<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark One)

(X)      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2000

                                       OR

( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

Commission File No. 0-27720

                       INSTITUTIONAL EQUITY HOLDINGS, INC.
                        (FORMERLY KNOWN AS EUROMED, INC.)
                 (Name of Small Business Issuer in its charter)

<TABLE>
<S>                                                                 <C>
                         Nevada                                               88-031770
                  ----------------------                            ---------------------------------
                 (State of incorporation)                           (IRS Employer Identification No.)

                    P. O. Box 31
                 Bulverde, Texas 78163                                           78163
         --------------------------------------                                 --------
         (Address of Principal Executive Office)                                Zip Code
</TABLE>

Registrant's telephone number, including Area Code: (210) 481-7804

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

Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                                (Title of Class)

Check 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 past 12
months (or for such shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days.

                                    X
                                   ---   --
                                   YES   NO

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of the 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. [X]

The Company's revenues for the most recent fiscal year were $1,169,992.

The aggregate market value of the voting stock held by non-affiliates of the
Company on April 16, 2001, was $569,380.00.

As of April 16, 2001 the Company had 4,166,000 issued and outstanding shares of
common stock.

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<PAGE>   2



ITEM 1. DESCRIPTION OF BUSINESS

GENERAL.

         Business Swiss Nassau Corporation was incorporated on May 17, 1994 in
the State of Nevada, with 1,000 shares of authorized common stock with no par
value. On June 15,1994, all authorized shares of common stock of Swiss Nassau
Corporation were issued. On October 20, 1995, Swiss Nassau Corporation changed
its name into EuroMed, Inc. and increased its authorized shares to 20,000,000
shares of common stock with a new par value of $0.01 per share, and 5,000,000
preferred shares with a par value of $0.01 per share. On October 20, 1995,
EuroMed, Inc. effected a 150 for 1 stock split of its common stock. On April 23,
1999, EuroMed, Inc. changed its name to Institutional Equity Holdings, Inc. (the
"Company" or "IEH").

         IEH is a holding company whose assets consist general of the shares of
common stock of its two subsidiaries, Institutional Equities Corporation
("Equities") and First Atlanta Securities, LLC ("FAS"). IEH's business has
changed dramatically since its last report, largely for the worse. Specifically
and as more particularly described below, Equities has ceased conducting
business mainly because Equities owes the Internal Revenue Service ("IRS") more
than $300,000 for employee with holding taxes and its license with the National
Association of Securities Dealers has been revoked for failure to comply with an
arbitration award against Equities. In addition, since its last annual report,
we acquired all of the outstanding common stock of FAS. However, because of
problems caused by a FAS former employee, as more particularly described below,
FAS is below its minimum net capital requirements imposed by the NASD and is
currently unable to conduct business.

         As previously reported on Form 8-K, our management has changed
significantly December 2000. Our current directors and officers were not
involved in the day to day management of IEH prior to December, 2000, and are
only now determining the extent and nature of the activities of our former
management and their effects on our financial well being. As a result, our
management expects that as they become more familiar with the claims against us,
we may be required to file additional reports, either on Form 8-K or through the
amendment of this annual filing. As a result, undue reliance should not be
placed on this report when making the decision whether or not to buy or sell our
stock.

HISTORY OF IEH.

         The following information is provided by way of background; however, as
described herein, our business has recently changed almost completely.

         In November 1995, we began acquiring pharmaceutical companies operating
exclusively in Europe. We completed various acquisitions through issuance of our
common stock but relating to the pricing of pharmaceuticals in Europe were
changed and as a result the operations of the pharmaceutical companies owned by
the Company were severely impacted, resulting in significant operating losses
and the temporary cessation of our business.

         We had no business activities in the calendar year of 1998, except that
on November 6, 1998 our Board of Directors approved and executed an "Agreement
and Plan of Reorganization" by and among us, Equities (formerly known as
Redstone Acquisition Corp.) and Redstone

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Securities, Inc. ("Redstone"), a licensed broker and dealer of securities.
Pursuant to this agreement, effective February 16, 1999, Redstone was merged
into the newly organized subsidiary, Equity. We issued 600,000 shares of our
common stock to the three principals of Redstone, Thomas Laundrie, Gary Prucell,
and Richard Belz (collectively referred to as the "Redstone Shareholders") and
were obligated to issue additional shares of our common stock upon various
events occurring.

         The Redstone Shareholders agreed to terminate their relationship with
us in February 2000, subject to certain compensation payments, to forgo the
collection of the Company's subordinate notes due the Redstone Shareholders, to
assume an investment in a certain security at its book value and to modify the
number of shares of the Company's common stock from 1,100,000 to 500,000 shares
of fully vested common stock. The Company has a right to repurchase these shares
of its common stock.

         Our company is a holding company whose subsidiaries are Equity and FAS.
Although not currently operating, FAS is intended to be a full service brokerage
firm engaged in the purchase and sale of securities from and to the public and
for its own account and investment banking activities. We operate in one
industry segment, the financial services industry. At December 31, 2000, Equity
had no employees and FAS employed 3 brokers registered with the NASD. FAS also
employed a support staff of 2 persons in its headquarters in Atlanta, Georgia.
The Company's headquarters are located at P. O. Box 31, Bulverde, Texas, 78163
and our telephone number is (210) 481-7804

PRINCIPAL PRODUCTS, SERVICES AND MARKETS

         Virtually all of our business will now be carried on through FAS. FAS
is involved in the purchase and sale of most investment securities but is not
involved in commodities or futures. Three broad categories of securities
activities contribute to revenues of FAS: general securities (or retail),
trading and market making (or wholesale) and corporate finance/investment
banking. FAS also receives revenues from gains and losses in investment
accounts, from the exercise of underwriter warrants received in connection with
its corporate finance activities, and from other sources.

         GENERAL SECURITIES. As a securities broker, FAS acts as agent for its
customers in the purchase and sale of common and preferred stocks, options and
debt securities traded on securities exchanges or in the over-the-counter
("OTC") market. A major portion of its revenues is derived from commissions from
customers on these transactions. In the OTC market, transactions with customers
in securities not listed on an exchange may be effected as principal, rather
than agent, primarily where FAS is a market maker in that security. Customer
transactions in securities are effected either on a cash or margin basis.

         Pursuant to an agreement between FAS and Pershing Division ("Pershing")
of Donaldson, Lufkin & Jenrette Securities Corporation, Pershing carries all of
FAS's customer securities accounts and performs the following services: (1)
preparation and mailing of monthly statements to FAS customers; (2) settlement
of contracts and transactions in securities between FAS and other broker-dealers
and between FAS and its customers; (3) custody and safe-keeping of securities
and cash, the handling of margin accounts, dividends, exchanges, rights
offerings and tender offers; and (4) the execution of customer orders placed on
an exchange. FAS determines the amount of

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commission to be charged to its customers on agency transactions and the price
of securities purchased or sold in principal transactions. Pershing receives
compensation based on the size of the transaction, subject to certain minimum
and maximum amounts. The agreements between FAS and Pershing may be canceled by
either party upon 60 days written notice, which period may be reduced in certain
events. In the event of a liability arising from a bad debt from a customer, FAS
is required to indemnify Pershing against any loss. This potential liability is
uninsured.

         TRADING AND MARKET MAKING. In addition to executing trades as an agent,
FAS regularly acts as a principal in executing trades. The level of positions
carried in FAS's trading and investment accounts fluctuates significantly. The
size of the securities positions at any date may not be representative of FAS's
exposure on any other date, because the security positions vary substantially
depending upon economic and market conditions, the allocation of capital among
types of inventories, underwriting commitments, customer demands and trading
volume. The aggregate value of inventories that FAS may carry is limited by
certain requirements under the SEC's net capital rules.

         FAS's market making activities are conducted both with other dealers in
the "wholesale market" and with FAS's customers. Transactions with customers are
effected as principal at a net price equal to the current inter-dealer price
plus or minus the approximate equivalent of a brokerage commission. Securities
are purchased primarily to provide an inventory for customers who wish to buy,
and short sales are likewise made primarily to serve customers. FAS's
transactions as principal expose FAS to risk because securities positions are
subject to fluctuations in market value and liquidity. Profits or losses on
trading and investment positions depend upon the skills of the employees in
FAS's trading department and employees responsible for taking investment
positions.

         REGULATION. FAS is registered with the SEC as a broker-dealer under the
Securities Exchange Act of 1934; FAS is also registered as a broker-dealer under
laws of 35 states. FAS is a member of the NASD.

         The securities business is subject to extensive regulation under
federal and state laws. The principal purpose of regulation and discipline of
broker-dealers is the protection of customers and the securities markets rather
than protection of creditors and stockholders of broker-dealers. The SEC is the
federal agency charged with administration of the federal securities laws. Much
of the regulation of broker-dealers, however, has been delegated to
self-regulatory organizations, principally the NASD. These self-regulatory
organizations adopt rules (subject to approval by the SEC), which govern the
industry and conduct periodic examinations of member broker-dealers. Securities
firms are also subject to regulation and examination by state securities
commissions in the states in which they are registered.

         The regulations to which broker-dealers are subject cover all aspects
of the securities business, including sales methods, trading practices among
broker-dealers, 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 by self-regulatory bodies or changes in the
interpretation or enforcement of existing laws and rules often affect directly
the method of operation and profitability of broker-dealers. The SEC, NASD and
state regulatory authorities may conduct administrative proceedings, which can
result in censure, fine, suspension or expulsion of a broker-dealer, its
officers or employees.

