES

The Company leases office facilities and equipment under noncancelable
operating leases. Certain leases have renewal options and clauses for escalation
and operating cost

F-10
<PAGE>

SHOCHET HOLDING CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED WITH RESPECT TO INFORMATION FOR THE NINE-MONTH PERIODS
ENDED OCTOBER 31, 1998 AND 1999)--(CONTINUED)

5. COMMITMENTS AND CONTINGENCIES--(CONTINUED)

adjustments. At January 31, 1999, future minimum rental commitments under such
leases were as follows for the fiscal years ending January 31:

<TABLE>
<CAPTION>
<S> <C>
2000...................................................................... $ 315,000
2001...................................................................... 279,000
2002...................................................................... 265,000
2003...................................................................... 247,000
2004...................................................................... 176,000
Thereafter................................................................ 254,000
----------
$1,536,000
----------
----------
</TABLE>

Total rent expense was $434,000 and $298,000 for the years ended January
31, 1999 and 1998, respectively, and $309,000 and $326,000 for the nine months
ended October 31, 1999 and 1998, respectively.

The Company's broker-dealer subsidiary is involved in various other legal
proceedings arising from its securities activities. Management believes that
resolution of these proceedings will have no material adverse effect on the
Company's consolidated financial position or results of operations.

6. EMPLOYEE BENEFITS

The Company participates in a defined contribution 401(k) plan sponsored by
Research Partners. The plan covers substantially all of the Company's employees
meeting certain eligibility requirements. Prior to May 1, 1996, the Company's
employees were covered by a separate 401(k) plan. The Company makes
discretionary matching contributions to the plan annually, which amounted to
$29,000 and $25,000 for the years ended January 31, 1999 and 1998, respectively,
and $23,000 and $22,000 for nine month periods ended October 31, 1999 and 1998,
respectively.

F-11
<PAGE>

SHOCHET HOLDING CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED WITH RESPECT TO INFORMATION FOR THE NINE-MONTH PERIODS
ENDED OCTOBER 31, 1998 AND 1999)--(CONTINUED)

7. INCOME TAXES

The provision for income tax expense relating to continuing operations is
as follows:

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
JANUARY 31, OCTOBER 31,
----------------- -----------------
1999 1998 1999 1998
------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C>
Current:
Federal..................................................... $21,000 $53,000 $ -- $16,000
State and local............................................. 4,000 9,000 -- 3,000
------- ------- ------- -------
25,000 62,000 -- 19,000
------- ------- ------- -------
Deferred:
Federal..................................................... -- 7,000 -- 1,000
State and local............................................. -- 1,000 -- --
------- ------- ------- -------
-- 8,000 -- 1,000
------- ------- ------- -------
$25,000 $70,000 $ -- $20,000
------- ------- ------- -------
------- ------- ------- -------
</TABLE>

Deferred income taxes reflect temporary differences in the basis of the
Company's assets and liabilities for income tax purposes and for financial
reporting purposes, using current tax rates. These temporary differences result
in taxable or deductible amounts in future years.

Net deferred taxes at January 31, 1999 and October 31, 1999 are comprised
as follows:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
JANUARY 31, 1999 OCTOBER 31, 1999
---------------- -----------------
(UNAUDITED)
<S> <C> <C>
Gross deferred tax asset:
Depreciation and amortization........................................ $ 28,000 $ 35,000
Deferred rent........................................................ 17,000 16,000
Operating loss carryforward.......................................... -- 199,000
Other................................................................ 3,000 4,000
---------- ---------
Total gross deferred tax asset.................................... 48,000 254,000
Less: valuation allowance......................................... (10,000) (216,000)
---------- ---------
Net deferred tax asset......................................... 38,000 38,000
---------- ---------
Gross deferred tax liability:
Bonus and other...................................................... (38,000) (38,000)
---------- ---------
Net deferred taxes...................................................... $ -- $ --
---------- ---------
---------- ---------
</TABLE>

Management believes that the valuation allowance is adequate as timing
differences will reverse in the carryforward period.

