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 September 30, 2005

                                       OR

|_|    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

        For the transition period from ______________ to _______________

                        Commission File Number 001-14911

                            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
                                                            Identification No.)


15165 Ventura Boulevard, Suite 330, Sherman Oaks, CA            91403
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code          (818) 907-6580

      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 |_|

      Indicate by check mark whether the Registrant is an accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

      Indicate  by check mark  whether  the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

      Indicate the number of shares  outstanding of each of the issuer's classes
of common stock, as of the latest  practicable date. As of November 1, 2005, the
Registrant had the following  number of shares of common stock,  $0.01 par value
per share, outstanding: 3,580,119.

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

                    JB Oxford Holdings, Inc. and Subsidiaries
                 Consolidated Statements of Financial Condition

<TABLE>
<CAPTION>
                                                         September 30,    December 31,
                                                             2005             2004
                                                          (Unaudited)
                                                         -------------    ------------
<S>                                                      <C>              <C>
Assets:

  Cash and cash equivalents                              $ 7,115,458      $ 5,270,077

  Cash segregated under federal and other regulations             --        3,132,172

  Receivable from broker-dealers                             120,585           99,608

  Receivable from customers                                       --              209

  Other receivables                                        3,931,042       12,413,265

  Securities owned                                         4,051,918            9,825

  Notes receivable from shareholder                        2,500,000        2,500,000

  Investment in land                                       5,648,675        5,598,675

  Furniture, equipment, and leasehold improvements
   (at cost - net of accumulated depreciation and
    amortization of $528,613 and $344,347)                 1,076,849        1,253,836

  Clearing deposits                                        3,742,136        4,652,541

  Other assets                                               712,273          671,561
                                                         -----------      -----------
  Total assets                                           $28,898,936      $35,601,769
                                                         ===========      ===========
</TABLE>

See accompanying notes.


                                       2
<PAGE>

                    JB Oxford Holdings, Inc. and Subsidiaries
                 Consolidated Statements of Financial Condition

<TABLE>
<CAPTION>
                                                      September 30,    December 31,
                                                          2005             2004
                                                       (Unaudited)
                                                      -------------    ------------
<S>                                                   <C>              <C>
Liabilities and shareholders' equity:

   Liabilities:

     Short term borrowings                            $  2,600,000     $  3,400,000

     Payable to broker-dealers and
       clearing organizations                                   --          160,543

     Payable to customers                                       --            7,071

     Income taxes payable                                  154,358          150,000

     Deferred taxes payable                                     --          950,000

     Accounts payable and accrued liabilities            3,061,988        3,138,999

     Notes payable                                       2,889,375        3,292,153
                                                      ------------     ------------
   Total liabilities                                     8,705,721       11,098,766
                                                      ------------     ------------

   Commitments and contingencies

   Shareholders' equity:

     Common stock ($.01 par value,
      100,000,000 shares authorized; 3,627,113 and
      3,739,413 shares issued)                              36,271           37,394

     Additional paid-in capital                         22,974,695       23,282,397

     Retained earnings (deficit)                        (1,904,550)       2,096,413

     Treasury stock at cost, 46,994 shares                (913,201)        (913,201)
                                                      ------------     ------------
   Total shareholders' equity                           20,193,215       24,503,003
                                                      ------------     ------------
   Total liabilities and shareholders' equity         $ 28,898,936     $ 35,601,769
                                                      ============     ============
</TABLE>

See accompanying notes.


                                       3
<PAGE>

                    JB Oxford Holdings, Inc. and Subsidiaries
                      Consolidated Statements Of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                  Nine Months Ended Sept 30,       Quarter Ended Sept 30,
                                                    2005            2004            2005            2004
<S>                                              <C>             <C>             <C>             <C>
Revenues:
   Brokerage                                     $   624,484     $   288,113     $   165,508     $   195,916
   Other                                             346,151              --          82,124              --
                                                 -----------     -----------     -----------     -----------
   Total revenues                                    970,635         288,113         247,632         195,916
                                                 -----------     -----------     -----------     -----------
Expenses:
   General and administrative                      5,842,043       3,942,105       2,397,314       1,178,062
   Depreciation and amortization                     184,266         116,354          60,445          36,840
                                                 -----------     -----------     -----------     -----------
   Total expenses                                  6,026,309       4,059,459       2,457,759       1,214,902
                                                 -----------     -----------     -----------     -----------
   Loss from continuing operations before
     interest and taxes                           (5,055,674)     (3,770,346)     (2,210,127)     (1,018,986)
                                                 -----------     -----------     -----------     -----------
     Interest revenue                                480,265         173,673         177,609          57,887
     Interest expense                                187,721         482,667          92,119         160,889
                                                 -----------     -----------     -----------     -----------
       Net Interest
                                                     292,544        (308,994)         85,490        (103,002)
                                                 -----------     -----------     -----------     -----------
   Loss from continuing operations
     before taxes                                 (4,763,130)     (4,079,340)     (2,124,637)     (1,122,988)
     Income tax expense (benefit)                   (809,835)          6,100          89,629              --
                                                 -----------     -----------     -----------     -----------
   Net loss from continuing operations            (3,953,295)     (4,085,440)     (2,214,266)     (1,121,988)
                                                 -----------     -----------     -----------     -----------
   Income (loss) from discontinued
    operations before taxes                          (47,668)     (2,834,486)         45,021      (1,849,379)
     Income tax expense (benefit)                         --           6,200              --              --
                                                 -----------     -----------     -----------     -----------
   Net income (loss) from
    discontinued operations                          (47,668)     (2,840,686)         45,021      (1,849,379)
                                                 -----------     -----------     -----------     -----------
   Net loss                                      $(4,000,963)    $(6,926,126)    $(2,169,245)    $(2,971,367)
                                                 ===========     ===========     ===========     ===========
Basic net income (loss) per share:
   From continuing operations                    $     (1.10)    $     (2.10)    $     (0.62)    $     (0.51)
   From discontinued operations                        (0.01)          (1.45)           0.01           (0.83)
   Basic net income (loss) per share                   (1.11)          (3.55)          (0.61)          (1.34)

Diluted net income (loss) per share:
   From continuing operations                    $     (1.10)    $     (2.10)    $     (0.62)    $     (0.51)
   From discontinued operations                        (0.01)          (1.45)           0.01           (0.83)

   Diluted net income (loss) per share                 (1.11)          (3.55)          (0.61)          (1.34)

Weighted average number of shares
      Basic                                        3,607,268       1,949,404       3,580,119       2,216,761
      Diluted                                      3,607,268       1,949,404       3,580,119       2,216,761
</TABLE>

See accompanying notes.


                                       4
<PAGE>

                    JB Oxford Holdings, Inc. and Subsidiaries
                      Consolidated Statements Of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       For The Nine Months Ended
                                                                             September 30,
                                                                     ------------------------------
                                                                         2005             2004
                                                                     ------------     ------------
<S>                                                                  <C>              <C>
Cash flows from operating activities:
  Net loss                                                           $ (4,000,963)    $ (6,926,126)
  Adjustments to reconcile net loss to cash provided
   by (used in) operating activities:
     Depreciation and amortization                                        184,266        1,111,672
     Provision for bad debts                                                   --           51,340
     Deferred income taxes, net                                          (950,000)              --
     Gain on disposal of clearing operation                              (418,229)        (100,000)
   Changes in assets and liabilities:
     Cash segregated under federal and other regulations                3,132,172       27,581,674
     Receivable from broker-dealers and clearing organizations            (20,977)      18,434,836
     Receivable from customers                                                209       14,697,423
     Other receivables                                                    112,223        1,557,422
     Securities owned                                                       9,825         (489,590)
     Clearing deposits                                                    910,405        1,703,957
     Other assets                                                         (40,712)        (199,183)
     Payable to broker-dealers and clearing organizations                (160,543)     (29,739,160)
     Payable to customers                                                  (7,071)     (31,675,092)
     Securities sold, not yet purchased                                        --       (1,956,866)
     Accounts payable and accrued liabilities                             (77,011)       1,116,506
     Income taxes, net                                                      4,358               --
                                                                     ------------     ------------
Net cash provided by (used in) operating activities                    (1,322,048)      (4,831,187)
                                                                     ------------     ------------
Cash flows from investing activities:
  Capital expenditures                                                     (7,279)        (223,084)
  Investment in marketable securities                                  (4,051,918)              --
  Investment in land                                                      (50,000)              --
  Sale of clearing and retail brokerage operations                      8,788,229          100,000
  Acquisition and retirement of 112,300 share of treasury stock          (308,825)              --
                                                                     ------------     ------------
Net provided by (cash used) in investing activities                     4,370,207         (123,084)
                                                                     ------------     ------------
Cash flows from financing activities:
   Repayments of short term borrowings                                   (800,000)              --
   Repayments of notes payable                                           (402,778)        (125,000)
                                                                     ------------     ------------
Net cash used in financing activities                                  (1,202,778)        (125,000)
                                                                     ------------     ------------
Net increase (decrease) in cash and cash equivalents                    1,845,381       (5,079,271)
Cash and cash equivalents at beginning of the period                    5,270,077        6,897,970
                                                                     ------------     ------------
Cash and cash equivalents at end of the period                       $  7,115,458     $  1,818,699
                                                                     ============     ============
</TABLE>

See accompanying notes.


