JB Oxford Holdings Inc – ‘10-Q’ for 3/31/95

As of:  Monday, 5/15/95   ·   For:  3/31/95   ·   Accession #:  816330-95-4   ·   File #:  0-16240

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Quarterly Report   —   Form 10-Q
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549 

FORM 10-Q 
(Mark One)                                                                      
[X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE             
SECURITIES EXCHANGE ACT OF 1934 
For the quarterly period ended MARCH 31, 1995       
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 0-16240      

JB OXFORD HOLDINGS, INC.      
-----------------------------------------------------     
(Exact name of registrant as specified in its charter)      

UTAH                                         95-4099866                       
(State of incorporation or organization)    (I.R.S. Employer ID No.)          

9665 Wilshire Blvd., #300;                                                    
Beverly Hills, CA                            90212                            
(Address of principal executive offices)    (Zip Code)                        

Registrant's telephone number               (310) 777-8888                    

Securities registered pursuant to Section                                     
12(b) of the Act:                           None                              
Securities registered pursuant to Section   Common stock, $0.01 par           
12(g) of the Act:                           value:  6,432,983 shares          
                                     outstanding at May 10, 1995

Name of each exchange on which registered   NASDAQ                            

Indicate by check mark whether the Registrant (l) has filed all reports   
required to be filed by Section l3 or l5(d) of the Securities Exchange Act      
of l934 during the preceding 12 months and (2) has been subject to such         
filing requirements for the past 90 days.  Yes   X   No                         
                          -----    ---

The aggregate market value of the voting stock held by non-affiliates     
of the registrant at May 10, 1995 was approximately $4,511,976 such amount      
computed as the average bid and asked prices of stock as of May 10, 1995.       

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PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS                                                  

JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                   March 31, 1995     December 31,
                                 (Unaudited)          1994
                                   ---------------- ----------------

ASSETS:                                                                         
Cash and cash equivalents                  $  13,855,229   $      156,984       
Cash and cash equivalents segregated                                            
under federal and other regulations          11,741,931        9,669,533      
Receivable from broker/dealers and                                              
clearing organizations                       18,529,604       16,492,065      
(Net of allowance for doubtful accounts                                       
of $2,103,802)                                                                
Receivable from customers                                                       
(Net of allowance for doubtful accounts                                       
of $4,112,762 and $4,119,204)                79,530,955       54,685,994      
Other receivables                                                               
(Net of allowance for doubtful accounts         749,952          636,730      
of $1,815,014)                                                                
Securities owned - at market value             2,648,625        1,467,545       
Furniture, equipment and leasehold                                              
improvements                                                                  
(At cost - less accumulated depreciation      1,362,612        1,381,386      
and amortization of $1,573,509 and                                            
$1,472,158)                                                                   
Income taxes refundable                          359,000          359,000       
Deferred income taxes                                                           
(Net of valuation allowance of                1,774,652        1,774,652      
$1,615,618)                                                                   
Other assets                                     858,413          909,557       
                                  ---------------  ---------------

TOTAL ASSETS                               $ 131,410,973    $  87,533,446       
                                  ===============  ===============

See accompanying notes to Consolidated Financial Statements.

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JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                   March 31, 1995     December 31,
                                 (Unaudited)          1994
                                  ---------------  ---------------

LIABILITIES AND STOCKHOLDERS' DEFICIT:                                          
LIABILITIES:                                                                  
Payable to broker/dealers and clearing  $   27,047,053   $   10,926,802     
organizations                                                             
Payable to customers                        89,554,551       55,030,181     
Securities sold not yet purchased - at         468,212          160,760     
market value                                                              
Accounts payable and accrued                 5,440,870        4,006,078     
liabilities                                                               
Notes payable                                  406,275       13,917,802     
Loans from stockholders                      7,083,405        4,090,905     
Loans subordinated to the claims of          2,000,000              --      
general creditors                                                         
                                  ---------------  ---------------
TOTAL LIABILITIES                           132,000,366       88,132,528      
                                  ---------------  ---------------

