INTERNATIONAL ASSETS HOLDING CORP
10QSB, 1999-05-13
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
Previous: TOTAL CONTAINMENT INC, 10-Q, 1999-05-13
Next: GABLES RESIDENTIAL TRUST, S-3, 1999-05-13






                     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 March 31, 1999

             [ ] 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  1,711,078  as of May 7,
1999.

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


                                       1
<PAGE>




                                      INDEX


                                                                       Page No.
Part I.   FINANCIAL INFORMATION


   Item 1. Financial Statements (Unaudited)

           Condensed Consolidated Balance Sheets as of March 31,
           1999 and September 30, 1998                                       3

           Condensed Consolidated Statements of Operations for the
           Six Months ended March 31, 1999 and 1998                          5

           Condensed Consolidated Statements of Operations for the
           Three Months ended March 31, 1999 and 1998                        6

           Condensed Consolidated Statements of Cash Flows for the
           Six Months ended March 31, 1999 and 1998                          7

           Notes to Condensed Consolidated Financial Statements              9

   Item 2. Management's Discussion and Analysis or Plan of Operation        14


Part II.   OTHER INFORMATION

   Item 1. Legal Proceedings                                                23

   Item 4. Submission of Matters to a Vote of Security Holders              23

   Item 6. Exhibits and Reports on Form 8-K                                 24

           Signatures                                                       24



                                       2
<PAGE>




            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheets

                                   
<TABLE>
<CAPTION>
<S>
                <C>
                                              (Unaudited)
                                               March 31,          September 30,
              Assets                             1999                 1998
              ------                             ----                 ----


Cash                                         $  253,039              617,628
Cash deposits with clearing broker            3,181,022            2,424,486
Foreign currency                                 47,007                3,961
Receivable from clearing broker, net            808,048              791,753
Other receivables                                59,972               63,523
Securities owned, at market value             2,699,395            2,014,734
Investment in Joint Venture                      32,457                    0
Income taxes receivable                               0               67,398
Deferred income tax benefit                      86,022              127,065

Property and equipment, at cost:
     Leasehold improvements                      52,953               52,953
     Furniture and equipment                    935,231              902,719
                                    -------------------- --------------------

                                                988,184              955,672
Less accumulated depreciation and 
amortization                                   (670,448)            (605,059)
                                    -------------------- --------------------

       Net property and equipment               317,736              350,613

Other assets, net of accumulated amortization 
of $131,506 in March 1999 and $118,504 in 
September 1998                                  162,902               98,920





                                     ==================== ====================
              Total assets                  $ 7,647,600            6,560,081
              
                                     ==================== ====================
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>



            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheets

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

                                                                           
                                                                     (Unaudited)
                                                                                           
                                                                        March 31,          September 30,
            Liabilities and Stockholders' Equity                          1999                 1998
            ------------------------------------                          ----                 ----


Liabilities:
     Foreign currency sold, but not yet purchased                    $   30,407                7,206
     Securities sold, but not yet purchased, at market value            870,847              290,403
     Accounts payable                                                    52,665               72,600
     Accrued employee compensation and benefits                         542,759              291,536
     Accrued expenses                                                   234,604              352,544
     Payable to joint venture                                             6,132                    0
     Income taxes payable                                                27,460                    0
     Deferred income taxes                                               11,672               16,797
     Other liabilities                                                  118,376              117,845
                                                            -------------------- --------------------

              Total liabilities                                       1,894,922            1,148,931
                                                            -------------------- --------------------

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 1,630,328 shares in March          16,303               14,816
       1999 and 1,481,574 shares in September 1998
     Additional paid-in capital                                       4,276,577            3,564,648
     Retained earnings                                                1,459,798            1,831,686
                                                            -------------------- --------------------

              Total stockholders' equity                              5,752,678            5,411,150
              


                                                            ==================== ====================
              Total liabilities and stockholders'equity             $ 7,647,600            6,560,081
              
                                                            ==================== ====================

</TABLE>

See accompanying notes to condensed consolidated financial statements.



                                       4
<PAGE>




            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                 Condensed Consolidated Statements of Operations

                For the Six Months Ended March 31, 1999 and 1998

                                   (Unaudited)
<TABLE>
<CAPTION>
<S>
                   <C>                                                   <C>               <C>
                                                                        1999              1998
                                                                        ----              ----
Revenues:
     Commissions                                                     $3,105,531          3,857,053
     Net dealer inventory and investment gains                        1,788,759          1,145,340
     Management and investment advisory fees                             44,396             26,731
     Account maintenance fees                                            62,175             66,923
     Interest and dividends                                             108,747            137,719
     Loss from joint venture                                            (17,543)                 0
     Other                                                               14,895             15,471
                                                              ------------------  -----------------

              Total revenues                                          5,106,960          5,249,237
                                                              ------------------  -----------------

Expenses:
     Commissions and clearing fees                                    2,041,873          2,280,831
     Employees compensation and benefits                              1,386,978          1,038,197
     Communications                                                     130,870            174,250
     Promotion                                                          328,740            666,086
     Occupancy and equipment rental                                     215,583            166,144
     Interest                                                             1,096              2,525
     Professional fees                                                  113,493            267,538
     Insurance                                                           89,148            109,722
     Depreciation and amortization                                       78,391             90,559
     Other operating expenses                                           177,558            494,189
                                                              ------------------  -----------------

              Total expenses                                          4,563,730          5,290,041
                                                              ------------------  -----------------

Income (loss) before income taxes                                       543,230            (40,804)      
Income tax expense (benefit)                                            219,076               (280)

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

Net income (loss)                                                     $ 324,154           (40,524)
                                                              ==================  =================

Earnings (loss) per
share:
              Basic                                                    $   0.20              (.02)
              Diluted                                                  $   0.19              (.02)

Weighted average number of common shares outstanding:
              Basic                                                   1,626,087          1,702,817
              Diluted                                                 1,743,002          1,702,817
</TABLE>


See accompanying notes to condensed consolidated financial statements.