                                       5
<PAGE>

JB Oxford Holdings, Inc. and Subsidiaries
Notes To Consolidated Financial Statements
(Unaudited)


Note 1.   Company's Quarterly Report under Form 10-Q

      In the opinion of  Management,  the  accompanying  unaudited  consolidated
financial  statements  contain all  adjustments  necessary to present fairly the
consolidated  financial statements of JB Oxford Holdings,  Inc. and subsidiaries
(the  "Company")  for the periods  presented.  The results of operations for the
interim periods  presented are not  necessarily  indicative of the results to be
expected for the full year. The accompanying  consolidated financial information
should  be  read in  conjunction  with  the  Company's  2004  Annual  Report  on
Securities and Exchange Commission ("SEC") Form 10-K. Footnote  disclosures that
substantially  duplicate  those in the  Company's  Annual  Report on Form  10-K,
including significant accounting policies,  have been omitted.  Reclassification
adjustments  have been made to prior  periods  to make the  presentation  of the
financial statements consistent.

      The accompanying consolidated financial statements have been prepared on a
going  concern  basis,   which  reflects  the  realization  of  assets  and  the
satisfaction  of liabilities  in the normal course of business.  The Company has
incurred  recurring  operating  losses and has significant  pending  litigation.
Further,  there is  significant  uncertainty  with  respect to the  outcome of a
pending SEC lawsuit  regarding alleged late trading of mutual funds conducted by
the  Company.  The  report  of  the  Company's  independent   registered  public
accounting  firm for the year ended  December 31, 2004,  included an explanatory
paragraph  expressing  substantial doubt about the Company's ability to continue
as a going concern.

      The  accompanying  consolidated  financial  statements  do not include any
adjustments  relating to the possible future effects on the  recoverability  and
classification  of assets or the amounts and  classification of liabilities that
might be necessary should the Company file for protection under Chapter 11 or be
unable to continue as a going concern.

      During the year ended  December 31, 2004,  the Company sold  substantially
all of its revenue  producing  operations.  Effective  September 2004,  National
Clearing Corp ("NCC") sold its  correspondent  clearing  operation and effective
October 2004,  Ficorp,  Inc., f/k/a JB Oxford & Company ("JBOC") sold its retail
brokerage  operation.  NCC still maintains a small  institutional  brokerage and
market  making  operation,  with the market making  operation  making 10 or less
markets, to facilitate the securities transactions of our institutional clients.
The Company has also  acquired  land as an  investment,  which we may or may not
develop and an aircraft to assist  management  with the current  investment,  as
well as to examine additional potential  investments.  This new investment could
create a separately  identifiable  segment with which to report operations of in
future  periods.  This  potential  segment is only comprised of these assets and
consequently  separate  segment  disclosure  has not been made.  The Company has
incurred  approximately  $360,000 of costs  related to this new  activity in the
first  nine  months  of 2005,  with no  related  revenues.  During  the  periods
presented,  the Company generated revenues in a single industry,  the securities
industry.  During  2004,  the Company  derived its revenues  primarily  from its
retail brokerage  services  operations in JBOC, and its  correspondent  clearing
services and market making  activities at NCC. These  operations are reported as
discontinued operation in the accompanying  statement of operations,  see Note 5
for  further  discussion  of  discontinued  operations.  In  2005,  the  Company
generated  revenues  from  its  institutional  brokerage  operation  in NCC  and
revenues from its cash investments.  Inter-company balances have been eliminated
in the consolidated financial statements.


                                       6
<PAGE>

Note 2.   Marketable Securities

      The Company  holds US Government  issued bonds,  as of September 30, 2005,
and is  amortizing  the interest  earned on the bonds under the  assumption  the
instruments will be held to maturity.  The Company has valued these  investments
at  September  30, 2005 at  $4,051,918.  The market value for the same period is
$4,044,033.  If these investments are held to maturity, the Company will receive
$2,032,000 on November 8, 2005 and $2,069,000 on May 6, 2006.

Note 3.   Earnings per Share

      The following  table  reconciles the numerators  and  denominators  of the
basic and diluted earnings per share computation:

<TABLE>
<CAPTION>
                                                  For The Nine Months Ended       For The Three Months Ended
                                                        September 30,                   September 30,
                                                     2005            2004            2005            2004
                                                 -----------     -----------     -----------     -----------
<S>                                              <C>             <C>             <C>             <C>
Basic earnings per share:
   Net loss                                      $(4,000,963)    $(6,926,126)    $(2,169,245)    $(2,971,367)
                                                 -----------     -----------     -----------     -----------
   Loss available to common stockholders
     (numerator)                                 $(4,000,963)    $(6,926,126)    $(2,169,245)    $(2,971,367)
                                                 ===========     ===========     ===========     ===========
   Weighted average common shares outstanding
     (denominator)                                 3,607,268       1,949,404       3,580,119       2,216,761
                                                 ===========     ===========     ===========     ===========
   Basic earnings per share                      $     (1.11)    $     (3.55)    $     (0.61)    $     (1.34)
                                                 ===========     ===========     ===========     ===========
Diluted earnings per share:
   Net Loss                                      $(4,000,963)    $(6,926,126)    $(2,169,245)    $(2,971,367)
                                                 -----------     -----------     -----------     -----------
   Loss available to common stockholders plus
     assumed conversions (numerator)             $(4,000,963)    $(6,926,126)    $(2,169,245)    $(2,971,367)
                                                 ===========     ===========     ===========     ===========
   Weighted average common shares outstanding      3,607,268       1,949,404       3,580,119       2,216,761
                                                 -----------     -----------     -----------     -----------
   Weighted average common shares and assumed
     conversions outstanding (denominator)         3,607,268       1,949,404       3,580,119       2,216,761
                                                 ===========     ===========     ===========     ===========
   Diluted earnings per share                    $     (1.11)    $     (3.55)    $     (0.61)    $     (1.34)
                                                 ===========     ===========     ===========     ===========
</TABLE>

      The  assumed  conversions  have been  excluded  in  computing  the diluted
earnings per share when there is a net loss for the periods ended  September 30,
2004. They have been excluded  because their inclusion would reduce the loss per
share or be  anti-dilutive.  If the  assumed  conversions  were used,  the fully
diluted shares outstanding for the nine months ended September 30, 2004 would be
3,694,935. There were no common stock equivalents or assumed conversions for the
nine months ended  September 30, 2005 as none of the stock options have a strike
price less than the average market price for the period.


                                       7
<PAGE>

      Stock options  outstanding  carry  exercise  prices  ranging from $2.20 to
$91.25 at September  30, 2005 and 2004.  Options to purchase  144,250  shares of
common  stock were  outstanding  at September  30, 2005 expire at various  dates
through October 4, 2012.

Note 4.   Equity Transactions and Stock Options

      During the first quarter of 2005, the Company  acquired  112,300 shares of
common stock in connection  with the final  resolution of all matters related to
the Mr. Stock  acquisition.  The shares were  acquired at an  effective  average
price of $2.89 per  share,  based  upon  mutual  agreement  of the  parties  and
settlement  of all  other  remaining  issues.  The  retirement  of the stock was
recorded at a cost of $2.75 per share  representing the fair market value on the
day the shares were  acquired  and $16,175 was accrued as an expense at December
31, 2004.  The buy back  resulted in the reduction of common stock of $1,123 and
additional  paid in capital of $307,702 in the first quarter of 2005. The shares
have been returned to the Company and cancelled as of March 31, 2005.