COMMITMENTS AND CONTINGENT LIABILITIES                                        
STOCKHOLDERS' DEFICIT:                                                        
Common stock ($.01 par value                                                
100,000,000 shares authorized                  64,330           64,330    
6,432,983 shares issued and                                               
outstanding)                                                              
Additional paid-in capital                   7,525,074        7,525,074     
Accumulated deficit                         (8,178,797)      (8,188,486)    
                                  ---------------  ---------------
TOTAL STOCKHOLDERS' DEFICIT                    (589,393)        (599,082)     
                                  ---------------  ---------------
TOTAL LIABILITIES AND STOCKHOLDERS'                                           
DEFICIT                                   $ 131,410,973   $   87,553,446      
                                  ===============  ===============

See accompanying notes to consolidated financial statements 

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JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF OPERATIONS 
(UNAUDITED) 

                                 For The Three Months Ended March 31
                                    1995              1994
                                  ---------------  ---------------

REVENUES:                                                                       
Clearing and execution                  $     2,093,518  $    2,731,282       
Trading profits                                 734,328          860,545      
Commissions                                   1,140,296        1,692,382      
Valuation                                           --           387,080      
Interest                                      1,169,865          617,630      
Other                                           127,055          101,514      
                                  ---------------  ---------------
Total Revenues                                5,265,062        6,390,433      
                                  ---------------  ---------------
EXPENSES:                                                                       
Employee compensation                         1,073,518        1,500,923      
Commission expense                              533,941        1,421,252      
Clearing and floor brokerage                    484,043          579,498      
Communications                                  519,999          650,588      
Occupancy                                       328,137          454,482      
Interest                                        773,588          338,596      
Data processing charges                         535,613          550,785      
Professional services                           420,736          731,051      
Promotional                                     283,903          221,476      
Bad debts                                        32,027          103,920      
Other operating expenses                        263,469          328,317      
                                  ---------------  ---------------
Total Expenses                                5,248,974        6,880,888      
                                  ---------------  ---------------
Income (Loss) Before Income Taxes                 16,088         (490,455)      
Income Tax Provision (Benefit)                   6,400         (171,000)    
                                  ---------------  ---------------
Net Income (Loss)                        $        9,688    $    (319,455)     
                                  ===============  ===============
Net Income (Loss) Per Share              $         0.00    $       (0.06)     
                                  ===============  ===============

Weighted average number of shares of                                            
common stock & common stock equivalents        7,593,608        5,321,872       
                                  ===============  ===============

See accompanying notes to Consolidated Financial Statements.

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JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
(UNAUDITED) 

                                 For The Three Months Ended March 31
                                    1995              1994
                                  ---------------  ---------------

Increase (decrease) in cash and cash equivalents:                               
Cash flows from operating activities:                                           
Net income (loss)                         $        9,688   $     (319,456)      
Adjustments to reconcile net income                                           
(loss) to cash provided by operating                                        
activities:                                                                 
Depreciation and amortization                   107,665           96,706      
Deferred rent                                    33,821          110,426      
Provision for bad debts                          32,027          103,920      
Changes in assets and liabilities:                                            
Cash segregated under federal and          (2,072,398)          69,495    
other regulations                                                       
Receivable from broker/dealers and         (2,037,539)      (2,740,421)   
clearing organizations                                                  
Receivable from customers                 (24,838,519)      (9,412,915)   
Other receivables                            (151,692)         201,457    
Securities owned                           (1,181,080)      (1,961,661)   
Other assets                                   44,831           17,197    
Payable to broker/dealers and              16,120,251        7,485,558    
clearing organizations                                                  
Payable to customers                       34,524,370        7,280,927    
Securities sold not yet purchased             307,452        1,598,930    
Accounts payable and accrued                1,400,972         (529,751)   
liabilities                                                             
Income taxes payable/receivable                   --          (179,119)   
                                  ---------------  ---------------
Net cash provided by operating activities     22,299,849        1,821,293       
                                  ---------------  ---------------
Cash flows from investing activities:                                           
Capital expenditures                            (82,577)        (120,388)     
                                  ---------------  ---------------
Net cash used in investing activities            (82,577)        (120,388)      
                                  ---------------  ---------------
Cash flows from financing activities:                                           
Repayments of notes payable                     (50,527)         (46,770)     
Repayments on short term borrowing          (13,461,000)        (686,397)     
Subordinated loans                            2,000,000                       
Loans from stockholders                       2,992,500          (25,000)     
                                  ---------------  ---------------
Net cash used in financing activities         (8,519,027)        (758,167)      
                                  ---------------  ---------------
Net increase in cash and cash equivalents     13,698,245          942,738       
Cash and cash equivalents at                                                    
beginning of period                             156,984          613,062      
                                  ---------------  ---------------
Cash and cash equivalents at                                                    
end of period                             $  13,855,229   $    1,555,800      
                                  ===============  ===============

See accompanying notes to Consolidated Financial Statements.

