<DOCUMENT>
<TYPE>10-K/A
<SEQUENCE>1
<FILENAME>firebrand_10k-amendment.txt
<DESCRIPTION>AMENDMENT TO 1/31/01 10K
<TEXT>




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

                                   FORM 10-K/A
                                Amendment No. 1


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

For the fiscal year ended January 31, 2001

                                       or

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

For the transition period from ________ to ________


                         Commission file number 0-21105

                         FIREBRAND FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)


          Delaware                                          13-3414302
--------------------------------                        --------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)


One State Street Plaza, New York, New York               10004
------------------------------------------               -----
(Address of principal executive offices)                 (Zip Code)

                                 (212) 208-6500
            ---------------------------------------------------------
              (Registrant's telephone number, including area code)

                                Explanatory Note
                                ----------------

The undersigned Registrant hereby amends its Annual Report on Form 10-K for the
fiscal year ended January 31, 2001 solely by replacing Note 18 of the
Consolidated Financial Statement contained in such Annual Report. Note 18
reports the unaudited Selected Quarterly Financial Data for fiscal years 2000
and 2001. This Amendment consists of Item 8, Financial Statements and
Supplementary Data, with the revised Note 18.




<Page>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                 FIREBRAND FINANCIAL GROUP INC. AND SUBSIDIARIES

                 Consolidated Statements of Financial Condition

<Table>
<Caption>
                                                                     -----------------  ------------------
                                  Assets                             January 31, 2001   January 31, 2000
                                                                     -----------------  ------------------
<S>                                                                    <C>                 <C>
 Cash and cash equivalents                                             $5,038,000          $4,140,000
 Receivable from broker dealers                                           140,000                   -
 Securities owned at market value                                       2,121,000             446,000
 Securities owned, not readily marketable, at fair value                   57,000           1,543,000
 Investment in affiliates                                               4,649,000           5,248,000
 Investment in discontinued operations                                  4,358,000          15,583,000
 Investment fees receivable                                               228,000           3,253,000
 Loans receivable                                                         355,000              27,000
 Office furniture, equipment and leasehold improvements, net              880,000             548,000
 Goodwill, net                                                             28,000              29,000
 Income taxes receivable                                                   79,000                   -
 Other assets                                                           1,805,000           1,117,000
                                                                      ----------------  ---------------
         Total Assets                                                 $19,738,000         $31,934,000
                                                                      ================  ===============
                   Liabilities and Stockholders' Equity

 Deferred tax liability                                                         -           3,145,000
 Income taxes payable                                                     627,000           1,028,000
 Payable to related parties                                             2,000,000                   -
 Accrued expenses and other liabilities                                 1,060,000             496,000
                                                                      ----------------  ---------------
                                                                        3,687,000           4,669,000
 Minority interests in net assets of subsidiary                         2,073,000                   -
 Liabilities subordinated to the claims of general creditors                    -             314,000
                                                                      ----------------  ---------------
         Total Liabilities                                              5,760,000           4,983,000
                                                                      ----------------  ---------------
 Common stock($.0001 par value; 35,000,000 shares authorized;
   9,209,875 shares issued; 8,661,118 and 8,629,213 shares
   outstanding, respectively)                                               1,000               1,000
 Additional paid-in capital                                            26,355,000          20,342,000
 Retained earnings                                                    (11,261,000)          9,206,000
 Accumulated other comprehensive income (loss)                            (22,000)            (51,000)
                                                                      ----------------  ---------------
                                                                       15,073,000          29,498,000
 Less treasury stock, at cost: 548,757 and
          580,662 shares respectively                                  (1,095,000)         (2,547,000)
                                                                      ----------------  ---------------
         Total Stockholders' Equity                                    13,978,000          26,951,000
                                                                      ----------------  ---------------
         Total Liabilities and Stockholders' Equity                   $19,738,000         $31,934,000
                                                                      ================  ===============
</Table>

          See accompanying notes to consolidated financial statements.


                                       1
<Page>



<Table>
<Caption>
                         FIREBRAND FINANCIAL GROUP, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Operations
                                                                             Year ended January 31,
                                                                -------------------------------------------------
                                                                 2001               2000              1999
                                                                ---------------  ---------------  ---------------
<S>                                                               <C>                 <C>              <C>
Revenues:
 Commissions                                                    $      --             699,000          994,000
 Investment banking                                               1,741,000            42,000          375,000
 Principal transactions                                          (1,811,000)        2,130,000         (127,000)
 Equity in earnings of unconsolidated affiliates                    234,000         3,669,000          288,000
 Asset management fees                                              593,000         3,264,000          453,000
 Interest                                                           468,000           152,000          274,000
 Other                                                            1,513,000           554,000        1,748,000
                                                                ---------------  ---------------  ---------------
  Total revenues                                                  2,738,000        10,510,000        4,005,000
                                                                ---------------  ---------------  ---------------
Expenses:
 Compensation and benefits                                        5,977,000           432,000          598,000
 Occupancy and equipment                                          1,110,000           290,000          269,000
 Communication                                                      103,000            71,000          135,000
 Brokerage, clearing and exchange fees                               13,000            17,000           23,000
 Professional fees                                                1,242,000           658,000          151,000
 Business development                                             2,394,000            58,000          352,000
 Write-down of Angeltips investment                               1,363,000              --               --
 Other                                                            1,802,000            28,000          482,000
                                                                ---------------  ---------------  ---------------
  Total expenses                                                 14,004,000         1,554,000        2,010,000
                                                                ---------------  ---------------  ---------------
  Income (loss) before income taxes                              (11,266,000)       8,956,000        1,995,000
Income tax expense (benefit)                                      (2,986,000)       4,261,000          731,000
                                                                ---------------  ---------------  ---------------
  Income (loss) from continuing operations                        (8,280,000)       4,695,000        1,264,000
Minority interest in operations of subsidiary                     (2,415,000)            --               --
                                                                ---------------  ---------------  ---------------
  Income (loss) before discontinued operations                    (5,865,000)       4,695,000        1,264,000
                                                                ---------------  ---------------  ---------------
Discontinued operations:
  Income (loss) from operations of GKN Securities Corp.
        net of income tax expense (benefit) of $432,000,
        ($299,000), and ($2,035,000), respectively               (12,471,000)       2,338,000        (7,228,000)
  Loss from operations of Shochet Holdings Corp.
        net of income tax (benefit) of $0, ($209,000), and
        ($107,000), respectively                                  (1,645,000)        (538,000)         (327,000)
  Loss from operations of the discontinued
     Institutional and Research segment, net of income tax
     (benefit) of $0, ($202,000), and ($377,000), respectively         --            (387,000)       (1,092,000)
  Loss from disposal of the Institutional and Research
    segment, net of income tax expense of $503,000                     --          (1,253,000)            --
                                                                ---------------  ---------------  ---------------
  (Loss) from discontinued operations                            (14,116,000)         160,000        (8,647,000)
                                                                ---------------  ---------------  ---------------
  Net income (loss)                                             $(19,981,000)       4,855,000        (7,383,000)
                                                                ===============  ===============  ===============
Basic earnings (loss) per common share:
 Earnings (loss) from continuing operations                     $      (0.66)            0.55             0.15
                                                                ===============  ===============  ===============
 (Loss) from discontinued operations                            $      (1.60)            0.02            (1.05)
                                                                ===============  ===============  ===============
 Net earnings (loss)                                            $      (2.26)            0.57            (0.90)
                                                                ===============  ===============  ===============
Diluted (loss) earnings per common share:
 Earnings (loss) from continuing operations                     $      (0.66)            0.54             0.15
                                                                ===============  ===============  ===============
 (Loss) from discontinued operations                            $      (1.60)            0.02            (1.05)
                                                                ===============  ===============  ===============
 Net earnings (loss)                                            $      (2.26)            0.56            (0.90)
                                                                ===============  ===============  ===============
Weighted average common shares outstanding - basic                 8,842,378        8,579,559        8,206,652
                                                                ===============  ===============  ===============
Weighted average common shares outstanding - diluted               8,842,378        8,689,729        8,206,652
                                                                ===============  ===============  ===============
</Table>