      During the first quarter of 2004,  the Company  issued  132,244  shares of
common stock related to the  acquisition  of intangible  assets in the amount of
$466,667 in  connection  with the Mr.  Stock  transaction.  The average  closing
market price for the ten days prior to issuance was used to determine the number
of shares issued. The $466,667 was previously included in accounts payable prior
to issuance. See "Litigation Related to Account Acquisitions" included at Note 7
for additional information.

      In September 2004, Third Capital Partners converted the notes then held by
it into  2,029,474  shares of our common stock.  As a result of the  conversion,
Third Capital Partners owns approximately 57% of our common stock.

      SFAS  No.123,  "Accounting  for  Stock-Based  Compensation,"  requires the
Company to provide pro forma  information  regarding net income and earnings per
share in accordance with the  compensation-based  method  prescribed in SFAS No.
123. SFAS No. 148,  "Accounting  for  Stock-Based  Compensation - Transition and
Disclosure," requires the Company to provide information required by SFAS 123 on
a quarterly basis. No options were issued during the nine months ended September
30, 2005 and 2004; and there is no pro forma  attribution  expense on previously
issued  options  for those  respective  periods.  A summary of the status of the
Company's  stock options as of September 30, 2005 and 2004,  and changes  during
the periods ending on those dates is presented below:


                                       8
<PAGE>

                               September 30, 2005        September 30, 2004
                                           Weighted                   Weighted
                             Shares        Average      Shares        Average
                            ----------   ----------   ----------    ----------
Outstanding at               144,250     $  16.05       256,825      $  15.66
  beginning of period
Forfeited                         --           --      (105,575)        14.63
                            --------                   --------
Outstanding at end of
  period                     144,250        16.05       151,250         16.34
                            ========                   ========
Options exercisable
  at quarter-end             144,250        16.05       151,250         16.34
Weighted-average fair
  value of options
  granted during the
  period                    $     --                  $     --

Note 5.   Discontinued Operations

      On June 4, 2004,  the  Company  signed an asset  purchase  agreement  with
Ameritrade,  Inc., a subsidiary of Ameritrade Holding  Corporation,  to sell the
online  retail  accounts of JB Oxford & Company  ("JBOC"),  a  subsidiary  of JB
Oxford  Holdings,  Inc.  for up to $26  million  in  cash,  subject  to  certain
adjustments and an escrow.  That transaction closed on October 8, 2004, with the
final purchase price fixed at $25.87 million.  The Company  received the initial
payment of $14 million in 2004, and received the second payment of $8.37 million
in January  2005.  The final  payment of $3.5  million is due to be  received in
April 2006.

      On August 20,  2004,  the Company  entered  into an  agreement  with North
American Clearing, Inc. to sell all of its clearing rights for the correspondent
accounts of its wholly-owned  subsidiary National Clearing Corp. ("NCC").  Under
the terms of the agreement,  the Company received an initial payment of $100,000
in October 2004, and will receive 50% of the revenue  related to the transferred
correspondent  accounts over the next five years,  up to a maximum total payment
of $2.5 million.  Gain on disposal of clearing operation of $418,229and $100,000
is included in  discontinued  operations for the nine months ended September 30,
2005 and 2004, respectively.

      These asset groups are the brokerage  operations (both clearing and retail
brokerage  segments)  of  the  Company  and  provided  substantially  all of its
operating  revenues in 2004. These asset groups met the criteria defined by SFAS
No. 144 to be reported as discontinued  operations as of June 30, 2004.  Certain
expenses,  particularly  professional fees, including legal defense costs, which
are related to the  discontinued  operations,  but remain as  obligations of the
Company after completion of the asset sales, are reported in ongoing operations.

      The following table reflects detailed amounts of revenue, expense and loss
reported in discontinued  operations for the respective  periods ended September
30, 2005 and 2004.


                                       9
<PAGE>

<TABLE>
<CAPTION>
                                             For The Nine Months Ended          For The Three Months Ended
                                                   September 30,                      September 30,
                                             2005              2004              2005              2004
                                         ------------      ------------      ------------      ------------
<S>                                          <C>             <C>                  <C>            <C>
Revenues:
   Commissions                                             $  5,149,891                        $  1,197,131
   Interest                                                   3,780,347                           1,147,900
   Trading profits                             (4,296)          296,320                              93,511
   Clearing and execution                                     1,710,736                             523,973
   Other                                      313,546            91,515            36,904            27,504
                                         ------------      ------------      ------------      ------------
      Total revenues                          309,250        11,028,809            36,904         2,990,019
                                         ------------      ------------      ------------      ------------

Expenses:
   Employee compensation                           --         3,863,159                --           985,727
   Clearing and floor brokerage                 7,295           741,119                --           264,789
   Communications                              38,513         1,390,512                --           319,783
   Occupancy and equipment                    197,570         2,472,886            70,478           798,303
   Interest                                        --           281,585                --            83,489
   Data processing charges                    455,657         2,534,293                --         1,367,509
   Professional services                        9,050            89,022                --             3,957
   Promotional                                    885           163,632                --            25,299
   Bad debts                                       --            51,340                --            12,605
   Amortization of intangible assets               --           454,586                --                --
   Other operating expenses                    66,177         1,921,161            13,603         1,077,937
                                         ------------      ------------      ------------      ------------
      Total Expenses                          775,147        13,963,295            84,081         4,939,398
                                         ------------      ------------      ------------      ------------
   Loss before disposal of operating
      assets and taxes                       (465,897)       (2,934,486)          (47,177)       (1,949,379)
   Gain on disposal of clearing
      operation                               418,229           100,000            92,198           100,000
   Income tax (expense) benefit                    --            (6,200)               --                --
                                         ------------      ------------      ------------      ------------
   Income (loss) from
      discontinued operations            $    (47,668)     $ (2,840,686)     $     45,021      $ (1,849,379)
                                         ============      ============      ============      ============
</TABLE>

Note 6.   Regulatory Requirements

      NCC is subject to the SEC's Uniform Net Capital Rule ("the  Rule"),  which
requires  the  maintenance  of minimum net  capital.  The Rule  requires  NCC to
maintain minimum net capital, as defined,  equal to the greater of $250,000 or 6
2/3 percent of aggregate  indebtedness,  as defined.  At December  2004, NCC had
elected the alternative  method to compute its minimum net capital  requirement.
The  alternative  method  requires  the  greater of  $250,000  or two percent of
aggregate debit balances arising from customer transactions,  as defined. NCC no
longer carried customer balances and used the aggregate indebtedness standard to
compute its minimum net capital  requirement at September 30, 2005.  This method
requires maintenance of minimum net capital of not less than 6 2/3% of aggregate
indebtedness, as defined.


                                       10
<PAGE>

      At  September  30,  2005,  NCC had net  capital of  $1,447,253,  which was
$1,197,253  in  excess  of the  minimum  amount  required  and 49% of  aggregate
indebtedness with ratio of aggregate indebtedness to net capital of 2.0 to 1. At
December 31, 2004,  NCC had net capital of  $2,640,170,  which was $2,390,170 in
excess of the $250,000 minimum required.

Note 7.   Contingent Liabilities

      The  Company  is a party to a number  of  pending  legal,  arbitration  or
administrative proceedings incidental to its business, including customer claims
regarding  brokerage  transactions,  and  claims  related to  clearing  services
arising out of the  failure of certain  correspondent  firms.  All of the legal,
arbitration and  administrative  proceedings have arisen in the ordinary conduct
of  its  business.  Those  proceedings  that  management  believes  may  have  a
significant impact on the Company are described below. However,  there can be no
assurance that in the future,  other current or future proceedings will not have
a material  adverse  effect on the Company's  financial  condition or results of
operations.  In  particular,  if the  Company is  required  to pay a judgment in
excess of the  amount  reserved,  such a payment  would  negatively  impact  the
financial condition of the Company.  However, the Company regularly assesses its
potential  liability  in all pending  litigation  to  properly  set the level of
reserves for such litigation.  To the extent that the reserves are sufficient to
cover all awards and settlements,  no currently threatened or pending litigation
should materially impact the Company's financial position, results of operations
or cash flows.  The  Company's  aggregate  reserve for  pending  litigation  was
$376,948 as of September 30, 2005.

