<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(MARK ONE)

[X]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                       OR

[ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

        FOR THE TRANSITION PERIOD FROM ______________ TO _______________

                         COMMISSION FILE NUMBER 0-16240

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

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

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

Registrant's telephone number, including area code               (310) 777-8888

         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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date. As of May 5, 2001,
the Registrant had the following number of shares of common stock, $0.01 par
value per share, outstanding: 14,055,086.

<PAGE>   2

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                                          March 31, 2001        December 31,
                                                                            (Unaudited)             2000
                                                                          --------------        ------------
<S>                                                                       <C>                   <C>
ASSETS:

Cash and cash equivalents (including securities purchased under
  agreements to resell of $79,969 and $2,541,193)                          $ 10,061,459         $  8,004,000

Cash and cash equivalents segregated under federal and other
  regulations (including securities purchased under agreements
  to resell of $61,693,243 and $33,274,048)                                  66,021,292           37,544,690

Receivable from broker-dealers and clearing organizations                    48,965,259            7,262,385

Receivable from customers (net of allowance for doubtful
  accounts of $2,402,494 and $2,577,451)                                    179,208,499          278,511,536

Other receivables                                                             2,070,872            2,101,578

Marketable securities owned - at market value                                   549,458              322,783

Notes receivable                                                              2,500,000            2,500,000

Furniture, equipment, and leasehold improvements (at cost -
  net of accumulated depreciation and amortization of
  $8,467,009 and $8,040,869)                                                  3,252,987            3,540,370

Income taxes receivable                                                       1,744,611              989,308

Deferred income taxes                                                         1,970,425            2,045,424

Clearing deposits                                                             6,559,627            7,871,717

Other assets                                                                  4,198,509            1,560,258
                                                                           ------------         ------------

TOTAL ASSETS                                                               $327,102,998         $352,254,049
                                                                           ============         ============
</TABLE>

          See accompanying notes to Consolidated Financial Statements.


                                       2

<PAGE>   3

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

<TABLE>
<CAPTION>
                                                                             March 31, 2001          December 31,
                                                                              (Unaudited)                2000
                                                                             --------------         -------------
<S>                                                                          <C>                    <C>
LIABILITIES AND SHAREHOLDERS' EQUITY:

  LIABILITIES:

    Payable to broker-dealers and clearing organizations                     $ 101,707,878          $ 110,840,077

    Payable to customers                                                       175,565,107            188,061,388

    Securities sold, not yet purchased - at market value                            50,257                106,720

    Accounts payable and accrued liabilities                                     7,887,166             10,298,150

    Loans from shareholders                                                      5,418,696              5,418,696

    Notes payable                                                                7,385,375              7,637,375
                                                                             -------------          -------------

  TOTAL LIABILITIES                                                            298,014,479            322,362,406
                                                                             -------------          -------------

  COMMITMENTS AND CONTINGENCIES

  SHAREHOLDERS' EQUITY:

    Common stock  ($.01 par value, 100,000,000 shares authorized;
      15,193,226 shares issued)                                                    151,932                151,932

    Additional paid-in capital                                                  16,446,381             16,446,381

    Retained earnings                                                           14,942,354             15,745,478

    Treasury stock at cost, 1,138,140 shares                                    (2,452,148)            (2,452,148)
                                                                             -------------          -------------

  TOTAL SHAREHOLDERS' EQUITY                                                    29,088,519             29,891,643
                                                                             -------------          -------------

  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                 $ 327,102,998          $ 352,254,049
                                                                             =============          =============
</TABLE>

          See accompanying notes to Consolidated Financial Statements.