          See accompanying notes to consolidated financial statements.

                                       2
<Page>


                         FIREBRAND FINANCIAL GROUP, INC.
                                AND SUBSIDIARIES
           Consolidated Statements of Changes in Stockholders' Equity
                  Years ended January 31, 2001, 2000 and 1999

<Table>
<Caption>

                                          Preferred stock              Common stock        Additional
                                    ------------------------------------------------------  paid-in
                                       Shares          Amount      Shares       Amount      capital
                                    --------------  ------------------------- -------------------------
<S>                                  <C>              <C>          <C>               <C>      <C>
Balance at January 31, 1998          1,140,000        114,000      9,209,875         1,000    20,710,000
Net loss                                  --             --             --            --            --
Stock issued - compensation plan          --             --             --            --          (6,000)
Stock issued - sale                       --             --             --            --        (270,000)
Amortization of unearned
compensation                              --             --             --            --         588,000
Translation adjustment                    --             --             --            --            --
                                    ----------     ----------     ----------      --------    -----------
Balance at January 31, 1999          1,140,000        114,000      9,209,875         1,000    21,022,000
Net income                                --             --             --            --            --
Starting bonuses awarded                  --             --             --            --        (147,000)
Stock options exercised                   --             --             --            --        (109,000)
Forfeitures of stocks issued -
  compensation plan                       --             --             --            --         112,000
Stock issued - deferred
  compensation plan                       --             --             --            --         (93,000)
Stock issued - 401(k) plan                --             --             --            --        (131,000)
Preferred stock conversion            (100,800)       (10,000)          --            --         (61,000)
Cancellation of preferred stock     (1,039,200)      (104,000)          --            --        (894,000)

Note receivable                           --             --             --            --         121,000
Amortization of unearned
compensation                              --             --             --            --         522,000
Translation adjustment                    --             --             --            --            --
                                    ----------     ----------     ----------      --------    -----------
Balance at January 31, 2000               --      $      --        9,209,875   $     1,000    20,342,000

Net loss                                  --             --             --            --            --
Net proceeds from sale of
  EarlyBirdCapital.com stock              --             --             --            --      10,452,000
Minority interest -
EarlyBirdCapital.com                      --             --             --            --      (4,141,000)

Stock options exercised                   --             --             --            --         (22,000)
Forfeiture of stock issued -
   compensation plan                      --             --             --            --          17,000
Stock issued - 401(k) plan                --             --             --            --        (588,000)
Amortization of unearned
compensation                              --             --             --            --       1,445,000
Repurchase of stock for treasury          --             --             --            --            --
Stock issued - compensation plan          --             --             --            --      (1,150,000)
Translation adjustment                    --             --             --            --            --
                                    ----------     ----------     ----------      --------    -----------
Balance at January 31, 2001               --             --        9,209,875         1,000    26,355,000
                                    ==========     ==========     ==========     =========    ==========

                                                                               TABLE CONTINUED NEXT PAGE

          See accompanying notes to consolidated financial statements.

                                       3
<Page>

                         FIREBRAND FINANCIAL GROUP, INC.
                                AND SUBSIDIARIES
           Consolidated Statements of Changes in Stockholders' Equity
                  Years ended January 31, 2001, 2000 and 1999

                                                                                             CONTINUATION
<Caption>
                                                  Accumulated
                                                     other            Treasury stock
                                     Retained    comprehensive  ----------------------------
                                     earnings       income         Shares         Amount         Total
                                    -----------------------------------------  -----------------------------
<S>                                 <C>               <C>         <C>            <C>            <C>
Balance at January 31, 1998         11,734,000        (36,000)    (1,113,976)    (4,902,000)    27,621,000
Net loss                            (7,383,000)          --             --             --       (7,383,000)
Stock issued - compensation plan          --             --           15,000         66,000         60,000
Stock issued - sale                       --             --          300,000      1,320,000      1,050,000
Amortization of unearned
compensation                              --             --             --             --          588,000
Translation adjustment                    --           18,000           --             --           18,000
                                    ----------     -----------    -----------    -----------    -----------
Balance at January 31, 1999          4,351,000        (18,000)      (798,976)    (3,516,000)    21,954,000
Net income                           4,855,000           --             --             --        4,855,000
Starting bonuses awarded                  --             --           79,746        351,000        204,000
Stock options exercised                   --             --           66,631        294,000        185,000
Forfeitures of stocks issued -
  compensation plan                       --             --          (27,046)      (112,000)          --
Stock issued - deferred
  compensation plan                       --             --           34,676        153,000         60,000
Stock issued - 401(k) plan                --             --           48,179        212,000         81,000
Preferred stock conversion                --             --           16,128         71,000           --
Cancellation of preferred stock           --             --             --             --         (998,000)

Note receivable                           --             --             --             --          121,000
Amortization of unearned
compensation                              --             --             --             --          522,000
Translation adjustment                    --          (33,000)          --             --          (33,000)
                                    ----------     -----------    -----------    -----------    -----------
Balance at January 31, 2000          9,206,000        (51,000)      (580,662)  $ (2,547,000)    26,951,000
Net loss                           (19,981,000)          --             --             --      (19,981,000)
Net proceeds from sale of
  EarlyBirdCapital.com stock              --             --             --             --       10,452,000
Minority interest -
EarlyBirdCapital.com                      --             --             --             --       (4,141,000)
Stock options exercised                   --             --           27,053        120,000         98,000
Forfeiture of stock issued -
   compensation plan                      --             --           (3,916)       (17,000)          --
Stock issued - 401(k) plan                --             --          345,917        678,000         90,000
Amortization of unearned
compensation                              --             --             --             --        1,445,000
Repurchase of stock for treasury          --             --         (710,052)      (965,000)      (965,000)
Stock issued - compensation plan      (486,000)          --          372,903      1,636,000           --
Translation adjustment                    --           29,000           --             --           29,000
                                    ----------     -----------    -----------    -----------    -----------
Balance at January 31, 2001        (11,261,000)       (22,000)      (548,757)    (1,095,000)    13,978,000
                                    ==========     ===========     ==========    ===========    ===========
</Table>


          See accompanying notes to consolidated financial statements.