SEC Mutual Fund Lawsuit

      On or about  August 24,  2004,  the SEC's Los Angeles  Office  commenced a
civil  lawsuit  against the Company,  NCC, and three of its former  officers and
employees,  alleging  violations of Section 17(a) of the Securities Act of 1933,
Section 10(b) of the Exchange Act of 1934 and Rule 10b-5 thereunder, and Section
22(c)  of the  Investment  Company  Act of 1940 and Rule  22c-1  thereunder.  In
January 2005,  all claims under Section 17(a) of the Securities Act of 1933 were
dismissed by the Court, with prejudice. The remaining claims remain pending. The
suit seeks unspecified monetary damages and penalties, as well as other remedies
against the individual defendants. The suit contends that the Company wrongfully
allowed  customers  to place  mutual  fund  trades  after  4:00  p.m.  EST,  and
wrongfully  assisted  clients in  "market  timing"  of mutual  funds.  While the
Company  admits no  wrongdoing  and  intends to  vigorously  defend  itself,  no
assurance can be given as to the outcome of this matter. Although the likelihood
of loss is reasonably possible,  the Company has not accrued any specific amount
related to this matter, as no amount of loss in the Company's estimated range of
loss of zero to $20 million is more likely than another.

Litigation Related to Oeri Notes

      The  Company  is a party to a  lawsuit  entitled  EBC  Trust v. JB  Oxford
Holdings, Inc., et al., pending in the Federal District Court in Los Angeles. In
this suit, EBC Trust is seeking payment of the $2.9 million in notes payable. In
July 2002, the court magistrate  granted a pre-judgment  attachment  against the
assets of the Company in favor of EBC Trust. In January 2003, the Court reversed
the magistrate's order and dissolved the attachment.  In January 2003, EBC Trust
amended  its claim to assert  additional  claims  against the Company and to add
claims  against the officers and  directors of the Company,  as well as to add a
claim against NCC under the $1,000,000  Oeri  subordinated  note. By Order dated
October  14,  2003,  in  response  to motions  filed by the  Company,  the Court
dismissed  several  claims,  struck  portions  of  the  Amended  Complaint,  and
compelled EBC Trust to arbitrate all claims against NCC.


                                       11
<PAGE>

      As to the remaining claims,  the Company has asserted a number of defenses
to EBC Trust's claims,  including fraud, and contribution  related to a judgment
entered against EBC Trust's  predecessor-in-interest under the notes payable and
NCC in an NASD arbitration  commenced by Stanley J. Cohen,  Receiver for Secured
Equity Title and Appraisal  Agency Corp.  While  nominally a clearing  case, the
panel ruling relied  primarily on testimony  regarding the  activities of Irving
Kott while present at the Company.  Mr. Kott is alleged to have provided most of
the funds for the loans now being  pursued by EBC Trust.  NCC settled all of the
claims  against  it in that  matter in 2002,  and as a part of that  settlement,
obtained the assignment from Secured Equity of a Judgment  against Oeri Finance,
Inc.  Accordingly,  the Company has  asserted a claim of offset for the Judgment
against Oeri Finance, Inc. The Company has recorded liabilities of approximately
$2.9 million on its balance sheet in notes  payable,  additionally,  the Company
has  $816,429 of accrued  interest  related to these notes  included in accounts
payable and accrued expenses. The Company has not yet recorded the offset of the
judgment obtained in its financial statements, since the matter has not yet been
adjudicated.

      In December  2003,  EBC Trust  commenced  an  arbitration  action with the
National Association of Securities Dealers, Inc., against JBOC, seeking recovery
on the $1,000,000  subordinated note originally issued to RMS Network, Inc., and
subsequently  assigned  with  approval  from  the  Company  and the NASD to Oeri
Finance,  Inc. The Company intends to vigorously  defend the action and believes
that it has meritorious defenses including,  without limitation:  i) the suit is
brought against the wrong party;  ii) no valid assignment has ever been approved
by the  Company or the NASD to EBC Trust,  as required by the terms of the note;
and iii) the Company  will assert an offset for the  Judgment  obtained  against
Oeri Finance, Inc., described above.

Litigation Related to Account Acquisitions

      In October 2002, Share King LLC, as successor to Mr. Stock, Inc. commenced
an arbitration  proceeding  related to the  acquisition by us of the accounts of
Mr.  Stock.  We counter sued for  violations  of the  purchase  agreement by Mr.
Stock.  The main issue in the dispute  related to whether and when Mr. Stock had
met all of the  necessary  conditions  precedent  to the  formal  closing of the
transaction,  as  calculation  of the  amount  to be paid was  based on when the
closing  occurred.  The key  condition  in dispute was whether and when  certain
required  computer  programming was completed by Mr. Stock.  That litigation was
settled in August 2003, on terms more favorable to us than we originally accrued
for, and the cost of the Mr. Stock  acquisition  was adjusted  down  $356,174 in
2003, as a result of settlement of the arbitration. As a part of the settlement,
we are required to distribute  cash and/or stock,  at our election to Share King
LLC. In early 2004, a further  dispute  arose with Share King LLC  regarding the
registration requirements related to stock issued and to be issued. That dispute
was  resolved and a cash payment of  $1,400,000  was made to Share King,  LLC in
November 2004.  178,804 shares of the Company's  common stock were reacquired in
the  transaction,  and  cancelled  by the Company,  of which  132,244 and 46,560
shares were issued in 2004 and 2003, respectively.


                                       12
<PAGE>

      In a related action commenced in January 2005, OCC Venture,  LLC commenced
suit  against  Share  King  LLC  and us  alleging  breach  of the  lease  buyout
agreement. In March 2005, we reached a settlement with OCC Venture,  pursuant to
which we have made payments totaling $686,111, of which $361,111 represented the
balance due on the note payable to them. In exchange,  we have received a return
of 112,300 shares of our common stock,  and a release of the outstanding note to
OCC Venture. The Company accrued a loss of approximately $16,000 for the premium
paid in excess of market value for the 112,300 shares at December 31, 2004.

Note 8.   Supplemental Disclosures of Cash Flow Information

                                                        For The Nine Months
                                                           Ended Sept 30,
                                                      --------------------------
                                                        2005              2004
                                                      --------          --------
Supplemental Disclosures of Cash Flow Information
    Cash paid for:
        Interest                                      $187,722          $647,347
        Income taxes                                   146,200            12,300

Supplemental disclosure of non-cash investing and financing activities:

      o     Treasury  stock bonus  issued to employees in the amount of $115,514
            in 2004.

      o     Common  stock issued to acquire  intangible  assets in the amount of
            $466,667  for  2004  (See  Note  4  Equity  Transactions  and  Stock
            Options).

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

Special Note Regarding Forward-Looking Statements

Certain  statements in this Quarterly  Report on Form 10-Q,  particularly  under
Items 2 and 3, as well as certain information  provided  periodically in writing
or orally by us, constitute  "forward-looking  statements" within the meaning of
the Private  Securities  Litigation  Reform Act of 1995.  These  forward-looking
statements  involve known and unknown  risks,  uncertainties,  and other factors
which may cause the actual results,  performance, or achievements of the Company
to  be  materially   different  from  any  future   results,   performance,   or
achievements, expressed or implied by such forward-looking statements.

Business Overview

Through  our  wholly-owned  subsidiaries,  we  were  previously  engaged  in the
business  of  providing  brokerage  and  related  financial  services  to retail
customers and broker-dealers nationwide. With the completion of the transactions
with Ameritrade,  Inc. and North American Clearing, our brokerage operations are
now limited to providing market making and institutional  trading services only.
See Note 5,  Discontinued  Operations.  Our  business  is  headquartered  in Los
Angeles, California.


                                       13
<PAGE>

Our Board of Directors  approved a new business plan for our JB Oxford & Company
subsidiary in May 2005.  Under the new business plan,  JBOC will focus primarily
on the  acquisition of real estate for  investment  and/or  development.  In the
fourth quarter of 2004, we made our first investment in real estate, through the
purchase  of raw land in  Destin,  Florida.  While we will  continue  to look at
investments in other market  sectors,  including the possibility of acquiring an
operating  business,  our primary focus at this time is in making investments in
real estate, both for investment and development purposes.

