INTERNATIONAL ASSETS HOLDING CORP
10QSB, 1998-02-11
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                     U.S. Securities and Exchange Commission
                              Washington D.C. 20549

                                   Form 10-QSB


        [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 1997

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

                        Commission File Number 33-70334-A


                    INTERNATIONAL ASSETS HOLDING CORPORATION
        (Exact name of small business issuer as specified in its charter)



   Delaware                                                        59-2921318
- -------------------------------------------------------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                        250 Park Avenue South, Suite 200
                              Winter Park, FL 32789
                    (Address of principal executive offices)

                                 (407) 629-1400
                           (Issuer's telephone number)

                                       NA
- -------------------------------------------------------------------------------
      (Former name, former address and former fiscal year, if changed since
                                  last report)


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

The number of shares outstanding of Common Stock was 1,547,201 as of
 February 2, 1998.

Transitional small business disclosure format   Yes [ ]   No [X]

                                       
<PAGE>

<PAGE>
                                      INDEX

<TABLE>
<CAPTION>                        <C>                                                                   <C>     
<S>




                                                                                                      Page No.
Part I.           FINANCIAL INFORMATION


   Item 1.        Financial Statements

                  Condensed Consolidated Balance Sheet as of December 31, 1997                          3

                  Condensed Consolidated Statements of Operations for the
                  Three Months ended December 31, 1997 and 1996                                         5

                  Condensed Consolidated Statements of Cash Flows for the
                  Three Months ended December 31, 1997 and 1996                                         6

                  Notes to Condensed Consolidated Financial Statements                                  8

   Item 2.        Management's Discussion and Analysis or Plan of Operation                            10


Part II.          OTHER INFORMATION

   Item 1.        Legal Proceedings                                                                    14

   Item 6.        Exhibits and Reports on Form 8-K                                                     14

                  Signatures                                                                           15

</TABLE>


                                       2
<PAGE>

<PAGE>
            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheet

                                December 31, 1997

                                   (Unaudited)
<TABLE>
<CAPTION>         <C>                                                                                       <C>
<S>

             Assets


Cash                                                                                              $          388,797
Cash deposits with clearing broker                                                                         2,284,189
Foreign currency deposits with clearing broker                                                                 6,821
Investments                                                                                                1,313,689
Other receivables                                                                                            152,917
Securities owned, at market value                                                                          2,561,131
Income tax receivable                                                                                          3,655
Deferred income tax benefit                                                                                  135,673

Property and equipment, at cost:
     Leasehold improvements                                                                                   52,953
     Furniture and equipment                                                                                 882,407
                                                                                                     ----------------

                                                                                                             935,360
Less accumulated depreciation and amortization                                                              (493,528)
                                                                                                     ----------------

             Net property and equipment                                                                      441,832

Other assets, net of accumulated amortization of $99,000                                                     145,328







                                                                                                     ================
             Total assets                                                                         $        7,434,032
                                                                                                     ================

See accompanying notes to condensed consolidated financial statements.
</TABLE>

                                       3
<PAGE>


            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheet

                                December 31, 1997

                                   (Unaudited)
<TABLE>
<CAPTION>                  <C>                                                                               <C> 
<S>

             Liabilities and Stockholders' Equity


Liabilities:
     Securities sold, but not yet purchased, at market value                                      $          285,986
     Payable to clearing broker                                                                              360,006
     Accounts payable                                                                                        244,481
     Accrued employee compensation  and benefits                                                             338,401
     Other accrued expenses                                                                                  379,508
     Income taxes payable                                                                                     27,904
     Deferred income taxes                                                                                    17,701
     Other                                                                                                   110,175
                                                                                                     ----------------

             Total liabilities                                                                             1,764,162
                                                                                                     ----------------


Stockholders' equity:
     Preferred stock, $.01 par value.  Authorized 1,000,000
       shares; issued and outstanding -0- shares                                                              -
     Common stock, $.01 par value.  Authorized 3,000,000
       shares; issued and outstanding 1,547,201                                                               15,472
     Additional paid-in capital                                                                            3,673,225
     Retained earnings                                                                                     1,981,173
                                                                                                     ----------------

             Total stockholders' equity                                                                    5,669,870




                                                                                                     ================
             Total liabilities and stockholders' equity                                           $        7,434,032
                                                                                                     ================

See accompanying notes to condensed consolidated financial statements.

