U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 2004

                         Commission File Number 0-18974


                         Gundaker/Jordan American Holdings, Inc.
                         ---------------------------------------
                      (Name of small business issuer in its charter)

                 Florida                                   65-0142815
                 -------                                   ----------
       (State or other jurisdiction                     (I.R.S. Employer
     of incorporation or organization)               Identification Number)

      2458 Old Dorsett Road, Suite 118
            Maryland Heights, MO                              63043
            --------------------                              -----
  (Address of principal executive offices)                  (Zip Code)

Issuer's telephone number, including area code:  (660) 775-2589

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of Class)

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

Check if there is no 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. [ ]

The Company's revenues for fiscal year 2004 were $67,905.  The aggregate
market value of the voting and non-voting common equity held by non-affiliates
of the Company is $0 as of December 31, 2004, multiplied by 14,217,266 shares
of common stock.

As of December 31, 2004, the Company had a total of 14,217,266 shares of
common stock outstanding.

--------------
*Affiliates for the purpose of this item refer to the officers, directors,
and/or persons or firms owning 5% or more of the Company's common stock, both
of record and beneficially.



                        DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated by reference:


                                      INDEX

PART 1                                                                PAGE

Item 1.  Description of Business                                        3
Item 2.  Description of Property                                        6
Item 3.  Legal Proceedings                                              6
Item 4.  Submission of Matters to a Vote of Security Holders            6

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters       7
Item 6.  Management's Discussion and Analysis or Plan of Operations     9
Item 7.  Financial Statements                                          13
Item 8.  Changes In and Disagreements with Accountants on Accounting
         and Financial Disclosure                                      13
Item 8A. Controls and Procedures                                       14
Item 8B. Other Information                                             14

PART III

Item 9.  Directors, Executive Officers, Promoters and Control
         Persons; Compliance with Section 16(a) of the Exchange Act    14
Item 10. Executive Compensation                                        16
Item 11. Security Ownership of Certain Beneficial Owners and
         Management                                                    17
Item 12. Certain Relationships and Related Transactions                18
Item 13. Exhibits and Reports on Form 8-K                              18




                                      2

                                    PART I

ITEM 1.  DESCRIPTION OF BUSINESS

General
-------

     Gundaker/Jordan American Holdings, Inc. ("We" or the "Company"), a
Florida corporation  incorporated  in 1989.  In 2003, we changed our name from
Jordan American Holdings, Inc.  We are a financial service company which
provides client investment advisory and related securities brokerage services.
We manage investment portfolios for individuals, trust, corporate pension
plans, other corporate accounts, and foundations through our wholly owned
subsidiary, Equity Assets Management, Inc. ("EAM").  In addition, we operate
IMPACT Financial Network, Inc. ("IFNI"), a securities broker-dealer registered
with the National Association of Securities Dealers, Inc., through which we
receive commission revenues.

     Developments during the fiscal year 2004 within EAM and IFNI are
described in the section below entitled "Operations."

     W. Neal Jordan was reinstated as the Chairman of the Board of Directors
of the Company, as President and as Chief Executive Officer and Chief
Investment Officer on November 2, 2002.  He had been removed in 2001.

     During the fiscal year ended December 31, 2004, the Company was not
involved in any bankruptcy, receivership or similar proceedings or any other
material reclassifications, mergers or consolidations, and the Company did not
acquire or dispose of any material amount of assets during such year.

Operations
----------

Investment Advisory Services

     We conduct our investment advisory business through EAM.  EAM is a state
registered investment adviser with registration in the States of California,
Florida, Missouri, New York, Texas, and Virginia.  In 2004, EAM sought to
remove its registration in the State of Colorado.  The State of Colorado
brought an administrative action against EAM, alleging that it had failed to
comply with certain registration requirements imposed by Colorado.  EAM
settled this proceeding by agreeing that it and Mr. W. Neal Jordan, would not
be registered in the State of Colorado as an investment adviser or investment
adviser representative for a period of seven years.

     EAM is an investment advisory firm that specializes in the management of
client accounts predominantly containing U.S. equity securities.  Our target
market includes high net worth individuals, trusts, corporate pension plans
and other corporate accounts, foundations and institutional investors.

     The objective of the individually held portfolio is capital appreciation.
EAM is compensated for its management of these accounts through two primary
methods.  EAM either receives a fixed advisory fee based on the value of
assets under its management or an incentive-based advisory fee based upon the
annual performance of the individual account.

     Incentive-based advisory fees on assets under management for our clients
provide the largest portion of our revenues.  Such revenues began declining in
2001 in a trend that has continued to date.  Our assets under management have



                                      3


also declined in recent years.  At December 31, 2004, EAM managed 119
individual accounts with assets under management of approximately $3.9
million, down from 128 individual accounts and $4.6 million at 2003 year end.
Approximately 30% of the assets under management in these accounts pay the
fixed percentage of assets fee of approximately 1.9% annually.  Approximately
70% of the assets under management in these accounts are billed on an
incentive fee basis, whereby EAM receives 20% of the net realized and
unrealized gains, including dividends and interest, in the account following
each year of management.

     Incentive based advisory fees on assets under management for
semi-affluent investors provide the largest portion of the Company's revenues,
but have been declining since 2000. We believe that this trend may continue
through 2005 and beyond.  A semi-affluent investor generally has a total net
worth greater than $1 million and less than $10 million.  For the year ended
December 31, 2004 no single client provided more than 5% of the Company's
consolidated revenues. Accordingly, the loss of any single client would not
have a material adverse effect on the Company's total investment management
business.

     Additionally, because incentive-based fee contracts are billed on an
annual basis for each respective client, there may be a delay in billing
revenue for as long as eleven months from the time when actual account
performance results were achieved. Thus, performance in these accounts may or
may not benefit the revenues of the Company for nearly one year after such
performance results were achieved, depending on the billing cycle of
respective clients and the results of investments held in the portfolio during
the interim period prior to the calculation of the billing.

     Incentive-based fees fluctuate depending on performance of the accounts
being managed.  Total assets under management and corporate earnings may
substantially increase or decrease due to stock market conditions, investment
results as influenced by EAM's investment advisory decisions, expenses and the
related effectiveness of marketing efforts, and competition from other
investment advisory companies and mutual funds.  Other indirect influences,
such as interest rate charges by the Federal Reserve Board, economic
conditions such as high inflation and/or recession, international events, acts
of terrorism, and other factors may also affect assets under management and
EAM's earnings.  The 1999 high-tech and .com boom, followed by the high-tech
bust and market decline of 2000 to 2002 impacted most investment portfolios
nationwide.  We believe that the negative impact on the equities market during
that period should benefit successful stock management companies as investors
become aware of the need for professionalism in stock market-related
investment programs.

Securities Brokerage Service

     The  Company  also operates a registered broker-dealer, IMPACT Financial
Network, Inc. ("IFNI"), which is a wholly owned-subsidiary of the Company and
a member of the National Association of Securities Dealers, Inc. ("NASD") and
the Securities Investor Protection Corporation ("SIPC").

     Approximately 90% of EAM's individually managed accounts maintain
brokerage accounts with IFNI for assets placed under EAM's management. IFNI is
compensated for securities transactions on behalf of the Company's managed
accounts by receipt of commissions for orders executed through Pershing & Co.,
a division of Donaldson, Lufkin, & Jenrette, a securities corporation.
Pershing & Co., a member of SIPC, acts as clearing firm and custodian and
processes all confirmations and monthly statements for EAM clients who choose


                                      4


to hold their accounts with IFNI. Clients may decide to custody their accounts
at another brokerage institution of their own choosing.

     Management believes that IFNI will continue to be a source of revenue for
the Company primarily through the commissions earned on securities
transactions.

The Industry
------------

     Revenues in the investment advisory business are determined primarily by
fees based on the value of assets under management and on investment results.
Therefore, the principal determinants of growth in the industry are the growth
of individual assets under management and achieving positive investment
performance results. In management's judgment, the major factors which
influence growth in the industry are: (1) changes in the market value of
securities; (2) net cash flow into or out of existing accounts; (3) gains of
new or losses of existing accounts; and (4) the general stock market
condition.

Competition
-----------

     EAM competes to manage investment portfolios for individuals, trusts,
corporate pension plans, other corporate accounts, and foundations. Management
believes that the most important factors affecting competition in the
investment advisory business are: (1) the abilities and reputations of
investment advisors; (2) the differences in the investment results achieved by
investment advisory firms; (3) the reputation and stability of a firm's
workforce, especially of portfolio managers; (4) an effective marketing and
business plan; and (5) quality of client services.

     EAM has many competitors, including other investment advisors, investment
companies, broker-dealers and financial planners in addition to investment
alternatives offered by insurance companies, banks, credit unions, securities
dealers and other financial institutions. Many of these institutions possess
large sales forces and significant financial resources, are able to engage in
more extensive marketing and advertising than EAM and may offer accounts
insured by the Federal Deposit Insurance Corporation.

     EAM has gone through an extended period of time wherein it has been
essentially dormant.  From 2002 through 2005, EAM has not sought additional
clients and has not actively managed the portfolios of its customers.  In
order to remain competitive, EAM must distinguish its services and performance
from those of its competitors.

Regulation
----------

     EAM is registered with and subject to regulation by the State of Missouri
under that State's Investment Advisers Act and, where applicable, under the
state advisory laws of California, Florida, New York, Texas and Virginia. EAM
is also subject to regulation by the SEC under the Investment Advisers Act of
1940. IFNI is registered as a broker-dealer with the SEC under the Securities
Exchange Act of 1934 (the "Exchange Act") and, where applicable, under state
securities laws, and is regulated by the SEC, state securities administrators
and the NASD.




                                      5


     By law, investment advisors and broker-dealers are fiduciaries and are
required to serve their clients' interests with undivided loyalty. There is a
potential conflict of interest because of the affiliation between EAM and
IFNI. While EAM believes that its existing relationships are in compliance
with applicable laws and regulations, because of this potential conflict of
interest, the SEC and the various states in which EAM and IFNI are registered
may closely examine these relationships.

     Many aspects of the financial services industry involve substantial
liability risks, including exposure under federal and state securities laws in
connection with the distribution of securities and investment advisor
activities.  The Company does not currently have errors and omissions
insurance policies insuring against these risks.

     There can be no assurance that any changes to existing laws, regulations
or rulings promulgated by government entities having jurisdiction over the
Company's investment advisory, broker-dealer, investment company and
commodities trading business will not have an adverse effect upon the business
of the Company.

Employees
---------

     At March 1, 2005, the Company employed 2 full-time personnel, 1 of whom
are executive officers of the Company. As of March 1, 2003 the Company
employed 2 full time personnel, 1 of whom were executive officers.  Those
numbers in 2004 were 2 and 1 respectively.  The Company utilizes the services
of independent contractors to assist the employees in the operation of the
Company's business.

ITEM 2.  DESCRIPTION OF PROPERTY

     The Company currently maintains its headquarters at 2458 Old Dorsett
Road, Suite 118, Maryland Heights, Missouri 63043. The Company no longer has
any satellite offices.  Currently, the Company uses this space free of rent.
The space is owned by Gordon Gundaker.  During 2004, the Company paid $7,825
in rent to unrelated entities.

ITEM 3.  LEGAL PROCEEDINGS

     Wallace Neal Jordan, Gundaker/Jordan American Holdings and the
shareholders of Gundaker/Jordan American Holdings have filed a legal action
against Charles Clark, A.J. Elko and other parties to be named for damages
incurred as a result of the attempted takeover of the Company by those
parties.  Proceedings are ongoing.

     Other than the foregoing, the Company is not a party to any material
litigation, and management has no knowledge of any threatened material
litigation against the Company.

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

     No matters were submitted to the security holders for vote in 2004.




                                      6


                                  PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Market Information
-----------------------

     The Company's common stock currently trades on the OTC Pink Sheets under
the symbol "JAHIW.PK." In May 2003, the Company's symbol was changed from
JAHI.OB, when the Company was removed from the Bulletin Board and placed in
the Pink Sheets.  The following are the high and low sales prices for our
stock for the four-year period ended December 31, 2004. Such prices may
represent high and low bid quotations or prices between dealers in securities
and do not include retail markup, markdown, or commissions and may not
necessarily represent actual transactions.

Year Ended December 31, 2001         High             Low
------------------------------------------------------------
     First Quarter                  $0.18             $0.05
     Second Quarter                 $0.10             $0.05
     Third Quarter                  $0.15             $0.05
     Fourth Quarter                 $0.11             $0.05

Year Ended December 31, 2002         High             Low
------------------------------------------------------------

     First Quarter                  $0.055            $0.03
     Second Quarter                 $0.05             $0.03
     Third Quarter                  $0.03             $0.01
     Fourth Quarter                 $0.02             $0.006

Year Ended December 31, 2003         High             Low
------------------------------------------------------------

     First Quarter                  $0.00             $0.00
     Second Quarter                 $0.00             $0.00
     Third Quarter                  $0.00             $0.00
     Fourth Quarter                 $0.00             $0.00

Year Ended December 31, 2004         High             Low
------------------------------------------------------------

      First Quarter                 $0.00             $0.00
      Second Quarter                $0.00             $0.00
      Third Quarter                 $0.00             $0.00
      Fourth Quarter                $0.00             $0.00


     On December 31, 2004, the closing price of the Company's common stock was
$0.00.  As of December 31, 2004, approximately 820,000 shares of its common
stock were held in accounts of EAM clients, which represented approximately
5.8% of the Company's outstanding shares of common stock as of December 31,
2004.  Wallace Neal Jordan owned approximately 30% of the Company's
outstanding shares of common stock at December 31, 2004.



                                      7


(b) Shareholders
----------------

     At December 31, 2004, there were 14,217,266 outstanding shares of the
Company's common stock and 870 shareholders of record.

(c)  Dividends
--------------

Common

     The Company has not paid or declared cash dividends on its common stock
since inception and does not anticipate paying dividends in the foreseeable
future. At December 31, 2004, the Company's policy was to retain all earnings
for application in its business. Payment of future cash dividends is at the
discretion of the Board of Directors and will depend upon earnings, financial
requirements of the Company and other such factors as the Board of Directors
may deem relevant.

Recent Sales of Unregistered Securities
------------------------------------------

     There were no sales of securities in the year ended December 31, 2004
without registration under the Securities Act of 1933, as amended.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS.

     The table set forth below presents the securities authorized for issuance
with respect to compensation plans under which equity securities are
authorized for issuance:
<TABLE>
<CAPTION>

                            Equity Compensation Plan Information
--------------------------------------------------------------------------------

                   Number of securities
                   to be issued upon      Weighted average
                   exercise of            exercise price of     Number of securities
                   outstanding options,  outstanding options,   remaining available
Plan Category      warrants and rights    warrants and rights   for future issuance
-------------      --------------------  ---------------------  --------------------
<S>                <C>                   <C>                    <C>
Equity compensation
plans approved by
security holders.       347,250               $ 0.83               1,533,750
------------------------------------------------------------------------------------
Equity compensation
plans not approved
by security holders.    184,000               $ 0.83                  N/A
------------------------------------------------------------------------------------
   Totals               531,250                  --
------------------------------------------------------------------------------------
</TABLE>




                                      8


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

Safe Harbor for Forward-Looking Statements
------------------------------------------

     Certain statements provided by us in this report are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995.  Such forward-looking statements are subject to risks, uncertainties
and other factors which could cause actual results to differ materially from
future results expressed or implied by such forward-looking statements.  The
most significant of such factors include, but are not limited to, the
following:  our auditors have determined that there is an uncertainty as to
our ability to continue as a going concern, we will require additional capital
in order to meet our cash needs during 2005, we have recently experienced
significant changes at the senior management and Board of Directors levels,
the performance of financial markets, the investment performance of our
managed accounts, general economic conditions, competitive conditions and
government regulations, including changes in tax rates.  We caution readers to
carefully consider such factors.  Further, such forward-looking statements
speak only as of the date on which such statements are made.  We undertake no
obligation to update any forward-looking statements to reflect events or
circumstances after the date of such statements.

     Gundaker/Jordan American Holdings is the surviving company of what was
originally the public company named the Christian Purchasing Network.  When
Wallace Neal Jordan merged his private companies into that public entity, the
name of the public company was changed to Jordan American Holdings, and
operations continued under that name until the name was changed to Gundaker/
Jordan American Holdings in 2003.

     The profitable operations within the public company have historically
been the investment advisory firm and the broker-dealer -- Equity Assets
Management, and Impact Financial Network.  All attempts to diversify the
Company's operations were unprofitable.

     In the year 2001, after years of attempts at diversification, Wallace
Neal Jordan, as CEO, made the decision to halt the diversification efforts,
stop the negative cash flow associated with those failed attempts to broaden
the financial base of operations of the Company and focus on increasing the
benefits to be derived from the business of portfolio management.  The
personnel associated with the unprofitable operations needed to be terminated,
all unproductive facilities needed to be closed, and the Company needed to be
downsized to the point of maximized profitability.  That process was to begin
on May 22, 2001. A new board of directors was to be installed, and the new
business plan initiated at the annual meeting held on that date.

     Instead of the anticipated result on May 22, 2001, Mr. Jordan was removed
from his positions by a vote of two-to-one (the two being parties intended to
be terminated by the aborted annual meeting).  His positions within the
Company were assumed by others.  Mr. Jordan spent the next 17 months in a
legal battle to regain control of the Company, and within that 17 month period
of Mr. Jordan's absence, the Company and its business were almost destroyed.

     On November 2, 2002, the Board of Directors of the Company voted Mr.
Jordan back into the Company and placed the operations back into his hands.
From November 2, 2002 to date, efforts within the Company have been directed
toward identifying individuals who can contribute positively to the
anticipated future success of the Company.  One employee has been hired and
trained, and other potential employees have been identified and are under

                                      9


consideration.  Having the right people within a company is a prerequisite to
greatness in any business.  In the money management business, the more
prominent and visible the involved parties, the better the image and
perception surrounding the company.  We believe that the Company is in an
excellent business, with the potential for the future to far exceed the
positive result of the past.  Our association with Gordon Gundaker, a
successful realtor in St. Louis, Missouri, is a positive first step in that
direction, and Mr. Gundaker is a substantial investor in the Company's stock.

     Since November of 2002, the time of Mr. Jordan's reinstatement into
positions of control, any required financing of the business of the Company
has been provided either from assets within the Company or by Mr. Jordan from
his personal assets.

Results of Operations
---------------------

COMPARISON OF FISCAL YEAR ENDED DECEMBER 31, 2004 WITH FISCAL YEAR DECEMBER
DECEMBER 31, 2003

     Net loss for 2004 was $512,446 or $.04 per common share and share
equivalent compared to a net loss of $314,211 or $.03 per common share and
share equivalent for 2003.

     Revenues from investment advisory fees for 2004 totaled $20,664 compared
to $25,734 for 2003, a decrease of 20%.

     Commission revenues decreased for 2004 to $47,241, as compared to $58,588
for 2003, a decrease of approximately 19%. This decrease was primarily due to
decreased activity in the management of accounts, and increased focus on
preparation for the future.

     Selling, general, and administrative ("SG&A") expenses of $85,471 were
incurred during 2004, compared to SG&A expenses of $77,874 for 2003, an
increase of approximately 10%. The increase in SG&A expenses stems primarily
from the Company beginning to recommence operations.  Other operating expenses
declined during 2004, including salaries   31%, communications   64%, taxes
and licenses   42%, and occupancy - 59%.

     Professional fees increased in 2004 to $457,692 from $161,747 in 2003, an
increase of 183%.  This increase is due to the Company's agreement to repay
Mr. Jordan $450,000 in legal fees incurred in his proxy fight to regain
control of the Company.

     Total other income (loss) was $45,028 for 2004, compared to $56,746 for
2003.  The decrease in other income can be primarily attributed to a reduction
of interest income.

Liquidity and Capital Resources
-------------------------------

     At December 31, 2004, the Company had cash and cash equivalents of $5,912
versus $18,886 at December 31, 2003.  This decrease is primarily due to
Company working capital expenditures.

     Marketable securities were valued at $0 at December 31, 2004, as compared
to $350,000 at December 31, 2003, a decrease of $350,000.  The decrease in
marketable securities is due to the Company's sale of $150,000 of those
securities for cash, and a transfer of $200,000 of those securities to Mr.

                                      10


Jordan in partial satisfaction of the amount owed to him for legal fees
expended on behalf of the Company.  A total of $117,712 remains payable to Mr.
Jordan at December 31, 2004 for reimbursement of these fees.

     Net investment advisory fees receivable were $0 at December 31, 2004, as
compared to $984 at December 31, 2003, a decrease of $984. This decrease can
be primarily attributed to lessened business activities.

     Accounts payable and accrued expenses were $198,260 at December 31, 2004,
as compared to $222,645 at December 31, 2003, a decrease of approximately 11%.
The decrease in accounts payable and accrued expenses can be primarily
attributed to cash advances by Mr. Jordan which were used to pay current
expenses and certain outstanding vendor balances from 2003.  Accruals are
based upon actual expenses incurred as well as unbilled expenses.

     Accounts payable to stockholder increased from a receivable of $29,998 in
2003 to a payable of $117,712 in 2004.  This is the result of Mr. Jordan
having incurred additional shareholder advances of $102,290, offset by legal
fees paid on behalf of the Company totaling $450,000, and the receipt of
$200,000 in Boston Restaurant Debentures in partial settlement of the amount
owed.  All amounts are non-interest bearing and due on demand.

     At December 31, 2004, the Company had $5,912 in cash and marketable
securities.

Analysis of Cash Flows
----------------------

     Cash used in operating activities increased to $373,993 in 2004 from
$188,597 in 2003, primarily attributable to the increase in net loss.

     Cash provided in investing activities increased to $351,019 in 2004
compared to $145,913 cash provided by investing activities in 2003. The
increase is primarily the result of sale for $350,000 of an investment in
2004.

     Cash provided by financing activities decreased to $10,000 in 2004
compared to $25,000 cash provided by financing activities in 2002.  The
current year amount is attributable to interest on the deposit liability.

COMPARISON OF FISCAL YEAR ENDED DECEMBER 31, 2003 WITH FISCAL YEAR DECEMBER
31, 2002

     Net loss for 2003 was $314,211 or $.02 per common share and share
equivalent compared to a net loss of $487,299 or $.03 per common share and
share equivalent for 2002.

     Total revenues decreased by $335,970, or 80%, from $420,292 in 2002 to
$84,322 in 2003, as a result of decreased activity in the management of
accounts.  Investment advisory fees declined 84%, commission income declined
76%, and other income decreased 100% from 2002 to 2003.

     Operating expenses decreased $571,589, from $939,722 in 2002 to $368,133
in 2003, a decrease of 61%, as activities of the company were reduced in late
2002.  Salaries declined 86%, commission expense 95%, communications 81%,
taxes and licenses 73%, clearing costs 67%, occupancy 79%, depreciation 80%
and other general and administrative expenses decreased 35%.  These declines
were offset by an increase in professional fees of $127,104, or 367% from 2002

                                      11


to 2003.  Included in professional fees in 2003 was a legal settlement with a
customer totaling $75,000, as well as legal fees related to this settlement.

     Total other income (loss) was $56,746 for 2003, compared to $101,546 for
2002.  The decrease in other income can be primarily attributed to loss on
disposal of fixed assets, and a reduction in interest income resulting from
the sale of a portion of the company's debenture holdings.

Liquidity and Capital Resources
-------------------------------

     At December 31, 2003, the Company had cash and cash equivalents of
$18,886 versus $36,570 at December 31, 2002.  This decrease is primarily due
to the Company's working capital expenditures.

     Marketable securities were valued at $350,000 at December 31, 2003, as
compared to $500,000 at December 31, 2002, a decrease of approximately 30%.
During 2003, the Company sold $150,000 of its investments in Boston Restaurant
debentures and used the proceeds to satisfy legal fees.

     Net investment advisory fees receivable were $984.00 at December 31,
2003, as compared to $3,513 at December 31, 2002, a decrease of approximately
73%. This decrease can be primarily attributed to lessened business
activities.

     Accounts payable and accrued expenses were $222,645 at December 31, 2003,
as compared to $184,211 at December 31, 2002, an increase of approximately
21%. The increase in accounts payable and accrued expenses can be primarily
attributed to the accrual of a remaining lease obligation for premises vacated
by the Company - $20,000, the remaining obligation on a lease of a company
auto - $13,000, and increased unpaid legal and accounting fees - $22,000, as
offset by a reduction in vendor payables attributable to reduced business
activities in 2003.  Accruals are based upon actual expenses incurred as well
as unbilled expenses.

     Deposits, which represent amounts received for the unconsummated sale
of the assets of the investment advisory business, are accruing interest at 8%
per year.  The increase in deposits of $25,000 is made up of $10,000 in
accrued interest and an additional $15,000 received in 2003 by the Company for
stock, for which shares have not yet been issued.

     At December 31, 2003, the Company had $18,886 in cash and marketable
securities.

Analysis of Cash Flows
----------------------

     Cash used in operating activities increased to $188,597 in 2003 from
$168,448 in 2002.  A decrease in net loss was offset by changes in operating
assets and liabilities during 2003.

     Cash provided (used) in investing activities increased to $145,913 in
2003 compared to $(16,039) cash used by investing activities in 2002. The
increase is primarily the result of sale for $150,000 of an investment in
2003.

     Cash provided by financing activities decreased to $25,000 in 2003
compared to $131,333 cash provided by financing activities in 2002.  In 2002
the Company received $125,000 for the purchase of the assets of the investment

                                     12


advisory business.  The sale was never consummated, and the purchase deposit
was converted to an interest bearing obligation in 2002.  In 2003, the Company
received cash for the purchase of shares which have not yet been issued.

Recent Accounting Pronouncements
--------------------------------

     The following information is as of December 31, 2004.

     In November 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard ("SFAS") No. 151, "Inventory Costs,
an Amendment of ARB No. 43, Chapter 4".  The statement requires abnormal
amounts of freight, handling costs, idle facility expense and spoilage to be
recognized as current period expenses.  This statement will be effective for
the Company as of January 1, 2006.  The adoption of this statement is not
expected to have a significant impact on the Company's results of operations,
financial position or cash flows.

     In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment".
This statement replaces SFAS No. 123, "Accounting for Stock Based
Compensation" and supersedes ABP Opinion No. 25, "Accounting for Stock Issued
to Employees".  It establishes accounting standards for transactions in which
an entity exchanges its equity instruments for goods or services.  The
statement requires companies to expense the fair value of employee stock
options and other equity-based compensation, eliminating the alternative to
use APB No. 25's intrinsic value method.  The statement will be effective for
the Company as of January 1, 2006.  Management is evaluating the impact the
adoption of SFAS No. 123R will have on the Company's financial position and
results of operations.  Future cash flows of the Company will not be impacted
by the adoption of this standard.

     In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets, and Amendment of APB No. 29".  This statement amends and clarifies
financial accounting for nonmonetary exchanges by requiring that most
exchanges of productive assets be accounted for at fair value.  With certain
exceptions, companies can no longer account for nonmonetary exchanges at book
value with no gain or loss recognized.  This statement will be effective of
January 1, 2006, and may impact the Company's consolidated financial position
and results of operations in future periods if such nonmonetary exchanges
occur.

ITEM 7.  FINANCIAL STATEMENTS

     Financial statements contained in this report reflect no change from the
preceding year in any accounting principles or practices or in the method of
application of those principles or practices. The report to the financial
statements does contain a statement regarding doubt as to the Company's
ability to continue as a going concern.  Information with respect to this item
is contained in the consolidated financial statements beginning on page F-1 of
this report.  Such information is incorporated herein by reference.

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

     None.


                                     13


ITEM 8A.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
---------------------------------------------------

     We maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in our Exchange Act reports
is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms, and
that such information is accumulated and communicated to management, including
the chief executive officer and chief financial officer, as appropriate, to
allow timely decisions regarding required disclosure. Management necessarily
applied its judgment in assessing the costs and benefits of such controls and
procedures, which, by their nature, can provide only reasonable assurance
regarding management's control objectives.

     With the participation of management, our chief executive officer and
interim chief financial officer evaluated the effectiveness of the design and
operation of our disclosure controls and procedures at the conclusion of the
period ended December 31, 2004. Based upon this evaluation, the chief
executive officer and chief financial officer concluded that our disclosure
controls and procedures were effective in ensuring that material information
required to be disclosed is included in the reports that it files with the
Securities and Exchange Commission.

Changes in Internal Controls
------------------------------

     There were no significant changes in our internal controls or, to the
knowledge of our management, in other factors that could significantly affect
internal controls subsequent to the date of most recent evaluation of our
disclosure controls and procedures utilized to compile information included in
this filing.

     Within the twenty-four (24) months prior to the date of our most recent
Financial Statements and through the date of this report, we have had no
disagreements with our accountants on accounting or financial disclosure.

ITEM 8B.  OTHER INFORMATION.

     None.

                                  PART III

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

     Our directors and executive officer and their ages as of December 31,
2004 are as follows:

NAME                     AGE     POSITION
----                     ---     --------

W. Neal Jordan            64     Chairman of the Board, Chief Executive
                                 Officer, President, Chief Financial
                                 Officer, Chief Investment Officer,
                                 Secretary and Director


                                     14


     W. NEAL JORDAN has been a Director of the Company since April 1993; and
served as the Chairman of the Board of the Company from August 1, 1995 through
June 1, 2001; as Chief Executive Officer of the Company from July 1999 through
June 1, 2001, and from August 1995 until October 1997; and as Chief Investment
Officer of the Company from October 1997 through June 1, 2001. In November
2002, Mr. Jordan was appointed as the Company's Chief Executive Officer,
President, Chief Investment Officer, Chief Financial Officer, and Secretary.
Mr. Jordan was President of "new" EAM from its formation in November 2000
through June 4, 2001.  He had served as the President, Chief Executive Officer
and Portfolio Manager of Equity Assets Management, Inc., a Florida corporation
("Old EAM"), from Old EAM's inception in 1972 until its merger into the
Company in 1995.  He was  President  of  IFNI,  which  he  founded  in  1986,
through  June 4, 2001.

     This person has remained in his positions from November 2002 until the
current date, June 24, 2005.

     AUDIT COMMITTEE FINANCIAL EXPERT

     We do not currently have an audit committee or an audit committee
financial expert due to our recent change in the Board Members and management.
We intend to appoint an audit committee in the near future.

     CODE OF ETHICS

     We have not yet prepared written code of ethics and employment standards
for the Company.  We have not prepared such a code due to our recent change in
the Board Members and management.

     INDEMNIFICATION

     Our Articles of Incorporation and the Bylaws provide that we may
indemnify our officers and directors for costs and expenses incurred in
connection with the defense of actions, suits, or proceedings where the
officer or director acted in good faith and in a manner he reasonably believed
to be in our best interest and is a party to such actions by reason of his
status as an officer or director.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons pursuant to the foregoing provisions or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

     COMPLIANCE WITH SECTION 16(a)

     Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent of a registered
class of the Company's equity securities, to file with the Commission initial
reports of ownership and reports of changes in ownership of the Company's
Common Stock and other equity securities of the Company. Officers, directors
and greater than ten percent shareholders are required by the Commission's
regulations to furnish the Company with copies of all Section 16(a) forms they
filed.



                                     15


ITEM 10.  EXECUTIVE COMPENSATION

     The following table sets forth the total compensation paid to the
Company's chief executive officers during the years 2004 and 2003.  W. Neal
Jordan has served as the Company's Chief Executive Officer, President, Chief
Investment Officer, Chief Financial Officer, and Secretary since November
2002.  Mr. Jordan was the Company's sole executive officer at the end of 2002
and in 2003 and 2004.

<TABLE>
<CAPTION>

                                    SUMMARY COMPENSATION TABLE

                                                                          LONG TERM
                                     ANNUAL  COMPENSATION               COMPENSATION
                            ----------------------------------------     SECURITIES
                                                      OTHER ANNUAL       UNDERLYING
NAME AND            YEAR     SALARY      BONUS       COMPENSATION (1)     OPTIONS
PRINCIPAL
POSITION
------------        -----    ---------  --------     -----------------   -----------
<S>                 <C>      <C>        <C>           <C>                <C>
W. Neal Jordan(2)  2004       -0-          -0-              -0-              -0-
                   2003       -0-          -0-              -0-              -0-
                   2002       -0-          -0-              -0-              -0-

______________________

(1)  The table does not include amounts for personal benefits extended to executive
officers by the Company, such as, but not limited to, health or life insurance.  The
Company  believes  that  the  incremental  cost of those annual benefits  during
2002-2004 did not exceed the lesser of $50,000 or 10% of their total  annual  salary
and  bonus.

(2) Chairman of the Board, President, Chief Executive Officer, Chief Financial
Officer, Chief Investment Officer and Secretary

</TABLE>

EMPLOYMENT AGREEMENT

     Mr. Jordan does not currently have an employment agreement with the
Company.

DIRECTOR COMPENSATION

     The Company does not pay its Directors any cash compensation for
attending Board meetings, although it does reimburse them for any
out-of-pocket expenses they incur in connection with their duties.  In
addition, pursuant to the Company's 1991 Stock Option Plan, as amended (the
"Plan"), mandatory grants of options to purchase the following number of
shares of the Company's Common Stock are to be awarded to Directors on an
annual basis: 12,500 shares for serving as a Director; 1,250 shares for
serving on one or more committees, and 1,250 for serving as Chairman of one or
more committees. Under the Plan, all options granted to Directors (i) have a
maximum term of ten years from date of grant, (ii) have a minimum exercise
price of 100% of the fair market value of the Company's common stock on the
date of grant and (iii) vest immediately upon the date of grant.


                                      16


Information Concerning Stock Options

     No options were granted in 2004.

     The following table sets forth certain information concerning the fiscal
year-end value of the unexercised stock options held by Mr. Jordan.

<TABLE>
<CAPTION>

               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                      AND FISCAL YEAR-END OPTION/SAR VALUES

                  NUMBER OF SECURITIES UNDERLYING      VALUE OF UNEXERCISED IN THE
                     UNEXERCISED OPTIONS AT 2004       MONEY OPTIONS AT 2004 FISCAL
                          FISCAL YEAR END                      YEAR END (1)
    NAME           EXERCISABLE       UNEXERCISABLE     EXERCISABLE    UNEXERCISABLE
--------------     -----------       -------------     -----------    -------------
<S>                <C>               <C>               <C>            <C>
W. Neal Jordan       334,095              -0-             -0-              -0-

</TABLE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of December 31, 2004, certain
information regarding the Company's common stock owned of record or
beneficially by (i) each person who owns beneficially more than 5% of the
Company's  outstanding  Common Stock; (ii) each of the Company's directors and
its sole executive officer; and (iii) all directors and executive officers as
a group.  Unless otherwise indicated, the address of each beneficial holder
named below is c/o Gundaker/Jordan American Holdings, Inc., 2458 Old Dorsett
Road, Suite 118, Maryland Heights, Missouri 63043.

NAME AND ADDRESS OF            AMOUNT AND NATURE OF         PERCENT
BENEFICIAL OWNER               BENEFICIAL OWNERSHIP         OF CLASS
--------------------           --------------------         --------

W.  Neal Jordan                    8,534,751 (1)              60.0%

Gordon A. Gundaker, Jr.
 Revocable Trust                   3,850,000 (2)              27.1%

All directors and officers
 as a group (2 persons)            8,614,501                  60.7%

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

(1)  Includes: (i) 334,095 shares issuable upon the exercise of the IPO
Underwriter' warrants and stock purchase warrants included therein owned by
Mr. Jordan and (ii) 3,850,000 shares of common stock held by the Gordon A.
Gundaker, Jr., Revocable Trust (the "Trust"), which has granted Mr. Jordan an
option to purchase 50% of such shares and an irrevocable proxy to vote such
shares.  Excludes (i) 550,600 shares held in certain irrevocable trusts
established for Mr. Jordan's children and (ii) 571,428 shares issuable upon
conversion of 2,000,000 shares of the Company's 2000 Variable Rate Convertible
Cumulative Preferred Stock (the "2000 Preferred Stock") held by Mr. Gundaker
with respect to which Mr. Jordan has an irrevocable proxy. The Preferred Stock
is non-voting.


                                      17


(2) Does not include 571,428 shares issuable upon conversion of 2,000,000
shares of the 2000 Preferred Stock held by the Trust.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     At December 31, 2003, Mr. Jordan owed the Company $29,998 pursuant to an
unsecured demand note accruing interest at the rate of 10% per annum.  During
2004, Mr. Jordan incurred additional shareholder advances, before advancing
the Company a net amount totaling $347,710, including $450,000 in legal fees
and other costs incurred and paid on the Company's behalf.  These amounts are
included in operating expenses for the year ended December 31, 2004, as the
Company approved the reimbursement of these expenses during 2004.  The Company
transferred the remaining $200,000 in investment debentures to Mr. Jordan in
partial repayment of the advances.  At December 31, 2004, outstanding advances
from Mr. Jordan amounted to $117,712.  The advances are unsecured, non-
interest bearing and due on demand.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:  See Exhibit Index.

     (b)  Reports on Form 8-K:  The Company filed a report on Form 8-K on June
3, 2005, reporting a change of accountants to Richey May & Co, LLP.  Richey
May & Co, LLP have performed the audits of the years ended December 31, 2003
and 2004.
























                                      18


                                 EXHIBIT INDEX

Exhibit   Description
-------   -----------

 3.1      Articles of Incorporation, as amended (2)(4)

 3.2      Bylaws, as amended (2)

 4.1      Specimen Certificate of Common Stock (2)

 4.2      Specimen Warrant Certificate (2)

 4.3      Form of Warrant Agreement, as amended (2)

 4.4      Form of IPO Underwriter's Warrant (2)

 4.5      Specimen Certificate of 2000 Variable Rate
          Convertible Cumulative Preferred Stock  (4)

10.1      Employment Agreement between the Company and
          Wallace Neal Jordan (3)

10.2      Non-Competition Agreement between the Company
          and Wallace Neal Jordan (3)

21        Subsidiaries of the Company (4)

31        Certification of Chief Executive Officer Pursuant to Section 302
          of the Sarbanes-Oxley Act of 2002 (1)

32        Certification of Chief Financial Officer Pursuant to 18 U.S.C.
          Section 1350 (1)

____________________________

(1)  Filed herewith.

(2)  Incorporated herein from certain exhibits to the Company's Registration
     Statement on Form S-1, File No. 33-31324, as declared effective by the
     Securities and Exchange Commission on June 5, 1990.

(3)  Incorporated herein from certain exhibits to the Company's Current
     Report on Form 8-K dated August 15, 1991.

(4)  Incorporated herein from certain exhibits to the Company's
     Report on Form 10-KSB for the year ended December 31, 2002.









                                     19



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Stockholders
Gundaker/Jordan American Holdings, Inc.
and Subsidiaries

We have audited the consolidated balance sheets of Gundaker/Jordan American
Holdings, Inc. as of December 31, 2004 and 2003, and the related consolidated
statements of operations, changes in stockholders' equity, and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits 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 financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Gundaker/Jordan
American Holdings, Inc. as of December 31, 2004 and 2003, and the consolidated
results of its operations and its cash flows for the years then ended in
conformity with accounting principles 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 13 to the
financial statements, the Company's 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.


/s/ Richey May & Co., LLP

Richey May & Co., LLP
Englewood, Colorado

June 24, 2005













                                    F-1


                   Gundaker/Jordan American Holdings, Inc.
                            and Subsidiaries
                       CONSOLIDATED BALANCE SHEETS
                       December 31, 2004 and 2003

                                                    2004           2003
                                                 -----------    -----------
     ASSETS

ASSETS
Cash and cash equivalents                        $     5,912    $    18,886
Investment advisory fees receivable                     -               984
Deposit with clearing broker                          25,669         24,602
Interest receivable                                   19,308         31,759
Other receivables                                      5,036          2,283
Other assets                                            -             1,030
Property, equipment and leasehold improvements,
 at cost; net of accumulated amortization and
 depreciation of $28,730 and $27,125                  10,463         14,457
Receivable from stockholder                             -            29,998
Investment, convertible debenture                       -           350,000
                                                 -----------    -----------
TOTAL ASSETS                                     $    66,388    $   473,999
                                                 ===========    ===========

     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES
Accounts payable and accrued expenses            $   198,260    $   222,645
Deposits                                             166,333        156,333
Payable to stockholder                               117,712           -
Deferred investment advisory fees                      2,542          1,034
                                                 -----------    -----------
     Total liabilities                               484,847        380,012
                                                 -----------    -----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
Variable rate, cumulative, convertible,
 non-voting preferred stock, $0.01 par
 value, $1.00 liquidation value; 5,000,000
 shares authorized, 2,000,000 shares issued
 and outstanding                                      20,000         20,000
Common stock, $0.001 par value; 20,000,000,000
 shares authorized, 14,217,266 shares issued
 and outstanding                                      14,217         14,217
Additional paid-in capital                         4,463,657      4,463,657
Accumulated deficit                               (4,916,333)    (4,403,887)
                                                 -----------    -----------
     Total stockholders' equity (deficit)           (418,459)        93,987
                                                 -----------    -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)                   $    66,388    $   473,999
                                                 ===========    ===========

The accompanying notes are an integral part of the financial statements.

                                    F-2



                    Gundaker/Jordan American Holdings, Inc.
                              and Subsidiaries
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                For the years ending December 31, 2004 and 2003

                                                    2004           2003
                                                 -----------    -----------
REVENUE
Investment advisory fees                         $    20,664    $    25,734
Commission income                                     47,241         58,588
                                                 -----------    -----------
     Total revenue                                    67,905         84,322
                                                 -----------    -----------
OPERATING EXPENSES
Salaries and related expenses                         38,152         55,214
Commission expense                                      -             6,352
Professional fees                                    457,692        161,747
Communications and data processing                     3,324          9,168
Licenses, registrations and franchise taxes            5,788          9,929
Clearing costs                                        24,152         21,071
General and administrative                            85,471         77,874
Depreciation and amortization                          2,975          7,464
Occupancy and equipment                                7,825         19,314
                                                 -----------    -----------
     Total operating expenses                        625,379        368,133
                                                 -----------    -----------
     Operating loss                                 (557,474)      (283,811)
                                                 -----------    -----------
OTHER INCOME (EXPENSE)
Interest and dividends                                45,093         64,012
Loss on disposal of fixed assets                        -           (32,074)
Other, net                                               (65)        24,808
                                                 -----------    -----------
     Total other income                               45,028         56,746
                                                 -----------    -----------
     Loss from continuing operations                (512,446)      (227,065)
                                                 -----------    -----------
LOSS FROM DISCONTINUED OPERATIONS                       -           (87,146)
                                                 -----------    -----------
NET LOSS                                         $  (512,446)   $  (314,211)
                                                 ===========    ===========
BASIC AND DILUTED NET LOSS PER COMMON SHARE
Net loss from continuing operations              $      (.04)   $      (.02)
                                                 ===========    ===========
Net loss from discontinued operations            $      (.00)   $      (.01)
                                                 ===========    ===========
Net loss                                         $      (.04)   $      (.03)
                                                 ===========    ===========
Basic and diluted weighted-average number of
 common shares outstanding                        14,217,266     14,217,266
                                                 ===========    ===========



The accompanying notes are an integral part of the financial statements.


                                    F-3



                     Gundaker/Jordan American Holdings, Inc.
                              and Subsidiaries
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                For the years ending December 31, 2004 and 2003

<TABLE>
<CAPTION>

                       Preferred Stock      Common Stock                                  Total
                      $0.01 Par Value     $0.001 Par Value    Additional               Stockholders
                     ---------  -------  ----------  -------   Paid-In    Accumulated    Equity
                      Shares    Amount    Shares     Amount    Capital      Deficit     (Deficit)
                     ---------  -------  ----------  -------  ----------  -----------  ------------
<S>                  <C>        <C>      <C>         <C>      <C>         <C>          <C>

BALANCES, December
  31, 2002           2,000,000  $20,000  14,217,266  $14,217  $4,463,657  $(4,089,676)  $408,198

Net loss                  -        -           -        -           -        (314,211)  (314,211)
                     ---------  -------  ----------  -------  ----------  -----------  ---------
BALANCES, December
  31, 2003           2,000,000   20,000  14,217,266   14,217   4,463,657   (4,403,887)    93,987

Net loss                  -        -           -        -           -        (512,446)  (512,446)
                     ---------  -------  ----------  -------  ----------  -----------  ---------

BALANCES, December
  31, 2004           2,000,000  $20,000  14,217,266  $14,217  $4,463,657  $(4,916,333) $(418,459)
                     =========  =======  ==========  =======  ==========  ===========  =========

</TABLE>



























The accompanying notes are an integral part of the financial statements.

                                  F-4




                   Gundaker/Jordan American Holdings, Inc.
                            and Subsidiaries
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the years ending December 31, 2004 and 2003

                                                    2004           2003
                                                 -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations              $  (512,446)   $  (314,211)
Adjustments to reconcile net loss to net cash
 used in operating activities:
  Depreciation and amortization                        2,975          7,464
  Loss on disposal of assets                            -            32,074
  Loss on assets held, discontinued operations          -            62,724
Decrease (increase) in-
  Deposit with clearing broker                           (83)         3,119
  Interest receivable                                 12,451        (31,759)
  Other receivables                                   (2,753)         6,497
  Investment advisory fees receivable                   -             2,529
  Other assets                                         1,030          3,097
  Receivable from shareholders                       147,710         (6,173)
  (Decrease) increase in-
   Accounts payable and accrued expenses             (24,385)        38,434
   Deferred investment advisory fees                   1,508         (3,495)
                                                 -----------    -----------
Net cash used in continuing operations              (373,993)      (199,700)
Net cash provided by discontinued operations            -            11,103
                                                 -----------    -----------
     Net cash used in operating activities          (373,993)      (188,597)
                                                 -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from convertible debenture                  350,000        150,000
Proceeds from sale of fixed assets                     1,500           -
Capital expenditures                                    (481)        (4,087)
                                                 -----------    -----------
     Net cash provided by investing activities       351,019        145,913
                                                 -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in deposit liabilities                       10,000         25,000
                                                 -----------    -----------
     Net cash provided by financing activities        10,000         25,000
                                                 -----------    -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS            (12,974)       (17,684)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR          18,886         36,570
                                                 -----------    -----------
CASH AND CASH EQUIVALENTS, END OF YEAR           $     5,912    $    18,886
                                                 ===========    ===========








The accompanying notes are an integral part of the financial statements.

                                   F-5


                  Gundaker/Jordan American Holdings, Inc.
                            and Subsidiaries
                       NOTES TO FINANCIAL STATEMENTS

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION
Gundaker/Jordan American Holdings, Inc. and Subsidiaries ("JAHI") ("the
Company") was incorporated in Florida in May 1989 under the name Jordan
American Holdings, Inc. and subsequently changed its name to Gundaker/Jordan
American Holdings, Inc.  JAHI has conducted its investment advisory business
under the name of Equity Assets Management.  In 2001, JAHI announced the
formation of a wholly-owned subsidiary named Equity Assets Management, Inc.
("EAM") and moved its investment advisory business into that entity.  EAM
provides investment advisory and portfolio management services to individual
investors, pooled accounts and its mutual fund (which was dissolved in 2002)
with its customers located mainly in the United States.  EAM is registered as
an investment advisor under the Investment Advisor Act of 1940.

The Company also owns 100% of the issued and outstanding common stock of
IMPACT Financial Network, Inc. ("IFNI").  EAM's customer investment
transactions are primarily brokered through IFNI, a registered broker-dealer
in securities acting as a non-clearing introducing broker.  In addition, the
Company owned 100% of IMPACT Administrative Services, Inc. ("IASI") until
January 2003 and IMPACT Tax and Business Services, Inc. ("ITABS") until
December 2002, at which times these businesses were disposed (see Notes 2, 5,
and 9).  IASI provided operational and administrative support to Impact
Management Investment Trust.  ITABS, provided tax preparation and tax planning
services to individuals and small businesses (see Note 5).

The accompanying consolidated financial statements include the accounts of
JAHI and its subsidiaries. All significant intercompany transactions have been
eliminated in consolidation.

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

DEPOSIT WITH CLEARING BROKER
The Company has entered into an agreement with a clearing broker that requires
a minimum restricted cash balance of $25,000.  Due to the restricted nature of
the cash deposit, it is not considered a cash equivalent for financial
reporting purposes.

PROPERTY AND EQUIPMENT
Property and equipment is recorded at cost and depreciated using the
straight-line method, over estimated useful lives of three to seven years.
Leasehold improvements are amortized over the lease term. Software is
amortized using the straight-line method over three years.




                                   F-6


                  Gundaker/Jordan American Holdings, Inc.
                            and Subsidiaries
                 NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

LONG-LIVED ASSETS
Potential impairment of long-lived assets is reviewed whenever events or
changes in circumstances indicate the carrying amount of the assets may not be
recoverable.  Impairment is recognized when the estimated future net cash
flows (undiscounted and without interest charges) from the asset are less than
the carrying amount of the asset.

REVENUE RECOGNITION
Commission income is recognized on a settlement date basis, which does not
differ materially from the trade date basis of accounting. Interest income is
accrued and credited to income based on the principal amount outstanding.

Fixed investment advisory fees received in advance are deferred and amortized
into income over the period in which services are performed.  Investment
advisory fees based on a percentage of the annual increase in the market value
of a customer's portfolio (including interest and dividends) are recognized at
the contract anniversary date.  Fees due to sales representatives are
recognized when such fees are earned.

STATEMENTS OF CASH FLOWS
For cash flow purposes, the Company considers cash and temporary investments
with original maturities of three months or less, to be cash and cash
equivalents.

INCOME TAXES
Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the basis of certain assets and
liabilities for financial and tax reporting. The deferred taxes represent the
future tax return consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are recovered or
settled. Deferred tax assets are limited to amounts considered to be
realizable in future periods.

EARNINGS PER SHARE
Basic earnings per share is determined using net income divided by the
weighted average shares outstanding during the period.  Diluted earnings per
share is computed by dividing net income by the weighted average shares
outstanding, assuming all dilutive potential common shares were issued.
Common stock equivalents are not included in the weighted average calculation
since their effect would be anti-dilutive.  Net loss per common share has been
adjusted to reflect preferred stock dividends in arrears of $80,000 and
$60,000 for the years ending December 31, 2004 and 2003, respectively.

STOCK OPTIONS
The Company accounts for stock options under the recognition and measurement
principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees",
and related interpretations.  The effect on net income or earnings per share
if the Company had applied the fair value recognition provisions of FASB
Statement No. 123, "Accounting for Stock-Based Compensation", to stock-based
employee compensation has not been presented as no options were granted and
therefore there is no effect for the years ended December 31, 2004 and 2003.


                                   F-7



                  Gundaker/Jordan American Holdings, Inc.
                            and Subsidiaries
                 NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECLASSIFICATIONS
Certain reclassifications have been made to prior year balances to conform to
the current year financial statement presentation.

RECENT ACCOUNTING PRONOUNCEMENTS
In November 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ("SFAS") No. 151, "Inventory Costs, an Amendment
of ARB No. 43, Chapter 4".  The statement requires abnormal amounts of
freight, handling costs, idle facility expense and spoilage to be recognized
as current period expenses.  This statement will be effective for the Company
as of January 1, 2006.  The adoption of this statement is not expected to have
a significant impact on the Company's results of operations, financial
position or cash flows.

In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment".  This
statement replaces SFAS No. 123, "Accounting for Stock Based Compensation" and
supersedes ABP Opinion No. 25, "Accounting for Stock Issued to Employees".  It
establishes accounting standards for transactions in which an entity exchanges
its equity instruments for goods or services.  The statement requires
companies to expense the fair value of employee stock options and other
equity-based compensation, eliminating the alternative to use APB No. 25's
intrinsic value method.  The statement will be effective for the Company as of
January 1, 2006.  Management is evaluating the impact the adoption of SFAS No.
123R will have on the Company's financial position and results of operations.
Future cash flows of the Company will not be impacted by the adoption of this
standard.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets, and Amendment of APB No. 29".  This statement amends and clarifies
financial accounting for nonmonetary exchanges by requiring that most
exchanges of productive assets be accounted for at fair value.  With certain
exceptions, companies can no longer account for nonmonetary exchanges at book
value with no gain or loss recognized.  This statement will be effective of
January 1, 2006, and may impact the Company's consolidated financial position
and results of operations in future periods if such nonmonetary exchanges
occur.

2.   DEPOSIT LIABILITIES
The Company formed Impact Management Investment Trust ("the Trust"), which was
registered under the Investment Company Act of 1940 as a diversified, open-end
management investment company (mutual fund).  EAM was the investment advisor
of the Trust and IFNI was the primary distributor of the Trust.  In 2002, the
Company entered into a transaction to sell the Trust to the Trust's sub
advisor, Schneider Capital Management, Inc. ("Schneider"), and received a
deposit on the sale of $125,000.  The negotiations ceased and Schneider
decided against purchasing the Trust.  The Company subsequently liquidated the
Trust in 2002. The deposit liability is due on demand and bears interest at 8%
per annum.  The outstanding balance includes accrued interest of $26,333 and
$16,333 at December 31, 2004 and 2003, respectively.

At December 31, 2004 and 2003, JAHI held a $15,000 deposit from an individual
for an anticipated future stock subscription by the Company.


                                   F-8


                  Gundaker/Jordan American Holdings, Inc.
                            and Subsidiaries
                 NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3.   INVESTMENT, CONVERTIBLE DEBENTURE
The Company owned a variable rate, convertible subordinated debenture from
Boston Restaurant Associates, Inc. (BRAI).  The principal balance of the
debenture is due and payable on December 31, 2011, has a conversion price of
$1.25 per share and bears interest at a rate of 14% per annum. During the year
ended December 31, 2004, the Company sold $150,000 of the debenture and
transferred $200,000 of the debenture to the majority stockholder in reduction
of amount owed by the Company to the stockholder.   During the year ended
December 31, 2003, the Company sold $150,000 of the debenture.  At December
31, 2003 the Company's investment in the debenture was $350,000.

In connection with the purchase of the debenture, the Company also acquired,
at no cost, warrants to subscribe for the purchase from BRAI of up to 500,000
fully paid and nonassessable shares of BRAI's common stock.  The purchase
rights represented by the warrants are exercisable by the Company, in whole or
in part, at any time through December 31, 2006, at an exercise price of $3.00
per share.  The Company's management has estimated that the BRAI warrants have
no value at December 31, 2004 and 2003.  This determination was made
considering primarily the current value of the underlying common stock and the
current illiquidity of the warrants.

The cost carrying value of the convertible debenture approximates the fair
market value as estimated by management, after considering such factors as
current interest rates, liquidity, conversion terms and the credit worthiness
of the borrowers.

4.   STOCKHOLDERS' EQUITY
At December 31, 2004 and 2003, The Company has stock warrants outstanding
entitling the warrant holder to acquire 1,113,000 shares of common stock at
$.50 per share expiring June 5, 2010.

The Company also has outstanding underwriter warrants related to the initial
public offering entitling the Company's former president to purchase 44,545
units at a price of $2.58 per unit expiring through January 8, 2011.  Each
unit contains five shares of common stock and five stock warrants; two
warrants entitle the holder to purchase one share of common stock for $.60 per
share.

JAHI has authorized 5,000,000 shares of $0.01 par value preferred stock.  The
Board of Directors is authorized to issue preferred stock in one or more
series, to determine the rights thereto, and to fix the number of shares on
any series of preferred stock and the designation of any such series.

The Company issued 3,000,000 shares of 8% cumulative, convertible, non-voting
preferred stock and one share of common stock to a customer of EAM in a
private placement offering in 1993.  In connection with this offering, 750,000
shares of common stock were given to the Company to distribute to the
preferred shareholder by three officers of the Company for no additional
consideration.






                                   F-9


                  Gundaker/Jordan American Holdings, Inc.
                            and Subsidiaries
                 NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4.   STOCKHOLDERS' EQUITY (CONTINUED)
On December 31, 2000, the Company entered into a preferred stock exchange
agreement (the "Agreement") with its sole preferred shareholder (the
"Shareholder").  The Shareholder was the owner of 3,000,000 shares of the
Company's 8% Convertible Redeemable Cumulative Preferred Stock (the
"Outstanding Preferred Stock").  The Company was in arrears with respect to
the payment of dividends on the Outstanding Preferred Stock, which arrearages
totaled $600,000 as of December 31, 2000 (the "Dividend Arrearage").

The Agreement provided that the Company declare and pay a cash dividend of
$100,000 on the Outstanding Preferred Stock and exchange 3,500,000 shares of a
new 2000 Convertible Preferred Stock (the "New Preferred Stock") for the
3,000,000 shares of the Outstanding Preferred Stock and cancellation of the
$500,000 balance of the Dividend Arrearages.  The New Preferred Stock has a
dividend rate of 3% for each of the calendar years 2001 through 2003, 4% for
calendar year 2004, 5% for calendar year 2005, 6% for calendar year 2006, 7%
for calendar year 2007, and 8% for calendar year 2008 and thereafter.  The New
Preferred Stock is convertible at the option of the holder into fully paid and
non-assessable shares of common stock at the rate of one share of common stock
for each $3.50 in face amount of the New Preferred Stock.  Unpaid and accrued
dividends shall be credited to the conversion price.

In August 2001, the Company issued 3,100,000 shares of common stock in
exchange for 1,500,000 shares of the New Preferred Stock.  In addition, the
preferred stock agreement was modified to provide that the dividend rate for
2001 and 2002 was to be 5.25%.  At December 31, 2004 and 2003, cumulative
dividends in arrears totaled $297,500 and $217,500, respectively.

5.   RELATED-PARTY TRANSACTIONS
At December 31, 2003, the Company had a receivable from the majority
stockholder of $29,998.  The receivable was unsecured, bore interest at 10%
per annum, and was due on demand. During 2004, the stockholder repaid the
receivable and advanced the Company a net amount of $347,710, including
$450,000 in legal fees and other costs incurred and paid on the Company's
behalf.  These amounts are included in operating expenses for the year ended
December 31, 2004, as the Company approved the reimbursement of these expenses
during 2004.  The Company transferred the remaining $200,000 in investment,
debentures to the stockholder in partial repayment of the net advances.  At
December 31, 2004 outstanding advances from the stockholder amounted to
$117,712.  The advances are unsecured, non-interest bearing and due on demand.

On November 30, 2000, the Company purchased certain assets of a tax
preparation and tax planning services company from an officer and shareholder
of JAHI valued at $105,100 as determined by the Board of Directors of the
Company.  The Company issued 100,500 stock options valued at $20,100 as part
of the purchase price.  The subsidiary that purchased these assets was
discontinued during 2002 (see Note 9).






                                   F-10


                  Gundaker/Jordan American Holdings, Inc.
                            and Subsidiaries
                 NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6.   INCOME TAXES
As of December 31, 2004 and 2003, the Company had approximately $4,644,000 and
$4,132,000, respectively, of net operating loss carryforwards, expiring
through the year 2024.  A large portion of the net operating loss
carryforwards were incurred prior to the 1991 reverse acquisition of JAHI and
its subsidiaries and, as such, management of the Company anticipates
restrictions on the use of these carryforwards due to provisions of the
Internal Revenue Code. As of December 31, 2004 and 2003, the Company also had
net capital loss carryforwards of approximately $597,000, which expire through
2007.

The estimated deferred tax asset related to the net operating loss and capital
loss carryforwards amounted to approximately $1,953,000 and $1,762,000 at
December 31, 2004 and 2003, respectively.

Based upon the Company's current operating losses and the uncertainty as to
future taxable income and the realization of the deferred tax assets, a full
valuation allowance has been provided for the Company's net deferred tax
assets as of December 31, 2004 and 2003.

7.   STOCK OPTIONS
During August 1991, the Board of Directors of JAHI approved the Long-Term
Incentive Plan ("the Plan"), a stock option plan.  The aggregate number of
shares of common stock that may be granted by the Company will not exceed a
maximum of 2,000,000 shares during the period of the Plan.

The option price per share shall be at least the fair market value (as
determined by the Finance/Compensation Committee or, in lieu thereof, the
Board of Directors) of the common stock on the date the stock option is
granted.  If at any time a stock option is granted, an employee owns more than
10% of the total combined voting power of all classes of stock of the Company
or any of its subsidiaries, then the terms of the stock option shall specify
that the option price shall be at least 110% of the fair market value of the
stock subject to the option, and shall be exercisable for up to five years
from the date of the grant.  In addition, the Plan provides for the mandatory
grant of options to directors on a yearly basis commencing March 1, 1993.

If for any reason a change in control of the Company occurs, or under the sole
discretion of the Finance/Compensation Committee or, in lieu thereof, the
Board of Directors, all shares subject to the stock option shall immediately
become earned and exercisable.  The Board of Directors may discontinue the
Plan at any time, and may amend it from time to time.  Certain amendments
require stockholders' approval.











                                   F-11


                  Gundaker/Jordan American Holdings, Inc.
                            and Subsidiaries
                 NOTES TO FINANCIAL STATEMENTS (CONTINUED)

7.   STOCK OPTIONS (CONTINUED)
The Company has also issued certain stock options outside of the Plan.
Information with respect to all options is as follows:
<TABLE>
<CAPTION>
                                     Long-term                                        Weighted
                                     Incentive   Other    Exercise                     Average
                                       Plan     Options    Total     Price Range    Exercise Price
                                     ---------  -------  ---------  -------------   --------------
<S>                                  <C>        <C>      <C>        <C>             <C>
Balances at December 31, 2002         416,250   237,200    653,450   $0.13 - 2.00      $ 1.92
Granted                                  -         -          -            -              -
Forfeited and expired                 (17,500)   (5,700)   (23,200)   0.13 - 1.56         -
                                      -------   -------    -------   ------------      ------

Balances at December 31, 2003         398,750   231,500    630,250    0.13 - 2.00        0.83
Granted                                  -         -          -            -              -
Forfeited and expired                 (51,500)  (47,500)   (99,000)   0.75 - 2.00         -
                                      -------   -------    -------   ------------      ------

Balances at December 31, 2004         347,250   184,000    531,250   $0.13 - 2.00      $ 0.83
                                      =======   =======    =======   ============      ======
Number of options exercisable
at December 31, 2003                  398,750   231,500    630,250   $0.13 - 2.00      $ 0.83
                                      =======   =======    =======   ============      ======
Number of options exercisable
at December 31, 2004                  347,250   184,000    531,250   $0.13 - 2.00      $ 0.83
                                      =======   =======    =======   ============      ======
</TABLE>

At December 31, 2004 and 2003, 1,533,750 share options were available for
future grant under the Plan.  The following table summarizes additional
information regarding all stock options and warrants outstanding at December
31, 2004:
<TABLE>
<CAPTION>
                      *           Weighted-                     *
                    Number         Average     Weighted       Number       Weighted
                Outstanding at   Remaining     Average    Exercisable at    Average
  Exercise      December 31,     Contractual   Exercise    December 31,    Exercise
  Prices            2003            Life        Price         2003           Price
------------    --------------   -----------   --------   --------------   --------
<S>             <C>              <C>           <C>        <C>              <C>
$0.13 - 0.38         320,500      3.6 years     $ 0.23        320,500       $ 0.24
 0.50 - 1.00       1,282,500      4.5 years       0.57      1,282,500         0.57
 1.02 - 1.50         141,750      1.1 years       1.23        141,750         1.23
 1.56 - 2.58          44,545      1.9 years       2.19         44,545         2.19
                   ---------                                ---------
                   1,789,295                                1,789,295
                   ========                                 ========
</TABLE>

* Includes 1,258,045 stock options and warrants discussed in Notes 4 and 5.

8.   LEASE EXPENSE
The Company leases office space from unrelated entities under month-to-month
agreements.  Total rent expense for the years ended December 31, 2004 and 2003
was approximately $7,825 and $19,483 (net of sublease rentals of $7,200 for
2003), respectively.


                                   F-12



                  Gundaker/Jordan American Holdings, Inc.
                            and Subsidiaries
                 NOTES TO FINANCIAL STATEMENTS (CONTINUED)

9.   DISCONTINUED OPERATIONS
During the year ended December 31, 2002, an officer and shareholder of the
Company who was in charge of ITABS discontinued his employment with the
Company.  The Company originally purchased ITABS from this individual in
November 2000 for $105,100 in cash and stock options of the Company (see Note
5).  When this officer left the Company, the Company ceased its activities in
this subsidiary.  In addition, during the year ended December 31, 2003, the
Company discontinued the operation of its subsidiary, IASI.  IASI had no
operations during 2003 and at the beginning of 2003, had liabilities in excess
of its assets of $900.  During 2003, the Company wrote off the assets held for
disposal in ITABS of approximately $63,000 and incurred approximately $24,000
of other costs in disposing of the subsidiaries.

10.  FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONTINGENCIES
In the normal course of business, the Company's client activities ("clients")
through its clearing broker involve the execution, settlement, and financing
of various client securities transactions.  These activities may expose the
Company to off-balance sheet risk.  In the event the client fails to satisfy
its obligations, the Company may be required to purchase or sell financial
instruments at prevailing market prices in order to fulfill the client's
obligations.

The Company's revenues are primarily derived from a percentage of the assets
under management and performance fees based on the appreciation of those
assets.  Assets under management are impacted by both the extent to which the
Company attracts new (or looses existing) clients and the appreciation or
depreciation of the U.S. and international equity and fixed income markets.  A
downturn in general economic conditions could cause investors to cease using
the services of the Company.

The Company has assets on deposit with its clearing broker which are subject
to credit risk.  In the event of the broker's insolvency, recovery of Company
assets on deposit may be limited to account insurance or other protection
afforded such deposits.

11.  FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments, including cash and cash equivalents,
receivables, other assets, payables, and other liabilities, are carried at
amounts that approximate fair value due to the short-term nature of those
instruments.

12.  REGULATORY REQUIREMENTS
IFNI is a registered broker-dealer in securities with the Securities and
Exchange Commission and, accordingly, is subject to Rule 15c3-1 of the
Securities Exchange Act of 1934, as amended ("the net capital rule").
Pursuant to the net capital rule, IFNI is required to maintain a minimum net
capital, as defined under such rule.






                                   F-13


                  Gundaker/Jordan American Holdings, Inc.
                            and Subsidiaries
                 NOTES TO FINANCIAL STATEMENTS (CONTINUED)

12.  REGULATORY REQUIREMENTS (CONTINUED)
At December 31, 2004, IFNI had net capital and net capital requirements of
$20,010 and $5,000, respectively.  The Company's net capital ratio (aggregate
indebtedness to net capital) was 0.55 to 1.  According to Rule 15c3-1, the
Company's net capital ratio shall not exceed 15 to 1.  Therefore, on a
consolidated basis as of December 31, 2004 and 2003, net assets of $5,000 are
not available for any purpose other than meeting IFNI's net capital
requirements.

13.  GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern.  The Company has suffered
recurring losses from operations that raise substantial doubt about the
Company's ability to continue as a going concern.  Management's plans in this
regard are to raise capital through the issuance of common stock and/or
selling certain subsidiaries or assets of the Company.  The accompanying
consolidated financial statements do not include any adjustments relating to
the recovery and classification of recorded asset amounts or the amount and
classification of liabilities that might be necessary should the Company
discontinue operations.



































                                   F-14




                                 SIGNATURES

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

                                 GUNDAKER/JORDAN AMERICAN HOLDINGS, INC.
                                 (Registrant)


Dated: June 24, 2005             By: /s/ W. Neal Jordan
                                 ------------------------------------------
                                 W. Neal Jordan,
                                 Chief Executive Officer, President,
                                 Chief Investment Officer, Chief Financial
                                 Officer, and Secretary


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


Dated: June 24, 2005             By: /s/ W. Neal Jordan
                                 -----------------------------------------
                                 W. Neal Jordan,
                                 Chief Executive Officer, President,
                                 Chief Investment Officer, Chief Financial
                                 Officer, and Secretary