JJFN SERVICES INC
10-Q/A, 1997-07-11
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                                   FORM 10-Q/A1

[ x ]    Quarterly Report Pursuant to Section 13 or 15(d) of 
         the Securities Exchange Act of 1934

For the quarterly period ended December 31, 1996

[   ]    TRANSITION REPORT UNDER SECTION 10 OR 15(D) OF THE EXCHANGE
         ACT

Commission File Number 0-28168

                              JJFN Services, Inc.
       (Exact name of small business issuer as specified in its charter)

      Delaware                                11-3289981
   (State or other jurisdiction           (I.R.S. Identification number)
    of incorporation or organization)

        2500 Military Trail North, Suite 220, Boca Raton, Florida  33431
                    (address of principal executive offices)

                                 (561)995-0043
                (Issuer's Telephone Number, Including Area Code)

              (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether the issuer(1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such report(s), and (2) has been
subject to such filing requirements for the past 90 days.


                             Yes __X            No

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the last practicable date.

                Outstanding Equity Securities at January 8, 1997

Class of Securities                     Outstanding Shares

Common Stock,   $.001 par value,         16,659,990 shares

Preferred Stock, $.01 par value,            400,000 shares

                  Traditional Small Business Disclosure Format

                           Yes   X                No






                              JJFN SERVICES, INC.

                     Index to Quarterly Report on Form 10-Q
                   For the six months ended December 31, 1996

                        Part I.    FINANCIAL INFORMATION

Item 1.  Financial Statements                                     Page Number

         Condensed Consolidated Balance Sheets as of                  3
         December 31, 1996 and June 30, 1996.

         Condensed Consolidated Statement of Operations               4
         for the three months and six months ended December 31, 1996,
         and the three months and six months ended December 31, 1995.

         Consolidated Statements of Cash Flows                        5
         for the six months ended December 31, 1996,
         and the six months ended December 31, 1995

         Notes to Condensed Consolidated Financial Statements       6-8

Item 2.  Management's Discussion and Analysis of Financial         9-14
         Condition and Results of Operations.









                                      (2)



                              JJFN SERVICES, INC.
                                 AND SUBSIDIARY

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                                   (Unaudited)     
                                                   December 31       June 30 
                                  ASSETS             1996             1996     
                                                   -----------     -----------  

Model Homes on lease, at cost, net of              $17,912,459     $11,245,534 
  accumulated depreciation of $239,577/$88,027
Real Estate under contract for development and sale  8,591,956               -
                                                   -----------     ----------- 
                                                    26,504,415      11,245,534 
                                                   -----------     ----------- 
Other assets:
 Cash                                                  186,182         770,723 
 Marketable Securities                                       -       1,462,500 
 Net assets realizable on divestiture                1,312,500         832,068 
 Deferred charges & other assets                       551,771         416,563 
                                                   -----------     ----------- 
   Total Other Assets                                2,050,453       3,481,854 
                                                   -----------     ----------- 
   Total Assets                                    $28,554,868     $14,727,388 
                                                   ===========     =========== 

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
 Mortgages Payable                                 $19,589,771     $ 6,477,271 
 Notes Payable                                         470,907               -
 Accounts Payable & Accrued expenses                   259,645         131,739 
 Unearned Rental Revenue                               125,698          60,136 
                                                   -----------     ----------- 
    Total Liabilities                               20,446,021       6,669,146 
                                                   -----------     ----------- 


Stockholders' Equity
 Convertible Preferred Stock, $.01 par value
  25,000,000 shares authorized
   400,000 shares issued and outstanding                 4,000           4,000 
 Common Stock, $.001 par value
  50,000,000 shares authorized
  16,659,990/15,959,990 shares issued and outstanding   16,660          15,960 
 Additional paid-in capital                          8,218,235       8,223,235 
 Accumulated Deficit                                  (130,048)       (184,953) 
                                                   -----------     ----------- 
   Total Stockholders' Equity                        8,108,847       8,058,242 
                                                   -----------     ----------- 
   Total Liabilities and Stockholders' Equity      $28,554,868     $14,727,388 
                                                   ===========     =========== 

                                      (3)


                              JJFN SERVICES, INC.
                                 AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
            Three Months and Six Months Ended December 31, 1996 and 
        Predecessor Three Months and Six Months Ended December 31, 1995
                                (Unaudited)