</TABLE>


                                       4
<PAGE>

<PAGE>
            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                 Condensed Consolidated Statements of Operations

              For the Three Months Ended December 31, 1997 and 1996

                                   (Unaudited)
<TABLE>
<CAPTION>                  <C>                                                              <C>                   <C>
<S>
                                                                                             1997                1996
Revenues:
     Commissions                                                                     $        2,063,134           2,021,907
     Net dealer inventory and investment gains                                                  481,586             521,784
     Other revenue                                                                              141,479             144,031
                                                                                        ----------------   -----------------

             Total revenues                                                                   2,686,199           2,687,722
                                                                                        ----------------   -----------------

Expenses:
     Commissions and clearing fees                                                            1,186,467           1,126,563
     Employee compensation and benefits                                                         525,410             575,657
     Communications and promotions                                                              457,272             335,665
     Other operating expenses                                                                   713,028             378,717
                                                                                        ----------------   -----------------

             Total expenses                                                                   2,882,177           2,416,602
                                                                                        ----------------   -----------------

Income (Loss) before income taxes                                                              (195,978)            271,120

Income tax expense (benefit)                                                                    (61,276)            113,569
                                                                                        ----------------   -----------------

Net income (loss)                                                                    $         (134,702)            157,551
                                                                                        ================   =================


Basic earnings (loss) per share                                                      $           (.087)                .099
Diluted earnings (loss) per share                                                    $           (.087)                .095


Weighted average number of common shares outstanding                                          1,548,962           1,592,951
Weighted average number of common shares and dilutive
    potential common shares outstanding                                                       1,548,962           1,661,919


See accompanying notes to condensed consolidated financial statements.
</TABLE>

                                       5
<PAGE>


<PAGE>
            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows

              For the Three Months Ended December 31, 1997 and 1996

                                   (Unaudited)
<TABLE>
<CAPTION>                <C>                                                                   <C>                <C>
<C>
                                                                                              1997                 1996
Cash flows from operating activities:
     Net income (loss)                                                              $        (134,702)           157,551
     Adjustments to reconcile net income (loss) to net cash
       used for operating activities:
          Net amortization and appreciation of investments                                    (21,432)           (23,450)
          Depreciation and amortization                                                        46,957             37,572
          Deferred income taxes                                                               (89,180)            (9,163)
          Cash provided by (used for) changes in:
             Receivable from clearing broker, net                                             405,050             (3,099)
             Receivable from affiliated company                                                  -                24,120
             Other receivables                                                                (94,315)           (11,005)
             Securities owned, at market value                                                (32,871)          (263,592)
             Other assets                                                                      20,868             21,213
             Securities sold, but not yet purchased, at market value                         (396,068)          (386,965)
             Payable to clearing broker, net                                                  360,006                -
             Accounts payable                                                                 128,414             21,911
             Accrued employee compensation and benefits                                      (562,572)          (371,638)
             Other accrued expenses                                                           111,194             35,704
             Income taxes payable                                                              27,904             (5,768)
             Other liabilities                                                                    815                 38
                                                                                       -----------------  -----------------

             Net cash used for operating activities                                          (229,932)          (776,571)
                                                                                       -----------------  -----------------

Cash flows from investing activities
     Disposal of investments                                                                1,950,000          2,250,000
     Acquisition of investments                                                            (1,941,874)        (2,271,996)
     Acquisition of property, equipment and other assets                                      (38,412)          (102,950)
                                                                                       -----------------  -----------------

             Net cash used for investing activities                                           (30,286)          (124,946)
                                                                                       -----------------  -----------------



                                                                                                        (continued)


See accompanying notes to condensed consolidated financial statements.