F-12
<PAGE>

SHOCHET HOLDING CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED WITH RESPECT TO INFORMATION FOR THE NINE-MONTH PERIODS
ENDED OCTOBER 31, 1998 AND 1999)--(CONTINUED)

7. INCOME TAXES--(CONTINUED)

The effective tax rates reflected in the consolidated financial statements
differ from the statutory federal income tax rate as follows:

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
JANUARY 31, OCTOBER 31,
---------------------------------------------- -----------------
1999 1998 1999 1998
---------------------- --------------------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C>
Statutory tax rate......................................... 34.0% 34.0% 34.0% 34.0%
State and local taxes, net of federal tax benefit.......... 2.5 5.3 -- 15.2
Change in valuation allowance and other.................... (11.9) 18.1 (34.0) 104.6
-------- ------- ------- -------
Effective tax rate......................................... 24.6% 57.4% --% 153.8%
-------- ------- ------- -------
-------- ------- ------- -------
</TABLE>

The Company is included in Research Partners' consolidated federal and
combined New York State and New York City income tax returns. Current and
deferred income taxes are allocated to the Company on a stand-alone basis.

8. STOCK COMPENSATION PLAN

Employee Incentive Plan

The Company participates in Research Partners' 1991 Employee Incentive Plan
(the "Plan") which provides for the issuance of stock, stock options and other
stock purchase rights to executive officers, other key employees and consultants
of Research Partners and its subsidiaries. Research Partners may grant options
for up to five million shares of common stock under the Plan. The options may
qualify as incentive stock options under Section 422 of the Internal Revenue
Code of 1986, as amended. The exercise price of each option granted under the
Plan is determined by Research Partners' Board of Directors at the time of
grant. The exercise price of incentive stock options must be at least equal to
the fair market value of Research Partners' stock on the date of grant. The
exercise price of non-qualified options must be at least equal to 65% of the
fair market value of Research Partners' stock on the date of grant. The vesting
period is at least one year for all grants and incentive stock options have
maximum terms of ten years and non-qualified options have maximum terms of
13 years.

The Company has adopted the disclosure-only provisions of SFAS 123.
Accordingly, no compensation cost has been recognized for stock options granted
to employees of the Company under Plan. Had compensation cost been determined
based on the fair value at the grant dates for stock option awards consistent
with the method of SFAS 123, the

F-13
<PAGE>

SHOCHET HOLDING CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED WITH RESPECT TO INFORMATION FOR THE NINE-MONTH PERIODS
ENDED OCTOBER 31, 1998 AND 1999)--(CONTINUED)

8. STOCK COMPENSATION PLAN--(CONTINUED)

Company would have reported the following net (loss) income and earnings per
share ("EPS"):

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
JANUARY 31, OCTOBER 31,
------------------- ---------------------
1999 1998 1999 1998
--------- ------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net (loss) income...................... As reported $(327,000) $52,000 $(644,000) $(264,000)
Pro forma
$(413,000) $25,000 $(691,000) $(279,000)
Basic EPS.............................. As reported $ (0.27) $ 0.04 $ (0.54) $ (0.22)
Pro forma $ (0.34) $ 0.02 $ (0.58) $ (0.23)
Diluted EPS............................ As reported $ (0.27) $ 0.04 $ (0.54) $ (0.22)
Pro forma $ (0.34) $ 0.02 $ (0.58) $ (0.23)
</TABLE>

In April 1998, Research Partners offered employees holding certain options
having an exercise price of $4.50 to $6.00 the opportunity to convert their
options into options for a fewer number of shares, but with a lower exercise
price. Options for 2,000 shares were canceled and new options for 1,000 shares
were granted to employees of the Company in the conversion.

