JJFN SERVICES INC
10-Q/A, 1997-07-15
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 March 31, 1997

[   ]    TRANSITION REPORT UNDER SECTION 10 OR 15(d) OF THE EXCHANGE
         ACT OF 1934

Commission File Number 0-28168

                              JJFN Services, Inc.
             (Exact name of Registrant 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 260, Boca Raton, Florida  33431
                    (Address of principal executive offices)

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


Check whether the registrant(1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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 April 7, 1997

Class of Securities                     Outstanding Shares

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

Preferred Stock, $.01 par value,            400,000 shares
<PAGE>







                              JJFN SERVICES, INC.

                                     INDEX


                        Part I.    FINANCIAL INFORMATION

Item 1.  Financial Statements                                     Page Number

         Condensed Consolidated Balance Sheets as of                  3
         March 31, 1997 (unaudited) and June 30, 1996.

         Condensed Consolidated Statement of Operations               4
         for the three and nine months ended March 31, 1997, and
         Predecessor three and nine months ended March 31, 1996.
         (unaudited)

         Condensed Consolidated Statement of Cash Flows               5
         for the nine months ended March 31, 1997, and
         Predecessor nine months ended March 31, 1996.
         (unaudited)

         Notes to Condensed Consolidated Financial Statements       6-7
         (unaudited)

Item 2.  Management's Discussion and Analysis of Financial         8-12
         Condition and Results of Operations.

                         Part II.    OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

              No reports on Form 8-K were filed for the three months ended
              March 31, 1997.

         Signatures                                                  13

Exhibit No.

   11         Computation of earnings per share.                     14

<PAGE>













<TABLE>
                              JJFN SERVICES, INC.
                                 AND SUBSIDIARY
<CAPTION>
                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                                   (Unaudited)   
                                                    March 31        June 30 
                                  ASSETS             1997             1996     
                                                   -----------     ----------- 
<S>                                                  <C>             <C>        
Revenue producing assets:
 Model homes on lease                              $22,342,583     $11,333,561 
 Less: accumulated depreciation                       (363,462)        (88,027)
                                                   -----------     ----------- 
 Model homes on lease, net                          21,979,121      11,245,534

 Real estate under contract                          8,591,956               -
                                                   -----------     ----------- 
   Total revenue producing assets                   30,571,077      11,245,534 
                                                   -----------     ----------- 
Other assets:
 Cash                                                  301,508         770,723 
 Marketable securities and related receivables               -       1,462,500 
 Net assets realizable on divestiture                1,312,500         832,068 
 Deferred charges and other assets                     553,809         416,563 
                                                   -----------     ----------- 
   Total other assets                                2,167,817       3,481,854 
                                                   -----------     ----------- 
   Total assets                                    $32,738,894     $14,727,388 
                                                   ===========     =========== 

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
 Mortgages payable                                 $23,351,149     $ 6,477,271 
 Notes payable                                         775,907               -
 Accounts payable & accrued expenses                   392,245         131,739 
 Unearned rental revenue                               208,347          60,136 
                                                   -----------     ----------- 
    Total liabilities                               24,727,648       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                                  (227,649)       (184,953) 
                                                   -----------     ----------- 
   Total stockholders' equity                        8,011,246       8,058,242 
                                                   -----------     ----------- 
   Total liabilities and stockholders' equity      $32,738,894     $14,727,388 
                                                   ===========     =========== 
                            See accompanying notes.
<PAGE>                                      (3)


                              JJFN SERVICES, INC.
                                 AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
             Three Months and Nine Months Ended March 31, 1997 and 
         Predecessor Three Months and Nine Months Ended March 31, 1996
                                (Unaudited)