</TABLE>

                                       6
<PAGE>

            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

           Condensed Consolidated Statements of Cash Flows, Continued
<TABLE>
<CAPTION>                <C>                                                                  <C>               <C>
<S>

                                                                                             1997               1996

Cash flows from financing activities:
     Acquisition of common shares related to repurchase program                            (22,822)           (21,431)
     Acquisition of common shares related to terminated
             ESOP participants                                                                 -                 (429)
                                                                                       -----------------  -----------------

             Net cash used for financing activities                                        (22,822)           (21,860)
                                                                                       -----------------  -----------------

             Net decrease in cash and cash equivalents                                    (283,040)          (923,377)

Cash and cash equivalents at beginning of period                                         2,962,847          2,829,483
                                                                                       -----------------  -----------------

Cash and cash equivalents at end of period                                               2,679,807          1,906,106
                                                                                       =================  =================


Supplemental disclosure of cash flow information:
     Cash paid for interest                                                                    479                876
                                                                                       =================  =================

     Income taxes paid                                                              $         -               128,500
                                                                                       =================  =================



</TABLE>



See accompanying notes to condensed consolidated financial statements.


                                       7
<PAGE>

<PAGE>
            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements

                             December 31, 1997 and 1996

(1) Basis of Presentation 
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with the  instructions  and  requirements of Form 10-QSB
and,  therefore,  do not include all information  and footnotes  necessary for a
fair presentation of financial position,  results of operations,  and cash flows
in conformity with generally accepted accounting  principles.  In the opinion of
Management,  such financial  statements reflect all adjustments  necessary for a
fair statement of the results of operations,  cash flows and financial  position
for the interim periods presented. Operating results for the interim periods are
not  necessarily  indicative  of the results  that may be expected  for the full
year.  These  condensed  consolidated  financial  statements  should  be read in
conjunction with the Company's audited consolidated financial statements for the
year  ending  September  30,  1997,  filed  on  Form  10-KSB  (SEC  File  Number
33-70334-A).

As used in this Form  10-QSB,  the term  "Company"  refers,  unless the  context
requires  otherwise,  to International  Assets Holding  Corporation and its five
wholly owned subsidiaries;  International Assets Advisory Corp. ("IAAC"), Global
Assets Advisors,  Inc. ("GAA"),  International Financial Products, Inc. ("IFP"),
GlobalNet  Securities,  Inc. ("GNSI") and  International  Asset Management Corp.
("IAMC").  All  significant  intercompany  balances and  transactions  have been
eliminated in consolidation.

(2) Securities Owned and Securities Sold, But Not Yet Purchased
Securities  owned and  Securities  sold,  but not yet  purchased at December 31,
1997,  consist of trading and  investment  securities at quoted market values as
follows:
 
<TABLE>
<CAPTION>               <C>                                                <C>             <C>
<S>                                                                                    Sold, but not
                                                                          Owned        yet purchased
 
         Obligations of U.S. Government                               $    229,722           -
         Common stock and American Depository Receipts                   1,256,099        252,168
         Proprietary unit investment trusts                                777,881           -
         Corporate and municipal bonds                                     207,819         33,818
         Foreign government obligations                                     89,610            -
                                                                        ___________      __________
                                                                       $ 2,561,131        285,986



</TABLE>

                                       8
<PAGE>

<PAGE>
            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

         Notes to Condensed Consolidated Financial Statements, continued

(3)    Stock Dividend
On  November  14, 1997 the  Company's  Board of  Directors  declared a 10% stock
dividend for  shareholders of record on December 26, 1997 and payable on January
20, 1998. The 10% stock dividend  increased the Company's issued and outstanding
common shares by an additional 140,648 shares.

(4)    Basic and Diluted Earnings (Loss) Per Share
On October 1, 1997 the Company  adopted the provisions of Statement of Financial
Accounting  Standards (SFAS) No. 128, Earnings Per Share.  Comparative  earnings
per share data for the quarter  ended  December  31,  1996 has been  restated to
adhere to the provisions of SFAS No. 128.