                                       3

<PAGE>   4

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

<TABLE>
<CAPTION>
                                                      For The Three Months Ended
                                                              March 31,
                                                 ---------------------------------
                                                     2001                  2000
                                                 ------------          -----------
<S>                                              <C>                   <C>
REVENUES:
  Clearing and execution                         $  1,325,178          $ 3,277,087
  Trading profits                                   1,367,781            5,434,825
  Commissions                                       4,688,371           15,087,163
  Interest                                          5,591,836           10,323,455
  Other                                               293,487              371,142
                                                 ------------          -----------
    Total Revenues                                 13,266,653           34,493,672
                                                 ------------          -----------
EXPENSES:
  Employee compensation                             2,779,267            3,683,492
  Commission expense                                1,398,857            6,048,695
  Clearing and floor brokerage                        635,640              890,301
  Communications                                    1,318,649            1,995,329
  Occupancy and equipment                           1,317,012            1,534,978
  Interest                                          3,165,495            5,499,174
  Data processing charges                           1,409,559            2,679,040
  Professional services                             1,229,804            1,031,943
  Promotional                                         600,235            1,983,545
  Bad debts                                           237,771              532,930
  Other operating expenses                            587,488              628,749
                                                 ------------          -----------
    Total Expenses                                 14,679,777           26,508,176
                                                 ------------          -----------
 Income (loss) before income taxes                 (1,413,124)           7,985,496
   Income tax provision (benefit)                    (610,000)           3,430,000
                                                 ------------          -----------
  NET INCOME (LOSS)                              $   (803,124)         $ 4,555,496
                                                 ============          ===========

  Basic Net Income (Loss) Per Share              $      (0.06)         $      0.32
                                                 ============          ===========
  Diluted Net Income (Loss) Per Share            $      (0.06)         $      0.19
                                                 ============          ===========

  Weighted average number of shares
    Basic                                          14,055,086           14,384,186
    Diluted                                        14,055,086           23,739,204
</TABLE>

          See accompanying notes to Consolidated Financial Statements.


                                       4

<PAGE>   5

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

<TABLE>
<CAPTION>
                                                                                 For The Three Months Ended
                                                                                          March 31,
                                                                             ----------------------------------
                                                                                 2001                  2000
                                                                             ------------          ------------
<S>                                                                          <C>                   <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
  Net income (loss)                                                          $   (803,124)         $  4,555,496
  Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
      Depreciation and amortization                                               426,140               430,966
      Deferred rent                                                               (48,089)              (28,455)
      Provision for bad debts                                                     237,771               532,930
      Provision (benefit) for deferred taxes                                       74,999               (95,000)
      Changes in assets and liabilities:
        Cash segregated under federal and other regulations                   (28,476,602)           21,357,898
        Receivable from broker-dealers and clearing organizations             (41,702,874)             (662,459)
        Receivable from customers                                              99,065,266          (202,244,378)
        Other receivables                                                          30,706               (72,131)
        Securities owned                                                         (226,675)             (146,075)
        Clearing deposits                                                       1,312,090            (2,013,371)
        Other assets                                                             (238,251)              (99,720)
        Payable to broker-dealers and clearing organizations                   (9,132,199)           93,799,397
        Payable to customers                                                  (12,496,281)           (3,699,574)
        Securities sold not yet purchased                                         (56,463)               53,893
        Accounts payable and accrued liabilities                               (2,362,895)            6,926,815
        Income taxes payable/receivable                                          (755,303)            3,403,430
                                                                             ------------          ------------
Net cash provided by (used in) operating activities                             4,848,186           (78,000,338)
                                                                             ------------          ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Deposits with third parties                                                  (2,400,000)                   --
  Capital expenditures                                                           (138,757)             (521,711)
                                                                             ------------          ------------
Net cash used in investing activities                                          (2,538,757)             (521,711)
                                                                             ------------          ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayments of notes payable                                                    (252,000)               (5,749)
  Advances on short term borrowing                                                     --            75,198,831
                                                                             ------------          ------------
Net cash provided by (used in) financing activities                              (252,000)           75,193,082
                                                                             ------------          ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                            2,057,459            (3,328,967)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE QUARTER                           8,004,000             6,023,095
                                                                             ------------          ------------
CASH AND CASH EQUIVALENTS AT END OF THE QUARTER                              $ 10,061,459          $  2,694,128
                                                                             ============          ============
</TABLE>

          See accompanying notes to Consolidated Financial Statements.


