UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

 [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934

                   for the fiscal year ended January 31, 2001

                                       or

     [ ] Transition report pursuant to Section 13 or 15(d) of the Securities

    Exchange Act of 1934 For the transition period from ________ to ________

                         Commission file number 1-15733

                              SHOCHET HOLDING CORP.
             (Exact name of registrant as specified in its charter)

                               Delaware 59-2651232
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

      2351 East Hallandale Beach Boulevard, Hallandale Beach, Florida 33998
               (Address of principal executive offices) (Zip Code)

                                 (954) 454-0304
              (Registrant's telephone number, including area code)

     Securities  registered  pursuant to Section 12(b) of the Act: common stock,
     $.0001 par value

     Securities registered pursuant to Section 12(g) of the Act: None

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
     required to be filed by Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 during the preceding 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 ___

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
     405 of Regulation S-B is not contained  herein,  and will not be contained,
     to the best of registrant's  knowledge,  in definitive proxy or information
     statements incorporated by reference in Part III of this Form 10-KSB or any
     amendment to this Form 10-KSB. [ ]

     The issuer's revenues for its most recent fiscal year was $8,200,000.

     The  aggregate  market  value  (based  upon the  last  sale  price)  of the
     registrant's  Common  Stock  held by  nonaffiliates  on May 14,  2001,  was
     $961,400.

     On May 14, 2001,  2,235,000  shares of the  registrant's  common stock were
     outstanding.

     Documents incorporated by reference:
         -none-









<PAGE>



                              Shochet Holding Corp.
                            Form 10-KSB Annual Report
                   For the fiscal year ended January 31, 2001




Part I

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

Part II

Item   5.     Market for the Registrant's Common Equity and Related
              Stockholder Matters
Item   6.     Management's Discussion and Analysis
Item   7.     Financial Statements
Item   8.     Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure

Part III

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

This report  contains  various  "forward  looking  statements."  Such statements
consist of any statement  other than a recitation of historical  fact and can be
identified by the use of  forward-looking  terminology  such as "may," "expect,"
"anticipate," "estimate" or "continue" or use of negative or other variations or
comparable terminology.

We caution that these statements are further qualified by important factors that
could cause  actual  results to differ  materially  from those  contained in the
forward-looking   statements,   that  these   forward-looking   statements   are
necessarily  speculative,  and there are certain  risks and  uncertainties  that
could cause actual events or results to differ materially from those referred to
in such forward-looking statements.


                                       2
<PAGE>



PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Overview

          We   provide   full   service,    discount   brokerage   and   related
     non-proprietary financial services and products such as financial planning,
     insurance  and  annuities,  through our  wholly-owned  subsidiary,  Shochet
     Securities,  Inc. Shochet  Securities  operates six branch offices,  all of
     which are in Florida.

History

          We were incorporated in Delaware in July 1999.  Shochet Securities was
     incorporated in Florida in 1980. Our executive  offices are located at 2351
     East Hallandale Beach Boulevard, Hallandale Beach, Florida. We are majority
     owned (approximately 54%) by our parent company, Firebrand Financial Group,
     Inc., a publicly traded holding  company,  which is the sole stockholder of
     another  broker-dealer  subsidiary,  GKN Securities  Corp.,  and a majority
     stockholder  of  EarlyBirdCapital.com  Inc.,  which is,  in turn,  the sole
     stockholder  of  two  other  broker-dealers,   EBCapital  (Europe)  AG  and
     EarlyBirdCapital, Inc.

          In March 2000 we  completed  an initial  public  offering of 1,045,000
     shares of our common stock.  These securities are listed on Nasdaq SmallCap
     Market System under the symbol SHOC. We raised gross proceeds of $9,405,000
     and $7,900,000 in net proceeds through this offering.

Business

          We provide brokerage  services in equity and fixed income  securities,
     options, annuities and mutual funds. We charge our clients commissions that
     are  generally  less than those  charged by other  full  service  firms for
     similar services,  and pay our brokers a percentage of that commission.  As
     of  April  2001,  we  employed   approximately   67  brokers,   who  manage
     approximately 13,000 client accounts.

          Shochet Financial Services Group, a division  introduced in June 2000,
     has commenced  offering a range of  non-proprietary  financial services and
     products,  including  financial planning  services,  insurance products and
     annuities.  For the fiscal year ended January 31, 2001,  revenues from this
     division were approximately $439,000 in six months of operations.  Prior to
     the formation of this division, insurance and annuity sales  were  $318,520
     for the fiscal year 2000.  In addition,  we have begun to offer investment
     adviser services such as fee-based,  managed money "wrap" accounts through
     Shochet  Investment  Adviser Corp., a subsidiary formed in August 2000. A
     client of this  subsidiary can choose from a range of mutual funds  and
     portfolios  managed  by  unaffiliated   third-party   portfolio managers.
     The client pays a fee based on a percentage of assets held in the client's
     account, in lieu of standard commissions associated with purchases of
     securities in traditional  brokerage  accounts.  To date,  revenues from
     this subsidiary have not been material.



<PAGE>

          In November 2000, we announced the signing of National Football League
     Hall of Fame member and former Miami Dolphins coach Don Shula.  Coach Shula
     has appeared as  spokesperson  for our "Your Financial  Coach"  advertising
     campaign,  which  commenced in January 2001 on south Florida  radio,  cable
     television  and in  newspapers  and  periodicals.  Coach Shula also makes a
     limited amount of personal appearances on behalf of Shochet.

Strategy

          Our  strategy  is to continue  the  development  of our  presence as a
     Florida-based  provider of full service discount  securities  brokerage and
     related financial services. Our goal is to attract and retain client assets
     by growing our core retail brokerage business while  simultaneously  trying
     to uncover  client  assets by providing an  increasing  amount of financial
     planning and other services. We intend to expand our business through:

o        advertising and promotion;
o        recruitment of finance professionals;
o        adding new products and services;
o        opening new offices; and
o        merger and/or acquisition.

Building our Financial Services Business

          We continue to develop our presence as a discount  broker and provider
     of related  financial  services in Florida.  We believe that our  advantage
     over other  financial  services  firms lies with our  securities  brokerage
     industry experience embodied by our experienced financial consultants.  Our
     strategy includes the following elements:

          o Open branch offices and  mini-offices.  We intend to open new branch
          offices to expand our presence into areas of Florida  where  currently
          we are not represented.  We plan to increase our visibility further by
          opening  mini-offices:  smaller  satellite  offices  located in highly
          trafficked  areas,  each  within a short  drive  of a  branch  office,
          staffed by two to four brokers. Our Weston office is scheduled to open
          in Summer 2001.

          o Advertising.  The "Your  Financial  Coach"  advertising  campaign in
          television,  radio and newspaper  raised the level of awareness of the
          Shochet  name and has  resulted  in the  attraction  of new  financial
          professionals.  The next phase of the campaign is the "call to action"
          phase which will be  accomplished  through  such means as direct mail.
          This phase is designed to leverage the branding we have created and to
          stimulate  revenues by  focusing  the client and  potential  client on
          products and services provided by Shochet.

Traditional Product Lines

         Equities


                                       2
<PAGE>


          We offer access to all United States  equities and to equities in most
     foreign  markets.  We do not make markets in equity  securities  and do not
     maintain any  inventory  positions  of equities for  customers to purchase,
     except that we take  principal  positions on a  case-by-case  basis only to
     facilitate  customer  transactions.  Equity  executions  are  automatically
     routed to a third party market  maker,  wholesale  trader or an  electronic
     clearing network to achieve the best execution for our customers.

         Fixed Income

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

         Research Services

          We provide our  customers  with research  prepared by several  sources
     including Ryan, Beck & Co. Southeast Research Group,  EarlyBirdCapital  and
     our clearing firm, Schroder.  Schroder was recently acquired by Bank of New
     York, which also provides research.  We make this research available in our
     branches, enclose it in customer statements and provide it on our website.

         Mutual Funds

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

         Insurance and Financial Planning Products

          Our financial  services division markets a range of fixed and variable
     annuities,  universal life insurance, term life insurance, long term health
     care insurance and other insurance products. We have increased our emphasis
     on this business and our marketing efforts of these and related products by
     our June 2000 formation of Shochet Financial Services Group, which offers a
     range of non-proprietary financial planning products and services.

Other Products and Services

          We offer additional investment products,  such as retirement accounts,
     check  writing,  cash  management  accounts,  debit cards and other related
     financial  products.  We plan to offer mortgage  brokerage services through
     our newly  formed  subsidiary,  Shochet  Mortgage  Corp.,  which has had no
     material operations to date.

         Clearing Arrangements

          We do not  hold any  funds  or  securities  of our  clients  nor do we
     directly  execute and  process  either our own or our  clients'  securities
     transactions.  We  currently  carry  our  customer  accounts  and clear our
     customer  orders  through  Schroder.  Each  account  carried by Schroder is


                                       3
<PAGE>


     covered by the Securities Investors Protection Corporation,  or SIPC, which
     provides  each client  insurance  for an  aggregate  of $500,000 in assets,
     which  includes a maximum of  $100,000  in cash or cash  equivalents.  Each
     account carries an additional $99.5 million in coverage,  which coverage is
     provided by an outside insurance company.

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

          Effective November 30, 2000,  we extended  our clearing  agreement two
     years in exchange for a payment of $1,250,000  from Schroder and the
     predecessor to Bank of New York. If we terminate the agreement before
     November 30, 2002 we must repay this amount in full.

         Account Security

          We use proprietary and industry  standard security measures to protect
     our  clients'  assets.  Online  clients  are  assigned  individual  account
     numbers,  user  identification  and passwords  that must be input each time
     they log on to the system. In accordance with standard industry  practices,
     telephone orders require  authentication  through  personal  identification
     numbers,  passwords or other personal information.  In addition,  our trade
     processing  system  compares our account  database with the clearing firm's
     account information on a daily basis to detect any discrepancies.

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

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

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

Risk Management

          Our in-house risk management principal monitors and maintains firm and
     customer  margin  credit and  securities  concentrations  and  monitors our
     adherence to securities and lending regulations. This principal coordinates
     his efforts with our legal, compliance and operations personal.


                                       4
<PAGE>


         Compliance

          We maintain a  comprehensive  compliance  program,  which monitors and
     implements policies to ensure our adherence to securities laws, regulations
     and rules,  rules  imposed by the  self-regulatory  organizations,  lending
     rules and other similar rules and regulations to which we are subject.