Basic earnings (loss) per share for the three months ended December 31, 1997 and
1996,  have been computed by dividing net income (loss) by the weighted  average
number of common shares  outstanding.  Diluted  earnings per share for the three
months ended  December 31, 1996 have been computed by dividing net income by the
weighted  average number of common shares and dilutive  potential  common shares
outstanding. Diluted loss per share for the three months ended December 31, 1997
is the same as basic loss per share because of the  anti-dilutive  impact of the
potential common shares, due to the loss for the period.

Due to the issuance of the 10% stock  dividend,  the  computations  of basic and
diluted  earnings  (loss) per share  have been  adjusted  retroactively  for all
periods  presented  to  reflect  this  change  in  capital  caused  by the stock
dividend.

(5)    Leases
The Company occupies leased office space of approximately  13,815 square feet at
250 Park Avenue South, Winter Park,  Florida.  The expiration date of the office
lease is May 31, 2001.  The lease  includes an option to renew for an additional
three years at a rental rate determined by the landlord.

The Company is obligated under various  noncancelable  operating  leases for the
rental of its office  facilities  and certain  office  equipment.  Rent  expense
associated  with operating  leases amounted to $46,189 and $76,948 for the three
months ended  December  31,  1997,  and 1996,  respectively.  The minimum  lease
payments  under  noncancelable  operating  leases as of December 31, 1997 are as
follows:

                                       9
<PAGE>

<PAGE>
           INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

        Notes to Condensed Consolidated Financial Statements, continued


               Fiscal Year (12 month period) Ending September 30, 
                   1998                                  265,200
                   1999                                  316,000
                   2000                                  327,000
                   2001                                  233,000
                   2002                                   17,500
                                                                        

       Total future minimum lease payments            $1,158,700


(6)    Stock Repurchase Program
On November 14, 1997 the Board of Directors  authorized  the Company to continue
its repurchase of up to $500,000 in shares of the Company's  common stock in the
open market  during the  remainder of the fiscal year ended  September 30, 1998.
The stock  purchases will be made in the open market from time to time as market
conditions  permit.  The  Company is  required  to comply  with Rule  10b-18 and
Regulation  M of the  Securities  and  Exchange  Commission  which  regulate the
specific  terms in which shares may be  repurchased.  Since the inception of the
repurchase  program on March 13, 1996 the Company has  repurchased and retired a
total of 33,330 shares (as adjusted for the 10% stock  dividend) at a total cost
of $121,446.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Certain   statements  in  this   discussion  may   constitute   "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  Such  forward-looking  statements  involve  known  and  unknown  risks
including,  but not  limited  to,  changes  in  general  economic  and  business
conditions,  interest rate and securities market fluctuations,  competition from
within and from  outside the  investment  brokerage  industry,  new products and
services  in the  investment  brokerage  industry,  changing  trends in customer
profiles and changes in laws and regulations applicable to the Company. Although
the Company believes that its expectations  with respect to the  forward-looking
statements  are based  upon  reasonable  assumptions  within  the  bounds of its
knowledge  of its business and  operations,  there can be no assurance  that the
actual  results,  performance  or  achievement  of the  Company  will not differ
materially  from any future results,  performance or  achievements  expressed or
implied by such forward-looking statements.


                                       10
<PAGE>

The  Company's  assets  decreased  from  $7,928,214  at September  30, 1997,  to
$7,434,032  at December  31,  1997,  or a decrease of  $494,182.  The  Company's
liabilities  decreased  from  $2,100,820 at September 30, 1997, to $1,764,162 at
December  31, 1997,  or a decrease of  $336,658.  The decrease in the net assets
(assets less liabilities) of $157,524 primarily relates to the $134,702 net loss
incurred by the Company for the three month  fiscal  period  ended  December 31,
1997, net of stock repurchase  costs from the stock repurchase  program totaling
$22,822 for the same period.

The  Company's  condensed  consolidated  balance  sheet at  December  31,  1997,
reflects a payable to clearing broker,  for trades which had not yet settled for
cash, due to the costs from the purchase of securities exceeding the proceeds of
securities sold.