                                       5

<PAGE>   6

                    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 financial
statements contain all adjustments (all of which are normal and recurring in
nature) necessary to present fairly the financial statements of JB Oxford
Holdings, Inc. and subsidiaries (the "Company") for the periods presented. The
accompanying financial information should be read in conjunction with the
Company's 2000 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.

NOTE 2.  EARNINGS PER SHARE

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

<TABLE>
<CAPTION>
                                                                          For The Three Months Ended
                                                                                   March 31,
                                                                           2001                  2000
                                                                       ------------          ------------
<S>                                                                    <C>                   <C>
BASIC EARNINGS PER SHARE
  Net income (loss)                                                    $   (803,124)         $  4,555,496
                                                                       ------------          ------------
  Income available to common stockholders (numerator)                  $   (803,124)         $  4,555,496
                                                                       ============          ============
  Weighted average common shares outstanding (denominator)               14,055,086            14,384,186
                                                                       ============          ============
  Basic Earnings Per Share                                             $      (0.06)         $       0.32
                                                                       ============          ============

DILUTED EARNINGS PER SHARE

  Net income (loss)                                                    $   (803,124)         $  4,555,496
  Interest on convertible debentures, net of income tax                          --                72,952
                                                                       ------------          ------------
  Income available to common stockholders plus assumed
    conversions (numerator)                                            $   (803,124)         $  4,628,448
                                                                       ============          ============
  Weighted average common shares outstanding                             14,055,086            14,384,186
  Weighted average options outstanding                                           --             2,018,500
  Weighted average convertible debentures                                        --             7,740,994
  Stock acquired with option proceeds                                            --              (404,476)
                                                                       ------------          ------------
  Weighted average common shares and assumed conversions
  outstanding (denominator)                                              14,055,086            23,739,204
                                                                       ============          ============
  Diluted Earnings Per Share                                           $      (0.06)         $       0.19
                                                                       ============          ============
</TABLE>

         The assumed conversions have been excluded in computing the diluted
earnings per share when there is a net loss for the period. They have been
excluded because their inclusion would reduce the loss per share or be
anti-dilutive. If the assumed conversions would have been used, the fully
diluted shares outstanding for the quarter ended March 31, 2001 would be
22,372,048.


                                       6

<PAGE>   7

         Options to purchase 553,500 shares of common stock at March 31, 2000,
were not included in the computation of diluted earnings per share because the
options' exercise price was greater than the average market price of the common
shares during the period. The options carry exercise prices ranging from $0.63
to $9.00 at March 31, 2001 and 2000. Options to purchase 3,106,250 shares of
common stock at March 31, 2001 expire at various dates through July 7, 2010.

NOTE 3.  REGULATORY REQUIREMENTS

         JBOC is subject to Rule 15c3-1 of the Securities Exchange Act of 1934,
as amended, which requires the maintenance of minimum net capital. JBOC has
elected to use the alternative method permitted by the rule, which requires it
to maintain minimum net capital, as defined, equal to the greater of $250,000 or
two percent of aggregate debit balances arising from customer transactions, as
defined. The rule also provides, among other things, for a restriction on the
payment of cash dividends, payments on subordinated borrowings or the repurchase
of capital stock if the resulting excess net capital would fall below five
percent of aggregate debits.

         At March 31, 2001, JBOC had net capital of $26,563,444, which was 14.6%
of aggregate debit items and $22,930,940 in excess of the minimum amount
required. At December 31, 2000, JBOC had net capital of $28,860,901, which was
10.3% of aggregate debit items and $23,275,591 in excess of the minimum amount
required.

         Cash is segregated in special reserve bank accounts for the exclusive
benefit of customers under Rule 15c3-3 of the Securities Exchange Act of 1934,
as amended. Included in the special reserve bank account are securities
purchased under agreements to resell on an overnight basis in the amount of
$61,693,243 and $33,274,048 at March 31, 2001 and December 31, 2000,
respectively. Securities purchased are U.S. Treasury instruments having a market
value of approximately 102% of cash tendered.