                                       4
<Page>


                 FIREBRAND FINANCIAL GROUP INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows

<Table>
<Caption>
                                                                         Years ended January 31,
                                                               -----------------------------------------------
                                                                     2001           2000           1999
                                                                -------------   ------------   ---------------
<S>                                                             <C>                <C>            <C>
Operating activities:
 Net (loss) income                                              $(19,981,000)      4,855,000      (7,383,000)
 Adjustments to reconcile net (loss) income to net
  cash provided by (used in) operating activities:
   Depreciation and amortization                                     238,000         738,000         369,000
   Incentive compensation Plan                                     1,445,000            --              --
   Equity in earnings of unconsolidated affiliates                  (234,000)     (3,669,000)       (288,000)
   (Income) loss from discontinued operations                     14,116,000      (1,800,000)      7,555,000
   Minority interest in the operations of subsidiary              (2,415,000)           --              --
   Write-off of investment in Angeltips.com                        1,363,000            --              --
   Loss (gain) on sale of subsidiaries                                  --           750,000         599,000
   Translation adjustment                                             29,000         (33,000)         18,000
   Others                                                           (184,000)        262,000          57,000
                                                                ------------     -----------       ---------
                                                                  (5,623,000)      1,103,000         927,000
 (Increase) decrease in operating assets:
  Investment management fees receivable                             (228,000)     (2,800,000)       (453,000)
  Receivable from brokers and dealers                               (140,000)        601,000        (349,000)
  Securities owned, at market value                               (1,675,000)       (358,000)         86,000
  Securities owned, not readily marketable                         1,486,000      (1,187,000)       (356,000)
  Loans receivable                                                  (328,000)         41,000         116,000
  Income taxes receivable                                            (79,000)         21,000         185,000
  Receivable from affiliates                                         380,000        (473,000)       (195,000)
  Other assets                                                      (369,000)       (512,000)        775,000
 Increase (decrease) in operating liabilities:
  Securities sold, not yet purchased                                    --          (135,000)        (60,000)
  Commissions payable                                                   --          (656,000)        194,000
  Income taxes payable                                              (401,000)      1,028,000            --
  Deferred tax liability                                          (3,145,000)      3,116,000          29,000
  Payable to affiliate                                             2,000,000            --              --
  Accrued expenses and other liabilities                             564,000         (70,000)       (248,000)
                                                                ------------     -----------       ---------
         Net cash (used in) provided by operating activities      (7,558,000)       (281,000)        651,000
                                                                ------------     -----------       ---------
Investing activities:
 Capital expenditure                                                (712,000)       (703,000)       (220,000)
 Investment in Angeltips.com                                      (1,018,000)           --              --
 Loan repayment (issuance) from (to) Shochet Holding               1,000,000        (500,000)           --
 Investment in Shochet Securities                                       --              --          (630,000)
 Capital contribution to GKN Securities                           (4,271,000)     (2,000,000)       (500,000)
 Liquidation of investment in limited partnership                       --            48,000       2,301,000
 Proceeds from sale of Institutional & Research                         --           875,000         666,000
                                                                ------------     -----------       ---------
         Net cash (used in) provided by investing activities      (5,001,000)     (2,280,000)      1,617,000
                                                                ------------     -----------       ---------
Financing activities:
 Proceeds from sale of EarlyBirdCapital.com stock                  9,977,000            --              --
 Proceeds from options exercised by employees                         98,000            --              --
 Issuance of EarlyBirdCapital.com stock to acquire
  Angeltips.com                                                      347,000            --              --
 Loan from Dalewood Associates L.P.                                4,000,000            --              --
 Sale (purchase) of treasury stock                                  (965,000)        185,000       1,050,000
 Common stock issued for preferred stock conversion                     --           (10,000)           --
 Repayment of subordinated debt                                         --           (94,000)       (176,000)
                                                                ------------     -----------       ---------
         Net cash provided by (used in) financing activities      13,457,000          81,000         874,000
                                                                ------------     -----------       ---------
         Net increase (decrease) in cash and cash equivalents        898,000      (2,480,000)      3,142,000
Cash and cash equivalents at beginning of year                     4,140,000       6,620,000       3,478,000
                                                                ------------     -----------       ---------
Cash and cash equivalents at end of year                        $  5,038,000       4,140,000       6,620,000
                                                                ============     ===========      ==========
</Table>

          See accompanying notes to consolidated financial statements.

                                       5

<Page>


                Firebrand Financial Group, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

                         January 31, 2001, 2000 and 1999

(1)      Organization and Recent Events

The consolidated financial statements include the activities of Firebrand
Financial Group Inc., and its subsidiaries (the "Company"). The Company is
primarily engaged in investment banking and asset management services. The
Investment Banking segment structures and manages private offerings for early
stage companies. The Asset Management segment provides asset management services
to investors through Dalewood Associates, Inc., the general partner of Dalewood
Associates, L.P. Dalewood Associates, L.P. is a private partnership which
invests primarily in venture stage, pre-IPO companies. The Company has recently
initiated two new financial services products: a collection business for
broker/dealers and a structured finance activity for public companies seeking
shelf financing.

During fiscal 2001, the company transferred the retail accounts of its wholly
owned GKN Securities Corp. full service brokerage subsidiary to other
broker/dealers, effectively terminating that activity. In December 2000, the
Company's Board approved a plan to dispose of its 53.5% interest in Shochet
Holding Corp ("Shochet"), whose principal operation, Shochet Securities,
provides discount retail brokerage services in South Florida. In fiscal 2001,
EarlyBirdCapital.com wrote off its investment in Angeltips.com Inc., and
recognized a loss of $1,363,000; said investment had been initiated earlier in
the current fiscal year. The write off represented management's assessment of
the impairment to value reflected by marked change in the environment for angel
websites.