                                  Three Months Ended        Nine Months Ended
                                       March 31,               March 31,
                                   1997        1996         1997        1996
                                 ---------   ---------    ---------   ---------
Revenues:                                         
  Lease revenue & option fees    $ 868,251   $       -   $1,957,854   $       -
  Construction revenue                   -      48,750            -      48,750
  Model Home sales                 633,207           -    1,916,376           -
  Interest Income                   60,137       2,629       72,713       2,629
                                 ---------   ---------    ---------   ---------
  Total Revenues                 1,561,595      51,379    3,946,943      51,379
                                 ---------   ---------    ---------   ---------
Costs and expenses:
  Interest expense                 493,970      36,932    1,094,959      61,587
  Cost of model homes sold         608,709           -    1,865,186           -
  Depreciation and amortization    203,375      16,682      484,196      16,682
  Construction costs                     -      33,018            -      33,018
  Corporate                        353,142      48,314      775,731     231,871
                                 ---------   ---------    ---------   ---------
  Total Operating Expenses       1,659,196     134,946    4,220,072     343,158
                                 ---------   ---------    ---------   ---------
Loss from continuing operations    (97,601)    (83,567)    (273,129)   (291,779)
                                 ---------   ---------    ---------   ---------
Loss from divested operations            -           -     ( 54,444)          -
Gain on disposal of divested             -           -      284,876           -
  operations
                                 ---------   ---------    ---------   ---------
Net loss                           (97,601)    (83,567)     (42,697)   (291,779)
                                 ---------   ---------    ---------   ---------

Preferred stock distribution             -           -        5,000           -
                                 ---------   ---------    ---------   ---------
Loss applicable to  
  common shareholders            $ (97,601)  $ (83,567)   $ (47,697)  $(291,779)
                                 =========   =========    =========   =========

Earnings (Loss) per share data:
  Continuing operations          $  ( 0.01)  $   (0.03)   $  ( 0.02)  $   (0.21)
  Divested operations                    -            -        0.01           -
                                 ---------   ---------    ---------   ---------
  Net income (loss)              $   (0.01)      (0.03)   $   (0.01)  $   (0.21)
                                 =========   =========    =========   =========

Weighted average number         16,659,990   3,099,868   16,514,370   1,381,738
 of shares

                            See accompanying notes.
                                      (4)
<PAGE>
                              JJFN SERVICES, INC.
                                 AND SUBSIDIARY
<CAPTION>
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                        Nine Months Ended March 31, 1997 and
                  Predecessor Nine Months Ended March 31, 1996
                                  (Unaudited)

                                                 Nine Months     Nine Months
                                                     Ended          Ended
                                                    3/31/97        3/31/96
                                                 ------------   ------------

<S>                                                    <C>          <C>         
Net Loss                                            $ (42,697)   $ (291,779)
                                                   -----------  ------------
Adjustments to reconcile net loss to net cash
 provided by operating activities:
 Amortization expense                                 171,254         6,876
 Depreciation expense                                 312,941         9,806
 Stock issued for consulting services                       -       140,000
 Gain on sale of model homes                          (51,190)            -
 Gain on disposal of divested operations             (284,876)            -
 Changes in assets and liabilities:
   Decrease in deferred charges and other assets       98,436             -
   Increase in contract receivables                         -       (48,750)
   Increase in other assets                                 -       (63,609)
   Increase in accounts payable and accrued expenses  270,506       125,792
   Increase in unearned rental revenue                148,211             -
   Increase in net assets realizable on divestiture  (195,556)            -
                                                   -----------    ----------
    Total adjustments                                 469,726       170,115
                                                   -----------    ----------
    Net cash provided by operating activities         427,029      (121,664)
                                                   -----------    ----------
Cash flows from investing activities
 Purchase of model homes                           (4,056,630)            -
 Proceeds from sale of model homes                  1,850,970             -
 Proceeds from sale of marketable securities          239,250             -
 Capital expenditures                                 (23,643)       (7,754)
 Investment in real estate                                  -      (353,446)
 Deferred offering costs                                    -       (15,000)
 Cash acquired in asset acquisition                         -       339,900
                                                   -----------    ----------
    Net cash used in investing activities          (1,990,053)      (36,300)
                                                   -----------    ----------
Cash flows from financing activities:
 Proceeds from mortgages payable                    1,450,288             -
 Principal payments on mortgages payable           (1,679,493)            -
 Deferred financing costs                             (63,857)            -
 Deferred offering costs                              (53,829)            -
 Proceeds from stockholder loans                            -        12,500
 Proceeds from notes payable                        1,455,000       100,000
 Proceeds from issuance of common stock & options         700     3,725,000
 Loan to affiliate                                          -      (911,626)
 Principal payments on long term debt                       -        (1,691)
 Preferred distribution                               (15,000)            -
                                                   -----------   -----------
    Net cash provided by financing activities       1,093,809     2,924,183
                                                   -----------   -----------
Net decrease in cash                                 (469,215)    2,766,219