NOTE 4.  CONTINGENT LIABILITIES

         The Company and/or its subsidiaries are defendants in several lawsuits
and arbitrations the most significant of which follows:

         On February 14, 2000, the Company reached a settlement with the Los
Angeles office of the United States Attorney's Office (the "USAO") in connection
with the USAO's investigation of the Company's prior management. While the
Company maintains its innocence, it agreed to pay a total of $2.0 million over
three years to settle the USAO matter and to reimburse the USAO for the
substantial expense associated with the two and a half-year investigation. The
agreement with the USAO stated that if on or before February 14, 2001 the
Company enters into a settlement with the SEC that involves a payment of $1.0
million or more to the SEC, the USAO has agreed that the Company's obligation to
the USAO would be reduced by $500,000. Discussions are ongoing with the USAO
regarding extending this agreement, based upon the proposed SEC settlement. On
October 12, 2000, the Pacific Regional Office of the SEC advised the Company
that it is recommending that the SEC accept the Company's $1.5 million offer to
settle the SEC's investigation. If the proposed settlement is accepted, JBOC
will also agree to a censure, to refrain from any violations of securities laws,
and to take certain actions to ensure continued compliance with federal
securities laws. The Company paid $500,000 of the USAO settlement amount in the
first quarter of 2000, $500,000 in the first quarter of 2001, and the remainder
will be paid in equal annual installments over two years. If the SEC accepts the
regional office's recommendation, and if the USAO extends its agreement to
reduce the obligation to the USAO, payments to the USAO and SEC would total $3.0
million. This amount has been accrued and included in accounts payable and


                                       7

<PAGE>   8

accrued liabilities. The Company does not believe that current management was
the subject of the investigation and the USAO did not bring charges against the
Company.

NOTE 5.  SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

<TABLE>
<CAPTION>
                                                          For The Three Months Ended March 31,
                                                          ------------------------------------
                                                             2001                      2000
                                                          ----------                ----------
<S>                                                       <C>                       <C>
Supplemental Disclosures of Cash Flow Information
  Cash paid during the quarter for:
    Interest                                              $3,152,252                $5,437,874
    Income taxes                                              70,000                   120,500
</TABLE>

NOTE 6.  COMPREHENSIVE INCOME

         Comprehensive income (as defined by Statement of Financial Accounting
Standards No. 130) is the change in the Company's equity during the period from
transactions and events other than those resulting from investments by, and
distributions to, owners. Net income is the only component of comprehensive
income recorded by the Company for the periods presented. Therefore, all
elements of comprehensive income are presented in the statement of operations.

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

Business Overview

JB Oxford Holdings, Inc. (together with its consolidated subsidiaries, the
"Company"), through its wholly-owned subsidiaries, is engaged in the business of
providing brokerage and related financial services to retail customers and
broker-dealers nationwide. The Company's primary subsidiary is JB Oxford &
Company ("JBOC"), a registered broker-dealer offering the following services:
(1) discount and electronic brokerage services to the investing public; (2)
clearing and execution services to correspondents on a fully-disclosed basis;
and (3) acting as a market maker in NASDAQ National Market System, New York
Stock Exchange ("NYSE") and other national exchange listed securities.

Discount and Electronic Brokerage Services

JBOC provides a full line of brokerage services and products to customers,
including the ability to buy and sell securities, security options, mutual
funds, fixed income products, annuities and other investment securities. The
Company continues to upgrade and improve its brokerage technologies in order to
provide its customers with the resources necessary to conveniently and
economically execute securities transactions and access related financial
information. In addition to its trading capabilities, the Company's Internet
site (www.jboxford.com) provides market quotes, charts, company research, and
customer account information, such as cash balances, portfolio balances and
similar information.


                                       8

<PAGE>   9

Management believes that the Company can recover from the volume declines in the
market and grow its discount and electronic brokerage division in the latter
quarters of 2001, due in part to the Company's ability to provide high quality,
flexible, and customer-sensitive responses and services. The Company continually
upgrades computer systems and services within each of its divisions to utilize
and take advantage of the most recent technological developments.