A summary of the status of the Company's participation in the Plan and
changes during the periods then ended is presented below:

<TABLE>
<CAPTION>
JANUARY 31, OCTOBER 31,
------------------------------------------ ------------------------------------------
1999 1998 1999 1998
------------------- ------------------- ------------------- -------------------
WEIGHTED WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE AVERAGE
STOCK OPTIONS SHARES PRICE SHARES PRICE SHARES PRICE SHARES PRICE
- ------------------------- ------- -------- ------- -------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Outstanding at beginning
of period.............. 28,000 $ 6.00 -- $ -- 126,000 $ 3.82 28,000 $ 6.00
Granted.................. 101,000 3.28 29,000 6.00 3,000 3.69 1,000 3.13
Forfeited................ (1,000) 6.00 (1,000) 6.00 (51,000) 3.31 (1,000) 6.00
Swapped.................. (2,000) 6.00 -- -- -- -- (2,000) 6.00
Exercised................ -- -- -- -- (3,000) 3.25 -- --
------- ------ ------- ------ ------- ------ ------- ------
Outstanding at end of
period................. 126,000 $ 3.82 28,000 $ 6.00 75,000 $ 4.14 26,000 $ 5.90
------- ------ ------- ------ ------- ------ ------- ------
------- ------ ------- ------ ------- ------ ------- ------
Weighted-average fair
value of options
granted during the
period................. $ 1.75 $ 3.13 $ 2.11 $ 1.69
------ ------ ------ ------
------ ------ ------ ------
Options exercisable at
period-end............. none none 14,000 none
-------
-------
</TABLE>

F-14
<PAGE>

SHOCHET HOLDING CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED WITH RESPECT TO INFORMATION FOR THE NINE-MONTH PERIODS
ENDED OCTOBER 31, 1998 AND 1999)--(CONTINUED)

8. STOCK COMPENSATION PLAN--(CONTINUED)

The fair value of the options was estimated on the date of grant using the
Black-Scholes option-pricing model with the following assumptions: dividend
yield of 0%, expected volatility of 32%, risk-free interest rate of 6.0%, and an
expected life of 10 years.

The following table summarizes information about stock options outstanding
at January 31, 1999:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
------------------------------------- OPTIONS EXERCISABLE
WEIGHTED- -----------------------
AVERAGE WEIGHTED- WEIGHTED-
REMAINING AVERAGE AVERAGE
SHARES CONTRACTUAL EXERCISE SHARES EXERCISE
RANGE OF EXERCISE PRICES OUTSTANDING LIFE PRICE EXERCISABLE PRICES
- --------------------------------------------- ----------- ----------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
$3.125 to $3.3125............................ 101,000 9.1 years $3.28 -- $ --
$6.00........................................ 25,000 8.1 $6.00 -- --
-------
126,000
-------
-------
</TABLE>

Stock award plan

The Company's participates in Research Partners' 1996 Incentive
Compensation Plan, which provides for a portion of annual incentive awards
payable to executive management and business unit managers to be made in
restricted shares of Research Partners' common stock. All awards are subject to
a minimum three-year vesting period. The maximum number of shares which may be
awarded under the plan is one million. As of January 31, 1999, less than 1,000
shares had been awarded to employees of the Company. The Company recognized no
compensation expense for stock awards under this plan.

Non-employee stock compensation

Research Partners granted stock options to purchase 25,000 shares to the
former owner of Shochet Securities on the date of Research Partners' initial
public offering in accordance with the Shochet Securities purchase agreement.
The fair value of the options, which was recorded as an adjustment to the
purchase price, was estimated to be $36,000 on the date of grant using the
Black-Scholes option-pricing model with the following assumptions: dividend
yield of 0%, expected volatility of 27%, risk-free interest rate of 6.4%, and
expected life of 2.5 years. All of the options were outstanding at January 31,
1999.