Cash at beginning of period                           770,723             -
                                                   -----------   -----------
Cash at end of period                                $301,508    $2,766,219
                                                   ===========   ===========
Supplemental disclosure of cash flow information:

                               Interest paid -       $973,944       $15,033
</TABLE>
                            See accompanying notes.
                                      (5)
<PAGE>
                              JJFN SERVICES, INC.
                                 AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 1997
                                  (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, and the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1996.


Note 2. Commitments & Contingencies

Model home purchase commitments
The Company has commitments to purchase approximately $16,150,000 (75 model
homes) from two major, publicly traded homebuilders in April 1997.

Verbal commitments have been made to purchase approximately $8,000,000 (48
model homes) from a major publicly traded homebuilder in July 1997.

Model home sales contracts
The Company has two sales contracts pending on model homes. 

Financing Activities
The Company has engaged the U.S. subsidiary of a major foreign financial
institution, to provide financial advisory  and investment banking services,
in connection with a revolving secured credit facility and securitization of
(i) Model Home Lease Receivables and (ii) Real Estate Contract Receivables. 

The preliminary Term Sheet provides for a $25,000,000 secured revolving credit
facility at Libor plus a spread.  It is contemplated that the facility may
increase to $100,000,000 after the initial closing.  This arrangement is
subject to formal credit approval, completion of due diligence, and
documentation.

<PAGE>






                                      (6)


Development Funding Requirements
The Company has development funding commitments for the 70 acre tract of land
in Boca Raton, Florida, purchased in September 1996.  The Company is scheduled
to fund $5,503,000 as outlined below:

         April 1997          $ 275,150
         May 1997              275,150
         June 1997             440,240 
         July 1997             660,360
         August 1997           770,420
         September 1997        770,420
         October 1997          770,420
         November 1997         660,360
         December 1997         550,300
         January 1998          330,180
                            ----------
         Total              $5,503,000
                            ----------

Real Estate Under Contract Commitments

The Company has executed a letter of intent with a major publicly traded
homebuilder and real estate developer to acquire 4-5 tracts of land having a
fully developed cost of $75,000,000 to $85,000,000.  The agreement provides
for a unit takedown schedule of finished lots over a period not to exceed 36
months.  The closing is subject to completion of due diligence and formal
documentation among other events.

In connection with the above transaction, the Company has accepted a proposal
from a U.S. subsidiary of a major foreign financial institution to act as
underwriter or placement agent for the asset backed securities.  The
institution will sponsor, prepare and present to the rating agencies the
proposed structure and transaction details, with the goal of obtaining either
multi-tranche or single-tranche investment grade ratings for the securities. 
The closing is subject to completion of customary due diligence and approvals.


                                      (7)
<PAGE>

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

                                    OVERVIEW
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 real estate contract acquisition, development and sale program 
     for major homebuilders and real estate developers.  The Company
     purchases the real estate, simultaneously enters into a bonded (not to
     exceed) development contract with the builder, who then develops the real
     estate.  The builder purchases the finished lots from the Company
     on a scheduled basis.

Since its inception, the Company has purchased a total of 129 model homes
and sold 15, resulting in a portfolio of 114 model homes owned at March 31, 
1997. All of the Company's clients are major publicly traded homebuilders.
<TABLE>

A summary of the operating results of JJFN Services, Inc. and subsidiary for
the three months ended March 31, 1997, and March 31, 1996 are presented below.
<CAPTION>
                                          Three Months     Three Months
                                             Ended           Ended
                                            March 31        March 31
                                              1997      %     1996      %
                                          --------------------------------
<S>                                           <C>     <C>      <C>     <C>
Revenues:
  Lease revenue & option fees             $ 868,251    56%   $ 94,095  97% 
  Model home sales                          633,207    41%          -   -
  Interest income                            60,137     3%      2,721   3%
                                          --------------------------------
   Total revenues                        $1,561,595   100%     96,816 100% 

Costs and expenses:
  Interest expense                          493,970    32%     69,595  72%
  Cost of model homes sold                  608,709    39%          -   -
  Corporate                                 353,142    23%     83,362  86%
                                          --------------------------------
  Total costs and expenses                1,455,821    93%    152,957 158%
                                          --------------------------------
Income(loss) before                  
  depreciation & amortization               105,774     7%    (56,141)(58%)

Depreciation & amortization                 203,375    13%     33,012  34%
                                          --------------------------------
Net Loss                                  $ (97,601)   (6%)  $(89,153)(92%)
                                          ================================
</TABLE>

<PAGE>                                      (8)

Financial data for the registrant's predecessor, JJFN Holdings, Inc., is not
presented for the nine months ended March 31, 1996.  The predecessor had
limited revenues and expenses which are not relevant to the operations of 
JJFN Services, Inc. or to any comparison of its operating results.

Results of Operations:

Three Months Ended March 31, 1997 compared to March 31, 1996.

For the period from January 1, 1997 through March 31, 1997, the Registrant had
revenues of $1,561,595 of which lease rentals on model homes totaled $610,492,
revenues from the sale of model homes were $633,207, and revenues from option
fees were $257,759. Net loss for the period was $97,601. Depreciation and
amortization for the quarter totaled $203,375 resulting in a positive cash
income from operations of $105,774.

The Company's revenues from rental income increased approximately $516,000 (a
550% increase) during the three months ended March 31, 1997 as compared to
the three months ended March 31, 1996. This increase is due to additional
lease revenues generated from the purchase of $18,945,000 in model homes in
the twelve months ended March 31, 1997.

Real Estate option fee revenues of $257,759 were generated from the real
estate under contract program, for the quarter ended March 31, 1997. The
Company generated no option fee revenues for the quarter ended March 31, 1996.

Corporate costs increased from $83,362 for the quarter ended March 31, 1996
to $353,142 for the quarter ended March 31, 1997.  This increase was
attributable to the hiring of additional personnel and the selling, general and
administrative costs associated with generating the increased revenue levels.
Corporate costs as a percentage of total revenues decreased 62% from 86%
for the quarter ended March 31, 1996, to 24% for the quarter ended March 31,
1997.

Nine Months Ended March 31, 1997 compared to March 31, 1996.
Financial data for the registrant's predecessor, JJFN Holdings, Inc., is not
presented for the nine months ended March 31, 1996.  The predecessor had
limited revenues and expenses which are not relevant to the operations of 
JJFN Services, Inc. or to any comparison of its operating results.


Model homes on lease net of accumulated depreciation have increased to
$21,979,121 at March 31, 1997 from $5,701,018 at March 31, 1996, a 285%
increase.
<TABLE>
A breakdown of lease rental revenues by state is as follows:
<CAPTION>
                  Model Home        Lease Revenues         # Model Homes
State           Cost at 3/31/97    1/1/97 to 3/31/97     Owned at 3/31/97
<S>                   <C>              <C>                    <C>

Florida            $13,822,857         $ 413,851                77

Colorado           $ 3,799,355         $ 109,480                18

Virginia           $ 1,495,847         $  42,297                 6

North Carolina     $   737,288         $  22,119                 3

Texas              $   910,481         $  20,710                 5

Georgia            $ 1,576,755         $   2,035                 5
                   -----------         ---------               ---
Total              $22,342,583         $ 610,492               114
                   ===========         =========               ===
</TABLE>
                                      (9)
<PAGE>

The average purchase price of model homes acquired by the Registrant was
approximately $196,000.  For the quarter ended March 31, 1997, the Registrant
has sold four model homes for total sales price of $ 633,207 less costs of
sales of $608,709 for a net gain of $24,498.

The following is an analysis of the Company's return on investments from the
sale-leaseback program and the real estate under contract program as of March
31, 1997.
<TABLE>
Return on Investment - Sale-Leaseback Program
- ---------------------------------------------
<CAPTION>
                                            Monthly     Monthly   Net    Annual
Model Home Units Purchase  Bank     Equity   Rental  Interest Monthly Return On
Location Purchased Price Financing Contribution Revenue Expense Revenue Invest.
- -------- --------- ----- --------- ------------ ------- ------- ------ ------
<S>           <C>     <C>       <C>        <C>       <C>     <C>     <C>   <C>
Florida        77  13822857   10200988   3621869   138229   74704   63525 21.0%

Colorado       18   3799355    2776315   1023040    37994   21401   16593 19.5%

Virginia        6   1495847    1034346    461501    14958    7610    7348 19.1%

North Carolina  3    737288     505800    231488     7373    3794    3579 18.6%

Texas           5    910481     709100    201381     9105    5171    3934 23.4%

Georgia         5   1576755    1249600    327155    15768    9632    6135 22.5%
              ---  --------   --------   -------   ------   -----   ----- ----
Totals        114  22342583   16476149   5866434   223426  122311  101115 20.7%
              ===  ========   ========   =======   ======   =====   ===== ====


Return on Investment - Real Estate Under Contract Program
- ------------------------------------------------------------------------
                                                        Monthly   Net    Annual
Land             Purchase  Bank     Equity   Monthly Interest Monthly Return On
Location           Price Financing Contribution Revenue Expense Revenue Invest.
- --------           ----- --------- ------------ ------- ------- ------ ------

Florida             8591956    6875000   1716956    85920   52995   32925 23.0%
                    =======    =======   =======    =====   =====   ===== ====
</TABLE>

Liquidity and Capital Resources

The Registrant's principal business, leasing of model homes and real estate
under contract, 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
$10-25 million prior to the end of 1997. The net proceeds of this offering,
together with new financings and existing cash of approximately $300,000,
should enable the Company to finance its growing level of operations.

                                      (10)
<PAGE>
The Company has engaged the U.S. subsidiary of a major foreign financial
institution, to provide financial advisory  and investment banking services,
in connection with a revolving secured credit facility and securitization of
(i) Model Home Lease Receivables and (ii) Real Estate Contract Receivables. 

The preliminary Term Sheet provides for a $25,000,000 secured revolving credit
facility at Libor plus a spread.  It is contemplated that the facility may
increase to $100,000,000 after the initial closing.  This arrangement is
subject to formal credit approval, completion of due diligence, and
documentation.

The Company has executed a letter of intent with a major publicly traded
homebuilder and real estate developer to acquire 4-5 tracts of land having a
fully developed cost of $75,000,000 to $85,000,000.  The agreement provides
for a unit takedown schedule of finished lots over a period not to exceed 36
months.  The closing is subject to completion of due diligence and formal
documentation among other events.

In connection with the above transaction, the Company has accepted a proposal
from a U.S. subsidiary of a major foreign financial institution to act as
underwriter or placement agent for the asset backed securities.  The
institution will sponsor, prepare and present to the rating agencies the
proposed structure and transaction details, with the goal of obtaining either
multi-tranche or single-tranche investment grade ratings for the securities. 
The closing is subject to completion of customary due diligence and approvals.

The Company has commitments to purchase approximately $16,150,000 (75 model
homes) from two major, publicly traded homebuilders in April 1997.

Verbal commitments have been made to purchase approximately $8,000,000 (48
model homes) from a major publicly traded homebuilder in July 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 real estate
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 Flow - Nine Months Ended March 31, 1997.

Net cash provided in operating activities comprised net loss of $42,697, net
adjustments for non-cash items of $148,128, plus a net change in other
operating assets and liabilities of $321,597.

Net cash used in investing activities comprised the purchases of $4,056,630 in
model homes and $23,643 in other assets, offset by the sale of $1,850,970 in
model homes and $239,250 in proceeds from the sale of marketable securities.

Net cash provided by financing activities comprised proceeds from mortgages
payable of $1,450,288, notes payable of $1,455,000, and  issuance of common
stock of $700, offset by principal payments on mortages payable of $1,679,493
and deferred costs of $132,686.

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 home builders and real estate developers. The Company's successful
implementation of these programs has led to increased credit facilities. 

For the quarter ended March 31, 1997, purchases of model homes exceeded
$4,750,000, increasing total model homes on lease at March 31, 1997 to
over $22,000,000.  Monthly lease rental revenues on these assets will be in
excess of $220,000 per month. 

                                      (11)
<PAGE>
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 material.  Prospective investors should not place undue reliance on this
information.

<PAGE>
                                      (12)
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:   April 15, 1997

                                      (13)
<PAGE>
                        JJFN Services, Inc. - Form 10-Q
                        Nine Months Ended March 31, 1997
<TABLE>
                                   Exhibit 11
<CAPTION>
                                        Three Months  Three Months  Nine Months
                                           Ended         Ended        Ended
                                          March 31      March 31     March 31
                                            1997          1996         1997
                                        ------------  ------------  -----------
<S>                                        <C>           <C>          <C>
Primary

Income (loss) from
Continuing operations                   $  (97,601)   $  (89,153)   $ (278,129)
Discontinued operations                          -             -       230,432
                                        ------------  ------------  -----------
Net loss applicable to common stock        (97,601)      (89,153)     ( 47,697)
                                        ============  ============  ===========
Weighted average number of common        16,659,990    10,000,000    16,514,370
  shares outstanding

Income(loss) per common share
  Continuing operations                     (0.01)        (0.01)       (0.02) 
  Discontinued operations                       -             -         0.01
                                        ------------  ------------  -----------
  Net loss                              $   (0.01)        (0.01)       (0.01)
                                        ============  ============  ===========

Primary loss per common share does not include the effect of common stock
equivalents because the effect of such inclusion would be to reduce loss per
common share.


Company organized november 2, 1995, nine month comparative figures not available
The information for the three months ended March 31, 1997 are for JJFN Services,
Inc. and not for the predecessor company as shown in the statement of 
operations.

                                      (14)
<PAGE>



</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>




[TYPE]     EX-27
[TEXT]
<ARTICLE> 5
       

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                         301,508
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               305,332
<PP&E>                                      30,934,539
<DEPRECIATION>                                 363,462
<TOTAL-ASSETS>                              32,738,894
<CURRENT-LIABILITIES>                       24,727,648
<BONDS>                                              0
                                0
                                      4,000
<COMMON>                                        16,660
<OTHER-SE>                                   7,990,586
<TOTAL-LIABILITY-AND-EQUITY>                32,738,894
<SALES>                                      3,874,230
<TOTAL-REVENUES>                             3,946,943 
<CGS>                                        3,444,341
<TOTAL-COSTS>                                3,444,341
<OTHER-EXPENSES>                               775,731
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                (42,697)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (273,129)
<DISCONTINUED>                                 230,432
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (42,697)
<EPS-PRIMARY>                                       (0)
<EPS-DILUTED>                                        0
        

</TABLE>


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