         Operations

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

Relationship with Firebrand

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

          We formerly had an  intercompany  services  agreement with  Firebrand.
     This agreement was not negotiated on an arms-length  basis,  but we believe
     its terms  were no less  favorable  to us than  those  that could have been
     obtained  from an  unaffiliated  third  party.  The  intercompany  services
     agreement  permitted us to obtain services as needed from Firebrand and its
     affiliates on a cost  reimbursement  basis.  The services we received under
     the agreement include  accounting and bookkeeping,  financial  planning and
     financial reporting,  internal audit, legal,  computer management,  records
     management,   payroll   management,   purchasing   assistance,   regulatory
     compliance,  marketing,  human  resources  management and  compliance,  tax
     reporting and tax filing,  office  services and office space. We terminated
     this  agreement in March 2000, at which time we commenced  providing  these
     services ourselves.

Competition

          We  encounter  intense  competition  in all aspects of the  securities
     business and compete  directly with other  securities  firms, a significant
     portion of which have greater capital and other resources.  Our competition
     includes  traditional full service and discount brokerage firms,  including
     Merrill  Lynch & Co.,  Charles  Schwab,  TD Waterhouse  Securities,  Morgan
     Stanley  Dean  Witter & Co,  Quick and  Reilly and  Prudential  Securities.
     Additionally,  we face competition from Internet-based  firms such as Datek
     Securities   Corp.,   Ameritrade   and  E*Trade,   Inc.  Other  sources  of
     competition,   such  as  commercial  banks,  mutual  funds,  and  insurance
     companies,  have entered our market.  We believe that the principal factors
     affecting competition

                                       5
<PAGE>


     in the  securities  industry are the quality and abilities of  professional
     personnel  and the  quality,  range and  relative  prices of  services  and
     products offered. While we do not provide the lowest commissions available,
     we compete on the basis of quality  customer  service and  availability  of
     objective,  professional  advice and service.  Our trade  commissions range
     from $50 for 100 shares to approximately $50 for 5,000 shares.

Government Regulation

     The  securities  industry in the United  States is subject to extensive and
frequently changing federal and state laws and substantial regulation by the SEC
and various state agencies and self regulatory organizations,  such as the NASD.
Shochet Securities is registered as a broker-dealer with the SEC and is a member
firm of the NASD. Much of the regulation of broker-dealers has been delegated to
self-regulatory  organizations,  principally  NASD  Regulation,  Inc.,  known as
NASDR,  which has been designated by the SEC as the primary regulator of Shochet
Securities.  NASDR  adopts  rules that govern  members of the NASD and  conducts
periodic  examinations of member firms'  operations.  Securities  firms are also
subject to  regulation  by state  securities  administrators  in those states in
which they conduct business. Shochet Securities is registered as a broker-dealer
in 40 states and the District of Columbia.

     Broker-dealers  are  subject to  regulations  which cover all aspects of he
securities business, including sales methods and supervision,  trading practices
among  broker-dealers,  use and safekeeping of customers'  funds and securities,
capital  structure  of  securities  firms,  record  keeping  and the  conduct of
directors,  officers and  employees.  Additional  legislation,  changes in rules
promulgated  by the SEC and  self-regulatory  organizations  or  changes  in the
interpretation or enforcement of existing laws and rules may directly affect the
mode of operation and profitability of broker-dealers.  The SEC, self-regulatory
organizations  and  state  securities  commissions  may  conduct  administrative
proceedings that can result in censure,  fine, the issuance of  cease-and-desist
orders or the  suspension  or  expulsion  of a  broker-dealer,  its  officers or
employees.  The principal purpose of regulation and discipline of broker-dealers
is the protection of customers and the integrity of the securities markets.

     Shochet  Investment  Advisor Corp. is registered as an independent  advisor
with the SEC and is subject to regulation as an investment advisor.

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

Net Capital Requirements

     The SEC,  NASD and other  self-regulatory  agencies  have  stringent  rules
requiring  the  maintenance  of  specific  levels of net  capital by  securities
brokers,  including  the SEC's uniform net capital rule. As of January 31, 2001,
Shochet Securities was required to maintain minimum

                                       6
<PAGE>


net capital of $159,000. As of January 31, 2001, we had net capital of $327,000,
which was $168,000 in excess of our requirement. This is described more fully in
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations.

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

Trademark

     We have  registered the trademark  "Shochet  Online!" in the United States,
which appears on our website.  We have applied for trademark  protection for the
service  mark "Your  Financial  Coach." We own no other  trademarks,  patents or
registered copyrights.

Employees

     In April 2001, we had a total of 106 employees;  67 of which are registered
representatives,  34 of which are support  staff,  and 5 of which are management
personnel, who are also registered.  We believe our relations with our employees
are generally good and we have no collective bargaining agreement with any labor
unions.

<TABLE>
<CAPTION>


ITEM 2.  DESCRIPTION OF PROPERTIES

                                Approx.
                                 Sq.                                  Annual
Location                        Footage       Lease Exp.          Lease Payments
<S>                              <C>            <C>                    <C>

Hallandale (principal office).. .5,000        February 2006             $129,000
Boca Raton......................11,500        October 2004              $420,000
Miami Beach....................  3,000        April 2003                 $71,000
South Miami....................  3,155        November 2003              $76,000
Tamarac........................  2,516        June 2001                  $45,000
Delray Beach...................  2,400        November 2002              $36,000
Weston.........................  2,400        June 2006                  $61,000

</TABLE>

     Our Boca Raton office contains 10,000 square feet of office space sublet by
us from GKN Securities through a verbal month to month arrangement.

ITEM 3.  LEGAL PROCEEDINGS

     In the ordinary  course of  business,  our  principals  and we are, and may
become a party to, legal


                                       7
<PAGE>


or  regulatory  proceedings  or  arbitrations.  No pending  legal  proceeding is
expected to have a material adverse effect on our financial condition or results
of operations.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters  submitted to a vote of security  holders  during the
fourth quarter of fiscal 2001.


                                       8
<PAGE>


PART II

ITEM 5.         MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
                STOCKHOLDER MATTERS

Dividends

     To date, we have not paid any dividends on our common stock. The payment of
dividends,  if any,  in the  future is  within  the  discretion  of the board of
directors and will depend upon our earnings,  capital requirements and financial
condition,  and other  relevant  factors.  Our ability to pay  dividends  in the
future also may be  restricted  by our brokerage  subsidiaries'  obligations  to
comply with the net capital  requirements  imposed on  broker-dealers by the SEC
and the NASD.  We do not  intend to declare  any  dividends  in the  foreseeable
future, but instead intend to retain all earnings for use in our business.

Market Information

     Our common stock began trading on the Nasdaq  SmallCap  Market System under
the  symbol  "SHOC"  on March 15,  2000.  There was no  trading  market  for our
securities  before our initial public  offering.  On May 14, 2001, the last sale
price of our common stock was $1.10 per share.

     The following  table sets forth high and low bid  quotations for our common
stock for the periods  indicated.  These quotations,  as reported by Interactive
Data,   reflect  prices  between  dealers,   do  not  include  retail  mark-ups,
mark-downs, commissions and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>

Period                                          High           Low
<S>                                             <C>            <C>

March 15, 2000 - April 30, 2000                $9.25          $2.50
May 1, 2000 - July 31, 2000                     3.00           1.81
August 1, 2000 - October 31, 2000               2.75           1.41
November 1, 2000 - January 31, 2001             2.00           1.38

</TABLE>


     On May 15,  2001,  there  were  approximately  14  holders of record of our
common  stock.  We believe there are in excess of 700  beneficial  owners of our
common stock.

ITEM 6.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                RESULTS OF OPERATIONS

     The  following  analysis  of the  consolidated  results of  operations  and
financial  condition of Shochet  Securities,  Shochet  Investment Adviser Corp.,
Shochet   Mortgage  Corp.  and  us  should  be  read  in  conjunction  with  our
consolidated financial statements included elsewhere in Item 7 of this document.

                                       9
<PAGE>


Business Environment

     Our primary business activity,  full service discount brokerage and related
financial services, is subject to general economic and market conditions and the
volatility of trading markets.  The  twelve-month  period ended January 31, 2001
was characterized by declining and volatile market conditions. Specifically, the
decline  occurred  in  both  market  indices  and  trading  volume.  Substantial
fluctuations  could  occur in our  revenues  and  profitability  from  period to
period.

     Our focus is to  continue  to  develop  our  physical  presence  and public
perception as a premier Florida-based financial services firm.

Results of Operations

     Results of operations  for any  individual  period should not be considered
representative of future profitability. A substantial portion of our expenses is
fixed and does not vary with market activity. Additionally,  during this period,
the firm has  expended  significant  funds  for  promotion  and  advertising  in
building our public presence.

     Further,  market  conditions  have  forced  us to take  actions  to  reduce
expenses.  We have begun  cutting  certain of our costs through  several  means,
including:  reduction of managers'  salaries,  consolidation  of branch offices,
reduction of  advertising  expenses,  reduction of payment of  professional  and
consulting  fees and  reduction of our work force.  In  addition,  we are taking
steps  to  boost  revenues  through  such  means as  increased  ticket  charges,
recruitment  of financial  professionals  and  adjustments  to our broker payout
schedule.

         Year ended January 31, 2001 vs. year ended January 31, 2000

     Net loss for the year ended January 31, 2001 was $3,075,000, as compared to
a net loss of $538,000 for the year ended January 31, 2000. As described  above,
management has initiated  certain  revenue  enhancements  and expense  reduction
measures in an effort to reduce or  eliminate  such losses in the future.  Basic
and  diluted  loss per share of common  stock was $1.45 for  fiscal  year  2001,
compared  to a loss of $0.45  for  fiscal  2000.  Basic  and  diluted  loss from
continuing  operations per common share was $1.45 for the year ended January 31,
2001, as compared to a loss of $0.18 per common share for fiscal 2000.

Revenues

     Total  revenues  increased  by 1%,  from  $8,112,000  for  fiscal  2000  to
$8,200,000  for fiscal  2001.  For the  respective  periods,  commission  income
declined  $1,053,000,  or 14% from  $7,268,000  to  $6,215,000  as a  result  of
declining overall market conditions. In addition, during fiscal 2001 the company
initiated  the marketing of insurance  and annuity  products  resulting in gross
revenues of $439,000 or 5.4% of total fiscal 2001 revenues.