Recent Developments

On May 16, 2005,  our Board  approved a new business  plan, as stated above.  In
addition to continuing our limited brokerage business,  our primary focus is now
the purchase and sale of real estate for investment and/or development purposes.
In addition, we reserve the right to make investments in other areas,  including
the possibility of investing in other operating entities.

On July 7, 2005, we filed a Preliminary  Information  Statement for  shareholder
approval  of a 1 for 100 share  reverse  split,  the  effect of which will be to
reduce the number of remaining shareholders,  as counted for SEC purposes, below
300, thereby resulting in the Company ceasing to be a public reporting  company,
and likely  resulting in the Company  being  de-listed  from the NASDAQ  Capital
Market. The Company has indicated its intent to continue to publicly provide all
information  required  to  allow  brokers  to  publish  bid  and ask  prices  on
PinkSheets LLC.

Investment Activities

Our JBOC subsidiary received $14 million in October 2004 from the sale of assets
to Ameritrade, Inc. In January 2005, we received an additional $8.3 million. The
final  payment of $3.5  million  is held in escrow  under the terms of the Asset
Purchase  Agreement with  Ameritrade and is payable in 2006,  less the amount of
any  liabilities to Ameritrade  thereunder.  The sale  proceeds,  less operating
expenses to date, are available for investment.

On December 2, 2004, the Company,  through a new 99.9% owned subsidiary of JBOC,
Dolphin Bay, LLC, acquired approximately 10 acres of undeveloped land in Destin,
Florida,  for $5.5 million.  The Company has not determined  whether to hold the
land for short-term appreciation,  longer-term  appreciation or development.  We
did not acquire any additional property in the first nine months of 2005.

Market Making Activities

In order to  facilitate  the  execution  of  security  transactions  for our own
customers,  NCC acts as a market maker for approximately 10 public  corporations
whose stocks are traded through the  PinkSheets  LLC. The number of companies in
which NCC acts as a market maker  fluctuates  depending  upon  various  factors,
including trading volume and the number of employees in a trading capacity.  Our
market  making   activities   concentrate   on  the  execution  of   unsolicited
transactions  for customers and are required to be in compliance  with the rules
of the National Association of Securities Dealers,  Inc. ("NASD") regarding best
execution.


                                       14
<PAGE>

Results of Operations

Nine Months Ended  September 30, 2005 Compared with Nine Months Ended  September
30, 2004

Continuing Operations

Revenues from ongoing institutional sales and trading services provided $970,635
in brokerage revenue for the nine months ended September 30, 2005 as compared to
$288,133  for the same  period in 2004.  The  Company  started to provide  these
services in March 2004.  Interest earned for the nine months ended September 30,
2005 amounted to $480,265 as compared to $173,673 for the same period in 2004.

Our  general  and  administrative  expense  increased  by  $1,899,938  or 48% to
$5,842,043  in the first nine months of 2005 from  $3,942,105  in the first nine
months of 2004.  This increase  resulted  primarily from legal and  professional
fees that increased $967,509 to $4,260,529 in the first nine months of 2005 from
$3,293,020  in the first nine  months of 2004.  This  increase  is the result of
increased  activity on  preparing  for trial on the SEC Mutual Fund  litigation.
Additionally,  employee compensation increased $512,002 or 152% to $848,330 from
$336,328 in the nine months ended September 30, 2005 compared to the nine months
ended September 30, 2004 This increase is primarily the result of an increase in
broker  salary and  commission  from the  institutional  sales  operation in the
amount of $213,932.  General and  administrative  expenses consist  primarily of
legal fees of $4,260,529 and $3,293,020 for the nine months ended  September 30,
2005 and 2004, respectively,  related to legal matters as discussed in Note 7 to
the consolidated financial statements.

We recognized a tax benefit of $809,835 in the first nine months of 2005,  which
was the  reversal of  deferred  tax  credits in the amount of  $950,000,  and an
income tax  expense of  $150,558,  which was the result of an  Internal  Revenue
Service  adjustment  to a prior net  operating  loss  carry-back  to 1999.  This
compares to an income tax expense of $6,100 for the same period in 2004.

Our loss from  continuing  operations  decreased 3% to $3,953,295 for the period
ended  September 30, 2005 compared to $4,085,440 for the period ended  September
30, 2004.  $809,835 of this decrease was the change in the  provision  (benefit)
for income taxes in the respective periods.

Discontinued Operations

Discontinued operations generated a net loss of $47,668 in the first nine months
of 2005  compared  to  $2,840,686  in the first nine  months of 2004.  This is a
change of $2,793,018 or 98% decrease in the loss.

Revenues from Discontinued Operations

Our total  discontinued  brokerage  revenues totaled $309,250 for the first nine
months  of 2005,  as  compared  $11,028,809  in the first  nine  months of 2004.
Operations for the retail and clearing  operations  ceased in the fourth quarter
of 2004. The primary source of  discontinued  operations  revenue for the period
ended  September 30, 2005 is the result of our sales of  miscellaneous  security
positions. The positions consisted of low priced securities which are not widely
traded and had been accumulated by our clearing operations of NCC.


                                       15
<PAGE>

Expenses from Discontinued Operations

Our total  discontinued  brokerage  expenses totaled $775,147 for the first nine
months of 2005,  as compared  $13,963,295  in the first nine months of 2004.  As
described above, operations for the retail and clearing operations ceased in the
fourth quarter of 2004. The primary source of operations  expense for the period
ended September 30, 2005 is data processing charges of $455,657. This commitment
ended June 2005, at such time we completed our filing of information tax returns
for our  former  retail  customers.  Additionally,  we had rent and  maintenance
expense for our former New York  office  totaling  $169,026  for the nine months
ended  September 30, 2005,  net of $144,851 sub rental  payments  received.  The
commitment on the New York office space runs through the end of 2006.

Gain on Disposal of Operating Assets

Included in  discontinued  operations for the period ended September 30, 2005 is
$418,229  from the sale of our clearing  operation,  as compared to $100,000 for
the period ended  September 30, 2004. We expect these  proceeds to continue on a
gradually declining basis.

Quarter Ended September 30, 2005 Compared with Quarter Ended September 30, 2004

Continuing Operations

Revenues from our institutional  sales and trading services provided $165,508 in
brokerage  revenue  for the  quarter  ended  September  30,  2005 as compared to
$195,916 for the same period in 2004. Interest earned for the quarter ended June
30,  2005  amounted  to  $177,609  as compared to $57,887 for the same period in
2004.

Our  general and  administrative  expense  increased  by  $1,219,252  or 103% to
$2,397,314 in the third quarter of 2005 from  $1,178,062 in the third quarter of
2004. This increase resulted from professional fees that increased $1,076,427 to
$1,977,540  in the third  quarter of 2005 from  $901,113 in the third quarter of
2004. These fees were incurred due to the SEC mutual fund  investigation and the
litigation   related  to  the  Oeri  notes.  See  Note  7  above.   General  and
administrative  expenses included employee compensation of $224,642 and $142,658
for the three months ended September 30, 2005 and 2004, respectively.

Discontinued Operations

We recorded a net profit from discontinued operations of $45,021 for the quarter
ended  September 30, 2005.  This compares with a net loss of $1,849,379  for the
quarter ended September 30, 2004.

Revenues from Discontinued Operations

Our total  discontinued  brokerage revenues had revenues of $36,904 in the third
quarter  of 2005,  as  compared  $2,990,019  in the third  quarter  of 2004,  as
detailed in Note 5 to the consolidated financial statements.  Operations for the
retail and clearing operations ceased in the fourth quarter of 2004.


                                       16
<PAGE>

Expenses from Discontinued Operations

Our total discontinued  brokerage expenses totaled $84,081 for the third quarter
of 2005, as compared  $4,939,398 for the same period in 2004. The primary source
of  operations  expense for the quarter  ended  September 30, 2005 are occupancy
charges  of  $70,478  related  the  lease  commitments  on  New  York  City  and
Minneapolis.  The  rent  charges  are net of sub  rental  payments  received  of
$42,131.