9. EARNINGS PER COMMON SHARE

In March 1997, the FASB issued SFAS No. 128, Earnings per Share ("SFAS
128"). This statement changes the calculation and presentation of EPS. The new
presentation consists of basic EPS, which includes no dilution and is computed
by dividing net income by the weighted-average number of common shares
outstanding for the period, and diluted

F-15
<PAGE>

SHOCHET HOLDING CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED WITH RESPECT TO INFORMATION FOR THE NINE-MONTH PERIODS
ENDED OCTOBER 31, 1998 AND 1999)--(CONTINUED)

9. EARNINGS PER COMMON SHARE--(CONTINUED)

EPS, which is similar to the previously disclosed fully diluted EPS. SFAS 128
will result in basic EPS results higher than EPS as calculated under the
previous method. All earnings per share amounts for all periods have been
presented, and where appropriate, restated to conform to the SFAS 128
requirements. The following table sets forth the computation of basic and
diluted EPS:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED JANUARY 31, OCTOBER 31,
----------------------- -----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Numerator for basic and diluted EPS:
Income (loss) from continuing operations..... $ 75,000 $ 52,000 $ (149,000) $ 7,000
Loss from discontinued operations............ (402,000) -- (495,000) (271,000)
---------- ---------- ---------- ----------
Net (loss) income............................ $ (327,000) $ 52,000 $ (644,000) $ (264,000)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Denominator for basic EPS....................... 1,200,000 1,200,000 1,200,000 1,200,000
---------- ---------- ---------- ----------
Denominator for diluted EPS..................... 1,200,000 1,200,000 1,200,000 1,200,000
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Basic EPS from:
Income from continuing operations............ $ 0.06 $ 0.04 $ (0.13) $ 0.01
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Loss from discontinued operations............ $ (0.33) $ -- $ (0.41) $ (0.23)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Net (loss) income............................ $ (0.27) $ 0.04 $ (0.54) $ (0.22)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Diluted EPS from:
Income from continuing operations............ $ 0.06 $ 0.04 $ (0.13) $ 0.01
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Loss from discontinued operations............ $ (0.33) $ -- $ (0.41) $ (0.23)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Net (loss) income............................ $ (0.27) $ 0.04 $ (0.54) $ (0.22)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>

10. CONCENTRATION OF CREDIT RISK AND OFF-BALANCE SHEET RISK

In the normal course of business, the Company's broker-dealer subsidiary
executes securities transactions on behalf of customers through a clearing
broker. The execution of these transactions includes the purchase and sale of
securities, including the sale of securities not currently owned. These
activities expose the Company to off-balance sheet risk in the event that
customers fail to fulfill their contractual obligations and margin requirements
are not sufficient to fully cover losses. The Company is obligated to its
clearing broker for losses sustained from the Company's customers. Should a
customer fail to deliver cash or securities as agreed, the Company may be
required to purchase or sell securities at unfavorable market prices. The
Company limits its risk by requiring customers

F-16
<PAGE>

SHOCHET HOLDING CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED WITH RESPECT TO INFORMATION FOR THE NINE-MONTH PERIODS
ENDED OCTOBER 31, 1998 AND 1999)--(CONTINUED)

10. CONCENTRATION OF CREDIT RISK AND OFF-BALANCE SHEET RISK--(CONTINUED)

to maintain margin collateral that is in compliance with regulatory and internal
guidelines and by making credit inquiries when establishing customer
relationships.

Securities sold, not yet purchased, represent the Company's obligations to
deliver specified securities at contracted prices. The Company is exposed to
risk of loss if securities prices increase prior to closing the transactions.

11. NET CAPITAL REQUIREMENTS

Shochet Securities is a registered broker-dealer with the SEC and a member
firm of the NASD and, as such, is subject to the SEC's net capital rule, which
requires the maintenance of minimum net capital.