                                  Three Months Ended        Six Months Ended
                                     December 31,             December 31,
                                   1996        1995         1996        1995
                                 ---------   ---------    ---------   ---------
Revenues:                                         
  Rental Income                  $ 407,936   $       -    $ 788,885   $       -
  Real Estate option fees          263,486           -      300,718           -
  Model Home sales               1,018,890           -    1,283,169           -
  Interest Income                    3,488           -       12,577           -
                                 ---------   ---------    ---------   ---------
  Total Revenues                 1,693,800           -    2,385,349           -
                                 ---------   ---------    ---------   ---------
Costs and expenses:
  Interest expense                 392,184      13,967      600,989      24,655
  Cost of model homes sold         997,864           -    1,256,477           -
  Depreciation and amortization    149,178           -      280,821           -
  Corporate                        276,118     176,057      422,589     183,557
                                 ---------   ---------    ---------   ---------
  Total Operating Expenses       1,815,344     190,024    2,560,876     208,212
                                 ---------   ---------    ---------   ---------
Income(Loss) from                 (121,544)   (190,024)    (175,527)   (208,212)
  continuing operations
                                 ---------   ---------    ---------   ---------
Loss from divested operations            -           -     ( 54,444)          -
Gain on disposal of divested       284,876           -      284,876           -
  operations
                                 ---------   ---------    ---------   ---------
Income(loss) before income taxes   163,332    (190,024)      54,905    (208,212)
                                 ---------   ---------    ---------   ---------
Income taxes:
  Current expense                   41,000           -       14,000           -
  Deferred tax benefit from        (41,000)          -      (14,000)          -
   utilization of net operating
   loss carryforward
                                 ---------   ---------    ---------   ---------
Income taxes                             -           -            -           -
                                 ---------   ---------    ---------   ---------
Net income (loss)                $ 163,332   $(190,024)   $  54,905   $(208,212)

Preferred stock distribution             -           -        5,000           -
                                 ---------   ---------    ---------   ---------
Income (loss) applicable to  
  common shareholders            $ 163,332   $(190,024)   $  49,905   $(208,212)
                                 =========   =========    =========   =========

Earnings (Loss) per share data:
  Continuing operations          $  ( 0.01)  $   (0.37)   $  ( 0.01)  $   (0.50)
  Divested operations                 0.02            -        0.01           -
                                 ---------   ---------    ---------   ---------
  Net income (loss)              $    0.01       (0.37)   $    0.00   $   (0.50)
                                 =========   =========    =========   =========

Weighted average number         16,659,990     518,309   16,443,142     417,181
 of shares


                                      (4)

                              JJFN SERVICES, INC.
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                     Six Months Ended December 31, 1996 and
                 Predecessor Six Months Ended December 31, 1995
                                  (Unaudited)

                                                        Six Months   Six Months
                                                          Ended        Ended
                                                         12/31/96     12/31/95
                                                        -----------  ----------

Net Income (Loss)                                        $  54,905   $(208,212)
                                                        -----------  ----------
Adjustments to reconcile net income to net cash
 provided by operating activities:
 Amortization expense                                      104,210         895
 Depreciation expense                                      176,611           -
 Rental revenue paid to related party                            -           -
 Gain on sale of model homes                               (26,692)          -
 Gain on disposal of divested operations                  (284,876)          -
 Stock issued for consulting services                            -     140,000
 Changes in assets and liabilities:
   Decrease in prepaid expenses and deposits               162,783           -
   Increase in organization costs and deposits                   -        (884)
   Increase in accounts payable and accrued expenses       137,904      41,439
   Increase in unearned rental revenue                      65,562          -
   Increase in net assets realizable on divestiture       (195,556)          -
                                                        -----------  ----------
    Total adjustments                                      139,946     181,450
                                                        -----------  ----------
    Net cash provided by operating activities              194,851      26,762
                                                        -----------  ----------
Cash flows from investing activities
 Purchase of model homes                                (3,581,825)          -
 Proceeds from sale of model homes                       1,257,880           -
 Proceeds from sale of marketable securities               239,250           -
 Capital expenditures                                       (3,883)          -
                                                        -----------  ----------
    Net cash used in investing activities               (2,088,578)          -
                                                        -----------  ----------
Cash flows from financing activities:
 Proceeds from mortgages payable                         1,390,220           -
 Principal payments on mortgages payable                (1,124,364)          -
 Deferred financing costs                                  (38,541)     (9,000)
 Deferred offering costs                                   (53,829)          -
 Proceeds from notes payable                             1,150,000     350,000
 Proceeds from stockholder loans                                 -      12,500
 Proceeds from issuance of common stock                        700           -
 Proceeds from issuance of stock options                         -     125,000
 Preferred distribution                                    (15,000)          -
                                                        -----------  ----------
    Net cash provided by financing activities            1,309,186     478,500
                                                        -----------  ----------
Net decrease in cash                                      (584,541)    451,738