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         NET CAPITAL REQUIREMENTS. Equity and FAS are required to maintain
minimum "net capital" under the SEC's net capital rules. As of April, 2001, and
as a result of FAS being required to replace funds taken from a customers
account as described in "Legal Proceedings" below, FAS was beneath its net
capital requirements and unable to presently conduct business. Equity is also
under its net capital requirements and cannot conduct business. Although we hope
to fix FAS's net capital problems in the near future, we do not anticipate doing
so for Equity, making our investment in Equity worthless.

         COMPETITION. All aspects of FAS's business are highly competitive. In
its general brokerage activities, FAS competes directly with numerous other
broker-dealers, many of which are large well known firms with substantially
greater financial and personnel resources than FAS. Many of FAS's competitors
employ extensive advertising and actively solicit potential clients in order to
increase business. In addition, brokerage firms compete by furnishing investment
research publications to existing clients, the quality and breadth of which are
considered important in the development of new business and the retention of
existing clients. FAS also competes with a number of smaller regional brokerage
firms.

         Some commercial banks and thrift institutions offer securities
brokerage services. Many commercial banks offer a variety of investment banking
services. Competition among financial services firms also exists for investment
representatives and other personnel.

         The securities industry has become considerably more concentrated and
more competitive over the last decade, as numerous securities firms have either
ceased operations or have been acquired by or merged into other firms. This
trend has been particularly pronounced among firms similar in size and business
mix to FAS. In addition, companies not engaged primarily in the securities
business, but with substantial financial resources, have acquired leading
securities firms. These developments have increased competition from firms with
greater capital resources than those of the Company. Various legislative and
regulatory developments have tended to increase competition within the industry
or reduced profits for the industry. In particular, various recent developments
have tended to increase competition from commercial banks.

         In its investment banking activities, FAS competes with other brokerage
firms, venture capital firms, banks and all other sources of capital for small,
growing companies. Large national and regional investment banking firms
occasionally manage offerings of a size that is competitive with FAS, typically
for fees and compensation less than that charged by FAS. When the market for
initial public offerings is active, many small regional firms that do not
typically engage in investment banking activities also begin to compete with
FAS.

         EMPLOYEES. At December 31, 2000, FAS had 5 employees, of whom 2 were
support staff and 3 were involved in brokerage activities and compensated on a
commission and/or salary basis.

ITEM 2. DESCRIPTION OF PROPERTIES

         Our assets consist primarily of our ownership of the stock of Equity
and FAS, together with nominal amounts of current assets, furniture and
equipment.



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TEM 3. LEGAL PROCEEDINGS.

INSTITUTIONAL EQUITY CORPORATION

         INTERNAL REVENUE SERVICE. Our new management has determined that
employee taxes withheld for the fourth quarter of 1999 were not properly
remitted to the IRS with the result that Equity owes the IRS at least
$380,000.00. We expect to use any unencumbered assets of Equity to pay as much
of this IRS indebtedness as possible but we believe the net assets of Equity
will be less than the amount owed to the IRS. Additionally, because Equity has
ceased operations, we have no plan by which the remaining indebtedness to the
IRS will be liquidated. Some of our former officers may have personal liability
for the payment of these taxes, but there can be no assurance that the IRS will
not pursue its remedies against Equity or our company.

         MICHAELIS DEVELOPMENT. An NASD arbitration proceeding, being Case No.
99-03104, styled Michaelis Development, LLP, et al versus Redstone Securities,
Inc., et al resulted in an award against Equity in the amount of $141, 720.00
for damages and $7,037.50 in administrative costs. A settlement agreement was
entered into between Equity and the claimants, but Equity failed to comply with
the settlement agreement. As a result, Equity and the other respondents in the
arbitration proceeding remain obligated to pay the above described amounts. In
addition, because of the failure of Equity to comply with the settlement
agreement and the arbitration award, the NASD has revoked Equity's license to
conduct business as a member of the NASD. Since this revocation of its license,
Equity has not conducted any further business, and we do not have any plans to
conduct business through Equity in the future.

         TRUCKLOAD. By letter dated March 1, 2001, Equity and FAS received
notice that Truckload USA, Inc. ("Truckload"), asserted various claims against
Equity, Robert Schuey, and Michael Mosley arising from the retention of Equity
to serve as a private placement agent in a proposed private offering of
Truckload securities. Truckload's attorneys have alleged the loss of a
$15,000.00 deposit; legal expenses in connection with the offering; printing
expenses of $17,000.00 for the private placement memorandum; and damages caused
by the delay in Truckload's efforts to raise money due to its reliance upon
Equity. Because Equity has stopped conducting business, Equity has not formally
responded to the claim made by Truckload. Our current management is not familiar
enough with the facts of this transaction to be able to presently determine the
manner in which Equity or our company will respond to these allegations.

         GENERAL. Prior to December, 2000, Equity was actively involved in the
securities industry, but our current management did not participate on a
day-to-day basis in the business affairs of Equity. As a result, our current
management is not aware of all of the claims that may be made against Equity by
former customers, investors, or vendors. Equity has received numerous telephone
calls and letters from various vendors threatening lawsuits in the event they
are not paid. To the best of our knowledge, no other entity has filed suit
against Equity, but we believe many of such lawsuits are possible. In addition,
we are not currently able to determine the maximum amount of exposure to which
Equity may be subjected but we suspect that this amount is large. As stated
previously, because Equity does not have enough assets to pay the IRS, let alone
take care of other creditors, our investment in Equity is now worthless and may
even cause additional exposure to our company.



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<PAGE>   7



FIRST ATLANTA

         TRUCKLOAD DISPUTE. The letter dated March 1, 2001, from Truckload, more
particularly described above, is also directed to First Atlanta Security
Corporation. Your attention is directed to the discussion above concerning the
particulars of Truckload's demand. Although our management is not aware of any
contractual relationship between FAS and Truckload, Truckload still has made
demand upon FAS for the amounts due by Equity.

         KELLER/STEINKIRCHNER DISPUTE. FAS has been notified by counsel for John
Keller and Jim Steinkirchner, two former employees of FAS, that Messrs. Keller
and Steinkirchner are alleging various amounts are due to them from FAS.
However, FAS alleges that Messrs. Keller and Steinkirchner left FAS in such a
manner as to cause damages to FAS. This dispute is still pending, but no
lawsuits have been filed either by or against FAS. Due to the uncertain nature
of the allegations made by both parties, we are unable to presently determine
the amounts that might be paid to FAS or the amounts FAS made be required to pay
to Messrs. Keller and Steinkirchner, although Mr. Keller has alleged damages in
excess of $600,000.00.

         MIKE PRICE. FAS determined in April, 2001, that Mike Price, an employee
of FAS, had purchased shares of stock of a company using funds out of another
customer's account, to which account Mr. Price did not have authorization. Upon
discovering Mr. Price's actions, FAS immediately terminated Mr. Price's
employment, notified the customers whose funds had been used and the NASD of Mr.
Price's actions. FAS has also attempted to freeze the seller's accounts into
which the proceeds from this transaction were deposited. Because FAS was
required to restore funds to the customer's account, FAS is currently under its
minimum net capital requirements and has temporarily ceased doing business.
FAS's Management is aggressively pursuing its remedies and expects to take such
steps as are necessary to recover all sums paid out by FAS as a result of Mr.
Price's actions. However, until this minimum net capitalization requirement is
rectified, FAS is unable to conduct business or generate revenue in any manner.

         GENERAL. FAS has received notices, either via telephone or in writing,
of disputes from former employees alleging amounts due by FAS to such employees.
Because of the uncertain nature of these claims, FAS is unable to assign a
financial number to the amount of losses it may suffer to former clients,
employees, or vendors but such amount may be significant.

INSTITUTIONAL EQUITY HOLDINGS, INC.

         OFFICE LEASE. Holdings entered into an office lease for our former
office in Premier Place in Dallas, Texas. As a result of the cessation of
business by Equity, at that time representing 100% of the source of revenue for
our company, we stopped making payments on the lease. The landlord of our lease
locked us out of the space and have refused to allow us to access the space. Our
management is currently actively attempting to locate a subtenant to place into
the space so that our liability associated with the lease will terminated or at
least be mitigated. However, we have not as yet been able to locate a tenant and
there can be no assurance that we will be able to locate a tenant that is
acceptable to our landlord. Because of these problems with our landlord, we have
moved our corporate offices to Bulverde, Texas.

         REITSMA AND WERTHEIM EN PARTNERS, B.V. On February 9, 2000, a judgment
was obtained by Reitsma and Wertheim En Partners, B.V. ("Reitsma") against our
company in the amount of

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NLG 144,067.80, plus costs in the amount of NLG 4,856.95. We have been notified
that Reitsma is attempting to enforce this foreign judgment and has instituted a
lawsuit in the district court of Dallas County, Texas, seeking enforcement of
this foreign judgment. We intend to vigorously defend against this collection
effort. However, because a judgment was apparently rendered against our company
in Amsterdam, we are not able to presently determine our likelihood of success
in defending against this action.

         JACKSON WALKER. Jackson Walker, LLP, has filed a lawsuit against our
company in Dallas, Texas, alleging that we owe $61,099.22 to Jackson Walker for
legal services rendered. Because the work conducted by Jackson Walker, if any,
was work conducted prior to our current management's involvement with the
day-to-day operations of our company, we are presently unable to determine the
likelihood of success in defending against the Jackson Walker lawsuit. The
maximum amount to which Jackson Walker could be entitled would be the entire
$61,099.22 amount, together with interest, court costs, and attorneys fees.

         DEBENTURE HOLDERS. We have been notified by counsel to holders of
various debentures issued by our company that such holders believe that we are
in default with respect to obligations under the debentures and that we should
pay such holders $600,000.00 in principal plus $60,000.00 in accrued interest.
Our management is evaluating the terms and conditions of the debentures and are
currently evaluating the options available to the company. Because this dispute
has only recently been made against our company, we are currently unable to
determine the total amount of damages to which we made be exposed by virtue of
this claim.