The Company's consolidated financial statements have been prepared on a going
concern basis, which contemplates continuity of operations, realization of
assets and the liquidation of liabilities and commitments in the normal course
of business. The Company's operations for 2001 have consumed substantial amounts
of cash and have generated significant net losses, which have reduced
stockholders' equity to $13,978,000 at January 31, 2001. As noted above, many of
the product lines previously offered by the Company have been discontinued and
the Company anticipates that its revenues will be substantially lower in 2002
than in 2001. These matters raise substantial doubt about the Company's ability
to continue as a going concern. Management believes that the Company's future
success is dependent upon its ability to (i) complete a sale of its interest in
Shochet, (ii) streamline its operations to reduce costs, and (iii) generate new
sources of revenue. The Company has begun reducing costs and has expanded into
new lines of business.

(2)      Summary of Significant Accounting Policies

Basis of Presentation

All significant intercompany accounts and transactions are eliminated in
consolidation. Where appropriate, prior year amounts have been reclassified to
conform to the current year presentation.

The financial statements conform to generally accepted accounting principles
("GAAP"). The preparation of financial statements in conformity with GAAP
requires the Company to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

                                       6
<Page>

The Company's consolidated financial statements have been prepared on a going
concern basis, which contemplates continuity of operations, realization of
assets and the liquidation of liabilities and commitments in the normal course
of business. Significant net losses from operations and related circumstances at
January 31, 2001 raise substantial doubt about the Company's ability to continue
as a going concern. The appropriateness of using the going concern basis is
dependent upon, among other things, the sale of certain assets and future
profitable operations. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Fair Value of Financial Instruments

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

Cash and Cash Equivalents

Cash equivalents are highly liquid securities with maturities of three months or
less when purchased. As collateral to a furniture and equipment lease, the
company has maintained a restricted cash escrow account which equaled $2.5
million at January 31, 2001; at June 13, 2001, this escrow account had been
reduced to $955,000, reflecting a payoff of part of the lease, as disclosed in
Footnote 16.

Receivables from Brokers and Dealers

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

Securities

Securities owned and securities sold, not yet purchased, consist primarily of
equities and are stated at quoted market values. Securities owned, not readily
marketable, consist primarily of warrants and are stated at management's
estimate of fair value based on a percentage of the underlying securities.
Unrealized gains and losses are included in revenues from principal
transactions.

Investments in affiliates

Investments consist primarily of investments in limited partnerships, which are
accounted for using the equity method.

Depreciation and Amortization

Office furniture, equipment and leasehold improvements are stated at cost, net
of accumulated depreciation and amortization of $880,000 and $548,000 at January
31, 2001 and 2000, respectively. Office furniture and equipment are depreciated
using either an accelerated method or a straight-line method, where applicable,
over the estimated useful lives.

Leasehold improvements are amortized over the lesser of the life of the lease or
estimated useful life of the improvement.

                                       7
<Page>

Goodwill

Goodwill represents the excess of the purchase price over the net assets
acquired upon the Company's acquisition of Dalewood Associates, Inc.
("Dalewood") in December 1996. The goodwill is being amortized over 25 years on
a straight-line basis. Goodwill, net of accumulated amortization is $28,000 for
the year ended January 31, 2001.

Investment Banking Fees

Investment banking management and underwriting fee revenues are recognized when
the deal is complete and the income is reasonably determinable.

Stock-Based Compensation

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

Income Taxes

Deferred income taxes are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts and
existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using the enacted tax rates.
The effect on deferred taxes of a change in tax rates is recognized in income in
the period that includes the enactment date.

(3)     Discontinued Operations

GKN Securities

On November 28, 2000, the Company and its wholly owned subsidiary, GKN
Securities Corp. ("GKN"), and Investec Ernst & Company ("Investec"), entered
into an agreement ("Agreement"), under which certain brokers employed by GKN
were terminated by GKN on or about December 18, 2000 ("Transfer Date"). In turn,
on the Transfer Date, these brokers were offered employment by Investec, and GKN
affected an electronic transfer of these brokers' client accounts to Investec.
The transfer was part of the Company's strategy to focus its business on
investment banking services.

Under the Agreement, GKN will receive certain percentages of the gross
commissions generated by these brokers at Investec during the three-year period
beginning on the Transfer Date ("Override Fees"). These percentages are 6% in
the first year and 8% in each of the second and third years. Investec has
guaranteed that the Override Fees to be received by GKN shall be at least equal
to $500,000 in the first year, $400,000 in the second year and $300,000 in the
third year. Adjustments will be made on these guaranteed fees if commissions
fall below specified levels.

Similar agreements for a smaller number of accounts and brokers were reached
with Shochet Securities Corp. and EarlyBirdCapital, Inc., two broker-dealers in
which the Company has indirect majority stakes.

                                       8

<Page>


Shochet Holding

In February 2000, the Company loaned Shochet Holding Corp., the Parent company
of Shochet Securities, Inc., then a wholly owned subsidiary of the Company, $1.5
million. Shochet Holding repaid the $1.5 million in April 2000. In May 2000,
Shochet Holding repaid $1.0 million of a 1996 $1.0 million loan from Firebrand.
Shochet Securities still owes the Company $0.5 million from an August 1999
subordinated note.

In March 2000, Shochet Holding, through an SEC Form SB-2, registered and sold
1,045,000 shares of its common stock to the public in an initial public
offering. The offering, priced at $9 per share, raised approximately $8.0
million in net proceeds for Shochet Holding.

Following the closing of the offering of common stock, Shochet Holding
contributed $3 million to Shochet Securities as additional paid-in capital.

In December 2000, the Company's Board approved a plan to dispose of the
Company's 53.5% stake in Shochet Holding Corp.

GKN Securities Corp. and Shochet Holding Corp. have been accounted for on a
discontinued basis. Certain other GKN assets will be liquidated in an orderly
fashion; management does not expect a material loss as a result of the GKN
transaction.

Institutional and Research

On June 25, 1999, the Company discontinued the operations of its Institutional
and Research segment and sold certain assets, including the name "Southeast
Research Partners, Inc.," of the discontinued segment, to Ryan Beck & Co., Inc.,
a subsidiary of BankAtlantic Bancorp, Inc., a publicly held thrift holding
company for $1,914,000. Proceeds from the sale consist of $875,000 in cash and
1,039,200 shares of Series A Preferred Stock with a stated value of $1,039,200.
The Company recognized a loss of $750,000 and $1,253,000 before and after tax,
respectively. Southeast was then renamed EarlyBirdCapital.com, Inc., and then to
EarlyBirdCapital, Inc.

On-site Day Trading

During the quarter ended July 31, 1999, the Company discontinued the operations
of Shochet's On-site Day Trading segment, which are included in Shochet Holding
results in chart below.