     Interest revenues increased 27%, or $210,000, in fiscal 2001 as a result of
interest  earned on cash balances,  consisting  primarily of the proceeds of the
company's March 2000 initial public offering.


                                       10
<PAGE>
     Other income increased 1,349%, from $69,000 in fiscal 2000 to $1,000,000 in
fiscal 2001,  an increase of $931,000.  The  increase was  primarily  due to the
collection of inactive  account fees and order flow income in 2001. In addition,
Shochet Securities participated in the sale of the company's common stock in
March 2000.

Expenses

     Total  expenses  for fiscal  2001 were  $11,275,000,  a 35%  increase  from
$8,363,000  for fiscal 2000.  The increase is  attributable  to increases in all
expense categories,  except for a trade volume induced 18% decrease in brokerage
clearing and exchange  fees from  $1,238,000 to  $1,020,000  for the  respective
periods.  These  expenses  also  decreased  as a result  of the  recognition  of
$104,000 in deferred revenue related to the extension of our clearing  agreement
with Schroder.  Compensation and benefits of $5,776,000  increased 28% in fiscal
2001 from  $4,525,000 in fiscal 2000.  Although  commission  expense is variable
because  commissions to brokers are paid as a percentage of commission  revenues
generated,  the  increase in fiscal  2001 is the result of  salaried  registered
representatives  and related benefits and, to a smaller extent, a higher overall
payout percentage to sales personnel.

     Occupancy  and equipment  expense  increased  from $698,000 to  $1,128,000,
representing an increase of 62%, or $430,000,  primarily due to increased office
lease  commitments  and upgrading sales personnel  computers to accommodate the
industry transition to decimalization.

     Communications  expenses increased from $639,000 to $961,000,  representing
an increase of 50%, or $322,000, primarily  due to increased  telecommunications
expenses related to our expansion.

     Management fee expense  decreased from $228,000 to $38,000,  representing a
decrease of 83% or $190,000.  We  eliminated  payment of the  management  fee to
Firebrand in March 2000.

     Business  development expenses increased by 320% or $848,000 compared to
the prior period expense of $265,000.  This was due to increased advertising and
promotional activities.

     Professional  fees  increased  from $116,000 to $266,000,  representing  an
increase of 129% or $150,000 primarily due to consulting  services in connection
with the  transition  of  accounting,  compliance  and  legal  related  expenses
formerly provided by GKN Securities.

Income taxes

     For the year ended January 31, 2001, we did not recognize a tax benefit
from our loss from operations due to the uncertainty as to the  realizability of
the net operating loss  carryforward.  This compares to a $40,000 tax expense in
the prior  year as a result of the gain from  operations  and a tax  benefit  of
$327,000 generated by the loss from discontinued operations.


                                       11
<PAGE>
Weighted average common shares outstanding

     The average number of common shares  outstanding used in the computation of
basic  and  diluted  loss  per  common  share  was  2,114,000   and   1,200,000,
respectively for each of the fiscal periods presented.

Liquidity and Capital Resources

     Approximately  64% of our assets at January 31,  2001 were  highly  liquid,
consisting primarily of cash and cash equivalents,  our repurchase agreement and
receivables  from  broker-dealers,  all of which  fluctuate  depending  upon the
levels  of  customer   business   and   trading   activity.   Receivables   from
broker-dealers, which are primarily from our clearing broker, turn over rapidly.
As  a  securities   dealer,  we  may  carry  significant  levels  of  securities
inventories  to meet  customer  needs.  Our  inventory of  securities is readily
marketable;  however,  holding  large  blocks  of the same  security  may  limit
liquidity and prevent  realization of full market value for the securities.  The
total assets or the individual components of total assets may vary significantly
from  period to period  because  of  changes  relating  to  customer  demand and
economic and market conditions.

     Our brokerage  subsidiary,  Shochet  Securities,  is subject to the SEC net
capital rules,  and as such is subject to restrictions on the use of capital and
related  liquidity.  Shochet  Securities' net capital position as of January 31,
2001,  was  $327,000, which was $168,000 in excess of its net capital
requirements.

     In December 2000, we received a $1,250,000  payment pursuant to a letter of
understanding to continue our  relationship  with our clearing firm Schroder for
an additional two years,  which has been recorded as deferred  revenue.  Shochet
Securities will recognize such amount as a reduction of brokerage,  clearing and
exchange fees over the term of the agreement, or approximately $52,000 a month.

ITEM 7.      FINANCIAL STATEMENTS

         See our Financial Statements beginning on page F-1.

ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL DISCLOSURE

None.

                                       12
<PAGE>


PART III

ITEM 9.      DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT; COMPLIANCE WITH
             SECTION 16(A) OF THE EXCHANGE ACT

         Our directors executive officers and key employees are as follows:

NAME                                                      POSITION

Roger N. Gladstone.............  Chairman of the Board and Chief Executive
                                 Officer
David F. Greenberg.............  President, Chief Operating Officer and Director
Andrew W. Lockwood.............  Executive Vice President-Business Development
                                 and General Counsel
Arnold I. Roseman..............  Chief Financial Officer of Shochet Securities
Richard Y. Roberts.............  Director
James I. Krantz................  Director
John P. Margaritis.............  Director
John P. Reynolds...............  Director


     Roger N.  Gladstone,  46 years old,  has served as our  chairman  and chief
executive  officer since November 1999, and an executive officer and director of
Shochet  Securities  since it became a subsidiary of Firebrand in November 1995.
Mr.  Gladstone has served as vice chairman of the board of Firebrand  since June
1999 and as a director of that company  since  January  1987.  From 1987 to June
1999,  he served as  president  of  Firebrand.  He is also a member of the Young
Presidents  Organization and an honorary member of the board of directors of the
Sid Jacobson  Community Center in Roslyn,  New York. Mr. Gladstone is a director
of No Small  Affair  South,  a charitable  foundation  which  provides  positive
experiences for  disadvantaged  children.  From 1984 through 1986, Mr. Gladstone
was engaged primarily in the acquisition,  management, syndication and operation
of real estate  projects.  From 1980 through 1984, Mr.  Gladstone was engaged in
the private  practice of law in New York. Mr.  Gladstone  received his B.A. from
Stanford  University,  his M.B.A. from New York University and his J.D. from the
Benjamin N. Cardozo School of Law, Yeshiva University. Mr. Gladstone is a member
in good standing of both the New York and Florida Bar Associations.

     David F.  Greenberg,  53 years  old,  has  served as our  president,  chief
operating  officer and director  since  November  1999,  and as chief  operating
officer  and  director of Shochet  Securities  since it became a  subsidiary  of
Firebrand in November  1995.  He has served as  president of Shochet  Securities
since June 1999. Mr.  Greenberg was employed by GKN Securities from 1991 to July
1999,  initially  as  director  of  Compliance  then as  branch  manager  of GKN
Securities'  New York office.  In January 1996, he became senior vice  president
and director of  Operations  and Risk  Management,  in which  capacity he served
until January 2000.  From 1985 to 1986,  Mr.  Greenberg  served as president and
chief executive officer of First New York Discount Corp., a broker-dealer, which
he  founded.  From 1978 to 1985,  Mr.  Greenberg  served in several  capacities,
including  as  director of  Compliance  and Branch  Liaison  Manager and General

                                       13
<PAGE>


Securities and Options Principal for US Clearing Corp. Mr. Greenberg also serves
as a member of Securities Industry Association-Discount Brokerage Committee Year
2000.

     Andrew W. Lockwood,  32 years old, has served as executive vice president -
business development and general counsel of Shochet Securities since April 2000.
From April 1999 to April 2000,  Mr.  Lockwood was employed as an attorney in the
corporate and securities department of Atlas Pearlman,  P.A., a law firm located
in Fort  Lauderdale,  Florida.  Since April 2000, Mr. Lockwood has served on the
board of directors of Virtual  Academics.com,  Inc., a publicly  traded Internet
distance  learning  holding company  (OTC-BB:  VADC).  From November 1999 to the
present,  Mr.  Lockwood has served on the board of directors,  and,  until April
2000, as an executive officer,  of Educational  Trading Tools, Inc., a privately
held financial software educational company, which he co-founded. From September
1996 to March 1999,  Mr.  Lockwood was employed as an attorney in the  corporate
and securities  department of Graubard  Miller,  a law firm located in New York,
New York. Mr. Lockwood  received his J.D. from St. John's  University  School of
Law and his B.A.  from  Wesleyan  University.  Mr.  Lockwood is a member in good
standing of both the New York and Florida Bar associations.

     Arnold I. Roseman,  53 years old, has served as chief financial  officer of
Shochet  Securities  since March 2000.  From March 1999 to  February  2000,  Mr.
Roseman served as Director of Compliance of First Colonial  Securities  Group, a
broker-dealer  located in Boca Raton,  Florida.  From  February  1994 to October
1998, Mr. Roseman served as Compliance  Director for Biltmore  Securities,  Inc.
From 1983 to 1993,  Mr. Roseman served as Senior Vice President and CFO of First
Institutional  Securities.  In  addition,  from 1973 to 1976,  Mr.  Roseman  was
employed by the National  Association of Securities Dealers as a senior examiner
and performed special projects for Nasdaq in Washington DC. Mr. Roseman received
his B.A.-Finance (cum laude) from Franklin Pierce College.

     Richard Y. Roberts, 49 years old, has served as our director since November
1999 and as a director of Firebrand  since  December  1997.  Mr.  Roberts became
affiliated  with Thelen Reid & Priest LLP in January 1997, as counsel,  where he
participates  in its Business and Finance,  Infrastructure  and  Government  and
Utility and Energy  Practice  Groups.  From August  1995 to December  1996,  Mr.
Roberts served as General Counsel to Princeton Venture Research, Inc., a venture
capital securities  consulting firm. From October 1990 to July 1995, Mr. Roberts
served as a Commissioner of the Securities and Exchange Commission. Prior to his
tenure with the  Securities and Exchange  Commission,  Mr. Roberts served as the
administrative  assistant and the legislative  director for then-Congressman and
later Senator  Richard  Shelby.  Mr.  Roberts is a member of the Legal  Advisory
Board of the NASD,  the Advisory  Board of Securities  Regulation & Law Reports,
the Editorial Board of the Municipal Finance Journal,  and the National Board of
Policy Advisors of the Institute of Law and Economic Policy. He is a graduate of
Auburn  University  where he received  his B.S. in  Electrical  Engineering.  He
received his J.D. from the University of Alabama School of Law and his Master of
Laws from the George Washington  University Law Center.  Mr. Roberts is a member
of the Alabama Bar and the District of Columbia Bar.