         GENERAL. Because Holdings primary assets are its stock ownership in
Equity and FAS and because both FAS and Equity are no longer currently
conducting business, we have no current ability to generate revenue to pay any
of our creditors. Although we are evaluating strategies by which FAS may return
to business, there is no assurance that we will ever be able to generate revenue
sufficient to pay all of our vendors, creditors, employees, or investors. As a
result, our ability to continue as a going concern is uncertain.

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

         Not Applicable



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

         The Company's common stock trades in the over-the-counter market. The
Company's stock has not been actively traded. The Company's stock is quoted on
the NASDAQ SmallCap Market under the symbol "IEQC" ("EMED" until the Company's
name change in April 2000). Before this time, March 19, 1996 to December 30,
1996, the stock was traded on the NASDAQ National market under the symbol
"EMED."


<TABLE>
<CAPTION>
Quarter                                           Low Bid               High Bid
<S>                                              <C>                    <C>
1st Quarter                                       $ 0.75                $ 5.125
2nd Quarter                                       $ 0.625               $ 2.75
3rd Quarter                                       $ 0.75                $ 1.75
4th Quarter                                       $ 0.08                $ 0.75
</TABLE>

         The above information was obtained from the NASD. Because these are
over-the-counter market quotations, these quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commissions and may not represent
actual transactions.

         On May 8, 2000, the Company had 48 stockholders of record of its common
stock and 4,166,000 shares outstanding.

COMMON STOCK

         The Company is authorized to issue 20,000,000 shares of common stock
(the "Common Stock"). Holders of Common Stock are entitled to cast one vote for
each share held of record of all matters presented to shareholders. Cumulative
voting is not allowed, which allows the holders of a majority of the outstanding
Common Stock to elect all directors.

         Holders of Common Stock are entitled to receive such dividends as may
be declared by the Board of Directors out of funds legally available for the
payment of dividends and, in the event of liquidation, to share pro rata in any
distribution of the Company's assets after payment of liabilities. The Company
has never declared a dividend and it is not anticipated that dividends will be
paid in the foreseeable future.

         Holders of Common Stock do not have preemptive rights to subscribe to
additional shares issued by the Company. All of the outstanding shares of Common
Stock are fully paid and non- assessable.

PREFERRED STOCK

         The Company is authorized to issue up to 5,000,000 shares of preferred
stock. The Company's Articles of Incorporation provide that the Board of
Directors has the authority to issue the Preferred Stock from time to time, with
such designations, preferences, conversion rights,

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cumulative, relative, participating, optional or other rights, qualifications,
limitations, or restrictions thereof as they determine, within the limitations
provided by Nevada statute.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

         The following discussion has been derived from the audited consolidated
financial statements of the Company. This discussion should be read in
conjunction with the consolidated financial statements and notes thereto
included elsewhere in this report.

DISCONTINUED OPERATIONS

Institutional Equity Corporation, a full service broker house and wholly-owned
subsidiary of the Company ceased operations during December 2000 due to
continued operating losses. As a result of the cessation of its operations,
Equity's result of operations for the two years ended December 31, 2000 have
been shown as discontinued operations.

RESULT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

         Revenues for the year ended December 31, 2000, increased $1,121,197
over the year ended December 31, 1999. The increase in revenue is attributable
to the acquisition of First Atlanta Securities, LLC ("FAS") effective August 18,
2000.

         Expenses for the year ended December 31, 2000 decreased 10.5% to
$2,290,482 as compared to $2,560,442 for the year ended December 31, 1999. This
decrease is primarily attributable to a decrease in interest expense due to a
one time interest charge in 1999 of $571,406 on the Restricted Investment Loan.
This decrease was partially off set by expenses of FAS.

         Equity has had its license with the NASD revoked and is no longer
legally entitled to conduct business with no plan in place to remedy this
situation. FAS is currently under its net capital requirements and is not
allowed to conduct any business until this problem is rectified. Although we are
currently pursuing steps that would provide sufficient capital to allow FAS to
resume operations, there can be no assurance such plans will be effective. As a
result, and unless FAS's net capital problems are fixed, our ability to continue
as a going concern is in jeopardy.

ITEM 7. FINANCIAL STATEMENTS

         See the financial statements attached to this report.

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

         Not applicable.



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ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

         Elbert G. Tindell, Chairman of the Board of Directors and Chief
Executive Officer, has served as Chairman of the Board of the Company since
October 15, 1997. Mr. Tindell is involved in the management and direction of
public and private Companies in the United States, Asia Pacific, and Europe,
specializing in the re-engineering of corporate environments through
implementing capital restructuring and planning strategies. Prior to graduating
from the University of North Texas, Mr. Tindell served in the United States
Marine Corps from January 1967 to December 1970.

         William J. Rapaglia, President, Secretary and Director, has been a
director of Institutional Equity Holdings, Inc. since June of 1999. Mr. Rapaglia
has over 20 years experience in real estate acquisitions, construction and
development. His experience has ranged from construction management, financing,
syndication's, marketing, and promotion of projects. Mr. Rapaglia is chairman
and CEO of a private management company where their focus is on corporate
finance, corporate financial planning, private placements, marketing and
promotion of public and private companies. Mr. Rapaglia served in the United
States Marine Corps from 1965 to 1969 and attended Arizona State University and
the University of Tubingen in West Germany.

         Directors are elected at each annual general meeting and serve until
their successors have been elected. Officers are appointed by the board of
directors and serve at the pleasure of the board.

ITEM 10. EXECUTIVE COMPENSATION

         The following table on discloses all compensation received by the
Company's Executive Officers during the three years ending December 31, 2000.


<TABLE>
<CAPTION>
                                                                Bonus and           Other
Name/Title                       Year            Salary         Commissions     Compensation
-----------------------       ----------       ----------       -----------     ------------

<S>                           <C>              <C>              <C>             <C>
Elbert Eugene Tindell,              2000       $    9,000                       $   24,000
CEO & Chairman

Bill Rapaglia,                      2000       $    6,000                       $   24,000
President & Secretary

Robert A. Shuey,                    2000       $   62,500       $  248,000
President &                         1999                0       $  318,500      $   36,548
Chief Executive Officer             1998       $   46,350                0               0

Anthony F. Vaccaro,                 2000       $   50,699
Director & Secretary                1999       $   74,359       $   40,000       $    5,218
                                    1998                0                0                0

Joseph C. Crouch,                   2000       $   69,500
Vice President                      1999       $  109,077                0       $    5,302
                                    1998                0                0                0

Michael Vinez,                      2000       $   70,500                0                0
Chief Financial Officer
</TABLE>


                                       11

<PAGE>   12





ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table shows the ownership of the Company's common stock
by the Company's officers and directors and by those persons known by the
Company to be the beneficial owners of more than 5% of the Company's common
stock as of April 16, 2001. Unless otherwise indicated all shares are owned of
record.

<TABLE>
<CAPTION>
Name of Beneficial Owner                                Amount and Nature of Beneficial Ownership
------------------------                                -----------------------------------------

<S>                                                     <C>
Tindell Family Limited Partnership                      525,000
P. O. Box 31
Bulverde, Texas 75163

Cecil Jones                                              50,000
P. O. Box 31
Bulverde, Texas 75163

French Jones                                             50,000
P. O. Box 31
Bulverde, Texas 75163

Mary Janek                                               25,000
P. O. Box 31
Bulverde, Texas 75163

Cristobal Family Limited Partnership                    300,000
2150 N. 107th Street
Suite 150
Seattle, Washington 98135

Gloria V. Ruiz                                          300,000
Apartado 12033
08080 Barcelona Spain

Don J. Gunther                                          254,000
P. O. Box 31
Bulverde, Texas 75163

Xcel Capital, LLC                                       405,546
2520 Hum Hollow Road
Monroe, Georgia 30655

First Atlanta Financial Group, LLC                      795,530
2520 Hum Hollow Road
Monroe, Georgia 30655
</TABLE>


                                       12

<PAGE>   13





         There are no arrangements known to the Company which may result in a
change in control of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The Company's Restated Articles of Incorporation provide that, to the
fullest extent permitted by Nevada law, no director shall be liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director. By virtue of these provisions, a director of the Company is not
personally liable for monetary damages for a breach of such director's fiduciary
duty except for liability for (i) breach of the duty of loyalty to the Company
or to its stockholders, (ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) dividends or stock
repurchases or redemption's that are unlawful under the Nevada General
Corporation Law ("NGCL") and (iv) any transaction from which such director
receives an improper personal benefit. In addition, the Company's Restated
Articles of Incorporation provide that if the NGCL is amended to authorize the
further elimination of limitation of the liability of a director, then the
liability of the directors will be eliminated or limited to the fullest extent
permitted by the NGCL, as amended.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         We filed a report on Form 8-K on or about February 16, 2001, to which
filing reference is made for all purposes.

                                       13

<PAGE>   14


SIGNATURES


         In accordance with Section 13 or 15(a) of the Exchange Act, the
Registrant has caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized on the 17th day of April, 2001.


         In accordance with the Exchange Act, this Report has been signed by the
following persons on behalf of the Registrant in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>
Signature                                            Title                                Date
---------                                            -----                                ----

<S>                                                 <C>                                <C>
/s/ Elbert Eugene Tindell
-------------------------------
Elbert Eugene Tindell                                Director                           April 17, 2001


/s/ Bill Rapaglia
-------------------------------
Bill Rapaglia                                        Director                           April 17, 2001
</TABLE>



                                       14



<PAGE>   15
ITEM 7: FINANCIAL STATEMENTS

   (a) Financial Statements

<TABLE>
<S>                                                                                                              <C>
        Report of Independent Certified Public Accountants                                                       F-2

        Consolidated Balance Sheets as of December 31, 1999 and 2000                                             F-3

        Consolidated Statements of Operations for the years ended December 31, 1999 and 2000                     F-5

        Consolidated Statements of Shareholders' Equity (Deficit) for the years ended
           December 31, 1999 and 2000                                                                            F-6

        Consolidated Statements of Cash Flows for the years ended
         December 31, 1999 and 2000                                                                              F-7

        Notes to the Consolidated Financial Statements                                                           F-9
</TABLE>















                                       F-1


<PAGE>   16



                  [KILLMAN, MURRELL & COMPANY, P.C. LETTERHEAD]



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
Institutional Equity Holdings, Inc.
Dallas, Texas

We have audited the accompanying consolidated balance sheets of Institutional
Equity Holdings, Inc. as of December 31, 1999 and 2000, and the related
consolidated statements of operations, shareholders' equity (deficit), and cash
flows for the years then ended. These consolidated financial statements are the
responsibility of 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 consolidated financial position of
Institutional Equity Holdings, Inc. as of December 31, 1999 and 2000, and the
consolidated results of its operations and its cash flows for the years then
ended, in conformity with accounting standards generally accepted in the United
States of America

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 15 to the
financial statements, the Company's significant operating losses raise
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


KILLMAN, MURRELL & COMPANY, P.C.

Dallas, Texas
April 6, 2001






                                       F-2


<PAGE>   17



                       INSTITUTIONAL EQUITY HOLDINGS, INC.

                           CONSOLIDATED BALANCE SHEETS

                           DECEMBER 31, 1999 AND 2000

                                     ASSETS

<TABLE>
<CAPTION>
                                                                      1999             2000
                                                                   ----------       ----------

<S>                                                                <C>              <C>
Current Assets
   Cash                                                            $   91,819       $  113,158
   Receivables
     Commissions                                                           --           22,208
     Good Faith Deposits                                                   --          100,000
     Other                                                                 --           61,333
   Prepaid Expenses                                                   100,000           10,417
                                                                   ----------       ----------

              Total Current Assets                                    191,819          307,116
                                                                   ----------       ----------


Furniture and Equipment, net of accumulated depreciation of
   $8,895 and $23,820, respectively                                   169,496          190,535
Restricted Investment, at market - Note 2                           1,304,043               --
Goodwill, net of accumulated amortization of $19,339 in 2000               --        1,140,996
Other Assets                                                               --           25,800
Net Assets of Discontinued Operations - Note 1                        935,248               --
                                                                   ----------       ----------

              Total Assets                                         $2,600,606       $1,664,447
                                                                   ==========       ==========
</TABLE>











                          The accompanying notes are an
            integral part of these consolidated financial statements.

                                       F-3

<PAGE>   18



                       INSTITUTIONAL EQUITY HOLDINGS, INC.

                           CONSOLIDATED BALANCE SHEETS

                           DECEMBER 31, 1999 AND 2000

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


<TABLE>
<CAPTION>
                                                                                         1999                2000
                                                                                     ------------        ------------

<S>                                                                                  <C>                 <C>
Current Liabilities
   Cash Overdraft                                                                    $         --        $      4,737
   10% Convertible Debentures - Note 9                                                         --             650,000
   Loan Payable - Note 8                                                                  407,170                  --
   Due to Broker                                                                               --             100,000
   Accounts Payable and Accrued Liabilities - Note 11                                     295,141             948,180
                                                                                     ------------        ------------

              Total Current Liabilities                                                   702,311           1,702,917

Restricted Investment Loan - Note 2                                                     1,304,043           1,190,672
Due to Related Party                                                                      245,000             370,000
Net Liabilities of Discontinued Operations - Note 1                                            --             582,225
                                                                                     ------------        ------------

              Total Liabilities                                                         2,251,354           3,845,814
                                                                                     ------------        ------------

Commitments and Contingencies - Note 5,7 and 17

Stockholders' Equity (Deficit) - Notes 10 and 12 Undesignated Preferred Stock,
   par value $.01 per share;
      3,190,000 shares authorized, none outstanding                                            --                  --
   10% Designated Series A Preferred Stock, par value $.01 per share;
      1,060,000 shares authorized, issued and outstanding                                  10,600              10,600
   10% Designated Series B Preferred Stock, par value $.01 per share;
      750,000 shares authorized; 37,500 and 75,000 shares issued and
      outstanding, respectively                                                               375                 750
   Common Stock, par value $.01 per share; 20,000,000 shares
      authorized; 2,312,000 and 3,904,143 shares issued and
      outstanding, respectively                                                            23,120              39,041
   Additional Paid-in Capital                                                           3,778,234           5,229,861
   Retained (Deficit)                                                                  (3,330,827)         (7,329,369)
                                                                                     ------------        ------------

                                                                                          481,502          (2,049,117)
       Less 23,000 Treasury Shares, at cost                                              (132,250)           (132,250)
                                                                                     ------------        ------------

              Total Shareholders' Equity (Deficit)                                        349,252          (2,181,367)
                                                                                     ------------        ------------
              Total Liabilities and Shareholders' Equity (Deficit)                   $  2,600,606        $  1,664,447
                                                                                     ============        ============
</TABLE>

                          The accompanying notes are an
            integral part of these consolidated financial statements.

                                       F-4


<PAGE>   19



                       INSTITUTIONAL EQUITY HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 1999 AND 2000


<TABLE>
<CAPTION>
                                                                          1999               2000
                                                                      -----------        -----------

<S>                                                                   <C>                <C>
Revenues:
   Commission                                                         $        --        $   252,342
   Gain (Loss) on Firm Securities Accounts                                     --            861,110
   Underwriting and Syndicate Income                                           --             56,119
   Other Income                                                            41,411                421
   Interest Income                                                          7,384                 --
                                                                      -----------        -----------

              Total Revenue                                                48,795          1,169,992
                                                                      -----------        -----------

Expenses:
   Employee Compensation                                                1,032,250          1,297,665
   Commissions Paid to Other Broker-Dealers                                    --             54,028
   Underwriting and Syndicate Expenses                                        600             60,529
   General and Administrative Expenses                                    413,260            503,046
   Rents, Telephone and Quotation Expenses                                447,566            172,147
   Interest Expense                                                       666,766            203,067
                                                                      -----------        -----------

              Total Expenses                                            2,560,442          2,290,482
                                                                      -----------        -----------

(Loss) Before Federal Income Tax, Preferred Stock Dividends and
   Discontinued Operations                                             (2,511,647)        (1,120,490)

Federal Income Tax Expense                                                     --                 --
Preferred Stock Dividends                                                 (87,944)          (227,070)
                                                                      -----------        -----------

Net (Loss) Before Discontinued Operations                              (2,599,591)        (1,347,560)
Discontinued Operations - Note 1
   Operating (loss) from Discounted Operations                           (731,236)        (2,650,982)
                                                                      -----------        -----------

              Net (Loss)                                              $(3,330,827)       $(3,998,542)
                                                                      ===========        ===========

Weighted Average Number of Common Shares Outstanding                    2,028,000          2,915,000
                                                                      ===========        ===========

Net (Loss) Per Common Share:
   Continuing Operations                                              $     (1.28)       $      (.46)
   Loss from Discontinued Operations -                                       (.36)              (.91)
                                                                      -----------        -----------

                                                                      $     (1.64)       $     (1.37)
                                                                      ===========        ===========
</TABLE>


                          The accompanying notes are an
            integral part of these consolidated financial statements

                                       F-5


<PAGE>   20

                       INSTITUTIONAL EQUITY HOLDINGS, INC.

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 2000

<TABLE>
<CAPTION>
                                          Preferred Stock                Preferred Stock
                                             Series A                        Series B                   Common Stock
                                    ---------------------------     --------------------------    --------------------------
                                     Number of                       Number of                     Number of
                                       Shares        Par Value         Shares       Par Value        Shares       Par Value
                                    -----------     -----------     -----------    -----------    -----------    -----------

<S>                                 <C>             <C>             <C>            <C>            <C>            <C>
Balance as of December 31, 1998,
 as restated                                 --     $        --              --    $        --      1,965,000    $    19,650

 Sale of Series A Preferred
   Stock, net of $216,000
   issuance expenses                  1,060,000          10,600              --             --             --             --

 Sale of Series B Preferred
   Stock, net of $37,500
   of issuance expenses                      --              --          37,500            375             --             --

 Sale of Common Stock                        --              --              --             --        347,000          3,470

 Value of Warrants and Options
   assigned to Brokers                       --              --              --             --             --             --

 Value of Warrants Issued to
   Debtholder                                --              --              --             --             --             --

 Officers' Subordinated
   Debt Contribution, net of
   trading security assumed                  --              --              --             --             --             --

 Accrued Compensation
   contributed to capital                    --              --              --             --             --             --

 Net (loss) 1999                             --              --              --             --             --             --
                                    -----------     -----------     -----------    -----------    -----------    -----------

Balance as of December 31, 1999       1,060,000          10,600          37,500            375      2,312,000         23,120

 Sale of Series B Preferred
   Stock, net of $37,500 of
   issuance expenses                         --              --          37,500            375             --             --

 Sale of Common Stock                        --              --              --             --         70,000            700

 Shares of Common Stock issued
   in connection with stock
   swaps - Note 13                           --              --              --             --         57,143            571

 Shares of Common Stock issued
   in connection with
   acquisition of FAS stock                  --              --              --             --      1,300,000         13,000

Conversion of Note Payable
   to common stock                           --              --              --             --        145,000          1,450

 Shares of Common Stock issued
   in connection with
   consulting agreement                      --              --              --             --         20,000            200

 Accrued Compensation
   contributed to capital                    --              --              --             --             --             --

 Net (loss) 2000
                                    -----------     -----------     -----------    -----------    -----------    -----------

Balance as of December 31, 2000       1,060,000     $    10,600          70,000    $       750      3,904,143    $    39,041
                                    ===========     ===========     ===========    ===========    ===========    ===========




<CAPTION>
                                     Additional                     Treasury          Total
                                      Paid-in        Retained         Share        Shareholders'
                                      Capital       (Deficit)       Purchase     Equity (Deficit)
                                    -----------    -----------     -----------   ----------------

<S>                                 <C>            <C>             <C>          <C>
Balance as of December 31, 1998,
 as restated                        $   470,052    $        --     $  (132,250)    $   357,452

 Sale of Series A Preferred
   Stock, net of $216,000
   issuance expenses                  1,893,400             --              --       1,904,000

 Sale of Series B Preferred
   Stock, net of $37,500
   of issuance expenses                  37,125             --              --          37,500

 Sale of Common Stock                   343,530             --              --         347,000

 Value of Warrants and Options
   assigned to Brokers                   56,220             --              --          56,220

 Value of Warrants Issued to
   Debtholder                           571,406             --              --         571,406

 Officers' Subordinated
   Debt Contribution, net of
   trading security assumed             125,000             --              --         125,000

 Accrued Compensation
   contributed to capital               281,501             --              --         281,501

 Net (loss) 1999                             --     (3,330,827)             --      (3,330,827)
                                    -----------    -----------     -----------     -----------

Balance as of December 31, 1999       3,778,234     (3,330,827)       (132,250)        349,252

 Sale of Series B Preferred
   Stock, net of $37,500 of
   issuance expenses                     74,625             --              --          75,000

 Sale of Common Stock                    69,300             --              --          70,000

 Shares of Common Stock issued
   in connection with stock
   swaps - Note 13                       99,429             --              --         100,000

 Shares of Common Stock issued
   in connection with
   acquisition of FAS stock           1,002,690             --              --       1,015,690

Conversion of Note Payable
   to common stock                      115,907             --              --         117,357

 Shares of Common Stock issued
   in connection with
   consulting agreement                  15,426             --              --          15,626

 Accrued Compensation
   contributed to capital                74,250             --              --          74,250

 Net (loss) 2000                                    (3,998,542)                     (3,998,542)
                                    -----------    -----------     -----------     -----------

Balance as of December 31, 2000     $ 5,229,861    $(7,329,369)    $  (132,250)    $(2,181,367)
                                    ===========    ===========     ===========     ===========
</TABLE>






                          The accompanying notes are an
            integral part of these consolidated financial statements

                                       F-6


<PAGE>   21



                       INSTITUTIONAL EQUITY HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 1999 AND 2000


<TABLE>
<CAPTION>
                                                                              1999               2000
                                                                           -----------        -----------
<S>                                                                        <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (Loss)                                                              $(3,330,827)       $(3,940,501)
   Adjustments to Reconcile Net (Loss) to Cash Flow
     From Operations:
       Depreciation and Amortization                                             8,895             52,572
       Capital Contributed by Shareholder/Employee/Officer                     281,501             74,250
       Expense Paid by Stock Issuance                                          627,626             15,626
       Change in Restricted Investment Loan                                         --           (113,371)
       Loss on Sale of Asset                                                        --              8,456
    Changes in Current Assets and Liabilities
       Receivables                                                              39,753           (183,541)
       Prepaid Expenses                                                       (100,000)            89,583
       Other Assets                                                                 --            (25,800)
       Cash Overdraft                                                               --              4,737
       Due to Brokers                                                               --            100,000
       Accounts Payable and Accrued Liabilities                                260,765            567,710
                                                                           -----------        -----------
              Net Cash (Used In) Continuing
               Operating Activities                                         (2,212,287)        (3,350,279)
                                                                           -----------        -----------

              Net Cash (Used In) Provided By Discontinued Operations          (576,303)         2,921,516
                                                                           -----------        -----------

              Net Cash (Used In) Operating Activities                       (2,788,590)          (428,763)
                                                                           -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of Furniture and Equipment                                        (178,391)          (135,828)
   Proceeds from Sale of Assets                                                     --             73,100
                                                                           -----------        -----------
           Net Cash (Used In) Investing Activities                            (178,391)           (62,728)
                                                                           -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from Borrowings                                                    407,170                 --
   Payments on Borrowings                                                           --           (407,170)
   Borrowings from Related Party                                               245,000            125,000
   Sale of Stock                                                             2,288,500            145,000
   Issuance of 10% Convertible Debentures                                           --            650,000
                                                                           -----------        -----------
           Net Cash Provided By Financing Activities                         2,940,670            512,830
                                                                           -----------        -----------

Net (Decrease) Increase in Cash and Cash Equivalents                           (26,311)            21,339

Cash and Cash Equivalents at the Beginning of the Year                         118,130             91,819
                                                                           -----------        -----------
Cash and Cash Equivalents at the End of the Year                           $    91,819        $   113,158
                                                                           ===========        ===========
</TABLE>

                                   (Continued)
                         The accompanying notes are and
            integral part of these consolidated financial statements

                                       F-7


<PAGE>   22



                       INSTITUTIONAL EQUITY HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)

                     YEARS ENDED DECEMBER 31, 1999 AND 2000


<TABLE>
<CAPTION>
                                                                1999               2000
                                                             -----------        -----------

<S>                                                          <C>                <C>
Cash Paid During the Year:
     Interest                                                $    67,311        $    74,892
                                                             ===========        ===========
     Income Taxes                                            $        --        $        --
                                                             ===========        ===========

Supplemental Schedule Of Noncash
   Investing And Financing Activities:
   Acquisition of Discontinued Operations
     Net Liabilities Assumed                                 $   284,555        $        --
     Common Stock                                                  5,000                 --
     Additional Paid-In Capital                                 (289,555)                --
     (Increase) Decrease in Restricted Investments            (1,304,043)         1,304,043
     Increase in Restricted Loans                              1,304,043
     Increase in Net Assets of Discontinued Operations                --         (1,304,043)
     Acquisition of FAS
         Goodwill                                                     --         (1,160,335)
         Liabilities                                                  --            144,645
         Common Stock                                                 --             13,000
         Additional Paid-In Capital                                   --          1,002,690
     Conversion of Subordinated Debt to Common Stock
         Debt                                                         --           (117,357)
         Common Stock                                                 --              1,450
         Additional Paid-In Capital                                   --            115,907
     Increase in Net Assets of Discontinued Operations                --           (100,000)
         Common Stock                                                 --                571
         Additional Paid-In Capital                                   --             99,429
     Increase in Net Assets of Discontinued Operations          (125,000)                --
     Additional Paid-in-Capital                                  125,000                 --
                                                             -----------        -----------
                                                             $        --        $        --
                                                             ===========        ===========
</TABLE>






                                       F-8

<PAGE>   23
                       INSTITUTIONAL EQUITY HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1999 AND 2000


NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

Swiss Nassau Corporation was incorporated on May 17, 1994 in the state of
Nevada, United States of America, and on October 20, 1995 changed its name to
EuroMed, Inc. On April 23, 1999, EuroMed, Inc. changed its name to Institutional
Equity Holdings, Inc. (the "Company" or "IEH").

The Company had no business activities in the calendar year of 1998, except that
on November 6, 1998, the Company's Board of Directors approved and executed the
"Agreement and Plan of Reorganization" by and among the Company, Institutional
Equity Corporation ("IEC", a wholly owned subsidiary of the Company and formerly
known as Redstone Acquisition Corp.) and Redstone Securities, Inc. ("Redstone"),
a licensed broker and dealer of securities.

Effective February 16, 1999, Redstone was merged into the newly organized
subsidiary IEC. The Company issued 600,000 shares of its Common Stock to the
three principals of Redstone, Thomas Laundrie, Gary Prucell, and Richard Belz
(collectively referred to as the "Redstone Shareholders") and was obligated to
issue an additional 500,000 shares (the "Restricted Shares") upon the market
price of the Company's Common Stock reaching certain price levels or IEC
reporting certain levels of net income. Notwithstanding the price levels of the
Common Stock or net income performance levels, the Restricted Shares were to
fully vest on February 16, 2002. Redstone has been a registered broker dealer
since 1988.

The Redstone Shareholders agreed to terminate their relationship with the
Company in February 2000 subject to certain compensation payments, to forgo the
collections of the Company's subordinate notes due the Redstone Shareholders, to
assume an investment in a certain security at its book value and to modify the
number of shares of the Company's common stock from 1,100,000 to 500,000 shares
of fully vested common stock. The Company has a right to repurchase these shares
of its common stock at a price of $2.00 per share as follows:

<TABLE>
<CAPTION>
               Number of                                Redemption
                Shares                                    Period
               ---------                       ------------------------------

<S>                                            <C>
               100,000                         Calendar year 2000
               100,000                         Calendar year 2001
               300,000                         On or before February 16, 2002
</TABLE>

The termination of the relationship with the Redstone Shareholders is reflected
in the consolidated financial statement for the year ended December 31, 1999.







                                   (Continued)

                                       F-9

<PAGE>   24



                       INSTITUTIONAL EQUITY HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1999 AND 2000


NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Business (Continued)

On August 18, 2000, IEH acquired all of the members' ownership interests in
First Atlanta Securities, L.L.C.("FAS"), a Georgia limited liability company, in
exchange for 1,300,000 shares of IEH's $.01 par value, common stock. FAS is a
full service brokerage firm, located in Atlanta, Georgia. The acquisition of FAS
by IEH will be accounted for as a purchase, and the purchase transaction is set
forth below:

<TABLE>
<S>                                            <C>
First Atlanta -
      Liabilities Assumed                      $   284,807
      Assets Purchased                            (175,449)
                                               -----------

      Net Liabilities Assumed                      109,358

IEH's Acquisition Costs                             35,287

1,300,000 Shares of IEH's $.01 Par Value
  Common Stock at $.7813 Per Share               1,015,690
                                               -----------

Goodwill Recognized                            $ 1,160,335
                                               ===========
</TABLE>

The goodwill will be amortized over a twenty (20) year period.

A summary of operations for FAS for the nine months ended December 31, 2000 is
as follows:

<TABLE>
<CAPTION>
                               April 1, 2000 Thru      August 19, 2000 Thru      Nine Months Ended
                                August 18, 2000         December 31, 2000        December 31, 2000
                               ------------------      --------------------      -----------------
                                  (Unaudited)                                       (Unaudited)

<S>                            <C>                      <C>                      <C>
Revenues                       $         485,904        $         260,920        $         746,824

Expenses                                 617,047                  433,840                1,050,887
                               -----------------        -----------------        -----------------

Loss Before Income Taxes       $        (131,143)       $        (172,920)       $        (304,063)
                               =================        =================        =================
</TABLE>

During 2000, IEC sustained significant operating losses and IEH was unable to
continue to fund IEC's losses and as a result IEC ceased operations during
December of 2000 and all brokers and employees of IEC were terminated. As a
result of the cessation of operations, the net assets at December 31, 1999 and
net liabilities at December 31, 2000 of IEC have been shown in the accompanying
financial statement as assets and liabilities of discontinued operations.



                                   (Continued)

                                      F-10

<PAGE>   25



                       INSTITUTIONAL EQUITY HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1999 AND 2000


NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Business (Continued)

A summary of assets and liabilities of the discontinued operations as of
December 31, 1999 and 2000 is as follows:

<TABLE>
<CAPTION>
                                                                                      1999                2000
                                                                                  ------------        ------------

<S>                                                                               <C>                 <C>
   Cash                                                                           $    192,436        $        687
   Short-Term Investments                                                              548,736             359,363
   Accounts Receivable                                                                 723,385             106,267
   Deposits And Prepaids                                                               201,413                  --
   Fixed Assets                                                                        212,913                  --
   Other Assets                                                                        259,185               1,618
                                                                                  ------------        ------------

              Total Assets                                                           2,138,068             467,935
                                                                                  ------------        ------------

   Accounts Payable                                                                     39,401             184,257
   Accrued Liabilities                                                                 771,791             865,903
   Securities Sold Not Yet Purchased                                                    25,034                  --
   Due To Broker                                                                        96,594                  --
   Subordinated Debt                                                                   150,000                  --
   Note Payable                                                                        120,000                  --
                                                                                  ------------        ------------

              Total Liabilities                                                      1,202,820           1,050,160
                                                                                  ------------        ------------

   Net Assets (Liabilities) of Discontinued Operations                            $    935,248        $   (582,225)
                                                                                  ============        ============
</TABLE>

A summary of revenues and expenses of discontinued operations for the years
ended December 31, 1999 and 2000 is as follows:

<TABLE>
<CAPTION>
                                                                                      1999                2000
                                                                                  ------------        ------------

<S>                                                                               <C>                 <C>
   Revenues                                                                       $  9,661,030        $  4,204,160
   Expenses                                                                         10,392,266           6,855,142
                                                                                  ------------        ------------
   Loss form Discontinued Operations                                              $   (731,236)       $ (2,650,982)
                                                                                  ============        ============
</TABLE>

As of December 31, 2000, IEH is a holding company with one operating subsidiary,
FAS, a full service brokerage firm engaged in the purchase and sale of
securities from and to the public and for its own account and investment banking
activities. The Company operates in one industry segment, the financial services
industry.



                                   (Continued)

                                      F-11


<PAGE>   26


                       INSTITUTIONAL EQUITY HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 2000

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Principles of Consolidation

The accompanying financial statements include the accounts of IEH, IEC (whose
operations are reported as discontinued) and FAS since August 18, 2000. FAS is a
registered broker-dealer in securities under the Securities and Exchange Act of
1934, as amended. FAS renders broker-dealer services in securities on both an
agency and principal basis to its customers who are fully introduced to Pershing
Division of Donaldson, Lufkin & Jennette Securities Corporation. FAS conducts
business throughout the United States. FAS is exempt from the reserve
requirements under SEC Rule 15c8-3(k) (2) (ii), since it does not handle or
carry customer securities and cash. The Company operates in one industry
segment, the financial services industry. All significant intercompany balances
and transactions have been eliminated in the consolidation.

Revenue Recognition

Securities transactions and related revenue are recorded on a trade date basis.
Manager's fees, underwriter's fees, and other underwriting revenues are
recognized at the time the underwriting is completed. Tax shelter revenue is
recognized at the time individual tax shelter units are sold.

Fair Value of Financial Instruments

The carrying amounts reflected in the balance sheet for cash, cash equivalents,
notes and other receivables and payables approximate their respective fair
values due to the short maturities of these instruments. The fair values of
trading and investing securities owned and securities sold, not yet purchased
are recorded primarily at quoted prices for those or similar instruments.
Changes in the market value of these securities are reflected currently in the
results of operations.

Furniture and Equipment

Depreciation of furniture and equipment is computed generally by the
straight-line method over their estimated useful lives five (5) to ten (10)
years. Leasehold improvements are amortized over the lives of their of leases of
five (5) years.

Accounting for Long-Lived Assets

The Company adopted Statement of Financial Accounting Standards No. 121,
"Accounting For The Impairment of Long-Lived Assets and For Long-Lived Assets To
Be Disposed Of". The Company reviews long-lived assets, certain identifiable
assets and any goodwill related to those assets for impairment whenever
circumstances and situations change such that there is an indication that the
carrying amounts may not be recoverable. At December 31, 2000, The Company
believes that there has been no impairment of its long-lived assets.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.

                                   (Continued)

                                      F-12

<PAGE>   27



                       INSTITUTIONAL EQUITY HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1999 AND 2000


NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Taxation

Income taxes are accounted for in accordance with the provisions of Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes." Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recognized or settled. The effect on tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the enactment
date.

The Company has recognized significant losses from its disposal of subsidiaries
and general corporate expenses incurred in the United States. Realization of any
portion of the deferred tax asset resulting from the net operating loss
carryforward is not considered more likely than not. No deferred tax asset or
valuation allowance has been estimated due to the change in ownership, which
severely restricts the use of the net operating loss carryforward. At December
31, 2000, the Company has approximately $13,000,000 of net operating loss
carryforwards for federal income tax purposes, which will begin to expire in
2011.

Pension and Other Post-Retirement and Post-Employment Plans

In 2000, the Company adopted a deferred contribution profit sharing plan (401(k)
Plan). This plan allows both the Company and the employees to contribute to the
plan. The Company made no contribution to the plan in 2000.

Redstone at the time of its acquisition had a deferred contribution profit
sharing plan (401(k) Plan). The Company made no contributions to the plan in
1999.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs for the year ended
December 31, 1999 and 2000, were $22,218 and $14,662, respectively.

Cash Equivalents

All highly liquid investments purchased with original maturities of
approximately three months or less are considered to be cash equivalents.

(Loss) Per Share

Basic (loss) per common share has been calculated using the weighted average
number of shares of common stock outstanding during the year. Diluted (loss) per
common share is not disclosed because the effect of the exercise of the common
stock warrants and options would be anti-dilutive.

                                   (Continued)

                                      F-13

<PAGE>   28



                       INSTITUTIONAL EQUITY HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1999 AND 2000


NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Concentration of Credit Risk

The Company deposits its cash with what it believes to be high credit quality
financial institutions. At times such deposits may be in excess of FDIC
insurance limits. At December 31, 2000, the cash deposits did not exceed the
FDIC insurance limits.

Accounts Receivable and Amount Due Broker

IEC introduced all customer transactions in securities traded on U.S. securities
markets to Fiserve Correspondent Service, Inc. and First Southwest Company on a
fully-disclosed basis. FAS introduces all customer transactions in securities
traded on U.S. securities markets to Pershing Division of Donaldson, Lufkin &
Jenrette Securities Corporation on a fully-disclosed basis. The agreement
between IEC and FAS and their clearing brokers provide that IEC and FAS are
obligated to assume any exposure related to nonperformance by customers or
counterparties. IEC and FAS monitor clearance and settlement of all customer
transactions on a daily basis.

The exposure to credit risk associated with the nonperformance of customers and
counterparties in fulfilling their contractual obligations pursuant to these
securities transactions can be directly impacted by volatile trading markets
which may impair the customer's or counterparty's ability to satisfy their
obligations to IEC or FAS. In the event of nonperformance, IEC or FAS may be
required to purchase or sell financial instruments at unfavorable market prices
resulting in a loss. Management does not anticipate non-performance by customers
and counterparties in the above situations.

NOTE 2: RESTRICTED INVESTMENT

On March 18,1999, the Company entered into an agreement with an individual for
the delivery to the Company of a stock certificate representing 66,250 shares of
common stock of Westower Corporation (which was subsequently converted into
119,912 shares of Spectrasite Holdings, Inc. "SHI"). The agreement included the
following terms:

         o        The individual will receive compensation equal to five percent
                  (5%) of the average daily closing sales price of the common
                  stock on the American Stock Exchange, calculated for each
                  fiscal quarter. During 1999 and 2000, the Company incurred
                  $59,500 and $98,339, respectively, of interest expense under
                  the terms of the agreement.






                                   (Continued)

                                      F-14

<PAGE>   29



                       INSTITUTIONAL EQUITY HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 2000

NOTE 2: RESTRICTED INVESTMENT (CONTINUED)

         o        The Company agreed not to transfer or assign the shares
                  without the individual's prior written consent during the term
                  of the agreement. During 2000, IEH returned to the individual
                  66,250 shares of SHI stock. Also a number of shares of the SHI
                  stock were sold in the open market without the individuals
                  consent and the proceeds from the sales were used to fund
                  operations. At December 31, 2000, the liability for Restricted
                  Investment Loan ($1,304,043) represents the quoted market
                  value of the shares owed to the individual. The shares sold
                  will have to be returned to the individual by IEH, which will
                  necessitate their purchase in the public market. The trading
                  price of these shares at the date of repurchase will determine
                  if a trading gain or loss will be recognized.

         o        The Company has issued to the individual a five year stock
                  purchase warrant for 414,062 shares of common stock of the
                  Company at an exercise price of $2.00 per share. The Company
                  has the right to call the warrant if the trading price of the
                  Company's common stock has equaled or exceeded $4.00 per share
                  for ten consecutive days.

         o        Agreement can be terminated upon sixty (60) days' notice by
                  either party.

At December 31, 1999 the restricted investment was pledged by the Company as
security for a $407,170 loan from a brokerage firm.

NOTE 3: STOCK OPTION PLANS

Long-Term Incentive Plan

The Company adopted its 1995 Long-Term Incentive Plan ("Plan") as of November
18, 1995. An aggregate of 300,000 shares of common stock has been authorized and
reserved for issuance under the plan pursuant to the exercise of options or the
grant of restricted stock awards. The Plan provides for the grant of incentive
stock options, non-qualified stock options, restricted stock awards and stock
appreciation rights. All of the Company's and its subsidiary's employees,
independent directors and advisors are eligible to receive awards under the
plan, but only employees of the Company and its subsidiaries are eligible to
receive incentive stock options. The exercise price for incentive stock options
granted under the Plan may be no less than the fair market value of the common
stock on the day of the grant. As of December 31, 1999 and 2000, no grants have
been awarded under this plan.

Brokers Stock Option Plan

The Company adopted its 1999 Brokers Stock Option Plan as of December 1, 1999.
An aggregate of 1,000,000 shares of common stock has been reserved for issuance
under the plan pursuant to the exercise of options or the grant of restricted
stock awards. All brokers who have been employed by the firm prior to January 1,
2000 shall be entitled to earn options to purchase a number of shares of common
stock of the Company equal to 20% of their annual gross production in
commissions from the sale of securities. The exercise price of the options so
earned shall be 5% over the closing bid price of the Company's common stock on
the date of each broker's employment. Each option shall be exercisable for a
period of three years beginning one year from the date of vesting. Options shall
vest on January 1 of the year following the date of employment, and are not
transferable. At December 31, 1999, 1,234,333 options were earned under this
agreement. No options were granted during 2000.


                                      F-15

<PAGE>   30



                       INSTITUTIONAL EQUITY HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1999 AND 2000


NOTE 4: RELATED PARTY TRANSACTION

In December 1997, the Board of Directors authorized the issuance of 100,000
warrants to purchase common stock of the Company to each of the three (3)
Directors of the Company at a price of $.30. The fair value of the common shares
was $.20 (Bid Price) at the date the warrants were authorized; therefore, no
expense was recognized in connection with the warrant issue. As of December 31,
2000, none of these warrants had been exercised.

The Chief Executive Officer and other executive officers of the Company have
oral agreements regarding employment, tenure and compensation, including bonuses
and stock option issuance. For the year ended December 31, 1999, the Company
recognized compensation expense applicable to these executive officers
aggregating $1,649,917 and they were issued options to purchase 410,000 shares
of the Company's common stock at prices varying from $.50 to $1.00. Included in
the officers' compensation for the years ended December 31, 1999 and 2000 is
$281,501 and $74,250, respectively, earned by the Chief Executive Officer, in
connection with underwritings. The Chief Executive Officer agreed to forgive the
$281,501 and $74,250 and such amounts are reflected as a contribution to the
Company's stockholders' equity in the accompanying consolidated financial
statements for the years ended December 31, 1999 and 2000.

In 1999 the Chief Executive Officer loaned the Company $100,000 that was
subsequently repaid.

In 2000, the Chief Executive Officer has loaned the Company $125,000, which
remain outstanding as of December 31, 2000.

NOTE 5: LEASES

Future minimum payments, by year and in the aggregate, required under
non-cancelable operating leases with initial or remaining terms of one year or
more consist of the following:

<TABLE>
<CAPTION>
                  Years Ending
                  December 31,                                                Amount
                  ------------                                             ------------
<S>                                                                        <C>
                      2001                                                 $    590,476
                      2002                                                      594,053
                      2003                                                      483,835
                      2004                                                      292,273
                      2005                                                       61,760
                                                                           ------------
                                                                           $  2,022,397
                                                                           ============
</TABLE>


Certain of these leases provide for the payment of taxes and other expenses by
the Company. Rental expense for the years ended December 31, 1999 and 2000,
approximated $695,4970 and $767,690, respectively.




                                      F-16

<PAGE>   31
                       INSTITUTIONAL EQUITY HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1999 AND 2000


NOTE 6: WARRANTS OWNED

As provided in certain underwriting agreements, the Company obtains warrants to
purchase equity instruments from client companies. During the restriction
periods on these warrants, the Company recognizes no value. When the
restrictions expire and the underlying securities become exercisable, the
Company marks the warrants to estimated fair value.

In estimating fair value of the warrants, management considers the trading
volume and quoted prices of the underlying securities, the number of such
securities held by the public, the remaining warrant exercise period and other
factors that they believe might effect the value of the warrants.

The following is information with respect to these warrants:

<TABLE>
<CAPTION>
                                                  Granted to                                                Fair Value of
        Company                                   Unrelated          Granted to                           Retained Warrants
         Name                  Received            Parties            Employees           Retained        December 31, 2000
----------------------     ---------------     ---------------     ---------------     ---------------    -----------------

<S>                        <C>                 <C>                 <C>                 <C>                <C>
Rampart Capital
  Group, Inc.                       40,000               5,000              22,000              13,000     $            --

Streamedia
  Communications, Inc.             120,000              45,000              35,000              40,000     $            --

McGlen Internet
  Group, Inc.                      500,000             153,000             220,000             127,000     $            --
</TABLE>

No value has been placed on the warrants retained by the Company. However,
during 1999 the Company recognized $206,390 as compensation expense and fee
income related to the warrants granted to employees. Such compensation expense
was calculated using the Black-Scholes option-pricing model with the following
assumptions: no dividends, expected volatility of 67.5% for Rampart and 82.5%
for Streamedia, 88% for Glen; risk free interest rate of 6.0% and expected life
of 5 years.

NOTE 7: NET CAPITAL REQUIREMENT

FAS is subject to the net capital rule (Rule 15c3-1) of the Securities and
Exchange Commission. This rule prohibits FAS from engaging in any securities
transaction at a time when its "aggregate indebtedness" exceeds fifteen times
its "net capital" as those terms are defined by the rule. At December 31, 2000,
FAS's net capital and required net capital were $109,778 and $50,000,
respectively, and its ratio of aggregate indebtedness to net capital was 1.04 to
1. The Subsidiary's absolute minimum net capital is $50,000.




                                      F-17

<PAGE>   32
                       INSTITUTIONAL EQUITY HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1999 AND 2000


NOTE 8: LOANS PAYABLE

The following summarizes the loans payable at December 31, 1999 and 2000:

<TABLE>
<CAPTION>
                                                                1999           2000
                                                              ---------     ---------

<S>                                                           <C>           <C>
8.8% loan from brokers, secured by restricted investment,
  due on demand                                               $ 407,170     $      --
                                                              =========     =========
</TABLE>

NOTE 9: 10% CONVERTIBLE DEBENTURES

The 10% convertible debentures bear interest at the rate of 10% per annum, are
due March 15, 2001 and are convertible into common stock of the Company at $1.00
per share as long as they are outstanding. In the event of default by the IEH,
IEH will issue shares of its common stock (default shares) and the holders
thereof will have the right to sell the default shares at a 20% discount to the
market price until all invested funds have been recaptured. As of April 6, 2001,
the debentures have not been paid and the default common shares have not been
issued.

NOTE 10: PREFERRED STOCK

The Company has been authorized to issue up to 5,000,000 shares of $0.01 par
value preferred stock and the Board of Directors is empowered to designate the
series, dividend rate and if dividends are to be cumulative, voting rights (in
addition to those provided by law) and convertibility into shares of common
stock. In 1999, the Board of Directors of the Company authorized the sales of
the following series of preferred stock:

Series A

         o        Designated 1,060,000 shares of preferred stock as Series A

         o        10% cumulative dividend rate, payable quarterly

         o        Sale price was $2.00 per share in minimum purchase units of
                  12,500 shares.

         o        Convertible into common stock on a one for one basis

         o        Callable at the option of the Company after April 22, 2000
                  into common stock at a price of $4.00 per share

         o        Each share of preferred stock has ten votes on matters
                  submitted to shareholders for voting.