Results of Operations:

The Company's principal activities,  securities brokerage and the trading of and
market-making in securities,  are highly competitive and extremely volatile. The
earnings of the Company are subject to wide fluctuations since many factors over
which the Company has little or no control,  particularly  the overall volume of
trading and the volatility and general level of market prices, may significantly
affect its operations.

Three  Months Ended  December  31,  1997,  as Compared to the Three Months Ended
December 31, 1996

The Company's revenues are derived primarily from commissions earned on the sale
of  securities  and  trading  income  in  securities  purchased  or sold for the
Company's account. Total revenues decreased by approximately $1,500, or .06% for
the three months ended  December 31, 1997, as compared to the three months ended
December 31,  1996.  For the three  months  ended  December 31, 1997,  and 1996,
approximately 77% and 75%, respectively,  of the Company's revenues were derived
from  commissions  earned on the sale of securities.  For the three months ended
December 31, 1997, and 1996,  approximately  18% and 19%,  respectively,  of the
Company's  total revenues were from net dealer  inventory and  investment  gains
(trading revenue).

Commission  revenue  increased  by  approximately  $41,000,  or 2% for the three
months ended  December 31, 1997, as compared to the three months ended  December
31,  1996.  The average  number of account  executives  increased  from 41 as of
December 31, 1996, to 49 as of December 31, 1997.  During the three months ended
December 31, 1997,  the overall  volume of customer  ticket orders  increased by
approximately  12% and the average  dollar amount of retail trades  decreased by
approximately 13%, as compared to the three months ended December 31, 1996. This
approximate  12% increase in ticket volume was largely offset by the approximate
13% decrease in the average  dollar  amount of retail  trades,  resulting in the


                                       11
<PAGE>


approximate 2% increase in total  commission  revenue for the three months ended
December 31, 1997 over the same period in 1996.

Revenues  from  net  dealer   inventory  and  investment   gains   decreased  by
approximately  $40,198,  or 8% for the three months ended  December 31, 1997, as
compared to the three  months ended  December 31, 1996.  The decrease in trading
revenue is primarily  attributable to a decrease in the Company's retail trading
income due to the  volatility  of the Asian  financial  markets.  The  Company's
trading department primarily  concentrates on global securities that it believes
are likely to be traded by the Company's clients.  By focusing on these types of
securities,  trading revenue is more closely  related to commission  revenue and
order flow.

Other revenue  decreased by  approximately  $2,500 or 2% during the three months
ended  December  31, 1997,  as compared to the three  months ended  December 31,
1996. The decrease in other revenue is primarily due to decreases in list rental
income and subscription fee income.

The major  expenses  incurred  by the  Company  relate  to  direct  costs of its
securities   operations  such  as  commissions   and  clearing  fees,   employee
compensation  and  benefits,  communications  and  promotions  expense and other
operating expenses.  Total expenses increased by approximately  $466,000, or 19%
for the three months ended  December 31, 1997, as compared to the same period in
1996.  This  increase in expenses is  primarily  attributable  to  increases  in
commissions and clearing fees, communications and promotions and other operating
expenses.

Commissions and clearing fees increased  approximately $60,000, or 5% during the
three  months ended  December 31, 1997,  as compared to the same period in 1996.
This  increase  is partly  attributable  to  increases  in  commissions  expense
directly  related to increases in new broker  expenses  based on the increase in
the  average  number of account  representatives.  The  increase  is also partly
related to increases in clearing fees based on the 12% increase in retail ticket
volume.

Employee  compensation and benefits expense decreased by approximately  $50,000,
or 9% during the three months ended  December 31, 1997, as compared to the three
months  ended  December  31, 1996.  The  decrease in employee  compensation  and
benefits is  primarily  due to a decrease in  performance  based bonus  accruals
based on the  approximate  $196,000  loss before  income taxes  incurred for the
three months ended December 31, 1997 compared to the approximate $271,000 income
before income taxes for the same period in 1996.