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JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) 

NOTE 1.   COMPANY'S QUARTERLY REPORT UNDER FORM 10-Q                            

   The accompanying financial information should be read in conjunction with
the Company's 1994 Annual Report on Form 10-K.  Footnote disclosures that       
substantially duplicate those in the Company's Annual Audited Report on Form 10-
K, including significant accounting policies, have been omitted.                

NOTE 2.   EARNINGS (LOSS) PER COMMON SHARE                                      
Earnings per common share for the periods presented have been computed
based upon the weighted average number of shares outstanding.  Fully diluted    
earnings per share have not been presented because of the anti-dilutive effect. 

NOTE 3.   RECEIVABLE FROM AND PAYABLE TO BROKER/DEALERS AND CLEARING            
ORGANIZATIONS                                               

Amounts receivable from and payable to broker/dealers and clearing    
organizations result from the Company's normal trading activities and consist of
the following:                                                                  

                      March 31,       December 31,
                     1995             1994
   (Unaudited)
                   ---------------   ---------------

Receivable:                                                               
Securities borrowed            $  14,371,960     $  15,682,300          
Securities failed to deliver       3,565,874            51,030          
Net settlements with clearing                                           
organizations                      591,770           758,735        
                   ---------------   ---------------
                     $  18,529,604     $  16,492,065
                   ===============   ===============
Payable:                                                                  
Securities failed to receive   $     635,724     $     809,744          
Stock Loaned                      18,193,998         9,849,000          
Correspondents                     7,257,432           268,058          
Omnibus accounts and net                                                
settlements with clearing                                             
organizations                       959,899               --          
                   ---------------   ---------------
                     $  27,047,053     $  10,926,802
                   ===============   ===============

   Securities failed to deliver and failed to receive represent the contract
value of securities that have not been delivered or received subsequent to      
settlement date.                                                                
     The receivable from clearing organizations represents failed to deliver and
failed to receive on a continuous net settlement basis.  All open positions are 
adjusted to market daily.                                                       
Securities borrowed and securities loaned represent deposits made or  
received from other broker/dealers and relate to securities failed to deliver or
failed to receive transactions.  The Company also participates in the lending   
and borrowing of securities other than those of customers.  All open positions  
are adjusted to market values weekly.  These deposits approximate the market    
value of the underlying securities.                                             
    The Company clears security transactions for correspondent broker/dealers.
Settled securities and related transactions for these correspondents are        
included in Payable - Correspondents.                                           

NOTE 4.   RECEIVABLE FROM AND PAYABLE TO CUSTOMERS AND OTHERS                   

  Accounts receivable from and payable to customers include amounts due on
cash and margin transactions.  Securities owned by customers are held as        
collateral for receivables.  Such collateral is not reflected in the financial  
statements.                                                                     
   Included in other receivables at March 31, 1995 and December 31, 1994 are
judgment receivable of $50,000, which are net of amounts deemed to be           
uncollectible.  Included in other assets at March 31, 1995 and December 31, 1994
are amounts receivable from officers totaling $24,110.                          