Cash at beginning of period                                770,723           -
                                                        -----------  ----------
Cash at end of period                                     $186,182    $451,738
                                                        ===========  ==========
Supplemental disclosure of cash flow information:

                                    Interest paid -       $505,894    $    500



                                      (5)

                              JJFN SERVICES, INC.
                                 AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               December 31, 1996
                                  (unaudited)


Note 1.  Unaudited Interim Financial Statements

The accompanying unaudited financial statements have been prepared in
accordance with the instructions for Form 10-Q and do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of management,
all adjustments, consisting only of normal recurring adjustments considered
necessary for a fair presentation, have been included.  Operating results
for any quarter are not necessarily indicative of the results for any other
quarter or for the full year.  These statements should be read in
conjunction with the financial statements of JJFN Services, Inc. and notes
thereto included in the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1996.


Note 2.   History and business activity

The Company was incorporated on November 2, 1995 as J & J Financial Services,
Inc. and changed its name to JJFN Services, Inc. on February 9, 1996.

The Company is engaged in two lines of business.

  1) The purchase and leaseback on a "triple net" basis of fully furnished
     model homes complete with options and upgrades to major homebuilders
     and real estate developers.

  2) The contract acquisition, development and sale of real estate to the
     same major homebuilders and real estate developers.  The Company
     purchases the real estate, simultaneously enters into a bonded
     development contract with the builder, who then develops the real
     estate.  The builder purchases the finished lots from the Company
     on a scheduled basis.

Through December 31, 1996, the Company had purchased 26 model homes from
subsidiaries of K. Hovnanian Enterprises, Inc. ("Hovnanian"), 48 model homes
from Engle Homes, Inc. ("Engle"), 22 homes from Bovis Homes, Inc., ("Bovis")
a subsidiary of P&O,a diversified world-wide company headquartered in London
England, 7 homes from Avatar Holdings, Inc. ("Avatar"), and 5 homes from The
Ryland Group, Inc. ("Ryland").  Through December 31, 1996, the Company has
sold 7 of the Hovnanian homes and 4 of the Engle homes.

Hovnanian, Engle, Bovis, Avatar and Ryland are publicly traded, nationally
known home builders and real estate developers.  Concurrent therewith, the
Company entered into arrangements to lease back the units to the builders
under operating lease agreements.

                                      (6)

JJFN Holdings, Inc., a wholly-owned subsidiary of the Company, is inactive. 


Note 3.   Divested Operations

Effective October 1, 1996, the Company disposed of its construction
subsidiary, Iron Eagle Contracting and Mechanical, Inc. The results of Iron
Eagle Contracting and Mechanical have been reported separately as a
divestiture in the consolidated statements of operations. The consolidated
balance sheet at June 30, 1996 has been reclassified to give effect to the
divested operations of Iron Eagle Contracting and  Mechanical, Inc.

Assets and liabilities of Iron Eagle Contracting and Mechanical, Inc. 
divested consist of the following:

                                      September 30, 1996    June 30, 1996
                                      ------------------    -------------
Cash                                   $   56,641            $   195,668
Contract Receivables                      512,866                278,500
Costs and Earnings                         89,110                 41,000
Land and development costs                556,826                388,980
Prepaid Expenses                           39,467                 43,018
Construction Equipment                    245,056                248,933
Office Furniture and Equipment             31,897                 33,637
Intangible assets, net                    299,571                312,487
                                      ------------          -------------
Total assets                          $ 1,831,434            $ 1,542,223
Liabilities                              (803,809)              (710,155)
                                      ------------          -------------
Net assets of divested segment        $ 1,027,624            $   832,068
                                      ============          =============


Under the terms of the sale, the Company sold the Common Stock of the
divested segment to the management of IECM, for $1,312,500. The Company
received a promissory note for the $1,312,500 payable over a term of five
years. Interest on the note is at the prime rate (as announced from time to
time, by the Chase Manhattan Bank, N.A.) plus 100 basis points.  Interest
will be paid monthly with the first payment due on August 10, 1997 and the
last payment due on January 10, 2002 when the principal amount of the note
is due in full.  Interest from the closing date through July 10, 1997 will
be accrued and payable in six equal installments commencing August 10, 1997.
The agreements provide for payment acceleration under certain specified events.