Communications  and promotions expense increased by approximately  $121,000,  or
36% during the three  months ended  December 31, 1997,  as compared to the three
months ended December 31, 1996. This increase is primarily  related to increases
in expenditures  for promotional  print media  including  postage,  printing and
design costs.

                                       12
<PAGE>


Other operating expenses increased by approximately  $334,000, or 88% during the
three  months ended  December  31,  1997,  as compared to the three months ended
December  31,  1996.  Approximately  $130,000  of this  increase  is  related to
professional  fees  incurred by the  Company  for the defense of an  arbitration
matter.  In  addition,  approximately  $100,000  of  the  increase  is  for  the
arbitration  award  for a portion  of the  claimant's  claim  and an  additional
$100,000 of the increase is for partial  reimbursement  of the claimant's  legal
fees also awarded to the claimant in the same matter.

As a result of the above, the Company is reporting a loss before income taxes of
approximately  $196,000 for the three months  ended  December 31, 1997.  This is
compared to income before income taxes of  approximately  $271,000 for the three
months ended  December 31, 1996.  The  Company's  effective  income tax rate was
approximately 31% for the three months ended December 31, 1997 and approximately
42% for the three months ended December 31, 1996. 

Liquidity and Capital Resources

Substantial  portions of the Company's assets are liquid.  At December 31, 1997,
approximately  87% of the Company's assets consisted of cash, cash  equivalents,
and  marketable  securities.  All assets are  financed by the  Company's  equity
capital,  short-term  borrowings from securities lending  transactions and other
payables.

The Company's wholly owned registered securities  broker/dealer  subsidiary IAAC
is subject to the requirements of the SEC and the NASD relating to liquidity and
net capital levels.  At December 31, 1997, IAAC had net capital of approximately
$2,560,000,  which was  approximately  $2,431,000  in excess of its  minimum net
capital requirement at that date.

In the opinion of management,  the Company's existing capital and cash flow from
operations will be adequate to meet the Company's capital needs for at least the
next 12 months in light of known and reasonably  estimated  trends. In addition,
management  believes that the Company will be able to obtain additional short or
medium-term  financing  that may be  desirable  in the  ordinary  conduct of its
business.  The Company has no plans for additional financing and there can be no
assurance such financing will be available.

                                       13
<PAGE>

<PAGE>
                           PART II - OTHER INFORMATION

    ITEM 1.       LEGAL PROCEEDINGS

The Company was involved in a National  Association of Securities Dealers (NASD)
arbitration hearing that concluded on November 7, 1997. On January 16, 1998, the
Company received  notification  from the NASD arbitration panel that an award of
$99,845 plus $100,000  reimbursement  for a portion of the claimant's legal fees
was  awarded  to the  claimant.  The  cost of  both  the  award  and  legal  fee
reimbursement  was accrued in other  accrued  expenses in the  December 31, 1997
financial statements and was paid on January 22, 1998.

The Company is party to certain additional arbitration and/or litigation matters
as of  December  31,  1997 which  relate  primarily  to  matters  arising in the
ordinary  course of business.  Management  of the Company  anticipates  that the
final  resolution  of these  additional  items will not have a material  adverse
effect on the Company's consolidated financial statements.

The foregoing  discussion contains certain  "forward-looking  statements" within
the  meaning of the  Private  Securities  Litigation  Reform  Act of 1995.  Such
forward-looking  statements involve various risks and uncertainties with respect
to current legal proceedings. Although the Company believes that its expectation
with  respect  to the  forward-looking  statements  are  based  upon  reasonable
assumptions  within the bounds of its knowledge of its business and  operations,
there can be no assurances that the actual  results,  performance or achievement
of the Company will not differ  materially from any future results,  performance
or achievements expressed or implied by such forward-looking statements.


    ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

             a). Exhibits

             (11) The Statements of Computation of Earnings Per Share are
                  attached hereto as Exhibit 11.