Clearing and Execution Services

JBOC is self-clearing and provides clearing and execution services to
independent broker-dealers. The clearing business offers a high return on
capital, and management believes that by careful selection and monitoring of the
Company's correspondents, this business segment will remain profitable.

Market Making Activities

In order to facilitate the execution of security transactions for its own
customers and the customers of its correspondents, JBOC acts as a market maker
for approximately 550 public corporations whose stocks are traded on the NASDAQ
National Market System, NYSE or other national exchanges. The number of
companies in which JBOC acts as a market maker fluctuates depending upon various
factors, including trading volume and the number of employees in a trading
capacity. The Company's 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.

Results of Operations

Revenues

The Company's total revenues were $13,266,653 in the first quarter 2001, a
decrease of 62% from $34,493,672 in the first quarter of 2000. The primary
reason for the decrease was a decline in commission revenue of 69% to $4,688,371
in the current quarter from $15,087,163 in the first quarter of 2000.
Additionally, interest revenue decreased 46% to $5,591,836 in the first quarter
of 2001 from $10,323,455 in the first quarter of 2000. Trading profits decreased
75% to $1,367,781 in the first quarter of 2001 from $5,434,825 in the first
quarter of 2000.

Commission revenue decreased $10,398,792 or 69% to $4,688,371 in the first
quarter 2001 compared to $15,087,163 in the first quarter of 2000. This decline
is the direct result of the decline in trading volume, which is down 59% in the
first quarter of 2001 compared to the first quarter of 2000, as the entire
industry experiences decreased volume in the current downtrending market. For
2001, the Company anticipates commission revenue will track the overall trading
volumes within the industry. The Company intends to look for opportunities to
grow its business through acquisitions of accounts from compatible discount and
on-line brokerage operations of other firms. There can be no assurance that the
Company will complete any acquisitions, or if completed, that it will be
successful.


                                       9

<PAGE>   10

Interest revenues decreased $4,731,619 or 46% to $5,591,836 in the first quarter
2001 compared to $10,323,455 in the first quarter of 2000. Net interest income
decreased 50% from $4,824,281 in the first quarter 2000 to $2,426,341 in the
first quarter 2001. The changes in interest revenues are consistent with usual
fluctuation of debit balances in brokerage margin accounts as well as changes in
broker-call rates on which the interest charged to customers is calculated. The
decline in margin balances has been the most significant factor for the
decrease.

The decrease in trading profits resulted from a decrease in trading volume from
the Company's discount and on-line brokerage operations. Management anticipates
trading profits will continue to track the volumes of the discount and on-line
brokerage operation for 2001, however, management is also exploring new sources
of order flow for the Company to utilize.

Clearing and execution revenues decreased $1,951,909 or 60% to $1,325,178 in the
first quarter 2001 compared to $3,277,087 in the first quarter of 2000. The
decrease represents the decrease in correspondent trades cleared by the Company
and the trend tracks the overall volume trend of the industry.

Expenses

Expenses totaled $14,679,777 for the first quarter of 2001, a decrease of 45%
from $26,508,176 in the first quarter of 2000. The decrease in expenses from
2000 is primarily a result of the decline in trading volume in the Company's
discount and on-line brokerage divisions. The decrease also reflects the impact
of cost containment measures taken by management during the past year. Many of
the Company's expenses, including commission expense, interest expense, and data
processing charges are directly related to commission revenues, interest
revenues and trading revenues, which are all down from the first quarter of
2000. Data processing expense decreased 47% to $1,409,559 in the first quarter
of 2001 from $2,679,040 in the first quarter of 2000. This decrease is the
result of decline in commission and trading volumes.

Commission expense decreased by 77% in the first quarter of 2001 to $1,398,857
from $6,048,695 in the first quarter of 2000. Interest expense decreased 42% to
$3,165,495 in the first quarter of 2001 from $5,499,174 in the first quarter of
2000. These decreases are in line with the revenue decreases discussed above,
where commission revenue decreased 69% and interest revenue decreased 46%.