Gain on Disposal of Operating Assets

Included in discontinued  operations for the quarter ended September 30, 2005 is
$92,198 from the sale of our clearing operation, as compared to $100,000 for the
quarter  ended  September  30, 2004.  We expect these  proceeds to continue on a
gradually declining basis.

Liquidity and Capital Resources

During  the year ended  December  31,  2004,  we sold  substantially  all of our
revenue   producing   operations.   Effective   September   2004,  we  sold  our
correspondent  clearing operation of National Clearing Corporation and effective
October  2004,  we sold our retail  brokerage  operation of JB Oxford & Company.
These  transactions  have added  liquidity  to our current  financial  position,
however we currently  have no significant  operations  that generate cash. As of
September 30, 2005, we have  $7,115,458 in available  cash, and  additionally we
have $4,051,918 in US Government  securities  which are readily  marketable.  We
received  and  additional  $8,370,000  in  January  2005 from the sale of retail
accounts to Ameritrade and expect to receive and additional  $3,500,000 in April
2006.

NCC is  subject  to the  requirements  of the  NASD  and  the  SEC  relating  to
liquidity,  net capital, and the use of customer cash and securities.  (See Note
6.  "Regulatory  Requirements"  to the  consolidated  financial  statements.) At
September 30, 2005, NCC had net capital of  $1,447,253,  which was $1,197,253 in
excess of the minimum amount required. At December 31, 2004, NCC had net capital
of $2,640,170,  which was $2,390,170 in excess of the $250,000 minimum required.
Because  NCC is subject  to the Net  Capital  Rule,  there are  restrictions  on
advances to affiliates, repayment of subordinated liabilities, dividend payments
and other equity withdrawals that are subject to regulatory notification.

We expect our current  cash  resources  to be  sufficient  to fund our  expected
working capital and capital  expenditure  requirements  for the current calendar
year.  We have no current  commitments  for  capital  resources;  we did however
acquire  an  aircraft  for  $1,115,000  at the  end  of  2004.  It is  currently
anticipated that we will use approximately  $4,400,000 of cash in operations for
the calendar year 2005 in our core brokerage operations,  excluding any proceeds
we may realize from the sale of our investment in land or any costs we may incur
if  we  choose  to  develop  our  land  investment.   We  anticipate  generating
approximately  $2,000,000 in gross commissions,  interest earned, and continuing
receipts  from the sale of our clearing  operation.  The primary use of cash for
operations is an estimated  $4,000,000 in  professional  fees,  primarily  legal
costs to defend us in various legal matters.  If funds, which may be needed, are
raised  through the  issuance of  additional  equity  securities,  our  existing
shareholders may experience additional dilution in ownership percentages or book
value. Additionally, such securities may have rights, preferences and privileges
senior to those of the holders of our current  common stock.  We cannot give any
assurance  that  additional  funds will not be needed.  If additional  funds are
needed, there can be no assurance that additional financing will be available or
whether it will be  available on terms  satisfactory  to us. If we are unable to
raise  additional  funds when needed,  we may have to file for protection  under
Chapter 11 of the United States Bankruptcy Code.


                                       17
<PAGE>

Going Concern

As previously  noted,  we have sold  substantially  all of our ongoing  business
operations and do not have significant  revenues from current operations.  There
is significant doubt as to whether our limited remaining operations can generate
sufficient  revenue to be a continuing viable going concern.  Further,  there is
significant  uncertainty  with respect to the outcome of the SEC lawsuit related
to the late trading  allegedly  conducted by us. As a result,  the report of our
independent  registered  public  accounting  firm issued in connection  with our
December  31,  2004  consolidated   financial   statements  indicates  there  is
substantial doubt about our ability to continue as a going concern.

Should the  outcome or judgment  against us from the SEC lawsuit  related to the
ongoing  mutual  fund   investigations  (as  disclosed  in  Note  7,  Contingent
Liabilities) be significant,  the demand for payment resulting from such outcome
or judgment coupled with our deteriorating  financial results will likely affect
our ability to meet our  obligations  as they become due in the normal course of
business.  Should we be unable to meet our  obligations  as they  become due, we
would be forced to file for  protection  under  Chapter 11 of the United  States
Bankruptcy Code (Chapter 11).

Liquidity at September 30, 2005

Our cash position  increased  during the first nine months of 2005 by $1,845,381
to $7,115,458. This compares with a net decrease in cash and cash equivalents of
$5,079,271  in the first nine months of 2004.  We do not  anticipate  making any
payments on notes payable in the principal amount of $2,889,375 (See "Litigation
Related to Oeri Notes" in Legal Proceedings in Part II, below).

Cash Flows from Operating Activities

Net  cash  used  in  operating  activities  (including   discontinued  operating
activities)  was $1,322,048 for the first nine months of 2005,  compared to cash
of $4,831,187 being used in operations during the first nine months of 2004. Our
net  cash  used  in  operating   activities   is  impacted  by  changes  in  the
brokerage-related  assets and  liabilities  of NCC  during  2004 when we were an
active clearing firm.

During the first nine months of 2005,  the most  significant  source of cash was
the  decrease  in  cash  segregated  under  federal  and  other  regulations  of
$3,132,172.  Additionally,  clearing  deposits  decreased  to  provide  cash  of
$910,405.  These  sources of cash were offset by the  decreases in the provision
for income taxes of $950,000 and the net loss of $4,000,963 after adjustments to
reconcile net loss to cash used in operating activities.

Cash Flows Used In Investing Activities

The net cash  provided by investing  activities  during the first nine months of
2005 was  $4,370,207  compared with cash used of $123,084  during the first nine
months of 2004. The most  significant  source of cash was cash received from the
sale of operating  assets of $8,788,229.  The primary use of cash was to acquire
investment  securities  (US  Government  Bonds)  in the  amount  of  $4,051,918.
Additionally, we acquired 112,300 share of our common stock (see Note 4, "Equity
Transactions and Stock Options") in the amount of $308,825. All of the cash used
for investing  activities in the period ended September 30, 2004 was for capital
expenditures,  this was offset in part by $100,000 of cash received for the sale
of our clearing operation.


                                       18
<PAGE>

The  Company  anticipates,   and  the  Board  of  Directors  has  approved,  the
expenditure of up to $1.5 million to purchase  additional shares of common stock
after the  effectiveness  of the reverse stock split (see "Recent  Developments"
above).  The repurchase program is subject to change or termination by the board
at any  time.  We  presently  have no plans to open  additional  offices  and no
significant commitments for capital expenditures. Therefore, our requirement for
capital resources is not material to the business as a whole.

Cash Flows from Financing Activities

The net cash used in financing  activities  during the first nine months of 2005
was  $1,202,778  compared with cash used in financing  activities of $125,000 in
the  first  nine  months  of 2004.  The cash  used in both  periods  was for the
repayment of notes payable. Part of the payment made in 2005 was to pay the note
off in conjunction  with the acquisition of 112,300 of share of our common stock
(see above and Note 7  "Contingent  Liabilities"  under  "Litigation  Related to
Account Acquisitions").

Risk Factors

You  should  carefully  consider  the risks  described  below  before  making an
investment  decision in our securities.  The risks and  uncertainties  described
below are not the only ones we face and there may be additional risks that we do
not presently know of or that we currently deem  immaterial.  All of these risks
may impair our  business  operations.  The  forward-looking  statements  in this
report involve risks and  uncertainties and actual results may differ materially
from the  results we discuss in the  forward-looking  statements.  If any of the
following risks actually occur, our business,  financial condition or results of
operations  could be materially  adversely  affected.  In that case, the trading
price  of our  stock  could  decline,  and  you  may  lose  all or  part of your
investment.

We have sold  substantially all of our ongoing operations and have adopted a new
business plan.

In September 2004, we sold our correspondent clearing business to North American
Clearing,  Inc.  In October  2004,  we sold our  retail  brokerage  accounts  to
Ameritrade,  Inc. While these asset sales have provided us  substantial  working
capital,  we have just  announced  our  intention  to enter into the real estate
investment and development business, and have yet to significantly begin work in
that area.  Further,  given that an entity controlled by our CEO and Chairman of
the Board  owns over 57% of our  outstanding  stock,  he alone can  require  the
Company to take certain actions by requesting a shareholder vote.

We Have  Incurred  Operating  Losses in the Past and May incur Future  Operating
Losses.