     James I. Krantz,  45 years old, has served as our director  since  November
1999 and as a director of Firebrand since September 1990. Since 1977, Mr. Krantz
has served as a Property,

                                       14
<PAGE>


Casualty  and  Life  Insurance  Broker  and has  been  engaged  in  real  estate
management  and  investment.  From 1993 to September  1997, Mr. Krantz served as
vice president,  and since 1997,  president and chief executive officer, of York
International Agency, Inc., a full service insurance agency. Mr. Krantz received
his B.A.  from  Syracuse  University  and holds a  Chartered  Property  Casualty
Underwriter designation.

     John P. Margaritis,  51 years old, has served as one of our directors since
February 2000 and as a director of Firebrand since August 1996. He has served as
president and chief  executive  officer of Firebrand since December 1999 and was
elected  chairman of  Firebrand in December  2000.  He is also a director of GKN
Securities  and  Early  Bird  Capital  Inc.,  subsidiaries  of  Firebrand.  From
September 1998 to December 1999,  Mr.  Margaritis  served as president and chief
executive  officer  of The  Hawthorn  Group New York,  an  international  public
relations firm. From June 1997 until  September 1998, Mr.  Margaritis  served as
chief  executive  officer  of  Margaritis  &  Associates,   a  public  relations
consulting firm. Mr. Margaritis was the president and chief executive officer of
Ogilvy Adams & Rinehart (currently known as Ogilvy Public Relations  Worldwide),
a public  relations firm,  from January 1994 through  February 1997, and was the
president and chief  operating  officer from January 1992 to January 1994.  From
July 1988 until January 1992, Mr.  Margaritis  was chairman and chief  executive
officer of Ogilvy & Mathers Public  Relations.  Mr. Margaritis is a director and
member of the  executive  committee  of the Arthur  Ashe  Institution  for Urban
Health and Research!  America,  a non-profit  organization to promote government
support of medical  research,  and a member of the President's  Advisory Counsel
for the Museum of  Television  and Radio.  Mr.  Margaritis  is also a trustee of
Washington  and  Jefferson  College.  Mr.  Margaritis  received  his  B.A.  from
Washington  and Jefferson  College and received his M.A. from the New School for
Social Research.

     John P.  Reynolds,  56 years old, has served as one of our directors  since
February 2000.  Mr.  Reynolds  currently  serves as senior manager of technology
operations  at  Econotek  Communications,  LLC,  a  competitive  local  exchange
carrier,  which  position he has held since April 1999.  From  December  1995 to
April 1999. Mr. Reynolds owned an information  technology  consulting firm. From
1988 to November  1995,  Mr.  Reynolds  served as director,  of  facilities  and
information  technology and was limited partner of Mabon Nugent,  a fixed income
trading firm.  From 1982 to October 1995, Mr. Reynolds served as senior national
account manager in the brokerage-securities industry with AT&T. Mr. Reynolds has
served as chairman of the Security Industry Association's Telecommunications and
Information Management Committee and has served as a member of that organization
and the Wall  Street  Telecommunications  Committee  since  1989.  Mr.  Reynolds
received his B.B.A. from Manhattan  College and has completed  coursework at the
Massachusetts Institute of Technology.

     Each  director will hold office until the next meeting of  stockholders  or
until his successor is duly  appointed  and  qualified.  Roger  Gladstone is the
brother-in-law  of David M.  Nussbaum,  a director of Firebrand and director and
executive  officer of  EarlyBirdCapital,  a brother of Robert H.  Gladstone,  an
executive  officer and director of GKN  Securities,  and the  brother-in-law  of
Andrew Lockwood, our executive vice  president-business  development and general
counsel. Mr. Lockwood is also the brother-in-law of David M. Nussbaum.

                                       15
<PAGE>

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

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

NASDR Matter

     In August  1997,  GKN  Securities  and certain of its  executive  officers,
senior  managers or former and present  brokers,  including  Roger Gladstone and
David  Greenberg,   reached  settlements  with  the  NASDR  resolving  an  NASDR
investigation  concerning  alleged  excessive  mark-ups  on  warrants  for seven
companies  underwritten  by GKN Securities and for which it made a market during
the period from December 1993 through April 1996.  This  settlement  was entered
into without admitting or denying the NASDR's allegations. Under the settlement,
GKN  Securities  consented  to  sanctions  including  censure,  the  payment  of
restitution,  interest  and  fines of  $1,723,000  and  engaged  an  independent
consultant to review GKN Securities' policies, practices and procedures relating
to the fair  pricing  and  commissions  charged  to  customers  and  related  to
supervisory  and  compliance  policies and structure and agreed to implement the
recommendations of the independent  consultant.  Roger Gladstone  consented to a
censure, a $50,000 fine and a suspension from association in a capacity with any
member of the NASD for 30 days. David Greenberg  consented to a $15,000 fine and
to a suspension from any supervisory position with any member of the NASD for 10
days.

Compliance with Section 16(a) of the Exchange Act

     We believe that all  officers,  directors and 10%  beneficial  shareholders
have filed on a timely basis reports and forms  required  under Section 16(a) of
the Exchange Act, except that Firebrand filed its initial report on Form 3 late.


                                       16
<PAGE>



ITEM 10.  EXECUTIVE COMPENSATION

                           Summary Compensation Table

     The  table  below  sets  forth  the  aggregate  compensation  paid to Roger
Gladstone (our chief executive  officer) and all other  executive  officers that
received  compensation  greater than  $100,000 for the fiscal year ended January
31, 2001.

<TABLE>
<CAPTION>
                                                      Securities     Other
                                                      Underlying    Annual
Name and Principal Position         Salary     Bonus   Options    Compensation
<S>                                  <C>        <C>      <C>          <C>

Roger Gladstone, chief
executive officer                   120,000      --     36,000        (1)
David Greenberg, president          150,000      --     36,000         --
Andrew Lockwood, executive vice
president - business development    120,000      --     36,000         --
Howard Landers, former
executive vice president -
online product development          120,000      --     36,000(2)      --

</TABLE>


(1)  Mr. Gladstone  receives brokerage  commissions  through a dual registration
     arrangement with  EarlyBirdCapital,  another  subsidiary of Firebrand,  our
     parent company.
(2)  Mr. Landers resigned  effective March 2001 and options were cancelled
     pursuant to his employment agreement.

Employment Agreements

     We have entered into automatically  renewing one-year employment agreements
with each of Roger Gladstone,  David Greenberg and Andrew Lockwood.  The term of
each of Mr.  Gladstone's and Mr.  Greenberg's  agreement  commenced on March 15,
2000 and the term of Mr. Lockwood's  agreement commenced on April 11, 2000. Each
employment  agreement is subject to automatic  renewals of one-year terms unless
30 days' prior written  notice of  termination  is given by either  party.  Each
agreement  provides  for the  granting of options to purchase  36,000  shares of
common stock at the per-share offering price of the initial public offering,  or
$9.00 per share. The options vest in equal annual installments over a three-year
period commencing on the one-year anniversary date of the employment agreements.
Each of Mr. Gladstone's and Mr. Lockwood's agreement provides for an annual base
salary of $120,000. Mr. Greenberg's agreement provides for an annual base salary
of $150,000.  Each agreement provides for a bonus as may be awarded by our board
of directors,  in its  discretion.  Options  expire 10 years from date of grant.
Each of the agreements gives the executive the right to terminate his employment
in the event of a change in control of our company,  in which case the executive
will be entitled to immediate  vesting of his options and  continued  payment of
his salary and benefits  through the  expiration of the then current term of his
employment agreement.  Mr. Gladstone and Mr. Lockwood will also be entitled to a
minimum bonus of $120,000, and Mr. Greenberg will be entitled to a minimum bonus
of $150,000, in the event of termination by them because of a change in control.
Each of Mr.  Gladstone's,  Mr.  Lockwood's  and Mr.  Greenberg's  agreement also
contains a prohibition  on competing  with us for one year after  termination of
employment for any reason.  Mr.  Gladstone's  agreement  provides that he devote
substantially  all of his business time to us; each of Mr.  Greenberg's  and Mr.
Lockwood's  agreement  provides  for  full-

                                       17

<PAGE>

time services.  In addition,  our employment  agreement with Howard Landers, our
executive vice president - online product development,  terminated in March 2001
upon his resignation.

                        Option Grants in Last Fiscal Year

     The  following  table sets  forth  information  concerning  grants of stock
options  made  during  fiscal  year ended  January 31, 2001 to each of the named
executive offices below.

<TABLE>
<CAPTION>

Name             # of Securities % of Total Grant Exercise Price Expiration Date
<S>                   <C>             <C>              <C>           <C>

Roger Gladstone     36,000             12             $9.00       March 15, 2010
David Greenberg     36,000             12             $9.00       March 15, 2010
Andrew Lockwood     36,000             12             $9.00       March 15, 2010
Howard Landers*     36,000             12             $9.00       March 15, 2010

</TABLE>


*  As a result of Mr. Lander's resignation the options were cancelled.

               Aggregated Option Exercises in the Last Fiscal Year

     The following table sets forth  information  concerning  unexercised  stock
options held by the named executive  officers listed in the  compensation  table
above as of January 31,  2001.  No stock  options  were  exercised  by the named
executive officers during the period ended January 31, 2001.


<TABLE>
<CAPTION>

                 Number of Unexercised Options   Value of Unexercised in the
                  Held at January 31, 2001     Money Options at January 31, 2001
Name             Exercisable  Unexercisable    Exercisable     Unexercisable
<S>                 <C>            <C>             <C>              <C>

Roger Gladstone    12,000         24,000           -0-              -0-
David Greenberg    12,000         24,000           -0-              -0-
Andrew Lockwood    12,000         24,000           -0-              -0-
Howard Landers*    12,000         24,000           -0-              -0-

</TABLE>


* As a result of Mr. Lander's resignation the options were cancelled.