A gain of $284,876 was recognized by the Company in the quarter ended
December 31, 1996, representing the excess of the sales price ($1,312,500)
over the net assets of the divested segment ($1,027,624) at October 1, 1996.

Note 4. Commitments & Contingencies

Model home purchase commitments

The Company's present commitments for capital expenditures include the

                                      (7)

purchase of $3,300,000 in model homes from Engle Homes, and $3,100,000 in
model homes from The Fortress Group, with closings scheduled from January 1997
through March 1997.  Verbal commitments have been made to purchase $9,000,000
in model homes from Laing Homes, and $3,100,000 from Continental Homes, with
closings anticipated between February 1997 and April 1997.

Model home sales contracts

The Company has one sale contract pending on a model home. 

Land acquisition and contract development program

On September 18, 1996, the Company closed on a 70 acre tract of land located
in Western Boca Raton for a total purchase price of $8,591,956. The Company
entered into an agreement with a subsidiary of Engle Homes whereby the
Company agreed to pay Engle $4,500,000 to develop the property.
Simultaneously Engle entered into an Option to Purchase Contract to buy the
developed lots for $13,095,000.  The Company receives a 12% per annum option
fee from Engle calculated on the actual amount of funds expended for the
purchase and development of the property.  There is a $1,000,000 minimum 
quarterly payment due for developed lots beginning no later than 180 days
from the contract purchase date.  Engle Homes has deposited $1,719,000 in an
escrow account which may be applied to final payments due from Engle for
developed lots.  In addition, Engle has posted a bond for the development
work.


Note 5.  Marketable Securities

Marketable securities and related receivable consist of the following:

                                               December 31,       June 30,
                                                   1996              1996
                                               -------------     -----------
Marketable securities:
    Antares Resources Corp.-Common Stock
        585,000 shares at  2.50                           -         1,462,500

                                               -------------     ------------
                                                 $        -       $ 1,462,500
                                               =============     ============

During July 1996, the Company entered into an indemnity agreement with a
significant shareholder, which induced JJFN not to sell its shares in Antares.
The shareholder agreed that if JJFN, in the future, sells any shares at a
price less than the market value of the shares at their date of acquisition
($2.50 per share), the shareholder would contribute additional shares of
Antares common stock, or other property, having a fair market value equal to
such difference.

During September 1996, JJFN sold 485,000 shares of Antares, which were acquired
at a cost of $1,212,500, for $218,250, and in October 1996 sold 100,000 shares
of Antares, which were acquired at a cost of $250,000, for $21,000.  Since the
shareholder agreed to indemnify JJFN if the marketable securities were sold at
less than cost, no loss was recorded on the sale. The deficiency of $1,223,250
was satisfied by offsetting $1,223,250 of loans due to shareholders.


The transaction is summarized as follows:

    Original Cost                         $ 1,462,500
    Sale Price                               (239,250)
                                          ------------
    Deficency Satisfied by offsetting
     loans due to shareholders              1,223,250
                                          ============








                                      (8)

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

A summary of the operating results of JJFN Services, Inc. and subsidiary for
the three months ended December 31, 1996, and November 2, 1995 through
December 31, 1995 are presented below.

(*) Results from inception November 2, 1995 through December 31, 1995.

                                          Three Months      November 2   (*)
                                             Ended           Through
                                           December 31      December 31
                                              1996      %     1995      %
                                          --------------------------------
Revenues:
  Rental revenue                          $ 407,936    24%   $ 33,116 100% 
  Real Estate option fees                   263,486    16%          -   -
  Model home sales                        1,018,890    60%          -   -
  Interest income                             3,488     -           -   - 
                                          --------------------------------
   Total revenues                        $1,693,800   100%     33,116 100% 

Costs and expenses:
  Interest expense                          392,184    23%     10,625  32%
  Cost of model homes sold                  997,864    59%          -   -
  Depreciation & Amortization               149,178     9%      7,192  22%
  Corporate                                 276,118    16%     14,971  45%
                                          --------------------------------
   Total expenses                         1,815,344   107%     32,788  99%
                                          --------------------------------
Income(Loss) from continuing operations    (121,544)   -7%        328   1%
                                          --------------------------------
Gain on disposal of divested operations     284,876    17%          -   - 
                                          --------------------------------
Net Income                                  163,332    10%        328   1%
                                          ================================