Shochet Securities computes net capital under the standard aggregate
indebtedness method permitted by the net capital rule. At October 31, 1999,
Shochet Securities had net capital of $496,000 and a net capital requirement of
$100,000. Shochet Securities' ratio of aggregate indebtedness to net capital was
1.5 to 1.

12. DISCONTINUED OPERATION

On July 31, 1999 (measurement date), the Company discontinued the
operations of the On-site Day Trading division. Pursuant to Accounting
Principles Board Opinion ("APB") No. 30, "Reporting the Results of
Operations--Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions,"
losses from this segment, net of tax effect, have been separately disclosed on
the financial statements. Losses from this division are as follow:

<TABLE>
<CAPTION>
JANUARY 31, OCTOBER 31,
--------------------- ---------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Loss from discontinued operations..................... $ 534,000 $ -- $ 495,000 $ 353,000
Income tax benefit.................................... (132,000) -- -- (82,000)
--------- --------- --------- ---------
Net loss from discontinued operations................. $ 402,000 $ -- $ 495,000 $ 271,000
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>

13. LITIGATION

F-17
<PAGE>

SHOCHET HOLDING CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED WITH RESPECT TO INFORMATION FOR THE NINE-MONTH PERIODS
ENDED OCTOBER 31, 1998 AND 1999)--(CONTINUED)

13. LITIGATION--(CONTINUED)

attorney's fees. Research Partners paid an aggregate of $411,000 on behalf of
Shochet Securities. Research Partners believes it has a claim against the former
owners of Shochet Securities for indemnification of the amounts it has paid
since it believes that most of the activity upon which the former customer's
complaint was based occurred prior to Research Partners' acquisition of Shochet
Securities. If Research Partners collects under this indemnification, it would
reduce the amount Shochet Securities would be required to reimburse Research
Partners.

At October 31, 1999, management recorded a reserve against possible future
losses from this settlement of $225,000. In November 1999, management decreased
this reserve to $150,000 based on its current estimate of Shochet Securities'
ultimate liability in this case and in accordance with the Statement of
Financial Accounting Standards No. 5 and Staff Accounting Bulletin No. 92.

14. SUBSEQUENT EVENTS

In November 1999, the Company established the 1999 Performance Equity Plan.
The plan authorizes the granting of awards of up to 350,000 shares of the
Company's common stock to key employees, officers, directors and consultants.
The Board of Directors determines the persons to whom awards will be granted,
the number of awards to be granted and the specific terms of each grant. To
date, the Company has entered into agreements with three employees to award a
total of 108,000 options as of the date of the Company's public offering.

In January 2000, the Division of Securities and Investor Protection of the
Department of Banking of the State of Florida notified the Company that, based
on the circumstances described in Footnote 13, it believed that Shochet
Securities, the current employee and a former member of the Company's
management, had violated provisions of the Florida Securities and Investor
Protection Act. Although the Division of Securities and Investor Protection
proposed a settlement to the Company at the same time as the Company was
informed of its interest in this matter, the Company intends to explore our
options to defend or otherwise resolve this matter. There can be no assurance
that this matter will be resolved in a manner favorable to the Company. The
proposed settlement would have no material adverse effect on the Company's
financial condition or results of operations, although adverse publicity
associated with acceptance of the proposed settlement might materially hurt our
business.

F-18
<PAGE>
[LOGO]

SHOCHET HOLDING CORP.

1,000,000 SHARES OF COMMON STOCK

------------------------
PROSPECTUS
------------------------

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
NEITHER SHOCHET HOLDING CORP. NOR ANY UNDERWRITER HAS AUTHORIZED ANYONE TO
PROVIDE PROSPECTIVE INVESTORS WITH ANY DIFFERENT OR ADDITIONAL INFORMATION. THIS
PROSPECTUS IS NOT AN OFFER TO SELL NOR IS IT SEEKING AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT ONLY AS OF THE DATE OF THIS
PROSPECTUS, REGARDLESS OF THE TIME OF THE DELIVERY OF THIS PROSPECTUS OR ANY
SALE OF THESE SECURITIES.