                                       5
<PAGE>




            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                 Condensed Consolidated Statements of Operations

               For the Three Months Ended March 31, 1999 and 1998

                                   (Unaudited)
                                 
<TABLE>
<CAPTION>
<S>             <C>                                                     <C>                <C>     
                                                                       1999               1998
                                                                       ----               ----
Revenues:
     Commissions                                                     $1,616,905         1,793,919
     Net dealer inventory and investment gains                          874,226           659,299
     Management and investment advisory fees                             20,420            12,658
     Account maintenance fees                                            34,141            35,645
     Interest and dividends                                              52,594            58,849
     Loss from joint venture                                            (15,973)                0
     Other                                                                4,830             2,668
                                                              ------------------  ----------------

              Total revenues                                          2,587,143         2,563,038
                                                              ------------------  ----------------

Expenses:
     Commissions and clearing fees                                    1,050,539         1,093,530
     Employees compensation and benefits                                733,600           513,621
     Communications                                                      68,597            76,358
     Promotion                                                          171,857           306,706
     Occupancy and equipment rental                                     111,024            95,491
     Interest                                                               895             2,046
     Professional fees                                                   87,932            56,640
     Insurance                                                           42,411            66,422
     Depreciation and amortization                                       34,263            43,602
     Other operating expenses                                            79,032           153,448
                                                              ------------------  ----------------

              Total expenses                                          2,380,150         2,407,864
                                                              ------------------  ----------------

Income before income taxes                                              206,993           155,174

Income tax expense                                                       83,498            60,996
                                                              ------------------  ----------------

Net income                                                            $ 123,495            94,178
                                                              ==================  ================

Earnings per share:
              Basic                                                    $   0.08               .06
              Diluted                                                  $   0.07               .05

Weighted average number of common shares outstanding:
              Basic                                                   1,627,314         1,701,749
              Diluted                                                 1,888,180         1,796,314
</TABLE>


See accompanying notes to condensed consolidated financial statements.




                                       6
<PAGE>




            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows

                For the Six Months Ended March 31, 1999 and 1998

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

                  <C>                                                             1999                1998
                                                                                  ----                ----
Cash flows from operating activities:
     Net income (loss)                                                          $ 324,154            (40,524)
     Adjustments to reconcile net income (loss) to net cash
     provided by (used for) operating activities:
          Depreciation and amortization                                            78,391             90,559
          Deferred income taxes                                                    35,918            (24,864)
          Non-cash compensation                                                    30,270                  0
          Loss from joint venture                                                  17,543                  0
          Cash provided by (used for) changes in:
              Receivable from clearing broker, net                                (16,295)           405,050
              Other receivables                                                     3,551            (45,978)
              Securities owned, at market value                                  (684,661)        (1,046,274)
              Income tax receivable                                                67,398                  0
              Other assets                                                        (76,984)            26,100
              Securities sold, but not yet purchased, at market value             580,444           (283,927)
              Payable to clearing broker, net                                         -              137,721
              Accounts payable                                                    (19,935)           (60,110)
              Accrued employee compensation and benefits                          251,223           (582,761)
              Accrued expenses                                                   (117,940)           (84,786)
              Payable to joint venture                                              6,132                  0
              Income taxes payable                                                 27,460             27,031
              Other liabilities                                                       531              2,052
                                                                         ------------------  -----------------

              Net cash provided by (used for) operating activities                507,200         (1,480,711)
                                                                         ------------------  -----------------

Cash flows from investing activities:
     Investment in joint venture                                                  (50,000)                 0
     Acquisition of property, equipment and other assets                          (32,512)           (44,274)
                                                                         ------------------  -----------------

              Net cash used for investing activities                              (82,512)           (44,274)
                                                                         ------------------  -----------------



                                                                                                   (continued)
</TABLE>


See accompanying notes to condensed consolidated financial statements.


                                       7
<PAGE>


            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

           Condensed Consolidated Statements of Cash Flows, Continued

                For the Six Months Ended March 31, 1999 and 1998

                                   (Unaudited)
<TABLE>
<CAPTION>
<S>
                       <C>                                                        <C>                  <C>
                                                                                  1999                1998
                                                                                  ----                ----



Cash flows from financing activities:
     Acquisition of common shares related to repurchase program                         0           (30,610)
     Acquisition of common shares related to terminated
              ESOP and RSP participants                                           (12,896)                0
                                                                         ------------------  -----------------

              Net cash used for financing activities                              (12,896)          (30,610)
                                                                         ------------------  -----------------

              Net increase (decrease) in cash and cash equivalents                411,792        (1,555,595)

Cash and cash equivalents at beginning of period                                3,038,869         2,962,847
                                                                          ------------------  -----------------

Cash and cash equivalents at end of period                                     $3,450,661         1,407,252
                                                                          ==================  =================


Supplemental disclosure of cash flow information:
     Cash paid for interest                                                      $  1,096             2,525
                                                                           ==================  =================

     Income taxes paid                                                           $ 88,300             3,899
                                                                           ==================  =================

Supplemental disclosure of noncash financing activities:
   On March 26,1999, the Company issued 148,199
         shares of common stock in conjunction with a ten
         percent stock dividend.
   OnJanuary 20, 1998,  the Company issued 140,648 shares 
         of common stock in conjunction with a ten percent
         stock dividend.
</TABLE>


See accompanying notes to condensed consolidated financial statements.




                                       8
<PAGE>




            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements

                             March 31, 1999 and 1998

(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  (consisting  of  normal
       recurring  items)  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,  1998,  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"), International   Trader   
       Association,  Inc.  ("ITA")  and  International  Asset Management  Corp.
       ("IAMC").   All  significant   intercompany   balances  and transactions 
       have been eliminated in consolidation.

(2)    Reclassifications
       Certain  prior year amounts have been  reclassified  to conform to fiscal
       year end 1999  presentation.  These  changes had no impact on  previously
       reported results of operations or stockholders' equity.

(3)    Stock Dividend
       On February  12, 1999 the  Company's  Board of  Directors  declared a 10%
       stock dividend for shareholders of record on March 5, 1999 and payable on
       March 26, 1999. The 10% stock dividend increased the Company's issued and
       outstanding common shares by 148,199 shares.

(4)    Basic and Diluted Earnings (Loss) Per Share
       Basic  earnings  (loss) per share for the six months ended March 31, 1999
       and  1998,  have been  computed  by  dividing  net  income  (loss) by the
       weighted  average number of common shares  outstanding.  Diluted earnings
       per share for the six months  ended March 31,  1999 has 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 six months ended March 31, 1998 is the same as basic


                                       9
<PAGE>



INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

         Notes to Condensed Consolidated Financial Statements, continued

       loss per share  because  of the  anti-dilutive  impact  of the  potential
       common shares, due to the net loss for the period.