Promotional expenses decreased $1,383,310 or 70% to $600,235 in the first
quarter of 2001 from $1,983,545 in the first quarter of 2000. These costs have
decreased as management has decreased its television ads. Management believes it
is currently more efficient to increase accounts through acquisition rather than
growing accounts from advertising.

Management continues to examine ways to contain costs and improve efficiencies.
Through targeted workforce reduction and attrition, the Company reduced its
total workforce by 16% and its salaried workforce by 15% at March 31, 2001. The
Company will continue to seek ways to cut costs and increase revenues.


                                       10

<PAGE>   11

Liquidity and Capital Resources

The Company finances its growth through the use of funds generated from the
business operations of its subsidiaries, mainly JBOC. Additionally, JBOC has
established omnibus/financing accounts and lines of revolving credit with other
broker-dealers and banking institutions with an aggregate borrowing availability
approximating $180,000,000 as of March 31, 2001. Further, the Company has
available stock loan financing when necessary. Amounts borrowed bear interest at
a fluctuating rate based on the broker call and prime rates. Certain of these
credit facilities are subject to financial covenants and restrictions which
could limit the amount the Company could borrow at any given time in the event
of changes in financial ratios and continuing losses.

The majority of the Company's corporate assets at March 31, 2001, were held by
its subsidiary, JBOC, and consisted of cash or assets readily convertible to
cash. The Company's statement of financial condition reflects this largely
liquid financial position. Receivables with other brokers and dealers primarily
represent current open transactions that typically settle within a few days, or
stock borrow-and-loan transactions where the contracts are adjusted to market
values daily. Additionally, JBOC is subject to the requirements of the NASD and
the SEC relating to liquidity, net capital standards and the use of customer
cash and securities. See Note 3, "Regulatory Requirements," to the financial
statements for regulatory requirements of the Company.

The Company currently anticipates that its cash resources and available credit
facilities will be sufficient to fund its expected working capital and capital
expenditure requirements at least through the end of 2001 and for the
foreseeable future. However, in order to more aggressively expand its business,
respond to competitive pressures, develop additional products and services, or
take advantage of strategic opportunities, or in the event losses continue or
future positive cash flow is not realized, the Company may need to raise
additional funds. If funds are raised through the issuance of equity securities,
or securities which are convertible into equity securities, the Company's
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 the Company's
common stock. If such funds are needed, there can be no assurance that
additional financing will be available or whether it will be available on terms
satisfactory to the Company.

Liquidity at March 31, 2001

The Company's cash position increased during the first quarter of 2001 by
$2,057,459 to $10,061,459. This compares with a net decrease in cash and cash
equivalents of $3,328,967 in the first quarter of 2000. The fluctuation in the
Company's cash position is impacted by the settlement cycles of the business,
which relate directly to the cash provided from or used in operations.

Cash Flows From Operating Activities

Net cash provided by operating activities was $4,848,186 for the first quarter
of 2001, compared to cash of $78,000,338 used in operations during the first
quarter of 2000. The Company's net cash provided by or used in operating
activities is impacted by changes in the brokerage-related assets and
liabilities of JBOC.


                                       11

<PAGE>   12

During the first quarter of 2001, the most significant source of cash was the
decrease in receivables from customers of $99,065,266. This source of cash was
used in part by the increase in stock borrowed, which is reflected in the
increase of receivables from broker-dealers and clearing organizations of
$41,702,874. Additional cash was used through an increase in cash segregated
under federal and other regulations of $28,476,602, and a decrease of
$12,496,281 in payables to customers.