                                       9
<Page>


Income (loss), net of income tax, from operations of discontinued segments and
(loss) on disposal of such segments is summarized below:

<Table>
<Caption>
                                          2001            2000             1999
                                          ----            ----             ----
<S>                                  <C>             <C>              <C>
Income (loss), net of income tax,
from operations of discontinued
segments
  GKN Securities                      $(12,471,000)   $  2,338,000    $ (7,228,000)
  Shochet Holding                       (1,645,000)       (538,000)       (327,000)
  Institutional and Research                  --          (387,000)     (1,092,000)
                                      -------------   ------------    -------------
                                      $(14,116,000)   $  1,413,000    $ (8,647,000)
(Loss) on disposal on Institutional
and Research segment, net of tax              --        (1,253,000)           --
                                      -------------   ------------    -------------

Income(Loss) from discontinued
operations                            $(14,116,000)   $    160,000    $ (8,647,000)
                                      =============   ============    =============

Total revenue from operations of discontinued segments in 2001, 2000 and 1999
were as follows:

                                          2001            2000             1999
                                          ----            ----             ----
GKN Securities                       $ 26,528,000    $49,161,000       $29,894,000
Shochet Holding                         8,200,000      8,112,000         7,753,000
Institutional and Research                  --         4,169,000        10,199,000
                                      -------------   ------------    -------------
                                     $ 34,728,000    $61,442,000       $47,846,000
                                      =============   ============    =============
</Table>


Other Business Divestitures

On October 1, 1998, the Company sold its 60% majority owned ownership interest
in one of its Swiss subsidiaries, GKN Asset Management AG to a Swiss investor
for 1,000,000 Swiss francs, or $728,000. The Company recognized a gain of
$599,000 on the sale, which is included in other income in the accompanying
consolidated statement of operations for the year ended January 31, 1999.

On December 31, 1998, the Company reduced its investment in Dalewood Associates,
LP. The reduction resulted in no gain or loss.

(4)     Minority Interest

In February 2000, EarlyBirdCapital.com Inc. changed its name to
EarlyBirdCapital, Inc. ("EarlyBirdCapital"). At the same time, the Company
contributed its 100% ownership of the EarlyBirdCapital, Inc. to a new holding
company, EarlyBirdCapital.com Inc. ("EarlyBirdCapital.com, Inc.") in exchange
for a 100% ownership in the new holding company.

Subsequently, EarlyBirdCapital.com Inc. sold 2,200,000 shares of its Series A
Convertible Preferred Stock to a combination of institutional and individual
investors. Net proceeds of the sale to EarlyBirdCapital.com Inc. were
approximately $10,452,000. Following this transaction, Firebrand holds a 63.6%
stake in EarlyBirdCapital.com Inc.

                                       10
<Page>

Upon the closing of the sale of the preferred stock EarlyBirdCapital.com Inc.
contributed $5 million to EarlyBirdCapital as additional paid in capital.

As part of the offering, EarlyBirdCapital.com Inc. issued stock options to
employees and advisors for 9,045,000 shares of stock (adjusted for 5-for-1 stock
split in November, 2000). These options vest over three years and have a
ten-year life and an exercise price of $1 per share (adjusted).

EarlyBirdCapital.com issued, in connection with the Angeltips.com Inc.
acquisition in August 2000, 1,129,623 shares (adjusted for 5-for-1 split) of
EarlyBirdCapital.com common stock. At the time of the write off of the Angeltips
investment in December 2000, a settlement was made with the Angeltips
principals, by which 782,940 shares were recaptured. Following the Angeltips
transaction, Firebrand holds a 63.6% stake in EarlyBirdCapital.com.

(5)      Related Party Transactions

Loans receivable from officers were $355,000 and $27,000 in 2001 and 2000,
respectively.

GKN, which is considered discontinued in this report, wrote off $489,000 in
employee receivables in fiscal 2001, whose collection is considered doubtful.

(6)      Segment and Geographic Area Information

Subsequent to the discontinuance of operations as discussed in note 3, the
Company's remaining continuing product lines, investment banking and asset
management services, are directed by a common management team. As such, no
segment reporting by business line is presented.

The Company's principal operations are located in the United States. The Company
maintains an office in Europe.

 (7)     Commitments and Contingencies

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

                          Year ending
                          January 31,                   Amount
                  -------------------------         -------------
                             2002                    $ 1,022,000
                             2003                      1,032,000
                             2004                        786,000
                             2005                        755,000
                          Thereafter                   5,874,000
                                                   -------------
                            Total                    $ 9,469,000
                                                   =============

Total occupancy and equipment expense was $1,110,000, $290,000, and $269,000 in
fiscal years 2001, 2000 and 1999, respectively.

                                       11

<Page>

The Company's broker-dealer subsidiaries are involved in various other legal
proceedings arising from its securities activities. GKN Securities held a $1.8
million reserve for such legal matters at January 31, 2001. Management believes
that resolution of these proceedings will have no material adverse effect on the
Company's consolidated financial position or results of operations, after
consideration of such reserves.

(8)      Employee Benefits

The Company has a defined contribution plan (the "Defined Plan"), covering
substantially all employees meeting certain eligibility requirements. The
company makes discretionary matching contributions to the Defined Plan annually,
which amounted to $180,000, $153,000, and $170,000 for fiscal years 2001, 2000,
and 1999, respectively.

In addition, GKN Securities, adopted a deferred compensation plan in March 1998,
which was amended and then subsequently adopted by the Company, pursuant to
which, management level employees or highly compensated employees of the
Company, or its affiliates, may defer a percentage of his or her compensation
for a fiscal year. The maximum deferral percentage is based upon the employee's
prior year's annual production, calculated in accordance with a formula set
forth in the deferred compensation plan, and his or her years with the Company
or its affiliates. Based upon the actual deferral percentage by the employee,
the Company will match the dollar amount of such deferral with a like amount of
the Company's Common Stock.

The related Company matching contribution of our common stock has a three-year
vesting period commencing at the end of the applicable deferral year. However,
by special board resolution in December 2000, all unvested stock outstanding at
that point associated with this program was vested as of December 13, 2000. The
Company anticipates returning to the normal vesting schedule for future grants.

The Company deposits the deferred compensation and matching shares in the
deferred account balance. However, the deferred account balances are considered
to be unfunded until they are vested and distributed to the employee because
until then, they are subject to forfeiture upon the occurrence of certain events
as referenced in the deferred compensation plan.