       Options to purchase 231,000 shares of common stock were excluded from the
       calculation of diluted  earnings per share for the six months ended March
       31, 1999 because their exercise  prices exceeded the average market price
       of common  shares for the period.  All  options  were  excluded  from the
       calculation  of diluted loss per share for the six months ended March 31,
       1998, because their inclusion would have been antidilutive.

       Basic  earnings  per share for the three  months ended March 31, 1999 and
       1998,  have been computed by dividing net income by the weighted  average
       number of common shares  outstanding.  Diluted earnings per share for the
       three  months  ended  March 31,  1999 and 1998,  have  been  computed  by
       dividing net income by the weighted  average  number of common shares and
       dilutive potential common shares outstanding.

       Options to  purchase  159,500  and  187,000  shares of common  stock were
       excluded from the calculation of diluted earnings per share for the three
       months  ended  March  31,  1999 and  1998,  respectively,  because  their
       exercise  prices  exceeded the average  market price of common shares for
       the period.

(5)    Securities Owned and Securities Sold, But Not Yet Purchased
       Securities  owned and Securities sold, but not yet purchased at March 31,
       1999 and September 30, 1998 consist of trading and investment  securities
       at quoted market values as follows:
<TABLE>
<CAPTION>
<S>           <C>                                                         <C>            <C>      

                                                                                     Sold, but not
                                                                        Owned        yet purchased
       March 31, 1999:
         Obligations of U.S. Government                           $    301,704               9,716
         Common stock and American Depository Receipts               1,770,916             832,513
         Corporate and municipal bonds                                 198,585              16,096
         Foreign government obligations                                174,638                 -
         Unit investment trusts, mutual funds and other
               investments                                             253,552              12,522
                                                                   -----------             ---------
         Total                                                     $ 2,699,395             870,847
                                                                     =========             =======
</TABLE>




                                       10
<PAGE>



           INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

         Notes to Condensed Consolidated Financial Statements, continued
<TABLE>
<CAPTION>
<S>         <C>                                                     <C>                  <C>


       September 30, 1998:
         Obligations of U.S. Government                           $    373,841                -
         Common stock and American Depository Receipts                 836,057            290,403
         Corporate and municipal bonds                                 341,066                -
         Foreign government obligations                                 26,713                -
         Unit investment trusts, mutual funds and other
               investments                                             437,057                -
                                                                     ---------            -------
         Total                                                     $ 2,014,734            290,403
                                                                     =========            =======
</TABLE>


 (6)   Investment in Joint Venture
       In October 1998, the Company made an initial $20,000 capital contribution
       to International  Assets New York, LLC (IANY), a 50/50 joint venture with
       Lakeside  Investments,  LLC, an unrelated  party.  In February  1999, the
       Company made an additional  $30,000  capital  contribution  to this joint
       venture. The Company has recorded this investment under the equity method
       of  accounting.  For the six months and three months ended March 31, 1999
       the Company has recorded a loss of $17,543 and $15,973, respectively, for
       50% of the joint venture loss for both periods.  As of March 31, 1999 the
       Company  has a payable to the joint  venture  of $6,132  related to joint
       venture cash outlays for reimbursement by the Company.

(7)    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  $163,602  and
       $123,738 for the six months ended March 31, 1999, and 1998, respectively.
       The future minimum lease payments under noncancelable operating leases as
       of March 31, 1999 are as follows:

               Fiscal Year (12 month period) Ending September 30,
               ---------------------------------------------------
                      1999                                           324,400
                      2000                                           338,100
                      2001                                           244,200
                      2002                                            36,200
                      2003                                            27,700
                      Thereafter                                       3,300

              Total future minimum lease payments                  $ 973,900
                                                                     =======



                                       11
<PAGE>



           INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

         Notes to Condensed Consolidated Financial Statements, continued

(8)    Stock Repurchase Program
       The Board of  Directors  has  authorized  the  Company  to  continue  its
       repurchase of up to $500,000 in shares of the  Company's  common stock in
       the open market  through the year ended  September  30,  1999.  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  39,193  shares  (as  adjusted  for  the  10%  stock
       dividends) in the open market at a total cost of $129,233.

       In addition,  concurrent  with the open market  repurchase  program,  the
       Company has  repurchased  and retired an  additional  104,580  shares (as
       adjusted for the 10% stock dividends) from terminated participants of the
       Company's Employee Stock Ownership Plan and Retirement Savings Plan for a
       total cost of $256,893.

       In total the Company has  repurchased  143,773  shares (as  adjusted for
       the 10% stock  dividends)  for a total cost of $386,126 since March 13, 
       1996.

(9)    Commitments and Contingent Liabilities
       The  Company is party to certain  litigation  as of March 31,  1999 which
       relates  primarily to matters arising in the ordinary course of business.
       Management of the Company  anticipates that the final resolution of these
       items  will  not  have  a  material   adverse  effect  on  the  Company's
       consolidated financial statements.

       The Company and Lakeside Investments,  LLC, each executed a 100% guaranty
       for the joint venture office lease for International Assets New York, LLC
       (IANY). Concurrently,  the Company and Lakeside Investments, LLC executed
       indemnification  agreements  expressly  agreeing to indemnify  each other
       related  to  this  lease   guarantee  in  accordance  with  each  parties
       proportionate ownership (50/50). This office lease is for a 38 month term
       from  January  1, 1999  through  February  28,  2002.  The  total  rental
       commitment for IANY is $100,944 (Fiscal year ending:  September 30, 1999,
       $19,628;  September 30, 2000,  $33,648;  September 30, 2001,  $33,648 and
       September 30, 2002, $14,020).

(10)   Stock Option Plan
       According to the terms of the  Company's  stock option plan the 10% stock
       dividend,  declared by the  Company's  Board of  Directors in March 1999,
       resulted in a  corresponding  10% adjustment for all stock options issued
       prior to  March 5,  1999.  Previously  issued  option  shares  have  been
       proportionally  increased by 10% and the  corresponding  option  exercise
       price has also been reduced by 10%. The total  options  authorized  under
       this  plan is also  proportionally  increased  from  700,000  options  to
       770,000 options as a result of this stock dividend.



                                       12
<PAGE>



   INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

         Notes to Condensed Consolidated Financial Statements, continued

       On January 6, 1999 two  qualified  employee  incentive  stock options for
       5,500  shares  each,  with an  exercise  price of $1.364  per share  were
       authorized. The two 5,500 share options granted on January 6, 1999 have a
       10 year term and vest at 20% per year beginning three years from the date
       of grant.