Financial data for the registrant's predecessor, JJFN Holdings, Inc., is not
presented for the period July 1 through November 1, 1995, which was prior to
the registrant's inception.  The predecessor had no operations or revenues
during that period and expenses consisted only of interest expense and 
administrative costs.  Such expenses are not relevant to the operations of 
JJFN Service, Inc. or to any comparison of its operating results.

Results of Operations:

Three Months Ended December 31, 1996 compared to December 31, 1995.

For the period from October 1, 1996 through December 31, 1996, the
Registrant had revenues of $1,693,800 of which lease rentals on model
homes totaled $407,936, revenues from the sale of model homes were
$1,018,890 and revenues from option fees were $263,486. Net income for the
period was $163,332 of which a loss of $121,544 was incurred in the
Company's continuing operations and a gain of $284,876 on the disposal
of the divested operation. Depreciation and amortization for the
quarter totaled $149,178 resulting in a positive cash flow from
continuing operations of $27,634.

The Company's revenues from rental income increased approximately
$375,000 (an 1100% increase) during the three months ended December

                                      (9)

31, 1996 as compared to the three months ended December 31, 1995. This
increase is due to additional lease revenues generated from the
purchase of $18,300,000 in model homes in the twelve months ended
December 31, 1996.

Real Estate option fee revenues of $263,486 were generated from the
land acquisition and contract development program, for the quarter
ended December 31, 1996. The Company generated no option fee revenues
for the quarter ended December 31, 1995.

Corporate costs increased from $14,971 for the quarter ended December 31, 1995
to $276,118 for the quarter ended December 31, 1996.  This increase was
attributable to the hiring of five new employees and the selling, general and
administrative costs associated with generating the increased revenue levels.
Corporate expenses as a percentage of total revenues decreased 29% from 45%
for the quarter ended December 31, 1995 to 16% for the quarter ended
December 31, 1996.


Six Months Ended December 31, 1996 compared to Predecessor Six Months Ended
December 31, 1995.

The Company's predecessor had no revenues for the six months ended December 31,
1995, accordingly, no revenue comparisons are presented.

Selling, general and administrative expenses increased $239,000 (or 130%)
during the six months ended December 31, 1996, as compared to the corresponding
fiscal 1995 period, primarily due to the predecessor's limited operations
for fiscal year 1995.

The Company had net income of $55,000 for the six months ended December 31,
1996, as compared to net loss of $208,000 for the Company's predecessor for
the six months ended December 31, 1995.


Model homes on lease net of accumulated depreciation have increased to
$17,912,459 at December 31, 1996 from $1,930,788 at December 31, 1995, 
a 827% increase.

A breakdown of lease rental revenues by location is as follows:

                  Model Home        Lease Revenues         # Model Homes
State           Cost at 12/31/96  10/1/96 to 12/31/96     Owned at 12/31/96

Florida            $12,727,261         $ 245,190                73

Colorado           $ 3,262,778         $  97,886                15

Virginia           $ 1,220,232         $  36,607                 5

North Carolina     $   737,288         $  22,119                 3

Texas              $   204,477         $   6,134                 1
                   -----------         ---------                --
Total              $18,152,036         $ 407,936                97
                   ===========         =========                ==


The average purchase price of model homes acquired by the Registrant was
approximately $187,000.  For the quarter ended 12/31/96, the Registrant has
sold six model homes for total sales price of $ 1,018,890 less costs of sales
of $997,864 for a net gain of $21,026.

                                      (10)

The following is an analysis of the Company's return on investments from the
sale-leaseback program and the land acquisition and contract development
program as of December 31, 1996.