 (9)     Income Taxes

The components of income tax (benefit) expense relative to continuing operations
were as follows for the fiscal years ended January 31st:

<Table>
<Caption>
                                 2001            2000         1999
                             ------------   -------------    ---------
<S>     <C>                 <C>              <C>             <C>
        Current
            Federal         $   (549,000)       625,000       412,000
            State and local      708,000        520,000       154,000
                             ------------   -------------     --------
                                 159,000      1,145,000       566,000
         Deferred             (3,145,000)     3,116,000       165,000
                             ------------   ------------      --------
                           $  (2,986,000)     4,261,000       731,000
                             ===========     ==========       ========
</Table>

                                       12
<Page>


The effective tax rates reflected in the consolidated financial statements
differ from the statutory federal income tax rate as follows:

<Table>
<Caption>
                                               2001     2000      1999
                                           ---------  -------    -------
<S>                                         <C>        <C>       <C>
        Statutory tax rate                  (34.00)    34.00     34.00
        State and local taxes, net of
           federal tax benefit                4.15      3.83      5.09
        Change in valuation allowance         8.06      9.74         0
        Other                                (4.72)        0     (2.45)
                                           ---------  -------   --------
                   Effective tax rate       (26.51)    47.57     36.64
                                           =========  =======   ========
</Table>


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

The net deferred tax liabilities at January 31, 2001 and 2000 are comprised as
follows:

<Table>
<Caption>
                                                 2001              2000
                                               -----------      ---------
<S>                                            <C>               <C>
    Gross deferred tax asset:
        Net operating loss carry forwards      $7,949,000        1,609,000
        Depreciation and amortization                   -          339,000
        Reserve for contingencies                 810,000          305,000
        Deferred Compensation and other           478,000        1,017,000
                                               ------------     -----------
          Total gross deferred tax asset        9,237,000        3,270,000
    Less:  valuation allowance                 (8,551,000)      (2,233,000)
                                               ------------     -----------
          Net deferred tax asset                  686,000        1,037,000
                                               ------------     ----------
    Gross deferred tax liability:
        Unrealized gains on securities           (686,000)      (4,102,000)
        Other                                           -          (80,000)
                                               ------------     ----------
           Total gross deferred tax liability    (686,000)      (4,182,000)
                                               ------------     ----------
           Net deferred tax liability          $        0       (3,145,000)
                                               ===========      ==========
</Table>


The Company files consolidated federal and combined New York State and New York
City income tax returns with certain of its subsidiaries. As a result of the
changes in stock ownership, EarlyBirdCapital.com Inc. will file separate
consolidated federal and combined New York State and New York City income tax
returns and Shochet Holding Corp files a separate consolidated Federal income
tax return beginning in 2001. The company has a consolidated net operating loss
carryover of $9,672,000, EarlyBirdCapital.com Inc. has a consolidated net

                                       13

<Page>

operating loss carryover of $4,760,000 and Shochet Holding Corp has a
consolidated net operating loss carryover of $1,618,000. All of the carryovers
expire in 2021.

(10)     Stockholders' Equity

During the fiscal year ended January 31, 2001 the Company repurchased a total of
500,200 shares of its common stock, in connection with a repurchase plan
announced in November 2000.

In addition, the Company also repurchased 209,852 shares of its Common Stock
throughout the year.

In fiscal 2001, the Company distributed 345,917 shares of treasury stock for its
401(k) plan and 372,903 for its incentive compensation plan.

(11)     Comprehensive Income

The Company has adopted SFAS No. 130, "Reporting Comprehensive Income", which
establishes standards for the reporting and display of comprehensive income and
its components. Total comprehensive income measures all charges in stockholders'
equity resulting from transactions of the period, other than transactions with
stockholders.

The components of comprehensive income are as follows for the years ended
January 31, 2001, 2000 and 1999:

<Table>
<Caption>
                                                2001          2000       1999
                                            ------------   ---------- ----------
<S>                                        <C>             <C>       <C>
 Net income (loss)                         $(19,981,000)   4,855,000 (7,383,000)
 Other comprehensive income (loss):
 Foreign currency translation adjustments        29,000      (33,000)    18,000
                                           ------------   ---------- ----------
Total comprehensive income (loss)          $(19,952,000)   4,822,000 (7,365,000)
                                           ============   ========== ==========
</Table>

(12)    Stock Compensation Plans

At January 31, 2001, the Company has two stocked-based compensation plans, which
are described below. The Company has also granted stock options outside of the
plans.

1991 Employee Incentive Plan

The Company's 1991 Employee Incentive Plan (the "1991 Plan") provides for the
issuance of stock, stock options and other stock purchase rights to executive
officers, other key employees and consultants of the Company and its
subsidiaries. The Company may grant options for up to five million shares of
common stock under the 1991 Plan. The options may qualify as incentive stock
options under Section 422 of the Internal Revenue Code of 1986, (the "Code"), as
amended. The exercise price of each option granted under the 1991 Plan is
determined by the Company's Board of Directors at the time of grant. Under the
Code, the exercise price of incentive stock options must be at least equal to
the fair market value of the Company's stock on the date of grant. The exercise
price of nonqualified options must be at least equal to 65% of the fair market
value of the Company's stock on the date of grant. The vesting period is at
least one year for all grants and incentive stock options have maximum terms of
10 years and nonqualified options have maximum terms of 13 years.

                                       14
<Page>

The Company has adopted the disclosure-only provisions of SFAS 123. Accordingly,
no compensation cost has been recognized for stock options granted under or
outside of the 1991 Plan. Had compensation cost been determined based on the
fair value at the grant dates for stock option awards consistent with the method
of SFAS 123, the Company would have reported the following net (loss) income and
earnings per share ("EPS").

<Table>
<Caption>
                                            2001         2000          1999
                                     -------------- -----------    -----------
<S>                     <C>          <C>              <C>           <C>
     Net (loss) income  As reported  $ (19,981,000)   4,855,000     (7,383,000)
                        Pro forma      (18,176,000)   4,015,000     (7,788,000)

     Basic EPS          As reported        $ (2.26)        0.57          (0.90)
                        Pro forma            (2.06)        0.47          (0.95)

     Diluted EPS        As reported        $ (2.26)        0.56          (0.90)
                        Pro forma            (2.06)        0.46          (0.95)
</Table>

In April 1998, the Company offered employees holding certain options having an
exercise price of $4.50 to $6.00 the opportunity to convert their options into
new options for a fewer number of shares, but with a lower exercise price.
Options for 181,000 shares were canceled and new options for 103,000 shares were
granted in the conversion.

The Company has also granted stock options outside of the 1991 Plan. The stock
options are authorized under specific agreements when the Company enters into
employment agreements or when a director joins the Board of Directors. The
number of shares subject to options, the exercise price, vesting, termination
and other provisions of such awards are determined by the Board of Directors and
specified in each individual stock option agreement. At January 31, 2001,
options granted outside of the Plan to purchase a total of 30,000 shares of
common stock were outstanding.