                                   (Continued)

                                      F-18

<PAGE>   33



                       INSTITUTIONAL EQUITY HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1999 AND 2000


NOTE 10: PREFERRED STOCK (CONTINUED)

Series B

         o        Designated 750,000 shares of preferred stock as Series B, of
                  which 37,500 and 75,00 shares have been as of December 31,
                  1999 and 2000, respectively.

         o        10% cumulative dividend rate, payable quarterly

         o        Sales price was $2.00 per share in minimum units of 12,500
                  shares

         o        Convertible into common stock on a one for one basis

         o        Callable at the option of the Company after December 1, 2000
                  into common stock at a price of $4.00 per share

         o        Each share of preferred stock has one vote on matters
                  submitted to shareholders for voting

NOTE 11: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following at December
31, 1999 and 2000:

<TABLE>
<CAPTION>
                                        1999         2000
                                      --------     --------

<S>                                   <C>          <C>
Accrued Compensation                  $ 12,418     $ 89,845
Accounts Payable                        78,412      200,690
Accrued 401(k)                              --       19,405
Accrued Interest                        28,049      156,224
Accrued Preferred Stock Dividends       87,944      222,570
Other                                   88,318      259,446
                                      --------     --------

                                      $295,141     $948,180
                                      ========     ========
</TABLE>













                                      F-19



<PAGE>   34



                       INSTITUTIONAL EQUITY HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 2000

NOTE 12: STOCK OPTIONS AND WARRANTS

During 1999, the Company executed various employment agreements with brokers,
which gives the brokers the right to purchase shares of the Company's common
stock in the form of stock options. The brokers have the right to acquire the
number of shares of the Company's common stock that 20% of the brokerage fees
generated by the broker divided by the strike price will purchase. The strike
price of such options is the market value of the Company's common stock on the
date the broker signed the employment agreement.

During 1999, the Company granted two employees the right to acquire 600,000
shares of the Company's common stock at the exercise of $1.03 per share, the
market value of the Company's common stock on the date of the grant.

During 1999, the Company granted various brokers the right to acquire 77,250
shares of the Company's common stock at the exercise price of $2.00 per share in
connection with the sale of the Series A Preferred Stock.

In connection with the delivery of the Westower Corporation (these shares were
subsequently exchanged for Spectrasite Holdings, Inc. shares) common stock
described in Note 2, the Company issued a stock purchase warrant that allows the
holder the right to acquire 414,062 shares of the Company's common stock at an
exercise price of $2.00 per share. The Company has recognized $571,406 in
interest expense with a corresponding credit to paid-in capital, which
represents the fair market value of the warrants as of March 18, 1999. The
warrants were valued using the Black-Scholes options-pricing model with the
following assumptions no dividends, expected volatility of 82%, risk free
interest rate of 6.0% and expected life of 5 years.

The number of shares of the Company's common stock available under the terms of
the above mentioned agreements is as follows:


<TABLE>
<CAPTION>
                                                            Number of Securities
                                                             Under Lying Options         Exercise           Expiration
             Grantee                   Year of Grant        and Warrants Granted           Price                Date
--------------------------------       -------------        --------------------       -------------    ---------------------
<S>                                    <C>                  <C>                        <C>              <C>
Robert A. Shuey, III Officer                 1997                     100,000                   $.30    December 29, 2002
Joseph C. Crouch, Officer                    1999                     200,000            $0.50-$1.00    June 24, 2003
Elbert G. Tindell, Officer                   1997                     100,000                   $.30    December 29, 2002
Anthony Vaccaro, Officer                     1999                     100,000                  $1.00    January 15, 2004
William M. Mosely, Officer                   1999                      60,000            $0.50-$1.00    January 1, 2004
Jesse Shelmire, Ex Director                  1997                     100,000                   $.30    December 29, 2002
Various Brokers based on
   commissioned sales                        1999                   1,234,333            $1.05-$1.85    None
Mike Colaiacovo, Broker                      1999                     300,000                  $1.03    None
Manuel Bello, Broker                         1999                     300,000                  $1.03    None
Todd Cornelius, Officer                      1999                      50,000                  $1.00    January 1, 2004
Various Brokers in connection
   with sale of Series A
   Preferred stock                           1999                      77,500                  $2.00    None
S. Roy Jeffrey Warrant Issued                1999                     414,062                  $2.00    March 17, 2004
                                                                    ---------

                                                                    3,035,895
                                                                    =========
</TABLE>


                                   (Continued)

                                      F-20

<PAGE>   35
                       INSTITUTIONAL EQUITY HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1999 AND 2000


NOTE 12: STOCK OPTIONS AND WARRANTS (CONTINUED)

The following table summarizes the activity in stock options and warrants for
the years ending December 31, 1999 and 2000:

<TABLE>
<CAPTION>
                                                  1999                                   2000
                                  ------------------------------------    -----------------------------------
                                    Underlying        Weighted Average      Underlying       Weighted Average
                                      Shares           Exercise Price         Shares          Exercise Price
                                  ---------------     ----------------    ---------------    ----------------

<S>                               <C>                 <C>                 <C>                 <C>
Outstanding beginning of year             300,000     $          0.30           3,035,895     $          1.22

Granted                                 2,735,895                1.32                  --                  --
                                  ---------------                         ---------------

Outstanding end of year                 3,035,895     $          1.22           3,035,895     $          1.22
                                  ===============                         ===============
</TABLE>

The Company has elected to follow APB Opinion No. 25 "Accounting for Stock
Issued to Employees" and related interpretations in accounting for its plans.
Accordingly, $56,220 in compensation expense was recognized in 1999 for options,
which were granted to employees on which the option price was less than fair
market value on the date of grant. No compensation expense is recognized upon
the grant of options where the option price exceeds the fair market value at the
date of grant. Had compensation expense for the Company's stock options been
determined based on the fair value of the option at the grant dates consistent
with the methodology prescribed by FAS No. 123, "Accounting for stock based
Compensation," the Company's net loss and loss per share would have been
increased to the pro forma amounts indicated below:

<TABLE>
<S>                            <C>
Net loss as reported           $  (3,330,827)
Pro forma net loss                (4,770,583)

Loss per share as reported     $       (1.64)
Pro forma net loss             $       (2.35)
</TABLE>

The fair value of each option granted is estimated on the date of grant using
the Black-Scholes options-pricing model with the following assumptions: no
dividends, expected volatility of 109%, risk free interest rate of 6% and
expected life of 36 to 60 months.

The stock based compensation for the year ended December 31, 1999, reflected in
the above pro forma may not be indicative of such compensation in future periods
as it only reflects options granted in the year ended December 31, 1999. No
options were granted or exercised during 2000.






                                   (Continued)

                                      F-21

<PAGE>   36
                       INSTITUTIONAL EQUITY HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1999 AND 2000


NOTE 13: STOCK SWAP

Effective July 6, 2000, IEH entered into a stock swap agreement whereby IEH
issued 57,143 shares of its previously authorized but unissued common stock in
exchange for 32,000 shares of e-financial depot.com common stock. Both the IEH
shares and the e-financial depot.com shares fair market value on the date of the
swap were $100,000.

NOTE 14: LEGAL PROCEEDINGS

Many aspects of the Company's business involve substantial risks of liability,
including exposure under federal and state securities laws in connection with
the underwriting and distribution of securities. The Company does not presently
maintain an errors and omissions insurance policy insuring it against these
risks. In recent years, there has been an increasing incidence of litigation
involving the securities industry, including class actions, which generally seek
rescission and substantial damages. The Company requires its brokerage customers
to agree to arbitration in the event of a dispute between the customer and a
broker. The Company is currently a party to arbitrations and it is the opinion
of management that the outcome of the arbitration will not have a material
adverse effect on the Company's operating results.

In compliance with an Injunction and Civil Contempt Order of January 6, 1999,
Gregory Alan Gaylor, a shareholder of the Company, signed an irrevocable proxy
dated January 21, 1999 appointing Institutional Equity Holdings, Inc., as his
sole proxy with respect to 125,000 shares of Institutional Equity Holdings,
Inc.'s Common Stock.

FAS is involved in threatened litigation as of December 31, 2000. Management of
IEH and FAS believe that the threatened claims are without merit and intends to
aggressively defend itself against all allegations. Accordingly, IEH has not
recorded any loss provision relative to any damages sought by the threatened
litigation.

NOTE 15: GOING CONCERN

IEH's financial statements have been presented on the basis that it is a going
concern, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business.

As shown in the accompanying financial statements, IEH has experienced
significant operating losses. The continuance of such losses creates an
uncertainty as to IEH's ability to continue as a going concern. Management of
IEH has taken steps to reduce operating expenses and increase revenues. The
ability of IEH to continue as a going concern is dependent upon the success of
these actions and the ability of IEH to find additional capital until such time
as operations turn positive. The financial statements do not include any
adjustments relating to the recoverability of recorded asset amounts or the
amounts of liabilities that might be necessary should IEH be unable to continue
as a going concern.



                                   (Continued)

                                      F-22

<PAGE>   37



                       INSTITUTIONAL EQUITY HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1999 AND 2000


NOTE 16: QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
                                        Income (Loss) Before
                                             Income Taxes,              Net Income                Earnings
                                      Preferred Stock Dividends        (Loss) From            (Loss) Per Share
                    Revenues         And Discontinued Operations  Continuing Operations    Continuing Operations
              --------------------   ---------------------------  ---------------------    ---------------------

1999

<S>                                     <C>                       <C>                       <C>
December      $              7,384      $           (289,041)     $           (342,041)     $               (.16)
September                   41,411                (2,018,493)               (2,048,208)                    (1.00)
June                            --                   657,774                   652,545                       .32
March                           --                   861,887                  (861,887)                     (.44)

2000

December      $            328,488      $            196,252      $            139,502      $                .04
September                  643,542                   272,452                   215,702                       .07
June                      (132,206)               (2,242,724)               (2,301,294)                     (.97)
March                      330,168                   653,530                   598,530                       .26
</TABLE>

NOTE 17: SUBSEQUENT EVENT

During the first week of April 2001, FAS became aware that it did not meet the
minimum capital required to continue operating as a broker dealer and as a
result it has temporarily ceased operations until such time that FAS can meet
the minimum capital requirement.

















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