While  we did not  incur a loss in 2004,  this  was as a  result  of the sale of
substantially all of our ongoing operations.  We incurred a loss of $6.5 million
in  2004  on  our  continuing  operations.  Further,  we  incurred  losses  from
continuing  operations  of  approximately  $4.5 and $5.1 million for each of the
years ended December 31, 2003, and, 2002, respectively.  If we continue to incur
losses and negative  cash flow, we may need  additional  capital to fund working
capital and cash flow deficits. There can be no assurance that such capital will
be  available  to us,  or if  available,  on terms  that  are not  substantially
dilutive to existing  shareholders.  The  unavailability  of such capital  could
require us to further curtail our operations in the future.


                                       19
<PAGE>

Substantial Doubt Exists Relating to Our Ability to Continue as a Going Concern.

As noted in this section, we have sold substantially all of our ongoing business
operations and do not have an ongoing business plan for future operations. There
is significant  uncertainty as to whether our limited  remaining  operations can
generate  sufficient  revenue to be a continuing viable going concern.  Further,
there is significant  uncertainty with respect to the outcome of the SEC lawsuit
related to the late trading allegedly  conducted by us. As a result,  the report
of  our  independent  registered  public  accounting  firm  indicates  there  is
substantial doubt about our ability to continue as a going concern.

Securities Litigation Could Adversely Affect Our Business.

We are a party to several lawsuits,  most particularly that commenced by the SEC
related  to  market  timing  and  late  trading,  discussed  above,  that in the
aggregate  seek  millions of dollars in damages  and  penalties.  A  substantial
settlement or award  against us in these  actions could have a material  adverse
effect on our business.

In addition,  our ongoing  securities  brokerage  business involves  substantial
risks of liability and corresponding litigation including class action and other
suits that generally seek substantial  damages including punitive damages.  Like
other securities  brokerage firms, from time to time we are named as a defendant
in civil lawsuits and arbitrations.  Any significant  monetary judgments against
us in the  course of  litigation  could have a  material  adverse  effect on our
business, financial condition and operating results.

Your Interests as a Stockholder May Conflict with Our  Controlling  Stockholder,
Our Chief Executive Officer and Our President.

Our executive officers,  directors and principal  shareholders  beneficially own
approximately 57% of our outstanding  common stock. As a result, our controlling
shareholders  have the power to control or direct our business affairs including
matters requiring  stockholder  approval.  This concentration of ownership could
effectively  delay,  defer or prevent a change in  control or other  significant
corporate  transactions that might give you the opportunity to realize a premium
over our then prevailing stock price. In addition, various conflicts of interest
may arise in the  future  as a result of our  relationship  with  Third  Capital
Partners,  LLC, ("Third Capital  Partners"),  a company  controlled by our Chief
Executive  Officer who also serves on our Board of  Directors.  Serving us as an
officer and director as well as Third Capital Partners could result in our Chief
Executive  Officer being placed in a conflict of interest should he have to make
decisions  that  have  materially  different  implications  for us and for Third
Capital  Partners.  An affiliate of Third Capital Partners  receives  management
fees from us, which could influence decisions.


                                       20
<PAGE>

Our  Business is Subject to  Extensive  Regulation  Under Both Federal and State
Laws.

The securities  industry is subject to extensive  regulation and  broker-dealers
are subject to regulations covering all aspects of the securities business.  The
SEC,  NASD,  and other  self-regulatory  organizations  and  state  and  foreign
regulators  can, among other things,  fine,  issue  cease-and-desist  orders to,
suspend or expel a broker-dealer or any of its officers or employees.

Our ability to comply with applicable laws and rules is largely dependent on our
internal  system to ensure  compliance,  as well as our  ability to attract  and
retain qualified  compliance  personnel.  We could be subject to disciplinary or
other  actions in the future due to claimed  noncompliance,  which  could have a
material adverse effect on our operations and profitability.

The Trading Price of Our Common Stock Has Been and May Continue to be Subject to
Wide Fluctuations.

During the past twelve  months,  our common  stock traded as low as $1.25 and as
high as $4.24.  Our stock price may  fluctuate in response to a number of events
and factors,  such as the nature and timing of any new business  alternatives or
investments we determine to pursue,  our litigation,  and factors bearing on our
institutional  trading and market  making  operations.  In  addition,  the stock
market in general,  and the market  prices for  Internet  related  companies  in
particular, have experienced extreme volatility that has often been unrelated to
operating  performance.   These  broad  market  and  industry  fluctuations  may
adversely  affect the price of our common  stock,  regardless  of our  operating
performance.

Our Stock Price Could Materially Decline if Third Capital Sells it Shares.

In September 2004,  Third Capital  Partners  converted the notes then held by it
into  approximately  2 million  shares of our common  stock.  As a result of the
conversion, Third Capital Partners owns approximately 57% of our common stock.

If Third Capital Partners sells substantial amounts of our common stock into the
public  market,  it could  cause a  significant  decrease  in our  stock  price.
Furthermore,  the awareness  that a large number of shares is available for sale
under this registration  statement could cause the price of our stock to fall or
could prevent the price from rising.

In  addition  to  the  adverse   effect  a  price  decline  would  have  on  our
shareholders,  it could impede our ability to raise capital through the issuance
of  securities  or  utilize  our  common  stock for  acquisitions.  Furthermore,
regardless of any sale by Third Capital Partners,  we have announced our intent,
subject to  shareholder  approval,  to undertake a 1 for 100 share reverse stock
split,  which will likely  result in a  delisting  of our shares from the NASDAQ
Capital  arket.  The  delisting of our shares could further harm our stock price
and make it more difficult for our shareholders to sell their shares.

The Loss of Certain Key Executive Officers Could Harm Our Business.

Our success is substantially  dependent upon the continuing  services of certain
key  executive  officers,   especially  our  Chief  Executive  Officer  and  our
President.  We have  entered  into written  employment  agreements  with the key
executive  officers of our  operating  subsidiaries,  which expire in June 2006.
However,  we do not maintain "key person" life insurance on any of our executive
officers.  There can be no assurance  that any of our  executive  officers  will
continue to work for us nor can there be any assurance that upon ceasing to work
for us they will not compete against us. The loss of our Chief Executive Officer
and President  could have a material  adverse effect on our business,  financial
condition and results of operations.


                                       21
<PAGE>

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

Market Risk Disclosures

The   following   discussion   about  our  market  risk   disclosures   involves
forward-looking  statements.  Actual results could differ  materially from those
projected in the  forward-looking  statements.  See "Special Note Regarding Risk
Factors"  below.  We are exposed to market risks  related to changes in interest
rates and  equity  security  price  risk.  We do not have  derivative  financial
instruments for speculative or trading purposes.

Areas  outside our control  that affect the  securities  market,  such as severe
downturns  or  declines  in market  activity,  may cause  substantial  financial
exposure.

Interest Rate Sensitivity and Financial Instruments

For our working  capital and reserves that are required to be  segregated  under
federal or other  regulations,  we invest primarily in U.S. bank certificates of
deposit and savings  accounts.  The  certificates of deposit have maturity dates
ranging from three to six months,  and do not present a material  interest  rate
risk.

Equity Price Risk

NCC acts as a market maker for approximately 10 public corporations whose stocks
are traded  primarily  through  PinkSheets LLC. We select  companies in which we
make a market  based on a review of the  current  market  activity,  and also to
facilitate  trading  activity  of our  clients.  Market  making  may result in a
concentration of securities that may expose us to additional risk;  however,  we
do not maintain a significant inventory of equity securities.

Item 4.   Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have adopted  internal  controls and  procedures  in order to ensure that the
information  required  to be  disclosed  in the report is  recorded,  processed,
summarized  and reported on a timely basis.  We carried out an  evaluation  (the
"Evaluation"),  under the  supervision and with the  participation  of our Chief
Executive  Officer  ("CEO")  and  Chief  Financial   Officer  ("CFO"),   of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  ("Disclosure  Controls") as of the end of the period covered by this
report.  Based on the Evaluation,  our CEO and CFO concluded that our disclosure
controls and  procedures  were  effective as of the end of the period covered by
this report.