NOTE 5.   NOTE PAYABLE                                                          

JB Oxford & Company ("JBOC") maintains firm and customer financing    
arrangements with an aggregate borrowing limit of $22,000,000.  Amounts loaned  
bear interest at a fluctuating rate based on broker call and prime and are fully
collateralized by marketable securities.                                        
At March 31, 1995 and December 31, 1994 notes payable consist of the  
following:                                                                      
                                         Maximum      Average     Weighted
                              Weighted    amount       amount      average
                              average   outstanding  outstanding  interest
                Balance at  interest  during the   during the     rate
                   end of      rate      period       period      during
                 period                                          the
                                                                  period
                    -----------  -------  -----------  -----------  --------
March 31, 1995 (Unaudited)                                                      
--------------------------                                                      
Collateralized by:                                                              
Customer securities   $    5,716     8.0%   $5,932,000   $7,183,000     8.0%  
Firm securities              --      8.6%      225,000      137,000     8.6%  
Other                    400,559     9.5%      781,000      616,000     9.5%  
-----------                         
$  406,275                        
===========                         
December 31, 1994                                                               
-----------------                                                               
Collateralized                                                                  
by:                                                                           
Customer securities   $12,480,662    7.8%   $12,481,000  $6,331,000     6.5%  
Firm securities           986,054    8.5%     2,030,000   1,471,000     7.1%  
Other                     451,086    9.5%       781,000     616,000     9.5%  
-----------                       
$13,917,802                       
===========                       

NOTE 6.   LOANS FROM STOCKHOLDERS                                               

    At March 31, 1995 and December 31, 1994 loans from stockholders consist of
the following:                                                                  
                                          Interest
                           Balance        rate
                         --------------  ---------
March 31, 1995 (Unaudited)                        
--------------------------                        
  Demand debt             $      52,405         9%
  Convertible Debentures      7,031,000         9%
              --------------
               $   7,083,405
              ==============
December 31, 1994                                 
-----------------                                 
  Demand debt             $   3,500,000        11%
  Demand debt                   590,905         9%
  Convertible Debentures            --          --
              --------------
               $   4,090,905
              ==============
See Note 9 for further discussion of the convertible debentures.                

NOTE 7.   LOANS SUBORDINATED TO THE CLAIMS OF GENERAL CREDITORS                 

  At March 31, 1995, loans subordinated to the claims of general creditors
totaled $2,000,000 which consists of four separate agreements each with         
identical terms.  All the loans have a scheduled maturity date of March 31, 1998
and bear interest at the broker call rate plus 2%, not to exceed 9%.  Interest  
payments are due on the last day of each calendar month until the scheduled     
maturity date.                                                                  

NOTE 8.   ADJUSTMENT                                                            
The Company's major subsidiary, JBOC is consolidated in the quarterly 
financial information as of March 31, 1995 and March 25, 1994, because the last 
settlement Friday of each month is consistently treated as month end.           
Accordingly, this is reflected in the consolidated financial statements of the  
Company.                                                                        
     In the opinion of Management, all adjustments which are necessary to a fair
statement of the results for the interim periods have been made.                

NOTE 9.   RELATED PARTY TRANSACTIONS                                            

   In March, 1995, the Company restructured $5,031,000 of its demand debt to
term debt in the form of senior secured convertible notes with a thirty month   
term, amortized over 10 years, at an annual interest rate of 9%.  The notes may 
be converted, in whole or part, but in no event in an amount less than $100,000,
to fully paid and non-assessable shares of the Company common stock.  The       
conversion price is $.90 per share in the event of a default, $1.00 per share in
the case of a merger or maturity of the notes, and $1.25 per share in the event 
of a public offering of common shares.  Stock options with a strike price of    
$.90 a share totaling 1,200,000 shares of common stock were awarded to the      
lenders as additional consideration for restructuring its demand debt.  As part 
of this transaction, an additional $2,000,000 of senior secured convertible     
notes were issued under identical terms.  As an additional inducement for the   
convertible note, the Company has agreed to pay any refunds received from the   
Internal Revenue Service as a prepayment on the note.  The parties further      
agreed to negotiate in good faith to extend the maturity date up to 60 months.  
At March 31, 1995 and December 31, 1994, loans from shareholders totaled        
$7,083,405 and $4,090,905.                                                      
.    In conjunction with the restructuring of the note, JBOC and Prolyx stocks  
were pledged as collateral by the Company.                                      
Future annual payments required under the terms of the senior secured 
convertible notes are as follows:                                               

Year ending December 31:                          
------------------------                          
1995          $     609,159           
1996              1,059,551           
1997              6,646,372           
   -------------
   $   8,315,082
   =============