             (27)  Broker-Dealers and Broker Dealer Holding Companies Financial
                   Data Schedule BD is attached hereto as Exhibit 27

            b). Form 8-K

                No reports were filed on Form 8-K during the three months ended
                December 31, 1997

                                       14
<PAGE>

<PAGE>
                                   Signatures



In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                     INTERNATIONAL ASSETS HOLDING CORPORATION


Date 02/10/98                       /s/ Jerome F. Miceli   
                                    Jerome F. Miceli
                                    President and Chief Operating Officer


Date 02/10/98                       /s/ Jonathan C. Hinz
                                    Jonathan C. Hinz
                                    Chief Accounting Officer


                                       15
<PAGE>

<PAGE>
                    INTERNATIONAL ASSETS HOLDING CORPORATION
                 STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
                                   EXHIBIT 11
              For the Three Months Ended December 31, 1997 and 1996
<TABLE>
<CAPTION>         <C>                                                                <C>                     <C>
<S>

                                                                                    1997 (1)                  1996
Basic Earnings (Loss) Per Share

  Net income (loss)                                                              $ (134,702)               $ 157,551

  Weighted average number of common shares outstanding                            1,548,962                1,592,951

  Basic earnings (loss) per share                                                  $ (0.087)                 $ 0.099


Diluted Earnings (Loss) Per Share

  Net income (loss)                                                              $ (134,702)               $ 157,551

  Weighted average number of common shares outstanding                            1,548,962                1,592,951

  Weighted average number of net common shares that would
  be issued upon exercise of dilutive options and warrants assuming
  proceeds used to repurchase shares pursuant to the treasury
  stock method (2)                                                                                            68,968

  Weighted average number of common shares and dilutive
  potential common shares outstanding                                             1,548,962                1,661,919

  Diluted earnings (loss) per share                                                $ (0.087)                 $ 0.095

</TABLE>

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

(1) Diluted  earnings  (loss) per share is the same as basic earnings (loss) per
share for 1997 because of the  anti-dilutive  impact of the  dilutive  potential
common shares due to the net loss for 1997.

(2) The  treasury  stock  method  recognizes  the use of proceeds  that could be
obtained upon exercise of options and warrants in computing diluted earnings per
share.  It assumes  exercise of options and warrants as of the  beginning of the
period or when issued, if later, and that any proceeds would be used to purchase
common stock at the average market price during the period.


                                       16
<PAGE>

<TABLE> <S> <C>

<ARTICLE>                  BD
<MULTIPLIER>               1
       
<S>                                  <C>
<PERIOD-TYPE>                       3-MOS
<FISCAL-YEAR-END>                                               SEP-30-1998
<PERIOD-END>                                                    DEC-31-1997
<CASH>                                                            2,679,807
<RECEIVABLES>                                                       156,572
<SECURITIES-RESALE>                                                       0
<SECURITIES-BORROWED>                                                     0
<INSTRUMENTS-OWNED>                                               3,874,820
<PP&E>                                                              441,832
<TOTAL-ASSETS>                                                    7,434,032
<SHORT-TERM>                                                              0
<PAYABLES>                                                          970,792
<REPOS-SOLD>                                                              0
<SECURITIES-LOANED>                                                       0
<INSTRUMENTS-SOLD>                                                  285,986
<LONG-TERM>                                                               0
                                                     0
                                                               0
<COMMON>                                                             15,472
<OTHER-SE>                                                        5,654,398
<TOTAL-LIABILITY-AND-EQUITY>                                      7,434,032
<TRADING-REVENUE>                                                   481,586
<INTEREST-DIVIDENDS>                                                 78,870
<COMMISSIONS>                                                     2,063,134
<INVESTMENT-BANKING-REVENUES>                                             0
<FEE-REVENUE>                                                        45,351
<INTEREST-EXPENSE>                                                      479
<COMPENSATION>                                                    1,387,729
<INCOME-PRETAX>                                                    (195,978)
<INCOME-PRE-EXTRAORDINARY>                                         (195,978)
<EXTRAORDINARY>                                                           0
<CHANGES>                                                                 0
<NET-INCOME>                                                       (134,702)
<EPS-PRIMARY>                                                         (.087)
<EPS-DILUTED>                                                         (.087)
        

</TABLE>


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