       On January 6, 1999 one  non-qualified  incentive  stock option for 11,000
       shares,  with an exercise price of $1.364 per share was  authorized.  The
       11,000  share  option  granted  on January 6, 1999 has a 10 year term and
       vests at 20% per year beginning one year from the date of grant.

       On February 12, 1999 one non-qualified  incentive stock option for 10,500
       shares  with an  exercise  price of $2.066 per share was  exercised  in a
       cash-free  net-issuance exchange for 5,871 shares of the Company's common
       stock.  During the quarter  ended  March 31, 1999 the Company  recognized
       $30,270 in compensation  expense associated with this net-issuance option
       exercise.  This  net-issuance  exercise  was  approved  by the  Board  of
       Directors  of the Company at the  February  12,  1999 board of  directors
       meeting.

(11)   New Accounting Pronouncements
       In June 1998, the Financial  Accounting  Standards Board issued Statement
       of Financial  Accounting  Standards No. 133,  "Accounting  for Derivative
       Instruments  and Hedging  Activities"  (SFAS 133).  SFAS 133  establishes
       accounting and reporting standards for derivative instruments,  including
       certain derivative instruments embedded in other contracts, (collectively
       referred to as derivatives) and for hedging activities.  It requires that
       an entity  recognize all  derivatives  as either assets or liabilities in
       the statement of financial position and measure those instruments at fair
       value.  SFAS 133 is  effective  for all fiscal  quarters of fiscal  years
       beginning  after June 15, 1999.  The Company is currently  reviewing SFAS
       133 to see what impact, if any, it will have on the Company.

  (12) Subsequent Events
       During April 1999 eight qualified incentive stock options totaling 72,500
       shares were exercised  generating cash proceeds totaling $198,005.  These
       eight options had exercise prices ranging from $2.066 per share to $4.545
       per share.  Also,  during April 1999 one  non-qualified  incentive  stock
       option for 8,250  shares with an  exercise  price of $4.649 per share was
       exercised generating cash proceeds of $38,354.




                                       13
<PAGE>



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

    The following discussion and analysis should be read in conjunction with the
    financial statements and notes thereto appearing elsewhere in this report.

    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,  Year 2000  issues and  changes  in laws and  regulation
    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  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.

    The Company's  assets  increased  from  $6,560,081 at September 30, 1998, to
    $7,647,600  at March 31, 1999, or an increase of  $1,087,519.  The Company's
    liabilities  increased from  $1,148,931 at September 30, 1998, to $1,894,922
    at March 31,  1999,  or an increase  of  $745,991.  The  increase in the net
    assets (assets less liabilities) of $341,528 primarily relates to net income
    of $324,154 for the six month fiscal period ended March 31, 1999.

    The  Company's  condensed  consolidated  balance  sheet at March  31,  1999,
    reflects a net receivable from clearing broker, for trades which had not yet
    settled for cash, due to the proceeds from the sale of securities  exceeding
    the cost of securities purchased.

    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.

    Six Months Ended March 31, 1999, as Compared to
    the Six Months Ended March 31, 1998

    The Company's  revenues are derived primarily from commissions earned on the
    sale of securities and net dealer  inventory and  investment  gains (trading


                                       14
<PAGE>


    income) in securities  purchased or sold for the Company's account.  For the
    six months ended March 31, 1999 and 1998, 61% and 73%, respectively,  of the
    Company's  revenues  were  derived  from  commissions  earned on the sale of
    securities,  with 35% and 22%,  respectively,  of  revenues  coming from net
    dealer inventory and investment gains. Total revenues decreased by $142,277,
    or 3% to $5,106,960 for the six months ended March 31, 1999 from  $5,249,237
    for the same period in 1998.  This decrease was primarily  attributable to a
    $751,522  decrease  in  commission  revenue  which was  offset by a $643,419
    increase in net dealer inventory and investment gains.

    Commission  revenue decreased by $751,522,  or 19% to $3,105,531 for the six
    months  ended  March 31, 1999 from  $3,857,053  for the same period in 1998.
    Revenues from commissions are affected by both retail trading volume and the
    dollar  amount  of retail  trades.  Based on the  number  of  retail  trades
    processed,  1999  volume  decreased  by  21%  from  1998  levels.  Partially
    offsetting  this 21%  decrease  in volume  is a 2%  increase  in the  dollar
    average of retail trades for 1999 as compared with 1998.  The average number
    of  account  executives  decreased  from an average of 46 for the six months
    ended March 31, 1998 to an average of 30 for the six months  ended March 31,
    1999, or a decrease of 35%.

    Net dealer inventory and investment  gains increased by $643,419,  or 56% to
    $1,788,759 for the six months ended March 31, 1999 as compared to $1,145,340
    for the same  period in 1998.  The  increase  in net  dealer  inventory  and
    investment  gains  is  primarily  attributable  to a  $769,787  increase  in
    wholesale  trading income and a $113,908  increase in income  generated from
    Company  investment  portfolio  valuations in the six months ended March 31,
    1999 as  compared  to the same six month  period in 1998.  The  increase  in
    wholesale  trading  is  attributable  to  the  ongoing  development  of  new
    wholesale  trading  relationships  by the Company as well as  maintenance of
    existing  wholesale  relationships.  Partially  offsetting  the  significant
    increases  in  wholesale  trading is a $254,720  decrease  in retail  equity
    trading  income for the six months  ended  March 31, 1999 as compared to the
    same period in 1998.  The  Company's  retail  trading  department  primarily
    concentrates on global  securities which it believes are likely to be traded
    by the Company's  retail clients.  By focusing on these types of securities,
    retail  trading  income is more directly  related to  commission  income and
    order flow.

    Revenues from management and investment  advisory fees increased by $17,665,
    or 66% to $44,396 for the six months  ended March 31, 1999 from  $26,731 for
    the same period in 1998. The increase is primarily due to an increase in the
    dollar amount of fixed fee money under management.

    Interest and dividend revenue  decreased by $28,972,  or 21% to $108,747 for
    the six months  ended  March 31,  1999 from  $137,719  in the same period in
    1998.  This decrease is primarily  attributable  to a lower  average  dollar
    amount of interest bearing investments held by the Company for the six month
    period.


                                       15
<PAGE>


    Loss from joint  venture of $17,543 for the six months  ended March 31, 1999
    represents  the Company's 50% share of the operating  loss from the activity
    of  International  Assets New York, LLC, a 50/50 joint venture with Lakeside
    Investments, LLC of New York which began its operations in December 1998.