Cash Flows Used In Investing Activities

The net cash used in investing activities during the first quarter of 2001 was
$2,538,757 compared with $521,711 during the same quarter of 2000. The Company
has deposited $2,400,000 into escrow with third parties. The remaining $138,757
of cash uses are a direct result of capital expenditures made by the Company
during the first quarter of 2001 as compared to $521,711 for the first quarter
of 2000. The Company presently has no plans to open additional offices and no
significant commitments for capital expenditures, therefore, the Company's
requirement for capital resources is not material to the business as a whole.
The Company continues to look for opportunity to grow its business through
acquisition and if acquisitions are made, the Company may expend its resources
on an investment in such an acquisition.

Cash Flows From Financing Activities

Financing activities used cash of $252,000 in the first quarter of 2001,
compared to $75,198,831 cash provided by financing activities in the first
quarter of 2000. The cash used in 2001 was for the repayment of notes payable of
$252,000 compared to $5,749 for the first quarter of 2000. The source of cash
provided in 2000 was the proceeds from short term loans in the amount
$75,198,831. These loans are used to finance the growth in the receivables from
customers and are secured by securities held in the customers accounts.

Recent Accounting Pronouncements

The Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and
Hedging Activities," as amended by SFAS No. 138 which establishes accounting and
reporting standards requiring that every derivative instrument be recorded in
the Statement of Financial Condition as either an asset or as a liability
measured at its fair value and that changes in the fair value be recognized
currently in the statement of operations. The Company implemented the provision
of this new standard January 1, 2001. Based on the current operations of the
Company, the impact of adopting SFAS No. 133 did not have a material effect on
the Company's financial position or results of operations.

In September of 2000, the FASB issued SFAS No. 140 "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities - a replacement
of FASB Statement No. 125." As of December 31, 2000, the Company has adopted
accounting and disclosure requirements of SFAS No. 140 as set forth in
paragraphs 15 and 17 of the Statement, respectively. All other provisions of the
Statement were adopted as of March 31, 2001. The adoption of SFAS No. 140 did
not have an impact on the financial condition or results of operations of the
Company.


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<PAGE>   13

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.

You should carefully consider the risks described below and all other
information contained in this report and in our other filings with the SEC,
including but not limited to information under the heading "Business Overview -
Forward Looking Statements and Risk Factors," in our Form 10-K for the year
ended December 31, 2000 before making an investment decision in the Company.
These risks include, among others, the following:

-        inability to generate positive cash flows and continuance of, or
         increased, negative cash flows;

-        the significant demands on our resources as a result of our rapidly
         evolving business;

-        any lack of demand or market acceptance as a result of the market for
         discount and electronic brokerage services being at an early stage of
         development;

-        the U.S. securities markets are subject to rapid and
         significant fluctuation in both value and volume;

-        our clearing operations expose us to risks that exceed the simple risk
         of loss of business;

-        possible delays in the introduction of new services and products;

-        increased competition;

-        any adverse effect caused by government regulation;

-        any inability to meet net capital requirements;

-        any inability to successfully identify, fund or integrate future
         acquisitions;

-        any significant loss of customers or inability to generate new
         customers;

-        systems failures; and

-        stock price volatility.

These risks and uncertainties are not the only ones facing the Company and there
may be additional risks that we do not presently know of or that we currently
deem immaterial. If any of the risks actually occur, these risks could have a
materially adverse affect on our business, financial condition or results of
operations. In that case, the trading price of our stock could decline, and you
may lose all or part of your investment. We undertake no obligation to publicly
update or revise the forward-looking statements or risks and uncertainties to
reflect events or circumstances occurring after the date of this Form 10-Q or to
reflect the occurrence of unanticipated events.


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<PAGE>   14

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Disclosures

The following discussion about the Company's market risk disclosures involves
forward-looking statements. Actual results could differ materially from those
projected in these forward-looking statements. See Item 2 "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Special Note Regarding Forward-Looking Statements" above. The Company is exposed
to market risk related to changes in interest rates and equity security price
risk. The Company does not have derivative financial instruments for speculative
or trading purposes.