UNTIL , 2000 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

GAINES, BERLAND INC. SHOCHET SECURITIES, INC.

<PAGE>
PART TWO
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The laws of the Delaware permit the indemnification of directors,
employees, officers and agents of Delaware corporations. Our articles of
incorporation and bylaws provide that we shall indemnify to the fullest extent
permitted by Delaware law any person whom we indemnify under that law.

The provisions of Delaware law that authorize indemnification do not
eliminate the duty of care of a director. In appropriate circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available. In addition, each director will continue to be subject to
liability for (a) violations of criminal laws, unless the director has
reasonable cause to believe that his conduct was lawful or had no reasonable
cause to believe his conduct was unlawful, (b) deriving an improper personal
benefit from a transaction, (c) voting for or assenting to an unlawful
distribution and (d) willful misconduct or conscious disregard for our best
interests in a proceeding by or in our right to procure a judgment in its favor
or in a proceeding by or in the right of a stockholder. The statute does not
affect a director's responsibilities under any other law, such as the federal
securities laws.

The effect of the foregoing is to require us to indemnify our officers and
directors for any claim arising against such persons in their official
capacities if such person acted in good faith and in a manner that he or she
reasonably believed to be in or not contrary to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

Under the terms of our underwriting agreement, our directors and officers
also are indemnified against certain civil liabilities that they may incur under
the Securities Act of 1933.

To the extent that we indemnify our management for liabilities arising
under securities laws, we have been informed by the SEC that this
indemnification is against public policy and is therefore unenforceable.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses payable by us in connection with the distribution of
the securities being registered are as follows:

<TABLE>
<S> <C>
SEC Registration and Filing Fee................. $ 2,993.76
NASD Fee........................................ 1,634.21
Nasdaq SmallCap Fee............................. 6,000.00
Legal Fees and Expenses......................... 120,000.00
Accounting Fees and Expenses.................... 75,000.00
Financial Printing and Engraving................ 95,000.00
Blue Sky Fees and Expenses...................... 50,000.00
Miscellaneous................................... 2,000.00
-----------
Total..................................... $352,628.00
-----------
-----------
</TABLE>

II-1
<PAGE>
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

In November 1999, as part of a corporate reorganization into a holding
company structure, Research Partners contributed all 200,000 issued and
outstanding shares of Shochet Securities to Shochet Holding Corp. in exchange
for 1,200,000 shares of common stock of Shochet Holding Corp. Inasmuch as this
transaction did not involve any public offering, this transaction was exempt
from registration within the meaning of Section 4(2) and Regulation D of the
Securities Act of 1933.

ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT
- -------- --------------------------------------------------------------------------------------------------------
<S> <C>

1.1 -- Form of Underwriting Agreement*
2.1 -- Certificate of Incorporation of Shochet Holding Corp.*
3.2 -- Certificate of Amendment of Shochet Holding Corp.*
3.2(a) -- Certificate of Amendment of Shochet Holding Corp.*
3.3 -- Bylaws of Shochet Holding Corp.*
3.4 -- Amendment No. 1 to Bylaws of Shochet Holding Corp.*
4.1 -- Specimen Common Stock Certificate*
4.2 -- Underwriter's Purchase Option*
5.1 -- Opinion of Atlas Pearlman, P.A.*
10.1 -- 1999 Performance Equity Plan*
10.2 -- Employment Agreement between Shochet Holding Corp. and Roger Gladstone*
10.3 -- Employment Agreement between Shochet Holding Corp. and David Greenberg*
10.4 -- Employment Agreement between Shochet Holding Corp. and Howard Landers*
10.5 -- Intercompany Services Agreement between Research Partners International, Inc. and Shochet Holding
Corp.*
10.6 -- Clearing Agreement between Shochet Securities, Inc. and Schroder & Co., Inc.*
10.7 -- Form of Option Agreement*
21.1 -- Subsidiaries of Shochet Holding Corp.*
23.1 -- Consent of KPMG LLP
23.2 -- Consent of Atlas Pearlman, P.A. (Contained in Exhibit 5.1)*
24.1 -- Powers of Attorney (included on signature page)*
27.1 -- Financial Data Schedule*
</TABLE>