   The Company has borrowed marketable securities from certain shareholders.
The obligations accrue interest at 9% per annum compounded monthly, based on the
average closing bid price each Friday.  The marketable securities are used to   
collateralize inter-company balances due from the Company to JBOC for net       
capital purposes.  The market value of the securities at March 31, 1995 was     
$720,000.                                                                       

NOTE 10.  REGULATORY REQUIREMENTS                                               

 JBOC is subject to the Securities and Exchange Commission's Uniform Net
Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net       
capital                                                                         
At March 31, 1995 JBOC had net capital of $7,400,836 which was 7.7% of
aggregate debit balances and $5,475,638 in excess of the minimum amount         
required.  At December 31, 1994 JBOC had net capital of $2,676,782, which was   
3.8% of aggregate debit balances and $1,274,386 in excess of the minimum amount 
required                                                                        
   In accordance with Rule 15c3-3 of the Securities and Exchange Commission,
JBOC has a portion of its cash and cash equivalents segregated in a special     
reserve bank account for the exclusive benefit of customers.  Such segregated   
cash amounted to $ 11,741,931 and $9,669,533 at March 31, 1995 and December 31, 
1994.                                                                           
In January 1995, the Company increased its capital base through a $1  
million cash capital contribution by the Parent.  In March, 1995, the Company   
increased its capital base through a $2 million cash capital contribution by the
Parent and $2 million in cash subordinated debt                                 

NOTE 11.  COMMITMENTS, CONTINGENT LIABILITIES AND OTHER                         

RKSI is a defendant in several lawsuits and arbitrations the most     
significant of which follows:                                                   
(a)In a class action lawsuit against RKSI, plaintiff class representatives have 
alleged wrongdoing in charging a maintenance fee on its customer accounts 
 and in its practice of liquidating customer accounts if the customer failed
to pay the fee.  The class has been certified and RKSI has contested the  
form of the notice.  Those customers subject to an arbitration clause have
been excluded from the class.  The lawsuit is presently in the discovery  
stage and the ultimate outcome and range of possible loss, if any, is not 
determinable at this stage.  Management intends to vigorously contest this
matter.                                                                   
(b)In an arbitration matter the claimant seeks rescission of certain sales in   
his customer account and damages of $750,000.  The claimant alleged that  
 RKSI and current and former principals breached fiduciary duties and failed
 to disclose material information.  The ultimate outcome is not determinable
at this stage and Management intends to vigorously contest this matter.   
(c)In a matter consisting of twenty-six causes of action naming twenty various  
respondents, Reynolds Kendrick Stratton, Inc., William R. Stratton, and   
David Phillips, former CFO of RKSI, have been named in three.  The three  
 causes of action regarding the Company and its officers or former officers,
 revolve around the purchase, sell-out, buy-in, and reinstatement of certain
trades in specific accounts.  Reynolds Kendrick Stratton, Inc. and the    
individually named respondents, have filed an answer.  The NASD has not   
specified the relief sought.                                              
(d)In an arbitration matter filed with the NASD, the claimants are a group of   
investors who sold short certain stock.  Claimants did not have an account
with RKSI, however, they have alleged that RKSI is responsible for the    
damages Claimants realized when their short positions in FCMI were bought 
in. Claimants are seeking damages in the amount of $740,000, plus punitive
damages.  The ultimate outcome is not determinable at this stage and      
Management intends to vigorously contest this matter.                     
(e)In an arbitration matter filed in October 1994, the claimants allege that    
RKSI and former principals breached fiduciary duties, recommended non     
suitable investments, fraud, and failure to disclose material information.
  JBOC has been named as an alleged successor to RKSI;  JBOH has been named as
 the parent company.  Claimants seek damages in the amount of $482,000.  The
  ultimate outcome is not determinable at this stage and Management intends to
vigorously contest this matter.                                           
(f)In an arbitration matter, the claimant alleges that RKSI and former          
 principals breached fiduciary duties, recommended non suitable investments,
fraud, failure to disclose material information, and failure to supervise.
JBOH has been named as the parent company to RKSI.  Claimant seeks damages
  in the amount of $525,000.  The ultimate outcome is not determinable at this
stage and Management intends to vigorously contest this matter.           
(g)In a consolidated class action against RKSI and JBOH, pending in the United  
States District Court for the Northern District of Texas, Dallas Division,
  plaintiffs have requested an unspecified amount of punitive and compensatory
damages.  The claim arises out of the purchase and sale by the plaintiffs 
and the Class of certain stock.  The class has been certified and the     
  lawsuit is presently in the discovery stage.  The ultimate outcome and range
of possible loss, if any, is not determinable at this stage.  Management  
intends to vigorously contest this matter.                                
(h)In an action commenced in October 1993 against RKSI and JBOH, pending in the 
United States District Court for the Southern District of New York, the   
Complaint alleges that the defendant made materially false and misleading 
 statements concerning a specified stock, for which RKSI was a market maker.
The claim was brought by and on behalf of a purported class of persons who
purchased the common stock of a specified stock  in order to cover short  
sales after May 17, 1993 and before August 31, 1993.  Plaintiffs have     
requested an unspecified amount of punitive and compensatory damages.  The
lawsuit is in the preliminary stages.  The ultimate outcome and range of  
possible loss, if any, is not determinable at this stage.  Management     
intends to vigorously contest this matter.                                
(i)In an action commenced in March 1995, in the United States District Court of 
  New York.  A claim was brought by former counsel for the Company and alleges
 payment due for professional services in the amount of $681,217.  An answer
  and counter claim by the Company was filed asserting among other claims that
  the Company was overcharged for services.  The ultimate outcome and range of
possible loss, if any, is not determinable at this stage.  Management     
intends to vigorously contest this matter.                                
(j)In a complaint filed in February 1995 by the NASD District 1 office in San   
 Francisco, California against RKSI and certain of its former principals and
  brokers, the complaint alleges violations of Section 10(b) of the Securities
Exchange Act of 1934 and Rule 10b-5 of the SEC, and alleges violations of 
the NASD's Rules of Fair Practice.  The complaint seeks a fine of $300,000
 against RKSI and its permanent expulsion from the NASD.  Management intends
to vigorously defend this action, however, notes that RKSI has voluntarily
 withdrawn its membership.  The ultimate outcome and range of possible loss,
if any, is not determinable at this stage.                                