Retail broker-dealers with clearing operations, such as the Company, are exposed
to risks that exceed the simple risk of loss of business due to the loss of
retail customers and/or correspondents. Broker-dealers engaged in clearing
operations for other correspondent broker-dealers are exposed to losses beyond
the loss of business in the event that the correspondent fails. These risks
result where the total assets, securities held in inventory, and cash of the
failed correspondent are insufficient to cover the unpaid customer debits,
together with losses which may be generated in the correspondent's trading
account. The Company has established procedures to review a correspondent's
inventory and activities in an effort to prevent such losses in the event of a
correspondent's failure.

Areas outside the control of the Company which affect the securities market,
such as severe downturns or declines in market activity, may cause substantial
financial exposure. This is particularly true with regard to the receivables
that are carried in customers' margin accounts. A significant decline in market
value may decrease the value of securities pledged in the margin accounts to a
point that the margin loans would exceed such value. While the Company is
authorized to liquidate the securities and to utilize the correspondent's
account balances to cover any shortfall, in a worst case scenario, such
collateral may not be sufficient to cover all losses.

Interest Rate Sensitivity and Financial Instruments

For its working capital and reserves that are required to be segregated under
federal or other regulations, the Company invests primarily in U.S. Treasury
securities under agreements to resell. These agreements have maturity dates
ranging from one to seven days, and do not present a material interest rate
risk.

Equity Price Risk

JBOC acts as a market maker for approximately 550 public corporations whose
stocks are traded on the NASDAQ National Market System, NYSE or other national
exchanges. The Company selects companies in which it makes a market based on a
review of the current market activity, and also to facilitate trading activity
of its own and correspondent's clients. Market making may result in a
concentration of securities which may expose the Company to additional risk;
however, the Company does not maintain a significant inventory of equity
securities.


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<PAGE>   15

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company and its subsidiaries are a party to a number of pending legal or
administrative proceedings, including suits involving various customers that
allege damages arising as a result of brokerage transactions by the Company. All
of the legal and administrative proceedings have arisen in the ordinary conduct
of its business. Those that may have a significant impact on the Company have
been disclosed in previous filings, the most significant of which follows:

         On February 14, 2000, the Company reached a settlement with the Los
Angeles office of the United States Attorney's Office (the "USAO") in connection
with the USAO's investigation of the Company's prior management. While the
Company maintains its innocence, it agreed to pay a total of $2.0 million over
three years to settle the USAO matter and to reimburse the USAO for the
substantial expense associated with the two and a half-year investigation. The
agreement with the USAO stated that if on or before February 14, 2001 the
Company enters into a settlement with the SEC that involves a payment of $1.0
million or more to the SEC, the USAO has agreed that the Company's obligation to
the USAO would be reduced by $500,000. Discussions are ongoing with the USAO
regarding extending this agreement, based upon the proposed SEC settlement. On
October 12, 2000, the Pacific Regional Office of the SEC advised the Company
that it is recommending that the SEC accept the Company's $1.5 million offer to
settle the SEC's investigation. If the proposed settlement is accepted, JBOC
will also agree to a censure, to refrain from any violations of securities laws,
and to take certain actions to ensure continued compliance with federal
securities laws. The Company paid $500,000 of the USAO settlement amount in the
first quarter of 2000, $500,000 in the first quarter of 2001, and the remainder
will be paid in equal annual installments over two years. If the SEC accepts the
regional office's recommendation, and if the USAO extends its agreement to
reduce the obligation to the USAO, payments to the USAO and SEC would total $3.0
million. This amount has been accrued and included in accounts payable and
accrued liabilities. The Company does not believe that current management was
the subject of the investigation and the USAO did not bring charges against the
Company. There can be no assurances that this matter will be settled as set
forth above in which event the Company's obligations could exceed the amount
accrued.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

There has been no material modification of ownership rights of securities
holders. Certain subsidiary companies, as part of their normal broker-dealer
activities, have minimum capital requirements imposed by regulatory agencies.
See Note 4, "Regulatory Requirements," to the financial statements. These
requirements may restrict the payment of dividends.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(b)      Reports on Form 8-K.

         During the second quarter, the Company did not file a Report on Form
8-K.


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<PAGE>   16

         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


May 15, 2001


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