- ------------------

* Previously filed

ITEM 28. UNDERTAKINGS

The undersigned issuer hereby undertakes to provide to the underwriters,
the closing specified in the underwriting agreement, certificates in such
denominations and registered in such names as required by the underwriters, to
permit prompt delivery to each purchaser.

II-2
<PAGE>
The undersigned issuer also undertakes:

(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to:

(1) include any prospectus required by section 10(a)(3) of the
Securities Act;

(2) reflect in the prospectus any facts or events arising after
the effective date of the registration statement;

(3) include any additional or changed material information
regarding the plan of distribution;

(4) for determining liability under the Securities Act, we will
treat each post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering; and

(5) file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.

(b) As indemnification for liability arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant under the above 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 Securities Act
and is unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment of expenses incurred or paid by a
director, officer or controlling person in the successful defense of any
action, suit or proceeding) is asserted by any director, officer or
controlling person in connection with the securities being registered, we
will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(1) For the purpose of determining any liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon
Rule 430A and contained in a form of prospectus filed by us under
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it was
declared effective.

(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered in the prospectus and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering of the securities.

II-3
<PAGE>
SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM SB-2 AND AUTHORIZED THIS AMENDMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, HEREUNTO DULY AUTHORIZED, IN
HALLANDALE, FLORIDA ON MARCH 9, 2000.

SHOCHET HOLDING CORP.

By: /s/ ROGER N. GLADSTONE
-----------------------------------
Roger N. Gladstone
Chairman and
Chief Executive Officer
(Principal Executive Officer)

SIGNATURE TITLE DATE
- --------------------------------------------- --------------------------------- ---------------------
<S> <C> <C>
/S/ROGER N. GLADSTONE
- ---------------------------------------------
Roger N. Gladstone Chairman of the Board and March 9, 2000
Chief Executive Officer
/S/DAVID GREENBERG*
- ---------------------------------------------
David Greenberg President, Chief Operating March 9, 2000
Officer and Director, Principal
Financial Officer and Principal
Accounting Officer
/S/HOWARD B. LANDERS*
- ---------------------------------------------
Howard B. Landers Executive Vice President March 9, 2000
and Director
/S/RICHARD Y. ROBERTS*
- ---------------------------------------------
Richard Y. Roberts Director March 9, 2000

/S/ JAMES I. KRANTZ
- ---------------------------------------------
James I. Krantz Director March 9, 2000

/S/ JOHN P. MARGARITIS*
- ---------------------------------------------
John Margaritis Director March 9, 2000

/S/ JOHN P. REYNOLDS*
- ---------------------------------------------
John P. Reynolds Director March 9, 2000

*By: /s/ ROGER N. GLADSTONE
-----------------------------------------
Roger N. Gladstone
(Attorney-in-Fact)
</TABLE>

II-4

<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT
- -------- --------------------------------------------------------------------------------------------------------
<S> <C>
23.1 -- Consent of KPMG LLP
</TABLE>

The Board of Directors and Stockholders
Shochet Holding Corp. and Subsidiary

We consent to the inclusion of our report dated December 6, 1999 with respect to
the consolidated statement of financial condition of Shochet Holding Corp. and
subsidiary as of January 31, 1999, and the related consolidated statements of
operations, changes in stockholders' equity, and cash flows for each of the
years in the two year period ended January 31, 1999, in the registration
statement on Form SB-2 and to the reference to our firm under the heading
"Expert" in the prospectus dated March 9, 2000.

KPMG LLP

New York, New York
March 9, 2000