A summary of the status of the Company's 1991 Plan and other options granted
outside of the 1991 Plan as of January 31, 2001, 2000 and 1999, and changes
during the fiscal years then ended is presented below:

<Table>
<Caption>
                                       2001                   2000     1999
                               ---------------------------- --------  -------
                                               Weighted-
                               Shares            average      Shares   Shares
   Stock options               (000)         exercise price    (000)   (000)
---------------------          ----------    -------------- --------  -------
<S>                            <C>          <C>             <C>       <C>
Outstanding at
   beginning of year             1,700       $     4.24       1,070    1,196
Granted                            115             2.01         960      322
Exercised                          (27)            3.63         (55)       -
Forfeited                         (589)            4.36        (146)    (267)
Vested and expired                 (20)            4.36         (94)       -
Other                                -               -          (35)    (181)
                               --------                     --------  -------
Outstanding at end of year       1,179       $     3.97       1,700    1,070
                               ========                     ========  =======
Options exercisable
   at year-end                     739
                               ========
Weighted-average fair
   value of options granted
   during the year                0.40
                               ========
</Table>

                                       15
<Page>

The following table summarizes information about stock options outstanding at
January 31, 2001:

<Table>
<Caption>
                                         Weighted
                                          average       Weighted                           Weighted
                            Number       remaining      average            Number           average
    Range of             outstanding    contractual     exercise        exercisable        exercise
 exercise prices          at 1/31/01       life          price          at 1/31/01          price
---------------------  ---------------  -----------     --------    --------------   --------------
                        (in thousands)                                (in thousands)
<S>                          <C>          <C>              <C>                <C>            <C>
  $1.54 to $2.20             190          6.00             2.08               80             2.13
   3.13 to 4.31              543          8.04             3.73              284             3.72
   4.50 to 6.13              446          3.85             5.18              375             5.18
                        --------------                              -------------
                            1,179                                            739
                        ==============                              =============
</Table>


1996 Incentive Compensation Plan

The Company's 1996 Incentive Compensation Plan provides for a portion of annual
incentive awards payable to executive management and business unit managers to
be made in restricted shares of the Company's common stock. All awards are
subject to a minimum three-year vesting period. The maximum number of shares
that may be awarded under the plan is one million. As of January 31, 2001,
approximately 373,000 shares had been awarded. The Company recognized $1,445,000
and $522,000 of compensation expense for stock awards vested under this plan for
the fiscal years ended January 31, 2001 and 2000, respectively. Common stock
issued under this plan in 1997 vested normally in March, 2000, and by board
resolution, shares issued in April 2000 vested in December, 2000.

Non-Employee Stock Compensation

EarlyBirdCapital.com Inc. has issued 2.67 million options in
EarlyBirdCapital.com stock to advisors. Each option has a 10-year life and an
exercise price of $1.00 per share.

(13)     Earnings Per Common Share

In March 1997, the FASB issued SFAS No. 128, "Earnings per Share" ("SFAS 128").
This statement changes the calculation and presentation of EPS. The new
presentation consists of basic EPS, which includes no dilution and is computed
by dividing net income by the weighted-average number of common shares
outstanding for the period, and diluted EPS, which is similar to the previously
disclosed fully diluted EPS. SFAS 128 will result in basic EPS results higher
than EPS as calculated under the previous method. All earnings per share amounts
for all periods have been presented, and where appropriate, restated to conform
to the SFAS 128 requirements. For the fiscal years ended January 31, 1999 and
1998, common stock equivalents, consisting of stock options and warrants, were
not included in the computation of diluted EPS, as the inclusion of such shares
would be anti-dilutive due to the Company's net loss for each year.

                                       16
<Page>


The following table sets forth the computation of basic and diluted EPS:

<Table>
<Caption>
                                                   2001             2000            1999
                                              --------------    ----------     ------------
<S>                                           <C>               <C>            <C>
Numerator for basic and diluted EPS:
   Income (loss) from continuing
   operations                                 $  (5,865,000)     4,695,000       1,264,000
                                               ============      ==========     ===========
   Income (Loss) from
   discontinued operations                    $ (14,116,000)       160,000      (8,647,000)
                                               ============      =========      ===========
   Net income (loss)                          $ (19,981,000)     4,855,000      (7,383,000)
                                               ============      =========      ===========
Denominator for basic EPS:
   Weighted-average common shares                 8,842,378      8,579,559       8,206,652
   Dilutive stock options                                 -        110,170               -
                                               ------------     ----------      -----------
Denominator for diluted EPS:                      8,842,378      8,689,729       8,206,652
                                               ============     ==========      ===========
Basic EPS:
   Earnings (loss) from
   continuing operations                        $     (0.66)         0.55             0.15
                                               ============     ==========      ==========
   (Loss) from discontinued operations                (1.60)         0.02            (1.05)
                                               ============     ==========      ===========
   Net earnings (loss)                          $     (2.26)         0.57            (0.90)
                                               ============     ==========      ===========
Diluted EPS:
   Earnings (loss) from
   continuing operations                       $      (0.66)         0.54             0.15
                                               ============     ==========      ===========
    (Loss) from discontinued operations        $      (1.60)         0.02            (1.05)
                                               ============     ==========      ===========
   Net earnings (loss)                         $      (2.26)         0.56            (0.90)
                                               ============     ==========      ===========
</Table>

 (14)    Concentration of Credit Risk and Off-Balance Sheet Risk

In the normal course of business, the Company's broker-dealer subsidiaries
execute securities transactions on behalf of customers through a clearing
broker. The execution of these transactions includes the purchase and sale of
securities, including the sale of securities not currently owned. These
activities expose the Company to off-balance sheet risk in the event that
customers fail to fulfill their contractual obligations and margin requirements
are not sufficient to fully cover losses. The Company is obligated to its
clearing broker for losses sustained from the Company's customers. Should a
customer fail to deliver cash or securities as agreed, the Company may be
required to purchase or sell securities at unfavorable market prices. The
Company limits its risk by requiring customers to maintain margin collateral
that is in compliance with regulatory and internal guidelines and by making
credit inquiries when establishing customer relationships.

                                       17
<Page>

Securities sold, not yet purchased, represent the Company's obligations to
deliver specified securities at contracted prices. The Company is exposed to
risk of loss if securities prices increase prior to closing the transactions.

(15)     Net Capital Requirements

EarlyBirdCapital is a registered broker-dealer with the Securities and Exchange
Commission (the "SEC") and member firms of the National Association of
Securities Dealers ("NASD"). As such, EarlyBirdCapital is subject to the SEC's
Uniform Net Capital Rule (SEC rule 15c3-1), which requires the maintenance of
minimum net capital.

EarlyBirdCapital computes net capital under the standard aggregate indebtedness
method permitted by the net capital rule, which requires that the ratio of
aggregate indebtedness to net capital, both as defined, shall not exceed 15 to
1. At January 31, 2001, EarlyBirdCapital had net capital of $877,000, which was
$777,000 in excess of its required net capital of $100,000. EarlyBird's ratio of
aggregate indebtedness to net capital was 0.50 to 1.