 The ultimate outcome of these uncertainties discussed above is unknown.
Accordingly, no provision for any liability that might result has been made in  
the accompanying financial statements.                                          

NOTE 12.  SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                     

                                For the Three Months Ended March 31,
                                    1995              1994
                                    (Unaudited)      (Unaudited)
                                   ---------------   ---------------
Supplemental Disclosures of Cash Flow                                         
Information                                                                 
Cash paid during the quarter for:                                         
Interest                             $      614,646    $      338,596 
Supplemental schedule of noncash                                              
investing and financing activities:                                           
Market value of stock borrowed from                                       
shareholders on date of borrow             1,049,600               --   

 Certain amounts in 1994 have been reclassified to conform with the 1995
presentation.                                                                   

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ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND       
RESULTS OF OPERATIONS                                       

Changes in Financial Condition                                                  
------------------------------                                                  

        The Company's financial condition changed significantly during the first
quarter of 1995.  Total assets at March 31, increased by in excess of           
$43,000,000.  This is growth of more than 50% in the Company's assets.  This    
growth is related to the new business acquired from the Trustee for Adler       
Coleman (see recent expansion and developments).  In conjunction with this      
acquisition, the Company received $2,000,000 in additional financing from a     
significant shareholder and $2,000,000 from unrelated parties in notes payable  
subordinate to the claims of general creditors.  This financing together with   
the new business growth has increased the cash position of the Company          
dramatically.                                                                   

Comparison of Operations                                                        
------------------------                                                        