    The major  expenses  incurred by the Company  relate to direct  costs of its
    securities  operations such as commissions and clearing fees (which includes
    commissions  paid  to  account  executives),   employees   compensation  and
    benefits,  communications and promotion expense. Total expenses decreased by
    $726,311,  or 14% to $4,563,730 for the six months ended March 31, 1999 from
    $5,290,041  in the same  period  ended  March 31,  1998.  This  decrease  is
    primarily  attributable  to decreases  in  commissions  and  clearing  fees,
    promotions, professional fees and other operating expenses.

    Commissions  and clearing fees  decreased by $238,958,  or 10% to $2,041,873
    for the six months ended March 31, 1999 from  $2,280,831  in the same period
    in 1998. The decrease in commission  expense is directly  related to the 19%
    decrease in  commission  revenue and the related 35% decrease in the average
    number of account executives for the six month period.

    Employees compensation and benefits expense increased by $348,781, or 34% to
    $1,386,978  for the six months ended March 31, 1999 from  $1,038,197 for the
    same period in 1998.  The  increase in employees  compensation  and benefits
    expense is primarily due to the increase in performance  based bonus expense
    and an increase in the accrual for retirement  plan profit sharing  expense.
    The increase in performance  based bonus and retirement  plan profit sharing
    expense is  primarily  based on the  $543,230  income  before  income  taxes
    incurred  for the six month  period  ended March 31, 1999 as compared to the
    $40,804  loss before  income taxes for the same six month period ended March
    31, 1998.

    Communications  expense decreased by $43,380, or 25% to $130,870 for the six
    months ended March 31, 1999 from $174,250 for the same period in 1998.  This
    decrease  is due to lower  telephone  and  postage  expense  related  to the
    corresponding  decrease in the average number of account  executives from 46
    for the six months ended March 31, 1998 to 30 for the same period in 1999.

    Promotion  expense  decreased  by  $337,346,  or 51% to $328,740 for the six
    months ended March 31, 1999 from $666,086 for the same period in 1998.  This
    decrease is primarily due to the planned reduction of promotion expenditures
    for print media, including newsletter  publication,  lead generation and the
    related postage expense.

    Occupancy  and  equipment  rental  expense  increased by $49,439,  or 30% to
    $215,583 for the six months  ended March 31, 1999 from  $166,144 in the same
    period in 1998.  This  increase  was  primarily  due to a  negotiated,  time
    specific rent adjustment realized during the five months from September 1997
    through January 1998.


                                       16
<PAGE>



    Professional  fees  decreased  by  $154,045,  or 58% to $113,493 for the six
    months ended March 31, 1999 from  $267,538 in the same period in 1998.  This
    decrease is primarily due to significantly higher legal fees incurred during
    the six month  period  ended  March 31,  1998  related to a closed 1998 NASD
    arbitration matter.

    Other operating expenses  decreased by $316,631,  or 64% to $177,558 for the
    six months  ended March 31,  1999 from  $494,189 in the same period in 1998.
    Approximately   $100,000  of  the  decrease  in  other  operating   expenses
    represents the award in the closed  arbitration  matter which was during the
    six month  period  ended  March 31, 1998 and an  additional  $100,000 of the
    decrease  represents the partial  reimbursement of the claimant's legal fees
    also awarded to the claimant in the same matter.  Other  operating  expenses
    also included various other expenses that decreased from 1998 to 1999.

    As a result of the above,  the Company is  reporting  net income of $324,154
    for the six months ended March 31,  1999.  This is compared to a net loss of
    $40,524 for the six months ended March 31,  1998.  The  Company's  effective
    income tax rate was  approximately  40% for the six months  ended  March 31,
    1999. The Company's  effective  income tax benefit was  approximately 1% for
    the six months ended March 31, 1998. The reduction of income tax benefit for
    the six months ended March 31, 1998 is due to the presence of permanent  tax
    differences  nearly  equal to the $40,804  loss before  income taxes for the
    period.

    Three Months Ended March 31, 1999, as Compared to
    the Three Months Ended March 31, 1998

    For  the  three  months  ended  March  31,  1999  and  1998,  63%  and  70%,
    respectively, of the Company's revenues were derived from commissions earned
    on the  sale of  securities,  with 34% and 26%,  respectively,  of  revenues
    coming  from net dealer  inventory  and  investment  gains.  Total  revenues
    increased by $24,105,  or 1% to $2,587,143  for the three months ended March
    31, 1999 from  $2,563,038  for the same period in 1998.  This  increase  was
    primarily  attributable to a $214,927  increase in net dealer  inventory and
    investment  gains  which was offset by a  $177,014  decrease  in  commission
    revenues.

    Commission revenue decreased by $177,014, or 10% to $1,616,905 for the three
    months ended March 31, 1999 from $1,793,919 for the same period in 1998. The
    decrease  in  commission  revenue is related  to the 6%  decrease  in ticket
    volume and the 2% decrease in the average dollar amount of trades during the
    three  months  ended March 31,  1999,  as compared to the three months ended
    March 31, 1998. The average number of account  executives  decreased from an
    average of 43 for the three  months ended March 31, 1998 to an average of 29
    for the three months ended March 31, 1999, or a decrease of 33%.

    Net dealer inventory and investment  gains increased by $214,927,  or 33% to
    $874,226  for the three  months ended March 31, 1999 as compared to $659,299


                                       17
<PAGE>


    for the same  period in 1998.  The  increase  in net  dealer  inventory  and
    investment  gains  is  primarily  attributable  to a  $340,520  increase  in
    wholesale  trading  income  in the three  months  ended  March  31,  1999 as
    compared to the same three month period in 1998.  Partially  offsetting  the
    significant  increases in wholesale trading is a $106,395 decrease in retail
    equity  trading income for the three months ended March 31, 1999 as compared
    to the same period in 1998.

    Revenues from  management and investment  advisory fees increased by $7,762,
    or 61% to $20,420 for the three months ended March 31, 1999 from $12,658 for
    the same period in 1998. The increase is primarily due to an increase in the
    dollar amount of fixed fee money under management.

    Interest and dividend revenue decreased by $6,255, or 11% to $52,594 for the
    three  months  ended March 31, 1999 from $58,849 in the same period in 1998.
    This decrease is primarily  attributable to a lower average dollar amount of
    interest bearing investments held by the Company for the three month period.