Return on Investment - Sale-Leaseback Program
- ---------------------------------------------
                                                        Monthly   Net    Annual
Model Home Units Purchase  Bank     Equity   Monthly Interest Monthly Return On
Location Purchased Price Financing Contribution Revenue Expense Income Invest.
- -------- --------- ----- --------- ------------ ------- ------- ------ ------
Florida        73  12727260    8981350   3745910   127273   65888   61385 19.7%

Colorado       15   3262779    2395686    867093    32628   18467   14161 19.6%

Virginia        5   1220232     831935    388297    12202    6136    6067 18.7%

North Carolina  3    737288     505800    231488     7373    3794    3579 18.6%

Texas           1    204477          0    204477     2045       0    2045 12.0%
              ---  --------   --------   -------   ------   -----   ----- ----
Totals         97  18152036   12714771   5437265   181520   94285   87237 19.3%
              ===  ========   ========   =======   ======   =====   ===== ====


Return on Investment - Land Acquisition and Contract Development Program
- ------------------------------------------------------------------------
                                                        Monthly   Net    Annual
Land             Purchase  Bank     Equity   Monthly Interest Monthly Return On
Location           Price Financing Contribution Revenue Expense Income Invest.
- --------           ----- --------- ------------ ------- ------- ------ ------

Florida             8591956    6875000   1716956    85920   52995   32925 23.0%
                    =======    =======   =======    =====   =====   ===== ====


Liquidity and Capital Resources

The Registrant's principal business, leasing of model homes and land
acquisition and contract development, is a capital-intensive operation
requiring constant infusions of cash as the number and size of transactions in
which the Registrant is involved increases.  To date, this business has been
financed by capital contributed and loans made by shareholders,
secured loans from banks, and an offshore private placement.

These capital contributions, loans and offering have been adequate to permit
the Registrant to carry on operations to date.  However, in order to finance
the expansion of operations over the coming fiscal year, additional funds
must be raised through the issuance of debt or equity securities.  To fill
this need, the Registrant anticipates completing a securities offering of
$5-15 million prior to the end of fiscal 1997. The net proceeds of this
offering, together with existing cash of approximately $186,000 will enable
the Company to finance its growing level of operations.  In addition, the
Registrant has $3,600,000 available on a revolving line of credit from
Capital Bank of Miami, Florida.

                                      (11)

The Company is currently negotiating the following to finance current as
well as future expansion:

  * $10,000,000 credit facility with a Denver, Colorado bank.

  * $25,000,000 syndicated credit facility.

  * $30,000,000 private placement of Senior Notes with warrants.

  * $125,000,000-$150,000,000 structured finance as well as a securitization
    program.

  * Convertible debt and/or convertible preferred stock private placements 
    with institutional investors.

The Company continually explores a multitude of debt and equity options.


The Registrant's present commitments for capital expenditures include the
purchase of $3,300,000 in model homes from Engle Homes, and $3,100,000 in
model homes from The Fortress Group, with closings scheduled from January 1997
through March 1997.  Verbal commitments have been made to purchase $9,000,000
in model homes from Laing Homes, and $3,100,000 from Continental Homes, with
closings anticipated between February 1997 and April 1997.

The Registrant expects that it will be able to finance these transactions and
others it currently is negotiating through available cash from the sources
described above and from other secured bank loans.  In addition, the
Registrant is exploring the possibility of selling, either publicly or
privately, securities backed by its model home inventory and land contract
and development contracts.  There can be no assurance, however, that any of
the anticipated sources of funding will ultimately be available to the
Registrant or that other financing will be available on acceptable terms.

Cash Flows
Net cash provided in operating activities totaled $195,000, comprised of net
income of $55,000, plus a net change in other operating assets and liabilities
of $171,000, offset by $31,000 of net adjustments for non-cash items.

Net cash used in investing activities totaled $2,089,000, comprised of the
purchase of $3,582,000 in model homes and $4,000 in capital expenditures,
offset by $1,258,000 from the sale of model homes, and $239,000 from the sale
of marketable securities.

Net cash provided by financing activities totaled $1,309,000, comprised of
proceeds from mortgages payable of $1,390,000, proceeds from stockholder loans
of $1,150,000, and $1,000 from issuance of common stock, offset by principal
payments on mortgages payable of $1,124,000, deferred costs of $93,000, and
preferred stock distributions of $15,000.


Trends in Operations

The Registrant's operations are currently accelerating at a rapid rate. Such
growth has resulted from the ongoing acquisition of model homes under lease
and from the implementation of the Company's new land acquisition and
contract development program.  Both programs have generated significant
interest from  national real estate developers including Hovnanian, Engle,
Bovis, Pulte, MDC, Avatar, Ryland,  and others.  The Company's successful
implementation of these programs has led to increased credit facilities. 
JJFN is currently negotiating new credit relationships with major financial
institutions (banks, insurance companies, public and private investors, and
financial subsidiaries of major industrial corporations).