(16)    Subsequent Events

On November 29, 2000, the company was notified that its common stock had failed
to maintain a minimum market value of public float of $5 million and a minimum
bid price of $1.00 over the previous 30 consecutive trading days as required by
the Nasdaq National Market. The company was given until February 27, 2001 to
regain compliance. On February 28, the company received notice of Nasdaq's
intention to delist, which the company appealed. At a hearing on April 6, 2001,
the Company presented its appeal but it was denied on May 1, 2001 and the
company's stock now trades on the NASD OTC Bulletin Board.

On April 1, 2001, the Company terminated a furniture and equipment lease with GE
Capital by making a payment of $1,819,000 and acquiring the furniture. This
payment also allowed the release of $1,565,000 in escrowed funds.


(17)     Supplemental Cash Flow Information
<Table>
<Caption>
                                                  Year ended January 31,
                                             ---------------------------------
                                                 2001       2000      1999
                                             -----------   -------  ---------
<S>                                         <C>           <C>       <C>
Cash paid for:
   Income taxes                              $   375,000    37,400   230,000
                                             ===========   =======   =======
   Interest                                  $         0     9,000     9,000
                                             ===========   =======   =======
Noncash financing transactions:
   Treasury stock issued for
   Incentive Compensation Plan & bonuses     $      --     204,000    60,000
                                             ===========   =======   =======
   Treasury stock issued for
   401(k) Plan                               $    90,000    81,000      --
                                             ===========   =======   =======
   Treasury stock issued for
   Deferred Compensation Plan                $      --      60,000      --
                                             ===========   =======   =======
    Asset distribution from
   unconsolidated affiliate                  $ 2,000,000      --        --
                                             ===========   =======   =======
</Table>


                                       18
<Page>



(18)   Selected Quarterly Financial Data (Unaudited)

<Table>
<Caption>
                                                                                2001
                                                    ---------------------------------------------------------------
                                                        FOURTH         THIRD            SECOND           FIRST
----------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>            <C>            <C>              <C>
Income (loss) from continuing operations             $  (5,037,000)  $(4,506,000)     $   2,514,000    $ (1,251,000)
Minority interest in operations of subsidiary        $    (947,000)  $  (754,000)     $    (132,000)       (582,000)
---------------------------------------------------------------------------------------------------------------------
Income (loss) before discontinued operations         $  (4,090,000)  $(3,752,000)     $   2,646,000    $   (669,000)
Income (loss) from discontinued operations           $  (6,173,000)  $(2,210,000)     $  (5,091,000)   $   (642,000)
--------------------------------------------------------------------------------------------------------------------
Net income (loss)                                    $ (10,263,000)  $(5,962,000)     $  (2,445,000)   $ (1,311,000)
--------------------------------------------------------------------------------------------------------------------
Basic earnings (loss) per common share:
     Earnings (loss) from continuing operations      $       (0.46)  $     (0.42)     $        0.30    $      (0.08)
     Earnings (loss) from discontinued operations    $       (0.70)  $     (0.25)     $       (0.58)   $      (0.07)
--------------------------------------------------------------------------------------------------------------------
     Net earnings (loss)                             $       (1.16)  $     (0.67)     $       (0.28)   $      (0.15)
--------------------------------------------------------------------------------------------------------------------
Diluted earnings (loss) per common share:
     Earnings (loss) from continuing operations      $       (0.46)  $     (0.42)     $        0.30    $      (0.08)
     Earnings (loss) from discontinued operations    $       (0.70)  $     (0.25)     $       (0.58)   $      (0.07)
--------------------------------------------------------------------------------------------------------------------
     Net earnings (loss)                             $       (1.16)  $     (0.67)     $       (0.28)   $      (0.15)
--------------------------------------------------------------------------------------------------------------------

                                                                                2000
                                                 ------------------------------------------------------------------
                                                            FOURTH          THIRD         SECOND          FIRST
-------------------------------------------------------------------------------------------------------------------
Income (loss) from continuing operations            $    4,276,000   $  (492,000)     $     855,000   $     56,000
Minority interest in operations of subsidiary                 --             --               --             --
------------------------------------------------------------------------------------------------------------------
Income (loss) before discontinued operations        $    4,276,000   $  (492,000)     $     855,000   $     56,000
Income (loss) from discontinued operations          $    5,304,000   $(3,155,000)     $  (2,550,000)  $    561,000
------------------------------------------------------------------------------------------------------------------
Net income (loss)                                   $    9,580,000   $(3,647,000)     $  (1,695,000)  $    617,000
------------------------------------------------------------------------------------------------------------------
Basic earnings (loss) per common share:
     Earnings (loss) from continuing operations     $         0.50   $     (0.06)     $        0.10   $       0.01
     Earnings (loss) from discontinued operations   $         0.62   $     (0.36)     $       (0.30)  $       0.07
------------------------------------------------------------------------------------------------------------------
     Net earnings (loss)                            $         1.12   $     (0.42)     $       (0.20)  $       0.08
------------------------------------------------------------------------------------------------------------------
Diluted earnings (loss) per common share:
     Earnings (loss) from continuing operations     $        0.49    $     (0.06)     $        0.10   $       0.01
     Earnings (loss) from discontinued operations   $        0.61    $     (0.36)     $       (0.30)  $       0.06
------------------------------------------------------------------------------------------------------------------
     Net earnings (loss)                            $        1.10    $     (0.42)     $       (0.20)  $       0.07
------------------------------------------------------------------------------------------------------------------

</Table>

                                      19


<Page>




                          Independent Auditors' Report


The Board of Directors
Firebrand Financial Group, Inc.:


We have audited the accompanying consolidated statements of financial condition
of Firebrand Financial Group, Inc. as of January 31, 2001 and 2000, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the years in the three year period ending January 31, 2001.
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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

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

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company's operations for fiscal 2001 have consumed
substantial amounts of cash and have generated significant net losses which
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ KPMG LLP

KPMG LLP

July 3, 2001, except as to Note 18 (Unaudited), which is as of August 31, 2001





                                       20
<Page>



                                   SIGNATURES

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

Date: August 31, 2001                 Firebrand Financial Group, Inc.

                                      By:   /s/ John P. Margaritis
                                          --------------------------------
                                          John P. Margaritis
                                          Chairman of the Board, President,
                                          Chief Executive Officer (Principal
                                          Executive Officer)


                                           /s/ Peter Kent
                                      By:  ---------------------------------
                                           Peter Kent
                                           Chief Financial Officer
<Page>


                                  Exhibit Index

Exhibit No.       Document
----------        ----------

23.1              Consent of KPMG LLP, dated August 31, 2001







                                       21

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</DOCUMENT>