    Loss from joint venture of $15,973 for the three months ended March 31, 1999
    represents  the Company's 50% share of the operating  loss from the activity
    of  International  Assets New York, LLC, a 50/50 joint venture with Lakeside
    Investments, LLC of New York which began its operations in December 1998.

    Total  expenses  decreased  by $27,714,  or 1% to  $2,380,150  for the three
    months ended March 31, 1999 from  $2,407,864  in the same period ended March
    31,  1998.   This  decrease  is  primarily   attributable  to  decreases  in
    commissions  and clearing  fees,  promotions and other  operating  expenses.
    These  expense  decreases  were  partially  offset by increases in employees
    compensation and benefits and professional fees.

    Commissions and clearing fees decreased by $42,991,  or 4% to $1,050,539 for
    the three months ended March 31, 1999 from  $1,093,530 in the same period in
    1998.  The  decrease in  commission  expense is directly  related to the 10%
    decrease in  commission  revenue and the related 33% decrease in the average
    number of account executives for the three month period.

    Employees compensation and benefits expense increased by $219,979, or 43% to
    $733,600  for the three  months  ended March 31, 1999 from  $513,621 for the
    same period in 1998.  The  increase in employees  compensation  and benefits
    expense is primarily due to the increase in performance  based bonus expense
    and an increase in the accrual for retirement  plan profit sharing  expense.
    The increase in performance  based bonus and retirement  plan profit sharing
    expense  is  primarily   based  on  the  quarterly  and  the  year  to  date
    profitability  for the three  months and six months  ended March 31, 1999 as
    compared to the same periods in 1998.

    Communications  expense decreased by $7,761, or 10% to $68,597 for the three
    months ended March 31, 1999 from  $76,358 for the same period in 1998.  This
    decrease  is due to lower  telephone  expense  related to the  corresponding
    decrease in the average number of account  executives  from 43 for the three
    months ended March 31, 1998 to 29 for the same period in 1999.

    Promotion  expense  decreased by $134,849,  or 44% to $171,857 for the three
    months ended March 31, 1999 from $306,706 for the same period in 1998.  This



                                       18
<PAGE>


    decrease is primarily due to the planned reduction of promotion expenditures
    for print media, including newsletter  publication,  lead generation and the
    related postage expense.

    Occupancy  and  equipment  rental  expense  increased by $15,533,  or 16% to
    $111,024  for the three months ended March 31, 1999 from $95,491 in the same
    period in 1998.  This  increase  was  primarily  due to a  negotiated,  time
    specific rent adjustment realized during the five months from September 1997
    through January 1998.

    Professional  fees  increased  by  $31,292,  or 55% to $87,932 for the three
    months  ended  March  31,  1999  from  $56,640  in the same  period in 1998.
    Professional  fees for the three months ended March 31, 1998 were lower than
    usual due  partially  to a $13,000  credit for  professional  fees which was
    recognized during such period and also due to reduced  professional  service
    activity  following the conclusion of a closed arbitration matter in January
    1998.

    Other operating expenses decreased by $74,416,  or 49% to $79,032 for the 
    three months ended March 31, 1999 from $153,448 in the same period in 1998.

    As a result of the above,  the Company is  reporting  net income of $123,495
    for the three  months  ended  March 31,  1999 as compared to $94,178 for the
    three month period ended March 31, 1998. The Company's  effective income tax
    rate was approximately 40% and 39% for the three months ended March 31, 1999
    and 1998, respectively.

    Liquidity and Capital Resources

    Substantial portions of the Company's assets are liquid. At March 31, 1999,
    approximately  90% 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 March 31, 1999, IAAC had net capital of
    approximately  $2,993,000,  which was approximately  $2,866,000 in excess of
    its minimum net capital requirement at that date.

    The Company's wholly owned registered  securities  broker  subsidiary ITA is
    also  subject  to the  requirements  of the  SEC and the  NASD  relating  to
    liquidity and net capital levels. ITA has not yet commenced operations.  The


                                       19
<PAGE>


    net  capital  requirement  for ITA is based on ITA's  planned  status  as an
    introducing  securities  broker.  At March 31, 1999,  ITA had net capital of
    approximately  $72,000,  which was  approximately  $22,000  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  twelve  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.

    Year 2000 Compliance

    The securities industry is, to a significant extent,  technologically driven
    and  dependent.  In  addition  to  some  internally  utilized  technological
    applications,  the Company's  businesses are  materially  dependant upon the
    performance  of exchanges,  market  centers,  counterparties,  customers and
    vendors  (collectively "the Company's material third parties") who, in turn,
    may  be  heavily  reliant  on  technological  applications.  The  securities
    industry is interdependent with each other,  strengthened or weakened by the
    quality  and   performance  of  its  attendant   information   and  embedded
    technology.

    The Company is aware that the Year 2000 provides potential problems with the
    programming  code in existing  computer  systems.  The Year 2000  problem is
    extensive and complex as virtually every computer operation will be affected
    to some degree by the change of the two digit year value to 00. The issue is
    whether computer systems will properly recognize date-sensitive  information
    when the year changes to 2000.  Systems that do not properly  recognize such
    information could generate erroneous data or fail.

    The failure or faulty performance of computer systems could potentially have
    a far ranging  impact on the Company's  business such as a diminution in its
    ability to (a) ascertain  information vital to strategic  decision making by
    both the Company and its  customers;  (b) perform  interest rate and pricing
    calculations;  (c) execute and settle proprietary and customer transactions;
    (d) undertake  regulatory  surveillance  and risk  management;  (e) maintain
    accurate  books  and  records  and  provide  timely  reports;  (f)  maintain
    appropriate  internal  financial  operations and accounting;  and (g) access
    credit facilities for both the Company and its customers.

    Accordingly  it is  necessary  for the  Company,  to the  extent  reasonably
    practicable,  to identify the internal  computer  systems and software which
    are likely to have a critical impact on its  operations,  make an assessment
    of its Year 2000  readiness and modify or replace  information  and embedded
    technology  as  needed.  Some of these  critical  internal  data  processing
    systems  include  the  Company's  internal  Novel  network,   sales  contact
    management  software,  general ledger  accounting  software,  trading income


                                       20
<PAGE>


    calculation software and retail commission tracking programs.  Assessment of
    these internal  programs is primarily  completed and final remediation is in
    process and  largely  completed.  In  addition,  the  Company has  primarily
    completed a Year 2000 readiness  assessment for the Company's material third
    parties.