For the quarter ended December 31, 1996, purchases of model homes exceeded
$5,700,000, increasing total model homes on lease at December 31, 1996 to
over  $18,000,000.  Monthly lease rental revenues increase to  over
$180,000, starting in January 1997.  In addition, the registrant intends to
continue purchasing model homes as quickly as transactions can be negotiated
with developers and financing obtained.  

                                      (12)

In September 1996, the Company purchased a 70 acre tract of land in Boca
Raton, Florida, which will be developed into 370 home sites.  The land
is currently generating monthly option fee revenues in excess of $85,000.
Following completion of the development (approximately six months
following date of acquisition in September 1996),  revenues to the
Registrant from option fees and sales of developed lots  will be a minimum
of $1,250,000 per calendar quarter, until completion of the project.


The following table illustrates JJFN Services, Inc.'s growth in assets and
revenues since inception.

Asset & Revenue Growth By Quarter For Continuing Operations

                                        %               %                 %
                12/31/95    3/31/96    Inc.   6/30/96  Inc.    9/30/96   Inc.
                -------------------------------------------------------------
Total Assets    3,512,090  11,917,231  239%  13,895,320  17%  23,887,575  72%
                -------------------------------------------------------------
Revenues  (*)      33,116     127,211  284%     325,076 156%     432,935  33%
                -------------------------------------------------------------
(*) Net of cost of model homes sold.

                               %
                12/31/96      Inc.
                ------------------
Total Assets    29,778,118   24.7%
                ------------------
Revenues  (*)      695,936   60.7%
                ------------------
(*) Net of cost of model homes sold.


Cumulative Asset & Revenue Growth From 12/31/95 For Continuing Operations

                                        %               %                 %
                12/31/95    3/31/96    Inc.   6/30/96  Inc.    9/30/96   Inc.
                -------------------------------------------------------------
Total Assets    3,512,090  11,917,231  239% 13,895,320  296% 23,887,575  580%
                -------------------------------------------------------------
Revenues  (*)      33,116     127,211  284%    325,076  882%    432,935 1207%
                -------------------------------------------------------------
(*) Net of cost of model homes sold.

                                  %
                12/31/96         Inc.
                ---------------------
Total Assets    29,778,118     747.9%
                ---------------------
Revenues  (*)      695,936    2001.5%
                ---------------------
(*) Net of cost of model homes sold.

                                      (13)

Forward Looking Statements

This report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") concerning
the Company's operations, economic performance and financial conditions,
including, in particular, the likelihood of the Company's success in
developing and bringing to market the products which it currently has under
development.  These statements are based upon a number of assumptions and
estimates which are inherently subject to significant uncertainties, and
contingencies, many of which are beyond the control of the Company and
reflect future business decisions which are subject to change.  Some of
these assumptions inevitably will not materialize, and unanticipated events
will occur which will affect the Company's results.  Consequently, actual
results will vary from the statements contained herein and such variance may
be, and is likely to be material.  Prospective investors should not place
undue reliance on this information.










                                      (14)









SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf of the
undersigned thereunto duly authorized.


                                           JJFN SERVICES, INC.



                                  By: /s/John P. Kushay
                                             John P. Kushay, Treasurer
                                             Chief  Financial Officer and
                                             Chief Accounting Officer

      (Duly Authorized Officer)
Date:   January 9, 1997








































                                      (15)


<TABLE> <S> <C>


<ARTICLE>  5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-END>                               DEC-31-1996
<CASH>                                         186,182
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               245,725
<PP&E>                                      26,743,992
<DEPRECIATION>                                 239,577
<TOTAL-ASSETS>                              28,554,868
<CURRENT-LIABILITIES>                       20,446,021
<BONDS>                                              0
                                0
                                      4,000
<COMMON>                                        16,660
<OTHER-SE>                                   8,088,187
<TOTAL-LIABILITY-AND-EQUITY>                28,554,868
<SALES>                                      2,385,349
<TOTAL-REVENUES>                             2,385,349 
<CGS>                                        2,138,287
<TOTAL-COSTS>                                2,138,287
<OTHER-EXPENSES>                               422,589
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                               (175,527)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (175,527)
<DISCONTINUED>                                 230,432
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    54,905 
<EPS-PRIMARY>                                       (0)
<EPS-DILUTED>                                        0
        


</TABLE>


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