1999 Performance Equity Plan

     In November 1999, the board of directors adopted, and in December 1999, the
sole  stockholder  approved,   our  1999  Performance  Equity  Plan.  This  plan
authorizes the granting of awards of up to 350,000 shares of common stock to our
key  employees,  officers,  directors and  consultants.  Awards consist of stock
options (both nonqualified  options and options intended to qualify as incentive
stock  options  under  Section  422 of  the  Internal  Revenue  Code  of  1986),
restricted stock awards,  deferred stock awards,  stock appreciation  rights and
other stock-based awards, as described in the plan.

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


                                       18

<PAGE>



     In connection  with  incentive  stock  options,  the exercise price of each
option may not be less than 100% of the fair market value of the common stock on
the date of grant  (or 110% of the fair  market  value of the case of a  grantee
holding more than 10% of our outstanding stock). The aggregate fair market value
of shares for which  incentive  stock options are exercisable for the first time
by an employee  during any calendar year may not exceed  $100,000.  Nonqualified
stock options granted under the plan may be granted at a price determined by the
board of  directors,  not to be less than the fair  market  value of the  common
stock on the date of grant.


                                       19

<PAGE>



ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the beneficial ownership of our common stock
by all stockholders that hold 5% or more of the outstanding shares of our common
stock,  each director and executive  officer.  Each  stockholder  named has sole
voting and investment  power with respect to his or its shares.  This table does
not include options not  exercisable  within 60 days of the date of this report.
As of the date of this report, there are 2,235,000 shares of common stock issued
and outstanding.

<TABLE>
<CAPTION>


NAME AND ADDRESS OR                 NUMBER OF SHARES
 IDENTITY OF GROUP                 BENEFICIALLY OWNED              PERCENTAGE
<S>                                     <C>                           <C>

Firebrand Financial Group, Inc.       1,212,000                       54%
   One State Street Plaza
   New York, New York 10004
Roger N. Gladstone*                      75,000                       3.4%
   433 Plaza Real, Suite 245
   Boca Raton, Florida 33434
David F. Greenberg         *             22,000                    Less than 1%
   2351 East Hallandale Beach Blvd.
   Hallandale, Florida 33998
Andrew W. Lockwood*                      22,000                    Less than 1%
   433 Plaza Real, Suite 245
   Boca Raton, FL  33432
Richard Y. Roberts                       10,000                    Less than 1%
   Thelen Reid & Priest LLP
   701 Pennsylvania Avenue, N.W.
   Washington, DC 20004-2608
James I. Krantz                          10,000                    Less than 1%
   One Executive Boulevard
   Yonkers, New York 10701
John P. Margaritis                       -0-                          -0-
   One State Street Plaza
   New York New York 10004
John P. Reynolds                         10,000                    Less than 1%
   352 Seventh Avenue
   New York New York 10001
All officers and directors as a group   149,000                       6.7%
(7 persons)

</TABLE>


     The beneficial  ownership of Roger Gladstone,  our chief executive officer,
includes  63,000 shares of common stock purchased on the open market and options
to purchase 12,000 shares of common stock.

     The  beneficial  ownership  of David  Greenberg,  our  president  and chief
operating officer,  includes 10,000 shares of common stock purchased on the open
market and options to purchase 12,000 shares of common stock.

     The beneficial ownership of Andrew Lockwood, our executive vice president -
business  development and general counsel includes 10,000 shares of common stock
purchased  on the open market and options to  purchase  12,000  shares of common
stock.

                                       20

<PAGE>

     The beneficial ownership of each of our outside directors, Richard Roberts,
James Krantz and John  Reynolds  includes  options to purchase  10,000 shares of
common stock.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

     In  1996,  in  connection  with  the  purchase  of  Shochet  Securities  by
Firebrand,  Shochet  Securities  entered into a subordinated  loan agreement for
$1,000,000  with  Firebrand.  The loan bears an annual  interest rate of 12% and
total  interest  expense was $30,000 for the fiscal year ended  January 31, 2001
and  $120,000  for the year ended  January  31,  2000.  We used a portion of the
proceeds  of our  initial  public  offering  to repay this loan in full in March
2000.

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

     We formerly had an  intercompany  services  agreement with Firebrand  under
which  Firebrand  and one of its  subsidiaries  provided us with  services on an
as-needed  basis  on  a  cost  reimbursement  basis.  These  services  included:
accounting and bookkeeping;  financial planning;  financial reporting;  internal
audit;  legal;  computer  management;  records  management;  payroll management;
purchasing  assistance;   regulatory  compliance;   marketing;  human  resources
management and compliance;  tax reporting and filing; office services and use of
office  space.  Aggregate  payments  for the year ended  January  31,  2001 were
approximately $38,000. As noted earlier this agreement terminated in March 2000.

                                       21

<PAGE>


ITEM 13. EXHIBITS, LIST, AND REPORTS ON FORM 8-K

   (a) Exhibit No.Description

        1.1       --      Form of Underwriting Agreement*
        2.1       --      Certificate of Incorporation of Shochet Holding Corp.*
        3.2       --      Certificate of Amendment of Shochet Holding Corp.*
        3.2(a)    --      Certificate of Amendment of Shochet Holding Corp.*
        3.3       --      Bylaws of Shochet Holding Corp.*
        3.4       --      Amendment No. 1 to Bylaws of Shochet Holding Corp.*
      10.1        --      1999 Performance Equity Plan*
      10.2        --      Employment Agreement between Shochet Holding Corp.
                          and Roger Gladstone*
      10.3        --      Employment Agreement between Shochet Holding Corp. and
                          David Greenberg*
      10.5        --      Intercompany Services Agreement between Firebrand
                          Financial Group, Inc. and Shochet Holding Corp.*
      10.6        --      Clearing Agreement between Shochet Securities, Inc.
                          and Schroder & Co, Inc.*
      10.7        --      Form of Option Agreement*
      10.8        --      Employment Agreement between Shochet Holding Corp. and
                          Andrew Lockwood**
      21.1        --      Subsidiaries of Shochet Holding Corp.

(b) List and Reports on Form 8-K

         None

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

          *Incorporated by reference to our Registration Statement filed on Form
     SB-2, registration number 333-92307.
          **Incorporated  by reference to our Annual  Report for the fiscal year
     ended January 31, 2000.

                                       22

<PAGE>



                                   SIGNATURES

          Pursuant to the  requirements of Section 13 or 15(d) of the Securities
     Exchange  Act of 1934,  the  registrant  has duly  caused this report to be
     signed on its behalf by the undersigned, thereunto duly authorized.

                                                     Shochet Holding Corp.

                                                     /s/ Roger N. Gladstone
                                                     Roger N. Gladstone
                                                     Chairman of the Board and
                                                     Chief Executive Officer
                                                     (Principal Executive
                                                     Officer)

                                                     Date:     May 16, 2001

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
     this report has been signed below by the following persons on behalf of the
     registrant and in the capacities indicated on May 16, 2001.

/s/ Roger N. Gladstone                               Chairman of the Board and
Roger N. Gladstone                                   Chief Executive Officer
                                                     (Principal Executive
                                                     Officer)

/s/ David F. Greenberg                               President, Director, Chief
David F. Greenberg                                   Operating Officer and
                                                     Principal Accounting
                                                     Officer

/s/ Richard Y. Roberts                               Director
Richard Y. Roberts

/s/ James I. Krantz                                  Director
James I. Krantz

/s/ John P. Margaritis                               Director
John P. Margaritis

/s/ John P. Reynolds                                 Director
John P. Reynolds


<PAGE>


                    SHOCHET HOLDING CORP. AND SUBSIDIARIES

                   Index to Consolidated Financial Statements



                                                                            Page

Independent Auditors' Report..............................................   F-2

Consolidated Statements of Financial Condition
  as of January 31, 2001 and  2000........................................   F-3

Consolidated Statements of Operations for the
  years ended January 31, 2001, 2000 and 1999.............................   F-4

Consolidated Statements of Changes in Stockholders'
  Equity for the years ended January 31, 2001,
    2000 and 1999.........................................................   F-5

Consolidated Statements of Cash Flows for the years
 ended January 31, 2001, 2000 and 1999....................................   F-6

Notes to Consolidated Financial Statements................................   F-7



<PAGE>


                          Independent Auditors' Report


The Board of Directors of Shochet Holding Corp.:


We have audited the accompanying consolidated statements of financial condition
of Shochet Holding Corp. and subsidiaries (the "Company") as of January 31, 2001
and 2000, and the related consolidated statements of operations, changes in
stockholders' equity, and cash flows for each of the years in the three-year
period ended January 31, 2001. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
January 31, 2001 and 2000, and the results of their operations and their cash
flows for each of the years in the three-year period ended January 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.



/s/KPMG

May 14, 2001


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                                          SHOCHET HOLDING CORP. AND SUBSIDIARIES
                                        Consolidated Statements of Financial Condition
                                                 January 31, 2001 and 2000
     Assets                                                                                2001              2000
                                                                                      ---------------   ---------------
<S>                                                                                   <C>                 <C>
Cash and cash equivalents                                                           $      1,894,000           574,000
Securities purchased under agreement to resell                                             3,043,000              --
Receivable from brokers and dealers                                                        1,119,000           407,000
Securities owned, at market value                                                            164,000           190,000
Notes receivable from officers and employees, net                                            339,000              --
Property and equipment, net                                                                  855,000           798,000
Goodwill, net                                                                              1,489,000         1,563,000
Deferred IPO costs, net                                                                         --             301,000
Other assets                                                                                 566,000           742,000
                                                                                      ---------------   ---------------
                  Total assets                                                      $      9,469,000         4,575,000
                                                                                      ===============   ===============
                       Liabilities and Stockholders' Equity
Liabilities:
    Securities sold, not yet purchased, at market value                             $           --              39,000
    Commissions payable                                                                      337,000           240,000
    Payable to FFGI and subsidiaries                                                         477,000           673,000
    Notes payable                                                                            274,000              --
    Accounts payable and accrued expenses                                                    454,000           405,000
    Deferred revenue                                                                       1,146,000              --
                                                                                      ---------------   ---------------
                                                                                           2,688,000         1,357,000
    Liability subordinated to the claims of general creditors                                500,000         1,500,000
                                                                                      ---------------   ---------------
                  Total liabilities                                                        3,188,000         2,857,000
                                                                                      ---------------   ---------------
Stockholders' equity:
    Preferred stock, $0.0001 par value; 1,000,000 shares
       authorized; no shares issued and outstanding                                             --                --
    Common stock, $0.0001 par value; 15,000,000 shares
       authorized; 2,245,000 and 1,200,000 shares issued at 2001 and 2000,
       respectively; and 2,215,000 and 1,200,000 shares outstanding
       at 2001 and 2000, respectively                                                           --                --
    Treasury stock, at cost, 30,000 shares                                                  (122,000)             --
    Loans to officers and employees                                                         (166,000)             --
    Additional paid-in capital                                                            10,196,000         2,270,000
    Accumulated deficit                                                                   (3,627,000)         (552,000)
                                                                                      ---------------   ---------------
                  Total stockholders' equity                                               6,281,000         1,718,000
                                                                                      ---------------   ---------------
                  Total liabilities and stockholders' equity                        $      9,469,000         4,575,000
                                                                                      ===============   ===============
                               See accompanying notes to consolidated financial statements.
                                                          F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                          SHOCHET HOLDING CORP. AND SUBSIDIARIES
                                          Consolidated Statements of Operations
                                   For the years ended January 31, 2001, 2000 and 1999