    Because the Company  utilizes  the  services  of Wexford  Clearing  Services
    Corporation  ("Wexford") in its business,  data processing system aspects of
    the Year 2000  problem  related to  securities  clearing,  custody of client
    securities, back office operations, cashiering and margin and credit will be
    addressed by Wexford (a wholly owned  guaranteed  subsidiary  of  Prudential
    Securities Incorporated  "Prudential").  Although Wexford is the contracting
    party for the provision of these critical services, Wexford in fact delivers
    those services  through the operations of Prudential,  a leading  registered
    broker and dealer.  Consequently,  it is the readiness of Prudential that is
    critical  when  assessing  the Year  2000  compliance  of the  clearing  and
    operations  capacity of the  Company's  active  broker-dealer  subsidiaries.
    Prudential has been assessed,  by internal industry standards established by
    the Securities Industry Association,  to be within the top tier of Year 2000
    readiness. During industry-wide testing conducted by the Securities Industry
    Association,   in  which   Prudential   took  part,   Prudential  and  other
    participants  were  able  to  input   transactions  and  send  them  to  the
    appropriate   markets  for  execution,   confirmation  and  clearance  under
    simulated Year 2000 conditions.

    Additionally,  the Company has assessed the state of readiness of almost all
    known  technologically  oriented  service  vendors  and  believes,  based on
    letters of  certification,  that the vast majority of these vendors are Year
    2000  compliant  with the remainder  expected to be compliant  before August
    1999.  This  determination  does not mean  that  the  vast  majority  of the
    Company's  material  third  parties  pose no Year 2000 risk to the  Company.
    First, the Company is relying in large measure on these parties' assessments
    of their readiness.  Second, there are several vendors,  which account for a
    substantial portion of the Company's mission critical operations,  which may
    be  partially  or  largely,  but not fully,  Year 2000  compliant.  Finally,
    certain  critical  third  parties,  such  as  exchanges,   clearing  houses,
    depositaries  and other service  vendors have no direct  functional  contact
    with the Company (as they operate  directly with Wexford) but may impact the
    Company's operations.

    During fiscal year 1997 the Company began the strategic review process as it
    relates to the Year 2000  process.  The Board of  Directors  of the  Company
    approved the Company's Year 2000 plan at its meeting on July 17, 1998.  This
    plan  includes all phases  necessary and  budgetary  consideration  for each
    fiscal year through the Year 2000.

    The Year 2000  remediation  plan and process  includes  (1)  identification,
    modification   and   testing   of   non-compliant   Year  2000   code;   (2)
    identification,  inventory,  assessment  and, if necessary,  modification of


                                       21
<PAGE>


    internal  ad  hoc  systems  or  applications  that  may be  material  to the
    Company's   operations;   (3)  with  the  exception  of  counterparties  and
    customers, documentation of the assessment of the readiness of the Company's
    material third parties;  and (4) a timetable for completion of all year 2000
    plans   implementation   steps  for  amendment  to  the  plan  as  required.
    Specifically,  Wexford has notified the Company that Wexford intends to work
    with the  Company to test the Year 2000  readiness  of its major  securities
    trades  processing  system with  Wexford  during June 1999.  During the year
    ended September 30, 1998 the Company incurred approximately $76,000 of costs
    related to the Year 2000 problem. During the six months ended March 31, 1999
    the Company incurred approximately $48,400 in costs related to the Year 2000
    problem.  The Company has budgeted a total of $193,000 for Year 2000 related
    costs for the 20 month period from June 1998  through  January  2000.  These
    Year 2000 costs include both capital expenditures and period expenses.  This
    Year 2000 budget will be funded  from the  working  capital of the  Company.
    Provided there is an absence of unanticipated  critical events,  the Company
    does not expect Year 2000 costs to have a material  effect on its  operating
    results, financial condition or cash flows.

    As a  contingency  plan,  the Company  intends to have  information  systems
    personnel  on site or on  stand-by  availability,  from  December  31,  1999
    through  January 2, 2000, on a 24-hour  basis,  to insure that any Year 2000
    problems  which may arise will be addressed and corrected  immediately.  The
    Company has been  informed  that  Prudential  intends to implement a similar
    contingency  plan.  The Company  believes  these measures will be sufficient
    because of the following reasons: (1) the Company has reviewed and modified,
    to the  extent it can  ascertain  the  problem,  mission  critical  code and
    embedded technology (2) the Company has minimal internally generated systems
    and  (3) the  Company's  vendors  have  represented  that  they  are  either
    currently  Year 2000  compliant  or will  become so by the third  quarter of
    1999.

    However, it is the Company's position there are no alternatives in the event
    the exchanges or other market  centers fail to perform.  In such event,  the
    Company  believes it is highly  likely that the factors  which may prevent a
    particular  clearing firm from performing  would similarly  affect all other
    clearing firms,  which would either preclude the availability of alternative
    clearing   service   providers  or  overwhelm  the  resources  of  surviving
    alternative  clearing services  providers.  The Year 2000 presents a problem
    which is not likely to be  susceptible to remediation at a future date if it
    is not fixed in advance.

    The Company is  cautiously  optimistic  about its current state of readiness
    and its  ability to make any  further  necessary  modifications  to internal
    systems in time for the Year 2000.  The Company also believes that its major
    third  party  service   provider,   Prudential/Wexford,   has  undertaken  a
    systematic  approach  to the Year 2000  problem and will  complete  its plan
    which is  designed  to  achieve  a state of  readiness.  However,  there are
    factors  outside the control of the Company which make certainty  impossible
    such as: (1) the inability to assess the readiness of market  counterparties
    and  customers;  (2) the  inability to achieve  assurance as to any material


                                       22
<PAGE>


    third  parties'  representations  of readiness;  (3) the global  exposure of
    material third parties to Year 2000 problems outside the United States which
    have a  corresponding  effect  within  the  global  securities  markets  and
    operations; and (4) the limitations in anticipating all aspects of a problem
    with which there is no prior historical  experience.  The presence of any or
    all of these and other  factors may well have a material  adverse  effect on
    the Company's  business,  operating  results,  financial  condition and cash
    flows.