                                       22
<PAGE>

Changes in Internal Controls

There  were no  significant  changes in the  Company's  internal  controls  over
financial  reporting during the period ended September 30, 2005, that materially
affected,  or are reasonably likely to materially affect, the Company's internal
control over financial reporting.

CEO and CFO Certifications

Appearing  immediately  following  the  Signatures  section  of this  report are
Certifications  of the CEO and the  CFO.  The  Certifications  are  required  in
accordance with Section 302 of the  Sarbanes-Oxley Act of 2002 ("the Section 302
Certifications").  This Item of this report provides information  concerning the
Evaluation referred to in the Section 302  Certifications,  and this information
should be read in  conjunction  with the Section 302  Certifications  for a more
complete understanding of the topics presented.

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

In addition to those matters  described  below, we are from time to time subject
to legal,  arbitration  or  administrative  proceedings  arising in the ordinary
course  of our  business,  including  claims  by former  customers  relating  to
brokerage services,  as well as matters related to our former clearing services.
We are also subject to periodic regulatory audits and inspections by the SEC and
NASD that could give rise to claims  against us. While we make  provision  for a
liability  when it is probable that a liability has been incurred and the amount
of  the  loss  can  be  reasonably  estimated,   legal  matters  are  inherently
unpredictable  and  expensive  to defend.  If there are adverse  outcomes in our
legal  proceedings,  it could have a material adverse effect on our business and
financial  condition.  Those  proceedings  that  management  believes may have a
significant impact are described below. However,  there can be no assurance that
in the  future,  other  current or future  proceedings  will not have a material
adverse  effect  on  our  financial  condition  or  results  of  operations.  In
particular,  if we were  required  to pay a  judgment  in excess  of the  amount
reserved,  such a payment would negatively impact the financial condition of the
Company. We regularly assesses its potential liability in all pending litigation
to properly  set the level of reserves for such  litigation.  To the extent that
the reserves are  sufficient to cover all awards and  settlements,  no currently
threatened  or pending  litigation  should  materially  impact the our financial
position, results of operations or cash flows. Our aggregate reserve for pending
litigation was $376,948 as of September 30, 2005.

SEC Mutual Fund Lawsuit

On or about  August 24,  2004,  the SEC's Los Angeles  Office  commenced a civil
lawsuit  against  the  Company,  NCC,  and  three  of its  former  officers  and
employees,  alleging  violations of Section 17(a) of the Securities Act of 1933,
Section 10(b) of the Exchange Act of 1934 and Rule 10b-5 thereunder, and Section
22(c)  of the  Investment  Company  Act of 1940 and Rule  22c-1  thereunder.  In
January 2005,  all claims under Section 17(a) of the Securities Act of 1933 were
dismissed by the Court, with prejudice. The remaining claims remain pending. The
suit seeks unspecified monetary damages and penalties, as well as other remedies
against the individual defendants.  The suit contends that we wrongfully allowed
customers  to place  mutual  fund trades  after 4:00 p.m.  EST,  and  wrongfully
assisted  clients  in  "market  timing"  of  mutual  funds.  While  we  admit no
wrongdoing and intend to vigorously defend ourselves,  no assurance can be given
as to the outcome of this matter.  Although the likelihood of loss is reasonably
possible, we have not accrued any specific amounts related to this matter, as no
amount of loss in the our estimated range of loss of zero to $20 million is more
likely than another.


                                       23
<PAGE>

Litigation Related to Oeri Notes

We are a party to a lawsuit entitled EBC Trust v. JB Oxford  Holdings,  Inc., et
als.,  pending in the Federal  District Court in Los Angeles.  In this suit, EBC
Trust,  as the assignee of certain notes described below issued by us is seeking
payment of the $2.9  million of such  notes.  We issued  $2.9  million in demand
notes to former  shareholders  during 1997.  The notes bore  interest at 8 1/4%,
payable quarterly. In 1998, $250 thousand was paid on the demand notes. In 1999,
$728 thousand of the debt was forgiven by Oeri Financial, Inc. and Felix A. Oeri
(collectively  "Oeri"),  leaving  a  balance  due of  $1.9  million,  which  was
reclassified  to  notes  payable  in  1999.  A $1.0  million  subordinated  loan
agreement,  payable  to Oeri  Finance,  Inc.,  matured by its terms on March 31,
1999. The balance due was reclassified to note payable at that time.

Since in or about March 1999,  we have refused to make  payment  under the notes
payable totaling  approximately  $2.9 million,  plus interest,  and has asserted
defenses and counterclaims  against the alleged holders of the notes related to:
i) an award  entered  jointly  against  us and the  holders  related  to alleged
wrongful  conduct by our NCC subsidiary in clearing  certain  customer  accounts
during the time that the holders of the notes payable ran the Company;  and, ii)
we have acquired a Judgment against Oeri Finance,  Inc., which we intends to use
as a set-off  against  claims on the notes  payable.  The amount of the Judgment
acquired  is  substantially  in  excess of the  total  claimed  due on the notes
payable.

In July 2002, the court magistrate granted a pre-judgment attachment against our
assets  in  favor  of EBC  Trust.  In  January  2003,  the  Court  reversed  the
magistrate's  order and dissolved  the  attachment.  In January 2003,  EBC Trust
amended  its claim to assert  additional  claims  against  us and to add  claims
against our officers and directors,  as well as to add a claim against NCC under
the $1.0 million Oeri  subordinated  note.  By Order dated  October 14, 2003, in
response to motions  filed by us, the Court  dismissed  several  claims,  struck
portions of the Amended  Complaint,  and  compelled  EBC Trust to arbitrate  all
claims against NCC.

As to the remaining claims, we have asserted a number of defenses to EBC Trust's
claims,  including fraud, and contribution related to a judgment entered against
EBC Trust's  predecessor-in-interest  under the notes payable and NCC in an NASD
arbitration commenced by Stanley J. Cohen, Receiver for Secured Equity Title and
Appraisal  Agency Corp.  While normally a clearing case, the panel ruling relied
primarily on testimony  regarding the activities of Irving Kott while present at
the  Company.  Mr.  Kott is alleged to have  provided  most of the funds for the
loans now being pursued by EBC Trust.  NCC settled all of the claims  against it
in  that  matter  in  2002,  and as a part  of  that  settlement,  obtained  the
assignment  from  Secured  Equity  of a  Judgment  against  Oeri  Finance,  Inc.
Accordingly,  we have  asserted a claim of offset for the Judgment  against Oeri
Finance,  Inc. We recorded  liabilities  of  approximately  $2.9  million on our
balance sheet in notes payable,  additionally,  we have $816 thousand of accrued
interest  related to these  notes  included  in  accounts  payable  and  accrued
expenses.  We have not yet recorded  the offset of the judgment  obtained in our
financial statements as the claim has not yet been adjudicated.


                                       24
<PAGE>

In December  2003, EBC Trust  commenced an arbitration  action with the National
Association of Securities  Dealers,  Inc., against JBOC, seeking recovery on the
$1.0 million  subordinated  note  originally  issued to RMS Network,  Inc.,  and
subsequently assigned with approval from our NCC subsidiary and the NASD to Oeri
Finance, Inc. We intend to vigorously defend the action and believe that we have
meritorious  defenses  including,  without  limitation:  i) the suit is  brought
against the wrong party; ii) no valid assignment has ever been approved by us or
the NASD to EBC Trust,  as required  by the terms of the note;  and iii) we will
assert an offset for the Judgment obtained against Oeri Finance, Inc., described
above.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

          None.

Item 3.   Defaults upon Senior Securities.

          None.

Item 4.   Submission of Matters to a Vote of Security Holders.

          None.

Item 5.   Other Information

          None.

Item 6.   Exhibits

    Exhibits

31.1  Certification of Christopher L. Jarratt, Chief Executive Officer, pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2  Certification of Michael J. Chiodo,  Chief Financial Officer,  pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.

32.1  Certification of Christopher L. Jarratt, Chief Executive Officer, pursuant
      to 18 U.S.C. ss. 1350.

32.2  Certification of Michael J. Chiodo,  Chief Financial Officer,  pursuant to
      18 U.S.C. ss. 1350.


                                       25
<PAGE>

      Pursuant to the  requirements  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.


JB Oxford Holdings, Inc.

/s/ Michael J. Chiodo
------------------------
Michael J. Chiodo
Chief Financial Officer


November 14, 2005


                                       26