                                                                        2001              2000              1999
                                                                    ----------------  ----------------  ----------------
<S>                                                                 <C>               <C>               <C>
Revenue:
    Commissions                                                   $       6,215,000         7,268,000         7,127,000
    Interest                                                                985,000           775,000           601,000
    Other                                                                 1,000,000            69,000            25,000
                                                                    ----------------  ----------------  ----------------
                   Total revenue                                          8,200,000         8,112,000         7,753,000
Expenses:
    Compensation and benefits                                             5,776,000         4,525,000         4,224,000
    Brokerage, clearing and exchange fees                                 1,020,000         1,238,000         1,129,000
    Occupancy and equipment                                               1,128,000           698,000           716,000
    Communications                                                          961,000           639,000           660,000
    Management fee                                                           38,000           228,000           228,000
    Business development                                                  1,113,000           265,000           107,000
    Professional fees                                                       266,000           116,000            95,000
    Other                                                                   973,000           654,000           494,000
                                                                    ----------------  ----------------  ----------------
                   Total expenses                                        11,275,000         8,363,000         7,653,000

Income (loss) before income taxes                                        (3,075,000)         (251,000)          100,000
Income tax benefit (provision)                                                 --              40,000           (25,000)
                                                                    ----------------  ----------------  ----------------
Net (loss) income from continuing operations                             (3,075,000)         (211,000)           75,000

Discontinued operations:
    Loss from operations of the discontinued
       On-site Day Trading segment, net of
       income tax benefit of $-0-, $169,000,
       and $132,000, respectively                                              --            (327,000)         (402,000)
                                                                    ----------------  ----------------  ----------------
                   Net loss                                       $      (3,075,000)         (538,000)         (327,000)
                                                                    ================  ================  ================
Per common share:
Weighted average common shares
    outstanding-basic and diluted                                         2,114,000         1,200,000         1,200,000
                                                                    ================  ================  ================
Basic and diluted net loss per share
    continuing operations                                         $           (1.45)            (0.18)             0.06
                                                                    ================  ================  ================
Loss from discontinued operations                                 $            --               (0.27)            (0.33)
                                                                    ================  ================  ================
Net loss                                                          $           (1.45)            (0.45)            (0.27)
                                                                    ================  ================  ================

                               See accompanying notes to consolidated financial statements.
                                                          F-4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                             SHOCHET HOLDING CORP. AND SUBSIDIARIES
                              Consolidated Statements of Changes in Stockholders' Equity
                                   For the years ended January 31, 2001, 2000 and 1999

                                         Common Stock                         Loans to      Additional                    Total
                                  --------------------------    Treasury    officers and     paid-in     Accumulated   stockholders'
                                      Shares        Amount       stock       employees      capital       deficit        equity
                                  --------------  ----------  ------------  ------------  -------------  ------------  -------------
<S>                               <C>             <C>         <C>           <C>           <C>            <C>           <C>
Balance at January 31, 1998           1,200,000   $      --           --             --      1,640,000       313,000      1,953,000
    Capital contributions                  --            --           --             --        630,000            --        630,000
    Net loss                               --            --           --             --             --      (327,000)      (327,000)
                                  --------------  ----------  ------------  ------------  -------------  ------------  -------------
Balance at January 31, 1999           1,200,000   $      --           --             --      2,270,000       (14,000)     2,256,000
    Net loss                               --            --           --             --             --      (538,000)      (538,000)
                                  --------------  ----------  ------------  ------------  -------------  ------------  -------------
Balance at January 31, 2000           1,200,000          --           --             --      2,270,000      (552,000)     1,718,000
    Net proceeds from sale of
       common stock                   1,045,000          --           --             --      7,926,000            --      7,926,000
    Purchase of treasury stock             --            --      (122,000)           --             --            --       (122,000)
    Loans to officers and
       employees for the purchase
       of common stock                     --            --           --       (166,000)            --            --       (166,000)
    Net loss                               --            --           --             --             --    (3,075,000)    (3,075,000)
                                  --------------  ----------  ------------  ------------  -------------  ------------  -------------
Balance at January 31, 2001           2,245,000   $      --      (122,000)     (166,000)    10,196,000    (3,627,000)     6,281,000
                                  ==============  ==========  ============  ============  =============  ============  =============

See accompanying notes to consolidated financial statements.
                                                                F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       SHOCHET HOLDING CORP. AND SUBSIDIARIES
                                        Consolidated Statements of Cash Flows
                                For the years ended January 31, 2001, 2000 and 1999

                                                                              2001            2000           1999
                                                                         ---------------  -------------- --------------
<S>                                                                      <C>              <C>            <C>
Operating activities:
    Net loss                                                           $     (3,075,000)       (538,000)      (327,000)
    Adjustments to reconcile net loss:
       Depreciation and amortization                                            265,000         202,000        212,000
       Deferred taxes                                                              --              --            2,000
Decrease (increase) in operating assets:
    Securities purchased under agreement to resell                           (3,043,000)           --             --
    Receivable from brokers and dealers                                        (712,000)       (109,000)      (298,000)
    Securities owned, at market value                                            26,000         (71,000)        78,000
    Notes receivable from officers and employees                               (339,000)           --             --
    Deferred IPO costs, net                                                     301,000        (301,000)          --
    Other assets                                                                176,000        (355,000)       (94,000)
Increase (decrease) in operating liabilities:
    Securities sold, not yet purchased, at market value                         (39,000)         35,000          4,000
    Commissions payable                                                          97,000         (36,000)       116,000
    Payable to officers and employees                                              --              --          (40,000)
    Payable to FFGI and subsidiaries                                           (196,000)        596,000         47,000
    Accounts payable and accrued expenses                                        49,000          63,000         63,000
    Deferred revenue                                                          1,146,000            --             --
                                                                         ---------------  -------------- --------------
                  Net cash used in operating activities                      (5,344,000)       (514,000)      (237,000)
                                                                         ---------------  -------------- --------------
Investing activities:
    Purchases of property and equipment                                        (248,000)       (280,000)      (414,000)
    Goodwill resulting from acquisition                                            --              --         (158,000)
                                                                         ---------------  -------------- --------------
                  Net cash used in investing activities                        (248,000)       (280,000)      (572,000)
                                                                         ---------------  -------------- --------------
Financing activities:
    Proceeds from loan                                                        1,500,000            --             --
    Repayment of loan                                                        (1,500,000)           --             --
    Proceeds from issuance of notes payable                                     292,000            --             --
    Payments on notes payable                                                   (18,000)           --             --
    (Payments) proceeds from subordinated loan                               (1,000,000)        500,000           --
    Proceeds from sale of common stock                                        7,926,000            --          630,000
    Purchase of treasury stock                                                 (122,000)           --             --
    Loans to officers and employees                                            (166,000)           --             --
                                                                         ---------------  -------------- --------------
                  Net cash provided by financing activities                   6,912,000         500,000        630,000
                                                                         ---------------  -------------- --------------
                  Net (decrease) increase in cash and cash
                     and cash equivalents                                     1,320,000        (294,000)      (179,000)
Cash and cash equivalents at beginning of period                                574,000         868,000      1,047,000
                                                                         ---------------  -------------- --------------
Cash and cash equivalents at end of period                             $      1,894,000         574,000        868,000
                                                                         ===============  ============== ==============
Cash paid for:
    Interest                                                           $          1,000         167,000        100,000
                                                                         ===============  ============== ==============
    Income taxes                                                       $          5,000            --             --
                                                                         ===============  ============== ==============
Supplemental disclosure of noncash
    operating activities:

      Amortization of notes receivable from officers
        and employees                                                  $        18,000             --             --
                                                                         ===============  ============== ==============

See accompanying notes to consolidated financial statements.
                                                          F-6
</TABLE>
<PAGE>

                     SHOCHET HOLDING CORP. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                         January 31, 2001, 2000 and 1999





(1)    Organization

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

       On November 31, 1999, in a corporate reorganization, the Company acquired
       all of the outstanding common stock of Shochet Securities from FFGI in
       exchange for 1,200,000 shares of the Company's common stock. The
       acquisition was accounted for in a manner similar to a pooling of
       interests since both the Company and Shochet Securities were under common
       control.  Accordingly, the financial statements of the Company include
       the combined financial condition, results of operations and cash flows of
       the Company and Shochet Securities. The financial statements also include
       Shochet Investment Adviser Corp. and Shochet Mortgage Corp., the
       Company's other wholly owned subsidiaries.  All significant intercompany
       accounts and transactions are eliminated in consolidation.
       Where appropriate, prior year amounts have been reclassified to conform
       to the current presentation.

       The preparation of financial statements in conformity with accounting
       principles generally accepted in the United States of America requires
       management to make estimates and assumptions that affect the reported
       amounts of assets and liabilities and disclosures of contingent assets
       and liabilities at the date of the consolidated financial statements and
       the reported amounts of revenue and expenses during the reporting period.
       Actual results could differ from those estimates.

(2)    Accumulated Deficit

       Net losses for the year ended January 31, 2001, 2000 and 1999 were
       $3,075,000, $538,000 and $327,000, respectively.  Management has
       initiated certain revenue enhancement and expense reduction measures in
       an effort to reduce or eliminate such losses in the future.  There can be
       no assurance that such measures will be successful.


(3)    Summary of Significant Accounting Policies

       (a)    Cash and Cash Equivalents

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

       (b)    Fair Value of Financial Instruments

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

       (c)    Receivable From Brokers and Dealers

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



                                      F-7                            (Continued)
<PAGE>

                     SHOCHET HOLDING CORP. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                         January 31, 2001, 2000 and 1999



       (d)    Securities Transactions

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

       (e)    Property and Equipment

              Property and equipment is stated at cost, less accumulated
              depreciation and amortization. Depreciation and amortization of
              property and equipment is provided using the straight-line method
              over the estimated useful lives of the assets as follows:

                   Furniture, fixtures and equipment               7 years
                   Computer equipment and purchased software       5 years

              Leasehold improvements are amortized using the straight-line
              method over the estimated useful life of the improvement or the
              lease term, whichever is shorter.

       (f)    Goodwill

              Goodwill represents the excess of the purchase price paid by FFGI
              over the Company's net assets at the November 30, 1995 purchase
              date and the excess purchase price paid by the Company for the
              business of Litwin Securities, Inc. on May 4, 1998. Goodwill is
              being amortized over 25 years on a straight-line basis.

              The Company assesses the recoverability of this intangible asset
              by determining whether the amortization of the goodwill balance
              over its remaining life can be recovered through undiscounted
              future operating cash flows of the acquired operation. The amount
              of goodwill impairment, if any, is measured based on projected
              discounted future operating cash flows using a discount rate
              reflecting the Company's average cost of funds. The assessment of
              the recoverability of goodwill will be impacted if estimated
              future operating cash flows are not achieved.

       (g)    Stock-Based Compensation

              The Company uses the intrinsic value method to account for
              stock-based employee compensation. Under this method, compensation
              cost is recognized for stock option awards only if the quoted
              market price is greater than the amount the employee must pay to
              acquire the stock. Pro forma disclosures required by Statement of
              Financial Accounting Standards No. 123, "Accounting for
              Stock-Based Compensation" ("SFAS 123"), based on the fair
              value-based method are presented in note 12.


                                      F-8                            (Continued)
<PAGE>

                     SHOCHET HOLDING CORP. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                         January 31, 2001, 2000 and 1999



       (h)    Income Taxes

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

       (i)    Accounting for Derivatives Instruments and Hedging Activities

              In June 1998, the Financial Accounting Standards Board issued
              Statement of Financial Accounting Standard No. 133, "Accounting
              for Derivative Instruments and Hedging Activities" ("SFAS No.
              133"), which became effective for fiscal years beginning after
              June 15, 2000. SFAS No. 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 derivative as either assets
              or liabilities in the statement of financial position and measure
              those instruments at fair value. The Company adopted SFAS No. 133
              as of February 1, 2001. The Company does not expect that the
              adoption of SFAS No. 133 will have a material impact on the
              Company's financial position, results of operations or liquidity.

<TABLE>
<CAPTION>
(4)    Property and Equipment

       Property and equipment consists of the following:

                                                                   January 31,        January 31,
                                                                      2001               2000
                                                               ----------------    -----------------
<S>                                                            <C>                 <C>
Leasehold improvements                                     $         550,000              536,000
Furniture and fixtures                                               178,000              178,000
Equipment and purchased software                                     623,000              396,000
                                                               ----------------    -----------------
                                                                   1,351,000            1,110,000
Less: accumulated depreciation and amortization                      496,000              312,000
                                                               ----------------    -----------------

           Property and equipment, net                     $         855,000              798,000
                                                               ================    =================
</TABLE>

(5)    Notes Receivable From Officers and Employees

       Included in notes receivable from officers and employees is $339,000
       which represents advances to certain of the Company's brokers. These
       amounts will be forgiven if certain production thresholds are met or if
       the broker is still employed by the Company at the end of a two year or
       three-year period. The Company is amortizing these advances on a
       straight-line basis over the term of the respective employment agreement.



                                      F-9                            (Continued)
<PAGE>
                     SHOCHET HOLDING CORP. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                         January 31, 2001, 2000 and 1999

(6)    Notes Payable

       During October 2000, the Company entered into a loan agreement with a
       bank. The amount outstanding of $137,000 as of January 31, 2000 is
       secured by equipment, bears interest at 11.75 percent per annum and
       requires monthly interest and principal payments through October 2005.

       During December 2000, the Company entered into a promissory note
       agreement with a former shareholder. As of January 31, 2001, the amount
       outstanding under the note was $137,000. The note requires monthly
       principal payments of $6,000 until December 20, 2002.


(7)    Deferred Revenue

       Deferred revenue is comprised of an advance of $1,250,000 from the
       Company's clearing organization. Under the terms of the clearing
       agreement, effective as of November 30, 2000, the Company must
       exclusively use the Bank of New York Clearing Services LLC for two years
       after execution of the agreement. As per the aforementioned agreement,
       the Company would have to return the $1,250,000 if they were to use
       another clearing firm for its transactions. Since the Company expects to
       comply with the terms of the agreement, the amount received is being
       amortized into income, over its two year term. During 2001, $104,000 has
       been recognized in operations as a reduction of brokerage, clearing and
       exchange fees.


(8)    Related-Party Transactions

       Included in treasury stock are 20,000 shares of the Company's common
       stock with a fair value of $33,000 held by Shochet Securities at January
       31, 2001.

       During December 2000, Shochet Securities entered into note agreements
       with several officers and employees amounting to $166,000 to be used for
       the purchase of the Company's common stock. These advances are classified
       as loans to officers and employees and are reflected as a reduction of
       capital. The notes bear interest at 6 percent per annum and are due
       during December 2002.

       In connection with the purchase of the Company by FFGI, the Company
       entered into a subordinated loan agreement, which qualifies for net
       capital purposes, for $1,000,000 with FFGI. The rate of interest on the
       $1,000,000 loan was 12 percent. This balance was paid in full as of May
       25, 2000. During the year ended January 31, 2000 an additional loan was
       issued by FFGI in the amount of $500,000. The rate of interest on this
       $500,000 loan is 8 percent. The total interest expense included in other
       expenses was $71,000, $154,000 and $137,000 for the years ended January
       31, 2001, 2000 and 1999, respectively.


                                      F-10                           (Continued)
<PAGE>
                     SHOCHET HOLDING CORP. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                         January 31, 2001, 2000 and 1999



       The Company paid a management fee of $38,000, $228,000 and $228,000 to
       GKN Securities Corp. ("GKN Securities"), a wholly owned subsidiary of
       FFGI for the years ended January 31, 2001, 2000 and 1999, respectively.
       Of these amounts $30,000 and $55,000 was paid to GKN Securities Corp. by
       the discontinued on-site day trading segment for the years ended January
       31, 2000 and 1999, respectively.

       Professional fees includes fees for research services provided totaling
       $20,000 and $24,000 for the years ended January 31, 2000 and 1999,
       respectively, and were paid by the Company to Southeast Research
       Partners, Inc., formerly a wholly owned subsidiary of Research Partners
       International, Inc.

       The Company leases office space in Boca Raton on a month to month basis,
       based on a verbal agreement, from GKN Securities.  Lease  payments  made
       to  GKN Securities amounted to $28,000 for fiscal year ended 2001.


(9)    Commitments and Contingencies

       The Company leases office facilities under noncancelable operating
       leases. Certain leases have renewal options and clauses for escalation
       and operating cost adjustments. At January 31, 2001, future minimum
       rental commitments under such leases were as follows:

                                 2002               $             434,000
                                 2003                             409,000
                                 2004                             309,000
                                 2005                             200,000
                                 2006                             132,000
                                 Thereafter                        11,000
                                                          ----------------
                                                    $           1,495,000
                                                          ================

       Total rent expense was $434,000, $419,000 and $434,000 for the years
ended January 31, 2001, 2000 and 1999, respectively.


(10)    Income Taxes
<TABLE>
<CAPTION>
       The (benefit) provision for income taxes relating to continuing
operations is as follows:

                                        January 31,          January 31,          January 31,
                                           2001                2000                  1999
                                      ---------------     ----------------      ---------------
<S>                                  <C>                 <C>                   <C>
      Current:
       Federal                        $           --               40,000              (21,000)
       State and local                            --                   --               (4,000)
                                      ---------------     ----------------      ---------------
                                                  --               40,000              (25,000)
      Deferred:
       Federal                                    --                   --                   --
       State and local                            --                   --                   --
                                      ---------------     ----------------      ---------------
                                                  --                   --                   --
                                      $           --               40,000              (25,000)
                                      ===============     ================      ===============
</TABLE>

                                      F-11                           (Continued)

<PAGE>
                     SHOCHET HOLDING CORP. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                         January 31, 2001, 2000 and 1999

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

       Net deferred taxes at January 31, 2001 and 2000 are comprised as follows:
<TABLE>
<CAPTION>
                                                                          January 31,           January 31,
                                                                             2001                  2000
                                                                        ----------------      ----------------
<S>                                                                     <C>                   <C>
         Gross deferred tax asset:
              Net operating loss carryforward                      $            689,000                    --
              Unearned income                                                   431,000                    --
              Depreciation and amortization                                      47,000                25,000
              Deferred rent                                                      10,000                12,000
              Other                                                               8,000                    --
                                                                        ----------------      ----------------

                    Total gross deferred tax asset                            1,185,000                37,000

                    Less: valuation allowance                                (1,177,000)              (31,000)
                                                                        ----------------      ----------------

                    Net deferred tax asset                                        8,000                 6,000
                                                                        ----------------      ----------------

         Gross deferred tax liability:
              Amortization                                                           --                (6,000)
              Bonus and other                                                    (8,000)                   --
                                                                        ----------------      ----------------

                    Net deferred taxes                             $                 --                    --
                                                                        ================      ================
</TABLE>
       Management believes that the valuation allowance is adequate as timing
       differences will reverse in the carryforward period. The valuation
       allowance at January 31, 2001 was $1,177,000. The valuation allowance
       increased by $1,146,000 for the year due to the uncertainty as to the
       realizability of the deferred tax asset.

       At January 31, 2001, the Company had net operating loss carryforwards for
       federal income tax  purposes  of  approximately  $1,618,000,  which  is
       available to offset future taxable income, if any, through the year 2021.

       The effective tax rates reflected in the consolidated financial
       statements differ from the statutory federal income tax rate as follows:
<TABLE>
<CAPTION>
                                                    January 31,         January 31,        January 31,
                                                        2001               2000               1999
                                                 -----------------   ----------------  ------------------
<S>                                             <C>                 <C>               <C>
        Statutory tax rate                             34.0%               34.0%             34.0%
        Other - permanent differences                 (34.0)              (18.0)             (9.4)
                                                 -----------------   ----------------  ------------------
        Effective tax rate                               --                16.0%             24.6%
                                                 =================   ================  ==================
</TABLE>

                                      F-12                           (Continued)
<PAGE>
                     SHOCHET HOLDING CORP. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                         January 31, 2001, 2000 and 1999



(11)   Employee Benefits

       The Company participates in a defined contribution plan (the "Defined
       Plan") sponsored by FFGI. The Defined Plan covers substantially all of
       the Company's employees meeting certain eligibility requirements. The
       Company makes discretionary matching contributions to the Defined Plan
       annually, which amounted to $30,000, $30,000 and $29,000 for the years
       ended January 31, 2001, 2000 and 1999, respectively.


(12)   Stock Compensation Plans

       FFGI Compensation Plans

       (a)    Employee Incentive Plan

              The Company participates in FFGI's 1991 Employee Incentive Plan
              (the "FFGI Plan"), which provides for the issuance of stock, stock
              options and other stock purchase rights to executive officers,
              other key employees and consultants of FFGI and its subsidiaries.
              FFGI may grant options for up to five million shares of common
              stock under the FFGI Plan. The options may qualify as incentive
              stock options under Section 433 of the Internal Revenue Code of
              1986 (the "Code"), as amended. The exercise price of each option
              granted under the FFGI Plan is determined by FFGI's Board of
              Directors at the time of grant. Under the Code, the exercise price
              of incentive stock options must be at least equal to the fair
              market value of FFGI's stock on the date of grant. The exercise
              price of nonqualified options must be at least equal to 65 percent
              of the fair market value of FFGI's stock on the date of grant. The
              vesting period is at least one year for all grants and incentive
              stock options have maximum terms of 10 years and nonqualified
              options have maximum terms of 13 years.

              At January 31, 2001, there were 369,000 stock options outstanding
              to employees of the Company. Each option has a maximum contractual
              life of 10 years from the date of grant. Each options has an
              exercise price significantly above the market value of the
              underlying stock at January 31, 2001.

       (b)    Stock Award Plan

              The Company participates in FFGI's 1996 Incentive Compensation
              Plan, which provides for a portion of annual incentive awards
              payable to executive management and business unit managers to be
              made in restricted shares of FFGI's common stock. All awards are
              subject to a minimum three-year vesting period. The maximum number
              of shares which may be awarded under the plan is one million. As
              of January 31, 2001, less than 1,000 shares had been awarded to
              employees of the Company. The Company recognized no compensation
              expense for stock awards under this plan.


                                      F-13                           (Continued)
<PAGE>
                     SHOCHET HOLDING CORP. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                         January 31, 2001, 2000 and 1999



       Compensation Plan

       (a)    Stock Option Plan

              The Company adopted a Performance Equity Plan (the "Plan"), which
              provides for the issuance of stock, stock options, appreciation
              rights, stock reload options and other stock-based awards to
              officers, other key employees and consultants of the Company and
              its subsidiaries. The Company may grant options for up to 350,000
              shares of common stock. The options may qualify as incentive stock
              options under Section 422 of the Internal Revenue Code of 1986
              (the "Code"), as amended. Under the code, the exercise price of
              each option granted under the Plan is determined by the Company's
              board of directors at the time of grant. The exercise price for
              incentive stock options must be at least equal to the fair market
              value of the Company's stock on the date of grant. The vesting
              period is at least one year for all grants.

              At January 31, 2001, there were 234,000 stock options outstanding.
              Each option has a maximum contractual life of 10 years from the
              date of grant. All options commence vesting on the one-year
              anniversary date of grant and vest in three annual, equal
              installments. Each options has an exercise price above the market
              value of the underlying stock at January 31, 2001.

              The Company has adopted the disclosure-only provisions of SFAS
              123. Accordingly, no compensation cost has been recognized for
              stock options granted under the Plan. Had compensation cost for
              the Plan been determined based on the fair value at the grant
              dates for stock option awards under the Plan consistent with the
              method of SFAS 123, the Company would have recorded an additional
              compensation expense for the year ended January 31, 2001 of
              $308,000.

       (b)    Non-employee Stock Compensation

              During the year ended January 31, 2001, the Company granted 50,000
              stock options to the Company's spokesman. The fair value of the
              options, was estimated to be $87,500 on the date of grant using
              the Black-Scholes option-pricing model with the following
              assumptions: dividend yield of 0 percent, expected volatility of
              169 percent, risk-free interest rate of 6.42 percent, and expected
              life of five years. The Company will record the fair value of
              these options as an expense on October 24, 2001, the vesting date.



(13)   Earnings Per Common Shares

       In March 1997, the FASB issued SFAS No. 128, "Earnings per Share" ("SFAS
       128"). This statement changes the calculation and presentation of EPS.
       The new presentation consists of basic EPS, which includes no dilution
       and is computed by dividing net income by the weighted-average number of
       common shares outstanding for the period, and diluted EPS, which is
       similar to the previously disclosed fully diluted EPS. SFAS 128 will
       result in basic EPS results higher than EPS as calculated under the
       previous method. All earnings per share amounts for all periods have been
       presented, and where


                                      F-14                           (Continued)
<PAGE>
                     SHOCHET HOLDING CORP. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                         January 31, 2001, 2000 and 1999


       appropriate, restated to conform to the SFAS 128 requirements. The
       following table sets forth the computation of basic and diluted EPS:

<TABLE>
<CAPTION>
                                                             January 31,         January 31,        January 31,
                                                                 2001               2000                1999
                                                            ---------------    ----------------    ---------------
<S>                                                         <C>                <C>                 <C>
       Numerator for basic and diluted EPS:
            Income (loss) from continuing
              operations                                $       (3,075,000)           (211,000)            75,000
            Loss from discontinued operations                           --            (327,000)          (402,000)
                                                            ---------------    ----------------    ---------------

            Net loss                                    $       (3,075,000)           (538,000)          (327,000)
                                                            ===============    ================    ===============

       Denominator for basic EPS                                 2,114,000           1,200,000          1,200,000
                                                            ===============    ================    ===============


       Denominator for diluted EPS                               2,114,000           1,200,000          1,200,000
                                                            ===============    ================    ===============

       Basic ESP from:
            Income from continuing operations           $            (1.45)               0.18                0.06
                                                            ---------------    ----------------    ----------------

            Loss from discontinued operations           $               --               (0.27)              (0.33)
                                                            ===============    ================    ================

            Net loss                                    $            (1.45)              (0.45)              (0.27)
                                                            ===============    ================    ================

       Diluted EPS from:
            Income from continuing operations           $            (1.45)               0.18                0.06
                                                            ===============    ================    ================

            Loss from discontinued operations           $               --               (0.27)              (0.33)
                                                            ===============    ================    ================

            Net loss                                    $            (1.45)              (0.45)              (0.27)
                                                            ===============    ================    ================
</TABLE>
(14)   Concentration of Credit Risk and Off-Balance Sheet Risk

       In the normal course of business, the Company's broker-dealer subsidiary
       executes securities transactions on behalf of customers through a
       clearing broker. The execution of these transactions includes the
       purchase and sale of securities, including the sale of securities not
       currently owned. The Company is required to reimburse it's clearing
       broker for amounts due from its customers to the clearing broker,
       including unsecured debits resulting from the excess of customers' margin
       loans in excess of the market value of their securities owned, which are
       not paid in a timely manner. These activities expose the Company to
       off-balance sheet risk in the event that customers fail to fulfill their
       contractual obligations and margin requirements are not sufficient to
       fully cover losses. Should a customer fail to deliver cash or securities
       as agreed, the Company may be required to pay its clearing broker for its
       customers obligations. The Company limits its risk by requiring customers
       to maintain margin collateral that is in compliance with regulatory and
       internal guidelines and by performing credit reviews when establishing
       customer relationships.


                                      F-15                           (Continued)
<PAGE>
                     SHOCHET HOLDING CORP. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                         January 31, 2001, 2000 and 1999

(15)   Net Capital Requirements

       Shochet Securities, the Company's wholly-owned subsidiary, is a
       registered broker-dealer with the SEC and a member firm of the NASD and,
       as such, is subject to the SEC's Uniform Net Capital Rule (SEC rule
       15c3-1), which requires the maintenance of minimum net capital. Shochet
       Securities computes net capital using the aggregate indebtedness method,
       permitted by the net capital rule, which requires that the ratio of
       aggregate indebtedness to net capital, both as defined, shall not exceed
       15 to 1. At January 31, 2001, Shochet Securities had net capital of
       $327,000, which was $168,000 in excess of its net capital requirement of
       $159,000. Shochet Securities' ratio of aggregate indebtedness to net
       capital was 7.29 to 1.


(16)   Discontinued Operations

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

                                               January 31,         January 31,
                                                  2000                1999
                                            ----------------    ----------------

  Loss from discontinued operations      $         (496,000)           (534,000)
   Income tax benefit                               169,000             132,000
                                            ----------------    ----------------

  Net loss from discontinued operations  $         (327,000)           (402,000)
                                            ================    ================


(17)   Litigation

       In August 1999 Shochet Securities was found jointly and severally liable
       with respect to an arbitration claim by a former customer against Shochet
       Securities, a current employee and a former employee regarding
       unauthorized execution of transactions in the former customer's account
       and improper disbursements from the account during the period from June
       1995 through November 1996. The former customer was awarded approximately
       $211,000 in compensatory and punitive damages, interest and costs. In
       November 1999, Shochet Securities agreed to pay $200,000 to settle the
       former customer's claim for attorney's fees. FFGI paid an aggregate of
       $411,000 on behalf of Shochet Securities.


                                      F-16                           (Continued)
<PAGE>
                     SHOCHET HOLDING CORP. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                         January 31, 2001, 2000 and 1999

       Shochet Securities is also involved in various other legal proceedings
       arising from its securities activities. Management believes that
       resolution of these proceedings will have no material adverse effect on
       either the consolidated or Shochet Securities' financial position or
       results of operations.

                                      F-17