                           PART II - OTHER INFORMATION

    ITEM 1.       LEGAL PROCEEDINGS

    The Company is party to certain  arbitration and/or litigation matters as of
    March 31, 1999 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  is 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 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    The Company's annual meeting of stockholders  was held on Tuesday,  February
    16, 1999. The stockholders  reelected the four members of the existing Board
    of Directors that stood for reelection,  Diego J. Veitia,  Jerome F. Miceli,
    Stephen A. Saker and Robert A. Miller. The stockholders also elected Jeffrey
    L. Rush to the Board of Directors.  The stockholders  approved the action of
    the  Board  of  Directors  in  selecting  KPMG LLP to  audit  the  financial
    statements  of the Company and its  subsidiaries  for the period  commencing
    October 1, 1998,  and ending  September 30, 1999. The  stockholders  further
    approved  the action of the Board of  Directors  in adopting an amendment to
    the International  Assets Holding  Corporation Stock Option Plan to increase
    the total  number  of  shares  available  for  issuance  under the Plan from
    550,000 to 770,000 shares (shares as adjusted for the 10% stock dividend).





                                       23
<PAGE>




                                                     Votes              Votes
                  Matter                               For           Withheld
                  -------                              ---           --------
    Election of Diego J. Veitia as director         903,916           388,012
    Election of Jerome F. Miceli as director        903,916           388,012
    Election of Stephen A. Saker as director        903,916           388,012
    Election of Robert A. Miller director           888,182           403,746
    Election of Jeffery L. Rush as director         876,496           415,432
<TABLE>
<CAPTION>
<S>     <C>                                          <C>                <C>          <C>   


                                                     Votes             Votes         Votes
                 Matter                               For             Against       Abstain
                 -------                             -----            --------      --------
    Approval of the auditors                      1,286,713             4,830          385

    Approval to amend stock option plan             947,993           121,786        4,810
</TABLE>



    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 six months
                 ended March 31, 1999.


                                   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 05/12/99                       /s/ Jerome F. Miceli   
                                    Jerome F. Miceli
                                    President and Chief Operating Officer


Date 05/12/99                       /s/ Jonathan C. Hinz
     --------                       --------------------
                                    Jonathan C. Hinz
                                    Vice President and Controller
                                    (Person Performing Similar Functions
                                    of Principal Financial Officer and
                                    Principal Accounting Officer)



                                       24
<PAGE>

                                                            EXHIBIT 11


                    INTERNATIONAL ASSETS HOLDING CORPORATION
                 STATEMENT OF COMPUTATION OF EARNINGS PER SHARE

                For the Six Months Ended March 31, 1999 and 1998
<TABLE>
<CAPTION>
<S>     <C>                                                           <C>                      <C>    



                                                                       1999                  1998 (1)
                                                                       ----                  --------
Basic Earnings (Loss) Per Share
Numerator:
  Net income (loss)                                                  $ 324,154              $ (40,524)

Denominator:
  Weighted average number of common shares outstanding               1,626,087              1,702,817

Basic earnings (loss) per share                                         $ 0.20                $ (0.02)


Diluted Earnings (Loss) Per Share
Numerator:
  Net income (loss)                                                  $ 324,154              $ (40,524)

Denominator:
  Weighted average number of common shares outstanding               1,626,087              1,702,817

  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)                                                     116,915                   -
                                                                                                 

  Weighted average number of common shares and dilutive
  potential common shares outstanding                                1,743,002              1,702,817

Diluted earnings (loss) per share                                       $ 0.19                $ (0.02)

</TABLE>

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

(1)   Diluted  loss  per  share is the same as  basic  loss per  share  for 1998
      because  of the  anti-dilutive  impact of the  dilutive  potential  common
      shares due to the net loss for 1998.

(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.





                                       25
<PAGE>




                    INTERNATIONAL ASSETS HOLDING CORPORATION
                 STATEMENT OF COMPUTATION OF EARNINGS PER SHARE

               For the Three Months Ended March 31, 1999 and 1998

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



                                                                        1999                    1998
                                                                        ----                    ----
Basic Earnings Per Share

  Net income                                                         $ 123,495               $ 94,178

  Weighted average number of common shares outstanding               1,627,314              1,701,749

  Basic earnings per share                                              $ 0.08                 $ 0.06


Diluted Earnings Per Share

  Net income                                                         $ 123,495               $ 94,178

  Weighted average number of common shares outstanding               1,627,314              1,701,749

  Weighted  average  number of net  common  shares  that  would 
  be  issued  upon exercise of dilutive  options  assuming  
  proceeds  used to  repurchase  shares pursuant to the treasury
  stock method (1)                                                     260,866                 94,565

  Weighted average number of common shares and dilutive
  potential common shares outstanding                                1,888,180              1,796,314

  Diluted earnings per share                                            $ 0.07                 $ 0.05

</TABLE>

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

(1)  The treasury  stock  method  recognizes  the use of proceeds  that could be
     obtained upon exercise of options in computing  diluted earnings per share.
     It assumes  exercise of options 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.




                                       26
<PAGE>



<TABLE> <S> <C>

<ARTICLE>                  BD
<MULTIPLIER>               1
       
<S>                                 <C>                                              
<PERIOD-TYPE>                       6-MOS
<FISCAL-YEAR-END>                                               SEP-30-1999
<PERIOD-END>                                                    MAR-31-1999
<CASH>                                                            3,450,661
<RECEIVABLES>                                                       868,020
<SECURITIES-RESALE>                                                       0
<SECURITIES-BORROWED>                                                     0
<INSTRUMENTS-OWNED>                                               2,699,395
<PP&E>                                                              317,736
<TOTAL-ASSETS>                                                    7,647,600
<SHORT-TERM>                                                              0
<PAYABLES>                                                          863,620
<REPOS-SOLD>                                                              0
<SECURITIES-LOANED>                                                       0
<INSTRUMENTS-SOLD>                                                  870,847
<LONG-TERM>                                                               0
                                                     0
                                                               0
<COMMON>                                                             16,303
<OTHER-SE>                                                        5,736,375
<TOTAL-LIABILITY-AND-EQUITY>                                      7,647,600
<TRADING-REVENUE>                                                 1,788,759
<INTEREST-DIVIDENDS>                                                108,747
<COMMISSIONS>                                                     3,105,531
<INVESTMENT-BANKING-REVENUES>                                             0
<FEE-REVENUE>                                                       106,571
<INTEREST-EXPENSE>                                                    1,096
<COMPENSATION>                                                    2,760,042
<INCOME-PRETAX>                                                     543,230
<INCOME-PRE-EXTRAORDINARY>                                          543,230
<EXTRAORDINARY>                                                           0
<CHANGES>                                                                 0
<NET-INCOME>                                                        324,154
<EPS-PRIMARY>                                                          0.20
<EPS-DILUTED>                                                          0.19
        


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission