-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N1bOUDjqf5tgifkh25zXMvXjVHlDC7JrLmaLdiLmehtMyTJxLSdvLUF9/ux45Or8 31v+uoR7D5sHVJ5M+9KNSA== 0001263279-05-000207.txt : 20050629 0001263279-05-000207.hdr.sgml : 20050629 20050629161818 ACCESSION NUMBER: 0001263279-05-000207 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20050629 DATE AS OF CHANGE: 20050629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GUNDAKER/JORDAN AMERICAN HOLDINGS INC CENTRAL INDEX KEY: 0000855663 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 650142815 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-18974 FILM NUMBER: 05924959 BUSINESS ADDRESS: STREET 1: 2458 OLD DORSETT ROAD STREET 2: SUITE 118 CITY: MARYLAND HEIGHTS STATE: MO ZIP: 63043 BUSINESS PHONE: 314-298-1189 MAIL ADDRESS: STREET 1: 2458 OLD DORSETT ROAD STREET 2: SUITE 118 CITY: MARYLAND HEIGHTS STATE: MO ZIP: 63043 FORMER COMPANY: FORMER CONFORMED NAME: JORDAN AMERICAN HOLDINGS INC DATE OF NAME CHANGE: 19940118 FORMER COMPANY: FORMER CONFORMED NAME: CHRISTIAN PURCHASING NETWORK INC DATE OF NAME CHANGE: 19920703 10QSB 1 jun03q.txt GUNDAKER/JORDAN AMERICAN HOLDINGS 6-30-03 10-QSB United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2003 Commission File Number: 0-18974 GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. (Exact name of small business issuer as specified in its charter) Florida 65-0142815 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 2458 Old Dorsett Road, Suite 118, Maryland Heights, MO 63043 (Address of principal executive offices) (660) 775-2589 (Issuer's telephone number) Jordan American Holdings, Inc. (Former Name of registrant as specified in its charter) Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X]. As of August 15, 2003, there were 14,217,266 shares of common stock, par value $0.001 per share, outstanding. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]. TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Balance Sheets as of June 30, 2003 and December 31, 2002 (unaudited) 3-4 Condensed Statements of Operations for the three and six month periods ended June 30, 2003 and 2002 (unaudited) 5 Condensed Statements of Cash Flows for the six month periods ended June 30, 2003 and 2002 (unaudited) 6 Condensed Statement of Stockholders' Equity (Deficit) for the six month period ended June 30, 2003 (unaudited) 7 Notes to Condensed Financial Statements (unaudited) 8-9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10-13 Item 3. Controls and Procedures 13 PART II. OTHER INFORMATION Item 1. Legal Proceedings 14 Item 2. Changes in Securities 14 Item 3. Defaults Upon Senior Securities 15 Item 4. Submission of Matters to a Vote of Security Holders 15 Item 5. Other Information 15 Item 6. Exhibits and Reports on Form 8-K 15 Signatures 16 Certifications Exhibit 31 Exhibit 32 2 ITEM 1. FINANCIAL STATEMENTS GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. CONDENSED BALANCE SHEETS (Unaudited) June 30, December 31, 2003 2002 --------- ------------ ASSETS CURRENT ASSETS Cash $ 27 $ 36,570 Investment advisory fees receivable 4,956 3,513 Deposit with clearing broker 25,094 27,721 Receivable from stockholders 44,659 23,825 Other receivables 33,311 8,780 Prepaid expenses 87 4,127 --------- ---------- Total current assets 108,134 104,536 FIXED ASSETS Property and equipment (net of accumulated depreciation of $113,167 and $241,025, respectively) 40,755 61,011 OTHER ASSETS Boston Restaurant debentures 450,000 500,000 Intangible assets, net of amortization of $10,172 - 62,724 --------- ---------- Total other assets 450,000 562,724 --------- ---------- TOTAL ASSETS $ 598,889 $ 728,271 ========= ========== The accompanying notes are an integral part of these financial statements. 3 GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. CONDENSED BALANCE SHEETS (Unaudited) (continued) June 30, December 31, 2003 2002 ----------- ------------ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $ 329,569 $ 315,544 Deferred revenues 155 4,529 ----------- ----------- Total Current Liabilities 329,724 320,073 STOCKHOLDERS' EQUITY Preferred stock variable rate, cumulative, convertible, non-voting, $0.01 par value, $1.00 liquidation Value, authorized 5,000,000 shares issued and outstanding, 2,000,000 20,000 20,000 Common stock $0.001 par value, authorized, 20,000,000,000 shares: issued and outstanding 14,217,266 shares 14,217 14,217 Additional paid-in capital 4,463,657 4,463,657 Accumulated deficit (4,228,707) (4,089,676) ----------- ----------- Total Stockholders' Equity 269,165 408,198 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 598,889 $ 728,271 The accompanying notes are an integral part of these financial statements. 4 GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Six Months Ending June 30, Ending June 30, 2003 2002 2003 2002 ---------- ---------- ---------- ---------- Revenue Commission income $ 27,487 $ 88,543 $ 48,207 $ 167,613 Investment advisory fees 2,216 24,626 - 78,847 Other miscellaneous revenue - 14,576 - 14,576 Realized gain on sale of mutual funds - 265,000 - 265,000 Realized equity gain/(loss) from investments - (1,291) - (27,225) ---------- ---------- ---------- ---------- Total revenue 29,703 391,454 48,207 498,811 Operating expenses: General administrative expenses 78,584 357,356 234,306 707,235 ---------- ---------- ---------- ---------- Income (Loss) from operations (48,881) 34,098 (186,099) (208,424) Other income (expense): Change in unrealized gain on trading securities - - - 29,922 Dividend and interest income 15,917 18,433 31,835 36,537 Other income (net) 2,699 (190) 16,300 (170) ---------- ---------- ---------- ---------- Total other income 18,616 18,243 48,135 66,289 ---------- ---------- ---------- ---------- Income (Loss) from continuing operations (30,265) 52,341 (137,964) (142,135) Discontinued operations Loss from operations of discontinued subsidiary - 4,750 - 10,750 ---------- ---------- ---------- ---------- Income (loss) before income tax (30,265) 57,091 (137,964) (131,385) Income taxes (679) - (1,069) - ---------- ---------- ---------- ---------- Net income (loss) $ (30,944) $ 57,091 $ (139,033) $ (131,385) ========== ========== ========== ========== Net income (loss) per share Continuing operations $ (0.00) $ 0.00 $ (0.01) $ (0.01) ========== ========== ========== ========== Discontinued operations (0.00) 0.00 (0.00) (0.00) ========== ========== ========== ========== Net loss $ (0.00) 0.00 $ (0.01) $ (0.01) ========== ========== ========== ========== Weighted average shares of common stock outstanding 14,217,266 14,217,266 14,217,266 14,217,266 ========== ========== ========== ========== Diluted 14,217,266 14,217,266 14,217,266 14,217,266 ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements. 5 GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ending June 30, June 30, 2003 2002 ----------- ----------- CASH FLOWS FROM OPERATIONS Net income (loss) $ (139,033) $ (131,385) Adjustments to reconcile net income (loss) to net cash flows from operations: Depreciation and amortization 20,257 27,161 Loss on disposal of assets 62,724 - Valuation adjustments - (34,671) Realized loss on marketable securities - 27,225 Realized gain on sale of mutual fund - (265,000) Changes in operating assets and liabilities: Investment advisory fees (1,443) (1,512) Clearing broker 2,627 - Prepaid expenses (131,333) 54,028 Other receivables (24,531) (13,292) Receivable from shareholders (20,834) (731) Other assets 4,040 - Accrued expenses and accounts payable 145,357 62,564 Deferred revenue (4,374) (2,094) ----------- ----------- Net cash used in continuing operations (86,543) (277,707) Net cash flows from discontinued operations - 4,749 ----------- ----------- Net cash flows used in operating activities (86,543) (272,958) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from debenture and marketable securities 50,000 51,995 Increase in deposit liabilities - 125,000 Capital expenditures - (1,109) ----------- ----------- Net cash from investing activities 50,000 175,886 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Note payable - officer - 16,400 ----------- ----------- Net cash used in financing activities - 16,400 ----------- ----------- Net increase (decrease) in cash (36,543) (80,672) Cash, beginning of period 36,570 91,984 ----------- ----------- Cash, end of period $ 27 $ 11,312 =========== =========== The accompanying notes are an integral part of these financial statements. 6 GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. STATEMENT OF STOCKHOLDERS' EQUITY For the Three Months Ended June 30, 2003
Additional Total Preferred Stock Common Stock Paid-In Accumulated Stockholders' Shares Amount Shares Amount Capital Deficit Equity --------- ------- ---------- ------- ---------- ----------- ------------- Balance, December 31, 2002 2,000,000 $20,000 14,217,266 $14,217 $4,463,657 $(4,089,676) $ 408,198 Net loss - - - - - (139,033) (139,033) --------- ------- ---------- ------- ---------- ----------- --------- Balance, June 30, 2003 2,000,000 $20,000 14,217,266 $14,217 $4,463,657 $(4,228,709) $ 269,165 ========= ======= ========== ======= ========== =========== =========
The accompanying notes are an integral part of these financial statements. 7 GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. NOTES TO FINANCIAL STATEMENTS June 30, 2003 (Unaudited) NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited condensed financial statements of GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. ("the Company") are presented in accordance with the requirements for Form 10-Q and Article 10 of Regulation S-X and Regulation S-B. Accordingly, they do not include all of the disclosures required by generally accepted accounting principles . In the opinion of management, all adjustments (all of which were of a normal recurring nature) considered necessary to fairly present the financial position, results of operations, and cash flows of the Company on a consistent basis, have been made. These results have been determined on the basis of generally accepted accounting principles and practices applied consistently with those used in the preparation of the Company's Annual Financial Statements for the years ending December 31, 2002. Operating results for the six months ending June 30, 2003 are not necessarily indicative of the results that may be expected for the year ended December 31, 2003. The Company recommends that the accompanying condensed financial statements for the interim period be read in conjunction with Form 10-KSB for the year ending December 31, 2002. Use of estimates - ---------------- The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and revenues and expenses for the year then ended. Actual results may differ significantly from those estimates. Net Loss Per Share - ------------------ Basic loss per weighted average common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Common stock equivalents are excluded from the computation for the six months ended June 30, 2003, as their effect is anti-dilative. 8 GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. NOTES TO FINANCIAL STATEMENTS June 30, 2003 (Unaudited) NOTE 2 - AMENDMENT TO ARTICLES OF INCORPORATION On September 15, 2003, the Company held a shareholder meeting in which the name of the Company was changed to "Gundaker/Jordan American Holdings, Inc." The Board believes that the Company can develop more extensive brand-name recognition in the marketplace through the consistent use of the "Gundaker/Jordan" name. In addition, the total number of authorized common shares was increased from 20,000,000 to 20,000,000,000. These changes are retroactively presented in these condensed financial statements. NOTE 3 - DISCONTINUANCE OF CERTAIN BUSINESS SEGMENTS In the fourth quarter of 2002, the Company discontinued the operations of IMPACT Tax and Business Services, Inc., a wholly owned subsidiary ("ITABS"). ITABS provided tax preparation and tax planning services to individuals and small businesses. In addition, in 2002 the Company also discontinued operating its mutual fund administrative and transfer agent services and has liquidated the Impact Total Return Portfolio mutual fund and returned the proceeds to the shareholders thereof. NOTE 4 - GOING CONCERN The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has suffered significant losses, has a working capital deficit as of the date of this report, and possesses minimal ongoing sources of income consisting primarily of trailing commissions. The Company hopes to obtain funding, via loans or private placements of stock to pay off debt and provide working capital. Management has no current plan to seek capital in the form of loans or stock private placements at this time. The Company's ability to continue as a going concern is dependent upon its ability to develop additional sources of capital and ultimately, to achieve profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. Management is seeking new capital and opportunities to revitalize the Company. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain statements contained in this report, including statements concerning the Company's future cash and financing requirements, and other statements contained herein regarding matters that are not historical facts, are forward looking statements; actual results may differ materially from those anticipated. Company Background and Change in Control - ---------------------------------------- On November 2, 2002, Wallace Neal Jordan reclaimed control of Jordan American Holdings. At that point, the attempted hostile takeover of the company had failed, and the rebuilding and restructuring of the company began. The battle for control of the company had included a proxy battle, which was won decisively by Mr. Jordan and the shareholders against Charles Clark, A.J. Elko and the Lamb foundation. Mr. Jordan, subsequently negotiated the purchase from the previous preferred shareholders, the Lamb Foundation, of all of their interests in the company, two million shares of preferred stock and 3.85 million shares of common stock. The purchase of the Lamb Foundations interest was made by Gordon Gundaker, in the name of the Gordon A. Gundaker Revocable Trust, with a perpetual proxy for voting privileges granted to Mr. Jordan, and the right to purchase a 50% interest in the transaction also being granted to Mr. Jordan. At the time of the completion of the transaction with the Lamb Foundation, Mr. Jordan, via the proxy and his previous ownership interest, had voting control of over 50% of the common stock of the company. As a result, the need to solicit proxys in order to settle any dispute within the company is unnecessary. Mr. Jordan, the founder of the company and largest shareholder, controls the important decisions affecting the shareholder of the company. Since Mr. Jordan's focus and primary business interest is in creating value for the shareholders of the company and enhancing the market value of the company's stock and considering the severely detrimental result of the previous conflict relating to an attempt by others to control the company, its assets and its business, having full control of the company's future placed in Mr. Jordan's hands is considered a valuable improvement in the outlook for the company and its business. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Results of Operations - --------------------- The Company had a net loss for the three and six month periods ended June 30, 2003, of $(30,944) and $(139,033) or ($0.00) and ($0.01) per common share compared to three month net income of $57,091 and a six month net loss of $(131,385) or $0.00 and ($0.01) per common share for the corresponding periods of the previous year. This decrease in operating loss is primarily due to savings realized from the disposal of certain business segments in 2002. However the quarter ended June 30, 2002 included a $265,000 gain from the disposal of securities. The Company had an operating loss of $(48,881) and $(186,099) for the three and six month periods ended June 30, 2003 compared to operating income of $34,098 and an operating loss $(208,424) for the respective three and six month periods ended June 30, 2002. This change in operating loss is primarily due to significantly lower selling, general and administrative expenses during this period when compared to the same periods last year, as offset by a $265,000 gain on sale of securities. For the three and six month periods ended June 30, 2003, revenues totaled $29,703 and $48,207 compared to revenues of $391,454 and $498,811 for the same quarter and year to date periods of 2002, a decrease of approximately 92% and 22% respectively, again due primarily to the sale of investments at a profit. Selling, general, and administrative ("SG&A") expenses of $78,584 and $234,306 were incurred during the three and six month periods ended June 30, 2003, compared to $357,356 and $707,235 for the comparative periods of the previous year. This decrease of approximately 78% and 67% respectively, was due primarily to the savings from discontinued operations disposed in the fourth quarter of 2002. Total other income (expenses) was $18,616 and $48,135 for the three and six month periods ended June 30, 2003, compared to $18,243 and $66,289 for the corresponding three and six month periods in 2002. This change was primarily due to unrealized equity gains in the six month period of 2002 of $29,922. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Liquidity and Capital Resources - ------------------------------- Six months ended June 30, 2003 2002 --------- --------- Operating activities $(86,543) $(272,958) Investing activities 50,000 175,886 Financing activities - 16,400 -------- --------- Net effect on cash $(36,543) $ (80,672) ======== ========= As of June 30, 2003 and the year ended December 31, 2002, the Company had a deficit in working capital of $221,589 and $215,537, respectively. Risk Factors, Trends & Uncertainties - ------------------------------------ Total assets under management and corporate earnings may substantially increase or decrease due to (1) stock market conditions, including the onset of a long-term declining, or bear market; (2) performance returns as influenced by the Company's investment advisory decisions, operational expense and effectiveness of marketing efforts; (3) competition from mutual funds, other investment advisory companies and insurance companies; (4) interest rate changes and other actions taken by the Federal Reserve Board; (5) domestic and international economic and political conditions, high inflation and/or recession; (6) trends in business and finance; (7) international events; (8) acts of terrorism; and (9) other factors. The Company is registered with and subject to regulation by the SEC under the Investment Advisers Act of 1940 and, where applicable, under state advisory laws. The Company is also subject to regulation by the SEC under the Investment Company Act of 1940. The Company's affiliate broker-dealer 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. 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 the Company and IFNI. While the Company believes that its existing relationships are in compliance with applicable law and regulations, because of this potential conflict of interest, the SEC 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 maintain errors and omission insurance policies insuring against this risk. 12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) 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. In connection with a late 1997 examination of the Company, the SEC raised certain issues regarding possible violations of the federal securities laws in connection with the private placement of debentures of Boston Restaurant Associates, Inc. The matter has not been resolved and to the Company's knowledge the investigation is ongoing. Management of the Company does not expect the resolution of this matter to have any material effect on the Company's financial condition, results of operations or business. Negative stock market trends have impaired the Company's ability to gather new assets into the individually managed accounts. Negative investment performance within the individually managed accounts has impaired the Company's ability to earn performance-based revenues. Because of these negative trends, the Company may not generate sufficient revenues to continue current operations through the next twelve months. In the fourth quarter of 2002, the Company discontinued the operations of IMPACT Tax and Business Services, Inc., a wholly owned subsidiary ("ITABS"). ITABS provided tax preparation and tax planning services to individuals and small businesses. In