   The Company was in the process of restructuring during 1994 and assessing
its various operations.  In 1994, the Company ceased or sold operations in its  
retail broker/dealer, transfer agency and valuation companies.  This process    
continued into 1995, and in April, the Company closed its San Carlos, California
office of Prolyx Data Systems, Inc. and relocated the Prolyx operations to its  
Beverly Hills facility.                                                         
The Company's overall operations began to stabilize during the first  
quarter of 1995.  The Company realized a pre-tax profit of $16,088 for the three
months ended March 31,1995 which is an increase of $506,543 over the pre-tax    
loss of $490,455 during the same period for 1994.  Total revenue decreased      
$1,125,371 or 18% to $5,265,062 for the three months ended March 31, 1995       
compared to the same three months of 1994.                                      
   Clearing and execution revenue decreased by $637,764 or 23% to $2,093,518
during the first quarter of 1995 compared to the first quarter of 1994. The     
decrease is due to reductions in the amount charged on trade tickets and the    
increase in tickets being processed by the deep discount division (for which    
there is no clearance revenue).  The ticket volume for the same period increased
by 7%.                                                                          
   Trading profits decreased by $126,217 or 15% to $734,328 during the first
quarter of 1995 compared to the first quarter of 1994.  This area has become    
more stable in light of the significant losses occurring during the later part  
of 1994.                                                                        
 Commission revenue declined by $552,086 or 33% to $1,140,296 during the
first quarter of 1995 compared to the first quarter of 1994;  however net       
commissions (commission revenue less commission expense) increased $335,225     
during the same periods.  This decrease in revenue was due to the closure of the
retail broker/dealer subsidiary.  It is anticipated that commission revenue will
grow throughout 1995 as the Company continues the development of the deep       
discount retail division of JBOC.                                               
Interest revenue increased by $552,235 or 89% to $1,169,865 during the
first quarter of 1995 compared to the first quarter of 1994.  This increase is  
the result of increased margin balances and interest rates during the respective
periods.  The net interest increased $117,243 during the first quarter of 1995  
over 1994.                                                                      
     The Houlihan Valuation Subsidiaries where disposed of during 1994, thus the
related revenues have been eliminated during the three months ended March 31,   
1995, compared to $387,080 for the three months ended March 31, 1994.           
    The Company's total expenses decreased $1,631,914 or 24% during the period
ended March 31, 1995 over the period ended March 31, 1994.  The most significant
reduction is in commission expense, which decreased $887,311 or 62%. This       
decrease relates directly to the decline in commission revenue as described     
above.                                                                          
   The Company had a decrease in employee compensation of $427,405 or 28% to
$1,073,518 during the period ended March 31, 1995 over the period ended March   
31, 1994.                                                                       
 Promotional expenses increased by $62,427 or 28% to $283,903 during the
first quarter of 1995 compared to the first quarter of 1994.  This increase is  
the result of an increase in advertising for the discount retail division of    
JBOC.  Advertising expense has increased $189,289 during this period, while     
travel and entertainment expense has been reduced by $126,862.  Management      
believes it is spending its promotional dollars much more effectively.          

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

    The Company's liquidity improved significantly during the first of quarter
of 1995.  Cash provided from operations amounted to $22,299,849.  The largest   
source of cash is $14,082,712 of cash provided from net receivables/payables    
from broker dealers.  Cash  provided from net customer receivables/payables     
amounted to $9,685,851.  Much of this is the result of the new business acquired
from the Trustee for Adler Coleman (see recent expansions and developments).    
The Company was able to pay off its short term borrowing in the amount of       
$13,461,000 with this additional cash generated from operations.                
After December 31, 1994, JBOC increased its capital base by $5,000,000
through a combination of equity contributed by the Company of $3,000,000 and    
subordinated debt of $2,000,000 contributed by unrelated third parties.         
     In March, 1995, the Company restructured 100% of its $5,031,000 demand debt
to term debt in the form of senior secured convertible notes with a thirty month
term, amortized over 10 years, at an annual interest rate of 9%.  As part of the
restructuring, an additional $2,000,000 of senior secured convertible notes were
issued by the Company under identical terms to the restructured demand debt.  As
an additional inducement for the convertible note, the Company has agreed to pay
any refunds received from the Internal Revenue Service as a prepayment on the   
note.  The parties further agreed to negotiate in good faith to extend the      
maturity date up to 60 months.  See Note 9 (Related Party Transactions) to the  
Consolidated Financial Statements for further details.                          