addition, in 2002 the Company also discontinued operating its mutual fund administrative and transfer agent services and has liquidated the Impact Total Return Portfolio mutual fund and returned the proceeds to the shareholders thereof. ITEM 3. CONTROLS AND PROCEDURES As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer/Chief Financial Officer, of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act. Based on this evaluation, the Chief Executive Officer/Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. There was no change in the Company's internal control over financial reporting during the Company's most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 13 PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 1 of Part II of the Company's Form 10-QSB for the quarter ended June 30, 2001, disclosed the initiation by W. Neal Jordan on June 27, 2001, of litigation against the Company and Messrs. A.J. Elko and Charles R. Clark in the United States District Court for the Eastern District of Kentucky. On October 2, 2001, the District Court issued a preliminary injunction to preclude, in connection with the Company's Annual Meeting of Shareholders scheduled to be held on October 4, 2001, the counting of the 3,100,000 shares of the Company's common stock issued on August 6, 2001, to the Kirkland S. & Rena B. Lamb Foundation in exchange for 1,500,000 shares of the Company's outstanding preferred stock. The Court denied without prejudice Mr. Jordan's motion for a preliminary injunction to prevent the Company from issuing any additional shares of the Company's common stock. The Court also denied the Company's motion to dismiss the litigation. On October 3, 2001, the Company appealed the District Court's issuance of the preliminary injunction to the United States Court of Appeals for the Sixth Circuit. On October 4, 2001, the Company filed an emergency motion for a stay of the District Court's preliminary injunction. That same day, a judge of the Court of Appeals issued an order enjoining the parties from holding any shareholders' meeting or conducting any shareholders' vote pending consideration by a regular three-judge motions panel of the appellate court of the Company's motion for a stay pending appeal of the Preliminary Injunction entered by the District Court. On October 25, 2001, the Court of Appeals granted the Company's motion to expedite the appeal. It has also issued an expedited briefing schedule for the appeal. On October 26, 2001, a three-judge panel of the Court of Appeals entered an order dissolving the temporary stay of the District Court's preliminary injunction granted on October 4, 2001, and denied the Company's motion for a stay of enforcement of the District Court's preliminary injunction while the appeal is pending. Because of the initial stay granted by the appellate court, the Company's Annual Meeting of Shareholders was not held on October 4 as had been scheduled. As required by applicable Florida corporate law, the Company will call a new shareholders' meeting and will set a new record date for that meeting. This matter was concluded when Mr. Jordan was re-elected as the sole officer and director of the Company on November 2, 2002. On September 15, 2003, a meeting of shareholders was held to elect directors, to approve the change in name of the Company to Gundaker/Jordan American Holdings, Inc., and to approve an increase in the number of authorized common shares from 20,000,000 to 20,000,000,000. Item 2. Changes in Securities None. 14 Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 31 Certification of Chief Executive Officer and Chief Financial and Accounting Officer of the Company Accompanying Periodic Reports pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (as filed herewith) 32 Certification of Chief Executive Officer and Chief Financial and Accounting Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (as filed herewith) (b) Reports on Form 8-K. None. 15 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. By: /s/ W. Neal Jordan Principal Executive Officer and Principal Financial and Accounting Officer Date: June 24, 2005 16 EX-31 2 ex31.txt EXHIBIT 31 EXHIBIT 31 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, W. Neal Jordan, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of GUNDAKER/JORDAN AMERICAN HOLDINGS, INC.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: June 24, 2005 /s/ W. Neal Jordan Principal Executive Officer Principal Financial and Accounting Officer EX-32 3 ex32.txt EXHIBIT 32 EXHIBIT 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. (the "Company") on Form 10-QSB for the period ending June 30, 2003, (the "Report"), I, W. Neal Jordan, Chief Executive Officer and Chief Financial and Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1) The Report fully complies with the requirement of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2) The information contained in the Report fairly presents, in all material respects, the Company's financial position and results of operations. June 24, 2005 /s/ W. Neal Jordan Chief Executive Officer and Chief Financial and Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----