Recent Expansions and Developments                                              
----------------------------------                                              

   As a result of its effort to seek new correspondent business, on March 3,
1995, JBOC announced that it had reached an agreement with SIPC and the Trustee 
for the liquidation of Adler, Coleman Clearing Corp. (`Adler Coleman'') in      
which a majority of Adler Coleman's customers would be transferred to JBOC.  As 
a result of the agreement, which was confirmed by the United States Bankruptcy  
Court, approximately 100,000 customer accounts were transferred in a tape-to-   
tape conversion to JBOC.  Management anticipates that JBOC and the Company will 
experience a significant increase in trade ticket count and clearing and        
execution revenues, based upon the prior twelve months of activity of the Adler 
Coleman correspondents for whom JBOC now clears.  The cost of acquiring the     
accounts was $25,000 plus a per ticket charge for each customer trade cleared by
JBOC for a period of six months after the sale.  This transaction substantially 
increased JBOC's clearing business.  As there was existing capacity in the      
clearing division, this additional business will be absorbed with a relatively  
small increase in overhead.  JBOC has entered into initial three year clearing  
agreements with former Adler Coleman correspondents that account for the major  
portion of the new business.                                                    
    As a result of the increased clearing business and better than anticipated
growth of JBOC's discount brokerage business, JBOC is negotiating to acquire    
branch office space in New York City.  This action is in line with the Company's
plans to open branch offices in major finacial centers.                         
  On May 3, 1995, the Company signed a letter of intent to acquire 100% of
the outstanding stock of an Houston based corporate finance firm,  McFarland,   
Grossman, Inc.  The transaction, which is stock for stock, calls for the        
shareholders of McFarland, Grossman to receive 450,000 shares of the Company's  
common stock.  Approximately 340,000 shares will be placed in escrow subject to 
achieving certain annual levels of profitability.  It is intended that          
McFarland, Grossman, which is headed by co-founders Clifford McFarland and Cary 
Grossman, will change its name to JB Oxford Capital Markets, Inc., and will     
function as the investment banking and syndicate arm of the Company.  Upon      
completion of the transaction, Cary Grossman will serve on the Board of         
Directors of the Company.  management of the Company believes this transactions 
will lead to managing or co-managing equity underwritings, as well as the       
traditional investment banking activities.  Closing is anticipated to occur,    
subject to due diligence, within sixty days of the letter of intent.            

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PART II - OTHER INFORMATION 

ITEM 1.   LEGAL PROCEEDINGS                                                     

  In the ordinary conduct of business, the Company and/or its subsidiaries
have been named as Defendants in several lawsuits and arbitration matters or    
have instituted legal proceedings as Plaintiffs to recover moneys owing.  There 
have been no material pending legal proceedings other than ordinary routine     
litigation incidental to the business.  Those which may have a significant      
impact on the Company have been disclosed in previous filings.                  

ITEM 2.   CHANGES IN SECURITIES                                                 

   There has been no material modification of ownership rights of securities
holders.                                                                        

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES                                       

There has been no default in payments of the Company.                 

ITEM 4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS                     
   There have been no matters submitted to a vote of security holders in the
first quarter of 1995.                                                          

ITEM 5.   OTHER INFORMATION                                                     

     Effective March 17, 1995, Felix A. Oeri submitted his letter of resignation
from the Board of Directors of the Company, due to increased demands of other   
businesses.  Effective April 5, 1995, William R. Stratton submitted his letter  
of resignation from the Board of Directors of the Company.  No replacement      
directors have been named as of the filing of this report.                      

ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K                                      

(a)  There are no exhibits to be filed with this report as required by Item 601 
of Regulation S-K.                                                    

(b)  A Report on Form 8-K was filed on March 22, 1995, reporting, under Item 5  
Other Events, the restructuring of a demand debt to a term debt; the  
acquisition of former Adler, Coleman Clearing Corp's correspondent    
business; and an increase in JBOC's capital.                          

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SIGNATURES

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

Stephen Rubenstein     Chief Executive Officer         May 12, 1995           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
		3/31/98		6					10-K,  10-Q
Filed on:		5/15/95
		5/12/95		9
		5/10/95		1
		5/3/95		7
		4/5/95		8
For Period End:		3/31/95		1		7			10-Q/A
		3/22/95		8
		3/17/95		8
		3/3/95		7
		12/31/94		6		7
		3/31/94		7
		3/25/94		6
		8/31/93		6
		5/17/93		6
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